Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 3, 2026, Belpointe PREP, LLC ("we," "us," "our" or the "Company"), through our indirect wholly-owned subsidiary BPOZ 100 Tokeneke Holding, LLC, a Connecticut limited liability company ("BPOZ Tokeneke"), made a loan (the "BPOZ Tokeneke Loan") in the principal amount of $5,000,000, evidenced by a convertible promissory note (the "BPOZ Tokeneke Note"), to 100 Tokeneke Road, LLC, a Connecticut limited liability company ("Tokeneke Road"). The BPOZ Tokeneke Loan bears interest at a rate of 3.6% per annum, computed on the basis of a 365/366-day year, and, unless earlier converted, is due and payable on March 3, 2026. The BPOZ Tokeneke Note is convertible, in whole or in part, in the sole discretion of BPOZ Tokeneke into that number of Class A units of 100 Tokeneke Partners, LLC, a Connecticut limited liability company ("Tokeneke Partners") and direct holding company for Tokeneke Road, that equal the total amount then being converted, divided by $14.50 per Class A unit (the "Conversion Price"), subject to adjustment as provided in the BPOZ Tokeneke Note. The proceeds of the BPOZ Tokeneke Loan were immediately applied by Tokeneke Road in connection with consummation of its purchase of certain real property located at 100 Tokeneke Road, Darien, Connecticut (the "Property").

Concurrently with our extension of the BPOZ Tokeneke Loan, Belpointe Tokeneke Investment, LLC, a Connecticut limited liability company indirectly owned by an entity in which certain immediate family members of the Company's Chief Executive Officer hold a passive beneficial ownership interest (the "Related Party"), also made a loan (the "Related Party Loan") in the principal amount of $3,250,000, evidenced by a convertible promissory note (the "Related Party Note"), to Tokeneke Road. The Related Party Loan bears interest at a rate of 3.6% per annum, computed on the basis of a 365/366-day year, and is due and payable on March 3, 2026. The Related Party Note contains a mandatory post-closingconversion clause which required $625,000 of the principal balance of the Related Party Loan be converted into Class A units in Tokeneke Partners (the "Mandatory Conversion"). Following the Mandatory Conversion the Related Party became the 50% beneficial owner of Tokeneke Partners. The remaining balance of the Related Party Note is convertible, in whole or in part, in the sole discretion of the Related Party into that number of Class A units of Tokeneke Partners that equal the total amount then being converted divided by the Conversion Price, subject to adjustment as provided in the Related Party Note. The proceeds of the Related Party Loan were immediately applied by Tokeneke Road in connection with consummation of its purchase of the Property.

In compliance with the Company's Policy Regarding Transactions with Related Persons, Code of Business Conduct and Ethics and applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated there under and by the New York Stock Exchange American, the BPOZ Tokeneke Loan, BPOZ Tokeneke Note, Related Party Loan and Related Party Note were reviewed and approved by the Conflicts Committee of the Company's Board of Directors.

The foregoing description of the BPOZ Tokeneke Note and Related Party Note does not purport to be complete and is qualified in its entirety by reference to the BPOZ Tokeneke Note and Related Party Note, copies of which will be filed as exhibits to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.