Belpointe PREP (OZ): $116.37 NAV vs a $37.25 Unit Price

NAV against price, quarter by quarter

Belpointe PREP is a Delaware LLC taxed as a partnership and a qualified opportunity fund (QOF), the successor to Belpointe REIT, Inc., externally managed by Belpointe PREP Manager, LLC. Its 10-Q calls it “the only publicly traded qualified opportunity fund listed on a national securities exchange.” It publishes a NAV per Class A unit each quarter, within about 60 days of quarter-end. Until March 2026 that came as a prospectus supplement (424B3); the March 31 and June 30, 2026 figures came as Form 8-K filings. The table sets each NAV against the OZ close on the last trading day of the same quarter (Nasdaq.com historical quotes).

Two things stand out. First, NAV barely moved: it stayed between $97.24 and $103.50 for seven quarters, stepped up to $119.94 at December 31, 2024, and has been between $115.20 and $119.94 since. Second, the price never followed the step-up. The close on December 31, 2024 was $77.40; it was between $64.00 and $65.08 at the four quarter-ends of 2025, then fell to $53.20 and $45.29. The close on the days the NAVs were filed was similar: $48.00 on May 29, 2026 and $47.86 on August 28, 2026. The $35.75 close on October 16, 2026 is the lowest in the 955 daily closes we saved, which start on January 3, 2023 ($95.25).

NAV is a number the Manager calculates; the 8-K says it is “not a representation or guarantee that we will be able to fully realize our NAV upon a sale of our assets and investments.” The exchange price is what a holder could actually sell at today, in a stock that traded 12,905 units on October 22, 2026. The two measure different things, and this page does not say which is right. It shows how far apart they have moved. For the same exercise on other former non-traded REITs after they listed, see the NAV-discount ladder.

Three numbers for one unit: NAV, book value and price

NAV is built from fair-value estimates of the real estate, less debt and other liabilities, divided by Class A units. The balance sheet in the 10-Q is built from cost less depreciation.

At the last close, the market value of the 3,953,666 units was about $147.3 million (our arithmetic). Adding the $282.3 million of debt and subtracting $15.6 million of cash gives roughly $414 million for the whole business (our arithmetic, mixing the October price with June balance sheet figures), which is 57% of the $727.3 million NAV carries the real estate at and 78% of the $527.5 million book value. Read that as arithmetic, not as a valuation: the Manager's estimates and the market disagree by that much.

The book value per unit has moved the other way from NAV. GAAP members' capital per unit was $82.36 on December 31, 2024, $71.14 on December 31, 2025 and $65.68 on June 30, 2026, a fall of about 20%, while NAV per unit went from $119.94 to $116.37, down 3.0% (our arithmetic). The difference is the net loss, which is booked in book value every quarter but does not have to show up in a fair-value estimate. The 10-K says NAV “is not based on, nor is it intended to comply with, fair value standards under U.S. GAAP.”

The step-up of December 31, 2024

Between the September 30 and December 31, 2024 supplements, NAV per unit rose from $97.24 to $119.94 (+23.3%, our arithmetic) and investments in real properties inside NAV from $507,481,068 to $626,520,099, up $119.0 million. Debt in NAV was $183,231,026. The supplement only says NAV was determined; we found no explanation in it or in the FY2025 10-K. A holder can ask the company what drove it. The company's own risk factor says NAV “may change materially,” and that if a material event moves NAV by 10% or more between quarterly updates it will disclose the new price and the reason.

What sits behind the NAV: debt, losses and lease-up

The 10-Q lists three loans, all secured by the properties, and the maturity table shows the whole $282,311,000 due in 2027, before extension options that the borrower may exercise subject to conditions.

On June 10, 2026 the 900 8th land loan was extended from July 2, 2026 to July 2, 2027, with a $1.5 million principal paydown and about $0.9 million of prepaid interest and fees (8-K of June 15, 2026). The Aster & Links and VIV loans carry guarantees and covenants of at least $10.0 million of liquid assets and at least $110.0 million of net worth; the company says it complied at June 30, 2026. For scale, GAAP members' capital of $256.8 million is 2.3 times the $110.0 million floor and cash of $15.6 million is above the $10.0 million floor (our arithmetic; the loans define the tests).

The operating numbers are those of a company still leasing up two new buildings.

Leasing is rising. Aster & Links (424 residential units plus retail) was “greater than 67% leased” on March 8, 2026, greater than 71% on May 4 and greater than 82% on July 26, 2026. VIV (269 apartments) went from greater than 37% to 53% to 71% over the same dates. The company gives these as “greater than” figures; occupancy and rent per unit are not in the filings we read. The lease-up is what the NAV is betting on and what the $5.12 loss per unit is paying for.

The Manager has deferred collection of management fees without interest: $6,780,000 of management fees were owed to affiliates at June 30, 2026, out of $9,930,000 due in total. That helps cash today and is a claim ahead of units.

Who controls the vote, and who is paid

Three classes of unit sit under the Class A units that trade. The Manager holds all 100,000 Class B units, which share in 5% of gains “regardless of whether the holders of our Class A units have received a return of their capital,” and the one Class M unit, which carries ten times the votes of all Class A and Class B units together.

Because the management fee is a percentage of NAV, the gap between NAV and book value matters to the fee: 0.75% of the $198.2 million difference is about $1.5 million a year (our arithmetic). On March 3, 2026 the company also lent $5.0 million, on a convertible note at 3.6% due March 3, 2028, to an entity whose manager is controlled by the company's CEO; the 10-Q describes it as a related-party transaction and states that family members of the CEO made a parallel $3.3 million loan.

The October 12, 2026 meeting

The 8-K of October 15, 2026 reports 3,953,666 Class A units, 100,000 Class B units and one Class M unit at the August 21 record date. Class A and Class B units voted together for directors; all three classes voted on the auditor and on the public offering proposal.

The Class M unit alone carried 40,536,660 votes (our arithmetic: 10 x 4,053,666). That is 98.0% of the votes for the offering proposal. Without it, the proposal had 811,184 votes for and 150,445 against (our arithmetic), so it would still have passed among the units that voted. But only 2,227,095 of 4,053,666 Class A and Class B units, 55%, were represented. In the director elections, where the Class M unit has no vote, about 36% and 35% of the votes cast for each nominee were withheld (our arithmetic). Directors and officers as a group own 219 Class A units, per the proxy statement; the one holder above 5% it names is Empirical Wealth Management, with 241,017 units (6.1%), taken from its Form 13F.

The $250 million at-the-market proposal and what it does to a unit

The proxy statement says approval was sought under Section 713(a) of the NYSE American Company Guide to sell up to $250,000,000 of Class A units “from time to time on a continuous ‘best efforts’ basis” and to do so at “a price that may be less than the minimum price.” It states the units would cause “dilution to our existing unitholders.” We found no new registration statement on EDGAR for it as of October 23, 2026; the follow-on offering that ran under the 2023 registration statement used a price rule of the lesser of NAV and the average of the high and low on the prior trading day.

Arithmetic shows why that matters when the price is a third of NAV (all our arithmetic):

Selling a unit below NAV moves value from existing holders to the buyer, if you take NAV at face value. The 11,798 units sold in the second quarter would have been worth $1,371,517 at the March 31 NAV of $116.25; the company received $566,041, a difference of about $805,000, or 21 cents a unit across 3.9 million units (our arithmetic). The buyers were two individual investors, under the Section 4(a)(2) exemption. The 10-Q says the company has raised $371.8 million of gross proceeds in its public offerings, including its predecessor's, through June 30, 2026; the first offering started at $100 a unit.

The tax lens: what the 10-K says

Belpointe PREP is taxed as a partnership; the 10-K says “You will receive a Schedule K-1 to IRS Form 1065.” The company intends to deliver K-1s around 90 days after year-end, a timing our K-1 due dates page tracks; the K-1 versus 1099-DIV page explains the wrapper, and an IRA holder should read the Form 990-T and UBTI page first. Opportunity zone benefits depend on what the investor did, not on the stock price:

• Deferral. The 10-K says an eligible investor may defer gain by reinvesting “within a period of 180 days generally beginning on the date of the sale or exchange.” Under the original rules, “Deferred Capital Gains are recognized on the earlier of (i) December 31, 2026, or (ii) the date on which an inclusion event occurs.” For anyone who reinvested earlier gain in this fund, the tax on that gain falls due with the 2026 return whatever the unit price is on December 31, 2026. Buying units now does not move that date for money already invested.
• New money. Under the 2025 law the 10-K says gains are recognized “on the earlier of the date (i) which is five years after their reinvestment into a QOF” or an inclusion event. Our opportunity zone 2.0 page covers which rules apply by investment date. The 10-K does not say whether units bought on the exchange from another holder carry the same deferral as units bought from the company, and we did not verify it; a tax professional should answer that before anyone buys for the tax benefit.
• Ten-year basis election. For a QOF interest held ten years or more, the 10-K says the investor may elect to step basis up to fair market value on sale, for sales up to December 31, 2047. The first closing of the 2021 offering was October 7, 2021, so ten years is October 2031 at the earliest (our arithmetic).

For a comparison with other opportunity zone funds that file with the SEC, see opportunity zone funds in Form D filings.

What a reader can do with this

If you hold units. Compare the three numbers above, the $116.37 NAV, the $65.68 of book value and the $37.25 price, with your own cost and your tax position. The questions the filings leave to you: whether the 2027 debt maturities are refinanced before the Aster & Links and VIV loans mature; whether the offering is registered and sold at the market; and whether you need liquidity before the opportunity zone dates that apply to you. Watch the third-quarter 10-Q, due by November 16, 2026, and the September 30 NAV, due around the end of November.

If you are thinking of buying. The price is the market's judgment of the same assets, with no distribution, a net loss of $5.12 a unit in six months, a Manager that controls the vote and fees tied to NAV. The NAV is the Manager's, and the filing says it may not be realized in a sale. Neither number tells you what a unit will be worth. Whether a discount is an opportunity or a warning is the question this page cannot answer for you.

If you reinvested gain here. The December 31, 2026 recognition date for pre-2027 deferral is in the 10-K; the amount depends on the gain you deferred, not on this price. This is analysis of public documents, not investment, legal or tax advice.

Related reading: the NAV-discount ladder shows what other former non-traded REITs traded at after listing, and the opportunity zone funds census lists funds that file Form D.

FAQ

Sources, read and saved on October 23, 2026: SEC EDGAR filings of Belpointe PREP, LLC (CIK 1807046): the Forms 424B3 for NAV as of March 31, 2023 to December 31, 2025 (accessions 0001493152-23-020189, 0001493152-23-031482, 0001493152-23-041743, 0001493152-24-008346, 0001493152-24-022314, 0001493152-24-034578, 0001493152-24-048177, 0001493152-25-009688, 0001641172-25-013058, 0001493152-25-012478, 0001493152-25-025375 and 0001493152-26-008747); the Forms 8-K of May 29, 2026 (0001493152-26-026468), June 15, 2026 (0001493152-26-028698), August 28, 2026 (0001493152-26-040486) and October 15, 2026 (0001493152-26-047262); the Form 10-K for 2025 (0001493152-26-011713) and 10-Qs for March 31, 2026 (0001493152-26-022556) and June 30, 2026 (0001493152-26-035992); and the definitive proxy statement of August 27, 2026 (0001493152-26-040394). Prices are daily closes from Nasdaq.com historical quotes for symbol OZ, January 3, 2023 to October 22, 2026, retrieved October 23, 2026. Percent of NAV, discounts, book value per unit, the NAV-to-book difference, the implied value of the business, vote shares, offering unit counts and the dilution illustration are our arithmetic from those figures. Quarter-end closes use the last trading day on or before the quarter-end.