OZ 10-K & 10-Q changes, risk factors and insider trading

Our Class A units are listed on the NYSE American, however, an active, liquid and orderly market for our Class A units may not develop or be sustained.

Our Class A units are listed on the NYSE American under the symbol “OZ,” however, an active, liquid and orderly market for our Class A units may not be sustained. Further, because we are a qualified opportunity fund eligible investors may defer recognition of capital gains (short-term or long-term) resulting from the sale or exchange of capital assets (or business assets the gain on sale of which is treated as a capital gain) with an unrelated person by reinvesting those gains into our Class A units within a period of 180 days generally beginning on the date of the sale or exchange (the “Deferred Capital Gains”). The 180-day period generally begins on the day on which the gains would be recognized for U.S. federal income tax purposes had they not been reinvested into a QOF. Under OZ 1.0 Deferred Capital Gains are recognized on the earlier of (i) December 31, 2026, or (ii) the date on which an inclusion event occurs,occurs. suchUnder as OZ 2.0 Deferred Capital Gains are recognized on the earlier of the date (i) which is five years after their reinvestment into a QOF, or (ii) on which an inclusion event occurs. Under OZ 1.0 an eligible investor sells their Class A units. Eligible investors may also elect to increase the tax basis ofwith Class A units held by themrespect to theirits QOF investment interest to the fair market value of the investment interest on the date on which it is sold or exchanged, and similarly may elect to exclude from income gains from sales of non-inventory assets by the QOF, if the investor holds the QOF investment interest for a period of ten years or more prior to the date of sale or exchange if they hold our Class A units for a period of ten years or more,exchange, up to December 31, 2047. Provided these requirements are met, for U.S. federal income tax purposes an eligible investor will not be required to pay federal income tax on a sale of its QOF investment interest. This benefit iswill not be available with respect to sales or exchanges after December 31, 2047. Consequently, fewer Class A units may be actively traded in the public markets which would reduce the liquidity of the market for our Class A units. If an active market for our Class A units is not sustained, you may be unable to sell your Class A units at the time you desire to sell them, at a price at or above the price you paid for them, or without experiencing volatility in the price of our Class A units. An inactive market may also impair our ability to raise capital by selling Class A units and may impair our ability to make opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our Class A units as consideration.

If we are unable to raise sufficient proceeds in our ongoing PublicFollow-on Offerings,Offering, and any other offerings that we may conduct, we may not be able to fund all of our existing projects or find additional suitable investments, and, as a result, we may not be able to achieve our investment objectives or pay distributions.

Our ability to achieve our investment objectives and to pay distributions depends, in part, on our ability to fund our existing projects and on the ability of our Manager to find additional suitable and successful investment opportunities for us. If we fail to raise sufficient proceeds from the sale of Class A units in our PublicFollow-on Offerings,Offering, and any other offerings that we may conduct, we may be unable to fund all of our existing projects or to make additional suitable investments. At the same time, the more money we raise in our PublicFollow-on Offerings,Offering, and any other offerings that we may conduct, the greater our challenge will be to invest all of the net offering proceeds in investments that meet our investment criteria. Our investments consist of and are expected to continue to consist of properties located in qualified opportunity zones for the development or redevelopment of multifamily, student housing, senior living, healthcare, industrial, self-storage, hospitality, office, mixed-use, data centers and solar projects (collectively, “the qualified opportunity zone investments”) located throughout the United States and its territories. We also anticipate identifying, acquiring, developing or redeveloping and managing a wide range of commercial real estate properties located throughout the United States and its territories, including, but not limited to, real estate-related assets, such as commercial real estate loans and mortgages, and debt and equity securities issued by other real estate-related companies, as well as making private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses, with the goal of increasing distributions and capital appreciation. We cannot assure you that our Manager will be successful in locating and obtaining additional suitable qualified opportunity zone investments or that, if our Manager makes additional qualified opportunity zone investments on our behalf, our objectives will be achieved. What’s more, increased competition from other opportunity zone funds as well as any prospective legislative or regulatory changes related to qualified opportunity zone investments, may make it more difficult for our Manager to make suitable qualified opportunity zone investments. If we, through our Manager, are unable to find suitable investments promptly, we may invest in short-term, investment-grade obligations or accounts in a manner that is consistent with our qualification as a publicly traded partnership and qualified opportunity fund. If we would continue to be unsuccessful in locating suitable investments, we may ultimately decide to liquidate. In the event we are unable to timely locate suitable investments, we may be unable or limited in our ability to pay distributions and we may not be able to meet our investment objectives.

We, our Operating Companies, our Manager our Sponsor and certain of our ManagerSponsor’s subsidiaries, associates and affiliates (collectively, the “Sponsor Group”) have also entered into an EmployeeAmended and Restated Services and Cost Sharing Agreement pursuant to which our Manager is provided with access to, among other things, ourthe Sponsor’sSponsor Group and its affiliates’ portfolio management, asset valuation, risk management and asset management professionals and services as well as administration professionals and services addressing legal, compliance, investor relations and information technologies necessary for the performance by our Manager of its duties under the Management Agreement.

This team of investment, asset management and other professionals, acting through our Manager, makes all decisions regarding the origination, origination, selection, evaluation, structuring, acquisition, financing and development of our commercial real estate properties, real estate-related assets, including commercial real estate loans and mortgages, and debt and equity securities issued by other real estate-related companies, as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses, subject to the limitations in our Operating Agreement. Our Manager also provides portfolio management, marketing, investor relations, financial, accounting, and other administrative services on our behalf with the goal of maximizing our operating cash flow and preserving our invested capital. As such, our ability to achieve our investment objectives and to pay distributions to the holders of our Class A units is dependent in part on ourthe Sponsor’sSponsor Groups’ financial condition and ourthe Sponsor’sSponsor Groups’ and our relationship with our Manager. Any adverse changes in ourthe Sponsor Sponsor’sGroups’ financial condition or ourthe Sponsor’sSponsor Groups’ or our relationship with our Manager could hinder our ability to successfully manage our operations and our portfolio of assets and investments. In addition, our Manager and ourthe Sponsor Group only have limited assets and our recourse against our Manager or ourthe Sponsor Group if our Manager does not fulfill its obligations under the Management Agreement, is limited to termination of the Management Agreement.

If ourthe Sponsor Group fails to retain its key personnel, we may not be able to achieve our anticipated level of growth and our business could suffer.

Our future depends, in part, on ourthe Sponsor’sSponsor Groups’ ability to attract and retain key personnel. Our future also depends on the continued continued contributions of the executive officers and other key personnel of ourthe Sponsor Group acting through our Manager, each of whom would be difficult to replace. In particular, each of Brandon Lacoff and Martin Lacoff is critical to the management of our business and operations and the development of our strategic direction. The loss of the services of Brandon Lacoff, Martin Lacoff or other executive officers or key personnel of ourthe Sponsor Group and the process to replace any of ourthe Sponsor’sSponsor Groups’ key personnel would involve substantial time and expense and may significantly delay or prevent the achievement of our business objectives.

We do not have an exclusive management arrangement with our Manager. Accordingly, our Manager and its affiliates, including ourmembers Sponsor,of the Sponsor Group, can and will engage in other activities, including, without limitation, managing other investment programs sponsored or organized by our the Sponsor Group and its affiliates. Further, nothing in our Management Agreement limits or restricts the right of any manager, director, officer, employee or equity holder of our Manager, or any of its affiliates, including ourmembers Sponsor,of the Sponsor Group, to engage in any other business or to render services of any kind to any other person or entity.

Terminating the Management Agreement for unsatisfactory performance by our Manager is difficult and potentially costly. The initial term of theour Management Agreement commenced on October 28, 2020 and will continuecontinued through December 31, 2025.2025 and, following an evaluation of the Manager’s performance by the Board, was thereafter renewed for a subsequent three-year term. We may only terminate the Management Agreement (i) for “cause,” (ii) upon the bankruptcy of our Manager, or (iii) upon a material breach of the Management Agreement by our Manager. “Cause” is defined in the Management Agreement to mean fraud or willful malfeasance, gross negligence, the commission of a felony or a material violation of applicable law, in each case that has or could reasonably be expected to have a material adverse effect on us. Following the initial term, the Management Agreement will automatically renew for an unlimited number of three-year terms unless we elect not to renew or terminate it by providing our Manager with 180 days’ prior notice. We will review and evaluate our Manager’s performance under the Management Agreement at least 180 days prior to each renewal term.

Under our Operating Agreement, we have authority to issue an unlimited number of additional units and options, rights, warrants and appreciation appreciation rights relating to such units. In particular, our Board is authorized to provide for the issuance of an unlimited amount of one or more classes or series of units and to fix the number of units, the relative powers, preferences and rights, and the qualifications, limitations or restrictions applicable to each class or series thereof by resolution authorizing the issuance of such class or series, without member approval. We may elect to issue and sell additional units in future private or public offerings or issue units to our Manager or its affiliates, including ourmembers Sponsor,of the Sponsor Group, in payment of outstanding fees and expenses. We also intend to seek opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses using our equity as transaction consideration. Holders of our Class A units will not have preemptive rights to any units we issue in the future. To the extent we issue additional equity interests your percentage ownership interest in us would be diluted.

Our investment guidelines delegate to our Manager discretion and authority to execute acquisitions and dispositions of investments (including the reinvestment of capital basis and gains) in commercial real estate properties, real estate-related assets, including commercial real estate loans and mortgages, and debt and equity securities issued by other real estate-related companies, as well as private equity acquisitions and investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses, provided such investments are consistent with our investment objectives and strategy and our investment guidelines. Our Manager’s investment committee will periodically review our portfolio of assets and investments, our investment objectives and strategy and our investment guidelines to determine whether they remain in the best interests of our members and may recommend changes to our Board as it deems appropriate. Our Board does not, and is not be required to, review all of our proposed investments. Our Manager may use complex strategies or enter into costly transactions that are difficult or impossible to unwind by the time they are reviewed by our Board, which could result in investment returns that are below expectations or that result in losses, and which would materially and adversely affect our business operations and results.

We dispute any liability in this litigation, believe we have substantial defenses to Galinn’s claims, and arecontinue to vigorously defendingdefend the matter.

We initially qualified qualified as a “qualifiedQualified opportunityOpportunity fund”Fund beginning with our taxable year ended December 31, 2020.2020, Weand we currently intend to manage our affairs so that we continue to meet the requirements for classification as a “qualifiedQualified opportunityOpportunity fund,”Fund pursuant to Section 1400Z-2 of the Code and the related regulations issued by the U.S. Department of the Treasury (the “Treasury”) and U.S. Internal Revenue Service (the “IRS”) on December 19, 2019, together with the correcting amendments issued on April 6, 2020, additional relief issued on January 13, 2021 and further correcting amendments issued on August 5, 2021 (collectively the “Opportunity Zone Regulations”). However, qualifiedOn opportunitySeptember funds30, 2025, the Treasury and theIRS Opportunityalso Zoneissued preliminary Regulationsguidance are relatively new and as yet untested, and our ability to be treated as a qualified opportunity fund andrelated to operateOZ in conformity with the requirements to continue to be treated as a qualified opportunity fund is subject to uncertainty. If we fail to continue to meet the requirements for classification as a qualified opportunity fund, holders of our Class A units would lose the tax benefits associated with investing in a qualified opportunity fund and the value of our Class A units would likely be adversely affected.2.0.

In order to receive the benefits of investing in a qualified opportunity fund, taxpayers must make deferral elections on Form 8949, Sales and Other Dispositions of Capital Assets, which will need to be attached to their U.S. federal income tax returns for the taxable taxable year in which gain treated as capital gain (short-term or long-term) that results from the sale or exchange of capital assets to an unrelated person would have been recognized had it not been deferred. In addition, Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments,Investments (“Form 8997”), requires eligible taxpayers holding a qualified opportunity fund investment investment at any point during the tax year to report: (i) qualified opportunity fund investments holdings at the beginning and end of the tax year; (ii) current tax year capital gains deferred by investing in a qualified opportunity fund; and (iii) qualified opportunity fund investments disposed of during the tax year. Taxpayers may receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF) Investments,Investments (“Letter 6502”), or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments,Investments (“Letter 6503”), if they have not properly followed the instructions for Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments,8997 and the IRS is missing information, the taxpayer entered invalid information, or the requirements to maintain a qualifying investment have not been followed. Taxpayers who receive a Letter 6502, Reporting Qualified Opportunity Fund (QOF) Investments,6502 or a Letter 6503, Annual Reporting of Qualified Opportunity Fund (QOF) Investments, 6503 may need to file an amended return or an administrative adjustment request with a properly completed Form 8997, Initial and Annual Statement of Qualified Opportunity Fund (QOF) Investments.8997. The procedures that you will need to follow to defer your capital gains and the requirements related to maintaining a qualifying investment are highly technical and complex, accordingly, we recommend that you consult with your own tax advisor.

On May 9, 2023, the SEC declared effective our follow-on registration statement on Form S-11, as amended (File No. 333-271262) (the “Follow-on Registration Statement”), registering the offer and sale of up to $750,000,000 of our Class A units on a continuous “best efforts” basis by any method deemed to be an “at the market” offering pursuant to Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including by offers and sales made directly to investors or through one or more agents.agents (our “Follow-on Offering”).

In connection with the Follow-on Registration Statement, we entered into a non-exclusive dealer manager agreement with Emerson Equity LLC (the “Dealer Manager”), a registered broker-dealer, for the sale of our Class A units through the Dealer Manager. The Dealer Manager has and will continue to enter into participating dealer agreements and wholesale agreements with other broker-dealers, referred to as “selling group members,” to authorize those broker-dealers to solicit offers to purchase our Class A units. We will pay our Dealer Manager commissions of up to 0.25%, and the selling group members commissions ranging from 0.25% to 4.50%, of the principal amount of Class A unit sold in the Follow-on Offering.

For the year ended December 31, 2024,2025, we issued 41,774172,523 Class A units in connection with our PublicFollow-on Offerings. Offering. Together with the gross proceeds raised byin our primary offering, which expired in 2024 (our “Primary Offering” and, together with the Follow-on Offering, our “Public Offerings”) and the gross proceeds raised in Belpointe REIT in itsREIT’s prior offerings, as of December 31, 2024,2025, we have raised aggregate gross offering cash proceeds of $357.3 $368.6 million.

Despite expectations of the U.S. falling into recession, market conditions for multifamily and mixed-use rental properties in the geographic regions in which we operate have remained strong over the past several quarters. Future economic conditions and the demand for multifamily and mixed-use rental properties are, and the real estate industry in general is, subject to uncertainty as a result of a number of factors, including, among others, the rate of rent growth, rate of new construction, rate of absorption, the rate of unemployment, the impact on regional labor markets as a result of changes in immigration unemployment,policies, increasing energy costs, increasing interest rates, higher rates of inflation, instabilitychanges in the bankingavailability system,and price of insurance coverage, the availability of credit, credit and changes with respect to borrowing costs, financial market volatility, general economic uncertainty, and increasingother energymarket costs,conditions supplybeyond chainour disruptionscontrol, including impacts and laboruncertainties shortages.from political unrest, changes to trade policies, trade disputes and tariffs, recent military actions in Iran and the Middle East, changes in federal income tax laws resulting from the recent enactment of the One Big Beautiful Bill Act of 2025, and the forthcoming related administrative guidance and regulations, as well as other recent and prospective legislation and regulation, including landlord-tenant laws in the markets in which we operate. The potential effect of these and other factors and the projected impact of these and other events on our business, results of operations and financial performance, presents material uncertainty and risk with respect to our future performance and financial results, including the potential to negatively impact our costs of operations, our financing arrangements, the value of our investments, and the laws, regulations and governmental and regulatory policies applicable to us. As a result, our past performance may not be indicative of future results.

AsThe a result of the placement of Aster & Links in service and the commencementresults of operations duringbelow presents the yearoperating results of our two reportable segments, Commercial and Mixed-use, along with our consolidated results for the years ended December 31, 2024 (see Part I, Item 1—Our Investments), we have revised our reportable segments to include two distinct segments: Commercial2025, and Mixed-use properties.2024. We believe that segmentanalyzing net operating income (loss) (“NOI”) at the segment level (“Segment NOI”) provides a useful measurefinancial of our performance ofmeasure, our business, asbecause it reflects the core rental operations of our operating real estate.estate assets. We calculate Segment NOI is calculated as total revenues,rental revenue, less property expenses, excluding non-segment NOI (“Non-Segment NOI”). Non-Segment NOI includes corporate level items, such as management fees incurred to our Manager, depreciation and amortization, general and administrative expenses, interest expense, depreciation and amortization, interest income and other non-operating items.

For the year ended December 31, 2024,2025, as compared to the same period in 2023,2024, Segment NOI decreased by $1.1 million. This decrease is primarily due due to lower below-market rent intangible amortization impacting rental revenue, as certain intangible liabilities were fully amortized in 2023, as well as higher real estate taxes and insurancetax expenses.

General and administrative expenses primarily consists of employee cost sharing expenses (pursuant to our Management Agreement and Employeethe Amended and Restated Services and Cost Sharing Agreement (the “Services and Cost Sharing Agreement”) by and among us, our Operating Companies, our Manager, our Sponsor and certain of our Sponsor’s subsidiaries, associates and affiliates (collectively, the “Sponsor Group”)), marketing expenses, legal, audit, tax and accounting fees. See “Certain Relationships and Related Transactions, and Director Independence—Our Management Agreement” for additional details regarding our Management AgreementAgreement, and “Certain Relationships and Related Transactions, and Director Independence—Our EmployeeServices and Cost Sharing Agreement” for additional additional details regarding our employeeServices and costCost sharingSharing agreement.Agreement.

For the year ended December 31, 2024,2025, as compared to the same period in 2023,2024, general and administrative expenses decreasedincreased by $1.2$1.1 million. million. This decreaseincrease is primarily due to lowerthe marketingcapitalization expenses,of acertain decreaseemployee incost dead deal costs,sharing and areimbursements decrease in allocation of costs incurred byto our Manager andin itsthe affiliates.prior year period, which are no longer being capitalized in the current year period, as well as an increase in legal expenses incurred.

During the years ended December 31, 20242025 and 2023,2024, interest expense totaled $10.0$17.4 million and zero,$10.0 million, respectively, dueconsisting to of gross interest expense of $12.1$19.7 million and $0.5$12.1 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of $2.3 $2.7 million and $0.6$2.3 million, respectively, partially offset by capitalized interest and fees of $4.4 $5.0 million and $1.1$4.4 million, respectively. The increase in interest expense is primarily due to a higher weighted average outstanding debt balance and lower capitalized interest and fees.

For the year ended December 31, 2024,2025, as compared to the same period in 2023,2024, depreciation and amortization increased by $2.1$4.5 million. This increase is primarily due to the placement of fixed assets in service at Aster & Links and VIV which primarily occurred during 2024,the second partiallyquarter offsetof by2024 lowerand in-place leasethe intangiblefourth amortizationquarter asof certain2025, intangible assets were fully amortized in 2023.respectively.

During the yearsyear ended December 31, 2024, and 2023, we recorded impairment charges of $0.8 million and $4.1 million, respectively, in relation to one of our real estate assets located in Nashville, Tennessee, based on our conclusion that the estimated fair market value of the real estate asset was lower than the carrying value, and as a result, we reduced the carrying value to the fair market value.

Other expense for the periods presented were primarily comprised of gains and losses in connection with our interest rate caps. Please see “Note 9 – Derivative Instruments” in our consolidated financial statements in this Form 10-K for additional information.details regarding our interest rate caps.

Our primary needs for liquidity and capital resources are to fund our investments, including construction and development costs, pay our PublicFollow-on Offering and operating fees and expenses, pay any distributions that we may make to the holders of our units and pay interest on our outstanding indebtedness.

Our PublicFollow-on Offering and operating fees and expenses include, among other things, legal, audit and valuation fees and expenses, federal and and state filing fees, SEC, FINRA and NYSE filing fees, printing expenses, administrative fees, transfer agent fees, marketing and distribution fees, the management fee that we pay to our Manager, and fees and expenses related to acquiring, financing, appraising, and managing our commercial realand estatemixed-use properties. We are externally managed and do not have office or personnel expenses as we do not have any employees.

Our future needs for liquidity will depend on a variety of factors, including, without limitation, our ability to generate cash flows from operations, the timing and availability of net proceeds from our PublicFollow-on OfferingsOffering and any future offerings that we may conduct, the timing timing and extent of our real estate acquisition and disposition activities, and the timing and extent of our construction and development costs.

Economic uncertainty, uncertainty surrounding legislation, regulation and government policy at the U.S. federal level, fluctuating interest rates, unemployment rates, energy prices, trade disputes, tariffs, recent military actions in Iran and the Middle East, immigration, taxes, inflation, volatility in the real estate markets, slowdowns in transaction volume, delays in financings from banks and other lenders and other negative trends may, in the future, adversely impact our ability to timely access potential sources of liquidity. If we are unable to raise additional capital when desired, or on terms that are acceptable to us, our business, financial condition and results of operations could be adversely affected.

We believe that our cash on-hand, the anticipated net proceeds from our PublicFollow-on Offerings,Offering, and any future offerings that we may conduct, the proceeds from our current debt obligations, the projected cash flows from our real estate assets and our current and anticipated financing activities will be sufficient to meet our liquidity and capital resource requirements for the next 12 months from the date of issuance of this Form 10-K.

Capital Requirements and Resources

Where our Manager and its affiliates, including our Sponsor, have funded, and in the future if they continue to fund, our capital requirements by advancing us offering and operating fees and expenses, we reimburse our Manager and its affiliates, including ourmembers of the Sponsor, Group pursuant to the terms of our management agreementManagement Agreement and employeeServices and costCost sharingSharing agreement.Agreement. Fees payable and expenses reimbursable to our Manager and its affiliates, including members ourof Sponsor,the Sponsor Group, may be paid, at the election of the recipient, in cash, by issuance of our Class A Units at the then-current NAV, or through some combination of the foregoing. There were no Public Offering costs incurred by our Manager and its affiliates during the years ended December 31, 20242025 and 2023.2024. During the years ended December 31, 20242025 and 2023,2024, our Manager and its affiliates, including ourmembers Sponsor,of the Sponsor Group, incurred operating expenses of $2.6$2.1 million and $2.9$2.6 million, respectively, on our behalf. Our Manager and its affiliates, including members of the Sponsor Group, have deferred the collection of management fees and the reimbursement of operating fees and expenses, without interest, and may continue to do so in the future, to support our operations and ensure that we maintain sufficient liquidity under the terms of our guaranty agreements. All or any part of deferred fees and expenses may be taken in any period as determined by the Manager.

OnAs Juneof 26,December 2024,31, our2025, indirectwe majority-ownedhave subsidiarydrawn entered into a fixed-rate loan fordown $10.0 million inon principalthe amount900 with8th KHRE SMALand Funding, LLC,Loan, which is secureddue byto mature in July 2026. For additional details regarding 900 8th Avenue South. The 900 8th Land Loan bears interest at a rate of 9.50% per annum,South and is due to mature on June 26, 2025, with two six-month extension options, subject to certain restrictions. For additional details regarding the 900 8th Land Loan, see “Part I, Item 1—Our Investments—900 8th Avenue South – Nashville, Tennessee.”

We expect to continue to obtain the capital resources that we need over the short and long-term from cash on-hand, from the proceeds of our PublicFollow-on OfferingsOffering and any future offerings that we may conduct, from the advancement of reimbursable fees and expenses by our Manager Manager and its affiliates, including ourmember Sponsor,of the Sponsor Group, from the proceeds of our current debt obligations and future secured or unsecured financing from banks and other lenders, from projected operating funds from our real estate assets and from any other undistributed cash flow generated from operations. For additional details regarding our Public Offerings, see “Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Use of Proceeds from Registered Sales of Securities.”

Our targeted aggregate property-level leverage, excluding any debt at the Company level or on assets under development or redevelopment, after we have acquired a substantial portfolio of stabilized commercial and mixed-use real estate, is between 50-70% of the greater of the cost (before deducting depreciation or other non-cash reserves) or fair market value of our assets. During the period when we are acquiring, developing and redeveloping our investments, we may employ greater leverage on individual assets. An example of property-level leverage is a mortgage loan secured by an individual property or portfolio of properties incurred or assumed in connection with our acquisition of such property or portfolio of properties. An example of debt at the Company level is a line of credit obtained by us or our Operating Companies.

Net cash flows used in operating activities for the year ended December 31, 20242025 primarily relates to interest expense incurred on our indebtedness, the payment of employee cost sharing expenses as well as payments for property management, legal, and accounting fees. Operating revenues from recently placed into service properties were substantially offset by the related operating expenses. Net cash flows used in operating activities for the year ended December 31, 20232024 primarily relates to the payment interest incurred on our indebtedness, the payment of management fees and employee cost sharing expenses as well as payments for marketing,property management, legal, tax and accounting fees.

Critical Accounting PoliciesEstimates

We are the only publicly traded qualified opportunity fund listed on a national securities exchange. We are a Delaware limited liability company formed on January 24, 2020, and a partnership for U.S. federal income tax purposes. We are focused on identifying, acquiring, developing or redeveloping and managing commercial and mixed-use real estate located within qualified opportunity zones. At least 90% of our assets consist of qualified opportunity zone property. We qualified as a qualified opportunity fund beginning with our taxable year ended December 31, 2020. Because we are a qualified opportunity fundfund, certain of our investors are eligible for favorable capital gains tax treatment on their investments.

For the three and six months ended MarchJune 31,30, 2026, we have sold aggregate gross proceeds of $3,210,218zero and $3,210,218, respectively, of Class A units in connection with our Follow-on Offering. Together with the gross proceeds raised in our primary offering, which expired in 2024 (our “Primary Offering,” and together with our Follow-on Offering, our “Public Offerings”), and the gross proceeds raised in Belpointe REIT’s prior offerings, as of MarchJune 31,30, 2026, we have raised aggregate gross offering proceeds of $371.8 million million.in our Public Offerings.

The purchase price for Class A units in our Follow-on Offering iswas the lesser of (i) the net asset value (“NAV”) of our Class A units, and (ii) the average of the high and low sale prices of our Class A units on the NYSE American (the “NYSE”) during regular trading hours on the last trading day immediately preceding the investment date on which the NYSE was open for trading and trading in our Class A units occurred. Our Manager calculates our NAV within approximately 60 days of the last day of each quarter, and any adjustments take effect as of the first business day following its public announcement. On MarchMay 4,29, 2026, we announced that our NAV as of DecemberMarch 31, 31, 20252026 was equal to $116.17$116.25 per Class A unit.

Despite expectations of the U.S. falling into recession, market conditions for multi-family and mixed-use properties in the geographic regions in in which we operate have generally remained consistent over the past several quarters. Future economic conditions and demand for multifamily and mixed-use rental properties are, and the real estate industry in general is, subject to uncertainty as a result of a number of factors, including, among others, the rate of rent growth, rate of new construction, rate of absorption, the rate of unemployment, the impact on regional labor markets as a result of changes in immigration policies, increasing energy costs, increasing interest rates, higher rates of inflation, changes in the availability and price of insurance coverage, the availability of credit and changes with respect to borrowing costs, financial market volatility, general economic uncertainty, and other market conditions beyond our control, including impacts and uncertainties from political unrest, changes to trade policies, trade disputes and tariffs, recent military actions in Iran and the Middle East, changes in federal income tax laws resulting from the recent enactment of the One Big Beautiful Bill Act of 2025, and the forthcoming related administrative guidance and regulations, as well as other recent and prospective legislation and regulation, including landlord-tenant laws in the markets in which we operate. The potential effect of these and other factors and the projected impact of these and other events on our business, results of operations and financial performance, presents material uncertainty and risk with respect to our future performance and financial results, including the potential to negatively impact our costs of operations, our financing arrangements, the value of our investments, and the laws, regulations and governmental and regulatory policies applicable to us. As a result, our past performance may not be indicative of future results.

Aster & Links features an extensive suite of resident amenities, including a clubroom, fitness center, center courtyards with heated saltwater pools and rooftop amenities such as a community room, a private dining area for events, and outdoor grills and seating. Each building contains its own leasing office to support new residents. As of MayJuly 4,26, 2026, Aster & Links was greater than 71%82% leased.

As of MarchJune 31,30, 2026, we have drawn down approximately $176.2$177.8 million under the Aster & Links Loans.

During the year ended December 31, 2022, our indirect wholly-owned subsidiary entered into a construction management agreement for the development of Aster & Links (the “1991 Main CMA”). The 1991 Main CMA contains terms and conditions that are customary for a project of this type and is subject to a guaranteed maximum price (a “GMP”). The funding for construction associated with the development will be a minimum of $180.2 million, inclusive of the GMP, and are building to an estimated unlevered yield of greater than 6%.

1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”) – 1000 First Avenue North, St. Petersburg, Florida (“1000 First” or “VIV”) consists of approximately 1.6-acres which we acquired for an aggregate purchase price of $12.1 million inclusive of transaction costs. During the year ended December 31, 2025, we substantially completed construction construction at VIV. Leasing commenced in October 2025, and the first residential move-ins occurred in November 2025. As of May 4,July 26, 2026, VIV was greater than 53%71% leased.

In April 2023, our indirect majority-owned subsidiary entered into a construction management agreement in connection with the development of VIV (the “1000 First CMA”). The 1000 First CMA contains terms and conditions that are customary for a project of this type and will bewas subject to a GMP of $141.6$141.3 million. As of June 30, 2026 there were no remaining commitments under the 1000 First CMA.

On June 28, 2024, our indirect majority-owned subsidiary entered into a variable-rate construction loan agreement (the “1000 First Construction Loan Agreement”) for up to $104.0 million in principal amount (the “1000 First Construction Loan”) with various lenders, which is secured by VIV. Advances under the 1000 First Construction Loan bear interest at a per annum rate equal to the one-month term SOFR plus 3.80%, subject to a minimum all-in per annum rate of 7.55% and may be used to fund the development of VIV. The 1000 First Construction Loan has an initial maturity date of June 28, 2027 and contains two one-year extension options, subject to certain restrictions. As of MarchJune 31,30, 2026, we have drawn down $93.3$96.0 million on the 1000 First Construction Loan. In addition, we have entered into a series of guaranty agreements which require, among other things, that we maintain certain net worth and liquid asset standards during the term of the 1000 First Construction Loan. The 1000 First Construction Loan is prepayable in whole or in part at any time with not less than 45 days’ notice. Full prepayment is subject to an interest rate make-whole amount, if any, calculated as of the prepayment date.

As required under the terms of the 1000 First Construction Loan Agreement, on June 26,30, 2025,2026, our indirect majority-owned subsidiary entered into ana new interest rate cap agreement, effective July 1, 20252026 with a notional amount of $104.0 million, a strike price of 6.25% and which which is scheduled to mature on July 1, 2026.2027.

901-909 Central Central Avenue North – St. Petersburg, Florida – 901-909 Central Avenue North (“901-909 Central Avenue”) is a 0.13-acre site consisting of a single-story 5,328 gross square foot retail/office building comprised of 4four units located in St. Petersburg, Florida, which we acquired for an aggregate purchase price of $2.6 million, inclusive of transaction costs. As of MayJuly 7, 27, 2026, 901-909 Central Avenue was approximately 85% leased.

1700 Main Street – Sarasota, Florida – 1700 Main Street (“1700 Main”) is a 1.3-acre site, consisting of a former gas station, a three-story office building with parking lot and a two-story retail building, which we acquired for an aggregate purchase price of $6.9 million, inclusive of transaction costs. We currently anticipate that 1700 Main will be redeveloped into an approximate 150-apartment130-apartment home community consisting of one-bedroom, two-bedroom and three-bedroom units, with approximately 6,000 square feet of retail space located on the first two levels. We anticipate that 1700 Main will consist of a 10-story12-story podium style building with a 3-story,3-story 330-spaceparking garage with approximately 300 spaces, and 7nine stories of apartments above, including a clubroom, fitness fitness center and courtyard with a swimming pool, as well as a leasing office.

U.S.In NewsJuly &2026, WorldCNN Reportnamed Sarasota the number one town to visit in America’s Best Towns to Visit list, and Niche ranked Sarasota asCounty the 59thnumber bestone place to live in Floridacounty for 2025-2026,retirees and in the 4th bestnation placefor to retire in the United States.2026. Sarasota is headquarters to a diverse group of large companies, such as Boar’s Head Provisions, CAE Healthcare, Helios Sun HydraulicsTechnologies and Voalte. The Sarasota area also has a large number of universities including the University of Southern South Florida, Florida State University’s College of Medicine campus, Ringling College, State College of Florida, Keiser CollegeUniversity and New College of Florida.

On June 26, 2024, we, through our indirect majority-owned subsidiary, 900 Eighth, LP (“900 Eighth”), entered into a fixed-rate loan for $10.0 million in principal amount with KHRE SMA Funding, LLC, which is secured by 900 8th Avenue South (the “900 8th Land Loan”). The 900 8th Land Loan bears interest at a rate of 9.50% per annum. InOn 2025,June we10, exercised2026, all900 extensionEighth optionsentered oninto a loan modification agreement (the 900 8th“Loan LandModification Loan,Agreement”) extendingto extend the maturity date of the 900 8th Land Loan from July 2, 2026 to July 2, 2026.2027. In connection with the Loan Modification Agreement, we repaid $1.5 million in principal and paid $0.9 million in prepaid interest and fees. Following the Loan Modification Agreement, the principal balance of the 900 8th Land Loan is $8.5 million.

On September 15, 2025, 900 Eighth entered into an Agreement for Purchase and Sale of Property, as amended on January 12, 20262026, April 9, 2026, June 10, 2026, and AprilJuly 9,10, 2026 (collectively the “Amended 900 8th Purchase and Sale Agreement”) with WP South Acquisitions, L.L.C. (“WP South”), for the sale of 900 8th Avenue South, together with all improvements thereon and rights to intangible personal property related thereto, for an aggregate purchase price of $19.3$19.6 million, subject to adjustment for any additional number of units that WP South is permitted and intends to construct in excess of the minimum number of units set forth in the 900 8th Purchase and Sale Agreement.million.

Under the terms and conditions of the 900 8th Purchase and Sale Agreement, the entitlements date will fall on MayAugust 11,10, 2026 (the “Entitlements Date”), the inspection date will fall 30 days after the Entitlements Date (the “Inspection Date”) and, subject to the remaining customary terms and conditions set forth in the Amended 900 8th Purchase and Sale Agreement, the anticipated closing of the sale will take place on the earlier of 180 days following the Inspection Date or any other closing date (the “Closing Date”) chosen by WP South upon seven days prior written notice to 900 Eighth, with such Closing Date subject to three discretionary 30-day extensions by WP South. The Amended 900 8th Purchase and Sale Agreement is also subject to certain customary representations, warranties and closing conditions.

As a result, we believe our Davidson Properties, which benefit from completed entitlement and rezoning efforts, are also well-positioned to realize value appreciation. Accordingly, we have engaged a brokerintend to marketsell our Davidson Properties for sale in order to attempt to maximize value for our unitholders.

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, 2028. 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 (“Tokeneke Partners”) a 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 subject to adjustment as provided in the BPOZ Tokeneke Note. The proceeds of the BPOZ Tokeneke Loan were immediately applied by Tokeneke Road Road in connection with consummation of its purchase of certain real property located at 100 Tokeneke Road, Darien, Connecticut (the “Property”). During the three months ended March 31, 2026, we recognized interest income of less than $0.1 million in connection with the BPOZ Tokeneke Loan.

Comparison of the Three Months Ended MarchJune 31,30, 2026 to the Three Months Ended MarchJune 31,30, 2025

The following table sets forth information regarding our results of Segment NOI, reconciled to our consolidated statement of operations, for the three months ended MarchJune 31,30, 2026 and 2025 (amounts in thousands):

During the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025, Commercial Segment NOI decreasedincreased by $0.2$0.3 million, primarily due to alower decreasereal inestate basetax rents as a result of vacanciesexpenses and an increase in propertyrental expenses. The increase in property expenses is primarily attributable to higher real estate taxes, partially offset by lower repairs and maintenance expense.revenue.

During the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025, Mixed-use Segment NOI increased by $0.4$2.1 million, primarily as a result of VIV, which was substantially completed on September 30, 2025 and therefore did not contribute NOI in the prior year period, as well as increased NOI at Aster & Links due to increased occupancy, partially offset by higher property expenses.

Pursuant to the terms of a management agreement between us, our Operating Companies and our Manager (the “Management Agreement”), we pay our Manager a quarterly management fee in arrears of one-fourth of 0.75%. The management fee is based on our NAV at the end of each quarter. During the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025, management fees were relatively flat.

During the three months ended MarchJune 31,30, 2026 and 2025, general and administrative expenses primarily consisted of employee cost sharing expenses expenses (pursuant to our Management Agreement and the Amended and Restated Services and Cash Sharing Agreement between us, our Operating Companies, our Manager and our Sponsor (the “Services and Cost Sharing Agreement”)), marketing expenses, legal, audit, tax and accounting fees. During the three months ended MarchJune 31,30, 2026, as compared to the same period in 2025, general and administrative expenses increasedwere by $0.2 millionrelatively primarily due to increased marketing, and tax preparation fees, partially offset by decreased legal costs.flat.

During the three months ended MarchJune 31,30, 2026 and 2025, interest expense totaled $5.3$5.6 million and $4.4$2.9 million, respectively, consisting of gross interest expense of $4.6$4.9 million and $4.8$5.5 million, respectively, and the impact of non-cash amortization of debt discount and debt issuance costs of $0.7 million and $0.7 million, respectively, partially offset by capitalized interest and fees of zero and $1.1$3.3 million, respectively. The increase in interest expense during the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025, is primarily due to the completion of development activities at certain properties and therefore interest is no longer being capitalized.

During the three months ended MarchJune 31,30, 2026 as compared to the same periodsperiod in 2025, depreciation and amortization increased by $1.2 million primarily as a result of VIV, which was substantially completed on September 30, 2025,2025; therefore, the related assets were not yet in service during the prior year period.

During the three months ended MarchJune 31,30, 2026 and 2025, interest income wasdecreased relativelyby flat$0.1 andmillion consistedprimarily ofdue to lower interest earned from cash balances held in interest bearing bank accountsaccounts, andpartially offset by interest income from the BPOZ Tokeneke Loan (see “—Our Investments—100 Tokeneke Road – Darien, Connecticut”).

Other income (expense) for the three months ended MarchJune 31,30, 2026 and 2025 primarily consisted of gains and losses in connection with our interest rate caps. Please see “Note 7– Debt, Net” and “Note 9 – Derivative Instruments” in our consolidated financial statements in this Form 10-Q for additional information regarding our interest rate caps.

Our primary needs for liquidity and capital resources are to fund our investments, including construction and development costs, pay our Follow-on Offeringoffering and operating fees and expenses, pay any distributions that we may make to the holders of our units and pay interest on our outstanding indebtedness.

Our Follow-on Offeringoffering and operating fees and expenses include, among other things, legal, audit and valuation fees and expenses, federal and state filing fees, SEC, FINRA and NYSE filing fees, printing expenses, administrative fees, transfer agent fees, marketing and distribution fees, the management fee that we pay to our Manager, and fees and expenses related to acquiring, financing, developing, appraising, and managing managing our commercial and mixed-use properties. We are externally managed and do not have office or personnel expenses as we do not have any employees.

Our future needs for liquidity will depend on a variety of factors, including, without limitation, our ability to generate cash flows from operations, the timing and availability of net proceeds from our Follow-onequity Offering and any future offerings that we may conduct,offerings, the timing and extent of our real estate acquisition and disposition activities, and the timing and extent of our construction and development costs.

We believe that our cash on-hand, the anticipated net proceeds from our Follow-onequity Offering and any future offerings that we may conduct,offerings, the proceeds from our current debt obligations, the projected cash flows from our real estate assets and our current and anticipated financing activities will be sufficient to meet our liquidity and capital resource requirements for the next 12 months from the date of issuance of this Form 10-Q.

Where our Manager and its affiliates, including our Sponsor, have funded, and in the future if they continue to fund, our capital requirements requirements by advancing us offering and operating fees and expenses, we reimburse our Manager and its affiliates, including our Sponsor, pursuant to the terms of our Management Agreement and Services and Cost Sharing Agreement. Fees payable and expenses reimbursable to our Manager and its affiliates, including our Sponsor, may be paid, at the election of the recipient, in cash, by issuance of our Class A Units at the then-current NAV, or through some combination of the foregoing. There were no Public Offering costs incurred by our Manager and its affiliates during the threesix months ended MarchJune 31,30, 2026 and 2025. During the three months ended MarchJune 31,30, 2026 and 2025, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $0.5 million and $0.4 million, respectively, on our behalf. During the six months ended June 30, 2026 and 2025, our Manager and its affiliates, including our Sponsor, incurred operating expenses of $0.5$0.9 million million and $0.5$0.9 million, respectively, on our behalf. Our Manager and its affiliates, including our Sponsor, have deferred the collection of management fees and the reimbursement of operating fees and expenses, without interest, and may continue to do so in the future, to to support our operations and ensure that we maintain sufficient liquidity under the terms of our guaranty agreements. All or any part of deferred fees and expenses may be taken in any period as determined by the Manager.

In September 2025, we completed approximately $204.1 million in post-construction Aster & Links Refinance Transactions, the proceeds of which were used to retire existing construction debt and will provide additional liquidity to support lease-up and stabilization. In connection with the Aster & Links Refinance Transactions we also entered into a series of guaranty agreements whereby we have guaranteed payment and performance of certain of the Aster & Links Borrowers’ obligations under the Aster & Links Loan Agreements. The guaranty agreements require, among other things, that we maintain certain net worth and liquid asset standards during the term of the Aster & Links Loans. As of MarchJune 31,30, 2026, we were in compliance with all of the net worth and liquid asset standards. See “—Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”)—Aster & Links Mortgage and Mezzanine Loans” above and “Note 7 – Debt, Net” to our unaudited consolidated financial statements in this Form 10-Q for a more detailed discussion of the Aster & Links Refinance Transactions.

As of MarchJune 31,30, 2026, we had an unfunded capital commitment totaling $3.7 million under the 1991 Main CMA as well as other construction related commitments for the development of Aster & Links. See “—Our Investments—1991 Main Street Street – Sarasota Florida (“Aster & Links”)—Aster & Links Construction Management Agreement” above for additional details regarding the 1991 Main CMA.

As of the date of this Form 10-Q, we currently anticipate that the remaining funding forof constructiondevelopment and softleasing related costs associated with the development of Aster & Links will be a minimum of $12.1$11.4 million (inclusive of the aforementioned unfunded capital commitment). For additional details regarding Aster & Links, see “—Our Investments—1991 Main Street – Sarasota Florida (“Aster & Links”).”

As of MarchJune 31,30, 2026, we have drawn down $93.3$96.0 million on the 1000 First Construction Loan and had an unfunded capital commitment of $0.8 million under the 1000 First CMA.Loan. See “—Our Investments—1000 First Avenue North and 900 First Avenue North – St. Petersburg, Florida (“VIV”)” above for a more detailed discussion of the 1000 First Construction Loan and 1000 First CMA.Loan.