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OZ on NYSE

Belpointe PREP, LLC

Belpointe PREP, LLC is an American real estate company based in Greenwich, incorporated in Delaware.2 Its shares trade on NYSE under the symbol OZ.2

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Last updated Oct 21, 2026.

Overview

$9.2MRevenue, fiscal 20253
-$40.0MNet income, fiscal 20253

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  • TickerOZ on NYSE2
  • IndustryReal Estate2
  • HeadquartersGreenwich, United States2
  • Incorporated inDE4
  • Business address255 Glenville Road, Greenwich, Ct 068314
  • Filer category, Emerging growth company4
  • Legal formLimited Liability Company2
  • LEI5493008IJWV8ECZGGI792
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O NORTHWEST REGISTERED AGENT SERVICE, INC., 19901 Dover, United States2
  • Registered withDivision of Corporations, Department of State, 78166822

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Act”), including by offers and sales made directly to investors or through one or more agents (our “Follow-on Offering”).6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-435.9%Net margin3
243.4%Revenue growth, 20253

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$9.2M

Out of $9.2M in revenue.3 The company lost money this year.

Financial statements

Revenue789103$9.2M in 2025+8996% since 2020
0$2.5M$5.0M$7.5M$10.0M2020: $101.0K$101.0K20202021: $997.0K$997.0K2021+887%2022: $1.4M$1.4M2022+40%2023: $2.3M$2.3M2023+62%2024: $2.7M$2.7M2024+19%2025: $9.2M$9.2M2025+243%
Net income789103-$40.0M in 2025+35655% since 2020
-$60.0M-$40.0M-$20.0M02020: -$112.0K-$112.0K20202021: -$3.1M-$3.1M2021+2699%2022: -$7.7M-$7.7M2022+145%2023: -$14.4M-$14.4M2023+87%2024: -$23.9M-$23.9M2024+66%2025: -$40.0M-$40.0M2025+68%

Every line of the income statement as filed: the last 2 fiscal years, latest first.3

Period ending2025-12-312024-12-31
Rental revenue$9.2M$2.7M
Total revenue$9.2M$2.7M
Property expenses$15.0M$6.8M
General and administrative$6.2M$5.1M
Interest expense$17.4M$10.0M
Depreciation and amortization$8.7M$4.2M
Impairment of real estate$777.0K
Total expenses$47.3M$26.9M
Interest income$1.0M$646.0K
Other expense-$46.0K-$228.0K
Loss on extinguishment of debt-$3.0M
Total other (loss) income-$2.0M$418.0K
Loss before income taxes-$40.1M-$23.9M
Provision for income taxes-$1.0K
Net loss-$40.1M-$23.9M
Net loss attributable to noncontrolling interests$25.0K
Net loss attributable to Belpointe PREP, LLC-$40.0M-$23.9M
Net loss per unit basic-$10.72-$6.56
Net loss per unit diluted-$10.72-$6.56
Weighted-average units outstanding basic3.7M shares3.6M shares
Weighted-average units outstanding diluted3.7M shares3.6M shares

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Corporate structure

Belpointe PREP, LLC sits at the top of its group. 54 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Belpointe PREP, LLC

  • Belpointe PREP, LLC Greenwich, Connecticut, United States
    • 1000 Davidson, LP Subsidiary · Tennessee, United States
    • 1130 Davidson, LP Subsidiary · Tennessee, United States
    • 1400 Davidson, LP Subsidiary · Tennessee, United States
    • 800 Davidson, LP Subsidiary · Tennessee, United States
    • 900 Eighth, LP Subsidiary · Tennessee, United States
    • Belpointe PREP Acquisitions, LLC Subsidiary · Connecticut, United States
    • Belpointe PREP Financing, LLC Subsidiary · Connecticut, United States
    • Belpointe PREP OC, LLC Subsidiary · Delaware, United States
    • Belpointe PREP TN OC, LLC Subsidiary · Delaware, United States
    • BP Mezz 1991 Main, LLC Subsidiary · Delaware, United States
    • BPOZ 1000 Davidson GP, LLC Subsidiary · Delaware, United States
    • BPOZ 1000 Davidson QOZB, LLC Subsidiary · Delaware, United States
    • BPOZ 1000 First Holding, LLC Subsidiary · Delaware, United States
    • BPOZ 1000 First Parent, LLC Subsidiary · Delaware, United States
    • BPOZ 1000 First QOZB, LLC Subsidiary · Delaware, United States
    • BPOZ 1000 First, LLC Subsidiary · Delaware, United States
    • BPOZ 1130 Davidson GP, LLC Subsidiary · Delaware, United States
    • BPOZ 1130 Davidson QOZB, LLC Subsidiary · Delaware, United States
    • BPOZ 1400 Davidson GP, LLC Subsidiary · Delaware, United States
    • BPOZ 1400 Davidson QOZB, LLC Subsidiary · Delaware, United States
    • BPOZ 17 Cedar Swamp, LLC Subsidiary · Connecticut, United States
    • BPOZ 1700 Main Holding, LLC Subsidiary · Delaware, United States
    • BPOZ 1700 Main QOZB, LLC Subsidiary · Delaware, United States
    • BPOZ 1700 Main, LLC Subsidiary · Delaware, United States
    • BPOZ 1701 Ringling Holding, LLC Subsidiary · Delaware, United States
    • and 28 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Belpointe PREP, LLC reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$63.1M3 Dec 31, 2025$51.0M3 Dec 31, 2024+23.7%
Furniture and fixtures$7.7M3 Dec 31, 2025$2.6M3 Dec 31, 2024+192.4%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$531.9M3 Dec 31, 2025$485.3M3 Dec 31, 2024+9.6%
Real estate investments, at cost$547.1M3 Dec 31, 2025$492.2M3 Dec 31, 2024+11.2%
Real estate accumulated depreciation$15.2M3 Dec 31, 2025$6.9M3 Dec 31, 2024+120.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$24.3M3 Dec 31, 2025$24.7M3 Dec 31, 2024−1.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$7.2M3 Dec 31, 2025$7.3M3 Dec 31, 2024−2.3%

Properties, in its own words

Our principal executive offices are located in a space owned by an affiliate of our Sponsor at 255 Glenville Road, Greenwich, Connecticut 06831. We consider these facilities to be suitable for the management of our business.

For an overview of our investments in multifamily and mixed-use rental properties, refer to Part I, Item 1—Our Investments.

Item 2 of the 10-K filed Mar 20, 2026.6

Leadership

Who has led Belpointe PREP, LLC, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Brandon E. Lacoff2021
2025
Board members and other officers (7)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • 1000 Davidson, LP Tennessee5
  • 1130 Davidson, LP Tennessee5
  • 1400 Davidson, LP Tennessee5
  • 800 Davidson, LP Tennessee5
  • 900 Eighth, LP Tennessee5
  • BP Mezz 1991 Main, LLC Delaware5
  • BPOZ 1000 Davidson GP, LLC Delaware5
  • BPOZ 1000 Davidson QOZB, LLC Delaware5
  • BPOZ 1000 First Holding, LLC Delaware5
  • BPOZ 1000 First Parent, LLC Delaware5
  • BPOZ 1000 First QOZB, LLC Delaware5
  • BPOZ 1000 First, LLC Delaware5
  • BPOZ 1130 Davidson GP, LLC Delaware5
  • BPOZ 1130 Davidson QOZB, LLC Delaware5
  • BPOZ 1400 Davidson GP, LLC Delaware5
  • BPOZ 1400 Davidson QOZB, LLC Delaware5
  • BPOZ 17 Cedar Swamp, LLC Connecticut5
  • BPOZ 1700 Main Holding, LLC Delaware5
  • BPOZ 1700 Main QOZB, LLC Delaware5
  • BPOZ 1700 Main, LLC Delaware5
  • BPOZ 1701 Ringling Holding, LLC Delaware5
  • BPOZ 1701 Ringling QOZB, LLC Delaware5
  • BPOZ 1701 Ringling, LLC Delaware5
  • BPOZ 1702 Ringling, LLC Delaware5
All 53 listed subsidiaries
  • BPOZ 1710 Ringling, LLC Delaware5
  • BPOZ 1718 Main, LLC Delaware5
  • BPOZ 1750 Storrs Holding, LLC Connecticut5
  • BPOZ 1750 Storrs QOZB, LLC Connecticut5
  • BPOZ 1750 Storrs, LLC Connecticut5
  • BPOZ 1900 Fruitville, LLC Delaware5
  • BPOZ 1991 Main Holding II, LLC Connecticut5
  • BPOZ 1991 Main QOZB, LLC Delaware5
  • BPOZ 1991 Main, LLC Delaware5
  • BPOZ 800 Davidson GP, LLC Delaware5
  • BPOZ 800 Davidson QOZB, LLC Delaware5
  • BPOZ 900 Eighth Common, LLC Delaware5
  • BPOZ 900 Eighth GP, LLC Delaware5
  • BPOZ 900 Eighth Holding, LLC Delaware5
  • BPOZ 900 Eighth Preferred, LLC Delaware5
  • BPOZ 900 Eighth QOZB, LLC Delaware5
  • BPOZ 900 First, LLC Delaware5
  • BPOZ 901 Central, LLC Delaware5
  • BPOZ Davidson Common, LLC Delaware5
  • BPOZ Davidson Holding, LLC Delaware5
  • BPOZ Davidson Preferred, LLC Delaware5
  • BPOZ Storrs Holding, LLC Connecticut5
  • BPOZ Storrs Road, LLC Connecticut5
  • BREIT Merger, LLC Delaware5
  • Belpointe PREP Acquisitions, LLC Connecticut5
  • Belpointe PREP Financing, LLC Connecticut5
  • Belpointe PREP OC, LLC Delaware5
  • Belpointe PREP TN OC, LLC Delaware5
  • CMC Storrs SPV, LLC Connecticut5

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 15, 20268-K Shareholder vote21
  2. Aug 28, 20268-K Other events22
  3. Jun 15, 20268-K Other events23
  4. Jun 1, 20268-K Other events24
  5. Mar 10, 20268-K Entered a material agreement25
  6. Mar 9, 20268-K Entered a material agreement26
  7. Jan 12, 20268-K Entered a material agreement27
  8. Oct 9, 20258-K Entered a material agreement; New debt or obligation28
  9. Oct 3, 20258-K Entered a material agreement; New debt or obligation29
  10. Sep 19, 20258-K Entered a material agreement30
  11. Sep 16, 20258-K Shareholder vote31
  12. Jun 30, 20258-K Entered a material agreement32
  13. Oct 13, 2021New chief executive Brandon E. Lacoff becomes CEO15
  14. Jan 24, 2020Founded Belpointe PREP, LLC is founded2

Calendar

Coming up

  1. Nov 13, 2026Reports results for the quarter ending Sep/202633

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

204 filings to the SEC since October 2021: 6 annual reports, 17 quarterly reports, 34 major events, 6 insider forms, 6 large holders, 135 other. The latest 20:

  1. Oct 15, 20268-K EDGAR
  2. Aug 28, 20268-K EDGAR
  3. Aug 27, 2026DEF 14A EDGAR
  4. Aug 27, 2026ARS EDGAR
  5. Aug 17, 2026PRE 14A EDGAR
  6. Aug 4, 202610-Q EDGAR
  7. Jun 15, 20268-K EDGAR
  8. Jun 1, 20268-K EDGAR
  9. May 13, 202610-Q EDGAR
  10. Apr 14, 2026FWP EDGAR
  11. Mar 20, 202610-K EDGAR
  12. Mar 10, 20268-K/A EDGAR
  13. Mar 9, 20268-K EDGAR
  14. Mar 4, 2026424B3 EDGAR
  15. Jan 30, 2026FWP EDGAR
  16. Jan 30, 2026FWP EDGAR
  17. Jan 30, 2026FWP EDGAR
  18. Jan 30, 2026FWP EDGAR
  19. Jan 30, 2026FWP EDGAR
  20. Jan 29, 2026SCHEDULE 13G/A EDGAR

The 204 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 43. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Empirical Financial Services, LLC d.b.a. Empirical Wealth Management241,017$10.9M0.2%−5,614
Precision Wealth Strategies, LLC235,002$10.6M3.2%−5,687
Belpointe Asset Management LLC217,600$9.9M0.3%−8,858
Osaic Holdings, Inc.94,077$4.3M0.0%No change
United Asset Strategies, Inc.88,722$4.0M0.3%−632
Brookwood Investment Group LLC35,995$1.6M0.2%−1,876
LPL Financial LLC25,517$1.2M0.0%+9,064
Mason & Associates Inc24,640$1.1M0.2%−700
Wealth Alliance, LLC22,979$1.0M0.1%No change
Lido Advisors, LLC22,911$1.0M0.0%−40,912
Sheets Smith Wealth Management21,783$986.6K0.1%No change
Robertson Stephens Wealth Management, LLC21,203$960.3K0.0%No change
Rockefeller Capital Management L.P.18,360$831.5K0.0%No change
Navis Wealth Advisors, LLC16,226$734.9K0.3%No change
Arax Advisory Partners15,890$719.7K0.0%New
Keystone Wealth Services, LLC15,558$704.6K0.1%No change
B.O.S.S. Retirement Advisors, LLC14,959$677.5K0.2%−137
Cetera Investment Advisers14,856$672.8K0.0%−3,474
Mariner, LLC11,973$542.3K0.0%−5,516
Hopwood Nicholas Hunter7,678$347.7K0.1%No change
Mutual Advisors, LLC7,500$339.7K0.0%No change
Tounjian Advisory Partners, LLC6,273$284.1K0.1%New
Lane Brothers & Co Inc6,187$280.2K0.2%No change
Foundations Investment Advisors, LLC6,052$274.1K0.0%−1,962
Walser Wealth Management Company, A Ltd Liability Co6,052$274.1K0.1%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Belpointe PREP, LLC is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBelpointe PREP, LLC1
  • CIK0001807046
  • Employer ID (EIN)84-44120836
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company6
  • Incorporated inDelaware6
  • Fiscal year endsDecember 311
  • Industry code (SIC)6500 Real Estate1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address255 Glenville Road, Greenwich, CT 068311
  • Phone203-883-19441
  • Shares outstanding3,896,184 Common Class A shares; 100,000 Common Class B shares as of Mar 13, 20266
  • Public float$210.9M as of Jun 30, 20256
  • AuditorCohnReznick, LLP, New York, New York PCAOB ID 2468; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceApr 16, 20201
  • Filings227 in all: FWP (69), 424B3 (34), 8-K (32), 10-Q (15), UPLOAD (10), 3 (6), S-11/A (6), 10-K (5)1
    All 30 form types

    CORRESP (5), DEF 14A (5), DRS/A (4), DRSLTR (4), ARS (3), DEFA14A (3), EFFECT (3), S-4/A (3), 10-Q/A (2), 8-K/A (2), DRS (2), S-11 (2), SC 13G/A (2), SCHEDULE 13G/A (2), 10-K/A (1), 424B4 (1), 8-A12B (1), CERT (1), PRE 14A (1), S-4 (1), SC 13G (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 20, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Aug 27, 2026
    Latest 8-K (8-K) Oct 15, 2026

Securities registered for trading

ClassSymbolExchange
Class A unitsOZNYSE American

From the cover page of the 10-K filed Mar 20, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Belpointe PREP, LLC names in Item 1A of its 10-K filed Mar 20, 2026: 75 risks under these headings, as written.6

  • Risks Related to our Organizational Structure
  • We have a limited operating history, and the prior performance of our Sponsor or other real estate investment opportunities sponsored by our Sponsor may not predict our future results.
  • We have only held our investments for a limited period of time, and you will not have the opportunity to evaluate our future investments before we make them, which makes your investment more speculative.
  • Our Class A units are listed on the NYSE American, however, an active, liquid and orderly market for our Class A units may not be sustained.
  • If we are unable to raise sufficient proceeds in our ongoing Follow-on 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 deploy the capital we raise in our Public Offerings may be constrained.
  • Our NAV per Class A unit may change materially from our current NAV.
  • Valuations and appraisals of our real estate and real estate assets are estimates of fair value and may not necessarily correspond to realizable value, in addition it may be difficult to reflect, fully and accurately, material events that impact our NAV.
  • NAV calculations are not set by governmental or independent securities, financial or accounting rules or standards.
  • Our Sponsor does not hold a significant amount of our equity, and therefore may not be as strongly incentivized to avoid losses as a sponsor who holds a significant equity investment, and as a result you may be more likely to sustain a loss on your investment.
  • Our Sponsor currently sponsors and will in the future sponsor other investment programs some of which may compete with us.
  • Our Manager and its affiliates have little or no experience managing a portfolio of assets in the manner necessary to maintain our qualification as a publicly traded partnership and qualified opportunity fund or our exclusion or exemption from registration under the Investment Company Act.
The other 64 risks
  • Any adverse changes in our Sponsor’s financial health, or our Sponsor’s or our relationship with our Manager or its affiliates could hinder our operating performance.
  • If the 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.
  • The Management Agreement with our Manager was not negotiated with an unaffiliated third party on an arm’s length basis and may not be as favorable to us as if it had been negotiated with an unaffiliated third party.
  • We do not have an exclusive management arrangement with our Manager.
  • Terminating the Management Agreement for unsatisfactory performance by our Manager or electing not to renew the Management Agreement may be difficult, and, even if we elect not to renew or terminate the Management Agreement, our Manager will continue to hold our Class B units.
  • If we pay distributions from sources other than our cash flow from operations, we will have less funds available for investments and your overall return may be reduced. Likewise, funding distributions from the sale of additional securities will dilute your interest in us on a percentage basis and may impact the value of our Class A units.
  • Your interest in us will be diluted if we issue additional units.
  • Our investment guidelines delegate broad discretion to our Manager and our Board does not approve each investment and financing decision made by our Manager.
  • We may change our investment strategy and guidelines without member consent.
  • Our Operating Agreement contains provisions that substantially limit remedies available to holders of our units for actions that might otherwise result in liability for our officers, directors, or Manager.
  • Certain claims that may be brought against the Company or our Sponsor, Manager, directors, officers, or other agents must be resolved by final and binding arbitration, which follows a different set of procedures and may be more restrictive than litigation.
  • Our Operating Agreement designates the United States District Court for the Southern District of New York or, if that court does not have jurisdiction, the state courts of New York located in the borough of Manhattan, City of New York, as the sole and exclusive forum for certain claims precluded from resolution pursuant to the mandatory arbitration provision of our Operating Agreement.
  • Holders of our Class A units have limited voting rights and may be bound by a majority or supermajority vote or by a vote of the holder of our Class M unit, as applicable.
  • If we internalize our management functions, your interest in us could be diluted, and we could incur other significant costs associated with being self-managed.
  • We will incur additional costs and expenses associated with maintaining our status as a publicly traded partnership and operating as an Exchange Act reporting company.
  • We are not required to comply with certain reporting and disclosure requirements that are applicable to other public companies.
  • If we fail to maintain effective disclosure controls and procedures or internal controls over financial reporting, we may not be able to accurately and timely make our required disclosures or report our financial results.
  • Your investment returns may be reduced if we are required to register as an investment company under the Investment Company Act.
  • We enter into joint ventures, partnerships, co-tenancies and other co-ownership arrangements or participations with affiliates of our Sponsor and Manager, including Belpointe SP, LLC.
  • We may make a substantial amount of joint venture investments, including with affiliates of our Manager and Sponsor, such as members of the Belpointe SP Group. Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on the financial condition of our joint venture partners and disputes between us and our joint venture partners.
  • Operational risks may disrupt our business, result in losses or limit our growth.
  • If our techniques for managing risk are ineffective, we may be exposed to unanticipated losses.
  • Risks Related to our Assets and Investments
  • Our success is dependent on general market and economic conditions as well as numerous other factors outside of our control.
  • Recent uncertainty surrounding legislation, regulation and governmental policy at the U.S. federal level could lead to disruptions in or have the effect of negatively impacting our business, financial condition, results of operations and cash flows.
  • Our cash, cash equivalents and other investments may be adversely effected if the financial institutions in which we hold our cash, cash equivalents and other investments were to fail.
  • The market in which we participate is competitive and, if we do not compete effectively, our operating results could be harmed.
  • We are subject to fraud risk, which could adversely affect our business, financial condition and results of operations.
  • Our performance is subject to risks associated with the real estate industry.
  • Real estate investments are subject to general industry downturns as well as downturns in specific geographic regions. We cannot predict occupancy levels for a particular property or whether any tenant or mortgage or other real estate related loan borrower will remain solvent. We also cannot predict the future value of our investments. Accordingly, we cannot guarantee that you will receive cash distributions.
  • There are significant risks associated with the development or redevelopment of our real estate investments that may prevent their completion on budget and on schedule and which may adversely affect our financial condition and results of operations.
  • Our Manager’s due diligence may not reveal all factors or risks affecting an investment.
  • Actual rents we receive may be less than estimated, operating expenses may be higher than anticipated and we may experience a decline in rental rates from time to time, any of which could adversely affect our financial condition, results of operations and cash flow.
  • Properties that have significant vacancies could be difficult to sell, which could diminish the return on these properties.
  • We may enter into long-term leases with tenants in certain properties, which may not result in fair market rental rates over time.
  • Certain properties that we acquire may not have efficient alternative uses and we may have difficulty leasing them to new tenants or have to make significant capital expenditures to get them to do so.
  • We depend on tenants for our revenue, and lease defaults or terminations could reduce our net income and limit our ability to pay distributions.
  • If any of our significant tenants were adversely affected by a material business downturn or were to become bankrupt or insolvent, our results of operations could be adversely affected.
  • We expect to acquire primarily qualified opportunity zone investments, with a focus on markets with favorable risk-return characteristics. If our investments in these geographic areas experience adverse economic conditions, our investments may lose value and we may experience losses.
  • Actions of any joint venture partners that we may have in the future could reduce the returns on joint venture investments and decrease your overall investment return.
  • We intend to seek opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses.
  • Costs imposed pursuant to governmental laws and regulations may reduce our net income and the cash available for distributions.
  • The costs of defending against claims of environmental liability, of complying with environmental regulatory requirements, of remediating any contaminated property or of paying personal injury or other damage claims could reduce the amounts available for distributions.
  • Costs associated with complying with the Americans with Disabilities Act may decrease cash available for distributions.
  • Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our cash flows and the amounts available for distributions.
  • Many of our investments are illiquid and we may not be able to vary our portfolio in response to changes in economic and other conditions.
  • Declines in the market values of our investments may adversely affect results of operations and credit availability, which may reduce earnings and, in turn, cash available for distributions.
  • If we sell a property by providing financing to the purchaser, we will bear the risk of default by the purchaser, which could delay or reduce the cash available for distributions.
  • Risks Related to Conflicts of Interest
  • There are conflicts of interest between us, our Manager, and its affiliates.
  • The interests of our Manager, and its affiliates may conflict with your interests.
  • Holders of our Class A units have no right to enforce the obligations of our Sponsor, Manager, or any of their or our affiliates under the terms of any agreements with the Company.
  • The management fee our Manager is entitled to receive is based on our NAV and our Manager is ultimately responsible for calculating our NAV.
  • Risks Related to Sources of Financing and Hedging
  • We may incur significant debt, which may subject us to increased risk of loss and may reduce cash available for distributions.
  • Any lending facilities will likely impose restrictive covenants.
  • Interest rate fluctuations could increase our financing costs and reduce our ability to generate income on our investments, each of which could lead to a significant decrease in our results of operations, cash flows and the market value of our investments.
  • Hedging against interest rate exposure may adversely affect our earnings, limit our gains or result in losses, which could adversely affect cash available for distributions.
  • Hedging instruments are often not traded on regulated exchanges or guaranteed by an exchange or its clearing house and involve risks and costs that could result in material losses.
  • Any bank credit facilities and repurchase agreements that we may use in the future to finance our assets may require us to provide additional collateral or pay down debt.
  • We may give full or partial guarantees to lenders of mortgage debt to the entities that own our properties.
  • If we enter into financing arrangements involving balloon payment obligations, it may adversely affect our ability to make distributions.
  • Our access to sources of financing may be limited and thus our ability to grow our business and to maximize our returns may be adversely affected.
  • Risks Relating to U.S. Federal Taxation
  • There will be no assurance that we will continue to meet the requirements for treatment as a partnership. If we fail to maintain our classification as a partnership for U.S. federal income tax purposes and no relief provisions apply, we would be subject to entity level U.S. federal income tax and, as a result, our cash available for distributions and the value of our Class A units could materially decrease.
  • There can be no assurance that we will continue to meet the requirements for classification as a qualified opportunity fund.
  • Investors must make appropriate timely investments and elections in order to take advantage of the benefits of investing in a qualified opportunity fund.
  • The tax treatment of an investment in our Class A units could be subject to potential legislative, judicial, or administrative changes or differing interpretations, possibly applied on a retroactive basis.

Legal proceedings

From time to time we may be involved in various claims and legal matters arising in the ordinary course of business.

We record loss contingencies for legal matters when it is both probable that liability will be incurred, and the amount of loss can be reasonably estimated. Where the reasonable estimate of a probable loss is a range, we record the most likely estimate of loss within that range.

For the litigation described below, we do not believe liability is probable and therefore have not accrued loss contingencies for the matter. However, litigation and other disputes are inherently unpredictable and subject to substantial uncertainties. We will reassess our accruals on an ongoing basis taking into account the procedural stage and developments in the litigation.

As of December 31, 2025, we have assessed the litigation described below and concluded that is it neither material nor is any resolution likely to have a material adverse effect on our business, financial condition or results of operation. In addition, as of December 31, 2025, neither we nor any of our subsidiaries were subject to any legal proceedings nor were we aware of any legal proceedings threatened against us or any of our subsidiaries that could be deemed material.

The opening of Item 3, Legal Proceedings.6

Sources

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