Business Context and Reporting Period
This Form 8-K is filed by Belpointe PREP, LLC (NYSE American: OZ) for the reporting period of September 15, 2025. The filing discloses the entry into a Material Definitive Agreement regarding the sale of a real estate asset.
Key Financial Metrics and Transaction Details
- Transaction Type: Sale of approximately 3.2-acre land assemblage located at 900 8th Avenue South, Nashville, Tennessee, including improvements and related intangible personal property.
- Purchase Price: Aggregate price of $19.3 million, subject to adjustment based on the number of units the Buyer constructs in excess of the minimum set forth in the agreement.
- Earnest Money: $150,000 posted by the Buyer within five business days of the Contract Date (August 26, 2025). This deposit is non-refundable after the Inspection Date.
- Financial Impact: The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period. It focuses solely on the terms of the asset sale.
Material Changes and Timeline
The filing details a significant change in the Company's asset base through the agreement to sell the Nashville property. Key contractual milestones include:
- Contract Date: August 26, 2025.
- Entitlement Date: 120 days after the Contract Date, subject to one 30-day discretionary extension by the Buyer.
- Inspection Date: 30 days after the Entitlement Date.
- Closing Date: Anticipated to occur on the earlier of 180 days following the Inspection Date or a date chosen by the Buyer with seven days' prior notice. The Closing Date is subject to three additional 30-day discretionary extensions by the Buyer.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the expected closing of the transaction and the use of net proceeds. Management cautions that actual results may vary materially due to risks, trends, and uncertainties. The transaction is subject to customary representations, warranties, and conditions to closing. The Company disclaims any obligation to update forward-looking statements.
Investor Verification Checklist
- Verify the final purchase price, as it is subject to adjustment based on unit construction volume.
- Monitor the status of the Entitlement Date and Inspection Date to assess the likelihood of closing within the anticipated timeframe.
- Review the full Purchase and Sale Agreement, which is expected to be filed as an exhibit to the Form 10-Q for the quarter ended September 30, 2025.
- Confirm whether the $150,000 earnest money deposit remains secure or if any conditions have been triggered that might affect its refundability prior to the Inspection Date.