Belpointe PREP subsidiary receives full $5.1 million loan prepayment
Belpointe PREP, LLC reported that its indirect subsidiary, BPOZ 100 Tokeneke Holding, LLC, received a full prepayment of $5,114,904.11 on October 22, 2026, terminating a material convertible promissory note. The payment satisfied the $5,000,000 principal balance and $114,904.11 in accrued interest on the BPOZ Tokeneke Loan.
Belpointe PREP, LLC reported that its indirect subsidiary, BPOZ 100 Tokeneke Holding, LLC, received a full prepayment of $5,114,904.11 on October 22, 2026, terminating a material convertible promissory note. The payment satisfied the $5,000,000 principal balance and $114,904.11 in accrued interest on the BPOZ Tokeneke Loan.
The loan was originally issued to 100 Tokeneke Road, LLC on March 3, 2026. It carried a 3.6% annual interest rate and was scheduled to mature on March 3, 2028. The note allowed BPOZ Tokeneke to convert the debt into Class A units of 100 Tokeneke Partners, LLC at a fixed price of $14.50 per unit. No portion of the note was converted before the prepayment occurred.
The prepayment was made with the written consent of BPOZ Tokeneke, which is required for early repayment under the note's terms. Upon receipt of the funds, the BPOZ Tokeneke Note was satisfied in full and terminated, extinguishing the right to convert the debt into equity units. Neither Belpointe PREP nor its subsidiaries incurred early termination penalties in connection with this transaction.
The funding for the prepayment originated from a related party transaction involving Belpointe Tokeneke Investment, LLC. This entity is indirectly owned by certain immediate family members of the company's Chief Executive Officer. The related party provided a capital contribution of $5,114,918.50 to Tokeneke Partners in exchange for 352,753 Class A units at the $14.50 conversion price. Tokeneke Partners then transferred $5,114,904.11 to Tokeneke Road to complete the loan payoff.
Following this issuance, the related party holds approximately 71% of the outstanding units of Tokeneke Partners. Belpointe PREP and its subsidiaries are not parties to these capital contributions or unit issuances. The company remains a party to a letter agreement effective January 6, 2026, which grants put and call rights regarding units held by an unaffiliated member of Tokeneke Partners. The prepayment did not affect this existing agreement.
The transaction was reviewed and approved by the Conflicts Committee of the Board of Directors and by disinterested board members in compliance with company policies and securities exchange rules. The convertible promissory note was previously filed as Exhibit 10.7 to the company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2026.