Belpointe PREP, LLC 10-K for FY2025

Belpointe PREP, LLC (OZ)

10-K 2026-03-20 For: 2025-12-31

Added on April 07, 2026

About this 10-K

Belpointe PREP, LLC filed this 10-K on March 20, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $9.19M; up 243.4% from $2.68M a year earlier
Net loss: $40.05M; compared with a net loss of $23.86M a year earlier
Diluted EPS: -$10.72; compared with -$6.56 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A units	OZ	NYSE American

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.	Yes ☐	No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.	Yes ☐	No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes ☒	No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).	Yes ☒	No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.		☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.		☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).		☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).	Yes ☐	No ☒

	Page
PART I
Item 1. Business	5
Item 1A. Risk Factors	14
Item 1B. Unresolved Staff Comments	40
Item 1C. Cybersecurity	41
Item 2. Properties	41
Item 3. Legal Proceedings	41
Item 4. Mine Safety Disclosures	41

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	42
Item 6. Reserved	42
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	49
Item 8. Financial Statements and Supplementary Data	50
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures	75
Item 9A. Controls and Procedures	75
Item 9B. Other Information	75
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	75

PART III
Item 10. Directors, Executive Officers and Corporate Governance	76
Item 11. Executive Compensation	80
Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters	80
Item 13. Certain Relationships and Related Transactions, and Director Independence	81
Item 14. Principal Accountant Fees and Services	84

PART IV
Item 15. Exhibits and Financial Statement Schedules	85
Item 16. Form 10-K Summary	85
Signatures	86

	●	the impact of macroeconomic trends, such as international trade relations, the rate of unemployment, energy prices, tariffs, immigration, interest rates, the rate of inflation, the availability of credit, 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 (the “OBBBA” or “OZ 2.0”), and the general U.S. regulatory environment;

	●	adverse developments in the availability of desirable investment opportunities whether due to competition, regulation or otherwise;

	●	general political, economic and competitive conditions in the United States;

	●	the level and volatility of prevailing interest rates and credit spreads;

	●	the net asset value (“NAV”) per Class A unit that we publish may not necessarily reflect changes in our NAV that are not immediately quantifiable;

	●	general volatility of the capital markets and the market price of our Class A units;

	●	adverse changes in the real estate and real estate capital markets;

	●	the impact of tighter credit underwriting standards for banks and financial institutions that provide construction financing;

	●	difficulties or delays in completing projects on budget and on schedule;

	●	difficulties or delays in raising sufficient proceeds in our ongoing public offering to fund our projects;

	●	geographic concentration of our investments;

	●	changes in the rules and regulations relating to the Tax Cuts and Jobs Act of 2017 (the “JOBS Act” or “OZ 1.0”), including the qualified opportunity zone regulations and Section 199A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations adopted thereunder;

	●	our ability to comply with the rules and regulations relating to investing in qualified opportunity zones;

	●	limited ability to dispose of assets because of the relative illiquidity of real estate investments;

	●	intense competition in the real estate market that may limit our ability to attract or retain tenants or re-lease space;

	●	defaults on or non-renewal of leases by tenants;

	●	increased operating costs;

	●	our failure to obtain necessary outside financing;

	●	decreased rental rates or increased vacancy rates;

	●	difficulties in identifying properties to acquire and in consummating real estate acquisitions, developments, joint ventures and dispositions;

	●	our failure to successfully operate acquired properties and operations;

	●	exposure to liability relating to environmental and health and safety matters;

	●	changes in real estate and zoning laws and increases in real property tax rates;

	●	any market deterioration that causes the value of our real estate investments to decline;

	●	our failure to maintain our status as a publicly traded partnership and qualified opportunity fund;

	●	failure of acquisitions to yield anticipated results;

	●	risks associated with derivatives or hedging activity;

	●	our level of debt and the terms and limitations imposed on us by our debt agreements;

	●	the need to invest additional equity in connection with debt refinancings as a result of reduced asset values;

	●	our ability to retain our executive officers and other key personnel of Belpointe, LLC (our “Sponsor”), Belpointe PREP Manager, LLC (our “Manager”) and their affiliates;

	●	expected rates of return provided to investors;

	●	the ability of our Sponsor, Manager and their affiliates to source, originate and service our investments, and the quality and performance of those investments;

	●	legislative or regulatory changes impacting our business or our investments;

	●	changes in business conditions and the market value of our investments, including changes in interest rates, prepayment risk, operator or borrower defaults or bankruptcy, and generally the increased risk of loss if our investments fail to perform as expected;

	●	our ability to implement effective conflicts of interest policies and procedures among the various real estate investment programs sponsored by our Sponsor;

	●	our compliance with applicable local, state and federal laws, including the Investment Advisers Act of 1940, as amended, the Investment Company Act of 1940, as amended, and other laws;

	●	difficulty in successfully managing our growth, including integrating new assets into our existing systems; and

	●	changes to accounting principles generally accepted in the United States of America, or policy changes from standard-setting bodies such as the Financial Accounting Standards Board, the SEC, the Internal Revenue Service, the NYSE American and other authorities that we are subject to.

	●	to preserve, protect and return your capital contribution;

	●	to pay attractive and consistent cash distributions over the long term;

	●	to grow net cash from operations so that an increasing amount of cash flow is available for distributions to investors over the long term; and

	●	to realize growth in the value of our investments.

	●	have an auditor attestation report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

	●	submit certain executive compensation matters to member advisory votes pursuant to the “say on frequency” and “say on pay” provisions (requiring a non-binding member vote to approve compensation of certain executive officers) and the “say on golden parachute” provisions (requiring a non-binding member vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; or

	●	A member of the Belpointe SP Group will act as the general partner, manager or managing member of joint ventures in which our Operating Companies, directly or indirectly through subsidiaries, will participate as limited partners or non-managing members, to acquire stabilized cash flow generating real estate-related assets, including commercial real estate loans and mortgages, and debt and equity securities issued by other real estate companies, select private equity investments, and opportunistic acquisitions of other qualified opportunity funds and qualified opportunity zone businesses.

	●	A member of the Belpointe SP Group will act as the general partner, manager or managing member of joint ventures in which our Operating Companies, directly or indirectly through subsidiaries, will participate as limited partners or non-managing members and a member of the Belpointe SP Group will act as the developer of the projects owned by the joint ventures.

	●	A member of the Belpointe SP Group retain the services of a local developer to create a Belpointe satellite office, which will act as the developer for multiple joint venture projects within specific regions of the United States and its territories. These satellite offices will enable us to increase our presence and expertise in multiple regions.

	●	Our Manager or a member of Belpointe SP Group will set up exclusive programmatic joint ventures with experienced regional developers to co-invest and co-develop in one or more projects within specific regions of the United States and its territories. A member of the Belpointe SP Group will act as the general partner, manager or managing member of the programmatic joint ventures with subsidiaries of our Operating Companies, directly or indirectly through subsidiaries, participating as limited partners or non-managing members. These programmatic joint ventures will enable us to increase our presence and expertise in multiple regions.

	●	Our Manager or a member of the Belpointe SP Group will enter into joint ventures with experienced local developers to co-invest and co-develop projects on a deal-by-deal basis. A member of the Belpointe SP Group will act as the general partner, manager or managing member of the joint ventures with our Operating Companies, directly or indirectly through subsidiaries, participating as limited partners or non-managing members. A member of the Belpointe SP Group may act as the co-developer of projects with the joint venture partners and developers.

	●	the joint venture partner may have economic or other interests that are inconsistent with our interests, including interests relating to the financing, management, operation, leasing or sale of the assets purchased by such joint venture;

	●	tax, Investment Company Act and other regulatory requirements applicable to the joint venture partner may cause it to want to take actions contrary to our interests;

	●	the joint venture partner may have joint control of the joint venture even in cases where its economic stake in the joint venture is significantly less than ours;

	●	under the joint venture arrangement, neither we nor the joint venture partner will be in a position to unilaterally control the joint venture, and deadlocks may occur. Such deadlocks could adversely impact the operations and profitability of the joint venture, including as a result of the inability of the joint venture to act quickly in connection with a potential acquisition or disposition. In addition, depending on the governance structure of such joint venture partner, decisions of such vehicle may be subject to approval by individuals who are independent of us;

	●	under the joint venture arrangement, we and the joint venture partner may have a buy/sell right and, as a result of an impasse that triggers the exercise of such right, we may be forced to sell our investment in the joint venture, or buy the joint venture partner’s share of the joint venture at a time when it would not otherwise be in our best interest to do so; and

	●	our participation in investments in which a joint venture partner participates will be less than what our participation would have been had such other vehicle not participated, and because there may be no limit on the amount of capital that such joint venture partner can raise, the degree of our participation in such investments may decrease over time.

	●	interest rate fluctuations and lack of availability of financing;

	●	changes in national, regional or local economic, demographic or capital market conditions;

	●	persistent inflation;

	●	a lack of appropriate real estate investment opportunities, including appropriate qualified opportunity zone investment opportunities;

	●	disease outbreaks;

	●	acts of war, cyberattacks or terrorism;

	●	bank liquidity;

	●	increases in borrowing rates;

	●	changes in environmental and zoning laws;

	●	fluctuations in energy costs;

	●	overbuilding and increased competition for properties targeted by our investment strategy;

	●	future adverse national real estate trends, including increasing vacancy rates, declining rental rates and general deterioration of market conditions;

	●	changes in supply and demand fundamentals;

	●	limitations, reductions or eliminations of tax benefits;

	●	casualty or condemnation losses;

	●	bankruptcy, financial difficulty or lease default of a major tenant;

	●	regulatory limitations on rent;

	●	increased mortgage defaults and the availability of mortgage funds which may render the sale or refinancing of properties difficult or impracticable;

	●	changes in laws, regulations and fiscal policies, including increases in property taxes and limitations on rental rates;

	●	natural disasters, severe weather patterns and similar events;

	●	declines in consumer confidence and spending; and

	●	construction costs, which may exceed our original estimates due to increases in materials, labor or other costs, which could make the project less profitable;

	●	permitting or construction delays, which may result in increased debt service expense and increased project costs, as well as deferred revenue;

	●	supply chain issues or other unavailability of raw materials when needed, which may result in project delays, stoppages or interruptions, which could make the project less profitable;

	●	federal, state and local grants to complete certain highways, interchange, bridge projects or other public improvements may not be available, which could increase costs and make the project less profitable;

	●	availability and timely receipt of zoning and other regulatory approvals to develop or redevelop our properties for a particular use or with respect to a particular improvement;

	●	claims for warranty, product liability and construction defects after a property has been built;

	●	claims for injuries that occur in the course of construction activities;

	●	poor performance or nonperformance by, or disputes with, any of our contractors, subcontractors or other third parties on whom we will rely;

	●	health and safety incidents and site accidents;

	●	unforeseen engineering, environmental or geological problems, which may result in delays or increased costs;

	●	labor shortages, slowdowns or interruptions;

	●	compliance with environmental planning and protection regulations and related legal proceedings;

	●	liabilities, expenses or project delays, stoppages or interruptions as a result of challenges by third parties in legal proceedings;

	●	delay or inability to acquire property, rights of way or easements that may result in delays or increased costs;

	●	acts of war, cyberattacks or terrorism; and

	●	weather-related and geological interference, including landslides, earthquakes, floods, drought, wildfires and other events, which may result in delays or increased costs.

	●	that our co-venturer, co-tenant or partner in an investment could become insolvent or bankrupt;

	●	that our co-venturer, co-tenant or partner in an investment could engage in certain bad acts, such as fraud or intentional misrepresentation, intentional waste, willful misconduct, criminal acts, misappropriation of funds, that would increase our expenses or result in other liabilities to us;

	●	that such co-venturer, co-tenant or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals;

	●	that such co-venturer, co-tenant or partner may be delegated certain “day-to-day” property operating procedures;

	●	that such co-venturer, co-tenant or partner may be in a position to act contrary to our instructions or requests or contrary to our policies or objectives; or

	●	that disputes between us and our co-venturer, co-tenant or partner may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our operations.

	●	our Sponsor, Manager, and their affiliates may continue to offer other real estate, real estate-related and private equity investment opportunities, including additional offerings similar to this offering, and may make investments in assets for their own respective accounts, whether or not competitive with our business;

	●	our Sponsor, Manager, and their affiliates will not be required to disgorge any profits, fees or other compensation they may receive from any other business they own or operate separately from us, and you will not be entitled to receive or share in any of the profits, returns, fees or other compensation from any other business owned or operated by our Sponsor, Manager or their affiliates;

	●	we may engage our Sponsor, Manager or their affiliates to perform services at prevailing market rates. Prevailing market rates are determined by our Manager based on industry standards and expectations of what our Sponsor and our Manager would be able to negotiate with a third party on an arm’s length basis; and

	●	our Sponsor, Manager and their affiliates are not required to devote all of their time and efforts to our business and affairs.

	●	our cash flow from operations may be insufficient to make required payments of principal of and interest on the debt or we may fail to comply with all of the other covenants contained in the debt, which is likely to result in (i) acceleration of such debt (and any other debt containing a cross-default or cross-acceleration provision) that we may be unable to repay from internal funds or to refinance on favorable terms, or at all, (ii) our inability to borrow unused amounts under our financing arrangements, even if we are current in payments on borrowings under those arrangements or pay distributions of excess cash flow held in reserve by such financing sources, or (iii) the loss of some or all of our assets to foreclosure or sale;

	●	our debt may increase our vulnerability to adverse economic and industry conditions with no assurance that investment yields will increase with higher financing costs;

	●	we may be required to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for operations, future business opportunities, distributions to holders of our Class A units or other purposes; and

	●	we are not able to refinance debt that matures prior to the investment it was used to finance on favorable terms, or at all.

	●	interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;

	●	available interest rate hedging may not correspond directly with the interest rate risk for which protection is sought;

	●	the duration of the hedge may not match the duration of the related liability or asset;

	●	the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction;

	●	the party owing money in the hedging transaction may default on its obligation to pay; and

	●	we may purchase a hedge that turns out not to be necessary (i.e., a hedge that is out of the money).

	●	general economic or market conditions;

	●	the market’s view of the quality of our assets;

	●	the market’s perception of our growth potential; and

	●	our current and potential future earnings and cash distributions.

	Years Ended December 31,
	2025									2024
	Commercial Segment			Mixed-use Segment			Total			Commercial Segment			Mixed-use Segment			Total
Segment NOI:
Rental revenue	$	936		$	8,251		$	9,187		$	1,099		$	1,576		$	2,675
Property expenses		(2,077	)		(9,580	)		(11,657	)		(1,145	)		(2,989	)		(4,134	)
Total Segment NOI	$	(1,141	)	$	(1,329	)	$	(2,470	)	$	(46	)	$	(1,413	)	$	(1,459	)
Non-segment items:
Management fees, included in Property expenses								(3,309	)								(2,705	)
General and administrative								(6,166	)								(5,111	)
Interest expense								(17,441	)								(10,006	)
Depreciation and amortization								(8,707	)								(4,215	)
Impairment of real estate								—									(777	)
Interest income								1,028									646
Other expense								(46	)								(228	)
Loss on extinguishment of debt								(2,960	)								—
Loss before income taxes								(40,071	)								(23,855	)
Provision for income taxes								—									(1	)
Net loss								(40,071	)								(23,856	)
Net loss attributable to noncontrolling interests								25									—
Net loss attributable to Belpointe PREP, LLC							$	(40,046	)							$	(23,856	)

TABLE OF CONTENTS		Page No.
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 2468)		51
Report of Independent Registered Public Accounting Firm (PCAOB Firm ID: 596)		52
Consolidated Balance Sheets as of December 31, 2025 and 2024		53
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024		54
Consolidated Statements of Changes in Members’ Capital for the years ended December 31, 2025 and 2024		55
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024		56
Notes to Consolidated Financial Statements		57

/s/ CohnReznick, LLP

We have served as the Company’s auditor since 2025.

New York, New York
March 19, 2026

/s/ Citrin Cooperman & Company, LLP

We have served as the Company’s auditor from 2020 to 2025.

New York, New York
March 31, 2025


	December 31,
	2025			2024
Assets
Real estate
Land	$	63,116		$	51,038
Building and improvements		410,263			238,684
Furniture, fixtures and equipment		7,700			2,633
Intangible assets		8,197			8,530
Real estate under construction		57,838			191,308
Total real estate		547,114			492,193
Accumulated depreciation and amortization		(15,234	)		(6,917	)
Real estate, net		531,880			485,276
Cash and cash equivalents		24,342			24,737
Other assets		7,974			7,578
Total assets	$	564,196		$	517,591

Liabilities
Debt, net	$	260,638		$	177,017
Loan from affiliate		—			2,600
Due to affiliates		9,366			9,103
Intangible liabilities, net		1,127			1,225
Accounts payable		12,383			13,322
Accrued expenses and other liabilities		5,467			10,267
Total liabilities		288,981			213,534

Commitments and contingencies		—			—

Members’ Capital
Class A units, unlimited units authorized, 3,836,696 and 3,664,173 units issued and outstanding at December 31, 2025 and 2024, respectively		272,958			301,776
Class B units, 100,000 units authorized, 100,000 units issued and outstanding at December 31, 2025 and 2024, respectively		—			—
Class M unit, one unit authorized, one unit issued and outstanding at December 31, 2025 and 2024, respectively		—			—
Total members’ capital excluding noncontrolling interests		272,958			301,776
Noncontrolling interests		2,257			2,281
Total members’ capital		275,215			304,057
Total liabilities and members’ capital	$	564,196		$	517,591

	Units		Amount			Units		Amount		Units		Amount		Interests			Interests			Capital
	Class A units					Class B units				Class M unit				Total Members’ Capital Excluding Noncontrolling			Noncontrolling			Total Members’
	Units		Amount			Units		Amount		Units		Amount		Interests			Interests			Capital
Balance at December 31, 2023		3,622,399	$	322,626			100,000	$	—		1	$	—	$	322,626		$	2,438		$	325,064
Issuance of units		41,774		3,061			—		—		—		—		3,061			—			3,061
Contribution from noncontrolling interests		—		—			—		—		—		—		—			51			51
Distribution to noncontrolling interests		—		—			—		—		—		—		—			(47	)		(47	)
Acquisition of noncontrolling interests		—		(39	)		—		—		—		—		(39	)		(161	)		(200	)
Offering costs		—		(16	)		—		—		—		—		(16	)		—			(16	)
Net loss		—		(23,856	)		—		—		—		—		(23,856	)		—			(23,856	)
Balance at December 31, 2024		3,664,173		301,776			100,000		—		1		—		301,776			2,281			304,057
Balance		3,664,173		301,776			100,000		—		1		—		301,776			2,281			304,057
Issuance of units		172,523		11,264			—		—		—		—		11,264			—			11,264
Contribution from noncontrolling interests		—		—			—		—		—		—		—			1			1
Offering costs		—		(36	)		—		—		—		—		(36	)		—			(36	)
Net loss		—		(40,046	)		—		—		—		—		(40,046	)		(25	)		(40,071	)
Balance at December 31, 2025		3,836,696	$	272,958			100,000	$	—		1	$	—	$	272,958		$	2,257		$	275,215
Balance		3,836,696	$	272,958			100,000	$	—		1	$	—	$	272,958		$	2,257		$	275,215


	Year Ended December 31,
	2025			2024
Cash flows from operating activities
Net loss	$	(40,071	)	$	(23,856	)
Adjustments to net loss:
Amortization of rent-related intangibles and straight-line rent adjustments		(71	)		(2	)
Depreciation and amortization including intangible assets and deferred financing costs		10,850			5,514
Impairment of real estate		—			777
Loss on extinguishment of debt		2,960			—
Unrealized loss on interest rate derivatives, net		32			225
Changes in operating assets and liabilities:
Increase in other assets		(1,061	)		(223	)
Increase in due to affiliates		946			2,513
Decrease in accounts payable		(130	)		(248	)
Increase in accrued expenses and other liabilities		1,337			1,611
Net cash used in operating activities		(25,208	)		(13,689	)

Cash flows from investing activities
Development of real estate		(61,788	)		(137,845	)
Other investing activity		(192	)		(244	)
Net cash used in investing activities		(61,980	)		(138,089	)

Cash flows from financing activities
Proceeds from term loans		176,787			55,755
Repayment of construction loan		(113,277	)		—
Proceeds from construction loans		67,559			102,767
Repayment of term loan		(51,092	)		—
Proceeds from units issued		11,264			3,061
Repayment of loans from affiliates		(2,600	)		(4,000	)
Payment of debt issuance costs		(1,776	)		(3,143	)
Other financing activities, net		189			226
Payment of offering costs		(26	)		(47	)
Contributions from noncontrolling interests		1			52
Proceeds from short-term loan from affiliate		—			2,600
Distribution to noncontrolling interests		—			(247	)
Net cash provided by financing activities		87,029			157,024

Net (decrease) increase in cash and cash equivalents, and restricted cash		(159	)		5,246

Cash and cash equivalents, and restricted cash, beginning of year		28,831			23,585
Cash and cash equivalents, and restricted cash, end of year	$	28,672		$	28,831

⁽¹⁾	Includes reimbursements for property taxes, insurance, and common area maintenance services.
⁽²⁾	Excludes lease intangible amortization of less than $0.1 million, and less than $0.1 million, for the years ended December 31, 2025, and 2024, respectively.
⁽³⁾	Excludes straight-line rent of less than $0.1 million and less than $0.1 million for the years ended December 31, 2025, and 2024, respectively.

For the year ended December 31,
2026	$	12,495
2027		4,084
2028		1,770
2029		1,813
2030		1,865
Thereafter		12,035
Total	$	34,062

⁽¹⁾	Includes wage, overhead and other reimbursements to our Manager and its affiliates, including members of the Sponsor Group, which are included in General and administrative in our consolidated statements of operations.

⁽²⁾	Included in Property expenses in our consolidated statements of operations.

⁽³⁾	Our insurance premiums are prepaid and are included in Other assets in our consolidated balance sheets and are amortized monthly to either Property expenses or General and administrative expenses in our consolidated statements of operations or Real estate under construction in our consolidated balance sheets based on the nature of the insurance coverage.

⁽¹⁾	Includes development fees and employee reimbursement expenditures. See “Note 4 – Related Party Agreements” for additional details regarding our transactions with related parties.
⁽²⁾	Includes direct and indirect project costs to the construction and development of real estate projects, including but not limited to loan fees, property taxes and insurance, incurred of $2.3 million and $5.4 million for the years ended December 31, 2025 and 2024, respectively.
⁽³⁾	Impairments for the year ended 2024 are 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 estimated fair market value.

Years Ending December 31,	Increase in Rental Revenue			Increase to Amortization		Net
2026	$	(77	)	$	105	$	28
2027		(77	)		105		28
2028		(77	)		105		28
2029		(77	)		105		28
2030		(77	)		105		28
Thereafter		(742	)		990		248
	$	(1,127	)	$	1,515	$	388

Indebtedness	Weighted Average Interest Rate			Maturity Date		Maximum Facility		2025			2024
	December 31, 2025							Carrying Value as of December 31,
Indebtedness	Weighted Average Interest Rate			Maturity Date		Maximum Facility		2025			2024
Fixed rate loans:
1991 Main Mezzanine Loan ⁽¹⁾		—			—		—	$	—		$	46,243
900 8th Land Loan ⁽²⁾		9.50	%		July 2026		N/A		10,000			10,000
Variable rate loans:
1991 Main Construction Loan ⁽¹⁾		—			—		—		—			97,521
1000 First Construction Loan ⁽³⁾		SOFR + 3.80%			June 2027	$	104,000		81,300			29,468
Aster & Links Loans ⁽⁴⁾		SOFR + 2.55%			October 2027	$	204,138		173,925			—
Total debt									265,225			183,232
Unamortized debt issuance costs									(2,274	)		(3,931	)
Unamortized debt discount									(2,313	)		(2,284	)
Debt, net								$	260,638		$	177,017


⁽²⁾	The 900 8th Land Loan is secured by our investment at 900 8th Avenue South, Nashville, Tennessee. The 900 8th Land Loan contained two six-month extension options, both of which have been exercised as of December 31, 2025.

⁽³⁾	The 1000 First Construction Loan contains two one-year extension options, exercisable at our election, subject to certain terms and conditions set forth in the loan agreement. Advances under the 1000 First Construction Loan bear interest at a per annum rate equal to the one-month term Secured Overnight Financing Rate (“SOFR”) plus 3.80%, subject to a minimum all-in per annum rate of 7.55%. To mitigate our exposure to increases to the one-month SOFR, we have obtained an interest rate cap (see “Note 9 – Derivative Instruments”). 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 make-whole amount, if any, calculated as of the prepayment date.

⁽⁴⁾	The Aster & Links Loans bear interest at a fluctuating rate based on: (i) one-month term SOFR, subject to a 3.25% floor, plus (ii) a blended rate of 2.55%, and requires interest-only monthly payments during their term. The Aster & Links Loans each contain two one-year extensions exercisable at our election, subject to certain terms and conditions set forth in each of the loan agreements. The Aster & Links Loans are secured by a first-priority mortgage on Aster & Links and a pledge of the borrower’s equity interest in an indirect subsidiary of the Company. To mitigate our exposure to increases to the one-month term SOFR, we have obtained interest rate caps (see “Note 9 – Derivative Instruments”). The Aster & Links Loans are prepayable in whole or in part at any time with not less than 30 days’ notice, however, if prepaid in full prior to October 2026, such prepayment is subject to an interest make-whole amount, if any, calculated as of the prepayment date.

⁽¹⁾	Amounts disclosed are net of unamortized debt issuance costs and debt discounts.

⁽²⁾	We estimate the fair value of our indebtedness by discounting the expected future loan payments using current market interest rates. These rates reflect market conditions and consider the quality of the underlying collateral, the credit quality of the tenant or borrower, and the remaining loan term.