四角地产信托公司美股招股说明书(2025-10-30版)

On October30, 2025, we entered into an equity distribution agreement (as may be amended from time to time, the “Equity Distribution Agreement”) with each of Morgan Stanley& Co. LLC,Barclays Capital Inc., BofA Securities, Inc., BTIG, LLC, Evercore Group L.L.C., Goldman Sachs& Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Nomura SecuritiesInternational, Inc. (acting through BTIG, LLC, as its agent), Raymond James& Associates, Inc., Robert W. Baird& Co. Incorporated, Truist Securities, Inc. and Wells Fargo Securities, LLC,each as sales agent (except in the case of Nomura Securities International, Inc.) and, if applicable, Forward Seller (as defined below) (except in the case of BTIG, LLC) (in any such capacity,each a “Manager” and, collectively, the “Managers”) and the Forward Purchasers (as defined below) providing for the offer and sale of shares of our common stock, par value $0.0001 pershare (“our common stock”), having an aggregate gross sales price of up to $500,000,000, from time to time through the Managers, acting as our sales agents, or, if applicable, as ForwardSellers, or directly to one or more of the Managers, acting as principal. Upon entry into the Equity Distribution Agreement, we terminated our priorat-the-marketprogram. At the time of suchtermination, $93.9million remained unsold under such prior program.Sales of shares of our common stock, if any, as contemplated by this prospectus supplement made through the Managers, as our sales agents or as Forward Sellers, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange (the “NYSE”) or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or atnegotiated prices, by privately negotiated transactions (including block sales) or by any other methods permitted by applicable law. The Equity Distribution Agreement contemplates that, inaddition to the issuance and sale by us of shares of our common stock to or through the Managers, we may enter into separate forward sale agreements (each, a “forward sale agreement” and,collectively, the “forward sale agreements”), with each of Morgan Stanley& Co. LLC, Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs& Co. LLC, J.P. Morgan Securities LLC,Mizuho Securities USA LLC, Nomura Global Financial Products, Inc., Raymond James& Associates, Inc., Robert W. Baird& Co. Incorporated, Truist Securities, Inc. and Wells FargoSecurities, LLC, or one of their respective affiliates (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”). If we enter into a forward sale agreement withany Forward Purchaser, we expect that such Forward Purchaser or its affiliate will attempt to borrow from third parties and sell, through a Manager, acting as sales agent for such ForwardPurchaser, shares of our common stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. We refer to a Manager, when acting as sales agent for a ForwardPurchaser, as, individually, a “Forward Seller” and, collectively, the “Forward Sellers.” We will not receive any proceeds from any sale of shares of our common stock borrowed by a ForwardPurchaser or its affiliate and sold through the applicable Manager, as Forward Seller.We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multipliedby the relevant forward price per share at such time. However, subject to certain exceptions and conditions, we may also elect, in our sole discretion, to cash settle or net share settle all or anyportion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case ofnet share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant Forward Purchaser. See “Plan ofDistribution” in this prospectus supplement.None of the Managers, whether acting as our sales agent or, if applicable, as Forward Seller, is required to sell any specific number or dollar amount of shares of our common stock, but each has agreed, subject to the terms and conditions of the Equity Distribution Agreement, to use its commercially reasonable efforts, consistent with its normal trading and sales practices andapplicable law and regulations, to sell shares of our common stock on the terms agreed upon by such Manager, us and, in the case of shares offered through such Manager as Forward Seller,the relevant Forward Purchaser from time to time. The Equity Distribution Agreement provides that the shares of our common stock offere