东集团地产公司美股招股说明书(2025-12-05版)

We have entered into a sales agency financing agreement, dated as of December 5, 2025 (the “Sales Agreement”) with each of Robert W.Baird&Co. Incorporated, BofA Securities, Inc., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, Raymond James & Associates, Inc.,Regions Securities LLC, Samuel A. Ramirez & Company, Inc., and TD Securities (USA) LLC (collectively, the “Sales Agents” and each,individually, a “SalesAgent”) and the Forward Sellers and the Forward Purchasers (each as defined below), relating to the shares of our commonstock, par value $0.0001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of theSales Agreement, we may offer and sell shares of our common stock with an aggregate gross sales price of up to $1,000,000,000 from time to timethrough the Sales Agents, acting as our sales agents, or, if applicable, through the Forward Sellers, acting as agents for the relevant Forward The Sales Agreement provides that, in addition to the offer and sale of shares of our common stock by us through the Sales Agents, we alsomay enter into forward sale agreements under separate master forward confirmation agreements and related supplemental confirmations between usand each of Robert W. Baird & Co. Incorporated, Bank of America, N.A., Nomura Global Financial Products, Inc., Jefferies LLC, JPMorgan ChaseBank, National Association, Raymond James & Associates, Inc., Regions Securities LLC, and The Toronto-Dominion Bank (or their respectiveagents or affiliates). We refer to these agreements, collectively, as the “Forward Contracts,” and we refer to these entities, when acting in thiscapacity, individually as a “Forward Purchaser” and collectively as “Forward Purchasers.” In connection with each particular Forward Contract, therelevant Forward Purchaser will, at our request, borrow from third parties and, through the relevant agent, sell a number of shares of our commonstock equal to the number of shares of our common stock underlying the particular Forward Contract. We refer to the sales agents, when acting asagents for Forward Purchasers, as “Forward Sellers,” except that with respect to Nomura Global Financial Products, Inc., the relevant Forward Sales of our common stock, if any, pursuant to this prospectus supplement and the accompanying prospectus may be made by means ofordinary brokers’ transactions on the New York Stock Exchange (the “NYSE”) at market prices, in negotiated transactions or by any other methodpermitted by law deemed to be an “at-the-market” offering as defined in Rule415 under the Securities Act of 1933, as amended (the“SecuritiesAct”), including block transactions or sales made to or through a market maker other than on an exchange, at prices related to prevailingmarket prices or at negotiated prices. Accordingly, an indeterminate number of shares of our common stock may be sold up to the number of sharesthat will result in an aggregate gross sales price of up to $1,000,000,000. The Sales Agents are not required to sell any specific number or dollar We will pay each Sales Agent a commission which in each case is not to exceed 1.5% of the gross sales price of all shares of our commonstock sold through it as our agent. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed byany governmental or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of shares of our commonstock. In connection with each Forward Contract, we will pay the relevant Forward Seller or its agent, in the form of a reduced initial forward saleprice under the related Forward Contract with the related Forward Purchaser, commissions at a mutually agreed rate that will not exceed, but maybe lower than, 1.5% of the sales prices of all borrowed shares of common stock sold during the applicable forward hedge selling period by it as aForward Seller. See “Plan of Distribution” for further information. We will not initially receive any proceeds from the sale of borrowed shares ofour common stock by a Forward Seller. We expect to fully physically settle each particular Forward Contract with the relevant Forward Purchaseron one or more dates specified by us on or prior to the maturity date of that particular Forward Contract, in which case we will expect to receiveaggregate net cash proceeds at settlement equal to the number of shares underlying the particular Forward Contract multiplied by the relevantforward sale price. However, we may also elect to cash settle or net share settle a particular Forward Contract, in which case we may not receive Under the terms of the Sales Agreement, we may also sell shares of our common stock to one or more of the Sales Agents as principal, at aprice per share to be agreed upon at the time of sale. If we sell shares to one or more of the Sales Agents as principal, we will enter into a separateterms agreement with such Sales Agent or