Strawberry Fields REIT Inc美股招股说明书(2026-04-15版)

$50,000,000Common Stock STRAWBERRY FIELDS REIT, INC. This prospectus supplement No. 2 (this “prospectus supplement”) is being filed to amend and supplement certain information in our atthe market offering prospectus dated July 25, 2024 (the “at the market offering prospectus”), the accompanying base prospectus datedJuly 25, 2024, and the Prospectus Supplement No. 1 dated June 4, 2025 (together, the “Original Prospectus”). This ProspectusSupplement No. 2 should be read in conjunction with the Original Prospectus and is qualified by reference thereto, except to the extentthat the information herein amends or supersedes the information contained in the Original Prospectus. This prospectus supplement isnot complete without, and may only be delivered or utilized in connection with, the Original Prospectus, and any future amendmentsor supplements thereto. We previously entered an At Market Issuance Sales Agreement dated July 11, 2024 (the “Original Sales Agreement”) with B. RileySecurities, Inc. and A.G.P. / Alliance Global Partners. On June 4, 2025, we entered into Amendment No. 1, pursuant to which WedbushSecurities Inc. was added as an agent. On April 14, 2026, we entered into Amendment No. 2, pursuant to which Cantor Fitzgerald &Co. was added as an agent and Wedbush Securities Inc. was removed. Each of B. Riley Securities, A.G.P./Alliance Global Partners andCantor Fitzgerald & Co., are referred to individually as an “Agent” and collectively, as the “Agents,” and the Original SalesAgreement, as amended, is referred to as the “Amended Sales Agreement.” In accordance with the terms of the Amended SalesAgreement and pursuant to this prospectus supplement, we may offer and sell up to an aggregate of up to $50.0 million from time totime through or to the Agents, as agent or principal. As of the date of this prospectus supplement, we have sold and issued 526,603 shares for $6.1 million in aggregate gross proceeds.Accordingly, we may sell up to an additional $43.9 million pursuant to this prospectus supplement and the accompanyingprospectuses. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Investing in our common stock involves a high degree of risk. See “Risk Factors” on page 6 of the at the market offeringprospectus, in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q and anyamendment or update thereto reflected in subsequent filings with the SEC and incorporated by reference in this prospectussupplement and the accompanying prospectus, as well as in the other information contained or incorporated by reference in thisprospectus supplement hereto and the accompanying prospectus, for a discussion of information that should be considered inconnection with an investment in our common stock. Our common stock is listed on The NYSE American under the symbol “STRW.” On April 13, 2026, the last reported sale price of ourcommon stock on The NYSE American was $13.22 per share. None of the Securities and Exchange Commission (the “SEC”), any state securities commission, or any other federal or stateregulatory agency has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectussupplement or the accompanying prospectus or base prospectus. Any representation to the contrary is a criminal offense. A.G.P. Cantor B. Riley Securities The date of this prospectus supplement is April 14, 2026 PLAN OF DISTRIBUTION We have entered into the Amended Sales Agreement with the Agents, pursuant to which we may offer and sell up to $50,000,000 ofshares of common stock. The sales, if any, of the common stock made under the Amended Sales Agreement will be made by anymethod permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act. From time to time during the term of the Amended Sales Agreement, in connection with the Agents acting as agent or principal, theAgents will offer or buy our common stock subject to the terms and conditions of the Amended Sales Agreement on a daily basis or asotherwise agreed upon by us and the designated Agent. We may designate the maximum amount or dollar value of shares of commonstock to be sold through or to an Agent on a daily basis or otherwise as we and the Agents agree and the minimum price per share atwhich such shares may be sold. Subject to the terms and conditions of the Amended Sales Agreement, the Agents will use theircommercially reasonable efforts to sell on our behalf the shares of our common stock so designated by us. We may instruct the Agentsnot to sell shares of common stock if the sales cannot be affected at or above the price designated by us in any such instruction. We orthe Agents may suspend the offering of our common stock at any time upon proper notice to the others, and subject to the otherconditions contained in the Amended Sales Agreement, upon which the selling period will immediately