Strawberry Fields REIT Inc美股招股说明书(2026-05-20版)

2,603,936 Shares ofCommon Stock STRAWBERRY FIELDS REIT, INC. This prospectus supplement relates to the issuance and sale of up to 2,603,936 shares of common stock upon the exercise of Warrants(Series 1) (the “Warrants”) issued by Strawberry Fields REIT, Inc. (the “Company”) on May 19, 2026. We issued the Warrants in a concurrent offering outside of the United States pursuant to Regulation S (17 CFR Sections 230.901, et.seq.), specifically to investors in Israel. The Warrants became exercisable upon their listing for trading on the Tel Aviv Stock ExchangeLTD (the “TASE”) and expire on June 30, 2027. The Warrants have an exercise price per share equal to NIS 39.8. As of May 20, 2026,this was equal to $13.69. Notwithstanding the foregoing, the exercise price shall never be less than the closing price of a share ofcommon stock on The NYSE American on the date prior to the issuance of the Warrants. We are not offering the Warrants pursuant tothis prospectus supplement or the accompanying base prospectus. Investing in our common stock involves a high degree of risk. See “Risk Factors” on page S-7 for a discussion of information thatshould be considered in connection with an investment in our common stock. Our common stock is listed on The NYSE American under the symbol “STRW.” On May 19, 2026, the last reported sale price of ourcommon stock on The NYSE American was $12.83 per share. The Warrants are not listed or traded on any United States stockexchange or market. We may amend or supplement this prospectus supplement and the base prospectus from time to time by filing amendments orsupplements as required. You should read the entire prospectus supplement, accompanying base prospectus and any amendments orsupplements carefully before you make an investment decision. Our common stock is subject to restrictions on ownership and transfer designed, among other things, to preserve our qualification as areal estate investment trust, or REIT, for federal income tax purposes. See “Description of Registrant’s Securities Registered Pursuantto Section 12 of the Securities Exchange Act of 1934” included as Exhibit 4.1 to the base prospectus. 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 and the accompanying base prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is May 20, 2026 TABLE OF CONTENTS About this Prospectus SupplementS-1Where You Can Find More InformationS-2Incorporation of Certain Documents by ReferenceS-3Cautionary Notice Regarding Forward-Looking StatementsS-4Prospectus SummaryS-5Risk FactorsS-7Use of ProceedsS-10Plan of DistributionS-10Legal MattersS-11ExpertsS-11About this Prospectus1Where You Can Find More Information1Incorporation of Certain Documents by Reference2Cautionary Notice Regarding Forward-Looking Statements2Our Company3Risk Factors4Use of Proceeds4Description of Securities Offered4Description of Common Stock4Description of Preferred Stock8Description of Warrants9Description of Units10Description of Subscription Rights11Certain Provisions of Maryland Law and of Our Charter and Bylaws12Material U.S. Federal Income Tax Considerations17Plan of Distribution44Legal Matters45Experts45 ABOUT THIS PROSPECTUS SUPPLEMENT You should carefully read this entire prospectus supplement and the accompanying base prospectus, including the informationincluded and referred to under “Risk Factors” below, the information incorporated by reference in this prospectus supplement and inthe accompanying base prospectus, and the financial statements and the other information incorporated by reference in theaccompanying base prospectus, before making an investment decision. The prospectus supplement, the accompanying base prospectus, and the information incorporated by reference hereincontains specific information about the terms of this offering. This prospectus supplement also adds, updates, or changes theinformation contained in the accompanying base prospectus. This prospectus supplement and the base prospectus are part of aregistration statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, we maysell, from time to time, any of the securities described in the base prospectus in one or more offerings, such as this offering. You shouldcarefully read both this prospectus supplement, the accompanying base prospectus, and any subsequent supplement, together with theadditional information described under the heading “Where You Can Find More Information” below. This prospectus supplement describes the specific terms of the common stock we are offering and also adds to and updatesinformation contained in the documents incorporated by reference into this prospectus supplement and the base prospec