424B5 1 ea0262234-01.htm PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-267101

Prospectus Supplement dated October 24, 2025
(To Prospectus dated December 6, 2022)

ReTo Eco-Solutions, Inc.

An aggregate offering amount of $1,428,571

We are offering 1,373,625 class A shares of no par value (the “Class A Shares”), at a price of $1.04 per share to certain investors (the “Investors”) pursuant to this prospectus supplement and the prospectus and a securities purchase agreement, dated as of October 23, 2025 (the “Securities Purchase Agreement”), with such investors.

Our Class A Shares are listed on the Nasdaq Capital Market under the symbol “RETO.” As of October 23, 2025, the closing sale price of the Class A Shares was $1.03. As of the date of this prospectus supplement, we offered and sold an aggregate of $8,062,315 of our Class A Shares during the prior 12 calendar month period that ends on, and includes, the date of this prospectus. The highest closing sale price of our Class A Shares as reported by Nasdaq within the 60 days prior to the date of this prospectus supplement was $2.20 per share on September 8, 2025 and accordingly we may sell up to $17,220,480 of our Class A Shares hereunder based on 7,827,491 outstanding Class A Shares, of which 7,827,491 Class A Shares were held by non-affiliates as of the date of this prospectus.

On October 23, 2025, the Company entered into a Securities Purchase Agreement with the Investors for the sale of an aggregated 1,373,625 Class A Shares at a purchase price of $1.04 per share, for aggregate gross proceeds of $1,428,571. The net proceeds received by the Company from the offering will be used to fund the development and commercialization of our projects and the growth of our business, primarily working capital, and for general corporate purposes.

Investing in our securities is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page S-17 of the prospectus supplement and “Item 3. Key Information — D. Risk Factors” in our most recent Annual Report on Form 20-F, which is incorporated by reference in the prospectus supplement, to read about factors you should consider before purchasing our Class A Shares.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated October 24, 2025.

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TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-16
RISK FACTORS		S-17
USE OF PROCEEDS		S-19
DIVIDEND POLICY		S-20
DILUTION		S-21
PLAN OF DISTRIBUTION		S-22
LEGAL MATTERS		S-23
EXPERTS		S-23
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-24

PROSPECTUS

		Page
ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		26
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		40
OFFER STATISTICS AND EXPECTED TIMETABLE		42
USE OF PROCEEDS		43
CAPITALIZATION		44
DILUTION		45
DESCRIPTION OF EQUITY SECURITIES		46
DESCRIPTION OF DEBT SECURITIES		47
DESCRIPTION OF WARRANTS		49
DESCRIPTION OF RIGHTS		51
DESCRIPTION OF UNITS		52
ENFORCEABILITY OF CIVIL LIABILITIES		53
TAXATION		55
PLAN OF DISTRIBUTION		56
EXPENSES OF ISSUANCE AND DISTRIBUTION		59
LEGAL MATTERS		60
EXPERTS		60
INDEMNIFICATION		60
MATERIAL CHANGES		60
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		61
WHERE YOU CAN FIND MORE INFORMATION		63

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering of securities and also adds to and updates information contained in the prospectus and the documents incorporated by reference into this prospectus supplement and the prospectus. The second part is the prospectus dated December 6, 2022, included in the registration statement on Form F-3 (Registration No. 333-267101), including the documents incorporated by reference therein, which provides more general information, some of which may not be applicable to this offering.

This prospectus supplement provides specific terms of this offering of our Class A Shares and other matters relating to us and our financial condition. If the description of the offering varies between this prospectus supplement and the prospectus, you should rely on the information in this prospectus supplement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus supplement, the prospectus and the documents incorporated by reference is accurate only as of their respective dates, regardless of the time of delivery of this prospectus supplement, the prospectus or any other offering materials, or any sale of the Class A Shares. Our business, financial condition, results of operations and prospects may have changed since those dates. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Neither this prospectus supplement nor the prospectus constitutes an offer, or an invitation on behalf of us to subscribe for and purchase, any of the Class A Shares and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

It is important for you to read and consider all the information contained or incorporated by reference in this prospectus supplement and the prospectus in making your investment decision.

In this prospectus supplement and the prospectus, unless otherwise indicated or unless the context otherwise requires, references to:

• “Act” refers to the BVI Business Companies Act, Revised Edition 2020;

• “Beijing REIT” refers to Beijing REIT Technology Development Co., Ltd., a PRC limited liability company and a wholly owned subsidiary of REIT Holdings (China) Limited prior to the December 2024 Divestiture;

• “BVI” refers to the British Virgin Islands;

• “China” or the “PRC” refers to the People’s Republic of China and the term “Chinese” has a correlative meaning for the purpose of this prospectus supplement;

• “Class A Shares” refers to the class A shares of no par value in ReTo;

• “Class B Shares” refers to the class B shares of par value of US$0.01 each in ReTo;

• “common share” refers to Class A Shares issued in ReTo prior to the 2024 Share Redesignation;

• “Share” refers to Class A Shares and Class B Shares, collectively;

• “CSRC” refers to the China Securities Regulatory Commission;

• “December 2024 Divestiture” refers to the Company’s sale of all of its shares in REIT Holdings (China) Limited to a certain buyer on December 31, 2024;

• “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

• “FINRA” refers to the Financial Industry Regulatory Authority, Inc.;

• “Hong Kong” refers to the Hong Kong Special Administrative Region of the PRC;

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• “Honghe ReTo” refers to Honghe ReTo Ecological Technology Co., Ltd., a PRC limited liability company and a wholly owned subsidiary of ReTo Hengda;

• “JOBS Act” refers to the Jumpstart Our Business Startups Act, enacted in April 2012;

• “M&A” refers to the amended and restated memorandum and articles of association of ReTo currently adopted, as amended or as amended and restated from time to time;

• “Macau” refers to the Macao Special Administrative Region of the PRC;

• “MeinMalzeBier” refers to MeinMalzeBier Holdings Limited, a BVI business company in which ReTo holds a 51% ownership interest;

• “mainland China” refers to the People’s Republic of China, excluding, for the purpose of this prospectus supplement, Taiwan, Hong Kong and Macau;

• “MOFCOM” refers to China’s Ministry of Commerce;

• “PCAOB” refers to the Public Company Accounting Oversight Board of the United States;

• “PRC subsidiaries” refers to the Company’s subsidiaries that were incorporated in mainland China;

• “REIT Equipment” refers to Beijing REIT Equipment Technology Co., Ltd. (formerly known as Beijing REIT Ecological Engineering Technology Co., Ltd. until August 9, 2023), a PRC limited liability company and a wholly owned subsidiary of ReTo Hengda;

• “REIT Holdings” refers to REIT Holdings (China) Limited, a Hong Kong limited company and a wholly owned subsidiary of ReTo prior to the December 2024 Divestiture;

• “REIT Ordos” refers to REIT Ecological Technology Co., Ltd., a PRC limited liability company and a wholly owned subsidiary of REIT Holdings prior to the December 2024 Divestiture;

• “REIT Technology” refers to REIT Technology Development Co., Ltd., a PRC limited liability company and a wholly owned subsidiary of REIT Holdings prior to the December 2024 Divestiture;

• “Renminbi” or “RMB” refers to the legal currency of the People’s Republic of China;

• “ReTo” refers to ReTo Eco-Solutions, Inc., a BVI business company (registered in the BVI with company number 1885527);

• “ReTo Hengda” refers to Beijing ReTo Hengda Technology Co., Ltd. (formerly known as Sunoro Hengda (Beijing) Technology Co., Ltd. until April 8, 2025), a PRC limited liability company and a wholly owned subsidiary of Sunoro Holdings (defined below);

• “ReTo Hengye” refers to Beijing ReTo Hengye Technology Co., Ltd. (formerly known as Senrui Bochuang (Beijing) Technology Co., Ltd. until April 10, 2025), a PRC limited liability company and a wholly owned subsidiary of ReTo Hengda;

• “SAFE” refers to China’s State Administration of Foreign Exchange;

• “SEC” refers to the U.S. Securities and Exchange Commission;

• “Securities Act” refers to the Securities Act of 1933, as amended;

• “Sunoro Holdings” refers to Sunoro Holdings Limited, a Hong Kong limited company and a wholly-owned subsidiary of ReTo;

• “U.S. dollars”, “US$” and “$” refer to the legal currency of the United States; and

• “We”, “us”, “our”, or the “Company” refers to ReTo Eco-Solutions, Inc. and its subsidiaries, unless the context requires otherwise.

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When used herein, the references to laws and regulations of “China” or the “PRC” are only to such laws and regulations of mainland China, excluding, for the purpose of this prospectus supplement only, Taiwan, Hong Kong and Macau.

This prospectus supplement contains information and statistics relating to China’s economy and the industries in which we operate derived from various publications issued by market research companies and PRC governmental entities, which have not been independently verified by us. The information in such sources may not be consistent with other information compiled in or outside of China.

For the sake of clarity, this prospectus supplement follows the English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example, the name of our chief executive officer will be presented as “Xinyang Li”, even though, in Chinese, his name would be presented as “Xinyang Li.”

Our reporting and functional currency is the Renminbi. Solely for the convenience of the reader, this prospectus supplement contains translations of some RMB amounts into U.S. dollars, at specified rates. Except as otherwise stated in this prospectus supplement, all translations from RMB to U.S. dollars are made at RMB 7.00 to US$1.00. No representation is made that the RMB amounts referred to in this prospectus supplement could have been or could be converted into U.S. dollars at such rate.

Except as otherwise stated in this prospectus supplement, all numbers of our Class A Shares and related data have been updated to reflect the 10-for-1 share combination effective May 15, 2023 (the “2023 Share Combination”), the 10-for-1 share combination effective March 1, 2024 (the “2024 Share Combination”), and the 10-for-1 share combination effective March 7, 2025 (the “2025 Share Combination”). On August 8, 2024, we (a) redesignated the existing common shares, par value US$0.10 each at that time, as Class A Shares with the same rights as the existing common shares at that time (the “2024 Share Redesignation”) and (b) created an additional 2,000,000 shares each to be designated as Class B Shares, with each share to entitle the holder thereof to 1,000 votes but with transfer restrictions, pre-emption rights and no right to any dividend or distribution of the surplus assets on liquidation. On May 12, 2025, our board of directors approved to amend and restate the M&A to adjust the par value of our existing Class A Shares from “par value $1.00 each” to “no par value.” On May 13, 2025, ReTo filed the amended and restated M&A to reflect this adjustment with the British Virgin Islands Registrar of Corporate Affairs.

Our fiscal year end is December 31. References to a particular “fiscal year” are to our fiscal year ended December 31 of that calendar year.

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PROSPECTUS SUPPLEMENT SUMMARY

Investors in our securities are not purchasing an equity interest in our operating entities in mainland China but instead are purchasing an equity interest in a British Virgin Islands holding company.

This summary highlights selected information that is presented in greater detail elsewhere, or incorporated by reference, in this prospectus supplement. It does not contain all of the information that may be important to you and your investment decision. Before investing in the securities that we are offering, you should carefully read this entire prospectus supplement, including the matters set forth under the section of this prospectus supplement captioned “Risk Factors” and the financial statements and related notes and other information that we incorporate by reference herein, including, but not limited to, our annual report for the year ended December 31, 2024 (the “2024 Annual Report”) and our other SEC reports.

Overview

We, through our operating subsidiaries in China, are engaged in the manufacture and distribution of eco-friendly construction materials (aggregates, bricks, pavers and tiles), made from mining waste (iron tailings), as well as equipment used for the production of these eco-friendly construction materials. In addition, we provide consultation, design, project implementation and construction of urban ecological protection projects through our operating subsidiaries in China. We also provide parts, engineering support, consulting, technical advice and service, and other project-related solutions for our manufacturing equipment and environmental protection projects. As more fully described below under the heading “Our Products and Services,” through the newly acquired subsidiaries, we have expanded our product and service offerings to include roadside assistance services, and software development services and solutions utilizing Internet of Things (“IoT”) technologies.

We currently provide a full spectrum of products and services related to recycling and reuse of solid wastes, from producing eco-friendly construction materials and manufacturing equipment used to produce construction materials, to project installation. We differentiate us from our competitors through strong research and development capabilities and advanced technologies and systems.

Our products are eco-friendly, as they contain approximately 70% of reclaimed iron tailings in place of traditional cement. The use of reclaimed iron tailings assists in the protection of the environment by saving space in landfills used for the disposal of these materials, and assisting in the remediation and reclamation of abandoned or closed mining sites. In addition, we believe less energy is consumed when manufacturing our eco-friendly construction materials as compared with other traditional building materials. We believe our eco-friendly construction materials, with superior water permeability and competitive prices, are in greater demand than traditional materials as governments and others increase their focus on reducing the environmental impact of their activities.

Due to China’s recent emphasis on environmental protection, we believe there is a unique opportunity to grow our company, which we expect will be driven by demand for our eco-friendly construction materials and equipment used to produce these materials as well as our project construction expertise. We believe our technological know-how, production capacity, reputation and offerings of products and services will enable us to seize this opportunity.

Our clients are located throughout mainland China, and internationally in Middle East, Southeastern Asia, Africa, Europe and North America. We are actively pursuing additional clients for our products, equipment and projects, internationally in Bangladesh, North America and in additional provinces of China. We seek to establish long-term relationships with our clients by producing and delivering high-quality products and equipment and by providing technical support and consulting services after equipment is delivered and projects are completed.

Holding Company Structure

ReTo is a holding company and a business company incorporated in the British Virgin Islands (“BVI”) with no material operations of its own. We conduct substantially all of our operations through our subsidiaries established in mainland China. Our equity structure is a direct holding structure, that is, ReTo, the BVI entity listed in the U.S., controls Beijing REIT and other PRC operating entities through REIT Holdings. See “Prospectus Summary — History and Development of the Company.”

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We face various risks and uncertainties relating to doing business in China. Our business operations are primarily conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments, or list and conduct offerings on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and the value of our Class A Shares, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless.

The PRC government’s significant discretion and authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of our securities to significantly decline or become worthless.

Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and cause our Class A Shares to decrease in value or become worthless.

Cash and Other Assets Transfers betwe

SEC Form 424B5 filed by ReTo Eco-Solutions Inc.