ReTo Eco-Solutions, Inc. Schedule 13G/A shows Streeterville Capital LLC (and affiliated filers) reports beneficial ownership of 781,966 Class A Shares, representing 9.99% of 7,827,491 shares outstanding as of October 24, 2025. The filing states this stake reflects a contractual ownership cap under a Pre-Paid Purchase agreement that limits Streeterville to 9.99%. Streeterville Management LLC is the manager of Streeterville Capital and John M. Fife is the sole member of Streeterville Management; all three are reporting persons and are attributed voting and dispositive power over the 781,966 shares.
Positive
None.
Negative
None.
Insights
Disclosure clarifies a capped beneficial stake and managerial relationships.
The filing documents that Streeterville Capital LLC beneficially owns 781,966 Class A Shares (9.99%) and that an explicit contractual cap limits ownership to 9.99% under a Pre-Paid Purchase agreement. The statement ties the percentage to 7,827,491 shares outstanding as of October 24, 2025.
The filing also clarifies control lines: Streeterville Management LLC manages Streeterville Capital and John M. Fife is the manager’s sole member, with sole voting and dispositive power reported for the full 781,966 shares. Subsequent filings would show any changes to this capped position.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
ReTo Eco-Solutions, Inc.
(Name of Issuer)
Class A Shares
(Title of Class of Securities)
G75271133
(CUSIP Number)
02/25/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
G75271133
1
Names of Reporting Persons
Streeterville Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UTAH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
781,966.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
781,966.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
781,966.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Reporting Person Streeterville Capital, LLC ("Streeterville") has rights, under a Pre-Paid Purchase, to own an aggregate number of shares of the Issuer's Class A Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Class A Shares beneficially owned by Streetertville as of the date of this filing was 781,966 shares, which is 9.99% of the 7,827,491 shares outstanding on October 24, 2025 (as reported in the Issuer's Form 424B5 filed on that date).
To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.
SCHEDULE 13G
CUSIP No.
G75271133
1
Names of Reporting Persons
Streeterville Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UTAH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
781,966.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
781,966.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
781,966.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Reporting Person Streeterville Management, LLC is the manager of Streeterville. Streeterville has rights, under a Pre-Paid Purchase, to own an aggregate number of shares of the Issuer's Class A Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Class A Shares beneficially owned by Streetertville as of the date of this filing was 781,966 shares, which is 9.99% of the 7,827,491 shares outstanding on October 24, 2025 (as reported in the Issuer's Form 424B5 filed on that date).
To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.
SCHEDULE 13G
CUSIP No.
G75271133
1
Names of Reporting Persons
John M Fife
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
781,966.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
781,966.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
781,966.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Reporting Person John M Fife is the sole member of Streeterville Management, LLC which is the manager of Streeterville. Streeterville has rights, under a Pre-Paid Purchase, to own an aggregate number of shares of the Issuer's Class A Shares which, except for a contractual cap on the amount of outstanding shares that Streeterville may own, would exceed such a cap. Streeterville's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's Class A Shares beneficially owned by Streetertville as of the date of this filing was 781,966 shares, which is 9.99% of the 7,827,491 shares outstanding on October 24, 2025 (as reported in the Issuer's Form 424B5 filed on that date).
To clarify, the Form line 11 is limited to displaying only the tenth decimal place, but the ownership limitation prescribed in the agreement is 9.99%.
This report is filed by Streeterville Capital LLC, Streeterville Management LLC, and John M. Fife with respect to the shares of Ordinary Shares of the Issuer that are directly beneficially owned by Streeterville Capital LLC and indirectly beneficially owned by the other reporting and filing persons.
(b)
Address or principal business office or, if none, residence:
300 East Randolph Street, Suite 40.150
Chicago, IL 60601
(c)
Citizenship:
Streeterville Capital LLC is a Utah limited liability company.
Streeterville Management LLC is a Utah limited liability company.
John M. Fife is a United States citizen.
(d)
Title of class of securities:
Class A Shares
(e)
CUSIP No.:
G75271133
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
781,966
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
781,966
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
781,966
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does Streeterville Capital report in RETo (RETO)?
Streeterville Capital reports beneficial ownership of 781,966 Class A Shares, equal to 9.99% of the class based on 7,827,491 shares outstanding as of October 24, 2025, per the filing.
Why is Streeterville's ownership shown as 9.9% on the form line?
The form's line 11 displays a truncated decimal; the filing explains the contractual ownership limit is 9.99%, and the reported 9.99% is based on the Issuer's Form 424B5 outstanding share count dated October 24, 2025.
Who else files alongside Streeterville Capital in this Schedule 13G/A?
The report is filed by Streeterville Management LLC (manager of Streeterville Capital) and John M. Fife (sole member of the manager); all three are reporting persons linked to the same 781,966-share position.
Does the filing state who holds voting and dispositive power over the shares?
Yes; the filing shows sole voting power and sole dispositive power over 781,966 shares attributed to the reporting persons, with 0 shared voting or dispositive power reported.
What agreement limits Streeterville's ownership to 9.99%?
The filing references a Pre-Paid Purchase agreement that contains a contractual ownership cap, explicitly limiting Streeterville's beneficial ownership to 9.99% of the Class A Shares.
