阿默普莱斯金融美股招股说明书(2025-02-26版)

Ameriprise Financial, Inc.5.200% Senior Notes due 2035 This is an offering by Ameriprise Financial, Inc. of $750 million principal amount of its5.200% Senior Notes due 2035 (the “notes”). We will pay interest on the notes semi-annuallyin arrears on each April 15 and October 15, commencing on October 15, 2025. The notes willmature on April 15, 2035. We may redeem the notes in whole or in part at any time at the redemption pricesdescribed under the caption “Description of the Notes — Optional Redemption” in thisprospectus supplement. The notes will be issued in denominations of $2,000 and integralmultiples of $1,000 in excess thereof. Investing in the notes involves risks. See “Risk Factors” beginning on page S-4 of thisprospectus supplement and in “Item 1A. Risk Factors” beginning on page 16 of our AnnualReport on Form 10-K for the year ended December 31, 2024 to read about factors you shouldconsider before buying the notes. The notes are unsecured senior debt obligations of Ameriprise Financial, Inc. and willrank equally with existing and future unsecured senior debt obligations of AmeripriseFinancial, Inc. The notes will be structurally subordinated to all future and existing obligationsof our subsidiaries. The notes will not be obligations of, and will not be guaranteed by, any ofour subsidiaries. The notes are not savings accounts or deposits and they are not insured by theUnited States, the Federal Deposit Insurance Corporation or any other agency or fund of theUnited States. We do not intend to apply for listing of the notes on any securities exchange. Currently,there is no public market for the notes. Neither the Securities and Exchange Commission nor any other regulatory body hasapproved or disapproved of the notes or passed upon the accuracy or adequacy of this prospectussupplement or the accompanying prospectus. Any representation to the contrary is a criminaloffense.Per Note The initial public offering price set forth above does not include accrued interest, if any.Interest on the notes will accrue from February 28, 2025. The underwriters expect to deliver the notes in book-entry form only through thefacilities of The Depository Trust Company for the accounts of its participants, includingClearstream Banking, S.A. and Euroclear Bank S.A./ N.V., against payment in New York,New York on or about February 28, 2025. TABLE OF CONTENTS Prospectus Supplement PageAbout this Prospectus SupplementS-iiSummaryS-1Risk FactorsS-4Use of ProceedsS-6CapitalizationS-7Description of the NotesS-8Certain ERISA ConsiderationsS-11Material United States Federal Income Tax ConsequencesS-13UnderwritingS-16Validity of the NotesS-21ExpertsS-21Where You Can Find More InformationS-22Prospectus 4Description of Units We May Offer14Description of Preferred Stock We May Offer14Description of Common Stock We May Offer18Description of Depositary Shares We May Offer19Legal Ownership and Book-Entry Issuance23Considerations Relating to Securities Issued in Bearer Form28ERISA Considerations28Plan of Distribution (Conflicts of Interest)29Validity of the Securities32Experts32Where You Can Find More Information32Information Incorporated by Reference32Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 199533 ABOUT THIS PROSPECTUS SUPPLEMENT This document has two parts. The first part consists of this prospectus supplement, whichdescribes the specific terms of this offering and the notes offered. The second part, theaccompanying prospectus, provides more general information, some of which may not applyto this offering. If the description of this offering varies between this prospectus supplementand the accompanying prospectus, you should rely on the information in this prospectussupplement. Before purchasing any notes, you should carefully read both this prospectus supplementand the accompanying prospectus, together with the additional information incorporated byreference in this prospectus supplement. We have not, and the underwriters have not, authorized anyone to provide you with anyinformation other than information incorporated by reference or set forth in this prospectussupplement, the accompanying prospectus, or any free writing prospectus. We do not, and theunderwriters do not, take any responsibility for, or provide any assurance as to the reliabilityof, any other information that others may give you. This prospectus supplement and theaccompanying prospectus may only be used where it is legal to sell these securities. Theinformation in this prospectus supplement and the accompanying prospectus may only beaccurate as of their respective dates and the information in the incorporated documents is onlyaccurate as of their respective dates. The distribution of this prospectus supplement and the accompanying prospectus and theoffering of the notes in certain jurisdictions may be restricted by law. Persons into whosepossession this prospectus supplement and the accompanying prospectus come shou