黑山美股招股说明书(2025-05-08版)

Up to $400,000,000Common Stock We have entered into a sales agreement with BofA Securities, Inc., BMO Capital Markets Corp., Mizuho Securities USALLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as our sales agents and as forward sellers, and Bank ofAmerica, N.A., Bank of Montreal, Mizuho Markets Americas LLC, MUFG Securities EMEA plc and Royal Bank of Canada, asforward purchasers as described below, relating to the shares of our common stock offered by this prospectus supplement andthe accompanying prospectus supplement. In accordance with the terms of the sales agreement, we may, through our salesagents, offer and sell from time to time shares of our common stock having an aggregate offering price of up to $400million. This offering program supersedes and replaces the $400million offering program we commenced on June16, 2023, andis inclusive of the approximately $99million of securities that remain unsold under that program. In addition to the issuance and sale of common stock by us through the sales agents, we also may enter into forward saleagreements under separate master forward sale confirmations and related supplemental confirmations between us and each ofBank of America, N.A., Bank of Montreal, Mizuho Markets Americas LLC, MUFG Securities EMEA plc and Royal Bank ofCanada. We refer to these entities, when acting in such capacity, as forward purchasers. In connection with each forward saleagreement, the relevant forward purchaser or its affiliate will, at our request, borrow from third parties and, through therelevant affiliated agent, sell a number of shares of our common stock equal to the number of shares of our common stock thatunderlie the forward sale agreement to hedge the forward sale agreement. We refer to each of BofA Securities, Inc., BMOCapital Markets Corp., Mizuho Securities USA LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, whenacting as the agent for its affiliated forward purchaser, as a forward seller. In no event will the aggregate number of shares ofour common stock sold through the sales agents as our agents and by the forward sellers under the sales agreement have anaggregate sales price in excess of $400million.We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward seller. We expect to receive proceeds from the sale of shares of our common stock upon future physical settlement of the relevant forwardsale agreement with the relevant forward purchaser on dates specified by us on or prior to the maturity date of the relevantforward sale agreement, in which case we would expect to receive aggregate net cash proceeds at settlement equal to thenumber of shares of our common stock underlying the particular forward sale agreement multiplied by the relevant forwardsale price. If we elect to cash settle or net share settle a forward sale agreement, we may not (in the case of cash settlement) orwill not (in the case of net share settlement) receive any proceeds, and we may owe cash (in the case of cash settlement) orshares of our common stock (in the case of net share settlement) to the relevant forward purchaser. Sales of our common stock, if any, under the sales agreement, this prospectus supplement and the accompanyingprospectus may be made in sales deemed to be “at-the-market offerings” as defined in Rule415 under the Securities Act of1933, as amended, or the Securities Act, including by sales made directly on or through the New York Stock Exchange, orNYSE, or another market for our common stock, sales made to or through a market maker other than on an exchange orotherwise, in negotiated transactions at market prices prevailing at the time of sale or at negotiated prices, or as otherwiseagreed with the applicable sales agent, forward seller or forward purchaser. We will submit orders to only one sales agentrelating to the sale of shares of our common stock on any given day. Subject to the terms and conditions of the sales agreement,the sales agents, forward sellers or forward purchasers will use their commercially reasonable efforts to sell on our behalf all ofthe designated shares. We may instruct the sales agents, forward sellers or forward purchasers not to sell any shares if the salescannot be effected at or above the price designated by us in any such instruction. We also may sell shares of our common stock to one or more of the sales agents as principal for their own accounts, at aprice per share agreed upon at the time of sale. If we sell shares to one or more sales agents as principal, we will enter into aseparate terms agreement with such sales agent, and we will describe the agreement in a separate prospectus supplement orpricing supplement.We will pay the sales agents a commission of up to 2% of the gross sales price per share sold through them as our agent under the sales agreement. In connection with each forward sale agreement, the relevant forward seller will receive, reflecte