辉瑞美股招股说明书(2025-05-13版)

(incorporated as a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) under Dutch law, with its officialseat (statutaire zetel) in Rotterdam, the Netherlands) Guaranteed on a senior unsecured basis by Pfizer Inc. The 20notes (the “20notes”) will mature on, 20, the 20notes (the “20notes”) will mature on,20, the 20notes (the “20notes”) will mature on, 20and the 20notes (the “20notes”) will matureon, 20. The 20notes, the 20notes, the 20notes and the 20notes are referred to collectively as the “notes.” Thenotes will be Pfizer Netherlands International Finance B.V.’s (the “Issuer”) unsecured and unsubordinated debt obligations, will not have thebenefit of any sinking fund and will be fully and unconditionally guaranteed (the “note guarantee”), on a senior unsecured basis by Pfizer Inc.,the Issuer’s parent company (the “Parent”). The notes and the note guarantee will rank equally in right of payment with all of the Issuer’s andthe Parent’s other unsubordinated indebtedness, respectively, from time to time outstanding. Interest on the notes for each series will bepayable annually in arrears onof each year, beginning on, 2026. The notes are redeemable in whole, or in part, at theIssuer’s option at the redemption prices set forth in this prospectus supplement. In addition, the Issuer may redeem the notes in whole, but notin part, at any time in the event of certain developments affecting taxation. See “Description of Notes—Optional Redemption; Redemption forTax Reasons; No Sinking Fund.” The indenture (as defined herein) and the notes will be governed by the laws of the State of New York. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-7of this prospectussupplement and beginning on page 15 of the Parent’s Annual Report on Form10-Kfor the year endedDecember31, 2024 as well as the risk factors contained in other documents the Parent files with the U.S.Securities and Exchange Commission (the “SEC”), which are incorporated by reference into this prospectussupplement and the accompanying prospectus. Currently there is no public market for the notes. We intend to apply to list the notes on the New York Stock Exchange (“NYSE”). The listingapplication will be subject to approval by the NYSE. We currently expect trading in the notes on the NYSE to begin within 30 days after theoriginal issue date. If such a listing is obtained, we have no obligation to monitor such listing and we may delist the notes at any time. We donot otherwise intend to list the notes on any securities exchange or to seek approval for quotation through any automated quotation system. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes through the facilities of Clearstream Banking,société anonyme,Luxembourg(“Clearstream”)andEuroclear Bank SA/NV (the “Euroclear Operator”), or its successor, as operator of the Euroclear System (“Euroclear”), against paymenttherefor on or about, 2025. Joint Book-Running Managers BNP PARIBAS Mizuho Table of Contents TABLE OF CONTENTSPROSPECTUS SUPPLEMENT ENFORCEMENT OF CIVIL LIABILITIES AND SERVICE OF PROCESSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSCURRENCY CONVERSIONUSE OF PROCEEDSDESCRIPTION OF NOTESU.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN DUTCH TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION PROSPECTUS ABOUT THIS PROSPECTUSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSINFORMATION ABOUT PFIZER INC.INFORMATION ABOUT PFIZER INVESTMENT ENTERPRISES PTE. LTD.INFORMATION ABOUT PFIZER NETHERLANDS INTERNATIONAL FINANCE B.V.RISK FACTORSUSE OF PROCEEDSDESCRIPTION OF DEBT SECURITIES OF PFIZER INC. DESCRIPTION OF OTHER SECURITIES WHERE YOU CAN FIND MORE INFORMATION ENFORCEMENT OF CIVIL LIABILITIES AND SERVICE OF PROCESS No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in thisprospectus supplement or the accompanying prospectus and any free writing prospectus we may provide you in connection with this offering.We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others maygive you. This prospectus supplement and the accompanying prospectus are not an offer to sell or the solicitation of an offer to buy anysecurities in any jurisdiction where it is unlawful. Neither the delivery of this prospectus supplement or the accompanying prospectus, nor anysale of notes made under these documents, will, under any circumstances, create any implication that there has been no change in our affairssince the date of this prospectus supplement, the accompanying