梯瓦制药美股招股说明书(2025-05-19版)

Table of Contents Filed Pursuant to Rule 424(b)(5)Registration No. 333-284770 INFORMATION IN THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT COMPLETE ANDMAY BE CHANGED. THE DEFINITIVE TERMS OF THE TRANSACTIONS DESCRIBED HEREINWILL BE DESCRIBED IN THE FINAL VERSION OF THIS DOCUMENT. THIS PRELIMINARYPROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE NOT AN OFFER TOSELL THESE SECURITIES AND ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES INANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. Subject to CompletionPreliminary Prospectus Supplement, dated May 19, 2025 PROSPECTUS SUPPLEMENT(To Prospectus dated February 7, 2025) $2,000,000,000 (equivalent) Teva Pharmaceutical Finance NetherlandsII B.V.€% Senior Notes due 2031 Teva Pharmaceutical Finance NetherlandsIII B.V.$% Senior Notes due 2032 Teva Pharmaceutical Finance NetherlandsIV B.V.$% Senior Notes due 2030 Payment of principal and interest unconditionally guaranteedby Teva Pharmaceutical Industries Limited Teva Pharmaceutical Finance Netherlands III B.V. (“Teva Finance III”) is offering: •$of its% Senior Notes due 2032 (the “2032 USD notes”). Teva Pharmaceutical Finance Netherlands IV B.V. (“Teva Finance IV”) is offering: •$of its% Senior Notes due 2030 (the “2030 USD notes” and, together with the2032 USD notes, the “USD notes” and, together with the Euro notes, the “notes”). The Euro notes will mature on, 2031. The 2032 USD notes will mature on, 2032 and the 2030 USD notes will mature on, 2030. Interest on the Euro noteswill be payable annually in arrears onof each year, beginning, 2026.Interest on the USD notes will be payable semi-annually in arrears onandof each year, beginning, 2025. Payment of all principal and interest payable on thenotes is unconditionally guaranteed by Teva Pharmaceutical Industries Limited (“Teva”). Teva Finance II, Teva Finance III and Teva Finance IV may redeem each series of the notesin whole or in part, at any time at a redemption price equal to the greater of the principalamount of the notes of the relevant series, and the applicable “make-whole” amount plus, ineach case, accrued and unpaid interest thereon, if any, to, but not including, the redemptiondate; provided that if Teva Finance II, Teva Finance III or Teva Finance IV redeems thenotes on or after the applicable Par Call Date (as defined herein for such series), theredemption price shall be equal to 100% of the principal amount of such series thenoutstanding to be redeemed plus accrued and unpaid interest thereon, if any, to, but notincluding, the redemption date. See “Description of the Euro Notes and the Guarantee—Optional Redemption by the Issuer” and “Description of the USD Notes and theGuarantee— Optional Redemption by the Issuer.” Each series of the notes may also beredeemed, in whole but not in part, at 100% of the aggregate principal amount of such notes,plus accrued and unpaid interest, if any, at any time at Teva Finance II’s, Teva Finance III’sor Teva Finance IV’s option, as applicable, or Teva’s option, Table of Contents solely upon the imposition of certain withholding taxes. See “Description of the Euro Notes and the Guarantees—Tax Redemption” and “Description of the USD Notes and the Guarantees—Tax Redemption.” The Euro notes will be unsecured senior obligations of Teva Finance II, which is an indirect subsidiary of Teva, andthe guarantee will be an unsecured senior obligation of Teva. The 2032 USD notes will be unsecured seniorobligations of Teva Finance III, which is an indirect subsidiary of Teva, and the guarantee will be an unsecuredsenior obligation of Teva. The 2030 USD notes will be unsecured senior obligations of Teva Finance IV, which is anindirect subsidiary of Teva, and the guarantee will be an unsecured senior obligation of Teva. Investing in the notes involves risks. See “Risk Factors” beginning on page S-14 of thisprospectus supplement and page 4 of the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectusis truthful or complete. Any representation to the contrary is a criminal offense. Teva’s principal executive offices are located at 124 Dvora HaNevi’a Street, Tel Aviv, 6944020, Israel, and ourtelephone number is +972-3-914-8213. The underwriters expect to deliver the USD notes to investors through the book-entry facilities of The DepositoryTrust Company (“DTC”) and its direct participants, including Euroclear Bank S.A./N.V. (“Euroclear”), as operatorof the Euroclear System, and Clearstream Banking,société anonyme(“Clearstream”), and the Euro notes will bedelivered to investors through the book-entry facilities of Euroclear and Clearstream, on or about, 2025. Active Joint Book-Running Managers BNP PARIBASBofA SecuritiesHSBCIMI-Intesa SanpaoloJ.P. Morgan Passive Joint Book-Running Managers Table of Contents We have not, a