Equinor ASA ADR美股招股说明书(2025-05-27版)

EQUINOR ASA $% Fixed Rate Notes due 2030$% Fixed Rate Notes due 2035Guaranteed as to Payment of Principal and Interest by Equinor Energy AS (a wholly owned subsidiary of Equinor ASA)The% Fixed Rate Notes due 2028 (the “2028 Notes”) will bear interest at the rate of% per year. The% Fixed Rate Notes due2030 (the “2030 Notes”) will bear interest at the rate of% per year. The% Fixed Rate Notes due 2035 (the “2035 Notes”, and together Notes, in whole but not in part, if certain tax events occur as described in this prospectus supplement.The Notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.For other important terms of the Notes, including provisions that supplement and modify the general terms described in the Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Investment in these securities involves risks. See “Risk Factors” beginning on page 2 of the accompanyingprospectus and the “Risk Factors” incorporated in Equinor ASA’s Annual Report on Form20-Ffor the year ended 2028Note028Notes2030Note2030Notes2035Note2035NotesPublic Offering Price(1)%$%$%$Underwriting Discount%$%$%$Proceeds, before expenses, to Equinor ASA(1)%$%$%$(1)Plus accrued interest, if any, from, 2025.The underwriters expect to deliver the Notes to purchasers in book-entry form only through the facilities of The Depository TrustCompany for the accounts of its direct and indirect participants (including Euroclear Bank S.A./N.V., as operator of the Euroclear System, BarclaysBofASecuritiesDeutscheBankSecuritiesGoldmanSachs&Co.LLCJ.P.Morgan whom it is unlawful to make such an offer or solicitation. See “Underwriting” below.The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail following: (i)a retail client as defined in point (11)of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii)a customer within themeaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professionalclient as defined in point (10)of Article 4(1) of MiFID II; or (iii)not a qualified investor as defined in Regulation (EU) No.2017/1129 (as amended, the“Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retailinvestor in the United Kingdom (“U.K.”). For these purposes, the expression “retail investor” means a person who is one (or more) of the following:(i)a retail client, as defined in point(8) of Article2 of Regulation(EU) No2017/565 as it forms part of domestic law by virtue of the European Union U.K. may be unlawful under the U.K. PRIIPs Regulation. This prospectus supplement and the accompanying prospectus have been prepared on thebasis that any offer of Notes in the U.K. will be made pursuant to an exemption under the U.K. Prospectus Regulation from the requirement to publish aprospectus for offers of Notes. This prospectus supplement is not a prospectus for the purposes of the U.K. Prospectus Regulation.Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of theNoteshas led to the conclusionthat: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and of this prospectus supplement and the accompanying prospectus. We incorporate by reference the following documents and any future filings we makewith the SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), from the date of thisprospectus supplement until the offerings contemplated in this prospectus supplement are completed:•Our Annual Report onForm20-Ffor the year ended December31, 2024 filed with the SEC on March20, 2025. •Our report onForm6-Kdated April30, 2025 regarding the Equinor group’s interim results for the three month period ended March31,2025.•Our report onForm6-Kdated May21, 2025 regarding lifting of the stop work order for the Empire Wind project.•Our reports on Form6-Kfurnished to the SEC after the date of this prospectus supplement, but only to the extent that the forms expresslystate that we incorporate them by reference in this prospectus supplement.Information that we file with the SEC will automatically update and supersede information in documents filed with the SEC on earlier dates. Allinformation appearing in this prospectus supplement is qualified in its entirety by the information and financial statements, in