芬塔公司美股招股说明书(2025-06-13版)

On June13, 2025, we entered into Amendment No. 1 (the “Amendment”) to our ATM Sales Agreement, dated September18, 2024 (as amended from time to time,the “Sales Agreement”), with BofA Securities, Inc., BBVA Securities Inc., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, Citigroup Global MarketsInc., Credit Agricole Securities (USA) Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG SecuritiesAmericas Inc., RBC Capital Markets, LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC and Wells Fargo Securities,LLC and certain of their respective affiliates (each, a “Sales Agent,” and collectively, the “Sales Agents”), and the Forward Purchasers (as defined below) relating to theshares of our common stock offered by this prospectus supplement. We refer to a Sales Agent, when acting as sales agent for the relevant Forward Purchaser, asindividually, a “Forward Seller,” and collectively, the “Forward Sellers.” In accordance with the terms of the Sales Agreement, we may offer and sell our common stockfrom time to time through the Sales Agents, as our sales agents, or, if applicable, as Forward Sellers, or directly to one or more of the Sales Agents, acting as principal.Pursuant to the Amendment, the aggregate gross sales price of common stock now available for issuance under the Sales Agreement is $2,250,000,000 and such amountexcludes the shares of common stock previously sold under the Sales Agreement prior to the Amendment. Offers and sales, if any, of the shares of our common stock offered by this prospectus supplement made through the Sales Agents, as our sales agents or as ForwardSellers, may be made by means of ordinary brokers’ transactions on the New York Stock Exchange (the “NYSE”), through a market maker or otherwise at market pricesprevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by privately negotiated transactions (including block sales) or by anyother methods permitted by applicable law. The Sales Agreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or throughthe Sales Agents, we may enter into separate forward sale agreements (each, a “forward sale agreement,” and collectively, the “forward sale agreements”), with each ofBank of America, N.A., Banco Bilbao Vizcaya Argentaria, S.A., BNP PARIBAS, Citibank, N.A., Crédit Agricole Corporate and Investment Bank, Jefferies LLC, JPMorganChase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada, The Bank of NewYork Mellon, The Bank of Nova Scotia, The Toronto-Dominion Bank, Truist Bank, UBS AG London Branch and Wells Fargo Bank, National Association and certain oftheir respective affiliates. When acting in their capacity as purchasers under any forward sale agreements, we refer to these entities individually as a “Forward Purchaser,”and collectively, as the “Forward Purchasers.” If we enter into a forward sale agreement with any Forward Purchaser, we expect that such Forward Purchaser or its affiliatemay attempt to borrow from third parties and sell, through the relevant Forward Seller, shares of our common stock to hedge such Forward Purchaser’s exposure undersuch forward sale agreement. Unless otherwise expressly stated or the context otherwise requires, references herein to the “related” or “relevant” Forward Purchaser mean,with respect to any Forward Seller, the affiliate of such Forward Seller that is acting as Forward Purchaser or, if applicable, such Forward Seller acting in its capacity asForward Purchaser, and references herein to “applicable” Forward Purchaser or “applicable” forward sale agreements mean, with respect to any Forward Purchaser and anyforward sale agreement, the Forward Purchaser party to such forward sale agreement, as applicable. Only Forward Sellers that are, or are affiliated with, ForwardPurchasers will act as Forward Sellers. We will not initially receive any proceeds from any sale of shares of our common stock borrowed by a Forward Purchaser or itsaffiliate and sold through the related Forward Seller. We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates specified by us on orprior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of sharesspecified in such forward sale agreement multiplied by the relevant forward price per share. However, subject to certain exceptions, we may also elect, in our solediscretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in thecase of cash settlement) or will not receive any proceeds (in the case of net sh