阿曼瑞恩美股招股说明书(2025-08-07版)

We have entered into a sales agreement (as amended, the “sales agreement”) with Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC,J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and WellsFargo Securities, LLC, as our sales agents and as forward sellers as described below, and Bank of America, N.A., Barclays Bank PLC (through its agentBarclays Capital Inc.), Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC (with Mizuho Securities USALLC acting as agent), Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada and Wells Fargo Bank, National Association, as forwardpurchasers as described below, relating to the shares of our common stock offered by this prospectus supplement and the accompanying prospectus. The salesagreement relates to shares of our common stock having an aggregate gross sales price of $3,000,000,000, of which shares having an aggregate gross sales priceof $1,517,790,000 have previously been sold. In accordance with the terms of the sales agreement, we may, through our sales agents, offer and sell from time totime shares of our common stock having an aggregate gross sales price of up to $1,482,210,000 (unless we increase such aggregate gross sales price in ourdiscretion from time to time pursuant to the sales agreement). In addition to the issuance and sale of shares of our common stock by us through the sales agents, we also may enter into forward sale agreements underseparate master forward sale confirmations and related supplemental confirmations between us and each of Bank of America, N.A., Barclays Bank PLC (throughits agent Barclays Capital Inc.), Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC (with MizuhoSecurities USA LLC acting as agent), Morgan Stanley & Co. LLC, MUFG Securities EMEA plc, Royal Bank of Canada (represented by RBC Capital Markets,LLC) and Wells Fargo Bank, National Association. We refer to these entities, when acting in such capacity, as forward purchasers. In connection with eachforward sale agreement, the relevant forward purchaser or its affiliate will, at our request, borrow from third parties and, through the relevant affiliated salesagent, sell a number of shares of our common stock equal to the number of shares of our common stock that underlie the forward sale agreement to hedge theforward sale agreement. We refer to each of Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, MizuhoSecurities USA LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, when acting asthe agent for its affiliated forward purchaser, as a forward seller. In no event will the aggregate number of shares of our common stock sold on or after the dateof this prospectus supplement through the sales agents as our agents and by the forward sellers under the sales agreement have an aggregate gross sales price inexcess of $1,482,210,000 (unless we increase such aggregate gross sales price in our discretion from time to time pursuant to the sales agreement). 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 fromthe sale of shares of our common stock upon future physical settlement of the relevant forward sale agreement with the relevant forward purchaser on datesspecified by us on or prior to the maturity date of the relevant forward sale agreement, in which case we would expect to receive aggregate net cash proceeds atsettlement equal to the number of shares of our common stock underlying the particular forward sale agreement multiplied by the relevant forward sale price. Ifwe elect to cash settle or net share settle a forward sale agreement, we may not (in the case of cash settlement) or will not (in the case of net share settlement)receive any proceeds, and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevantforward purchaser. Sales of shares of our common stock, if any, under the sales agreement, this prospectus supplement and the accompanying prospectus may be made insales deemed to be “at the market offerings” as defined in Rule415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales madedirectly on or through the New York Stock Exchange (the “NYSE”), or on another market for our common stock, or sales made to or through a market makerother than on an exchange or through an electronic communications network. 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 shares of our common stock designated by us fromtime to time.