能源转换美股招股说明书(2025-08-11版)

We are offering $aggregate principal amount offixed-to-fixedreset rate junior subordinated notes of the following series: $aggregateprincipal amount of our Series 2025A Junior Subordinated Notes due 2056 (the “Series 2025A notes”) and $aggregate principal amount of our Series2025B Junior Subordinated Notes due 2056 (the “Series 2025B notes”). We refer to the Series 2025A notes and the Series 2025B notes, collectively, as the“notes.” The Series 2025A notes will bear interest (i)from and including the original issue date (as defined herein) to, but excluding, February15, 2031 at the rateof% per annum and (ii)from and including February15, 2031, during each Reset Period (as defined herein) at a rate per annum equal to the Five-year U.S.Treasury Rate (as defined herein) as of the most recent Reset Interest Determination Date (as defined herein) plus a spread of%, to be reset on each ResetDate (as defined herein). The Series 2025A notes will mature on February15, 2056. The Series 2025B notes will bear interest (i)from and including the original issue date (as defined herein) to, but excluding, February15, 2036 at the rateof% per annum and (ii)from and including February15, 2036, during each Reset Period (as defined herein) at a rate per annum equal to the Five-year U.S.Treasury Rate (as defined herein) as of the most recent Reset Interest Determination Date (as defined herein) plus a spread of%, to be reset on each ResetDate (as defined herein). The Series 2025B notes will mature on February15, 2056. Interest on the notes will accrue from and including, 2025 and will be payable semi-annually on February15 and August15 of each year, beginning onFebruary15, 2026. The terms of each series of notes will provide that so long as no event of default (as defined herein) with respect to the notes of such series has occurredand is continuing, we may, at our option, defer interest payments on such series of notes, from time to time, for one or more deferral periods of up to 20consecutive semi-annual Interest Payment Periods (as defined herein) applicable to such series of notes each. During any deferral period applicable to eitherseries of notes, interest on such series of notes will continue to accrue at the then-applicable interest rate on the notes of such series (as reset from time to time onany Reset Date occurring during such deferral period in accordance with the terms of the notes of such series) and, in addition, interest on deferred interest willaccrue at the then-applicable interest rate on the notes with respect to the notes of either series (as reset from time to time on any Reset Date occurring duringsuch deferral period in accordance with the terms of the notes of such series), compounded semi-annually, to the extent permitted by applicable law. See“Description of the Notes—Option to Defer Interest Payments.” The terms of each series of notes will provide that at our option, we may redeem notes of such series at the times and at the applicable redemption pricesdescribed in this prospectus supplement. The notes will be our unsecured obligations and will rank junior and subordinate in right of payment to the priorpayment in full of our existing and future Senior Indebtedness (as defined herein). The notes will rank equally in right of payment with our existing 2006 SeriesA Junior Subordinated Notes due 2066, our existing 8.000%Fixed-to-FixedReset Rate Junior Subordinated Notes due 2054, our existing 7.125%Fixed-to-FixedReset Rate Junior Subordinated Notes due 2054 and with any future unsecured indebtedness that we may incur from time to time if the terms ofsuch indebtedness provide that it ranks equally with the notes in right of payment. None of our subsidiaries will guarantee the notes. The notes of each series are a new issue of securities with no established trading market. We do not intend to apply for the listing of the notes on anysecurities exchange or for the quotation of the notes on any automated dealer quotation system. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Investing in the notes involves risks. Please read “Risk Factors” beginning on pageS-8of this prospectus supplementand on page 7 of the accompanying base prospectus. WellsFargoSecurities Table of Contents TABLE OF CONTENTS Prospectus Supplement FORWARD-LOOKING STATEMENTSSUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTESCERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE Prospectus PLAN OF DISTRIBUTION MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES LEGAL MATTERS EXPERTS We expect that delivery of the notes will be made against payment therefor on