Elevance Health Inc美股招股说明书(2025-09-09版)

$750,000,000 4.000% Notes due 2028$750,000,000 4.600% Notes due 2032$1,000,000,000 5.000% Notes due 2036$500,000,000 5.700% Notes due 2055 The 4.000% Notes due 2028, which we refer to as the 2028 notes, will mature on September15, 2028, the 4.600% Notes due 2032, which we refer to as the 2032notes, will mature on September15, 2032, the 5.000% Notes due 2036, which we refer to as the 2036 notes, will mature on January15, 2036, and the 5.700% Notes due2055, which we refer to as the 2055notes, will mature on September15, 2055. We refer to the 2028 notes, the 2032 notes, the 2036 notes and the 2055 notes collectivelyas the notes. We will pay interest on the 2028 notes, the 2032 notes and the 2055 notes on March15 and September15 of each year, commencing March15, 2026. We will payinterest on the 2036 notes on January15 and July15 of each year, commencing January15, 2026. We may redeem the notes of any series at our option, in whole or in part,at any time and from time to time, at the applicable redemption prices discussed under the caption “Description of the Notes—Optional Redemption.” If we experience achange of control triggering event and have not otherwise elected to redeem the notes, we will be required to offer to repurchase the notes from holders as described underthe caption “Description of the Notes—Repurchase Upon a Change of Control.” The notes will be our unsecured and unsubordinated obligations and will rank equally with our other unsecured and unsubordinated indebtedness from time to timeoutstanding. We do not intend to list the notes on any national securities exchange. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-5of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,including Clearstream Banking, S.A., and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment in New York, New York on or about September15,2025, which will be the fifth business day following the date of the pricing of the notes (such settlement being referred to as “T+5”). See “Underwriting (Conflicts of Interest)—Settlement Cycle.” BofASecurities Mizuho USBancorp(2032notesand2055notes) PNCCapitalMarketsLLC(2028 notes) BarclaysJ.P.Morgan Goldman Sachs& Co.LLCTruistSecurities BNYCapitalMarketsSMBC Nikko ScotiabankTDSecurities Table of Contents TABLE OF CONTENTS Prospectus Supplement PageS-iiS-1S-5S-8S-9S-11S-17S-21S-26S-26S-27S-28ABOUTTHISPROSPECTUSCAUTIONARYNOTEREGARDINGFORWARD-LOOKINGSTATEMENTSWHEREYOUCANFINDMOREINFORMATIONINCORPORATIONOFCERTAINDOCUMENTSBYREFERENCEOURCOMPANYRISKFACTORSUSEOFPROCEEDSDESCRIPTIONOFTHEDEBTSECURITIESDESCRIPTIONOFTHEPREFERREDSTOCKDESCRIPTIONOFTHECOMMONSTOCKDESCRIPTIONOFTHEDEPOSITARYSHARESDESCRIPTIONOFTHEWARRANTSDESCRIPTIONOFTHERIGHTSDESCRIPTIONOFTHESTOCKPURCHASECONTRACTSANDSTOCKPURCHASEUNITSPLANOFDISTRIBUTIONVALIDITYOFTHESECURITIESEXPERTS FORWARD-LOOKINGSTATEMENTSSUMMARYRISKFACTORSUSEOFPROCEEDSSELECTEDCONSOLIDATEDHISTORICALFINANCIALDATADESCRIPTIONOFTHENOTESMATERIALUNITEDSTATESFEDERALINCOMETAXCONSIDERATIONSUNDERWRITING(CONFLICTSOFINTEREST)LEGALMATTERSEXPERTSWHEREYOUCANFINDMOREINFORMATIONINCORPORATIONOFCERTAINDOCUMENTSBYREFERENCE In this prospectus supplement, “we,” “us,” “our,” and “Elevance Health” refer to Elevance Health, Inc. or Elevance Health, Inc. and its direct andindirect subsidiaries, as the context requires. We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus supplement,the accompanying prospectus or in any free writing prospectus filed by us with the U.S. Securities and Exchange Commission (the “SEC”). We take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are not, and the underwritersare not, making an offer to sell the notes in any jurisdiction where the offer and sale is not permitted. You should not assume that the informationcontained in this prospectus supplement, the accompanying prospectus, any free writing prospectus or any document incorporated by reference isaccurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed sincethose dates. Table of Contents FORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, containcertain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking stateme