能源转换美股招股说明书(2026-01-14版)

$1,000,000,000 4.550% Senior Notes due 2031$1,000,000,000 5.350% Senior Notes due 2036$1,000,000,000 6.300% Senior Notes due 2056 We are offering $3,000,000,000 aggregate principal amount of notes of the following series: $1,000,000,000 aggregate principal amount of our 4.550% Senior Notes due2031 (the “2031 notes”), $1,000,000,000 aggregate principal amount of our 5.350% Senior Notes due 2036 (the “2036 notes”) and $1,000,000,000 aggregate principal amount ofour 6.300% Senior Notes due 2056 (the “2056 notes”). We refer to the 2031 notes, the 2036 notes and the 2056 notes, collectively, as the “notes.” Interest on each series of notes will accrue from January 27, 2026. Interest on the notes will be payable semi-annually on January15 and July15 of each year, beginning onJuly15, 2026. The 2031 notes will mature on January15, 2031, the 2036 notes will mature on January15, 2036 and the 2056 notes will mature on January15, 2056. We may redeem some or all of the 2031 notes at any time prior to December15, 2030 (the “2031 Notes Par Call Date”) (the date that is one month prior to the maturity ofthe 2031 notes), the 2036 notes at any time prior to October15, 2035 (the “2036 Notes Par Call Date”) (the date that is three months prior to the maturity date of the 2036 notes)and the 2056 notes at any time prior to July15, 2055 (the “2056 Notes Par Call Date”) (the date that is six months prior to the maturity date of the 2056 notes). Any suchredemption of the notes will be at a redemption price equal to the greater of 100% of the principal amount of the notes to be redeemed and a “make-whole” redemption price, plus,in each case, accrued and unpaid interest, if any, to but not including the redemption date. On or after the 2031 Notes Par Call Date (in the case of the 2031 notes), the 2036 NotesPar Call Date (in the case of the 2036 notes) and the 2056 Notes Par Call Date (in the case of the 2056 notes), we may redeem some or all of such notes at a redemption price equalto 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to but not including the redemption date. Please read the section entitled“Description of the Notes—Optional Redemption.” The notes will not be entitled to the benefit of any sinking fund payment. The notes will be our senior unsecured obligations. If we default, your right to payment under the notes will rank equally with the right to payment of the holders of ourother existing and future unsecured senior debt, including debt under our revolving credit facility and our existing senior notes, and senior in right of payment to our existing andfuture subordinated debt. None of our subsidiaries will guarantee the notes upon their issuance. Any of our subsidiaries that in the future become guarantors or co-issuers of ourlong-term debt must guarantee the notes. Each series of notes is a new issue of securities with no established trading market. We do not intend to apply for the listing of the notes on any securities exchange or forthe 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 disapproved of these securities or determinedif this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Investing in the notes involves risks. Please read “Risk Factors” beginning on page S-5 of this prospectus supplement and on page 7 of the accompanying baseprospectus. The underwriters expect to deliver the notes in registered book-entry form only through the facilities of The Depository Trust Company, including Clearstream Banking,sociétéanonyme, Luxembourg and Euroclear Bank NV/SA, on or about January 27, 2026. BofASecuritiesBarclaysCitigroupMorganStanleySOCIETEGENERALE 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 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES LEGAL MATTERS EXPERTS We expect that delivery of the notes will be made against payment therefor on or about the closing date specified on the cover page of thisprospectus supplement, which will be the tenth business day following the date of this prospectus supplement. This settlement cycle is referred to as“T+10.” Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally arerequired to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notesprior to the date that is one business day preceding the settlement date, will be required, by virtue of the fact that the notes initially will settle T+1