埃克西尔能源美股招股说明书(2026-05-01版)

Up to $4,300,000,000 of Common Stock We may offer and sell shares of our common stock (par value $2.50 per share) having an aggregate gross sales price of up to $4,300,000,000 fromtime to time through the sales agents named below pursuant to the terms of an equity distribution agreement. The equity distribution agreement providesthat, in addition to the issuance and sale of shares of our common stock through the sales agents acting as sales agents or directly to the sales agentsacting as principals, we also may enter into forward sale agreements under separate forward sale confirmations between us and any sales agent or one ormore of its affiliates or agents. These entities, when acting in such capacity, are referred to in this prospectus supplement as “forward purchasers.” Inconnection with each forward sale agreement, the relevant forward purchaser (or its affiliate) will, at our request, attempt to borrow from third-partystock lenders and, through the relevant sales agent, sell a number of shares of our common stock equal to the number of shares that underlie theapplicable forward sale agreement to hedge the forward sale agreement. Each of the sales agents, when acting as the agent for a forward purchaser, isreferred to in this prospectus supplement as a “forward seller” and collectively as the “forward sellers” (except in the case of BTIG, LLC, for whichreferences to forward seller refers instead to Nomura Securities International, Inc. (acting through BTIG, LLC as agent)). Transactions contemplated bythe forward sale agreements are referred to in this prospectus supplement as “forward transactions.” In a forward transaction under one form of forward sale agreement, which we refer to as an “initially priced forward transaction,” we may enterinto one or more initially priced forward transactions with a sales agent or forward seller (or its affiliate or agent), as a forward purchaser, pursuant towhich we will receive the forward sale price under the applicable forward sale agreement at the settlement of the initially priced forward transaction,subject to the price adjustment and other provisions of the forward sale agreement. The initial forward sale price per share under each forward saleagreement related to an initially priced forward transaction will equal the product of (1)an amount equal to oneminusthe applicable forward sellingcommission and (2)the volume weighted average price per share at which the borrowed shares of our common stock are sold pursuant to the initiallypriced forward transaction by the relevant forward seller to hedge the forward purchaser’s exposure under the relevant initially priced forwardtransaction. We will not initially receive any proceeds from the sale of borrowed shares of our common stock by the relevant forward seller. We expectto receive proceeds from the sale of shares of our common stock upon future physical settlement of the relevant initially priced forward transaction withthe relevant forward purchaser on dates specified by us on or prior to the maturity date of the initially priced forward transaction. In an initially pricedforward transaction, we expect to receive aggregate cash proceeds equal to the product of the initial forward sale price under such forward transactionand the number of shares of our common stock underlying such forward transaction, subject to the price adjustment and other provisions of theapplicable forward sale agreement. If we elect to cash settle or net share settle an initially priced forward transaction, we may not (in the case of cashsettlement) 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 ourcommon stock (in the case of net share settlement) to the relevant forward purchaser. In a separate forward transaction under another form of forward sale agreement, which we refer to as a “collared forward transaction,” we mayenter into one or more forward sale agreements relating to one or more collared forward transactions (“collared forward sale agreements”) withGoldman Sachs International, one or more of the applicable other forward purchasers (except for The Bank of Nova Scotia), or one or more of theirrespective affiliates, each acting in its capacity as a forward purchaser (the “collared forward purchasers”), pursuant to which we will agree to sell to therelevant collared forward purchaser up to the number of shares of our common stock specified in the relevant collared forward sale agreement (subject to adjustment as set forth therein) and the applicable collaredforward purchaser will borrow from third-party stock lenders and sell the maximum number of shares of our common stock deliverable pursuant to thecollared forward transaction (the “hedging shares”) through the related sales agent acting as the statutory underwriter and a forward seller (each, a“collared forward seller”) over a period of time to be agreed between us and the applicable co