高乐氏美股招股说明书(2026-05-08版)

$550,000,000 4.700% Senior Notes due 2031$400,000,000 4.950% Senior Notes due 2033$550,000,000 5.250% Senior Notes due 2036 We are offering $550,000,000 aggregate principal amount of 4.700% senior notes due 2031 (the “2031 notes”), $400,000,000 aggregate principalamount of 4.950% senior notes due 2033 (the “2033 notes”) and $550,000,000 aggregate principal amount of 5.250% senior notes due 2036 (the“2036 notes”, and, collectively with the 2031 notes and the 2033 notes, the “notes”). Interest on the notes will be paid semi-annually in arrears onMay 15 and November 15 of each year, beginning on November 15, 2026. The 2031 notes will mature on May 15, 2031, the 2033 notes willmature on May 15, 2033 and the 2036 notes will mature on May 15, 2036. We may redeem the notes in whole or in part at any time at the applicable redemption price set forth under “Description of Notes—OptionalRedemption” in this prospectus supplement. If a Change of Control Triggering Event occurs, as defined in this prospectus supplement, we may be required to offer to repurchase the notesfrom holders at a purchase price of 101% of the principal amount of the notes, plus accrued and unpaid interest, if any, to the date of purchase asdescribed under “Description of Notes—Change of Control Triggering Event.” The notes offered hereby will be our senior unsecured obligations and will rank equally and ratably in right of payment with all of our existing andfuture senior unsecured indebtedness and senior to any future subordinated unsecured indebtedness. The notes will be issued in denominations of$2,000 and integral multiples of $1,000 in excess thereof. The notes are a new issue of securities for which there currently is no established trading market. We do not intend to list the notes on any Investing in the notes involves risks. See “Risk Factors” beginning on page S-7 of this prospectus supplement to read about importantfactors you should consider before buying the notes. You should also consider the risk factors described in the documents incorporatedby reference into this prospectus supplement and the accompanying prospectus before buying the notes. Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus supplement and the accompanying prospectus. Any representation to the contrary is acriminal offense. (1)Plus accrued interest, if any, from May 11, 2026, if settlement occurs after such date.(2)The underwriters will also be reimbursed for certain expenses incurred in this offering. See “Underwriting (Conflicts of Interest)” on pageS-20 for more details. The underwriters expect to deliver the notes to purchasers in book-entry form only through The Depository Trust Company and its participants,including Clearstream Banking S.A. and Euroclear Bank, SA/NV, as operator of the Euroclear System, against payment therefor in immediatelyavailable funds, on or about May 11, 2026, which is the third business day following the date of this prospectus supplement (this settlement cycleis referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondarymarket generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchaserswho wish to trade notes prior to the first business day preceding settlement will be required, by virtue of the fact that the notes initially will settlein T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisors.See “Underwriting (Conflicts of Interest)”. Joint Book-Running Managers Wells Fargo Securities Goldman Sachs & Co. LLC Morgan Stanley Senior Co-Managers TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-4RISK FACTORSS-7USE OF PROCEEDSS-9CAPITALIZATIONS-10DESCRIPTION OF NOTESS-11CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSS-18UNDERWRITING (CONFLICTS OF INTEREST)S-20LEGAL MATTERSS-25EXPERTSS-25INCORPORATION OF DOCUMENTS BY REFERENCES-25 Prospectus PageABOUT THIS PROSPECTUS1CAUTIONARY STATEMENT1THE COMPANY2RISK FACTORS3USE OF PROCEEDS4DESCRIPTION OF DEBT SECURITIES5PLAN OF DISTRIBUTION14LEGAL MATTERS16EXPERTS16INCORPORATION OF DOCUMENTS BY REFERENCE16WHERE YOU CAN FIND MORE INFORMATION17 It is important for you to read and consider all the information contained and incorporated by reference in this prospectussupplement and the accompanying prospectus and in any related free writing prospectus we prepare or authorize before makingyour investment decision. Neither we nor the underwriters have authorized any person to provide you with any other information. Ifanyone provides you with additional, different or inconsistent information, you shou