品尼高西方资本美股招股说明书(2026-06-05版)

We have entered into an equity distribution agreement, dated November8, 2024, as amended by the first amendment thereto, dated June5, 2026 (asamended, the “equity distribution agreement”), with Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC,MUFG Securities Americas Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as managers (each, a “Manager” and,collectively, the “Managers”), Barclays Bank PLC, Bank of America, N.A., JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC,MUFG Securities EMEA plc, The Toronto-Dominion Bank, Truist Bank and Wells Fargo Bank, National Association or one or more of their respective affiliates,as forward purchasers (in such capacity, each, a “Forward Purchaser” and, collectively, the “Forward Purchasers”), and Barclays Capital Inc., BofA Securities,Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., TD Securities (USA) LLC, Truist Securities, Inc. and WellsFargo Securities, LLC, as forward sellers (in such capacity, each, a “Forward Seller” and, collectively, the “Forward Sellers”), relating to the offer and sale fromtime to time of shares of our common stock, no par value (“common stock”). We previously filed a prospectus supplement, dated November8, 2024 (includingthe prospectus accompanying such prospectus supplement, the “prior prospectus supplement”), for the offer and sale of shares of our common stock having anaggregate gross sales price of up to $900,000,000. As of the date of this prospectus supplement, we have offered and sold shares of our common stock having anaggregate gross sales price of approximately $630,000,000 pursuant to the equity distribution agreement and the prior prospectus supplement. The shares ofcommon stock having an aggregate gross sales price of up to approximately $270,000,000 that remain unsold under the prior prospectus supplement as of thedate of this prospectus supplement will no longer be offered or sold under the prior prospectus supplement but will instead be offered and sold under thisprospectus supplement and the accompanying prospectus. In accordance with the terms of the equity distribution agreement, we may offer and sell shares of our common stock from time to time through theManagers or pursuant to forward sale agreements. Sales of shares of our common stock made under the equity distribution agreement, if any, may be made byany method permitted by applicable law and deemed to be an “at the market offering” as defined in Rule415 under the Securities Act of 1933, as amended (the“Securities Act”), including by means of ordinary brokers’ transactions through the facilities of The New York Stock Exchange (the “NYSE”), or through amarket maker or directly on or through an electronic communications network, at market prices prevailing at the time of sale or at prices related to prevailingmarket prices. In addition, shares of our common stock may be offered and sold by such other methods, including privately negotiated transactions (includingblock transactions), as we and the Managers or the Forward Sellers agree to in writing. We also may sell shares of our common stock to one or more of theManagers, as principal for their own accounts, at a price to be agreed upon at the time of the sale. If we sell shares of our common stock to one or more of theManagers as principal, we will enter into a separate agreement with such Manager or Managers setting forth the terms of such transaction, and we will describethat agreement in a separate prospectus supplement or pricing supplement. Each Manager will receive from us a commission of up to 1% of the aggregate grosssales price for any shares of our common stock sold by it under the equity distribution agreement. The equity distribution agreement provides that, in addition to the issuance and sale of our common stock by us to or through the Managers, we may alsoenter into one or more forward sale agreements under separate master forward confirmations and related supplemental confirmations between us and any of theForward Purchasers. In connection with any forward sale agreement, the relevant Forward Purchaser will borrow from third parties and, through its affiliatedForward Seller, sell a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward saleagreement. In connection with any forward sale agreement, the relevant Forward Seller will receive, in the form of a reduced initial forward sale price under therelated forward sale agreement, a commission of up to 1% of the gross sales prices of all borrowed shares of our common stock sold during the applicableforward hedge selling period by it as Forward Seller. In no event will the aggregate number of shares of our common stock sold through the Managers or the Forward Sellers under the equity distributionagreement and under any forward sale