南方铜业美股招股说明书(2026-06-17版)

For the exclusive benefit of its Peruvian branch Southern Peru Copper Corporation, Sucursal del Perú U.S.$1,250,000,000 5.350% Notes due 2036 Southern Copper Corporation (including and acting exclusively for the benefit of its Peruvian branchSouthern Peru Copper Corporation, Sucursal del Perú, the “Issuer”) is offering U.S.$1,250,000,000 aggregateprincipal amount of its 5.350% notes due 2036 (the “notes”). The notes will bear interest at a rate of 5.350% peryear. The Issuer will pay interest on the notes semi-annually in arrears on June24 and December24 of each year,beginning on December24, 2026. The notes will mature on June24, 2036. The notes will constitute the Issuer’s general unsecured obligations and the notes will rankpari passuwitheach other and will rankpari passuin right of payment with all of the Issuer’s other existing and future unsecuredand unsubordinated indebtedness. The notes will not be guaranteed by any of the Issuer’s subsidiaries and as aresult will be structurally subordinated to all existing and future indebtedness and other obligations of the Issuer’ssubsidiaries, including trade payables. The Issuer will have the right at its option to redeem the outstanding notes in whole at any time or in partfrom time to time prior to March24, 2036 (three months prior to the maturity date of the notes) (the “Par CallDate”) at a redemption price equal to the greater of par and a “make-whole” amount described herein,plusaccrued and unpaid interest to the redemption date on the principal amount of the notes being redeemed on suchredemption date and additional amounts thereon, if any. The Issuer will have the right at its option to redeem thenotes, in whole at any time or in part from time to time on and after the Par Call Date at parplusaccrued andunpaid interest to the redemption date on the principal amount of the notes being redeemed on such redemptiondate and additional amounts thereon, if any. In addition, if holders of at least 85% in aggregate principal amountof the outstanding notes validly tender and do not withdraw their notes in a tender offer or other offer to purchase,the Issuer may redeem all remaining outstanding notes at the same price paid to tendering holders, plus accruedand unpaid interest, if any. See “Description of the Notes—Optional Redemption.” Investing in the notes involves risks, including those described in the “Risk Factors” section on pageS-8of this prospectus supplement and the section entitled “Risk Factors” beginning on page 16 of ourannual report on Form10-K for the year ended December31, 2025 as supplemented by the Risk Factorsincluded in Item1A of our Form10-Q filed with the SEC on April30, 2026, which are incorporated byreference into this prospectus supplement and the accompanying prospectus. (1)Plus accrued interest, if any, from June24, 2026 Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus istruthful or complete. Any representation to the contrary is a criminal offense. The Issuer is the sole obligor of the notes. The liability created by the notes will be registered on SPCC'sbooks and records, as beneficiary and payor thereof, following applicable accounting principles and tax laws,rules and regulations, respectively. The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities ofThe Depository Trust Company for the accounts of its direct and indirect participants, including ClearstreamBanking, société anonyme and Euroclear Bank S.A/N.V., on or about June 24, 2026. Global Coordinators and Joint Bookrunners BofA Securities Santander Barclays TABLE OF CONTENTS The Company has not authorized anyone to provide you with information different from that containedin this prospectus supplement and the accompanying prospectus. This prospectus supplement and theaccompanying prospectus may only be used where it is legal to sell these securities. The information containedin this prospectus supplement and the accompanying prospectus is accurate only as of the date of thisprospectus supplement, regardless of the time of delivery of this prospectus supplement or any sales of thenotes. TABLE OF CONTENTS Prospectus Supplement SUMMARY INFORMATIONS-1THE OFFERINGS-2SUMMARY HISTORICAL CONSOLIDATED FINANCIAL DATAS-6RISK FACTORSS-8CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-10USE OF PROCEEDSS-11CAPITALIZATIONS-12BOARD OF DIRECTORS AND EXECUTIVE OFFICERSS-13DESCRIPTION OF THE NOTESS-14U.S. FEDERAL INCOME TAX CONSIDERATIONSS-28CERTAIN PERUVIAN INCOME TAX CONSIDERATIONS TO NON-PERUVIAN HOLDERSS-31UNDERWRITINGS-33LEGAL MATTERSS-38EXPERTSS-38ENFORCEMENT OF CIVIL LIABILITIESS-38 ABOUT THIS PROSPECTUSiiSUMMARY INFORMATION1RISK FACTORS2CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS4PLAN OF DISTRIBUTION5BRANCHES9SECURITIES WE MAY OFF