艾伯维美股招股说明书(2026-08-04版)

The Notes will be unsecured, unsubordinated obligations of the Issuer and will rank equally in right of payment with all of the Issuer’s existingand future unsecured, unsubordinated indebtedness, liabilities, and other obligations. The Notes will be issued in minimum denominations of $2,000and in integral multiples of $1,000 in excess thereof. The Notes will not be listed on any securities exchange. Currently there is no public market forany series of the Notes.The Issuer expects the net proceeds to it from this offering will be approximately $billion (after deducting underwriting discounts and estimated offering expenses). The Issuer intends to use the net proceeds from the sale of the Notes (i)to fund a portion of its cash payment obligationsin connection with its acquisition of Apogee Therapeutics, Inc., a Delaware corporation (“Apogee” and such acquisition, the “Specified Acquisition”)and to pay fees, expenses, and other amounts in connection therewith and (ii)for other general corporate purposes, which may include the repaymentor repurchase of outstanding debt. See “Use of Proceeds.” This offering is not conditioned upon the consummation of the Specified Acquisition by the Issuer or any of its subsidiaries; however, if theIssuer publicly announces that the Acquisition Agreement (as defined herein) has been terminated prior to the consummation of the SpecifiedAcquisition, or otherwise notifies the Trustee (as defined herein) in writing that it will not pursue the consummation of the Specified Acquisition, theIssuer will be required to redeem the Floating Rate Notes, the 20Notes, the 20 Notes, the 20 Notes, the 20 Notes, the 20 Notes, and the20Notes (the “Mandatorily Redeemable Notes”) then outstanding at a redemption price equal to 101% of the principal amount of the MandatorilyRedeemable Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. The 20Notes and the 20 Notes(the “Long-Term Notes”) will not be subject to any Special Mandatory Redemption (as defined herein). There is no escrow account for, or securityinterest in, the proceeds of this offering for the benefit of holders of the Notes. See “Description of Notes—Special Mandatory Redemption.”The Issuer may redeem some or all of each series of Fixed Rate Notes at any time at redemption prices described in this prospectus supplement under the caption “Description of Notes—Optional Redemption.” Investing in the Notes involves risks. Please read “Risk Factors” included or incorporated by reference herein, as described beginning on pageS-7ofthis prospectus supplement. , 2026. The date of this prospectus supplement is TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-1SUMMARYS-2RISK FACTORSS-7USE OF PROCEEDSS-13CAPITALIZATIONS-14DESCRIPTION OF NOTESS-16MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-39UNDERWRITINGS-44WHERE TO OBTAIN MORE INFORMATIONS-50INFORMATION INCORPORATED BY REFERENCES-51INDUSTRY AND MARKET DATAS-52FORWARD-LOOKING STATEMENTSS-53LEGAL MATTERSS-54EXPERTSS-55 PROSPECTUS PageABOUT THIS PROSPECTUS1FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3INFORMATION INCORPORATED BY REFERENCE4WHERE YOU CAN FIND MORE INFORMATION5RISK FACTORS6USE OF PROCEEDS7DESCRIPTION OF DEBT SECURITIES8PLAN OF DISTRIBUTION10LEGAL MATTERS12EXPERTS12 ABOUT THIS PROSPECTUS SUPPLEMENT On February14, 2025, we filed with the Securities and Exchange Commission (the “SEC”) aregistration statement on Form S-3 utilizing a shelf registration process relating to the securities describedin this prospectus supplement, which became effective upon filing. This document is in two parts. The first part is the prospectus supplement, which describes the specificterms of the Notes the Issuer is offering and certain other matters relating to the Issuer. The second part, theaccompanying prospectus, gives more general information about debt securities that the Issuer may offerfrom time to time, some of which may not apply to the Notes the Issuer is offering. The rules of the SECallow us to incorporate by reference information into this prospectus supplement. This informationincorporated by reference is considered to be a part of this prospectus supplement, and information that wefile later with the SEC, to the extent incorporated by reference, will automatically update and supersede thisinformation. See “Information Incorporated by Reference.” You should read this prospectus supplementalong with the accompanying prospectus, as well as the documents incorporated by reference. If thedescription of the offering varies between this prospectus supplement and the accompanying prospectus,you should rely on the information in this prospectus supplement. We have not, and the underwriters have not, authorized any dealer, salesman or other person to provideyou with any information or to make any representation other than those contained or incorporated byreference into this prospectus supplement or the accompanying prospectus and a