奥莱利美股招股说明书(2026-08-11版)

We will pay interest on the 2029 notes and the 2031 notes semi-annually in arrears on February 14 and August 14 of each year beginning on February14,2027. We will pay interest on the 2037 notes semi-annually in arrears on March 14 and September 14 of each year beginning on March 14, 2027. The 2029 noteswill mature on August14, 2029, the 2031 notes will mature on August14, 2031 and the 2037 notes will mature on March14, 2037 . Upon the occurrence of aChange of Control Triggering Event (as defined in this prospectus supplement), we will be required to make an offer to purchase the notes for cash at a priceequal to 101% of their principal amount, together with accrued and unpaid interest to but not including the date of repurchase. We have the option to redeem allor a portion of the notes at any time and from time to time for cash at the applicable redemption price described under “Description of Notes — OptionalRedemption” in this prospectus supplement.The notes will be our general unsecured senior obligations and will be equal in right of payment with all of our other existing and future unsecured and unsubordinated debt, including our credit facility, our commercial paper program and our existing series of senior notes (we refer to these series of notes as ourexisting notes). The notes will be effectively junior to any of our future secured indebtedness to the extent of the value of the collateral securing suchindebtedness. The notes will be structurally junior to any indebtedness of our subsidiaries, because the notes will not be guaranteed by any of our subsidiaries,except in limited circumstances if such subsidiary incurs or guarantees obligations under our credit facility or certain of our other credit facility debt or capitalmarkets debt. Our existing notes and our credit facility are not currently guaranteed by any of our subsidiaries.The notes are new issues of securities with no established trading market. We do not intend to list the notes on any securities exchange or arrange for the quotation of the notes in any automated dealer quotation system.Investing in these notes involves certain risks. See “Risk Factors” beginning on pageS-8of this prospectus supplement and PartI, Item1A, “Risk Factors” beginning on page2of ourAnnual Report on Form 10-K for the fiscal year ended December31, 2025, filed with the SEC on February27, 2026, which is incorporated by referenceherein, as well as the other information included and incorporated by reference herein, to read about factors you should consider before deciding to invest in the notes.Neither the Securities and Exchange Commission nor any state or other securities commission has approved or disapproved of these securities or determined if this prospectus supplement and the accompanying prospectus are truthful or complete. Any representation to the contrary is a criminal offense. Plus accrued interest, if any, from August 14, 2026, if settlement occurs after that date. J.P. Morgan Securities LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, on behalf of the underwriters, expect to deliver the notes on or aboutAugust 14, 2026. Delivery of the notes will be made in book-entry form only through the facilities of The Depository Trust Company and its direct and indirectparticipants, including Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking S.A., against payment therefor in immediatelyavailable funds. TD Securities TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATIONS-iiiINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-iiiCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSS-ivSUMMARYS-1THE COMPANYS-1THE OFFERINGS-5RISK FACTORSS-8USE OF PROCEEDSS-14DESCRIPTION OF NOTESS-15U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSS-27UNDERWRITING (CONFLICTS OF INTEREST)S-29LEGAL MATTERSS-35EXPERTSS-35 Base Prospectus PageABOUT THIS PROSPECTUSiiWHERE YOU CAN FIND MORE INFORMATIONiiINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEiiCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSiiiTHE COMPANY1RISK FACTORS2USE OF PROCEEDS3DESCRIPTION OF DEBT SECURITIES4PLAN OF DISTRIBUTION14LEGAL MATTERS16EXPERTS16 You should rely only on the information contained in or incorporated by reference into this prospectussupplement, the accompanying prospectus or any related free writing prospectus. Neither we nor theunderwriters have authorized anyone to provide you with different or additional information. If anyoneprovides you with different or additional information, you should not rely on it. The information in thisprospectus supplement, the accompanying prospectus or any free writing prospectus and the documentsincorporated by reference herein and therein is accurate only as of their respective dates or such earlier dateof any such information as may be stated therein. Our business, financial condition, results of operations,cash flows and prospe