尼索思美股招股说明书(2026-08-14版)

We are offering $750,000,000 of our 6.250% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2057 (the “Notes”). The Notes will bear interest (i)fromand including August18, 2026 (the “original issue date”) to, but excluding, April15, 2032 (the “First Reset Date”) at the rate of 6.250% per annum and (ii)from andincluding April15, 2032, during each Reset Period (as defined herein) at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined herein) as of the mostrecent Reset Interest Determination Date (as defined herein) plus a spread of 1.930%, to be reset on each Reset Date (as defined herein); provided that the interest rateduring any Reset Period will not reset below 6.250% per annum (which is the same interest rate as in effect from and including the original issue date to, but excludingthe First Reset Date (the “Initial Fixed Period”)), and will mature on April15, 2057. Interest on the Notes will accrue from and including the original issue date and willbe payable semi-annually in arrears on April15 and October15 of each year, beginning on April15, 2027 (long first interest period). So long as no event of default (as defined herein) with respect to the Notes has occurred and is continuing, we may, at our option, defer interest payments on theNotes, from time to time, for one or more deferral periods of up to 20 consecutive semi-annual Interest Payment Periods (as defined herein) each. During any deferralperiod, interest on the Notes will continue to accrue at the then-applicable interest rate on the Notes (as reset from time to time on any Reset Date occurring during suchdeferral period in accordance with the terms of the Notes) and, in addition, interest on deferred interest will accrue at the then-applicable interest rate on the Notes (asreset from time to time on any Reset Date occurring during such deferral period in accordance with the terms of the Notes), compounded semi-annually, to the extentpermitted by applicable law. See “Supplemental Description of the Notes—Option to Defer Interest Payments.” At our option, we may redeem some or all of the Notes at the times and at the applicable redemption prices described herein. The Notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our unsecured obligations and will rank junior and subordinate in right of payment to the prior payment in full of our existing and future SeniorIndebtedness (as defined herein). The Notes will rank equally in right of payment with our existing 6.950% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due2054, 6.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 and 5.750% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2056, and with anyfuture unsecured indebtedness that we may incur from time to time if the terms of such indebtedness provide that it ranks equally with the Notes in right of payment. Investing in the Notes involves risks. For a discussion of these risks, please refer to “Risk Factors” beginning on page S-9 of this prospectus supplementand the “Risk Factors” section in our most recent Annual Report on Form 10-K. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. This prospectus supplement and the accompanying prospectus are not intended to constitute an offer to, and the Notes should not be purchased, held orotherwise acquired by, a “specified foreign entity” as defined in Section7701(a)(51)(B) of the Internal Revenue Code of 1986, as amended. By purchasing Notes,any investor in the Notes (including all affiliated entities that participate in such purchase) will be deemed to represent and warrant to us that it is not, and willnot be, for its taxable year that includes the date of the original issuance of the Notes, a specified foreign entity. (1)Plus accrued interest from August18, 2026, if settlement occurs after that date. The Notes will be a new issue of securities with no established trading market. The Notes will not be listed on any securities exchange nor do we intend to seektheir quotation on any automated dealer quotation system. We expect that delivery of the Notes will be made to investors through the book-entry delivery system of The Depository Trust Company (“DTC”) for theaccounts of its participants, including Clearstream Banking S.A. (“Clearstream”) and Euroclear Bank SA/NV (“Euroclear”), on or about August18, 2026. Ramirez&Co., Inc. Academy Securities Table of Contents TABLE OF CONTENTSProspectus Supplement About This Prospectus SupplementForward-Looking StatementsWhere You Can Find More InformationIncorporation by ReferenceSummaryThe OfferingRisk FactorsUse of ProceedsSupplemental Description of the NotesMaterial U.S. Federal Income Tax Consi