SOUTHERN Co GAS (GAS) 424B2Prospectus for primary offering

Filed Pursuant to Rule 424(b)(2)

Registration Nos. 333-264573

and 333-264573-01

Prospectus Supplement

(To Prospectus dated May 11, 2022)

$450,000,000

(1)  Plus accrued interest, if any, from the date of original issuance of the Series 2024A Senior Notes, which is expected to be September 6, 2024.

The Series 2024A Senior Notes are expected to be delivered on or about September 6, 2024 through the book-entry facilities of The Depository Trust Company for the accounts of its participants, including Euroclear Bank SA/NV (“Euroclear”), as operator of the Euroclear system, or Clearstream Banking, S.A., Luxembourg (“Clearstream”).

RISK FACTORS

The guarantee of the Series 2024A Senior Notes by the Guarantor does not provide significant additional assurance of payment to the holders of the Series 2024A Senior Notes.

Upon issuance, the Series 2024A Senior Notes will be guaranteed by the Issuer’s parent company, the Guarantor, on a standalone basis, and will not be guaranteed by any of the Guarantor’s affiliates. The Guarantor is a holding company and has no operations separate from its investment in the Issuer and its other subsidiaries. Therefore, if the Issuer should be unable to meet its payment obligations with respect to the Series 2024A Senior Notes, it is unlikely that the Guarantor would be able to do so either. The Guarantor’s parent, The Southern Company (“Southern Company”), is not guaranteeing or otherwise becoming an obligor of the Series 2024A Senior Notes offered hereby.

The Issuer’s ability to pay the Series 2024A Senior Notes may be impaired if the Guarantor or its operating subsidiaries are unable to repay funds to the Issuer or to the Guarantor or if the operating subsidiaries are unable to pay dividends to the Guarantor.

The Issuer is a finance subsidiary with no independent operations or operating subsidiaries, and the Issuer’s immediate parent, the Guarantor, is a holding company with no independent operations. The Guarantor’s operations are carried out through its operating subsidiaries, none of which will guarantee the Series 2024A Senior Notes. This structure may limit the Issuer’s ability to obtain funds to make payments on the Series 2024A Senior Notes.

Funds the Issuer raises through its financing activities may be loaned to the Guarantor or its affiliates, or paid as dividends to the Guarantor, which dividends may in turn be dividended or loaned to or otherwise invested in the Guarantor’s affiliates. The Issuer’s ability to pay interest and principal on the Series 2024A Senior Notes primarily depends on the ability of the Guarantor and its subsidiaries to repay funds the Issuer has loaned them. In addition, the Guarantor’s ability to repay funds the Issuer has loaned to it or to otherwise invest funds in the Issuer for the purpose of paying the Series 2024A Senior Notes, or to satisfy its guarantee of the Series 2024A Senior Notes, depends on the ability of its subsidiaries to pay dividends to the Guarantor or repay loans from the Guarantor. A substantial portion of the Guarantor’s consolidated assets, earnings and cash flows is derived from the operations of its regulated utility subsidiaries, whose legal authority to pay dividends and make other distributions to the Guarantor is subject to regulation. The Guarantor’s utility subsidiary Northern Illinois Gas Company (“Nicor Gas”) is restricted by regulation in the amount it can dividend or loan to affiliates. Dividends by Nicor Gas to the Guarantor are allowed only to the extent of Nicor Gas’ retained earnings balance. Further, claims of some creditors of the Guarantor’s subsidiaries may have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Guarantor or the Issuer, including holders of the Series 2024A Senior Notes. The Series 2024A Senior Notes and the Guarantor’s guarantee thereof will be effectively subordinated to such creditors of the Guarantor’s subsidiaries.

http://www.southerncompanygas.com. The information on the Company’s website is not incorporated by reference into this Prospectus Supplement and should not be considered to be a part of this Prospectus Supplement.

The Issuer is a wholly-owned subsidiary of the Guarantor. The Issuer provides financing to the Guarantor on an ongoing basis through a commercial paper program, the issuance of various debt and other financing arrangements. The Issuer’s senior notes are guaranteed by the Guarantor, but not any of its affiliates (including Southern Company). The Issuer’s principal address is 3535 Colonnade Parkway, Birmingham, Alabama 35243, and its telephone number is (205) 992-0230.

The Company is a wholly-owned subsidiary of Southern Company. The Company is an energy services holding company whose primary business is the distribution of natural gas in four states—Illinois, Georgia, Virginia and Tennessee—through its four natural gas distribution utilities. At December 31, 2023, these utilities served approximately 4.4 million end-use customers.

The Company also is involved in several other businesses that are complementary to the distribution of natural gas.

The address of the Company’s principal executive offices is Ten Peachtree Place NE, Atlanta, Georgia 30309, and its telephone number is (404) 584-4000.

The following selected financial information for the years ended December 31, 2021 through 2023 has been derived from the Company’s audited financial statements and related notes incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. Selected financial information for the years ended December 31, 2019 and 2020 has been derived from the Company’s audited financial statements and related notes, which are not incorporated by reference in this Prospectus Supplement. The following selected financial data as of and for the six months ended June 30, 2024 has been derived from the Company’s unaudited consolidated financial statements and related notes, incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The information set forth below is qualified in its entirety by reference to and, therefore, should be read together with management’s discussion and analysis of results of operations and financial condition, the financial statements and related notes and other financial information incorporated by reference in this Prospectus Supplement and the accompanying Prospectus. The information set forth below does not reflect the issuance of the Series 2024A Senior Notes offered hereby or the use of proceeds therefrom. See “Use of Proceeds” in this Prospectus Supplement.

The Company intends to use the net proceeds from the sale of the Series 2024A Senior Notes to repay all or a portion of the Issuer’s commercial paper borrowings, which aggregated $190,000,000 as of August 30, 2024. Any remaining net proceeds will be used for other general corporate purposes, which may include investment by the Company in its subsidiaries.

Set forth below is a description of the specific terms of the Series 2024A 4.95% Senior Notes due September 15, 2034. The Issuer will issue the Series 2024A Senior Notes under the Indenture, dated as of February 20, 2001, as heretofore supplemented and amended and as further supplemented and amended from time to time (the “Indenture”), by and among the Issuer, as issuer, the Guarantor, as guarantor, and Computershare Trust Company, N.A., as successor trustee (the “Senior Note Indenture Trustee”). The Indenture is more fully described under the caption “Description of Debt Securities” in the accompanying Prospectus. The following description of the particular terms of the Series 2024A Senior Notes supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the debt securities included in the accompanying Prospectus under the caption “Description of Debt Securities.”

The Series 2024A Senior Notes will initially be issued in the aggregate principal amount of $450,000,000 and will bear interest at the annual rate of 4.95% from the date of original issuance. Interest will be payable semi-annually in arrears on March 15 and September 15 of each year (each, an “Interest Payment Date”), beginning on March 15, 2025. Interest will be paid to the person in whose name a Series 2024A Senior Note is registered at the close of business (i) on the Business Day immediately preceding such Interest Payment Date if the Series 2024A Senior Notes are in book-entry only form or (ii) on the fifteenth calendar day preceding such Interest Payment Date if the Series 2024A Senior Notes are not in book-entry only form (whether or not a Business Day). The amount of interest payable will be computed on the basis of a 360-day year of twelve 30-day months.

“Business Day” means a day other than (i) a Saturday or Sunday, (ii) a day on which banks in New York, New York are authorized or obligated by law or executive order to remain closed or (iii) a day on which the Senior Note Indenture Trustee’s corporate trust office is closed for business.

If any Interest Payment Date, any redemption date or the stated maturity date shall not be a Business Day, payment of amounts due thereon on such date may be made on the next succeeding Business Day, and if such payment is made or duly provided for on such Business Day, no interest shall accrue on such amounts for the period from and after such Interest Payment Date, redemption date or stated maturity date, as the case may be, to such Business Day.

The Series 2024A Senior Notes will mature on September 15, 2034. The Guarantor, but not any of its affiliates, will fully and unconditionally guarantee the payment of the Series 2024A Senior Notes to each holder thereof and to the Senior Note Indenture Trustee on behalf of each such holder.

The Series 2024A Senior Notes do not contain any sinking fund provisions.

The Series 2024A Senior Notes will be issued in global form in initial denominations of $2,000 and integral multiples of $1,000 in excess thereof. No service charge will be made for any registration of transfer or any exchange of Series 2024A Senior Notes, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith.

The Series 2024A Senior Notes will rank equally in right of payment with each other and the Issuer’s other unsecured and unsubordinated obligations from time to time outstanding. In the case of failure by the Issuer to make due and punctual payment of the principal of (and premium, if any) and interest on the Series 2024A Senior Notes, the Guarantor agrees to cause such payment to be made when and as the same shall become due and payable. The Guarantor’s guarantee will similarly be an unsecured and unsubordinated obligation of the Guarantor. As of June 30, 2024, the Guarantor had approximately $5,293,000,000 of other unsecured and unsubordinated obligations outstanding.

The Issuer may, without the consent of the holders of the Series 2024A Senior Notes, increase the principal amount of the Series 2024A Senior Notes by issuing additional Series 2024A Senior Notes in the future on the same terms and conditions (except for any differences in the price to the public, interest accrued prior to the issue date of the additional Series 2024A Senior Notes and, if applicable, the initial Interest Payment Date), and with the same CUSIP number as the Series 2024A Senior Notes offered hereby. The Series 2024A Senior Notes offered by this Prospectus Supplement and the accompanying Prospectus and any additional Series 2024A Senior Notes would rank equally and ratably and would be treated as a single class for all purposes under the Indenture. No additional Series 2024A Senior Notes may be issued if any event of default has occurred with respect to the Series 2024A Senior Notes (except for Series 2024A Senior Notes authenticated and delivered upon registration of, transfer of, in exchange for, or in lieu of, other securities of the series pursuant to sections 304, 305, 306, 406 or 1206 of the Indenture and except for any Series 2024A Senior Notes which, pursuant to section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture).

Prior to March 15, 2034 (six months prior to the maturity date of the Series 2024A Senior Notes) (the “Par Call Date”), the Issuer may redeem the Series 2024A Senior Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

On or after the Par Call Date, the Issuer may redeem the Series 2024A Senior Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Series 2024A Senior Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted each business day by the Board of Governors of the Federal Reserve System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities-Treasury constant maturities-Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the

If on the third Business Day preceding the redemption date H.15 TCM is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semiannual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semiannual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error.

The Issuer will give notice to The Depository Trust Company (“DTC”) of any redemption the Issuer proposes to make at least 10 days, but not more than 60 days, before the redemption date. If the Issuer redeems only some of the Series 2024A Senior Notes, it is the practice of DTC to determine by lot the amount of Series 2024A Senior Notes to be redeemed from each of its participating institutions. Notice by DTC to these participants and by participants to “street name” holders of indirect interests in the Series 2024A Senior Notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.

Any redemption of the Series 2024A Senior Notes may be conditioned upon the occurrence of one or more conditions precedent.

Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Series 2024A Senior Notes or portions of the Series 2024A Senior Notes called for redemption.

DTC will act as the initial securities depository for the Series 2024A Senior Notes. The Series 2024A Senior Notes offered hereby will be issued only as fully-registered securities registered in the name of Cede & Co., DTC’s nominee, or such other name as may be requested by an authorized representative of DTC. One or more fully-registered global Series 2024A Senior Notes certificates will be issued, representing in the aggregate the total principal amount of Series 2024A Senior Notes, and will be deposited with the Senior Note Indenture Trustee on behalf of DTC. Investors may hold interests in the Series 2024A Senior Notes offered hereby through DTC if they are participants in DTC or indirectly through organizations that are participants in DTC, including Euroclear or Clearstream.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the 1934 Act. DTC holds and provides asset servicing for over 3.5 million issues of United States and non-United States equity issues, corporate and municipal debt issues and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic

Purchases of Series 2024A Senior Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2024A Senior Notes on DTC’s records. The ownership interest of each actual purchaser of each Series 2024A Senior Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchases. Beneficial Owners, however, are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the Beneficial Owners purchased Series 2024A Senior Notes. Transfers of ownership interests in the Series 2024A Senior Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2024A Senior Notes, except in the event that use of the book-entry system for the Series 2024A Senior Notes is discontinued.

To facilitate subsequent transfers, all Series 2024A Senior Notes deposited by Direct Participants with DTC are registered in the name of DTC’s nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2024A Senior Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any changes in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2024A Senior Notes. DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2024A Senior Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices will be sent to DTC. If less than all of the Series 2024A Senior Notes are being redeemed, DTC’s practice is to determine by lot the amount of interest of each Direct Participant in such Series 2024A Senior Notes to be redeemed.

Although voting with respect to the Series 2024A Senior Notes is limited, in those cases where a vote is required, neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2024A Senior Notes unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2024A Senior Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payments on the Series 2024A Senior Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Issuer or the Senior Note Indenture Trustee on the relevant payment date in accordance with their respective holdings shown on DTC’s records. Payments by Direct or Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the account of customers registered in “street name,” and will be the responsibility of such Direct or Indirect Participant and not of DTC or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants.

Except as provided herein, a Beneficial Owner of a global Series 2024A Senior Note will not be entitled to receive physical delivery of Series 2024A Senior Notes. Accordingly, each Beneficial Owner must rely on the procedures of DTC to exercise any rights under the Series 2024A Senior Notes. The laws of some jurisdictions require that certain purchasers

DTC may discontinue providing its services as securities depository with respect to the Series 2024A Senior Notes at any time by giving reasonable notice to the Issuer. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2024A Senior Notes certificates will be required to be printed and delivered to the holders of record. Additionally, the Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository) with respect to the Series 2024A Senior Notes. The Issuer understands, however, that under current industry practices, DTC would notify its Direct and Indirect Participants of the Issuer’s decision, but will only withdraw beneficial interests from a global Series 2024A Senior Note at the request of each Direct or Indirect Participant. In that event, certificates for the Series 2024A Senior Notes will be printed and delivered to the applicable Direct or Indirect Participant.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Issuer believes to be reliable, but none of the Issuer, the Guarantor and any underwriter takes any responsibility for the accuracy thereof. None of the Issuer, the Guarantor and any underwriter has any responsibility for the performance by DTC or its Direct or Indirect Participants of their respective obligations as described herein or under the rules and procedures governing their respective operations.

Secondary market trading between Clearstream participants and/or Euroclear system participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and the Euroclear system, as applicable.

Cross-market transfers between persons holding directly or indirectly through DTC on the one hand, and directly or indirectly through Clearstream participants or Euroclear system participants on the other, will be effected through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its United States depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its United States depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream participants and Euroclear system participants may not deliver instructions directly to their respective United States depositaries.

Because of time-zone differences, credits of Series 2024A Senior Notes received in Clearstream or the Euroclear system as a result of a transaction with a DTC participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such Series 2024A Senior Notes settled during such processing will be reported to the relevant Clearstream participant or Euroclear system participant on such business day. Cash received in Clearstream or the Euroclear system as a result of sales of the Series 2024A Senior Notes by or through a Clearstream participant or a Euroclear system participant to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or the Euroclear system cash account only as of the business day following settlement in DTC.

The Underwriting Agreement provides that the obligations of the several Underwriters to pay for and accept delivery of the Series 2024A Senior Notes are subject to, among other things, the approval of certain legal matters by their counsel and certain other conditions. In the Underwriting Agreement, the Underwriters have severally agreed, subject to the terms and conditions set forth therein, to purchase all of the Series 2024A Senior Notes offered hereby, if any of the Series 2024A Senior Notes are purchased. The offering of the Series 2024A Senior Notes by the Underwriters is subject to receipt and acceptance of the Series 2024A Senior Notes and subject to the Underwriters’ right to reject any order in whole or in part.

The Underwriters propose to offer the Series 2024A Senior Notes to the public at the initial public offering price set forth on the cover page of this Prospectus Supplement and may offer the Series 2024A Senior Notes to certain dealers at such price less a concession not in excess of 0.400% of the principal amount per Series 2024A Senior Note. The Underwriters may allow, and such dealers may reallow, a concession not in excess of 0.250% of the principal amount per Series 2024A Senior Note. After the initial public offering, the public offering price and other selling terms may be changed.

The Series 2024A Senior Notes are a new issue of securities with no established trading market. The Series 2024A Senior Notes will not be listed on any securities exchange or on any automated dealer quotation system. The Underwriters may make a market in the Series 2024A Senior Notes after completion of the offering, but will not be obligated to do so and may discontinue any market-making activities at any time without notice. No assurance can be given as to the liquidity of the trading market for the Series 2024A Senior Notes or that an active public market for the Series 2024A Senior Notes will develop. If an active public trading market for the Series 2024A Senior Notes does not develop, the market price and liquidity of the Series 2024A Senior Notes may be adversely affected.

The Issuer has agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

The Issuer’s expenses associated with the offer and sale of the Series 2024A Senior Notes (not including the underwriting discount) are estimated to be $500,000.

The Issuer has agreed with the Underwriters, that during the period of 15 days from the date of the Underwriting Agreement, it will not sell, offer to sell, grant any option for the sale of, or otherwise dispose of any Series 2024A Senior Notes, any security convertible into, exchangeable into or exercisable for the Series 2024A Senior Notes or any debt securities substantially similar to the Series 2024A Senior Notes (except for the Series 2024A Senior Notes issued pursuant

In order to facilitate the offering of the Series 2024A Senior Notes, the Underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Series 2024A Senior Notes. Specifically, the Underwriters may over-allot in connection with this offering, creating short positions in the Series 2024A Senior Notes for their own accounts. In addition, to cover over-allotments or to stabilize the price of the Series 2024A Senior Notes, the Underwriters may bid for, and purchase, Series 2024A Senior Notes in the open market. Finally, the Underwriters may reclaim selling concessions allowed to the Underwriters or dealers for distributing Series 2024A Senior Notes in this offering, if the Underwriters repurchase previously distributed Series 2024A Senior Notes in transactions to cover short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the Series 2024A Senior Notes above independent market levels. The Underwriters are not required to engage in these activities and may end any of these activities at any time without notice.

In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. The imposition of a penalty bid might also have an effect on the price of a security to the extent that it were to discourage resales of the security.

None of the Issuer, the Guarantor and any Underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Series 2024A Senior Notes. In addition, none of the Issuer, the Guarantor and any Underwriter makes any representation that the Underwriters will engage in such transactions or that such transactions once commenced will not be discontinued without notice.

It is expected that delivery of the Series 2024A Senior Notes will be made, against payment for the Series 2024A Senior Notes, on or about September 6, 2024, which will be the third business day following the pricing of the Series 2024A Senior Notes. Under Rule 15c6-1 under the 1934 Act, purchases or sales of securities in the secondary market generally are required to settle within one business day (T+1), unless the parties to any such transactions expressly agree otherwise. Accordingly, purchasers of the Series 2024A Senior Notes who wish to trade the Series 2024A Senior Notes on the date of this Prospectus Supplement or the next succeeding business day will be required, because the Series 2024A Senior Notes will settle within three business days (T+3), to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Series 2024A Senior Notes who wish to trade on the date of this Prospectus Supplement or the next succeeding business day should consult their own legal advisors.

Some of the Underwriters and their affiliates have engaged in, and may in the future engage in, investment banking, corporate trust and other commercial dealings in the ordinary course of business with the Issuer, the Guarantor and their affiliates, for which they have received and will receive customary compensation.

In addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own accounts and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuer, the Guarantor and their affiliates. Certain of the Underwriters or their affiliates that have a lending relationship with the Issuer routinely hedge, and certain other of those Underwriters may hedge, their credit exposure to the Issuer consistent with their customary risk management policies. Typically, such Underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Issuer’s securities, including potentially the Series 2024A Senior Notes. Any such credit default swaps or short positions could adversely affect future trading prices of the Series 2024A Senior Notes. The Underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Loop Capital Markets LLC has entered into a referral agreement with Northern Trust Securities, Inc., a Financial Industry Regulatory Authority (“FINRA”) member and subsidiary of Northern Trust Corporation, pursuant to which it will pay a referral fee to Northern Trust Securities, Inc. in connection with this offering.

Conflicts of Interest

Certain of the Underwriters or their affiliates may hold a portion of the indebtedness that the Issuer intends to repay using all or a portion of the net proceeds from the sale of the Series 2024A Senior Notes. It is possible that one or more of the Underwriters or their affiliates could receive 5% or more of the net proceeds from the sale of the Series 2024A Senior Notes, and, in that case, such Underwriter would be deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. In the event of any such conflict of interest, such Underwriter would be required to conduct the distribution of

Selling Restrictions

Each Underwriter has represented and agreed that the Series 2024A Senior Notes may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Series 2024A Senior Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable Canadian securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this Prospectus Supplement or the accompanying Prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the Underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

The Series 2024A Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 as amended where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Series 2024A Senior Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Series 2024A Senior Notes or otherwise making them available to any retail investor in the EEA, may be unlawful under the PRIIPs Regulation.

This Prospectus Supplement and the accompanying Prospectus have been prepared on the basis that any offer of the Series 2024A Senior Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the Series 2024A Senior Notes. This Prospectus Supplement and the accompanying Prospectus are not a prospectus for the purposes of the Prospectus Regulation.

Each Underwriter has represented and agreed that the Series 2024A Senior Notes have not been and will not be offered or sold by means of any document other than (i) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder or (ii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) and which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the Series 2024A Senior Notes has been, may be or will be issued or has been, may be or will be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Series 2024A Senior Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

The contents of this Prospectus Supplement and the accompanying Prospectus have not been reviewed, endorsed or approved by any Hong Kong regulatory authorities, including the Securities and Futures Commission and the Companies Registry of Hong Kong and neither have they been nor will they be registered with the Registrar of Companies in Hong

The Series 2024A Senior Notes have not been and will not be registered under Article 4, Paragraph 1 of the Financial Instruments and Exchange Law of Japan (Act No. 25 of April 13, 1948, as amended, the “Financial Instruments and Exchange Law”) and each Underwriter has represented and agreed that it will not offer or sell any Series 2024A Senior Notes, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan (which term as used in this paragraph means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to, or for the account or benefit of, others for re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

The Series 2024A Senior Notes have not been and will not be registered with the Financial Services Commission of the Republic of Korea (“Korea”) under the Financial Investment Services and Capital Markets Act of Korea. Each Underwriter has represented and agreed that the Series 2024A Senior Notes may not be offered, sold or delivered, directly or indirectly, in Korea or to, or for the account or benefit of, any resident of Korea (as defined in the Foreign Exchange Transactions Law of Korea and its Enforcement Decree) or to others for re-offering or resale, except as otherwise permitted by applicable Korean laws and regulations. In addition, within one year following the issuance of the Series 2024A Senior Notes, the Series 2024A Senior Notes may not be transferred to any resident of Korea other than a qualified institutional buyer (as such term is defined in the Regulation on Issuance, Public Disclosure, etc. of securities of Korea, a “Korean QIB”) registered with the Korea Financial Investment Association (the “KOFIA”) as a Korean QIB and subject to the requirement of monthly reports with the KOFIA of its holding of Korean QIB bonds as defined in the Regulation on Issuance, Public Disclosure, etc. of notes of Korea, provided that (a) the Series 2024A Senior Notes are denominated, and the principal and interest payments thereunder are made, in a currency other than Korean won, (b) the amount of the securities acquired by such Korean QIBs in the primary market is limited to less than 20% of the aggregate issue amount of the Series 2024A Senior Notes, (c) the Series 2024A Senior Notes are listed on one of the major overseas securities markets designated by the Financial Supervisory Service of Korea, or certain procedures, such as registration or report with a foreign financial investment regulator, have been completed for offering of the securities in a major overseas securities market, (d) the one-year restriction on offering, delivering or selling of securities to a Korean resident other than a Korean QIB is expressly stated in the securities, the relevant purchase agreement, the subscription agreement and the offering circular and (e) the Issuer and the Underwriters shall individually or collectively keep the evidence of fulfillment of conditions (a) through (d) above after having taken necessary actions therefor.

This Prospectus Supplement and the accompanying Prospectus have not been registered as a prospectus with the Monetary Authority of Singapore (the “MAS”). Accordingly, the Underwriters have represented and agreed that they have not offered or sold any Series 2024A Senior Notes or caused the Series 2024A Senior Notes to be made the subject of an invitation for subscription or purchase nor will they offer or sell the Series 2024A Senior Notes or cause the Series 2024A Senior Notes to be made the subject of an invitation for subscription or purchase, nor have they circulated or distributed nor will they circulate or distribute this Prospectus Supplement, the accompanying Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Series 2024A Senior Notes, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 4A of the Securities and Futures Act, 2001 of Singapore, as modified or amended from time to time (the “SFA”), pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) , or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions, specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulation 2018 of Singapore or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the Series 2024A Senior Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

Solely for the purposes of its obligations pursuant to sections 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA) that the Series 2024A Senior Notes are “prescribed capital markets products” (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAAN16: Notice on Recommendations on Investment Products).

This Prospectus Supplement is not intended to constitute an offer or solicitation to purchase or invest in the Series 2024A Senior Notes. The Series 2024A Senior Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (“FinSA”) and no application has or will be made to admit the Series 2024A Senior Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Prospectus Supplement nor any other offering or marketing material relating to the Series 2024A Senior Notes constitutes a prospectus pursuant to the FinSA, and neither this Prospectus Supplement nor any other offering or marketing material relating to the Series 2024A Senior Notes may be publicly distributed or otherwise made publicly available in Switzerland.

Each Underwriter has represented and agreed that the Series 2024A Senior Notes have not been and will not be registered with the Financial Supervisory Commission of Taiwan, The Republic of China (“Taiwan”) pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the Series 2024A Senior Notes in Taiwan.

The 2024A Senior Notes have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this Prospectus Supplement and the accompanying Prospectus do not constitute a public offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and are not intended to be a public offer. This

PROSPECTUS

in a total dollar amount not to exceed $2,500,000,000. This Prospectus provides a general description of those securities. Each time the Issuer and the Guarantor sell securities, they will provide a prospectus supplement that will contain specific information about the terms of that offering (the “Prospectus Supplement”). The Prospectus Supplement may also add, update or change information contained in this Prospectus. You should read this Prospectus and the applicable Prospectus Supplement together with the additional information under the heading “Available Information.”

Indenture Trustee designated for such purpose or at any paying agency the Issuer maintains for such purpose. The Issuer may appoint one or more additional security registrars or transfer agents and may remove any security registrar or transfer agent, all in its discretion. The applicable Prospectus Supplement will identify any additional security registrar or transfer agent appointed.

respect of a provision of the Senior Note Indenture which cannot be amended or modified without the consent of the holder of each outstanding debt security of the series affected. (See Section 813.)

of the assets of the Issuer or the Guarantor. To the extent that the holders elect to exercise their rights under the Senior Note Indenture resulting from what the holders deem to be a sale, lease or conveyance of substantially all of the assets and the Issuer or the Guarantor contests such an election, there can be no assurances as to how a court would interpret the meaning of substantially all of the assets of the Issuer or the Guarantor.

Eligible obligations include:

DESCRIPTION OF JUNIOR SUBORDINATED NOTES

the junior subordinated notes will be unsecured and will rank on parity with all of the Issuer’s other unsecured and subordinated indebtedness, unless otherwise provided in a Prospectus Supplement. The junior subordinated notes are subordinated and junior in right of payment to all senior indebtedness (as defined below) of the Issuer. The Guarantor will guarantee, on a junior subordinated basis, the payment of the principal (and premium, if any) and interest on the junior subordinated notes, except that no payment of interest will be made under the guarantee for any period during which the Issuer has exercised its right to defer interest payment on the junior subordinated notes.

days after written notice to the Issuer from the Subordinated Note Indenture Trustee or the holders of at least 25% in principal amount of the outstanding junior subordinated notes of such series;

PLAN OF DISTRIBUTION

LEGAL MATTERS

EXPERTS