惠而浦美股招股说明书(2026-02-23版)

Each Representing a 1/20th Interest in a Share of% Series A Mandatory Convertible Preferred Stock % Series A Mandatory Convertible Preferred Stock We are offeringdepositary shares (“Depositary Shares”), each of which represents a 1/20th interest in a share of our% Series A Mandatory Convertible Preferred Stock, par value $1.00 per share (the “Mandatory Convertible Preferred Stock”). Theshares of Mandatory Convertible Preferred Stock will be deposited with Computershare Trust Company, N.A., as bank depositary,pursuant to a deposit agreement. Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rightsand preferences of the Mandatory Convertible Preferred Stock, including conversion, dividend, liquidation and voting rights, subjectto the provisions of such deposit agreement. Dividends on our Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by ourboard of directors (the “Board”), or an authorized committee of the Board, at an annual rate of% on the liquidation preference of$1,000 per share. We may pay declared dividends in cash or, subject to certain limitations, in shares of our common stock, par value$1.00 per share (“common stock”), or in any combination of cash and common stock on February15, May15, August15 andNovember15 of each year, commencing on, and including, May15, 2026 and ending on, and including, February15, 2029. Each share of our Mandatory Convertible Preferred Stock has a liquidation preference of $1,000 (and, correspondingly, eachDepositary Share represents a liquidation preference of $50). Unless earlier converted, each share of our Mandatory ConvertiblePreferred Stock will automatically convert on the second business day immediately following the last trading day of the finalaveraging period (as defined below) into betweenandshares of our common stock, subject to anti-dilutionadjustments. The number of shares of our common stock issuable on conversion will be determined based on the average VWAP (asdefined herein) of our common stock over the 20-trading-day period beginning on, and including, the 21st scheduled trading dayprior to February15, 2029, which we refer to herein as the “final averaging period.” At any time prior to February15, 2029, a holderof 20 Depositary Shares may cause the bank depositary to convert one share of our Mandatory Convertible Preferred Stock, on suchholder’s behalf, into a number of shares of our common stock equal to the minimum conversion rate of, subject to anti-dilution adjustments. If a holder of 20Depositary Shares causes the bank depositary to convert one share of our MandatoryConvertible Preferred Stock, on such holder’s behalf, during a specified period beginning on the effective date of a fundamentalchange (as described herein), the conversion rate will be adjusted under certain circumstances, and such holder will also be entitled toa make-whole dividend amount (as described herein). The information in this preliminary prospectus supplement is not complete and may be changed. We are not using this preliminaryprospectus supplement or the accompanying prospectus to offer to sell these securities or to solicit offers to buy these securities in anyjurisdiction where the offer or sale is not permitted.Concurrently with this offering, we are also making a public offering ofshares of our common stock pursuant to aseparate prospectus supplement (the “Common Stock Offering”). We have granted the underwriters of the Common Stock Offering a30-day option to purchase up to an additionalshares of our common stock. The aggregate proceeds from this offering andthe Common Stock Offering (assuming no exercise of the underwriters’ options to purchase additional securities from us in eitheroffering) are anticipated to be $800,000,000. The closing of this offering is not conditioned upon the closing of the Common StockOffering, and the closing of the Common Stock Offering is not conditioned upon the closing of this offering, so it is possible that thisoffering occurs and the Common Stock Offering does not occur, and vice versa. We cannot assure you that the Common StockOffering will be completed on the terms described herein, or at all. Nothing contained herein shall constitute an offer to sell or asolicitation of an offer to buy our common stock being offered in the Common Stock Offering. See “Concurrent Common StockOffering.” Table of Contents We intend to use the proceeds of this offering, together with the proceeds of the Common Stock Offering, (i)to repay a portion of the amountsoutstanding under the Fifth Amended and Restated Long-Term Credit Agreement by and among us, certain other borrowers, the lenders referred totherein, JPMorgan Chase Bank, N.A. as Administrative Agent, and Citibank, N.A., as Syndication Agent (the “Credit Facility”) and (ii)for generalcorporate purposes, including working capital, operating expenses and capital expenditures, including strategic in