桑普拉能源美股招股说明书(2026-03-11版)

$800,000,000 5.250% Notes due 2036 We are offering $800,000,000 aggregate principal amount of our 5.250% Notes due 2036 (the “notes”).The notes will bear interest at the rate of 5.250% per year and mature on March 15, 2036. Interest on the notes will accrue from March 13, 2026and will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2026.At our option, we may redeem some or all of the notes at any time and from time to time, at the applicable redemption price described in thisprospectus supplement.The notes will be our unsecured and unsubordinated obligations and will rank equally in right of payment with all of our other existing and futureunsecured and unsubordinated indebtedness and guarantees.The notes are a new issue of securities with no established trading market. We do not intend to apply for the listing or trading of the notes on anysecurities exchange or trading facility or for inclusion of the notes in any automated quotation system. Investing in the notes involves risks. See the “Risk Factors” on page S-9 of this prospectus supplement. (1)Plus accrued interest from March 13, 2026, if settlement occurs after that date. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is acriminal offense. This prospectus supplement and the accompanying prospectus are not intended to constitute an offer to, and the notes should not bepurchased, held or otherwise acquired, directly or indirectly, by a “specified foreign entity” as defined in Section7701(a)(51)(B) of the InternalRevenue Code of 1986, as amended (“specified foreign entity”). Each purchaser of the notes (including all affiliated entities that participate in The underwriters expect to deliver the notes in book-entry form through the facilities of The Depository Trust Company for the accounts of itsparticipants, including Clearstream Banking S.A. and Euroclear Bank S.A./N.V., as operator of the Euroclear System, against payment in New York, About This Prospectus SupplementForward-Looking Statements and Market DataSummaryRisk FactorsUse of ProceedsDescription of the NotesMaterial United States Federal Tax ConsiderationsUnderwriting (Conflicts of Interest)Legal MattersExperts ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and alsoadds to and updates information contained in the accompanying prospectus and the documents incorporated by reference in this prospectus supplementand the accompanying prospectus. The second part is the accompanying prospectus, which gives more general information, some of which does not You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus andany related free writing prospectus issued by us. We have not, and the underwriters have not, authorized anyone to provide you with differentinformation. If anyone provides you with different or inconsistent information, you should not rely on it. We are offering to sell the notes and seekingoffers to buy the notes only in jurisdictions where offers and sales are permitted. You should assume that the information contained in this prospectussupplement, the accompanying prospectus and any such free writing prospectus is accurate only as of their respective dates (or such other dates The distribution of this prospectus supplement, the accompanying prospectus and any related free writing prospectus filed with the U.S. Securitiesand Exchange Commission (the “SEC”) and the offering of the notes in certain jurisdictions may be restricted by law. Persons into whose possessionthis prospectus supplement, the accompanying prospectus and any such free writing prospectus come should inform themselves about and observe anysuch restrictions. This prospectus supplement, the accompanying prospectus and any such free writing prospectus do not constitute, and may not be used Notice to Prospective Investors in the European Economic Area None of this prospectus supplement, the accompanying prospectus or any related free writing prospectus is a prospectus for the purposes ofRegulation (EU) 2017/1129, as amended (the “Prospectus Regulation”). This prospectus supplement, the accompanying prospectus and any related freewriting prospectus have been prepared on the basis that any offer of notes in any Member State of the European Economic Area (the “EEA”) will onlybe made to a legal entity which is a qualified investor under the Prospectus Regulation (each, an “EEA Qualified Investor”). Accordingly, any personmaking or intending to make an offer in any Member State of the EEA of notes which are the subject of the offering co