Prospectus Filed Pursuant to Rule 424(b)(2) (424b2) (2024)

DESCRIPTION OF THE NOTES

The following discussion of the terms of the notes supplements the description of the general terms and provisions of the debt securitiescontained in the accompanying prospectus and identifies any general terms and provisions described in the accompanying prospectus that will not apply to the notes.

Unless otherwise indicated or the context requires otherwise, references in this section to “we,” “us,”“our” and the “Company” refer to Constellation Brands, Inc. only and not to its subsidiaries. Unless otherwise defined herein, capitalized terms used in the description below have the definitions given to them under“Certain Definitions” below.

General

The notes will be issued under an indenture and a supplemental indenture thereto (together, the “indenture”), between us andManufacturers and Traders Trust Company, as trustee. You should read the accompanying prospectus for a general discussion of the terms and provisions of the indenture.

The indenture does not limit the amount of notes, debentures or other evidences of indebtedness that we may issue thereunder and provides thatnotes, debentures or other evidences of indebtedness may be issued from time to time thereunder in one or more series. We are initially offering the notes in the aggregate principal amount of $500,000,000. At any time following the issuance of thenotes, we may, without the consent of the holders, issue additional notes (which are referred to as such below) and thereby increase that principal amount in the future, on the same terms and conditions and with the same CUSIP number as the notes weoffer by this prospectus supplement; provided that if any such additional notes are not fungible with the existing notes for United States federal income tax purposes, such additional notes will be issued with a different CUSIP number fromthe previously issued notes.

The notes will mature on February 2, 2026 and will bear interest at a rate of 5.000% per year. We:

If any interest payment date or maturity orredemption date falls on a day that is not a business day, the required payment shall be made on the next business day as if it were made on the date such payment was due and no interest shall accrue on the amount so payable from and after suchinterest payment date or maturity or redemption date, as the case may be, to such next business day. “Business day” means any day that is not a day on which banking institutions in The City of New York are authorized or required by law orby executive order issued by a governmental authority or agency regulating such banking institutions, to close.

We will issue the notesonly in fully registered form, without coupons, in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.

Ranking

The notes will be our senior unsecured obligations and will rank equally with all of our other senior unsecured indebtedness andwill be effectively subordinated to the indebtedness outstanding under any secured

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debt we may incur to the extent of the value of the assets securing such indebtedness. Holders of the notes will not have a direct claim on assets of our subsidiaries and the notes will bestructurally subordinated to all indebtedness and other liabilities of our subsidiaries.

We are a holding company and conduct almost allof our operations through our subsidiaries. Consequently, our ability to pay our obligations, including our obligation to pay interest on the notes and to repay the principal amount of the notes at maturity, upon redemption, upon acceleration orotherwise, will depend upon our subsidiaries’ earnings and advances or loans made by them to us (and potentially dividends or distributions made by them to us). Our subsidiaries are separate and distinct legal entities and have no obligation,contingent or otherwise, to pay any amounts due on the notes or to make funds available to us to do so. Our subsidiaries’ ability to make advances or loans to us or to pay dividends or make other distributions to us will depend upon theiroperating results and will be subject to applicable laws and contractual restrictions, if any. The indenture will not limit our subsidiaries’ ability to enter into other agreements that prohibit or restrict dividends or other payments oradvances to us. Except with respect to the covenants described below under “—Limitation upon Liens” and “—Limitation on Sale and Leaseback Transactions,” the indenture does not restrict or limit theability of any subsidiary to incur, create, assume or guarantee indebtedness or encumber its assets or properties. As of November30, 2022, we had approximately (i) $11.3billion aggregate principal amount of senior indebtednessoutstanding and (ii) $1.4billion of unused commitments under our senior revolving credit facility, none of which would be secured. As of November30, 2022, our subsidiaries had approximately $3.2billion of liabilities. See“Capitalization.”

Optional Redemption

Prior to February 2, 2024 (two years prior to the maturity date of the notes) (the “Par Call Date”), we may redeem the notes at ouroption, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of:

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the Par Call Date, we may redeem the notes, in whole or in part, at any time and from time to time, at a redemption price equal to100% of the principal amount of the notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

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

TheTreasury Rate shall be determined by us after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day precedingthe 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 “SelectedInterest 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, we

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shall select, as applicable: (1)the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the “RemainingLife”); or (2)if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yieldcorresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the resultto three decimal places; or (3)if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes ofthis paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM is no longer published, we shall calculate the Treasury Rate based on therate per annum equal to the semi-annual 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 closestto, 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 amaturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, we shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasurysecurities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, we shall select from among these two or more United States Treasury securities the United States Treasurysecurity 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 semi-annual 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 the principal amount) at 11:00 a.m., New York City time, of such UnitedStates Treasury security, and rounded to three decimal places.

Our actions and determinations in determining the redemption price shallbe conclusive and binding for all purposes, absent manifest error.

Selection and Notice

Notice of any redemption will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’sprocedures) at least 10 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. Any redemption or notice of any redemption may, at our discretion, be subject to one or more conditions precedent,including, but not limited to, completion of an equity offering, other offering, issuance of indebtedness or other transaction or event.

In the case of a partial redemption, selection of the notes for redemption will be made pro rata, by lot or by such other method as thetrustee in its sole discretion deems appropriate and fair. No notes of a principal amount of $2,000 or less will be redeemed in part. If any note is to be redeemed in part only, the notice of redemption that relates to such note will state theportion of the principal amount of the note to be redeemed. A new note in a principal amount equal to the unredeemed portion of the note will be issued in the name of the holder of such note upon surrender for cancellation of such original note. Forso long as the notes are held by The Depository Trust Company (“DTC”) (or another depositary), the redemption of such notes shall be done in accordance with the policies and procedures of the depositary.

Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portionsthereof called for redemption.

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Repurchase at the Option of Holders Upon a Change of Control Triggering Event

Upon the occurrence of a Change of Control Triggering Event with respect to the notes, unless we have provided a notice of redemption toredeem the notes as described above, each holder of notes will have the right to require us to repurchase all or any part of such holder’s notes (except that no note will be purchased in part if the remaining principal amount of such note wouldbe less than $2,000) pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount of the notes to be repurchased, plusaccrued and unpaid interest to, but excluding, the repurchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Within 30 days following any Change of Control Triggering Event with respect to the notes, we will:

We will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change ofControl Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by us and purchases all notes validly tendered and not withdrawn under such Change ofControl Offer.

We will comply, to the extent applicable, with the requirements of Section14(e) of the Securities Exchange Act of1934, as amended (the “Exchange Act”), and any other securities laws or regulations in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws orregulations conflict with the provisions of the indenture or the notes, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under the indenture or the notes by virtue of thiscompliance.

We have no present intention to engage in a transaction involving a Change of Control Triggering Event, although it ispossible that we would decide to do so in the future. We could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering Event, but thatcould increase the amount of debt outstanding at such time or otherwise affect our capital structure or credit ratings.

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The definition of Change of Control includes a phrase relating to the sale, transfer,assignment, lease, conveyance or other disposition of “all or substantially all” of our property. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise establisheddefinition of the phrase under applicable law. Accordingly, if we and our subsidiaries, considered as a whole, dispose of less than all of our property by any of the means described above, the ability of a holder of notes to require us to repurchaseits notes may be uncertain. In such a case, holders of the notes may not be able to resolve this uncertainty without resorting to legal action.

NoSinking Fund

The notes will not have the benefit of any sinking fund.

Reports to the Trustee

We arerequired to provide the trustee with an officers’ certificate each fiscal year stating that we reviewed our activities during the preceding fiscal year and that, after reasonable investigation and inquiry by the certifying officers, we are incompliance with the requirements of the indenture.

Limitation Upon Liens

The indenture provides that, so long as any of the notes remain outstanding, we will not and will not permit any Subsidiary to issue, assumeor guarantee any Funded Debt that is secured by a mortgage, pledge, security interest or other lien or encumbrance (a “lien”) upon or with respect to any Principal Property or on the Capital Stock of any Subsidiary that owns a PrincipalProperty unless:

The above limitations will not apply to some types of permitted liens. These permitted liens include:

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Limitation on Sale and Leaseback Transactions

The indenture provides that, so long as any of the notes remain outstanding, neither we nor any Subsidiary may enter into any arrangement withany Person (other than ourselves or any Subsidiary) where we or a Subsidiary agree to lease any Principal Property which has been or is to be sold or transferred more than 120 days after the later of (i)such Principal Property having beenacquired by us or a Subsidiary and (ii)completion of construction and commencement of full operation thereof, by us or a Subsidiary to that person (a “Sale and Leaseback Transaction”). Sale and Leaseback Transactions with respect tofacilities financed with specified tax exempt securities are excepted from the definition. This covenant does not apply to leases of a Principal Property for a term of less than three years.

This limitation also does not apply to any Sale and Leaseback Transaction if:

Events of Default and Remedies

The events of default applicable to the notes will consist of the following:

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If an event of default (other than a bankruptcy, insolvency or reorganization event of default with respect to us) shall occur and becontinuing, the trustee or the holders of not less than 25% in aggregate principal amount of the then outstanding notes may declare the principal amount of all notes, to be due and payable immediately. If an event of default occurs as result of abankruptcy, insolvency or reorganization event with respect to us, the outstanding notes will automatically become due and payable immediately without any action on part of the holders.

At any time after such acceleration has occurred but before a judgment or decree for payment of the money due has been obtained by thetrustee, the holders of a majority in aggregate principal amount of the outstanding notes, by written notice to us and the trustee, may rescind and annul such declaration and its consequences if:

Modification of the Indenture

The indenture contains provisions permitting us and the trustee to amend or supplement the indenture with respect to the notes with theconsent of the holders of a majority in principal amount of such notes then

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outstanding; provided that, notwithstanding the foregoing, the indenture may be amended or supplemented without the consent of holders in order to (a)evidence the succession of anotherperson to us or any obligor of such notes and assumption of the covenants and obligations thereunder, pursuant to the merger covenant, (b)add covenants for the benefit of the holders of such notes or surrender rights conferred upon us underthe indenture or such notes, (c)cure any ambiguity or correct any provisions that are defective or inconsistent with any other provision of the indenture or such notes or make any other change that does not materially affect the interests ofthe holders of such notes in any material respect, (d)comply with the requirements of the SEC to effect or maintain the indenture under the Trust Indenture Act, (e)evidence and provide acceptance of the appointment of a successor trusteeunder the indenture, (f)mortgage, pledge, hypothecate or grant a security interest in favor of the trustee for the benefit of the holders for payment of such notes, in any property or assets of us, (g)add a guarantor in accordance withthe terms of the indenture and (h)add or change any provisions of the indenture with respect to appointing a new trustee thereunder. If any additional notes are issued under the indenture, such notes would constitute part of the same“series” of debt securities as the notes offered hereby and would be included in determining whether the holders of the requisite percentage of notes of such series had provided any instruction or consented to any amendment.

However, any other debt securities (other than additional notes) that may be issued under the indenture will not vote together with the notesof any series and any additional notes that we issue. In any event, no amendment or supplement may, among other things, (a)extend the final maturity of any note, or reduce the rate or extend the time of payment of any interest on any note, orreduce the principal amount of any note, premium on any note, or reduce any amount payable upon any redemption of any note, (b)reduce the percentage of principal amount of the notes that is required to approve an amendment or supplement to theindenture, (c)following the occurrence of a Change of Control Triggering Event, amend, change or modify the obligation of us to make and consummate a Change of Control Offer in the event of a Change of Control Triggering Event, includingamending, changing or modifying any definitions with respect thereto, (d)modify any of the provisions related to this paragraph, the waiver of certain covenants, or the enforcement of the trustee’s rights during an event of default,(e)except as otherwise permitted under the merger covenant, consent to the assignment or transfer by us of any of our rights and obligations under the indenture, or (f)change the currency of payment of principal, premium (if any) orinterest on the notes, in each case, without the consent of the holder of each note so affected.

Legal Defeasance

We may be discharged from any and all obligations in respect of the notes (except for certain obligations to register the transfer or exchangeof such notes, to replace stolen, destroyed, lost or mutilated notes, to maintain paying agencies, to compensate and indemnify the trustee and to furnish the trustee with the names and addresses of holders of notes), which we refer to as“defeasance,” if:

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Defeasance of Certain Obligations

We may omit to comply with certain covenants with respect to the notes, and any such omission will not constitute an event of default withrespect to the notes, which we refer to as “covenant defeasance,” if:

If we exercise our option to effect a defeasance or covenant defeasancewith respect to the notes, as described above, and the trustee or paying agent is unable to apply any money or securities that we have deposited because of any legal proceeding or any order or judgment of any court or governmental authority, in eachcase our obligations under the indenture with respect to the notes will be revived and reinstated.

Certain Definitions

The terms set forth below are defined in the indenture as follows:

“Board of Directors” means our board of directors, the executive committee of our board of directors, any other dulyauthorized committee of our board of directors, or any of our officers duly authorized by our board of directors or by any duly authorized committee of our board of directors to act under the indenture.

“Business Day” means any day that is not a day on which banking institutions in The City of New York are authorized orrequired by law or by executive order issued by a governmental authority or agency regulating such banking institutions to close.

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“Capital Markets Debt” means any debt securities or debt financing issuedpursuant to an indenture, notes purchase agreement or similar financing arrangement (but excluding any credit agreement) whether offered pursuant to a registration statement under the Securities Act or under an exemption from the registrationrequirements of the Securities Act.

“Capital Stock” means, with respect to any Person, any and all shares, interests,participations or other equivalents (however designated, whether voting or non-voting) in the equity of such Person, including, without limitation, all common stock and preferred stock.

“Change of Control” means the occurrence of any of the following events: (i)any “person” or “group”(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemedto have beneficial ownership of all shares that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 35% of the voting power of our totaloutstanding Voting Stock voting as one class, provided that the Permitted Holders “beneficially own” (as so defined) a percentage of Voting Stock having a lesser percentage of the voting power than such other Person and do not have theright or ability by voting power, contract or otherwise to elect or designate for election a majority of our Board of Directors; (ii)we consolidate with or merge with or into any Person or convey, transfer or lease all or substantially all ofour assets to any Person, or any corporation consolidates with or merges into or with us, in any such event pursuant to a transaction in which our outstanding Voting Stock is changed into or exchanged for cash, securities or other property, otherthan any such transaction where our outstanding Voting Stock is not changed or exchanged at all (except to the extent necessary to reflect a change in our jurisdiction of incorporation) or where (A)our outstanding Voting Stock is changed intoor exchanged for (x)Voting Stock of the surviving corporation or (y)cash, securities and other property (other than Capital Stock of the surviving corporation) and (B)no “person” or “group” other than PermittedHolders owns immediately after such transaction, directly or indirectly, more than the greater of (1) 35% of the voting power of the total outstanding Voting Stock of the surviving corporation voting as one class and (2)the percentage of suchvoting power of the surviving corporation held, directly or indirectly, by Permitted Holders immediately after such transaction; or (iii)we are liquidated or dissolved or adopt a plan of liquidation or dissolution other than in a transactionwhich complies with the provisions described in the accompanying prospectus under the heading “Description of Debt Securities—Consolidation, Merger, Sale or Conveyance.”

“Change of Control Triggering Event” means, (1)the ratings of the notes are downgraded by at least two of the RatingsAgencies during the 60-day period (the “Trigger Period”) commencing on the earlier of (i)the occurrence of a Change of Control or (ii)the first public announcement of the occurrence of aChange of Control or our intention to effect a Change of Control (which Trigger Period will be extended so long as the ratings of the notes are under publicly announced consideration for possible downgrade by any of the Ratings Agencies) and(2)the notes are rated below an Investment Grade Rating by at least two of the Ratings Agencies on any date during the Trigger Period; provided that if such notes are not rated by three Ratings Agencies during any Trigger Period, such noteswill be deemed to have been downgraded to below an Investment Grade Rating by each Ratings Agency that does not provide a rating of such notes during the Trigger Period. Notwithstanding the foregoing, a ratings decline by a Rating Agency will not bedeemed to have occurred in respect of a particular Change of Control if such Rating Agency making the reduction in rating to which this definition would otherwise apply does not publicly announce or confirm or inform the trustee in writing at our orthe trustee’s request that the reduction was the result, in whole or in part, of any event or circ*mstance comprised of or arising as a result of, or in respect of, such Change of Control (whether or not the applicable Change of Control hasoccurred at the time of such decline).

“Commission” means the Securities and Exchange Commission, as from time to timeconstituted, created under the Exchange Act, or if at any time after the date of this prospectus supplement such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing suchduties at such time.

“Consolidated Fixed Charge Coverage Ratio” of us means, for any period, the ratio of (a)thesum of Consolidated Net Income (Loss), Consolidated Interest Expense, Consolidated Income Tax Expense and

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Consolidated Non-cash Charges deducted in computing Consolidated Net Income (Loss) in each case, for such period, of us and our Subsidiaries on aConsolidated basis, all determined in accordance with GAAP and on a pro forma basis for any acquisition or disposition of a Subsidiary or line of business following the first day of such period and on or prior to the date of determination as if allsuch acquisitions and dispositions had occurred on the first day of such period to (b)the sum of Consolidated Interest Expense for such period and cash dividends paid on any of our preferred stock and that of our Subsidiaries during suchperiod; provided that (i)in making such computation, the Consolidated Interest Expense attributable to interest on any Funded Debt shall be computed on a pro forma basis for any incurrence or repayment of Funded Debt (other than Funded Debtunder a revolving credit facility) following the first day of the applicable period and on or prior to the date of determination as if such incurrence or repayment had occurred on the first day of such period and Funded Debt (A)bearing afloating interest rate, shall be computed as if the rate in effect on the date of computation had been the applicable rate for the entire period and (B)which was not outstanding during the period for which the computation is being made butwhich bears, at our option, a fixed or floating rate of interest, shall be computed by applying at our option, either the fixed or floating rate and (ii)in making such computation, the Consolidated Interest Expense of the Company attributableto interest on any Funded Debt under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Funded Debt during the applicable period.

“Consolidated Income Tax Expense” means for any period, as applied to us, the provision for federal, state, local and foreignincome taxes of us and our Subsidiaries for such period as determined in accordance with GAAP on a Consolidated basis.

“Consolidated Interest Expense” of us means, without duplication, for any period, the sum of (a)our interest expenseand that of our Subsidiaries for such period, on a Consolidated basis, including, without limitation, (i)amortization of debt discount, (ii)the net cost under interest rate contracts (including amortization of discounts), (iii) theinterest portion of any deferred payment obligation and (iv)accrued interest, plus (b)(i) the interest component of the Finance Lease Obligations paid, accrued and/or scheduled to be paid or accrued by us and our Subsidiaries during suchperiod and (ii)all our capitalized interest and that of our Subsidiaries, in each case as determined in accordance with GAAP on a Consolidated basis. Whenever pro forma effect is to be given to an acquisition or disposition of assets for thepurpose of calculating the Consolidated Fixed Charge Coverage Ratio, the amount of Consolidated Interest Expense associated with any Funded Debt incurred in connection with such acquisition or disposition of assets shall be calculated on a pro formabasis in accordance with Regulation S-X under the Securities Act, as in effect on the date of such calculation.

“Consolidated Net Income (Loss)” of us means, for any period, the Consolidated net income (or loss) of us and ourSubsidiaries for such period as determined in accordance with GAAP on a Consolidated basis, adjusted, to the extent included in calculating such net income (loss), by excluding, without duplication: (i)all extraordinary gains or losses (lessall fees and expenses relating thereto); (ii) the portion of net income (or loss) of us and our Subsidiaries allocable to minority interests in unconsolidated Persons to the extent that cash dividends or distributions have not actually been receivedby us or one of our Subsidiaries; (iii)any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan; (iv)net gains (but not losses) (less all fees and expenses relating thereto) in respect ofdispositions of assets other than in the ordinary course of business; or (v)the net income of any Subsidiary to the extent that the declaration of dividends or similar distributions by that Subsidiary of that income is not at the timepermitted, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulations applicable to that Subsidiary or its stockholders. Whenever pro forma effectis to be given to an acquisition or disposition of assets for the purpose of calculating the Consolidated Fixed Charge Coverage Ratio, the amount of income or earnings related to such assets shall be calculated on a pro forma basis in accordancewith Regulation S-X under the Securities Act, as in effect on the date of such calculation.

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“Consolidated Net Tangible Assets” means the aggregate amount of assets,reduced by applicable reserves and other properly deductible items, after deducting:

“Consolidated Non-cash Charges” of us means, for any period, the aggregatedepreciation, amortization and other non-cash charges of us and our Subsidiaries for such period, as determined in accordance with GAAP on a Consolidated basis (excluding anynon-cash charge which requires an accrual or reserve for cash charges for any future period).

“Consolidation” means, with respect to any Person, the consolidation of the accounts of such Person and each of itsSubsidiaries if and to the extent the accounts of such Person and each of its Subsidiaries would normally be consolidated with those of such Person, all in accordance with GAAP. The term “Consolidated” shall have a similar meaning.

“Finance Lease Obligation” means any obligations of us and our Subsidiaries on a Consolidated basis under any finance leaseof real or personal property which, in accordance with GAAP, has been recorded as a finance lease obligation.

“Fitch”means Fitch Ratings Inc., and its successors.

“Funded Debt” means all indebtedness for the repayment of money borrowed,whether or not evidenced by a bond, debenture, note or similar instrument or agreement, having a final maturity of more than 12 months after the date of its creation or having a final maturity of less than 12 months after the date of its creationbut by its terms being renewable or extendible beyond 12 months after such date at the option of the borrower. When determining “Funded Debt,” indebtedness will not be included if, on or prior to the final maturity of that indebtedness, wehave deposited the necessary funds for the payment, redemption or satisfaction of that indebtedness in trust with the proper depositary.

“GAAP” means generally accepted accounting principles in the United States, consistently applied, which are in effect on thedate of the issuance of the notes. At any time after the date of issuance of the notes, we may elect to apply International Financial Reporting Standards (“IFRS”) accounting principles, consistently applied, as in effect at the timeof such election, in lieu of GAAP and, from and after any such election, references herein to GAAP shall thereafter be construed to mean IFRS; provided that any such election, once made, shall be irrevocable; provided, further that any calculationor determination under the indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to our election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. We must givenotice of any election made in accordance with this definition to the trustee and the holders of notes.

“Investment GradeRating” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s), a rating of BBB- or better by S&P (or its equivalent under anysuccessor rating categories of S&P), a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch) or the equivalent Investment Grade credit rating from anyadditional Rating Agency or Rating Agencies selected by the issuer, as applicable.

“Moody’s” means Moody’sInvestors Service, Inc., and its successors.

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“Permitted Holders” means (a)the descendants of Marilyn Sands(whether by blood or adoption), her descendants’ spouses, her siblings, the descendants of her siblings (whether by blood or adoption), or the estate of any of the foregoing Persons, or The Sands Family Foundation, Inc., (b) trusts which arefor the benefit of any combination of the Persons described in clause (a), or any trust for the benefit of any such trust, or (c)partnerships, limited liability companies or any other entities which are controlled by any combination of thePersons described in clause (a), the estate of any such Persons, a trust referred to in the foregoing clause (b)or an entity that satisfies the conditions of this clause(c).

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stockcompany, trust, unincorporated organization, any other company or entity or government or any agency or political subdivision thereof.

“Principal Property” means, as of any date, any building, structure or other facility, together with the land upon which itis erected and any fixtures which are a part of the building, structure or other facility, used primarily for manufacturing, processing or production, in each case located in the United States, and owned or leased or to be owned or leased by us orany Subsidiary, and in each case the net book value of which as of that date exceeds 2% of our Consolidated Net Tangible Assets as shown on the consolidated balance sheet contained in our latest filing with the Commission, other than any such land,building, structure or other facility or portion thereof which is a pollution control facility, or which, in the opinion of our Board of Directors, is not of material importance to the total business conducted by us and our Subsidiaries, consideredas one enterprise.

“Property” means any asset, revenue or any other property, whether tangible or intangible, real orpersonal, including, without limitation, any right to receive income.

“Rating Agency” means S&P, Moody’s andFitch or, if S&P, Moody’s or Fitch or any or all of them shall not make a rating on the notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Company (as certified by aresolution of the Board of Directors) which shall be substituted for S&P, Moody’s or Fitch or any or all of them, as the case may be.

“S&P” means Standard& Poor’s Financial Services, LLC, a subsidiary of the S&P Global, Inc., and anysuccessors thereto.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulationspromulgated thereunder.

“subsidiary” means with respect to any Person (the “parent”) at any date, anycorporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the ordinary voting power for the election of directors or other governing body are atthe time beneficially owned, directly or indirectly, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent; provided, however, that no securities or other ownership interests, includingany warrants and convertible debt, shall be included that do not carry the present right to vote for the election of directors or other governing body.

“Subsidiary” means any subsidiary of the Company.

“Voting Stock” means, with respect to any Person, Capital Stock of any class or kind the holders of which are ordinarily, inthe absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

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Global Notes; Book-Entry System

Global Notes

The notes will beissued initially in book-entry form and will be represented by one or more global notes in fully registered form without interest coupons which will be deposited with the trustee as custodian for The Depository Trust Company (“DTC”)and registered in the name of Cede& Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. If, however, the aggregate principal amount of the notes exceeds $500.0million,one certificate will be issued with respect to each $500.0million of principal amount of the notes, and an additional certificate will be issued with respect to any remaining principal amount of the notes. The deposit of securities with DTCand their registration in the name of Cede& Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the securities; DTC’s records reflect only theidentity of the direct participants to whose accounts such securities are credited, which may or may not be the beneficial owners. Direct and indirect participants will remain responsible for keeping account of their holdings on behalf of theircustomers. Except as set forth below, the global notes may be transferred, in whole and not in part, only to DTC or another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged forcertificated notes except in the limited circ*mstances described below.

All interests in the global notes will be subject to the rulesand procedures of DTC, Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”).

Certain Book-Entry Procedures for the Global Notes

The descriptions of the operations and procedures of DTC, Euroclear, and Clearstream set forth below are provided solely as a matter ofconvenience. These operations and procedures are solely within the control of the respective settlement system and are subject to change by them from time to time. Neither we nor the underwriters take any responsibility for these operations orprocedures, and investors are urged to contact the appropriate system or its participants directly to discuss these matters.

DTC hasadvised us that it is:

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions betweenparticipants through electronic book-entry changes to the accounts of its participants, thereby eliminating the need for physical transfer and delivery of securities certificates. DTC’s participants include securities brokers and dealers(including one or more of the underwriters), banks and trust companies, clearing corporations and certain other organizations. Indirect access to DTC’s system is also available to other entities such as banks, brokers, dealers and trustcompanies, which we refer to collectively as the “indirect participants,” that clear through or maintain a custodial relationship with a participant either directly or indirectly. Investors who are not participants may beneficially ownsecurities held by or on behalf of DTC

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only through participants or indirect participants. DTC is a wholly-owned subsidiary of The Depository Trust& Clearing Corporation (“DTCC”). DTCC is the holding companyfor DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to otherssuch as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with participants or indirectparticipants.

We expect that, pursuant to procedures established by DTC:

Investors may hold their interests in a global note directly through Euroclear or Clearstream, if theyare participants in those systems, or indirectly through organizations that are participants in those systems. Investors may also hold their interests in a global note through organizations other than Euroclear or Clearstream that are DTCparticipants. Each of Euroclear and Clearstream will appoint a DTC participant to act as its depositary for the interests in a global note that are held within DTC for the account of each settlement system on behalf of its participants.

The laws of some jurisdictions may require that some purchasers of securities take physical delivery of those securities in definitive form.Accordingly, the ability to transfer beneficial interests in the notes represented by a global note to those persons may be limited. In addition, because DTC can act only on behalf of its participants, who in turn act on behalf of persons who holdinterests through participants, the ability of a person holding a beneficial interest in a global note to pledge or transfer that interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respectof that interest, may be affected by the lack of a physical security in respect of that interest.

So long as DTC or its nominee is theregistered owner of a global note, DTC or that nominee, as the case may be, will be considered the sole legal owner or holder of the notes represented by that global note for all purposes of the notes and the indenture. Except as provided below,owners of beneficial interests in a global note will not be entitled to have the notes represented by that global note registered in their names, will not receive or be entitled to receive physical delivery of certificated notes and will not beconsidered the owners or holders of the notes represented by that beneficial interest under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee. Owners of beneficial interestsin a global note will not receive written confirmation from DTC of their purchase. Owners of beneficial interests in a global note are, however, expected to receive written confirmations providing details of the transaction, as well as periodicstatements of their holdings, from the direct or indirect participant through which the owner of beneficial interests in a global note entered into the transaction. Accordingly, each holder owning a beneficial interest in a global note must rely onthe procedures of DTC and, if that holder is not a participant or an indirect participant, on the procedures of the participant through which that holder owns its interest, to exercise any rights of a holder of notes under the indenture or thatglobal note. We understand that under existing industry practice, in the event that we request any action of holders of notes, or a holder that is an owner of a beneficial interest in a global note desires to take any action that DTC, as the holderof that global note, is entitled to take, DTC would authorize the participants to take that action and the participants would authorize holders owning through those participants to take that action or would otherwise act upon the instruction ofthose holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC or for maintaining, supervising or reviewing any records of DTC relating to thenotes.

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Payments with respect to the principal of and interest on a global note will be payable bythe trustee to or at the direction of DTC or its nominee in its capacity as the registered holder of the global note under the indenture. Under the terms of the indenture, we and the trustee shall treat the persons in whose names the notes,including the global notes, are registered as the owners thereof for the purpose of receiving payment thereon and for any and all other purposes whatsoever. Accordingly, neither we nor the trustee has or will have any responsibility or liability forthe payment of those amounts to owners of beneficial interests in a global note. Payments by the participants and the indirect participants to the owners of beneficial interests in a global note will be governed by standing instructions andcustomary industry practice and will be the responsibility of the participants and indirect participants and not of DTC.

Transfersbetween participants in DTC will be effected in accordance with DTC’s procedures and will be settled in same-day funds. Transfers between participants in Euroclear or Clearstream will be effected in theordinary way under the rules and operating procedures of those systems.

Cross-market transfers between DTC participants, on the one hand,and Euroclear or Clearstream participants, on the other hand, will be effected within DTC through the DTC participants that are acting as depositaries for Euroclear and Clearstream. To deliver or receive an interest in a global note held in aEuroclear or Clearstream account, an investor must send transfer instructions to Euroclear or Clearstream, as the case may be, under the rules and procedures of that system and within the established deadlines of that system. If the transactionmeets its settlement requirements, Euroclear or Clearstream, as the case may be, will send instructions to its DTC depositary to take action to effect final settlement by delivering or receiving interests in the relevant global notes in DTC, andmaking or receiving payment under normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the DTC depositaries thatare acting for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstreamparticipant that purchases an interest in a global note from a DTC participant will be credited on the business day for Euroclear or Clearstream immediately following the DTC settlement date. Cash received in Euroclear or Clearstream from the saleof an interest in a global note to a DTC participant will be received with value on the DTC settlement date but will be available in the relevant Euroclear or Clearstream cash account as of the business day for Euroclear or Clearstream following theDTC settlement date.

DTC, Euroclear, and Clearstream have agreed to the above procedures to facilitate transfers of interests in theglobal notes among participants in those settlement systems. However, the settlement systems are not obligated to perform these procedures and may discontinue or change these procedures at any time. Neither we nor the trustee will have anyresponsibility for the performance by DTC, Euroclear or Clearstream or their participants or indirect participants of their obligations under the rules and procedures governing their operations.

We obtained the information in this section and elsewhere in this prospectus supplement concerning DTC and its book-entry system from sourcesthat we believe are reliable, but we take no responsibility for the accuracy of any of this information.

Certificated Notes

We will issue certificated notes to each person that DTC identifies as the beneficial owner of the notes represented by a global note uponsurrender by DTC of the global note only if:

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Neither we nor the trustee will be liable for any delay by DTC, its nominee or any direct orindirect participant in identifying the beneficial owners of the related notes. We and the trustee may conclusively rely on, and will be protected in relying on, instructions from DTC or its nominee for all purposes, including with respect to theregistration and delivery, and the respective principal amounts, of the notes to be issued in certificated form.

Information Concerning the Trustee

Manufacturers and Traders Trust Company is the trustee under the indenture. From time to time, we (and certain of our affiliates)borrow from, maintain deposit accounts with and conduct other transactions with Manufacturers and Traders Trust Company and its affiliates in the ordinary course of business. In particular, Manufacturers and Traders Trust Company is currently alender under our senior revolving credit facility and the August 2022 Term Credit Agreement. Manufacturers and Traders Trust Company is also the trustee with respect to our outstanding senior notes that are listed in the table set forth in thesection of this prospectus supplement titled “Capitalization.” Manufacturers and Traders Trust Company is a lender under certain credit facilities to Sands family investment vehicles that, because of their relationship with members of theSands family, are in some cases affiliates of the Company. Such credit facilities are secured by pledges of shares of class A common stock of the Company and other credit support from certain members of the Sands family.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of material U.S. federal income tax consequences of the acquisition, ownership and dispositionof the notes and is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the “Code,” the applicable Treasury Regulations promulgated and proposed thereunder, judicial authority and current administrative rulingsand practice, all in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect. The discussion does not purport to deal with all aspects of U.S. federal income taxation that might be relevant to particularholders in light of their personal investment circ*mstances or status, nor does it discuss the U.S. federal income tax consequences to holders subject to special treatment under the U.S. federal income tax laws (for example, financial institutions,insurance companies, regulated investment companies, dealers in securities, tax-exempt entities, U.S. expatriates, a person required to accelerate the recognition of any item of gross income with respect tothe notes as a result of such income being recognized on an applicable financial statement, U.S. Holders (as defined below) whose “functional currency” is not the U.S. dollar, U.S. Holders who hold notes through a non-U.S. broker or other non-U.S. intermediary, persons subject to alternative minimum tax or taxpayers holding the notes through a partnership or similar pass-through entityor as part of a “straddle,” “hedge” or “conversion transaction”). Moreover, the effect of any applicable state, local or foreign tax laws and other U.S. federal tax laws (such as estate and gift tax and Medicarecontribution tax laws) is not discussed.

This discussion assumes that the notes are held as capital assets (as defined inSection1221 of the Code) by the holders thereof. The discussion is limited to the U.S. federal income tax consequences to holders acquiring notes at original issue for cash at their “issue price” (i.e., the first price at which asubstantial amount of the notes is sold to the public for cash other than to bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers).

If an entity treated as a partnership for U.S. federal income tax purposes holds notes, the U.S. federal income tax treatment of a partner ofthe partnership generally will depend upon the status of the partner and the activities of the partners and the partnership. If you are a partner in a partnership considering an investment in the notes, you are urged to consult your own tax advisor.

PROSPECTIVE HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE UNITED STATES FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES TO THEM OFTHE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE NOTES.

U.S. Holders

For purposes of the following discussion, the term “U.S. Holder” means a beneficial owner of a note who or which is, for U.S.federal income tax purposes:

Certain Additional Payments

There are circ*mstances in which we might be required to make payments on a note that would increase the yield of the notes, for instance, asdescribed under “Description of the Notes—Repurchase at the Option of

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Holders Upon a Change of Control Triggering Event.” We intend to take the position that the possibility of such payments does not result in the notes being treated as contingent payment debtinstruments under the applicable Treasury Regulations.

Our position is not binding on the IRS. If the IRS takes a contrary position, aU.S. Holder may be required to accrue interest income based upon a “comparable yield” (as described in the Treasury Regulations) determined at time of issuance of the notes (which is not expected to differ significantly from the actualyield on the notes), with adjustments to such accruals when any contingent payments are made that differ from the payments based on the comparable yield. In addition, any income on the sale, exchange, retirement or other taxable disposition of thenotes would be treated as interest income rather than as capital gain. U.S. Holders should consult their own tax advisors regarding the tax consequences if the notes were treated as contingent payment debt instruments. The remainder of thisdiscussion assumes that the notes are not treated as contingent payment debt instruments.

Interest on Notes

Interest on the notes generally will be included in income by a U.S. Holder as ordinary interest income when received or accrued in accordancewith the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes. It is expected, and therefore this discussion assumes, that the notes will be issued without original issue discount for federal income tax purposes.

Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of Notes

Upon the sale, exchange, redemption, retirement or other taxable disposition of a note, a U.S. Holder will generally recognize gain or lossequal to the difference, if any, between:

Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the note has been heldfor more than one year at the time of disposition. For certain non-corporate U.S. holders, net long term capital gains are generally subject to tax at preferential rates. The deductibility of capital losses issubject to certain limitations.

Non-U.S. Holders

For purposes of the following discussion, the term “non-U.S. Holder” refers to a beneficialowner of a note that is for U.S. federal income tax purposes an individual, corporation, estate or trust that is not a U.S. Holder.

Interest onNotes

Subject to the discussion of FATCA (as defined below) and backup withholding below, interest paid to a non-U.S. Holder in respect of the notes that is not effectively connected with the non-U.S. Holder’s trade or

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business in the United States generally will not be subject to U.S. federal income or withholding tax provided that:

If the above conditions are not met, interest paid to a non-U.S. Holder in respect of the notes thatis not effectively connected with the non-U.S. Holder’s trade or business generally will be subject to 30% U.S. federal withholding tax unless such non-U.S. Holderis entitled to a reduction in or an exemption from such withholding under an applicable income tax treaty between the United States and the non-U.S. Holder’s country of residence provided that such non-U.S. Holder satisfies certain certification requirements (generally, on a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E).

If a non-U.S. Holder is engaged in a trade orbusiness in the United States and interest on the notes is effectively connected with the conduct of that trade or business, unless an applicable income tax treaty provides otherwise, the non-U.S. Holder willbe subject to U.S. federal income tax on the interest on a net income basis in the same manner as if such non-U.S. Holder were a U.S. Holder. Unless an applicable income tax treaty provides otherwise, anyinterest income that is effectively connected with the conduct of a U.S. trade or business will not be subject to withholding of U.S. federal income tax if the non-U.S. Holder satisfies certain certificationrequirements (generally, on a properly executed IRS Form W-8ECI or, in certain circ*mstances, IRS Form W-8BEN or IRS Form W-8BEN-E). A non-U.S. Holder that is a foreign corporation that is engaged in a trade or business in the United States may also be subject to an additional 30% (or, ifa tax treaty applies, such lower rate as the treaty provides) branch profits tax on its effectively connected earnings and profits, subject to adjustments.

Notwithstanding the foregoing, interest paid to a non-U.S. Holder that is, or holds a note through, aforeign financial institution or non-financial foreign entity generally will be subject to a 30% U.S. federal withholding tax pursuant to the Foreign Account Tax Compliance Act (“FATCA”)unless, (1)if such non-U.S. Holder is, or holds a note through, a foreign financial institution, such foreign financial institution (i)has entered into an agreement with the U.S. government tocollect and provide to the U.S. tax authorities information about its accountholders (including certain investors in such institution) and, in certain instances, to withhold on payments to such persons, (ii)qualifies for an exception from therequirement to enter into such an agreement or (iii)complies with the terms of an applicable intergovernmental agreement between the U.S. government and the jurisdiction in which such foreign financial institution operates, and (2)ifsuch non-U.S. Holder is, or holds a note through, a non-financial entity, such entity either certifies it does not have any “substantial United States owners”(as defined in the Code) or has provided certain information regarding its direct and indirect U.S. owners.

Sale, Exchange, Redemption, Retirement orOther Taxable Disposition of Notes

Subject to the discussion of FATCA and backup withholding below, anon-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized upon a sale, exchange,

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redemption, retirement or other taxable disposition of a note (other than amounts attributable to accrued and unpaid interest, which will be treated as described above under “Interest onNotes”) unless:

Unless an applicableincome tax treaty provides otherwise, a non-U.S. Holder described in the first bullet point will be subject to U.S. federal income tax on the gain on a net income basis in the same manner as if such non-U.S. Holder were a U.S. Holder. If such non-U.S. Holder is a foreign corporation, it may also be subject to a 30% (or, if a tax treaty applies, such lower rate as thetreaty provides) branch profits tax on its effectively connected earnings and profits, subject to adjustments. A non-U.S. Holder described in the second bullet point will be subject to a flat 30% U.S. federalincome tax on such gain (which may be offset by certain U.S. source capital losses), unless an exemption or reduction under an applicable income tax treaty applies.

While withholding under FATCA would have applied also to payments of gross proceeds from the sale, exchange, redemption, retirement or othertaxable disposition of a note on or after January1, 2019, proposed Treasury Regulations eliminated FATCA withholding on payments of gross proceeds entirely. Taxpayers may rely on these proposed Treasury Regulations until final TreasuryRegulations are issued.

Backup Withholding and Information Reporting

Information returns will be filed with the IRS in connection with payments of interest on the notes and the proceeds from a sale or otherdisposition (including a retirement or redemption) of the notes. A U.S. Holder may be subject to United States backup withholding at a rate of 24% on the foregoing amounts if it fails to provide its taxpayer identification number to the applicablewithholding agent and comply with certification procedures or otherwise establish an exemption from backup withholding. Certain U.S. Holders are exempt from backup withholding, including corporations.

A non-U.S. Holder may be subject to United States backup withholding on these payments unless the non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person. The certification procedures required of non-U.S. Holders to claim theexemption from withholding tax on certain payments on the notes, described in general terms above, will satisfy the certification requirements necessary to avoid backup withholding as well.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment will be allowed as a credit against theholder’s U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

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UNDERWRITING (CONFLICTS OF INTEREST)

BofA Securities, Inc., Goldman Sachs& Co. LLC, and J.P. Morgan Securities LLC are acting as the joint book-running managers of theoffering and as the representatives of the underwriters named below.

Subject to the terms and conditions stated in the underwritingagreement dated the date of this prospectus supplement, each underwriter named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the principal amount of the notes set forth opposite the underwriter’s name.

The underwriting agreement provides that the obligations of the underwriters to purchase the notes included inthis offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the notes if they purchase any of the notes. The offering of the notes by the underwriters is subject toreceipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part. The underwriters may offer and sell notes through certain of their affiliates.

The underwriters propose to offer some of the notes directly to the public at the public offering price set forth on the cover page of thisprospectus supplement and some of the notes to dealers at the public offering price less a concession. The underwriters may allow, and dealers may reallow, a concession on sales to other dealers. After the initial offering of the notes to thepublic, the representatives may change the public offering price and concession.

We have agreed for a period of 60 days following thedate of this prospectus supplement not to sell or announce an intention to sell any debt securities similar to the notes without the consent of BofA Securities, Inc.

The notes are a new issue of securities with no established trading market. The notes will not be listed on any securities exchange. We havebeen advised by the underwriters that they intend to make a market in the notes, but the underwriters are not obligated to do so and may discontinue market making at any time without notice. We can give no assurance as to the liquidity of, or thetrading market for, the notes.

In connection with the offering, the underwriters may purchase and sell notes in the open market. Thesetransactions may include over-allotment, syndicate covering transactions and stabilizing transactions. Over-allotment involves syndicate sales of notes in excess of the principal amount of notes to bepurchased by the underwriters in the

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offering, which creates a syndicate short position. Syndicate covering transactions involve purchases of the notes in the open market after the distribution has been completed in order to coversyndicate short positions. Stabilizing transactions consist of certain bids or purchases of notes made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.

Any of these activities may have the effect of preventing or retarding a decline in the market price of the notes. They may also cause theprice of the notes to be higher than the price that otherwise would exist in the open market in the absence of these transactions. The underwriters may conduct these transactions in theover-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

We estimate that our total expenses for this offering (including underwriting discounts) will be approximately $2.5million.

The following table shows the amount of the underwriting discount provided to the underwriters in connection with this offering, expressed asa percentage of the principal amount of the notes and in total:

It is expected that delivery of the notes will be made against payment therefor on or about February 2, 2023,which is the third business day following the date hereof (such settlement cycle being referred to as “T+3”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required tosettle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second business day preceding the settlement date will be required, by virtue of the factthat the notes initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.

Conflicts of Interest

The underwritersand their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principalinvestment, hedging, financing and brokerage activities. The underwriters and their respective affiliates have performed, and may in the future perform, various commercial banking, investment banking, hedging, brokerage and advisory services for usand our affiliates for which they have received, and will receive, customary fees and expenses. In particular, affiliates of certain of the underwriters are agents and/or lenders under one or more of the Company’s credit facilities. Inaddition, certain of the underwriters or affiliates of those underwriters are lenders under certain credit facilities to Sands family investment vehicles that, because of their relationship with members of the Sands family, are in some casesaffiliates of the Company. Such credit facilities are secured by pledges of shares of class A common stock of the Company and other credit support from certain members of the Sands’ family.

Certain of the underwriters or their affiliates are lenders under our August 2022 Term Credit Agreement and may receive a portion of the netproceeds of this offering used to repay amounts outstanding under the August 2022 Term Credit Agreement. At least 5% of the net proceeds of this offering would be directed to one or more of the underwriters (or their affiliates). The receipt of atleast 5% of the net proceeds of this offering by any underwriter (or its affiliates) would be considered a “conflict of interest” under FINRA Rule 5121. As such, this offering is being conducted in accordance with the applicablerequirements of Rule 5121 regarding the underwriting of securities of a company with a member that has a conflict of interest within the meaning of those rules. Rule 5121 requires prominent disclosure of the nature of the conflict of interest in theprospectus supplement for the public offering. Pursuant to Rule 5121(a)(1)(C), the appointment of a qualified independent underwriter is not necessary in connection with this offering as the securities offered are investment grade rated.

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If any of the underwriters or their affiliates has a lending relationship with us, certainof those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these underwriters andtheir 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 our securities, including potentially the notes offered hereby. Any suchcredit default swaps or short positions could adversely affect future trading prices of the notes offered hereby.

In the ordinary courseof their various business activities, the underwriters and their respective 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 account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of the issuer (directly, as collateral securing other obligations orotherwise). The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clientsthat they acquire, long and/or short positions in such securities and instruments.

We have agreed to indemnify the several underwritersagainst certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Notice to Prospective Investors in Canada

The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined inNational Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectusrequirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaserwith remedies for rescission or damages if this prospectus supplement and the accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaserwithin 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 forparticulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteedby the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (“NI33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection withthis offering.

Notice to Prospective Investors in Bermuda

The offering of the notes to investors in Bermuda may constitute carrying on business in Bermuda for purposes of the Companies Act 1981 (the“Bermuda Companies Act”). Carrying on business in Bermuda by an overseas company requires a license under Section134 of the Bermuda Companies Act. The Company is an overseas company and is not licensed under Section134 of theBermuda Companies Act. As long as the Company does not have a physical presence in Bermuda and the notes are offered to Bermuda investors only at such time as they are outside of Bermuda, such offering will generally not constitute carrying onbusiness in Bermuda.

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The offering of the notes to investors in Bermuda may, in some circ*mstances, require alicense to carry on investment business under the Investment Business Act 2003 of Bermuda. However, such requirement will only apply where the person or entity offering the notes has a physical presence in Bermuda. Neither the Company nor any of theunderwriters has a physical presence in Bermuda.

Notice to Prospective Investors in the Cayman Islands

This prospectus supplement does not constitute an invitation or offer to the public in the Cayman Islands of the notes, whether by way of saleor subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, to the public any securities in the Cayman Islands.

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