[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_102":103},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","h60dufk0kmoxoq884rj5isqmw","revision",2,"title","Atmos Energy Corporation计划发行7亿美元优先票据","originalTitle","ATMOS ENERGY CORP (0000731802) (Filer)","summary","Atmos Energy Corporation计划发行7亿美元、票面利率6.000%、将于2036年11月15日到期的优先票据，预计净募集资金约6.914亿美元，用于一般企业用途。票据为无担保优先债务，与公司现有及未来无担保债务享有同等受偿权。公司截至2026年6月30日总资产约315.86亿美元，总债务约103.24亿美元。","reason","Atmos Energy Corporation计划发行7亿美元、票面利率6.000%、将于2036年11月15日到期的优先票据，预计净募集资金约6.914亿美元，用于一般企业用途。","source",{"_12":93,"_94":95,"_9":96,"_97":42,"_98":99,"_100":101},"links",{"_90":91,"_78":92},"publishedAt","2026-10-08T20:05:08.000Z","discoveredAt","2026-10-08T22:56:41.145Z","timelineAt","category","tip","tags",[84,85,86,87,88,89],"stockSymbols",[83],"score",64,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fgkJU5_hyK-k",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","2caae2aa-9748-4b86-ba6b-78cb92770664","Atmos Energy 计划发行7亿美元优先票据",{"_73":74,"_16":75},"

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-283563

Prospectus Supplement

October 6, 2026

(To Prospectus dated December 3,\n2024)

$700,000,000

\n\n\n $\"LOGO\"$ \n

Atmos Energy Corporation

6.000% Senior Notes due 2036

This is an offering of $700,000,000 aggregate principal amount of 6.000% Senior Notes due 2036 (the “notes”). The notes will bear\ninterest at the rate of 6.000% per year and will mature on November 15, 2036. We will pay interest on the notes semi-annually in arrears on May 15 and November 15 of each year they are outstanding, beginning May 15, 2027. We may redeem the notes\nprior to maturity at our option, at any time in whole or from time to time in part, at the applicable redemption prices described in this prospectus supplement. See “Description of the Notes—Optional Redemption.”

The notes are unsecured senior obligations and rank equally in right of payment with all of our other existing and future unsubordinated debt.\nThe notes will be issued only in registered form in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. The notes are a new issue of securities with no established trading market. The notes will not be listed on\nany securities exchange or quoted on any automated dealer quotation system.

Investing in the notes involves risks. See “Risk Factors” on page\nS-6 of this prospectus supplement.

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Public Offering Price⁽¹⁾			Underwriting Discount			Proceeds, Before Expenses, to Atmos Energy
Per note		99.638	%			0.650	%		98.988	%
Total	$	697,466,000			$	4,550,000		$	692,916,000

\n\n\n

(1)	Plus accrued interest from, and including, October 9, 2026, if settlement occurs after that date.\n

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or\ndetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the notes to investors in book-entry form only through the facilities of The Depository Trust Company for\nthe accounts of its participants, including Clearstream Banking S.A. and/or Euroclear Bank SA/NV, on or about October 9, 2026.

Joint Book-Running Managers

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n



BNP PARIBAS	Credit Agricole CIB	US Bancorp

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n



CIBC Capital Markets	MUFG	TD Securities

Co-Manager

Huntington Capital Markets

TABLE OF CONTENTS

Prospectus Supplement

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Page
Important Notice About Information in this Prospectus Supplement and the Accompanying\n Prospectus		S-ii
Cautionary Statement Regarding Forward-Looking Statements		S-iii
Prospectus Supplement Summary		S-1
Risk Factors		S-6
Use of Proceeds		S-7
Capitalization		S-8
Business		S-9
Description of the Notes		S-13
Certain Material U.S. Federal Income Tax Considerations		S-17
Underwriting		S-22
Legal Matters		S-29
Experts		S-29
Incorporation of Certain Documents by Reference		S-30

Prospectus

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Page
Cautionary Statement Regarding Forward-Looking Statements		1
Risk Factors		3
Atmos Energy Corporation		3
Securities We May Offer		3
Use of Proceeds		4
债务证券说明		5
普通股说明		20
分配计划		22
法律事项		24
专家		24
何处可获取更多信息		24
通过引用方式纳入某些文件		25

S-i

本文件由两部分组成。第一部分是本招股说明书补充资料，其中描述了本次票据发行的特定条款，并补充和更新了随附招股说明书以及本招股说明书补充资料和随附招股说明书所引用文件中包含的信息。第二部分是随附招股说明书，日期为\n2024年12月3日，其中提供了更一般性的信息，其中部分信息不适用于本次发行。如果本招股说明书补充资料中包含的信息、随附招股说明书或本文件或其中所引用的任何文件中包含的信息之间存在冲突，则最新文件中包含的信息为准。本招股说明书补充资料和随附招股说明书是我们根据证券交易委员会（“SEC”）的货架注册规则提交的注册声明的一部分。

我们未授权，承销商也未授权任何其他人向您提供本招股说明书补充资料、随附招股说明书或与本招股说明书补充资料相关的任何自由撰写招股说明书所提供或\n引用的信息以外的信息。我们和承销商不对其他人可能向您提供的任何其他信息或其他人可能做出的任何陈述负责，也无法对其可靠性提供任何保证。请参阅随附招股说明书中的“通过引用方式纳入某些文件”和“何处可获取更多信息”。

Atmos Energy Corporation 或承销商均未在任何不允许要约的司法管辖区发出这些\n票据的要约。

本文件中包含或通过引用纳入的信息\n仅在本招股说明书补充资料的日期或此类引用文件的日期时准确，无论本招股说明书补充资料的交付时间或票据的任何销售时间如何。自这些相应日期以来，我们的业务、财务状况、经营成果\n和前景可能已经发生变化。

“我们”、“我们的”、“我们”和\n“Atmos Energy”这些术语指 Atmos Energy Corporation 及其子公司，除非上下文另有暗示。“公司”这一术语指 Atmos Energy Corporation 而非其子公司。“您”这一术语指潜在投资者。缩写“Mcf”和“MMBtu”分别表示千立方英尺和百万英热单位。

S-ii

本招股说明书附录及随附招股说明书中包含或引用的陈述，除历史事实陈述外，均属于《1933年证券法》第27A条（经修订，即“证券法”）及《1934年证券交易法》第21E条（经修订，即“交易法”）含义下的“前瞻性陈述”。本招股说明书附录及随附招股说明书中除历史事实陈述外的所有陈述均是我们善意做出的前瞻性陈述，旨在符合《1995年私人证券诉讼改革法案》确立的免责安全港。前瞻性陈述基于管理层的信念，以及管理层做出和目前可获得的信息。在本招股说明书附录及随附招股说明书中使用“预期”、“相信”、“估计”、“期望”、“预测”、“目标”、“意图”、“目标”、“计划”、“预测”、“寻求”、“策略”或类似词语，旨在识别前瞻性陈述。此类前瞻性陈述受风险和不确定性影响，这些风险和不确定性可能导致实际结果与涉及我们的策略、运营、市场、服务、费率、成本回收、天然气供应可用性及其他因素的相关陈述中所表达或暗示的结果存在重大差异。这些风险和不确定性包括：

\n\n\n\n\n

•

联邦、州和地方监管及政治趋势和决定，包括各州监管委员会费率诉讼的影响；

\n\n\n\n\n

•

联邦监管审查增加及潜在处罚；

\n\n\n\n\n

•

可能增加的联邦、州和地方对我们运营安全的监管；

\n\n\n\n\n

•

管道完整性及其他类似计划和相关维修可能导致的重大成本和责任；

\n\n\n\n\n

•

分销、运输和储存天然气的固有危险和风险；

\n\n\n\n\n

•

合同天然气供应、州际管道和/或储存服务的可用性和可及性；

\n\n\n\n\n

•

能源供应商及替代能源形式的竞争加剧；

\n\n\n\n\n

•

未能吸引和留住合格劳动力；

\n\n\n\n\n

•

自然灾害、恶劣天气、恐怖活动或其他事件，以及本文或我们向SEC提交的报告中讨论的其他风险和不确定性，所有这些都难以预测，其中许多超出了我们的控制范围；

\n\n\n\n\n

•

影响公司业务运营的技术失败；

\n\n\n\n\n

•

可能扰乱我们的业务运营和信息技术系统或导致机密或敏感客户、员工或公司信息丢失或泄露的网络攻击或网络恐怖主义威胁；

\n\n\n\n\n

•

新的网络安全合规要求的影响；

\n\n\n\n\n

•

恶劣天气条件；

\n\n\n\n\n

•

减少或消除温室气体排放或化石燃料的立法的影响；

\n\n\n\n\n

•

气候变化的影响；

\n\n\n\n\n

•

我们业务的资本密集型性质；

\n\n\n\n\n

•

我们继续获得信贷和资本市场以执行业务战略的能力；

\n\n\n\n\n

•

超出我们控制范围影响我们风险管理活动的市场风险，包括大宗商品价格波动、对手方表现或信用状况以及利率风险；

\n\n\n\n\n

•

我们在德克萨斯州的运营集中；

\n\n\n\n\n

•

不利经济条件对我们的客户的影响；

S-iii

所有这些因素都难以预测，且许多因素超出了我们的控制范围。因此，虽然我们相信这些前瞻性陈述是合理的，但无法保证它们会接近实际经验，也无法保证从中得出的预期会实现。此外，无论由于新信息、未来事件还是其他原因，我们均不承担更新或修订任何前瞻性陈述的义务。

如需考虑的其他因素，请参阅本招股说明书补充文件第 S-6 页的“风险因素”以及我们截至 2025 年 9 月 30 日的 10-K 表年度报告中的“第 1A 项。风险因素”和“第 7 项。管理层对财务状况和经营成果的讨论与分析”，以及我们截至 2025 年 12 月 31 日、2026 年 3 月 31 日和 2026 年 6 月 30 日的 10-Q 表季度报告中的“第 2 项。管理层对财务状况和经营成果的讨论与分析”。另请参阅本招股说明书补充文件和随附招股说明书中的“通过引用方式纳入的某些文件”。

S-iv

Atmos Energy Corporation 是一家仅经营天然气的分销商，是一家总部位于达拉斯的 S&P 500 公司。我们通过受监管的销售和运输安排，安全地向位于南部主要地区的八个州的约 340 万住宅、商业、公共机构和工业客户供应可靠、高效且充足的天然气。我们还在德克萨斯州运营着一条基于管道里程数最大的州内管道之一。

我们通过以下可报告的业务部门管理和审查我们的合并运营：

\n\n\n\n\n

•

分销业务部门由我们在八个州的受监管天然气分销及相关销售业务组成。

\n\n\n\n\n

•

管道和储存业务部门主要由我们在 Atmos Pipeline—Texas 部门的受监管管道和储存业务以及我们在路易斯安那州的天然气输送业务组成。

近期发展

股息宣告。 2026 年 8 月 5 日，我们的董事会宣布对普通股每股派发季度股息 1.00 美元。该股息于 2026 年 9 月 8 日支付给 2026 年 8 月 24 日登记在册的股东。

我们的地址是 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas 75240，电话号码是 (972) 934-9227。我们的互联网网站地址是 www.atmosenergy.com。本网站或任何其他网站上的信息或与本网站连接的信息均不通过引用方式纳入本招股说明书补充文件或随附的招股说明书。

S-1

以下表格列示了Atmos Energy Corporation在指定期间和日期的汇总和分部财务数据。我们从经审计的合并财务报表中获得了截至2025年9月30日、2024年9月30日和2023年9月30日的财年汇总财务数据，从截至2026年6月30日的九个月期间和2025年6月30日的未审计合并财务报表中获得了截至2026年6月30日的九个月期间和2025年6月30日的九个月期间的汇总财务数据。未审计的合并财务报表是根据与经审计财务报表一致的基础编制的，除非在相关附注中另有说明，且在管理层看来，包括所有调整，仅包括为公允列示该期间的财务状况和经营成果所必需的正常经常性调整。请注意，鉴于我们业务的固有季节性，以下列示的截至2026年6月30日的九个月期间的经营成果不一定代表截至2026年9月30日的整个财年的预期结果。

本信息仅为摘要，未提供我们财务报表中的全部信息。因此，您应将以下列示的信息与“第7项：管理层讨论与分析财务状况和经营成果”以及我们截至2025年9月30日财年的年度报告10-K表格中的合并财务报表和相关附注，以及“第2项：管理层讨论与分析财务状况和经营成果”以及我们截至2026年6月30日季度期间的季度报告10-Q表格中的未审计合并财务报表和相关附注一起阅读，其中每一项均通过引用纳入本招股说明书补充文件和附带的招股说明书。

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	截至2026年6月30日的九个月		截至2025年9月30日的财年
	2026		2025			2025		2024	2023
	(未审计)		(以千为单位，每股数据除外)
合并财务数据
运营收入	$	4,184,046		$	3,965,275		$	4,702,755	$	4,165,187	$	4,275,357
购气成本	$	971,530		$	1,067,121		$	1,066,054	$	933,693	$	1,452,173
运营费用	$	1,612,534		$	1,557,668		$	2,076,730	$	1,876,132	$	1,756,037
运营收入	$	1,599,982		$	1,340,486		$	1,559,971	$	1,355,362	$	1,067,147
净收入	$	1,227,552		$	1,023,863		$	1,198,754	$	1,042,895	$	885,862
稀释后每股净收入	$	7.33		$	6.40		$	7.46	$	6.83	$	6.10
每股现金股息	$	3.00		$	2.61		$	3.48	$	3.22	$	2.96
经营活动产生的现金流量	$	1,671,466		$	1,701,332		$	2,049,456	$	1,733,746	$	3,459,743
资本支出	$	3,076,281		$	2,597,787		$	3,561,399	$	2,937,124	$	2,805,973

	截至2026年6月30日		截至2025年9月30日
	2026		2025			2025		2024	2023
	(未审计)		(以千为单位)
总资产	$	31,585,539		$	27,712,527		$	28,249,522	$	25,194,465	$	22,516,968
债务
长期债务(1)	$	9,748,716		$	8,907,983		$	8,907,169	$	7,783,646	$	6,554,133
短期债务(1)(2)	$	502,542		$	11,743		$	11,775	$	1,651	$	243,501
证券化长期债务	$	63,751		$	72,609		$	68,236	$	76,871	$	85,078
证券化长期债务的当期到期额	$	8,858		$	8,418		$	8,767	$	8,207	$	9,922

总债务	$	10,323,867		$	9,000,753		$	8,995,947	$	7,870,375	$	6,892,634
股东权益	$	15,258,058		$	13,385,838		$	13,558,890	$	12,157,669	$	10,870,064

见下页脚注。

S-2


	截至2026年6月30日的九个月		截至2025年9月30日的财年
	2026		2025			2025		2024	2023
	(未审计)		(以千为单位)
分部运营收入
分销	$	1,024,227		$	895,232		$	963,390	$	854,434	$	692,626
管道和储存	$	575,755		$	445,254		$	596,581	$	500,928	$	374,521

合并	$	1,599,982		$	1,340,486		$	1,559,971	$	1,355,362	$	1,067,147

\n\n\n

(1)	长期债务不包括当期到期额。短期债务包括长期债务的当期到期额（其中包括根据现行会计标准确认为当期部分的某些融资租赁义务）和短期债务。

\n\n\n

(2)	我们将当期融资租赁义务计入长期债务的当期到期额中。\n

S-3

地位	这些票据将是我们无担保的优先债务。这些票据将与我们现有的和未来的非担保债务具有同等的偿付权利，并且将优先于任何未来担保债务的偿付权利。这些票据在我们现有和未来担保债务所担保的资产范围内将被有效担保，并且将优先于我们子公司的债务和负债。

\n\n\n

选择性赎回

在 2036 年 8 月 15 日之前，我们可以随时全部或部分赎回这些票据，按本招股说明书补充文件中描述的“补救”赎回价格进行赎回。我们还有权在 2036 年 8 月 15 日或之后随时全部或部分赎回这些票据，按等于所赎回票据本金金额的 100% 加上每种情况下的应付未付利息（如有）至赎回日（不包括赎回日）的赎回价格进行赎回，如“票据描述—选择性赎回”中所述，从本招股说明书补充文件第 S-14 页开始。

\n\n\n

契约	我们将根据一份契约发行这些票据，该契约将限制我们创建抵押品和进入销售和租赁交易的能力。详见随附招股说明书第 10 页开始的“债务证券描述—契约”。

\n\n\n

资金用途	我们估计，扣除承销折扣和我们应付的预计发行费用后，本次发行的净收益约为 6.914 亿美元。我们打算将本次发行的净收益用于一般企业用途。详见本招股说明书补充文件第 S-7 页的“资金用途”。

\n\n\n

受托人	美国银行信托公司，国家协会，作为美国银行国家协会的继承人。

S-4

投资于这些票据存在风险。我们的业务受许多难以预测且超出我们控制的因素影响，这些因素可能对我们的经营成果、财务状况或现金流，或票据的价值产生重大影响。这些风险和不确定性包括在本招股说明书补充文件中引用的文件中的风险因素和其他部分所描述的内容，包括我们截至2025年9月30日财年的10-K表格年度报告中的“第1A项风险因素”。在投资这些票据之前，请仔细考虑这些风险和不确定性以及本招股说明书补充文件和相关招股说明书包含或引用的所有信息。

S-6

下表列示了截至2026年6月30日我们的现金及现金等价物、短期债务和资本结构，按实际数据和调整后的数据列示，调整数据反映了此次发行票据以及根据“资金用途”部分所述使用发行所得资金的情况。您应结合题为“资金用途”的部分以及我们截至2026年6月30日季度期间的季度报告10-Q表格中包含的未经审计的合并财务报表和相关附注阅读此表，该季度报告已引用在本招股说明书补充文件中。


	截至2026年6月30日
	实际数据		调整后数据
	(未经审计)
	(以千美元为单位，除股权数据外)
现金及现金等价物	$	520,953		$	1,212,329

短期债务
长期债务的当期到期部分 (1)	$	502,542		$	502,542
其他短期债务		—			—
证券化长期债务的当期到期部分		8,858			8,858

总短期债务 (1)	$	511,400		$	511,400

长期债务，扣除当期部分	$	9,748,716		$	10,440,092

证券化长期债务，扣除当期部分	$	63,751		$	63,751

股东权益
无面值普通股（按每股0.005美元计价）；4亿股授权；实际和调整后数据为1.68986249亿股已发行和流通股	$	845		$	845
额外实收资本		9,205,951			9,205,951
留存收益		5,590,855			5,590,855
累计其他综合收益		460,407			460,407

股东权益		15,258,058			15,258,058

总资本结构 (2)	$	25,070,525		$	25,761,901

\n\n\n

(1)	包括根据现行会计标准确认为长期债务当期到期部分的融资租赁义务。

\n\n\n

(2)	总资本结构不包括长期债务的当期部分。

S-8

Atmos Energy\nCorporation是一家仅提供天然气的分销商，是一家总部位于达拉斯的标普500公司。我们通过受监管的销售和运输安排，安全地向位于美国南部八个州的约340万住宅、商业、公共机构和工业客户供应可靠、高效且充足的天然气。我们还在德克萨斯州运营着一条按管道长度计算最大的州内管道之一。

经营分部

我们通过以下报告分部来管理和审查我们的合并运营：

\n\n\n\n\n

•

分销业务段 包括我们在八个州的受监管天然气分销及相关销售运营。

\n\n\n\n\n

•

管道和储存业务段 主要包括我们 Atmos Pipeline-Texas 部门（“APT”）的受监管管道和储存运营，以及我们在路易斯安那州的天然气输送运营。

分销业务段概览

下表总结了截至 2025 年 9 月 30 日我们六个受监管天然气分销业务段的关键信息，按总费率基础排序。


业务段	服务区域	服务社区数量		客户表数
Mid-Tex	德克萨斯州，包括达拉斯/ 沃思堡都会区		550		1,830,387
肯塔基/中部地区	肯塔基州		220		176,494
	田纳西州				163,667
	弗吉尼亚州				23,836
路易斯安那州	路易斯安那州		270		360,589
西德克萨斯州	阿马里洛、卢伯克、米德兰		80		316,036
密西西比州	密西西比州		110		249,562
科罗拉多-堪萨斯州	科罗拉多州		170		130,890
	堪萨斯州				140,542

我们根据各个城市和城镇授予的非独家特许经营协议条款在服务区域内开展业务。截至 2025 年 9 月 30 日，我们拥有 1,010 份特许经营协议，其期限通常在 5 至 35 年之间。我们的一些特许经营权每年到期，需要在期限结束前续签。历史上，我们成功续签了这些特许经营权，并认为我们将继续在到期时续签我们的特许经营权。

本运营段的收入由我们运营所在各州的监管机构确定。这些费率旨在足以覆盖业务成本，包括对投资资本的合理回报。此外，我们还通过我们的分销系统为他人运输天然气。

监管机构确定的费率通常包括针对（i）与我们其他成本相比价格波动显著的成本，（ii）构成我们服务成本的重要组成部分，以及（iii）通常超出我们控制范围的成本的成本调整机制。

S-9

购买天然气成本调整机制是一种传统且常见的成本调整机制。购买天然气成本调整机制提供了一种持续回收购买天然气成本的方法，而无需提交费率案件，因为它们对天然气成本的增加或减少提供一对一的抵消。因此，尽管我们分销运营收入的大部分随着我们购买的天然气成本而波动，但分销运营收入通常不受天然气成本波动的影响。

此外，一些司法管辖区有基于绩效的费率调整，以提供激励措施，通过改进储存管理和使用金融工具来减少天然气成本的波动性。在基于绩效的费率调整下，天然气采购成本的节省在公司和客户之间共享。

我们的费率策略侧重于减少或消除监管滞后，获得充分回报，并提供稳定、可预测的利润率，这有利于我们的客户和公司。由于近年来我们在司法管辖区的费率制定努力和立法行动，Atmos Energy 已经：

\n\n\n\n\n

•

在四个州实施的公式费率机制，提供年度费率审查和调整。

\n\n\n\n\n

•

我们各州都设有基础设施计划，为符合条件的资本支出提供年度费率调整。通过我们的年度公式费率机制和基础设施计划，我们能够在六个月内开始收回约95%的资本支出，并在十二个月内收回大部分资本支出。

\n\n\n\n\n

•

在费率表、法规或委员会规则中获得授权，允许我们将某些已发生的服务成本（如折旧、从价税、养老金成本和某些与安全相关的费用）推迟到它们被包含在费率中时再进行回收。

\n\n\n\n\n

•

在七个州设有天气正常化调整机制，旨在减少天气对我们约97%的配电住宅和商业收入的影响。

\n\n\n\n\n

•

在六个州可以收回坏账中天然气成本的部分，这约占我们配电住宅和商业收入的89%。

管道和储存业务概述\n

我们的管道和储存业务包括我们Atmos Pipeline-Texas Division（“APT”）的监管管道和储存运营，以及我们在路易斯安那州的天然气输送业务。APT是德克萨斯州最大的州内管道运营之一，其业务重点集中在德克萨斯州中部、北部和东部的成熟天然气产区，延伸至或靠近Barnett页岩、德克萨斯海湾沿岸和西德克萨斯的二叠纪盆地主要产区。通过其系统，APT为我们的Mid-Tex服务区域、其他第三方地方分销公司、工业和发电客户、营销商和生产商提供运输和储存服务。作为其管道运营的一部分，APT在德克萨斯州拥有并运营五个地下储气设施。

从APT的运输和储存服务中获得的收入受德克萨斯州铁路委员会制定的传统定价机制约束。定价通过根据德克萨斯州天然气可靠性基础设施计划（“GRIP”）提交的定期文件进行更新。GRIP允许我们将前一个日历年中获得的经批准的资本成本纳入我们的定价基数，前提是我们在每五年内至少提交一次完整的定价案例；最近一次已于2023年12月完成。APT现有的监管机制允许某些运输和储存服务以基于市场的费率提供。

我们在路易斯安那州的天然气输配业务包括一条位于路易斯安那州新奥尔良地区的21英里管道，该管道主要用于为我们的输配服务区域聚合天然气供应，在更有限的程度上也为第三方提供服务。对我们路易斯安那州输配服务区域收取的这些服务的需求费需经路易斯安那州公共服务委员会的监管批准。我们还管理两项资产管理计划，为公司的输配附属公司服务，这些计划已获得相关州监管委员会的批准。通常，这些资产管理计划要求我们将从这些安排中获得的大量成本节约与我们的输配客户分享。

S-10

路易斯安那州的长期合同下，并在更有限的程度上为第三方提供服务。对我们路易斯安那州输配服务区域收取的这些服务的需求费需经路易斯安那州公共服务委员会的监管批准。我们还管理两项资产管理计划，为公司的输配附属公司服务，这些计划已获得相关州监管委员会的批准。通常，这些资产管理计划要求我们将从这些安排中获得的大量成本节约与我们的输配客户分享。

其他监管

我们受到各种州或地方公共事业机构的监管。我们还受到美国运输部关于我们的输电和配电设施运营和维护安全要求的监管。此外，我们的运营还受到各种州和联邦法律的监管，这些法律涉及环境问题。有时我们会收到有关各种环境问题的询问。我们认为，我们的财产和运营符合并遵循适用的安全和环境法规。目前没有因环境质量法规而由政府机构提起或已知正在考虑的行政或司法程序，这些程序会对我们的业务或运营产生重大不利影响。美国运输部下属的管道和危险材料安全管理局（\"PHMSA\"）制定并执行管道运输系统安全、可靠和环境友好的运营法规。PHMSA的管道安全法规规定，各州可以接管州内天然气输配管道的安全监管权。州管道安全计划负责制定和执行州内天然气输配管道的联邦和州管道安全法规。

根据《天然气政策法》（\"NGPA\"）第311条，联邦能源监管委员会（\"FERC\"）允许通过我们的APT资产进行天然气运输服务，\"代表\"州际管道或由州际管道服务的本地分销公司，而无需将这些资产置于NGPA下的FERC管辖范围内。此外，FERC对州际管道和储存能力的使用和释放具有监管权。FERC还具有检测和防止市场操纵的权力，并有权要求从事州际商业中天然气销售、购买、运输或储存的公司遵守FERC的其他规则、政策和命令。我们认为我们已采取了我们认为必要和适当的步骤来遵守这些法规。

根据多德-弗兰克法案，证券交易委员会（\"SEC\"）和商品期货交易委员会制定了与美国金融市场相关的多项法规。我们制定了程序并修改了现有的业务实践和合同安排，以遵守这些法规。

竞争

尽管我们的受监管的分销业务目前在我们服务区域内与任何其他向住宅和商业客户提供天然气的分销商没有显著的直接竞争，但我们与其他天然气供应商以及替代燃料供应商在向工业客户销售方面存在竞争。我们在所有业务方面都与替代能源竞争，特别是电力。电力公司提供电力作为替代能源，并在取暖、热水和烹饪市场中竞争。促销优惠、设备效率的提高和促销费率都促进了电气设备的接受度。与替代燃料竞争的主要手段是较低的价格，天然气在住宅、商业和工业市场中历史上一直保持价格优势。

我们的管道和储气业务历史上一直面临来自其他现有州内管道的竞争，这些管道寻求为客户提供或安排运输、储存和其他服务。在过去的几年中，已经完成了几条新管道，这增加了我们业务这一领域的竞争程度。

S-11

截至2025年9月30日，在我们的配气业务中，我们在配气系统中总共拥有约76,000英里的地下配气和输气主管。这些主管位于地役权或通行权上。我们通过持续的检查和维修计划来维护这些主管，并认为我们的主管系统状况良好。通过我们的管道和储气业务，我们拥有约5,700英里的天然气输气管线。

储气资产

我们在多个州拥有地下天然气储气设施，以在需求高峰期补充天然气供应。截至2025年9月30日，我们配气业务的地下天然气储气设施的工作容量为13,103,562百万立方英尺（Mcf），最大日交付能力为212,855百万立方英尺（Mcf），而我们管道和储气业务的地下天然气储气设施的工作容量为53,172,357百万立方英尺（Mcf），最大日交付能力为1,709,000百万立方英尺（Mcf）。\n

此外，我们还租用许多服务于我们的州际管道的地下储气设施的储气服务，以补充我们的自有储气能力。我们租用的储气能力在不同时期可能会有所变化。截至2025年9月30日，我们租用的储气能力如下：(i) 配气业务—最大储气量为80,709,543百万英热单位（MMBtu），最大日提取量为2,345,541百万立方英尺（Mcf）以及(ii) 管道和储气业务—最大储气量为1,500,000百万英热单位（MMBtu），最大日提取量为71,250百万立方英尺（Mcf）。

有关我们储气资产的更多信息，请参阅我们截至2025年9月30日财政年度的年度报告10-K表中的“第2项。财产”。

S-12

我们下面总结了6.000%高级票据（“票据”）的某些条款。这些票据构成了附带招股说明书所述债务证券系列的一部分。这些票据将在2009年3月26日签订的契约（“契约”）下发行，该契约由美国银行信托公司，国家协会作为美国银行国家协会的继受人，作为受托人，根据契约签署的官员证明，规定了适用于票据的具体条款，该证明将注明票据的发行日期（“官员证明”）。

The following description of certain terms of the notes and certain provisions of the\nindenture in this prospectus supplement supplements the description under “Description of Debt Securities” in the accompanying prospectus and, to the extent it is inconsistent with that description, replaces the description in the\naccompanying prospectus. This description is only a summary of the material terms and does not purport to be complete. We urge you to read the indenture because it, and not the description below and in the accompanying prospectus, will define your\nrights as a holder of the notes. We have filed the indenture as an exhibit to our current report on Form 8-K that was filed with the SEC on March 26, 2009. You may obtain a copy of the indenture and the\nofficers’ certificate from us without charge. See “Where You Can Find More Information” in the accompanying prospectus.

一般说明

票据的初始本金总额将限于 7 亿美元。我们可在任何时候，无需经票据持有人同意，发行与票据具有相同优先级、利率、到期日及其他条款（发行日期、公开发行价格以及适用的首次付息日除外）的额外票据。任何此类额外票据，连同本招股说明书补充文件所提供的票据，将构成契约项下的单一系列票据。

票据是 Atmos Energy 的无担保且非次级债务义务。我们可能不时拥有的任何有担保债务，就担保该债务的资产而言，将拥有优先索赔权。截至 2026 年 6 月 30 日，我们拥有 7260 万美元的有担保债务未偿付。票据在付款权利上将与我们所有其他现有及未来的无担保且非次级债务平等排列，并在付款权利上优先于任何次级于票据的未来债务。票据将实际上次于我们所有现有及未来的有担保债务，以及我们的子公司债务和负债。票据不由我们的任何子公司担保，也不是其任何子公司的义务。票据将不会在任何证券交易所上市，也不会在任何自动报价系统上报价。

票据将以记账形式发行，作为由存托信托公司或 DTC 的被指定人名义注册的一张或多张全球票据，面额最低为 2000 美元，以及其后的任何 1000 美元的整数倍。记账票据的受益权益将显示在 DTC 及其参与者维护的记录上，票据的转让将仅通过这些记录进行。

本金和利息的支付

票据将于 2036 年 11 月 15 日到期，年利率为 6.000%。

我们将按年息每年 6.000% 的利率，于票据存续期间的每年 5 月 15 日和 11 月 15 日，以应付利息的方式每半年支付一次利息，自 2027 年 5 月 15 日开始。

票据的利息将从 2026 年 10 月 9 日或我们最近一次已支付或已提供支付利息的付息日起，直至下一个付息日或预定到期日（视情况而定）止累积。我们将按一年 360 天、十二个 30 天月份的基准计算利息。

S-13

我们将在纽约市时间下午 4:15 之后（或联邦储备系统管理委员会每日公布美国政府证券收益率的之后），根据联邦储备系统管理委员会发布的最新统计报告中“Selected Interest Rates (Daily) – H.15”（或任何后续指定或出版物）（“H.15”）下“U.S. government securities–Treasury constant maturities–Nominal”（或任何后续标题）（“H.15 TCM”）标题下，在下午 4:15 之后出现的最近一天的收益率或收益率，确定赎回日前第三个工作日的国债收益率。在确定国债收益率时，我们将选择适用的：(1) H.15 上与赎回日至 Par Call Date 期间（“剩余期限”）完全相等的国债固定期限收益率；或 (2) 如果 H.15 上没有与剩余期限完全相等的国债固定期限收益率，则选择两个收益率——一个对应 H.15 上比剩余期限短一个的国债固定期限收益率，另一个对应 H.15 上比剩余期限长一个的国债固定期限收益率——并使用这些收益率按直线法（使用实际天数）向 Par Call Date 插值，并将结果四舍五入到小数点后三位；或 (3) 如果 H.15 上没有比剩余期限短或长的国债固定期限收益率，则选择 H.15 上最接近剩余期限的单个国债固定期限收益率。就本段而言，H.15 上的适用国债固定期限或期限应被视为具有等于相关月数或年数的到期日，视适用情况而定，从赎回日开始计算。

如果在赎回日前第三个工作日 H.15 TCM 不再发布，我们将根据年利率等于“

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\n纽约时间上午 11:00，在美国国债到期日为或最接近于不可赎回日，且适用时为不可赎回日之前的第二个工作日，该美国国债的赎回日期。如果不存在到期日为不可赎回日的美国国债，但有两个或多个到期日与不可赎回日距离相等的美国国债，其中一个到期日在不可赎回日之前，另一个到期日在不可赎回日之后，我们将选择到期日在不可赎回日之前的美国国债。如果有一个或多个到期日为不可赎回日的美国国债，或有一个或多个符合前一句条件的美国国债，公司应从这些美国国债中选择在纽约时间上午 11:00 的买价和卖价平均值基础上交易最接近面值的美国国债。在根据本段条款确定国债利率时，适用美国国债的到期收益率应以纽约时间上午 11:00 该美国国债的买价和卖价（以本金金额的百分比表示）的平均值为基础，并保留三位小数。

对于部分赎回票据的情况，票据的赎回选择将按比例、抽签或托管人认为适当和公平的任何其他方式进行。本金金额为 2,000 美元或更少的票据将不予部分赎回。如果任何票据仅部分赎回，与该票据相关的赎回通知将说明将被赎回的票据本金金额的份额。将向票据持有人签发本金金额等于票据未赎回份额的新票据，条件是交回原票据以供注销。只要票据由 DTC（或另一托管机构）持有，票据的赎回应按照托管机构的政策和程序进行。任何赎回通知应在赎回日期前至少 10 天但不超过 60 天邮寄或电子送达（或按照托管机构的程序以其他方式传输）给将被赎回的每位票据持有人。\n除非我们在赎回价格支付方面发生违约，否则在赎回日期当天或之后，票据或被要求赎回的部分将停止计息。

我们在确定赎回价格时的行为和决定，除明显错误外，对所有目的均具有决定性和约束力。

为避免疑义，托管人或任何付款代理均不对与任何可选赎回相关的任何计算或选择负责。

无强制赎回

我们无需在到期前赎回票据。

无偿债基金

我们\n无需就票据进行任何偿债基金支付。

受限子公司

截至本招股说明书补充文件之日，根据契据条款，我们的子公司均不被视为受限子公司。

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在向托管人提交文件后的 30 天内，除非此类报告可在 SEC 的 EDGAR 报备系统（或其任何继任系统）上获取，否则我们可能需要根据经修订的 1934 年《证券交易法》第 13 条或第 15(d) 条向 SEC 提交的年度报告以及信息、文件和其他报告（或 SEC 随时通过规则和法规规定的上述任何内容的副本）的副本；或者，如果我们不需要根据上述任何一条条款提交信息、文件或报告，那么我们应根据 SEC 随时规定的规则和法规，向托管人和 SEC 提交可能需要根据经修订的 1934 年《证券交易法》第 13 条，就在全国证券交易所上市和注册的证券，按照此类规则和法规不时规定的任何补充信息和定期信息、文件和报告；

\n\n\n\n

(2)

向托管人和 SEC 提交文件，按照 SEC 随时规定的规则和法规，提交关于我们遵守信托契约条款和契约可能不时要求的此类规则和法规的任何补充信息和文件及报告；

\n\n\n\n

(3)

在向托管人提交后的 30 天内，按照 1939 年《信托契约法》经修订的第 313(c) 条款规定的方式和范围，向所有持有人发送摘要，摘要内容为根据本段第 (1) 和 (2) 条款要求我们提交的任何信息、文件和报告，摘要内容可能需要 SEC 随时规定的规则和法规；

适用法律

票据将受纽约州法律管辖并按照纽约州法律解释。

簿记交割与结算

票据的结算将由承销商以即时可用资金进行。所有本金、溢价（如有）和利息的支付将由我们以即时可用资金进行。

票据将在 DTC 维护的当日资金结算系统内交易，直至到期或提前赎回，因此 DTC 要求票据的二级市场交易活动必须以即时可用资金结算。无法保证以即时可用资金结算对票据交易活动可能产生的影响。

由于时区差异，通过 DTC 参与者进行的交易导致在 Clearstream Banking, société anonyme (“Clearstream”) 或 Euroclear Bank, SA/NV (“Euroclear”) 收到的票据信用，将在随后的证券结算处理期间进行，并计为 DTC 结算日期后的营业日。此类信用或在此期间结算的此类票据的任何交易，将在该营业日报告给相关的 Clearstream 或 Euroclear 参与者。通过 Clearstream 参与者或 Euroclear 参与者向 DTC 参与者出售票据而在 Clearstream 或 Euroclear 收到的现金，将在 DTC 结算日期计值，但仅在 DTC 结算后的营业日才可在相关的 Clearstream 或 Euroclear 现金账户中可用。

尽管 DTC、Clearstream 和 Euroclear 已同意上述程序以促进 DTC、Clearstream 和 Euroclear 参与者之间的票据转让，但他们没有义务执行或继续执行此类程序，且此类程序可随时中止。

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以下摘要讨论了与票据的收购、持有和处置相关的某些重要美国联邦所得税考虑事项。本讨论基于 1986 年《国内税收法典》（经修订）（“法典”）、适用的拟议或颁布的美国财政部法规以及适用的司法和已公布的行政解释，均截至本日有效，且所有这些都可能发生变化，甚至具有追溯力，并可能存在不同的解释。本讨论仅适用于在发行时以原始发行价格首次购买票据并作为“资本资产”（通常为持有用于投资的财产）持有票据的持有人，且不属于套利、对冲、转换交易或其他综合投资的一部分。本讨论仅为一般信息而作的摘要，并不涉及根据持有人具体情况可能相关的所有税收后果，也不涉及根据法典受特殊税收规则或待遇约束的某些类型持有人（例如，银行和其他金融机构、保险公司、免税实体、合伙企业及其他美国联邦所得税目的下的穿透实体或通过此类穿透实体持有票据的投资者、某些前美国公民或居民、“受控外国公司”、“被动外国投资公司”、选择对其证券持仓采用盯市会计方法的证券交易商、证券或货币交易商、受监管投资公司、房地产投资信托、为避免美国联邦所得税而累积收益的公司、受替代最低税或净投资收入 Medicare 缴纳税约束的人员、由于票据的任何应税收入项目被纳入适用的财务报表而受特殊税收会计规则约束的人员，或功能货币不是美元的美国持有人（定义见下文））。此外，本讨论不描述任何州、地方或非美国税收影响，也不描述除所得税以外的美国联邦税法的任何方面。我们未寻求且不会寻求美国国税局（“IRS”）就下述事项作出裁决或法律顾问意见。无法保证 IRS 不会就票据的购买、持有或处置的税收后果采取与下述讨论不同的立场，也无法保证法院不会在诉讼情况下支持 IRS 的任何挑战。

As used herein, the term\n“U.S. Holder” means a beneficial owner of notes that is, for U.S. federal income tax purposes, (a) an individual who is a citizen or resident of the United States, (b) a corporation (or other entity treated as a corporation for\nU.S. federal income tax purposes) created or organized in or under the laws of the United States, or any political subdivision thereof, (c) an estate, the income of which is subject to U.S. federal income taxation regardless of its source, or\n(d) a trust, if (1) a court within the United States is able to exercise primary supervision over the trust’s administration and one or more U.S. persons (as defined under Section 7701(a)(30) of the Code) have the authority to\ncontrol all of its substantial decisions or (2) a valid election to be treated as a U.S. person is in effect under the relevant Treasury regulations with respect to such trust. A “Non-U.S.\nHolder” is an individual, corporation, estate, or trust that (a) is a beneficial owner of the notes and (b) is not a U.S. Holder. Any Non-U.S. Holder who is an individual present in the United\nStates for 183 days or more (which days need not be consecutive) in the taxable year of disposition of a note, and who is not otherwise a resident of the United States for U.S. federal income tax purposes, may be subject to special tax\nprovisions and is urged to consult his or her own tax advisors regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of a note.

The U.S. federal income tax treatment of a partner in a partnership (or an equity interest owner of an entity or arrangement that is treated\nas a partnership for U.S. federal income tax purposes) holding notes generally will depend on the activities of the partnership (or other entity or arrangement that is treated as a partnership for U.S. federal income tax purposes), the status of the\napplicable partner, and certain determinations made at the partner (or owner) level. Each prospective investor that is a partnership (or other entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) should\nconsult its own respective tax advisors regarding the U.S. federal income tax consequences to it and its partners (or its equity interest owners) of the acquisition, ownership, and disposition of the notes.

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EACH PROSPECTIVE HOLDER OF NOTES SHOULD CONSULT ITS OWN TAX ADVISORS WITH RESPECT TO THE\nPARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES TO IT OF THE ACQUISITION, OWNERSHIP, AND DISPOSITION OF THE NOTES AND THE APPLICABLE TAX CONSEQUENCES UNDER STATE, LOCAL, NON-U.S., AND OTHER U.S. FEDERAL TAX\nLAWS (INCLUDING ESTATE AND GIFT TAX CONSEQUENCES) AND THE POSSIBLE EFFECTS OF CHANGES, INCLUDING THOSE THAT MAY HAVE RETROACTIVE EFFECT, IN THE U.S. FEDERAL INCOME TAX AND OTHER TAX LAWS.

U.S. Federal Income Taxation of U.S. Holders

Payments of Interest. It is expected, and this discussion assumes, that the notes (i) will be issued with no more than de\nminimis original issue discount, if any, for U.S. federal income tax purposes, and (ii) will not be subject to the rules applicable to “contingent payment debt instruments” solely as a result of the optional redemption feature\ndescribed in “Description of the Notes—Optional Redemption.”

Stated interest on the notes will be taxable to any U.S.\nHolder as ordinary income at the time such interest accrues or is received in accordance with the U.S. Holder’s regular method of accounting for U.S. federal income tax purposes.

Sale, Retirement, or Other Taxable Disposition. Upon the sale, retirement, or other taxable disposition of a note, a U.S. Holder\ngenerally will recognize taxable gain or loss, as applicable, equal to the difference, if any, between (a) the sum of cash plus the fair market value of other property received on the sale, retirement, or other taxable disposition (except to\nthe extent such cash or property is attributable to accrued interest not previously included in income, which will be treated in the manner described above under “Payments of Interest”) and (b) the U.S. Holder’s adjusted tax\nbasis in the note. A U.S. Holder’s adjusted tax basis in a note generally will equal the amount paid for the note, reduced by any principal payments with respect to the note received by the U.S. Holder. Gain or loss recognized on the sale,\nretirement, or other taxable disposition of a note generally will be capital gain or loss and will be long-term capital gain or loss if, at the time of sale, retirement, or other taxable disposition, the note has been held by the U.S. Holder for\nmore than one year. Certain U.S. Holders (including individuals) are currently eligible for preferential rates of U.S. federal income tax in respect of long-term capital gains. The deductibility of capital losses by U.S. Holders is subject to\nlimitations under the Code. Each U.S. Holder should consult its own tax advisors regarding the treatment of capital gains and losses to it in light of its own particular circumstances.

U.S. Federal Income Taxation of Non-U.S. Holders

Payments of Interest. Subject to the discussion below regarding backup withholding and the Foreign Account Tax Compliance Act, if a Non-U.S. Holder’s income and gains in respect of a note are not effectively connected (or treated as effectively connected) with the conduct by the Non-U.S. Holder of a\nU.S. trade or business (and, if required by an applicable tax treaty, attributable to the Non-U.S. Holder’s permanent establishment in the United States), payments of interest on a note to the Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax, provided that, among other requirements, (a) the Non-U.S. Holder does not own,\ndirectly or indirectly, actually or constructively, 10% or more of the total combined voting power of all classes of our stock entitled to vote within the meaning of Section 871(h)(3)(B) of the Code and the Treasury regulations thereunder,\n(b) the Non-U.S. Holder is not, for U.S. federal income tax purposes, a “controlled foreign corporation” related, directly or constructively, to us through stock ownership (as provided in the\nCode), (c) the Non-U.S. Holder is not a bank receiving the interest on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business (within the\nmeaning of Section 881(c)(3)(A) of the Code), and (d) certain certification requirements (as described below) are met.

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Under the Code and the applicable Treasury regulations, to satisfy the certification\nrequirements and obtain an exemption from U.S. federal withholding tax, either (a) a Non-U.S. Holder must provide its name and address and certify, under penalties of perjury, that such Non-U.S. Holder is not a U.S. person within the meaning of Section 7701(a)(30) of the Code or (b) a securities clearing organization, bank, or other financial institution that holds customers’\nsecurities in the ordinary course of its trade or business (a “Financial Institution”), and that holds the notes on behalf of the Non-U.S. Holder, must certify, under penalties of perjury, that\nsuch certificate has been received from such Non-U.S. Holder by such Financial Institution or by another Financial Institution between such Financial Institution and such\nNon-U.S. Holder, and, if required, must furnish the payor with a copy thereof. Generally, the foregoing certification requirement may be met if a Non-U.S. Holder\ndelivers a properly executed IRS Form W-8BEN or W-8BEN-E (or suitable successor or substitute form). Special rules apply to non-U.S. partnerships, estates, trusts, and other intermediaries, and in certain circumstances, certifications as to foreign status of partners, trust owners, or beneficiaries may have to be provided (including,\nwithout limitation, one or more IRS Forms W-8IMY (or suitable successor or substitute form)). In addition, special rules apply to qualified intermediaries that enter into withholding agreements with the IRS.\n

Payments of interest on a note that do not satisfy all of the foregoing requirements generally will be subject to U.S. federal\nwithholding tax at a rate of 30%, unless either: (a) an applicable income tax treaty reduces or eliminates such tax rate and the Non-U.S. Holder claims the benefit of that treaty by providing a properly\ncompleted and duly executed IRS Form W-8BEN or W-8BEN-E (or suitable successor or substitute form) establishing qualification for\nbenefits under the treaty or (b) the interest is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States and the\nNon-U.S. Holder provides an appropriate statement to that effect on a properly completed and duly executed IRS Form W-8ECI (or suitable successor or substitute form).\n

If interest is effectively connected (or treated as effectively connected) with a U.S. trade or business conducted by a Non-U.S. Holder, the Non-U.S. Holder generally will be subject to U.S. federal income tax in the same manner as a U.S. Holder with respect to interest on a note (and the 30%\nwithholding tax described above generally will not apply, provided a duly executed IRS Form W-8ECI (or suitable successor or substitute form) is provided to us or our paying agent). If a Non-U.S. Holder is eligible for the benefits of an income tax treaty between the United States and such Non-U.S. Holder’s country of residence, and the Non-U.S. Holder satisfies certain certification requirements (including providing the applicable withholding agent with a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or suitable successor or substitute form)), any interest income that is effectively connected with a U.S. trade or business will be subject to U.S. federal income\ntax in the manner specified by the treaty and generally will only be subject to tax on a net basis if such income is attributable to a permanent establishment (or a fixed base in the case of an individual) maintained by the Non-U.S. Holder in the United States. Under certain circumstances, effectively connected interest income received by a corporate Non-U.S. Holder may be subject to an\nadditional “branch profits tax” at a 30% rate (or a lower applicable treaty rate, provided certain certification requirements are met). Non-U.S. Holders that do not timely provide the applicable\nwithholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate tax return with the IRS. Each Non-U.S. Holder should consult its own tax advisors regarding any applicable income tax treaties, which may provide for an exemption from or reduction of withholding tax, exemption from or reduction of branch\nprofits tax, or other rules different from those described above.

Sale, Retirement, or Other Disposition. Subject to the\ndiscussion below of backup withholding and FATCA (defined below), and except with respect to accrued but unpaid interest, which will be taxable as described above under “Payments of Interest,” a\nNon-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the sale, retirement, or other disposition of the notes so long as the Non-U.S. Holder provides us or the paying agent with the appropriate certification, unless (a) the Non-U.S. Holder is an individual who is present in the United States\nfor 183 days or more (which days need not be consecutive) in the taxable year of disposition (regardless of whether such holder is considered a resident of the United States or not), and certain other conditions are met or (b) the gain is\neffectively connected (or treated as

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\neffectively connected) with the conduct of a U.S. trade or business by the Non-U.S. Holder (and, if an applicable income tax treaty applies and so\nrequires, is attributable to a permanent establishment or fixed base, as applicable, maintained by the Non-U.S. Holder in the United States). If the exception in (a) applies, the Non-U.S. Holder generally will be subject to U.S. federal income tax at a rate of 30% on the amount by which its U.S.-source capital gains exceed its U.S.-source capital losses. If the exception in (b) applies,\nthe Non-U.S. Holder generally will be subject to U.S. federal income tax on the net gain derived from the sale or other disposition of the notes in the same manner as a U.S. Holder. In either case, if a Non-U.S. Holder is eligible for the benefits of an income tax treaty between the United States and such Non-U.S. Holder’s country of residence, the U.S. federal income\ntax treatment of any such gain may be modified in the manner specified by such treaty. In addition, corporate Non-U.S. Holders may be subject to an additional 30% (or a lower applicable treaty rate) branch\nprofits tax on any effectively connected earnings and profits.

Information Reporting and Backup Withholding

U.S. Holders. Generally, information reporting will apply to payments of principal and interest on the notes to a U.S. Holder and to\nthe proceeds of a sale, retirement, or other disposition of the notes, unless the U.S. Holder is an exempt recipient (such as a corporation). Backup withholding (currently at the rate of 24%) generally will apply to such payments unless a U.S.\nHolder (a) is an exempt recipient and, when required, demonstrates this fact, or (b) provides the payor with its U.S. taxpayer identification number (“TIN”), certifies that the TIN provided to the payor is correct (typically by\nproviding such certification on IRS Form W-9) and that the U.S. Holder has not been notified by the IRS that such U.S. Holder is subject to backup withholding, and otherwise complies with applicable\nrequirements of the backup withholding rules. Any amount withheld under the backup withholding rules generally will be allowed as a refund or credit against a U.S. Holder’s U.S. federal income tax liability, provided that the required\ninformation is timely furnished to the IRS. U.S. Holders should consult their own tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, if applicable.

Non-U.S. Holders. When required, we or our paying agent will report payments of interest on the\nnotes to a Non-U.S. Holder and the amount of any tax withheld from such payments annually to the IRS and to the Non-U.S. Holder. Copies of these information returns may\nbe made available by the IRS to the tax authorities of the country in which the Non-U.S. Holder is a resident under the provisions of an applicable tax treaty. Backup withholding of U.S. federal income tax\ngenerally will not apply to payments of interest on the notes to a Non-U.S. Holder if the Non-U.S. Holder certifies under penalties of perjury that it is not a U.S.\nperson and otherwise establishes an exemption, provided that the payor does not have actual knowledge or reason to know that such certification is unreliable or that the conditions of the exemption are in fact not satisfied, and the applicable\nwithholding agent has received the required certification that the Non-U.S. Holder is not a U.S. person, as described above.

Payments of the proceeds of the sale, retirement, or other disposition of the notes by a Non-U.S.\nHolder effected by or through a foreign office of a U.S. broker or of a foreign broker with certain specified U.S. connections will be subject to information reporting requirements, but generally not backup withholding, unless the broker has actual\nknowledge or reason to know that the payee (on behalf of which the broker acted) is not a U.S. person. Payments of the proceeds of a sale, retirement, or other disposition of the notes by a Non-U.S. Holder\neffected by or through the U.S. office of a broker will be subject to information reporting and backup withholding unless the payee certifies under penalties of perjury that it is not a U.S. person and otherwise establishes an exemption, provided\nthat the payor does not have actual knowledge or reason to know that such certification is unreliable or that the conditions of the exemption are in fact not satisfied.

Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules generally will be allowed as a refund or\ncredit against a Non-U.S. Holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

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Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code, the Treasury regulations promulgated thereunder and other governmental notices with respect thereto\n(collectively, “FATCA”) could impose a withholding tax of 30% (“FATCA Withholding”) on interest income (including any amount treated as interest for U.S. federal income tax purposes) and other periodic payments on the notes\npaid to any Non-U.S. Holder or any non-U.S. person or entity that receives such income (a “non-U.S. payee”) on behalf\nof a Non-U.S. Holder, unless the Non-U.S. Holder and each non-U.S. payee in the payment chain complies with the applicable\ninformation reporting, account identification, withholding, certification, and other FATCA-related requirements (including any requirements set forth in an intergovernmental agreement entered into by the United States and another applicable\njurisdiction to facilitate the application and implementation of FATCA (an “IGA”)). In the case of a payee that is a non-U.S. financial institution (for example, a clearing system, custodian,\nnominee, or broker), withholding generally will not be imposed if the financial institution complies with the requirements imposed by FATCA to collect and report (to the U.S. or another relevant taxing authority) substantial information regarding\nsuch institution’s U.S. account holders (which would include some account holders that are non-U.S. entities but have U.S. owners). Other payees, including individuals, may be required to provide proof\nof tax residence or waivers of confidentiality laws and/or, in the case of non-U.S. entities, certification or information relating to their U.S. ownership.

FATCA Withholding may be imposed at any point in a payment chain if a non-U.S. payee is not compliant\nwith the applicable FATCA requirements. A payment chain may consist of a number of parties, including a paying agent, a clearing system, each of the clearing system’s participants, and a non-U.S. bank or\nbroker through which a Non-U.S. Holder holds the notes. Accordingly, if a Non-U.S. Holder receives payments through a payment chain that includes one or more non-U.S. payees, the payment could be subject to FATCA Withholding if any non-U.S. payee in the payment chain fails to comply with the FATCA requirements and is subject to\nwithholding. This would be the case even if the Non-U.S. Holder would not otherwise have been directly subject to FATCA Withholding.

A number of countries have entered into IGAs. While the existence of an IGA will not eliminate the risk that the notes will be subject to\nFATCA Withholding, these agreements are expected to facilitate compliance with the FATCA requirements, thereby reducing the likelihood that FATCA Withholding will occur for investors in (or investors that indirectly hold notes through financial\ninstitutions in) those countries.

FATCA Withholding could apply to all interest (including original issue discount, if any) and other\nperiodic payments made on the notes. While FATCA Withholding would have originally included payments of gross proceeds from the sale, retirement, or other disposition of a note, proposed U.S. Treasury regulations provide that such payments of gross\nproceeds (other than the amount treated as interest) are not subject to FATCA Withholding. Taxpayers generally may rely on these proposed Treasury regulations until they are revoked or final U.S. Treasury regulations are issued, but there is no\nguarantee that the proposed Treasury regulations will be finalized in their current form. Foreign financial institutions located in jurisdictions that have an IGA with the United States with respect to these rules may be subject to different rules.\nEach prospective investor should consult its own tax advisors regarding the effect of FATCA on its investment in the notes in light of its own circumstances.

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UNDERWRITING

We are offering the notes described in this prospectus supplement through a number of underwriters. BNP Paribas Securities Corp., Credit\nAgricole Securities (USA) Inc. and U.S. Bancorp Investments, Inc. are acting as the representatives of the underwriters. We have entered into a firm commitment underwriting agreement with the representatives. Subject to the terms and conditions of\nthe underwriting agreement, we have agreed to sell to the underwriters, and each underwriter has severally, and not jointly, agreed to purchase, the aggregate principal amount of notes listed next to its name in the following table:

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


Underwriter	Principal Amount of the Notes
BNP Paribas Securities Corp.	$	154,000,000
Credit Agricole Securities (USA) Inc.	$	154,000,000
U.S. Bancorp Investments, Inc.	$	154,000,000
CIBC World Markets Corp.	$	73,500,000
MUFG Securities Americas Inc.	$	73,500,000
TD Securities (USA) LLC	$	73,500,000
Huntington Securities Inc.	$	17,500,000

Total	$	700,000,000

The underwriting agreement is subject to a number of terms and conditions and provides that the underwriters\nmust buy all of the notes if they buy any of them. The underwriters will sell the notes to the public when and if the underwriters buy the notes from us.

The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

The underwriters have advised us that they propose initially to offer the notes to the public at the public offering price set forth on the\ncover of this prospectus supplement, and to certain dealers at such price less a concession not in excess of 0.400% of the principal amount of the notes. The underwriters may allow, and such dealers may reallow, a concession not in excess of 0.250%\nof the principal amount of the notes to certain other dealers. After the public offering of the notes, the public offering price and other selling terms may be changed.

We estimate that our total expenses of the offering, excluding the underwriting discount, will be approximately $1.5 million.

We have agreed to indemnify the several underwriters against, or contribute to payments that the underwriters may be required to make in\nrespect of, certain liabilities, including liabilities under the Securities Act.

The notes are a new issue of securities with no\nestablished trading market. The notes will not be listed on any securities exchange or quoted on any automated dealer quotation system. The underwriters may make a market in the notes after completion of the offering, but will not be obligated to do\nso 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 notes or that an active public market for the notes will develop. If an active public market\nfor the notes does not develop, the market price and liquidity of the notes may be adversely affected.

In connection with the offering of\nthe notes, certain of the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the notes. Specifically, the underwriters may over allot in connection with the offering, creating a short position. In\naddition, the underwriters may bid for, and purchase, the notes in the open market to cover short positions or to stabilize the price of the notes. Any of these activities may stabilize or maintain the market price of the notes above independent\nmarket levels, but no representation is

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\nmade hereby of the magnitude of any effect that the transactions described above may have on the market price of the notes. The underwriters will not be required to engage in these activities,\nbut may engage in these activities, or may end any of these activities, at any time without notice.

The underwriters and their respective\naffiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging,\nfinancing and brokerage activities. In the ordinary course of business, certain of the underwriters or their affiliates have provided and may in the future provide commercial, financial advisory or investment banking services for us and our\nsubsidiaries for which they have received or will receive customary compensation. Certain of the underwriters or their respective affiliates are lenders under our revolving credit facilities. Certain underwriters or certain of their affiliates are\ndealers under our commercial paper program. U.S. Bancorp Investments, Inc., one of the underwriters, is an affiliate of the trustee.

In\nthe ordinary course of 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\ninstruments (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. Certain of the underwriters or their affiliates\nthat have a lending relationship with us routinely hedge, or may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering\ninto 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 such credit default swaps or short positions could adversely\naffect future trading prices of the notes offered hereby. 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\nmay at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We\nexpect that delivery of the notes will be made against payment therefor on or about October 9, 2026, which will be the third business day following the date of the pricing of the notes (such settlement cycle being referred to as “T+3”).\nUnder Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally settle in one business day, and purchasers who wish to trade notes on the date of pricing or any\nsubsequent date that is prior to the business day preceding the date on which we deliver the notes may be required, by virtue of the fact that the notes initially settle in T+3, to specify alternate settlement arrangements to prevent a failed\nsettlement. Purchasers of the notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisers.

Selling Restrictions

European\nEconomic Area

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or\notherwise made available to any retail investor in the European Economic Area (“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)\nof Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a\nprofessional 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\ndocument required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or\nselling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. This prospectus supplement has been prepared on the basis that any

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\noffer of 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 notes. This\nprospectus supplement is not a prospectus for the purposes of the Prospectus Regulation.

Notice to Prospective Investors in the United Kingdom\n

The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made\navailable to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor is defined in rule 1A.1.5 of the Financial Conduct Authority’s (“FCA”) Product Disclosure Sourcebook\n(“DISC”). Consequently, no disclosures have been prepared for the notes as required by the Consumer Composite Investments (Designated Activities) Regulations 2024/1198 (“CCI Regulations”) and associated rules of the FCA\n(including those in DISC). Therefore, offering, selling or advising on the notes or otherwise making them available to any retail investor in the UK may be unlawful under the CCI Regulations, the Financial Services and Markets Act 2000\n(“FSMA”), and/or a breach of FCA rules.

This prospectus supplement has been prepared on the basis that any offer of notes in\nthe UK will be made pursuant to an exemption to the prohibition on offers of notes to the public in the UK under the Public Offers and Admissions to Trading Regulations 2024 (the “POATRs”). For this reason, any such offer can be made\nonly to qualified investors as defined in paragraph 15 of schedule 1 to the POATRs or in any other circumstances falling within schedule 1 to the POATRs. For these purposes, an “offer to the public” means a communication to any person\nwhich presents sufficient information on the notes to be offered and the terms on which they are to be offered to enable an investor to buy or subscribe for the notes. This prospectus supplement is not a prospectus for the purposes of the POATRs.\n

This prospectus supplement is for distribution only to persons who (i) have professional experience in matters relating to\ninvestments and who qualify as investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons\nfalling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or\ninducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together\nbeing referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document\nrelates is available only to relevant persons and will be engaged in only with relevant persons.

Canada

The notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in\nNational Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument\n31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and by purchasing the notes, the Canadian purchaser thereof will be deemed to have represented and warranted as\nsuch to the underwriters. Any resale of the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

The notes will be subject to the following legend restriction: “Unless permitted under securities legislation, the holder of the notes\nmust not trade the security before the date that is 4 months and a day after the later of (i) the date of distribution of the notes, and (ii) the date the issuer became a reporting issuer in any province or territory.” In the event\nthat no physical certificates representing the notes are provided to the purchaser (including if the notes are entered into direct registration or other electronic book-entry system), the above constitutes written notice pursuant to, and as required\nby, Section 2.5(2)(3.1) of National Instrument NI 45-102 Resale of Securities (“NI 45-102”) of the legend requirement set out in section 2.5 of NI 45-102.

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Securities legislation in certain provinces or territories of Canada may provide a purchaser\nwith 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 purchaser\nwithin 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\nparticulars 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\n33-105 regarding underwriter conflicts of interest in connection with this offering.

Switzerland\n

This prospectus supplement and the accompanying prospectus is not intended to constitute an offer or solicitation to purchase or\ninvest in the notes. The notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act (as amended, “FinSA”) except under the following exemptions under the FinSA:\n(i) to any investor that qualifies as a professional client within the meaning of the FinSA; or (ii) in any other circumstances falling within article 36 of the FinSA; provided, in each case, that no such offer of notes referred to in\n(i) and (ii) above shall require the publication of a prospectus for offers of notes pursuant to the FinSA. No application has or will be made to admit the notes to trading on any trading venue (exchange or multilateral trading facility)\nin Switzerland. Neither this prospectus supplement and the accompanying prospectus nor any other offering or marketing material relating to the notes constitutes a prospectus pursuant to the FinSA, and neither this prospectus supplement and the\naccompanying prospectus nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in Switzerland.

Singapore

This prospectus\nsupplement and the accompanying prospectus has not been, and will not be, registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement, the accompanying prospectus and any other document or material in\nconnection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether\ndirectly or indirectly, to persons in Singapore other than: (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”))\npursuant to Section 274 of the SFA; (ii) to a relevant person (as defined in Section 275(2)) pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in\nSection 275, of the SFA; or (iii) otherwise pursuant to, and in accordance with exemptions in Subdivision 4, Division 1, Part 13 of the SFA, or as otherwise pursuant to, and in accordance with the conditions of, any other applicable\nprovision of the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold\ninvestments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a\ntrust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities or securities-based derivatives contracts (each term as\ndefined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes\npursuant to an offer made under Section 275 of the SFA except:

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(a) to an institutional investor or to a relevant person, or to any person as a result of\nan offer referred to in Section 275(1A) or Section 276(4)(c)(ii) of the SFA;

(b) where no consideration is or will be given\nfor the transfer;

(d) as specified in Section 276(7) of the SFA.

In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the\n“CMP Regulations 2018”), unless otherwise specified before an offer of notes, the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA) that the notes are “prescribed\ncapital 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 FAA-N16: Notice on Recommendations on Investment Products).

Singapore SFA Product\nClassification—Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, we have determined, and hereby notify all relevant persons (as defined in Section 309A(1) of the SFA) that the notes\nare “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\nProducts and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Japan\n

The notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of\n1948 of Japan, as amended, the FIEA) and each underwriter has represented and agreed that it has not and will not offer or sell any notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (including any person\nresident in Japan, any corporation or other entity organized under the laws of Japan or having its main office in Japan, or a branch, agency or other office in Japan of a non-resident, irrespective of whether\nit is legally authorized to represent its principal), or to others for reoffering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of\nthe FIEA and otherwise in compliance with any applicable rules, regulations and governmental guidelines of Japan.

Taiwan

The notes have not been and will not be registered with the Financial Supervisory Commission of Taiwan, the Republic of China\n(“Taiwan”), pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in any manner which would constitute an offer within the meaning of the Securities and Exchange Act of\nTaiwan or would otherwise require registration with or the 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 or\nsale of the notes in Taiwan unless such offer, sale, giving advice or intermediation is permitted under applicable Taiwan laws and regulations.

Republic of Korea

The notes may\nnot be offered, sold and delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the\napplicable laws and regulations of Korea, including the Financial Investment Services and Capital Markets Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The notes will not be registered with the Financial\nServices Commission of Korea for public offering in Korea. Furthermore, the notes may not

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\nbe re-sold to Korean residents unless the purchaser of the notes complies with all applicable regulatory requirements (including but not limited to\ngovernment approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with their purchase.

Notice to Prospective Investors in the United Arab Emirates (Onshore UAE, Dubai International Financial Centre and Abu Dhabi Global Market)

Onshore UAE

The notes are not intended\nto, and should not, be promoted or offered to any investor in the United Arab Emirates outside of the financial free zones (“Onshore UAE”), unless these are promoted or offered under one of the exemptions for promoting financial products\n(an “Exempt Promotion”), as these are provided for in the relevant legislations administered by the Capital Markets Authority (the “CMA”), namely the “CMA Rulebook”, as amended, supplemented or replaced from time\nto time. Consequently, the notes may only be promoted or offered in circumstances where such promotion or offer would constitute an Exempt Promotion. This prospectus supplement has been prepared on the basis that any promotion or offer of notes in\nOnshore UAE will be made pursuant to an Exempt Promotion.

This prospectus supplement is for distribution only to investors in Onshore UAE\nwho: (i) qualify as Professional Investors under the CMA Rulebook; or (ii) have made an unsolicited request to invest in the notes.

This prospectus supplement is directed only at its intended recipients and must not be acted on or relied on by persons who are not its\nintended recipients, and may not be reproduced or used for any other purpose. This prospectus supplement is provided for information purposes only and does not constitute investment, legal, tax, accounting or other professional advice. It is not,\nand does not contain, an offer to issue or sell, or to subscribe for or purchase, any financial product, nor is it intended to influence an investor’s decision to invest and is it not a recommendation for a recipient to buy, sell or hold any\nparticular investment or participate in any particular trading strategy. The intended recipients should make their own independent assessment of the merits of this investment opportunity and should consult their own professional advisors.

This prospectus supplement has not been reviewed, approved or registered with the CMA.

DIFC

The notes are not intended to, and\nshould not, be promoted or offered to any investor in the Dubai International Financial Centre (“DIFC”), unless these are promoted under one of the exemptions for promoting securities (an “Exempt Financial Promotion”) or\noffered under one of the exemptions for offering securities (an “Exempt Offer”), as these are provided for in the legislation administered in the DIFC by the Dubai Financial Services Authority (the “DFSA”) namely the DIFC\nMarkets Law and the DFSA Rulebook, as amended, supplemented or replaced from time to time. Consequently, promoting the notes to an investor in the DIFC in circumstances which does not constitute an Exempt Financial Promotion, and offering the notes\nto an investor in the DIFC in circumstances which does not constitute an Exempt Offer, may be unlawful under DFSA-administered legislation. This prospectus supplement has been prepared on the basis that any promotion of notes in the DIFC will be\nmade pursuant to an Exempt Financial Promotion and any offer of notes in the DIFC will be made pursuant to an Exempt Offer.

This\nprospectus supplement is for distribution only in circumstances where such promotion or offer would constitute an Exempt Offer. This document is directed only at its intended recipients and must not be acted on or relied on by persons who are not\nits intended recipients, and may not be reproduced or used for any other purpose. This prospectus supplement is provided for information purposes only and does not constitute investment, legal, tax, accounting or other professional advice. It is\nnot, and does not contain, an offer to issue or sell, or to subscribe for or purchase, any financial product, nor is it intended to influence an investor’s decision to

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\ninvest and is it not a recommendation for a recipient to buy, sell or hold any particular investment or participate in any particular trading strategy. The intended recipients should make their\nown independent assessment of the merits of this investment opportunity and should consult their own professional advisors.

This\nprospectus supplement has not been reviewed, approved or registered with the DFSA.

ADGM

The notes are not intended to, and must not, be promoted or offered to any investor in the Abu Dhabi Global Market (“ADGM”), unless\npromoted under one of the exemptions for promoting securities including but not limited to an exempt communication (an “Exempt Financial Promotion”) or offered under one of the exemptions for offering securities (an “Exempt\nOffer”), as these are provided for in the legislation administered in the ADGM by the Financial Services Regulatory Authority (the “FSRA”) namely the Financial Services and Markets Regulations 2015 and the FSRA Market Rulebook, as\namended, supplemented or replaced from time to time. Consequently, promoting the notes to an investor in the ADGM in circumstances which does not constitute an Exempt Financial Promotion, and offering the notes to an investor in the ADGM in\ncircumstances which does not constitute an Exempt Offer, may be unlawful under FSRA-administered legislation. This prospectus supplement has been prepared on the basis that any promotion of notes in the ADGM will be made pursuant to an Exempt\nFinancial Promotion and any offer of notes in the ADGM will be made pursuant to an Exempt Offer. This prospectus supplement is for distribution only in circumstances where such promotion or offer would constitute an Exempt Offer. This document is\ndirected only at its intended recipients and must not be acted on or relied on by persons who are not its intended recipients, and may not be reproduced or used for any other purpose. This prospectus supplement is provided for information purposes\nonly and does not constitute investment, legal, tax, accounting or other professional advice. It is not, and does not contain, an offer to issue or sell, or to subscribe for or purchase, any financial product, nor is it intended to influence an\ninvestor’s decision to invest and is it not a recommendation for a recipient to buy, sell or hold any particular investment or participate in any particular trading strategy. The intended recipients should make their own independent assessment\nof the merits of this investment opportunity and should consult their own professional advisors.

This prospectus supplement has not been\nreviewed, approved or registered with the FSRA.

S-28

LEGAL MATTERS

Gibson, Dunn & Crutcher LLP and Hunton Andrews Kurth LLP will opine for us as to the validity of the offered notes. Certain legal\nmatters with respect to the offering of the notes will be passed upon for the underwriters by Norton Rose Fulbright US LLP.

EXPERTS

The consolidated financial statements of Atmos Energy Corporation appearing in Atmos Energy Corporation’s Annual\nReport (Form 10-K) for the year ended September 30, 2025, and the effectiveness of Atmos Energy Corporation’s internal control over financial reporting as of September 30, 2025 have been\naudited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by\nreference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

With respect to the\nunaudited condensed consolidated interim financial information of Atmos Energy Corporation for the three- and nine-month periods ended June 30, 2026 and 2025, incorporated by reference in this Prospectus, Ernst & Young LLP reported\nthat they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated August 5, 2026, included in Atmos Energy Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, and incorporated by reference herein, states that they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree\nof reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. Ernst & Young LLP is not subject to the liability provisions of Section 11 of the Securities Act of\n1933 (the “Act”) for their report on the unaudited interim financial information because that report is not a “report” or a “part” of the Registration Statement prepared or certified by Ernst & Young LLP\nwithin the meaning of Sections 7 and 11 of the Act.

S-29

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information in this prospectus supplement that we have filed with the SEC. This\nmeans that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying\nprospectus, except for any information that is superseded by information that is included directly in this prospectus supplement or the accompanying prospectus.

We incorporate by reference into this prospectus supplement the documents listed below and any future filings we make with the SEC under\nSections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering. These additional documents include periodic reports, such as annual reports on Form 10-K and quarterly\nreports on Form 10-Q, and current reports on Form 8-K (other than information furnished under Items 2.02 and 7.01 or corresponding information furnished under\nItem 9.01 as an exhibit, which is deemed not to be incorporated by reference in this prospectus supplement), as well as proxy statements (other than information identified in them as not incorporated by reference). You should review these\nfilings as they may disclose a change in our business, prospects, financial condition or other affairs after the date of this prospectus supplement.

This prospectus supplement incorporates by reference the documents listed below that we have filed with the SEC but have not been included or\ndelivered with this document:

\n\n\n\n\n

•

Our annual report on Form\n 10-K for the fiscal year ended September 30, 2025;

\n\n\n\n\n

•

The sections of our definitive\n proxy statement for the annual meeting of shareholders on February \n4, 2026 incorporated by reference into our annual report on Form 10-K for\nthe year ended September 30, 2025;

\n\n\n\n\n

•

Our quarterly reports on Form 10-Q for the quarterly periods ended December 31,\n 2025, March \n31, 2026 and June 30, 2026; and

\n\n\n\n\n

•

Our current reports on Form 8-K filed on October\n 1, 2025 (two filed on this date), February\n 10, 2026, March \n30, 2026, June \n18, 2026 (two filed on this date) and August 10,\n 2026.

These documents contain important information about us and our financial condition.

You may obtain a copy of any of these filings, or any of our future filings, from us without charge by requesting it in writing or by\ntelephone at the following address or telephone number:

Atmos Energy Corporation

1800 Three Lincoln Centre

5430 LBJ\nFreeway

Dallas, Texas 75240

Attention: Daniel M. Meziere

(972)\n934-9227

Our website is www.atmosenergy.com; any information on or connected to our\nwebsite is not part of this prospectus supplement.

S-30

PROSPECTUS

\n\n\n $\"LOGO\"$ \n

Atmos Energy Corporation

By this prospectus, we offer up to

$8,000,000,000

of debt\nsecurities and common stock.

We will provide specific terms of these securities in supplements to this prospectus. This prospectus may not be used to sell securities\nunless accompanied by a prospectus supplement. You should read this prospectus and the applicable prospectus supplement carefully before you invest.

Investing in these securities involves risks. See “Risk Factors” on page 3 of this\nprospectus, in the applicable prospectus supplement and in the documents incorporated by reference.

Our common stock is listed on the\nNew York Stock Exchange under the symbol “ATO.”

Our address is 1800 Three Lincoln Centre, 5430 LBJ Freeway, Dallas, Texas\n75240, and our telephone number is (972) 934-9227.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities or determined\nif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated\nDecember 3, 2024

We have not authorized any other person to provide you with any information or to make any\nrepresentation that is different from, or in addition to, the information and representations contained in this prospectus or in any of the documents that are incorporated by reference in this prospectus. We take no responsibility for, and can\nprovide no assurances as to the reliability of, any other information that others may give you or representations that others may make. We are not making or soliciting an offer of any securities other than the securities described in this prospectus\nand any prospectus supplement. You should assume that the information appearing in this prospectus, as well as the information contained in any document incorporated by reference, is accurate as of the date of each such document only, unless the\ninformation specifically indicates that another date applies.

TABLE OF CONTENTS

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n


	Page
Cautionary Statement Regarding Forward-Looking Statements		1
Risk Factors		3
Atmos Energy Corporation		3
Securities We May Offer		3
Use of Proceeds		4
Description of Debt Securities		5
Description of Common Stock		20
Plan of Distribution		22
Legal Matters		24
Experts		24
Where You Can Find More Information		24
Incorporation of Certain Documents by Reference		25

The distribution of this prospectus may be restricted by law in certain jurisdictions. You should inform\nyourself about and observe any of these restrictions. This prospectus does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in\nwhich the person making the offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make the offer or solicitation.

The terms “we,” “our,” “us,” and “Atmos Energy” refer to Atmos Energy Corporation and its\nsubsidiaries unless the context suggests otherwise. The term “you” refers to a prospective investor.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS\n

Statements contained or incorporated by reference in this prospectus that are not statements of historical fact are\n“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the\n“Exchange Act”). All statements other than statements of historical fact included in this prospectus are forward-looking statements made in good faith by us and are intended to qualify for the safe harbor from liability established by\nthe Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s beliefs as well as assumptions made by, and information currently available to, management. When used in this prospectus, the words\n“anticipate,” “believe,” “estimate,” “expect,” forecast,” “goal,” “intend,” “objective,” “plan,” “projection,” “seek,”\n“strategy” or similar words are intended to identify forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied\nin the statements relating to our strategy, operations, markets, services, rates, recovery of costs, availability of gas supply and other factors. These risks and uncertainties include the following:

\n\n\n\n\n

•

federal, state and local regulatory and political trends and decisions, including the impact of rate proceedings\nbefore various state regulatory commissions;

\n\n\n\n\n

•

increased federal regulatory oversight and potential penalties;

\n\n\n\n\n

•

possible increased federal, state and local regulation of the safety of our operations;

\n\n\n\n\n

•

possible significant costs and liabilities resulting from pipeline integrity and other similar programs and\nrelated repairs;

\n\n\n\n\n

•

the inherent hazards and risks involved in distributing, transporting and storing natural gas;\n

\n\n\n\n\n

•

the availability and accessibility of contracted gas supplies, interstate pipeline and/or storage services;\n

\n\n\n\n\n

•

increased competition from energy suppliers and alternative forms of energy;

\n\n\n\n\n

•

failure to attract and retain a qualified workforce;

\n\n\n\n\n

•

natural disasters, adverse weather, terrorist activities or other events and other risks and uncertainties\ndiscussed herein or in our reports filed with the SEC, all of which are difficult to predict and many of which are beyond our control;

\n\n\n\n\n

•

failure of technology that affects the Company’s business operations;

\n\n\n\n\n

•

the threat of cyber-attacks or acts of cyber-terrorism that could disrupt our business operations and information\ntechnology systems or result in the loss or exposure of confidential or sensitive customer, employee or Company information;

\n\n\n\n\n

•

the impact of new cybersecurity compliance requirements;

\n\n\n\n\n

•

adverse weather conditions;

\n\n\n\n\n

•

the impact of legislation to reduce or eliminate greenhouse gas emissions or fossil fuels;

\n\n\n\n\n

•

the impact of climate change;

\n\n\n\n\n

•

the capital-intensive nature of our business;

\n\n\n\n\n

•

our ability to continue to access the credit and capital markets to execute our business strategy;\n

\n\n\n\n\n

•

market risks beyond our control affecting our risk management activities, including commodity price volatility,\ncounterparty performance or creditworthiness and interest rate risk;

\n\n\n\n\n

•

the concentration of our operations in Texas;

\n\n\n\n\n

•

the impact of adverse economic conditions on our customers;

\n\n\n\n\n

•

changes in the availability and price of natural gas;

\n\n\n\n\n

•

increased costs of providing health care benefits, along with pension and postretirement health care benefits and\nincreased funding requirements; and

\n\n\n\n\n

•

other risks and uncertainties discussed in this prospectus, any accompanying prospectus supplement and our other\nfilings with the SEC.

All of these factors are difficult to predict and many are beyond our control. Accordingly, while\nwe believe these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, we undertake no obligation to update or revise\nany of our forward-looking statements, whether as a result of new information, future events or otherwise.

For additional factors you\nshould consider, please see “Risk Factors” below, “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024. See also “Incorporation of Certain Documents by Reference” on page 25 of this prospectus, as well as the applicable prospectus supplement.

RISK FACTORS

Investing in our debt securities or our common stock involves risks. Our business is influenced by many factors that are difficult to predict\nand beyond our control and that involve uncertainties that may materially affect our results of operations, financial condition or cash flows, or the value of these securities. These risks and uncertainties include those described in the risk\nfactors and other sections of the documents that are incorporated by reference in this prospectus. Subsequent prospectus supplements may contain a discussion of additional risks applicable to an investment in us and the particular type of securities\nwe are offering under the prospectus supplements. You should carefully consider all of the information contained in or incorporated by reference in this prospectus or in the applicable prospectus supplement before you invest in our debt securities\nor common stock.

ATMOS ENERGY CORPORATION

Atmos Energy Corporation, headquartered in Dallas, Texas, and incorporated in Texas and Virginia, is the country’s largest natural-gas-only distributor based on number of customers. We safely deliver reliable, efficient and abundant natural gas through regulated sales and transportation\narrangements to over 3.3 million residential, commercial, public authority and industrial customers in eight states located primarily in the South. We also operate one of the largest intrastate pipelines in Texas based on miles of pipe.

We manage and review our consolidated operations through the following reportable segments:

\n\n\n\n\n

•

The distribution segment is comprised of our regulated natural gas distribution and related sales\noperations in eight states.

\n\n\n\n\n

•

The pipeline and storage segment is comprised primarily of the regulated pipeline and storage operations\nof our Atmos Pipeline-Texas division and our natural gas transmission operations in Louisiana.

SECURITIES WE MAY OFFER

Types of Securities

The types of\nsecurities that we may offer and sell from time to time by this prospectus are:

\n\n\n\n\n

•

debt securities, which we may issue in one or more series and which may include provisions regarding conversion\nof the debt securities into our common stock; and

\n\n\n\n\n

•

common stock.

The aggregate initial offering price of all securities sold will not exceed $8,000,000,000. We will determine when we sell securities, the\namounts of securities we will sell and the prices and other terms on which we will sell them. We may sell securities to or through underwriters, through agents or dealers or directly to purchasers. The offer and sale of securities by this prospectus\nis subject to receipt of satisfactory regulatory approvals in three states, all of which have been received and are currently in effect.

Prospectus\nSupplements

This prospectus provides you with a general description of the debt securities and common stock we may offer. Each time we\noffer securities, we will provide a prospectus supplement that will contain specific information about the terms of the offering. The prospectus supplement may also add to or change information contained in this prospectus. In that case, the\nprospectus supplement should be read as superseding this prospectus.

In each prospectus supplement, which will be attached to the front of this prospectus, we\nwill include, among other things, the following information:

\n\n\n\n\n

•

the type and amount of securities which we propose to sell;

\n\n\n\n\n

•

the initial public offering price of the securities;

\n\n\n\n\n

•

the names of the underwriters, agents or dealers, if any, through or to which we will sell the securities;\n

\n\n\n\n\n

•

the compensation, if any, of those underwriters, agents or dealers;

\n\n\n\n\n

•

if applicable, information about the securities exchanges or automated quotation systems on which the securities\nwill be listed or traded;

\n\n\n\n\n

•

material United States federal income tax considerations applicable to the securities, where necessary; and\n

\n\n\n\n\n

•

any other material information about the offering and sale of the securities.

For more details on the terms of the securities, you should read the exhibits filed with our registration statement, of which this prospectus\nis a part. You should also read both this prospectus and the applicable prospectus supplement, together with additional information described under the heading “Where You Can Find More Information.”

USE OF PROCEEDS

Except as may otherwise be stated in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities\nthat we may offer and sell from time to time by this prospectus for general corporate purposes, including for working capital, repaying indebtedness and funding capital projects and other growth.

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities from time to time in one or more distinct series. This section summarizes the material terms that we anticipate\nwill be common to all series of debt securities. Please note that the terms of any series of debt securities that we may offer may differ significantly from the common terms described in this prospectus. Many of the other terms of any series of debt\nsecurities that we offer, and any differences from the common terms described in this prospectus, will be described in the prospectus supplement for such securities to be attached to the front of this prospectus.

As required by U.S. federal law for all bonds and notes of companies that are publicly offered, a document called an indenture will govern any\ndebt securities that we issue. An indenture is a contract between us and a financial institution acting as trustee on behalf of the purchasers of the debt securities. We have entered into an indenture with U.S. Bank Trust Company, National\nAssociation, as successor in interest to U.S. Bank National Association, as trustee (the “indenture”), which is subject to the Trust Indenture Act of 1939. The trustee under the indenture has the following two main roles:

\n\n\n\n\n

•

the trustee can enforce your rights against us if we default; there are some limitations on the extent to which\nthe trustee acts on your behalf, which are described later in this prospectus; and

\n\n\n\n\n

•

the trustee will perform certain administrative duties for us, which include sending you interest payments and\nnotices.

As this section is a summary of some of the terms of the debt securities we may offer under this prospectus,\nit does not describe every aspect of the debt securities. We urge you to read the indenture and the other documents we file with the SEC relating to the debt securities because the indenture for those securities and those other documents, and not\nthis description, will define your rights as a holder of our debt securities. We filed a copy of the indenture with the SEC as an exhibit to our Current Report on Form 8-K filed March 26, 2009, and it is\nincorporated in this prospectus by reference. We may file any such other documents as exhibits to an annual, quarterly or current report that we file with the SEC following their execution. See “Where You Can Find More Information” for\ninformation on how to obtain copies of the indenture and any such other documents. References to the “indenture” mean the indenture that will define your rights as a holder of debt securities. Capitalized terms used in this section and\nnot otherwise defined have the meanings set forth in the indenture.

General

The debt securities will be our unsecured obligations. Senior debt securities will rank equally with all of our other unsecured and\nunsubordinated indebtedness. Subordinated debt securities will rank junior to our senior indebtedness, including our credit facilities.

You should read the prospectus supplement that will describe the following terms of the series of debt securities offered by the prospectus\nsupplement:

\n\n\n\n\n

•

the title of the debt securities and whether the debt securities will be senior debt securities or subordinated\ndebt securities;

\n\n\n\n\n

•

the ranking of the debt securities;

\n\n\n\n\n

•

if the debt securities are subordinated, the terms of subordination;

\n\n\n\n\n

•

the aggregate principal amount of the debt securities, the percentage of their principal amount at which the debt\nsecurities will be issued, and the date or dates when the principal of the debt securities will be payable or how those dates will be determined or extended;

\n\n\n\n\n

•

the interest rate or rates, which may be fixed or variable, that the debt securities will bear, if any, how the\nrate or rates will be determined, and the periods when the rate or rates will be in effect;

\n\n\n\n\n

•

the date or dates from which any interest will accrue or how the date or dates will be determined, the date or\ndates on which any interest will be payable, whether and the terms under which payment of interest may be deferred, any regular record dates for these payments or how these dates will be determined and the basis on which any interest will be\ncalculated, if other than on the basis of a 360-day year of twelve 30-day months;

\n\n\n\n\n

•

the place or places, if any, other than or in addition to New York City, of payment, transfer or exchange of the\ndebt securities, and where notices or demands to or upon us in respect of the debt securities may be served;

\n\n\n\n\n

•

any optional redemption provisions and any restrictions on the sources of funds for redemption payments, which\nmay benefit the holders of other securities;

\n\n\n\n\n

•

any sinking fund or other provisions that would obligate us to repurchase or redeem the debt securities;\n

\n\n\n\n\n

•

whether the amount of payments of principal of, any premium on, or interest on the debt securities will be\ndetermined with reference to an index, formula or other method, which could be based on one or more commodities, equity indices or other indices, and how these amounts will be determined;

\n\n\n\n\n

•

any modifications, deletions or additions to the events of default or covenants with respect to the debt\nsecurities described in this prospectus;

\n\n\n\n\n

•

if not the principal amount of the debt securities, the portion of the principal amount that will be payable upon\nacceleration of the maturity of the debt securities or how that portion will be determined;

\n\n\n\n\n

•

any modifications, deletions or additions to the provisions concerning defeasance and covenant defeasance\ncontained in the indenture that will be applicable to the debt securities;

\n\n\n\n\n

•

any provisions granting special rights to the holders of the debt securities upon the occurrence of specified\nevents;

\n\n\n\n\n

•

if other than the trustee, the name of the paying agent, security registrar or transfer agent for the debt\nsecurities;

\n\n\n\n\n

•

if we do not issue the debt securities in book-entry form only to be held by The Depository Trust Company, as\ndepository, whether we will issue the debt securities in certificated form or the identity of any alternative depository;

\n\n\n\n\n

•

the person to whom any interest in a debt security will be payable, if other than the registered holder at the\nclose of business on the regular record date;

\n\n\n\n\n

•

the denomination or denominations in which the debt securities will be issued, if other than denominations of\n$2,000 or any integral multiple of $1,000 in excess thereof;

\n\n\n\n\n

•

any provisions requiring us to pay Additional Amounts on the debt securities to any holder who is not a United\nStates person in respect of any tax, assessment or governmental charge and, if so, whether we will have the option to redeem the debt securities rather than pay the Additional Amounts;

\n\n\n\n\n

•

whether the debt securities will be convertible into or exchangeable for other debt securities or common shares,\nand, if so, the terms and conditions upon which the debt securities will be so convertible or exchangeable, including the initial conversion or exchange price or rate or the method of calculation, how and when the conversion price or exchange ratio\nmay be adjusted, whether conversion or exchange is mandatory, at the option of the holder or at our option, the conversion or exchange period and any other provision related to the debt securities; and

\n\n\n\n\n

•

any other material terms of the debt securities or the indenture, which may not be consistent with the terms set\nforth in this prospectus.

For purposes of this prospectus, any reference to the payment of principal of, any premium\non, or interest on the debt securities will include Additional Amounts if required by the terms of the debt securities.

The indenture does not limit the amount of debt securities that we are authorized to issue\nfrom time to time. The indenture also provides that there may be multiple series of debt securities issued thereunder and more than one trustee thereunder, each for one or more series of debt securities. If a trustee is acting under the indenture\nwith respect to more than one series of debt securities, the debt securities for which it is acting would be treated as if issued under separate indentures. If there is more than one trustee under the indenture, the powers and trust obligations of\neach trustee will apply only to the debt securities of the separate series for which it is trustee.

We may issue debt securities with\nterms different from those of debt securities already issued. Without the consent of the holders of the outstanding debt securities, we may reopen a previous issue of a series of debt securities and issue additional debt securities of that series\nunless the reopening was restricted when we created that series.

There is no requirement that we issue debt securities in the future\nunder the indenture, and we may use other indentures or documentation, containing different provisions in connection with future issues of other debt securities.

We may issue the debt securities as “original issue discount securities,” which are debt securities, including any zero-coupon debt securities, that are issued and sold at a discount from their stated principal amount. Original issue discount securities provide that, upon acceleration of their maturity, an amount less than their\nprincipal amount will become due and payable. We will describe the U.S. federal income tax consequences and other considerations applicable to original issue discount securities in any prospectus supplement relating to them.

Holders of Debt Securities

Book-Entry\nHolders. We will issue debt securities in book-entry form only, unless we specify otherwise in the applicable prospectus supplement. This means the debt securities will be represented by one or more global securities registered in the name of a\nfinancial institution that holds them as depository on behalf of other financial institutions that participate in the depository’s book-entry system. These participating institutions, in turn, hold beneficial interests in the debt securities\non behalf of themselves or their customers.

Under the indenture, we will recognize as a holder only the person in whose name a debt\nsecurity is registered. Consequently, for debt securities issued in global form, we will recognize only the depository as the holder of the debt securities and we will make all payments on the debt securities to the depository. The depository passes\nalong the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depository and its participants do so under agreements they have made with one another or with their\ncustomers; they are not obligated to do so under the terms of the debt securities. As a result, you will not own the debt securities directly. Instead, you will own beneficial interests in a global security, through a bank, broker or other financial\ninstitution that participates in the depository’s book-entry system or holds an interest through a participant. As long as the debt securities are issued in global form, you will be an indirect holder, and not a holder, of the debt securities.\n

Street Name Holders. In the future we may terminate a global security or issue debt securities initially in non-global form. In these cases, you may choose to hold your debt securities in your own name or in “street name.” Debt securities held in street name would be registered in the name of a bank, broker or\nother financial institution that you choose, and you would hold only a beneficial interest in those debt securities through an account you maintain at that institution.

For debt securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose\nnames the debt securities are registered as the holders of those debt securities, and we will make all payments on those debt securities to them. These institutions pass along the payments they receive to their customers who are the beneficial\nowners, but only because they agree to do so in their customer

\nagreements or because they are legally required to do so. If you hold debt securities in street name you will be an indirect holder, and not a holder, of those debt securities.

Legal Holders. Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee,\nrun only to the legal holders of the debt securities. We do not have obligations to you if you hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether you choose to be an indirect\nholder of a debt security or have no choice because we are issuing the debt securities only in global form.

For example, once we make a\npayment or give a notice to the holder, we have no further responsibility for the payment or notice, even if that holder is required, under agreements with depository participants or customers or by law, to pass it along to the indirect holders but\ndoes not do so. Similarly, if we want to obtain the approval of the holders for any purpose (for example, to amend the indenture or to relieve us of the consequences of a default or of our obligation to comply with a particular provision of the\nindenture) we would seek the approval only from the holders, and not the indirect holders, of the debt securities. Whether and how the holders contact the indirect holders is up to the holders.

When we refer to you, we mean those who invest in the debt securities being offered by this prospectus, whether they are the holders or only\nindirect holders of those debt securities. When we refer to your debt securities, we mean the debt securities in which you hold a direct or indirect interest.

Special Considerations for Indirect Holders. If you hold debt securities through a bank, broker or other financial institution, either\nin book-entry form or in street name, you should check with your own institution to find out:

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how it handles securities payments and notices;

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whether it imposes fees or charges;

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how it would handle a request for the holders’ consent, if ever required;

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whether and how you can instruct it to send you debt securities registered in your own name so you can be a\nholder, if that is permitted in the future;

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how it would exercise rights under the debt securities if there were a default or other event triggering the need\nfor holders to act to protect their interests; and

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if the debt securities are in book-entry form, how the depository’s rules and procedures will affect these\nmatters.

Global Securities

What is a Global Security? We will issue each debt security under the indenture in book-entry form only, unless we specify otherwise in\nthe applicable prospectus supplement. A global security represents one or any other number of individual debt securities. Generally, all debt securities represented by the same global securities will have the same terms. We may, however, issue a\nglobal security that represents multiple debt securities that have different terms and are issued at different times. We call this kind of global security a master global security.

Each debt security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a\nfinancial institution or its nominee that we select. The financial institution that we select for this purpose is called the depository. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New\nYork, known as DTC, will be the depository for all debt securities issued in book-entry form.

A global security may not be transferred to or registered in the name of anyone other than\nthe depository or its nominee, unless special termination situations arise. We describe those situations below under “Special Situations When a Global Security Will Be Terminated.” As a result of these arrangements, the depository, or\nits nominee, will be the sole registered owner and holder of all debt securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of\nan account with a broker, bank or other financial institution that in turn has an account with the depository or with another institution that does. Thus, if your security is represented by a global security, you will not be a holder of the debt\nsecurity, but only an indirect holder of a beneficial interest in the global security.

Special Considerations for Global\nSecurities. We do not recognize an indirect holder as a holder of debt securities and instead deal only with the depository that holds the global security. The account rules of your financial institution and of the depository, as well as general\nlaws relating to securities transfers, will govern your rights relating to a global security.

If we issue debt securities only in the\nform of a global security, you should be aware of the following:

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you cannot cause the debt securities to be registered in your name, and cannot obtain non-global certificates for your interest in the debt securities, except in the special situations that we describe below;

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you will be an indirect holder and must look to your own bank or broker for payments on the debt securities and\nprotection of your legal rights relating to the debt securities, as we describe under “Holders of Debt Securities” above;

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you may not be able to sell interests in the debt securities to some insurance companies and to other\ninstitutions that are required by law to own their securities in non-book-entry form;

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you may not be able to pledge your interest in a global security in circumstances where certificates representing\nthe debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;

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the depository’s policies, which may change from time to time, will govern payments, transfers, exchanges\nand other matters relating to your interest in a global security. We and the trustee have no responsibility for any aspect of the depository’s actions or for its records of ownership interests in a global security. We and the trustee also do\nnot supervise the depository in any way;

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DTC requires, and other depositories may require, that those who purchase and sell interests in a global security\nwithin its book-entry system use immediately available funds and your broker or bank may require you to do so as well; and

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financial institutions that participate in the depository’s book-entry system, and through which you hold\nyour interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt security. Your chain of ownership may contain more than one financial intermediary. We do not monitor and are not\nresponsible for the actions of any of those intermediaries.

Special Situations When a Global Security Will Be\nTerminated. In a few special situations described below, a global security will be terminated and interests in it will be exchanged for certificates in non-global form representing the debt securities it\nrepresented. After that exchange, you will be able to choose whether to hold the debt securities directly or in street name. You must consult your own bank or broker to find out how to have your interests in a global security transferred on\ntermination to your own name, so that you will be a holder. We have described the rights of holders and street name investors above under “Holders of Debt Securities.”

The special situations for termination of a global security are as follows:

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if the depository notifies us that it is unwilling, unable or no longer qualified to continue as depository for\nthat global security and we do not appoint another institution to act as depository within 60 days;

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if we notify the trustee that we wish to terminate that global security; or

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if an event of default has occurred with regard to debt securities represented by that global security and has\nnot been cured or waived. We discuss defaults later under “Events of Default.”

If a global security is\nterminated, only the depository, and not we or the trustee, is responsible for deciding the names of the intermediary banks, brokers and other financial institutions in whose names the debt securities represented by the global security are\nregistered, and, therefore, who will be the holders of those debt securities.

Covenants

This section summarizes the material covenants in the indenture. Please refer to the applicable prospectus supplement for information about any\nchanges to our covenants, including any addition or deletion of a covenant, and to the indenture for information on other covenants not described in this prospectus or the applicable prospectus supplement.

Limitations on Liens. We covenant in the indenture that we will not, and will not permit any of our Restricted Subsidiaries to, create,\nincur, issue or assume any Indebtedness secured by any Lien on any Principal Property, or on shares of stock or Indebtedness of any Restricted Subsidiary, known as Restricted Securities, without making effective provision for the Outstanding\nSecurities, other than debt securities of any series not entitled to the benefit of this covenant, to be secured by a Lien equally and ratably with, or prior to (or in the case of debt securities of any series that are subordinated in right of\npayment to the Indebtedness secured by such Lien, by a Lien subordinated to), the Lien securing such Indebtedness for so long as the Indebtedness is so secured, except that the foregoing restriction does not apply to:

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any Lien existing on the date of the first issuance of debt securities of the relevant series under the\nindenture, or existing on such other date as may be specified in any supplemental indenture, board resolution or officers’ certificate with respect to such series;

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any Lien on any Principal Property or Restricted Securities of any person existing at the time such person is\nmerged or consolidated with or into us or a Restricted Subsidiary, or becomes a Restricted Subsidiary, or arising thereafter otherwise than in connection with the borrowing of money arranged thereafter and pursuant to contractual commitments entered\ninto prior to and not in contemplation of such person’s becoming a Restricted Subsidiary;

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any Lien on any Principal Property or Restricted Securities existing at the time we or a Restricted Subsidiary\nacquire such Principal Property or Restricted Securities, whether or not such Lien is assumed by us or such Restricted Subsidiary, provided that no such Lien may extend to any other Principal Property or Restricted Securities of ours or any\nRestricted Subsidiary;

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any Lien on any Principal Property, including any improvements on an existing Principal Property, of ours or any\nRestricted Subsidiary, and any Lien on Restricted Securities of a Restricted Subsidiary that was formed or is held for the purpose of acquiring and holding such Principal Property, in each case to secure all or any part of the cost of acquisition,\ndevelopment, operation, construction, alteration, repair or improvement of all or any part of such Principal Property, or to secure Indebtedness incurred by us or a Restricted Subsidiary for the purpose of financing all or any part of such cost;\nprovided that such Lien is created prior to, at the time of, or within 12 months after the latest of, the acquisition, completion of construction or improvement or commencement of commercial operation of that Principal Property and, provided\nfurther, that no such Lien may extend to any other Principal Property of ours or any Restricted Subsidiary, other than any currently unimproved real property on which the Principal Property has been constructed or developed or the improvement is\nlocated;

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any Lien on any Principal Property or Restricted Securities to secure Indebtedness owed to us or to a Restricted\nSubsidiary;

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any Lien in favor of a governmental body to secure advances or other payments under any contract or statute or to\nsecure Indebtedness incurred to finance the purchase price or cost of constructing or improving the property subject to such Lien;

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any Lien created in connection with a project financed with, and created to secure, Non-Recourse Indebtedness;

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any extension, renewal, substitution or replacement, or successive extensions, renewals, substitutions or\nreplacements, in whole or in part, of any Lien referred to in any of the bullet points above, provided that the Indebtedness secured thereby may not exceed the principal amount of Indebtedness that is secured at the time of the renewal or refunding,\nplus any premium, cost or expense in connection with such extensions, renewals, substitutions or replacements, and that such renewal or refunding Lien must be limited to all or any part of the same property and improvements, shares of stock or\nIndebtedness that secured the Lien that was renewed or refunded; or

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any Lien not permitted above securing Indebtedness that, together with the aggregate outstanding principal amount\nof other secured Indebtedness that would otherwise be subject to the above restrictions, excluding Indebtedness secured by Liens permitted under the above exceptions, and the Attributable Debt in respect of all Sale and Leaseback Transactions, not\nincluding Attributable Debt in respect of any such Sale and Leaseback Transactions described in the last two bullet points in the following paragraph, would not then exceed 15% of our Consolidated Net Tangible Assets.

Limitation on Sale and Leaseback Transactions. We covenant in the indenture that we will not, and will not permit any Restricted\nSubsidiary to, enter into any Sale and Leaseback Transaction unless:

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we or a Restricted Subsidiary would be entitled, without securing the Outstanding Securities of any series, to\nincur Indebtedness secured by a Lien on the Principal Property that is the subject of such Sale and Leaseback Transaction pursuant to the provisions described in the preceding paragraph;

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the Attributable Debt associated with the Sale and Leaseback Transaction would be in an amount permitted under\nthe last bullet point of the preceding paragraph;

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the proceeds received in respect of the Principal Property so sold and leased back at the time of entering into\nsuch Sale and Leaseback Transaction are to be used for our business and operations or the business and operations of any Subsidiary; or

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within 12 months after the sale or transfer, an amount equal to the proceeds received in respect of the Principal\nProperty so sold and leased back at the time of entering into such Sale and Leaseback Transaction is applied to the prepayment, other than mandatory prepayment, of any Outstanding Securities or Funded Indebtedness that is owed by us or a Restricted\nSubsidiary, other than Funded Indebtedness that is held by us or any Restricted Subsidiary or our Funded Indebtedness that is subordinate in right of payment to any Outstanding Securities that are entitled to the benefit of this covenant.\n

Definitions. Following are definitions of some of the terms used in the covenants described above.

“Attributable Debt” means, as to any lease under which any person is at the time liable for rent, at any date as of which\nthe amount thereof is to be determined, the total net amount of rent required to be paid by such person under such lease during the remaining term, excluding amounts required to be paid on account of maintenance and repairs, services, insurance,\ntaxes, assessments, water rates and similar charges and contingent rents, discounted from the respective due dates thereof at the rate of interest (or Yield to Maturity, in the case of original issue discount securities) borne by the then\nOutstanding Securities, compounded monthly.

“Capital Stock” means any and all shares, interests, rights to purchase,\nwarrants, options, participations or other equivalents of or interests, however designated, in stock issued by a corporation.

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

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all current liabilities, excluding any portion thereof constituting Funded Indebtedness; and\n

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all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles,\n

all as set forth on our most recent consolidated balance sheet contained in our latest quarterly or annual report filed with the SEC\nunder the Securities Exchange Act of 1934, as amended, and computed in accordance with generally accepted accounting principles.

“Funded Indebtedness” means, as applied to any person, all Indebtedness of such person maturing after, or renewable or\nextendible at the option of the person beyond, 12 months from the date of determination.

“Indebtedness” means\nobligations for money borrowed, evidenced by notes, bonds, debentures or other similar evidences of indebtedness.

“Lien” means any lien, mortgage, pledge, encumbrance, charge or security interest securing Indebtedness; provided, however,\nthat the following types of transactions will not be considered, for purposes of this definition, to result in a Lien:

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any acquisition by us or any Restricted Subsidiary of any property or assets subject to any reservation or\nexception under the terms of which any vendor, lessor or assignor creates, reserves or excepts or has created, reserved or excepted an interest in oil, gas or any other mineral in place or the proceeds thereof;

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any conveyance or assignment whereby we or any Restricted Subsidiary conveys or assigns to any person or persons\nan interest in oil, gas or any other mineral in place or the proceeds thereof;

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any Lien upon any property or assets either owned or leased by us or a Restricted Subsidiary or in which we or\nany Restricted Subsidiary owns an interest that secures for the benefit of the person or persons paying the expenses of developing or conducting operations for the recovery, storage, transportation or sale of the mineral resources of the property or\nassets, or property or assets with which it is unitized, the payment to such person or persons of our proportionate part or the Restricted Subsidiary’s proportionate part of such development or operating expenses;

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any lease classified as an operating lease under generally accepted accounting principles;

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any hedging arrangements entered into in the ordinary course of business, including any obligation to deliver any\nmineral, commodity or asset in connection therewith; or

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any guarantees that we make for the repayment of Indebtedness of any Subsidiary or guarantees by any Subsidiary\nof the repayment of Indebtedness of any entity.

“Non-Recourse\nIndebtedness” means, at any time, Indebtedness incurred after the date of the indenture by us or a Restricted Subsidiary in connection with the acquisition of property or assets by us or a Restricted Subsidiary or the financing of the\nconstruction of or improvements on property, whenever acquired, provided that, under the terms of this Indebtedness and under applicable law, the recourse at such time and thereafter of the lenders with respect to such Indebtedness is limited to the\nproperty or assets so acquired, or the construction or improvements, including Indebtedness as to which a performance or completion guarantee or similar undertaking was initially applicable to the Indebtedness or the related property or assets if\nthe guarantee or similar undertaking has been satisfied and is no longer in effect. Indebtedness which is otherwise Non-Recourse Indebtedness will not lose its character as\nNon-Recourse Indebtedness because there is recourse to us, any Subsidiary of ours or any other person for (a) environmental or tax warranties and indemnities and such other representations, warranties,\ncovenants and indemnities as are customarily required in such transactions or

\n(b) indemnities for and liabilities arising from fraud, misrepresentation, misapplication or non-payment of rents, profits, insurance and condemnation\nproceeds and other sums actually received from secured assets to be paid to the lender, waste and mechanics’ liens or similar matters.

“Principal Property” means any natural gas distribution property located in the United States, except any property that in\nthe opinion of our board of directors is not of material importance to the total business conducted by us and our consolidated Subsidiaries.

“Restricted Subsidiary” means any Subsidiary the amount of Consolidated Net Tangible Assets of which constitutes more than\n10% of the aggregate amount of Consolidated Net Tangible Assets of us and our Subsidiaries.

“Sale and Leaseback\nTransaction” means any arrangement with any person in which we or any Restricted Subsidiary leases any Principal Property that has been or is to be sold or transferred by us or the Restricted Subsidiary to that person, other than any such\narrangement involving:

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a lease for a term, including renewals at the option of the lessee, of not more than three years or classified as\nan operating lease under generally accepted accounting principles;

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leases between us and a Restricted Subsidiary or between Restricted Subsidiaries; and

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leases of a Principal Property executed by the time of, or within 12 months after the latest of, the acquisition,\nthe completion of construction or improvement, or the commencement of commercial operation, of the Principal Property, whichever is later.

“Subsidiary” of ours means:

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a corporation, a majority of whose Capital Stock with rights, under ordinary circumstances, to elect directors is\nowned, directly or indirectly, at the date of determination, by us, by one or more of our Subsidiaries or by us and one or more of our Subsidiaries; or

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any other person, other than a corporation, in which at the date of determination we, one or more of our\nSubsidiaries or we and one or more of our Subsidiaries, directly or indirectly, have at least a majority ownership and power to direct the policies, management and affairs of that person.

Consolidation, Merger or Sale of Assets. Under the terms of the indenture, we will be generally permitted to consolidate with or merge\ninto another entity. We will also be permitted to sell or transfer our assets substantially as an entirety to another entity. However, we may not take any of these actions unless all of the following conditions are met:

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the resulting entity, or the person to which such assets will have been sold or transferred, must agree to be\nlegally responsible for all our obligations relating to the debt securities and the indenture;

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the transaction must not cause a default or an Event of Default, or an event that with notice or lapse of time or\nboth would become an Event of Default, as described below;

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the resulting entity, or the person to which such assets will have been sold or transferred, must be organized\nunder the laws of the United States or one of the states or the District of Columbia; and

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we must deliver an officers’ certificate and legal opinion to the trustee with respect to the transaction.\n

In the event that we engage in one of these transactions and comply with the conditions listed above, we would be\ndischarged from all our obligations and covenants under the indenture and all obligations under the Outstanding Securities, with the successor corporation or person succeeding to our obligations and covenants.

In the event that we engage in one of these transactions, the indenture provides that, if any Principal Property or Restricted Securities\nwould thereupon become subject to any Lien securing Indebtedness, then the

\ndebt securities, other than debt securities not entitled to the benefits of specified covenants, must be secured, as to such Principal Property or Restricted Securities, equally and ratably with\n(or prior to or, in the case of debt securities that are subordinated in right of payment to the Indebtedness secured by such Lien or in the case of other Indebtedness of ours that is subordinated to the debt securities, on a subordinated basis to\nsuch Lien securing) the Indebtedness or obligations that upon the occurrence of such transaction would become secured by the Lien, unless the Lien could be created under the indenture without equally and ratably securing the debt securities (or, in\nthe case of debt securities that are subordinated in right of payment to the Indebtedness secured by such Lien, on a subordinated basis to such Lien).

Modification or Waiver

There are two\ntypes of changes that we can make to the indenture and the debt securities.

Changes Requiring Approval. With the consent of the\nholders of at least a majority in principal amount of all outstanding debt securities of each series affected (including any such approvals obtained in connection with a tender or exchange offer for outstanding debt securities), we may make any\nchanges, additions or deletions to any provisions of the indenture applicable to the affected series, or modify the rights of the holders of the debt securities of the affected series. However, without the consent of each holder affected, we cannot:\n

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change the stated maturity of the principal of, any premium on, or any installment of interest on any debt\nsecurity;

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reduce the principal amount of, any premium on, or the rate of interest on any debt security;\n

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change any of our obligations to pay Additional Amounts;

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reduce the amount of the principal that would be due and payable upon a declaration of acceleration of maturity\nfollowing the default of a debt security whose principal amount payable at stated maturity may be more or less than its principal face amount at original issuance or an original issue discount security;

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adversely affect any right of repayment at the holder’s option;

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change the place of payment of a debt security;

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impair the holder’s right to sue for payment;

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adversely affect any right to convert or exchange a debt security;

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reduce the percentage in principal amount of the outstanding debt securities of a series, the consent of whose\nholders is required to modify or amend the indenture; or

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modify certain provisions of the indenture dealing with suits for enforcement of payment by the trustee or\nmodification and waiver, except to increase any percentage of consents required to amend the indenture or for any waiver, or to modify the provisions of the indenture dealing with the unconditional right of the holders of the debt securities to\nreceive principal, premium, if any, and interest.

Changes Not Requiring Approval. The second type of change does\nnot require the consent of any holders of the debt securities. This type is limited to clarifications and certain other changes that would not adversely affect holders of the outstanding debt securities in any material respect. Additionally, we do\nnot need any approval to make any change that affects only debt securities to be issued under the indenture after the changes take effect.

Further Details Concerning Voting. When taking a vote, we will use the following rules to decide how much principal amount to attribute\nto a debt security:

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for original issue discount securities, we will use the principal amount that would be due and payable on the\nvoting date if the maturity of the debt securities were accelerated to that date because of a default; and

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for debt securities whose principal amount is not known (for example, because it is based on an index) we will\nuse a special rule for that debt security described in the applicable prospectus supplement.

Debt securities will not\nbe considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described later\nunder “Defeasance and Covenant Defeasance.”

Book-entry and other indirect holders should consult their banks or brokers\nfor information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver.

Events of\nDefault

Holders of debt securities will have special rights if an Event of Default occurs as to the debt securities of their series\nthat is not cured, as described later in this subsection. Please refer to the applicable prospectus supplement for information about any changes to the Events of Default, including any addition of a provision providing event risk or similar\nprotection.

What is an Event of Default? The term “Event of Default” as to the debt securities of a series means any\nof the following:

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we do not pay interest on a debt security of the series within 30 days of its due date;

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we do not pay the principal of or any premium, if any, on a debt security of the series at its maturity;\n

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we do not deposit any sinking fund payment when and as due by the terms of any debt securities requiring such\npayment;

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we remain in breach of a covenant or agreement in the indenture, other than a covenant or agreement not for the\nbenefit of the series, for 60 days after we receive written notice stating that we are in breach from the trustee or the holders of at least 25 percent of the principal amount of the debt securities of the series;

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we or a Restricted Subsidiary is in default under any matured or accelerated agreement or instrument under which\nwe have outstanding Indebtedness for borrowed money or guarantees, which individually is in excess of $25,000,000, and we have not cured any acceleration within 30 days after we receive notice of this default from the trustee or the holders of at\nleast 25 percent of the principal amount of the debt securities of the series, unless prior to the entry of judgment for the trustee, we or the Restricted Subsidiary remedy the default or the default is waived by the holders of the\nindebtedness;

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we file for bankruptcy or other events of bankruptcy, insolvency or reorganization occur; or\n

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any other Event of Default provided for the benefit of debt securities of the series.

An Event of Default for a particular series of debt securities will not necessarily constitute an Event of Default for any other series of\ndebt securities issued under the indenture.

The trustee may withhold notice to the holders of debt securities of a particular series of\nany default if it considers its withholding of notice to be in the interest of the holders of that series, except that the trustee may not withhold notice of a default in the payment of the principal of, any premium on, or the interest on the debt\nsecurities or in the payment of any sinking fund installment with respect to the debt securities.

Remedies if an Event of Default\nOccurs. If an event of default has occurred and is continuing, the trustee or the holders of at least 25 percent in principal amount of the debt securities of the affected series may declare the entire principal amount and all accrued\ninterest of all the debt securities of that series to be due and immediately payable by notifying us, and the trustee, if the holders give notice, in writing. This is called a declaration of acceleration of maturity.

If the maturity of any series of debt securities is accelerated and a judgment for payment\nhas not yet been obtained, the holders of a majority in principal amount of the debt securities of that series may cancel the acceleration if all events of default other than the non-payment of principal or\ninterest on the debt securities of that series that have become due solely by a declaration of acceleration are cured or waived, and we deposit with the trustee a sufficient sum of money to pay:

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all overdue interest on outstanding debt securities of that series;

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all unpaid principal and any premium, if any, of any outstanding debt securities of that series that has become\ndue otherwise than by a declaration of acceleration, and interest on the unpaid principal and any premium, if any;

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all interest on such overdue interest; and

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all amounts paid or advanced by the trustee for that series and reasonable compensation of the trustee.\n

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action\nunder the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This is called an indemnity. If reasonable indemnity is provided, the holders of a majority in principal amount\nof the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. The trustee may refuse to follow those directions if\nthe directions conflict with any law or the indenture or expose the trustee to personal liability. No delay or omission in exercising any right or remedy will be treated as a waiver of that right, remedy or Event of Default.

Before a holder is allowed to bypass the trustee and bring his or her own lawsuit or other formal legal action or take other steps to enforce\nhis or her rights or protect his or her interest relating to the debt securities, the following must occur:

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the holder must give the trustee written notice that an Event of Default has occurred and remains uncured;\n

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the holders of at least 25 percent in principal amount of all outstanding debt securities of the relevant\nseries must make a written request that the trustee take action because of the default and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action;

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the trustee must not have instituted a proceeding for 60 days after receipt of the above notice and offer of\nindemnity; and

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the holders of a majority in principal amount of the debt securities must not have given the trustee a direction\ninconsistent with the above notice during the 60-day period.

However, a holder\nis entitled at any time to bring a lawsuit for the payment of money due on his or her debt securities on or after the due date without complying with the foregoing.

Holders of a majority in principal amount of the debt securities of the affected series may waive any past defaults other than the following:\n

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the payment of principal, any premium, or interest on any debt security; or

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in respect of a covenant that under the indenture cannot be modified or amended without the consent of each\nholder affected.

Each year, we will furnish the trustee with a written statement of two of our officers certifying\nthat, to their knowledge, we are in compliance with the indenture and the debt securities, or else specifying any default.

Book-entry and\nother indirect holders should consult their banks or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration.

Defeasance and Covenant Defeasance

Unless we provide otherwise in the applicable prospectus supplement, the provisions for full defeasance and covenant defeasance described below\napply to each series of debt securities. In general, we expect these provisions to apply to each debt security that is not a floating rate or indexed debt security.

Full Defeasance. If there is a change in U.S. federal tax law, as described below, we can legally release ourselves from all payment\nand other obligations on the debt securities, called “full defeasance,” if we put in place the following arrangements for you to be repaid:

\n\n\n\n\n

•

we must deposit in trust for the benefit of all holders of the debt securities a combination of money and\nobligations issued or guaranteed by the U.S. government that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates; and

\n\n\n\n\n

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we must deliver to the trustee a legal opinion confirming that there has been a change in current federal tax law\nor an IRS ruling that lets us make the above deposit without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity.

If we ever did accomplish defeasance, as described above, you would have to rely solely on the trust deposit for repayment of the debt\nsecurities. You could not look to us for repayment in the event of any shortfall. Conversely, the trust deposit would most likely be protected from claims of our lenders and other creditors if we ever become bankrupt or insolvent. If we accomplish a\ndefeasance, we would retain only the obligations to register the transfer or exchange of the debt securities, to maintain an office or agency in respect of the debt securities and to hold moneys for payment in trust.

Covenant Defeasance. Under current federal tax law, we can make the same type of deposit described above and be released from any\nrestrictive covenants in the indenture. This is called “covenant defeasance.” In that event, you would lose the protection of any such covenants but would gain the protection of having money and obligations issued or guaranteed by the\nU.S. government set aside in trust to repay the debt securities. In order to achieve covenant defeasance, we must do the following:

\n\n\n\n\n

•

deposit in trust for your benefit and the benefit of all other direct holders of the debt securities a\ncombination of money and obligations issued or guaranteed by the U.S. government that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates; and

\n\n\n\n\n

•

deliver to the trustee a legal opinion of our counsel confirming that, under current federal income tax law, we\nmay make the deposit described above without causing you to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves at maturity.

If we accomplish covenant defeasance, you can still look to us for repayment of the debt securities if there were a shortfall in the trust\ndeposit or the trustee is prevented from making payment. In fact, if one of the remaining Events of Default occurred, such as our bankruptcy, and the debt securities became immediately due and payable, there may be a shortfall. Depending on the\nevent causing the default, you may not be able to obtain payment of the shortfall.

Debt Securities Issued in\nNon-Global Form

If any debt securities cease to be issued in global form, they will be issued:\n

\n\n\n\n\n

•

only in fully registered form;

\n\n\n\n\n

•

without interest coupons; and

\n\n\n\n\n

•

unless we indicate otherwise in the prospectus supplement, in denominations of $2,000 and amounts that are\nintegral multiples of $1,000 in excess thereof.

Holders may exchange their debt securities that are not in global form\nfor debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed.

Holders may exchange or transfer their debt securities at the office of the trustee. We may appoint the trustee to act as our agent for\nregistering debt securities in the names of holders transferring debt securities, or we may appoint another entity to perform these functions or perform them ourselves.

Holders will not be required to pay a service charge to transfer or exchange their debt securities, but they may be required to pay for any\ntax or other governmental charge associated with the transfer or exchange. The transfer or exchange will be made only if our transfer agent is satisfied with the holder’s proof of legal ownership.

If we have designated additional transfer agents for a holder’s debt security, they will be named in the applicable prospectus\nsupplement. We may appoint additional transfer agents or cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.

If any debt securities are redeemable and we redeem less than all those debt securities, we may stop the transfer or exchange of those debt\nsecurities during the period beginning 15 days before the day we mail the notice of redemption and ending on the day of that mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to register transfers or\nexchanges of any debt securities selected for redemption, except that we will continue to permit transfers and exchanges of the unredeemed portion of any debt security that will be partially redeemed.

If a debt security is issued as a global security, only the depository will be entitled to transfer and exchange the debt security as\ndescribed in this section, since it will be the sole holder of the debt security.

Payment Mechanics

Who Receives Payment? If interest is due on a debt security on an interest payment date, we will pay the interest to the person or\nentity in whose name the debt security is registered at the close of business on the regular record date, discussed below, relating to the interest payment date. If interest is due at maturity but on a day that is not an interest payment date, we\nwill pay the interest to the person or entity entitled to receive the principal of the debt security. If principal or another amount besides interest is due on a debt security at maturity, we will pay the amount to the holder of the debt security\nagainst surrender of the debt security at a proper place of payment, or, in the case of a global security, in accordance with the applicable policies of the depository.

Payments on Global Securities. We will make payments on a global security in accordance with the applicable policies of the depository\nas in effect from time to time. Under those policies, we will pay directly to the depository, or its nominee, and not to any indirect holders who own beneficial interests in the global security. An indirect holder’s right to those payments\nwill be governed by the rules and practices of the depository and its participants, as described above under “What is a Global Security?”.

Payments on Non-Global Securities. For a debt security in\nnon-global form, we will pay interest that is due on an interest payment date by check mailed on the interest payment date to the holder at his or her address shown on the trustee’s records as of the\nclose of business on the regular record date. We will make all other payments by check, at the paying agent described below, against surrender of the debt security. We will make all payments by check in\nnext-day funds; for example, funds that become available on the day after the check is cashed.

Alternatively, if a non-global security has a face\namount of at least $1,000,000 and the holder asks us to do so, we will pay any amount that becomes due on the debt security by wire transfer of immediately available funds to an account at a bank in New York City on the due date. To request wire\npayment, the holder must give the paying agent appropriate transfer instructions at least five business days before the requested wire payment is due. In the case of any interest payment due on an interest payment date, the instructions must be\ngiven by the person who is the holder on the relevant regular record date. In the case of any other payment, we will make payment only after the debt security is surrendered to the paying agent. Any wire instructions, once properly given, will\nremain in effect unless and until new instructions are given in the manner described above.

Regular Record Dates. We will pay\ninterest to the holders listed in the trustee’s records as the owners of the debt securities at the close of business on a particular day in advance of each interest payment date. We will pay interest to these holders if they are listed as the\nowner even if they no longer own the debt security on the interest payment date. That particular day, usually about two weeks in advance of the interest payment date, is called the “regular record date” and will be identified in the\nprospectus supplement.

Payment When Offices Are Closed. If any payment is due on a debt security on a day that is not a business\nday, we will make the payment on the next business day. Payments postponed to the next business day in this situation will be treated under the indenture as if they were made on the original due date. A postponement of this kind will not result in a\ndefault under any debt security or the indenture, and no interest will accrue on the postponed amount from the original due date to the next business day.

Paying Agents. We may appoint one or more financial institutions to act as our paying agents, at whose designated offices debt\nsecurities in non-global form may be surrendered for payment at their maturity. We call each of those offices a paying agent. We may add, replace or terminate paying agents from time to time. We may also\nchoose to act as our own paying agent. Initially, we have appointed the trustee, at its corporate trust office in New York City, as the paying agent. We must notify you of changes in the paying agents.

Book-entry and other indirect holders should consult their banks or brokers for information on how they will receive payments on their debt\nsecurities.

The Trustee Under the Indenture

U.S. Bank Trust Company, National Association is the trustee under the indenture for our debt securities. We will identify any other entity\nacting as the trustee for a series of debt securities that we may offer in the prospectus supplement for the offering of such debt securities.

The trustee may resign or be removed with respect to one or more series of debt securities and a successor trustee may be appointed to act\nwith respect to these series.

DESCRIPTION OF COMMON STOCK

The following summary of our common stock, no par value per share (the “common stock”), is based on and qualified by reference to,\nour Restated Articles of Incorporation filed in Texas and Virginia (the “Articles of Incorporation”) and Amended and Restated Bylaws (the “Bylaws”). For a complete description of the terms and provisions of our equity\nsecurities, including our common stock, refer to the Articles of Incorporation and Bylaws, each of which are filed as exhibits to our annual reports on Form 10-K filed with the SEC. See “Where You Can\nFind More Information.”

General

Our authorized capital stock consists of 200,000,000 shares of common stock, no par value, of which 155,400,274 shares were outstanding on\nDecember 2, 2024. Each of our shares of common stock is entitled to one vote on all matters voted upon by shareholders. Our shareholders do not have cumulative voting rights. With respect to any matter, other than a matter for which the affirmative\nvote of the holders of a specified portion of common stock may be required by law or our Articles of Incorporation, an act of the shareholders requires the affirmative vote of the holders of a majority of the shares entitled to vote on a matter and\nrepresented in person or by proxy at a meeting at which a quorum is present. The power to alter, amend or repeal the Bylaws, and to adopt new Bylaws, is vested in our Board of Directors, subject to repeal or change by the affirmative vote of the\nholders of 75 percent of the outstanding shares of common stock entitled to vote thereon.

Our issued and outstanding shares of\ncommon stock are fully paid and nonassessable. There are no redemption or sinking fund provisions applicable to the shares of our common stock, and such shares are not entitled to any preemptive rights. Since we are incorporated in both Texas and\nVirginia, we must comply with the laws of both states when issuing shares of our common stock.

Holders of our shares of common stock are\nentitled to receive such dividends as may be declared from time to time by our board of directors from our assets legally available for the payment of dividends and, upon our liquidation, a pro rata share of all of our assets available for\ndistribution to our shareholders.

Broadridge Corporate Issuer Solutions, Inc. is the registrar and transfer agent for our common stock.\nOur common stock is listed on the New York Stock Exchange under the trading symbol “ATO.”

Charter and Bylaws Provisions

Some provisions of our Articles of Incorporation and Bylaws may be deemed to have an “anti-takeover” effect. The following\ndescription of these provisions is only a summary, and we refer you to our Articles of Incorporation and Bylaws for more information.

Cumulative Voting. Our Articles of Incorporation prohibit cumulative voting. In general, in the absence of cumulative voting, one or\nmore persons who hold a majority of our outstanding shares can elect all of the directors who are subject to election at any meeting of shareholders.

Removal of Directors. Our Articles of Incorporation and Bylaws also provide that our directors may be removed only for cause and upon\nthe affirmative vote of the holders of at least 75 percent of the shares then entitled to vote at an election of directors.

Fair\nPrice Provisions. Article VII of our Articles of Incorporation provides certain “Fair Price Provisions” for our shareholders. Under Article VII, a merger, consolidation, sale of assets, share exchange, recapitalization or other\nsimilar transaction, between us or a company controlled by or under common control with us and any individual, corporation or other entity which, alone or together with its affiliates or associates, owns or controls 10 percent or more of our\nvoting capital stock, would be required to satisfy the condition that the aggregate

\nconsideration per share to be received in the transaction for each class of our voting capital stock be at least equal to the highest per share price, or equivalent price for any different\nclasses or series of stock, paid by the 10 percent shareholder in acquiring any of its holdings of our stock. If a proposed transaction with a 10 percent shareholder does not meet this condition, then the transaction must be approved by\nthe holders of at least 75 percent of the outstanding shares of voting capital stock held by our shareholders other than the 10 percent shareholder, unless a majority of the directors who were members of our board immediately prior to the\ntime the 10 percent shareholder involved in the proposed transaction became a 10 percent shareholder have either:

\n\n\n\n\n

•

expressly approved in advance the acquisition of the outstanding shares of our voting capital stock that caused\nthe 10 percent shareholder to become a 10 percent shareholder; or

\n\n\n\n\n

•

approved the transaction either in advance of or subsequent to the 10 percent shareholder becoming a\n10 percent shareholder.

The provisions of Article VII may not be amended, altered, changed, or repealed except by\nthe affirmative vote of at least 75 percent of the votes entitled to be cast thereon at a meeting of our shareholders duly called for consideration of such amendment, alteration, change, or repeal. In addition, if there is a 10 percent\nshareholder, such action must also be approved by the affirmative vote of at least 75 percent of the outstanding shares of our voting capital stock held by the shareholders other than the 10 percent shareholder.

Shareholder Proposals and Director Nominations. Our Bylaws include provisions setting forth specific conditions and restrictions under\nwhich business may be transacted at meetings of shareholders. For example, no business may be transacted at a meeting unless it is (a) specified in the notice of meeting, (b) otherwise brought before the meeting by or at the direction of\nour Board of Directors or (c) brought before the meeting by a shareholder of record who provided notice and other specified information in writing to the corporate secretary not earlier than the\n120^th day and no later than the 90^th day before the one-year anniversary of the date of the previous\nyear’s annual meeting. These provisions may restrict the content of the issues to be discussed at a shareholders meeting.

PLAN OF DISTRIBUTION

We may sell the securities offered by this prospectus and a prospectus supplement as follows:

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through agents;

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to or through underwriters;

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through dealers;

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•

directly by us to purchasers;

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•

in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act; or\n

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•

through a combination of any such methods of sale.

We, directly or through agents or dealers, may sell, and the underwriters may resell, the securities in one or more transactions, including:\n

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•

transactions on the New York Stock Exchange or any other organized market where the securities may be traded;\n

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•

in the over-the-counter market;\n

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in negotiated transactions; or

\n\n\n\n\n

•

through a combination of any such methods of sale.

The securities may be sold at a fixed price or prices which may be changed, at market prices prevailing at the time of sale, at prices related\nto such prevailing market prices or at negotiated prices.

We may designate underwriters or agents to solicit purchases of shares of our\ncommon stock for the period of their appointment and to sell securities on a continuing basis, including pursuant to “at-the-market offerings.” We will do so\npursuant to the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution agreement, we\nwill issue and sell the shares to or through one or more underwriters or agents, which may act on an agency basis or on a principal basis. During the term of any such distribution agreement, we may sell shares on a daily basis in exchange\ntransactions or otherwise as we agree with the underwriters or agents. The distribution agreement may provide that any shares of our common stock sold will be sold at prices related to the then prevailing market prices for our securities. Therefore,\nexact figures regarding net proceeds to us or commissions to be paid are impossible to determine and will be described in a prospectus supplement. The terms of each such distribution agreement will be set forth in more detail in a prospectus\nsupplement to this prospectus. To the extent that any named underwriter or agent acts as principal pursuant to the terms of a distribution agreement, or if we offer to sell shares of our common stock through another broker dealer acting as\nunderwriter, then such named underwriter may engage in certain transactions that stabilize, maintain or otherwise affect the price of our shares. We will describe any such activities in the prospectus supplement relating to the transaction. To the\nextent that any named broker dealer or agent acts as agent on a best efforts basis pursuant to the terms of a distribution agreement, such broker dealer or agent will not engage in any such stabilization transactions.

Agents designated by us from time to time may solicit offers to purchase the securities. We will name any such agent involved in the offer or\nsale of the securities and set forth any commissions payable by us to such agent in a prospectus supplement relating to any such offer and sale of securities. Unless otherwise indicated in the prospectus supplement, any such agent will be acting on\na best efforts basis for the period of its appointment. Any such agent may be deemed to be an underwriter of the securities, as that term is defined in the Securities Act.

If underwriters are used in the sale of securities, securities will be acquired by the underwriters for their own account and may be resold\nfrom time to time in one or more transactions. Securities may be offered to the public

\neither through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. If an underwriter or underwriters are used in the\nsale of securities, we will execute an underwriting agreement with such underwriter or underwriters at the time an agreement for such sale is reached. We will set forth in the prospectus supplement the names of the specific managing underwriter or\nunderwriters, as well as any other underwriters, and the terms of the transactions, including compensation of the underwriters and dealers. Such compensation may be in the form of discounts, concessions or commissions. Underwriters and others\nparticipating in any offering of securities may engage in transactions that stabilize, maintain or otherwise affect the price of such securities. We will describe any such activities in the prospectus supplement.

We may elect to list any class or series of securities on any exchange, but we are not currently obligated to do so. It is possible that one\nor more underwriters, if any, may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the\nliquidity of the trading market for any of the securities we may offer.

If a dealer is used in the sale of the securities, we or an\nunderwriter will sell such securities to the dealer, as principal. The dealer may then resell such securities to the public at varying prices to be determined by such dealer at the time of resale. The prospectus supplement will set forth the name of\nthe dealer and the terms of the transactions.

We may directly solicit offers to purchase the securities, and we may sell directly to\ninstitutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities. The prospectus supplement will describe the terms of any such sales, including\nthe terms of any bidding, auction or other process, if used.

Agents, underwriters and dealers may be entitled under agreements which may\nbe entered into with us to indemnification by us against specified liabilities, including liabilities under the Securities Act, or to contribution by us to payments they may be required to make in respect of such liabilities. The prospectus\nsupplement will describe the terms and conditions of such indemnification or contribution. Some of the agents, underwriters or dealers, or their affiliates, may engage in transactions with or perform services for us and our subsidiaries in the\nordinary course of their business.

LEGAL MATTERS

Gibson, Dunn & Crutcher LLP and Hunton Andrews Kurth LLP, Richmond, Virginia, have each rendered an opinion with respect to the\nvalidity of the securities that may be offered under this prospectus. We filed these opinions as exhibits to the registration statement of which this prospectus is a part. If counsel for any underwriters passes on legal matters in connection with an\noffering made under this prospectus, we will name that counsel in the prospectus supplement relating to that offering.

EXPERTS

The consolidated financial statements of Atmos Energy Corporation appearing in Atmos Energy Corporation’s Annual\nReport (Form 10-K) for the year ended September 30, 2024, and the effectiveness of Atmos Energy Corporation’s internal control over financial reporting as of September 30, 2024 have been\naudited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by\nreference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with\nthe Securities and Exchange Commission under the Exchange Act.

The SEC maintains a website that contains reports, proxy statements and\nother information about issuers, like us, who file electronically with the SEC. The address of that site is www.sec.gov. Unless specifically listed below under “Incorporation of Certain Documents by Reference” the information\ncontained on the SEC website is not incorporated by reference into this prospectus.

We have filed with the SEC a registration statement\non Form S-3, of which this prospectus is a part, which registers the securities we are offering. The registration statement, including the attached exhibits and schedules, contains additional relevant\ninformation about us and the securities offered. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information in this prospectus that we have filed with it. This means that we can\ndisclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus, except for any information that is superseded by\ninformation that is included directly in this prospectus or the applicable prospectus supplement relating to an offering of our securities.

We incorporate by reference into this prospectus the documents listed below and any future filings we make with the SEC under Sections 13(a),\n13(c), 14 or 15(d) of the Exchange Act prior to the termination of our offering of securities. These additional documents include periodic reports, such as annual reports on Form 10-K and quarterly reports on\nForm 10-Q, and current reports on Form 8-K (other than information furnished under Items 2.02 and 7.01 or corresponding information furnished under Item 9.01 as an\nexhibit, which is deemed not to be incorporated by reference in this prospectus), as well as proxy statements (other than information identified in them as not incorporated by reference). You should review these filings as they may disclose a change\nin our business, prospects, financial condition or other affairs after the date of this prospectus.

This prospectus incorporates by\nreference the documents listed below that we have filed with the SEC but have not been included or delivered with this document:

\n\n\n\n\n

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Our annual report on Form\n 10-K for the fiscal year ended September 30, 2024;

\n\n\n\n\n

•

The sections of our definitive\n proxy statement for the annual meeting of shareholders on February 7, 2024 and incorporated by reference into our annual report on Form 10-K for the year ended September 30, 2023;\n

\n\n\n\n\n

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Our current reports on Form 8-K filed on October\n 1, 2024 (two filed on this date); and

\n\n\n\n\n

•

The description of our common stock contained in Exhibit\n 4.1(b) to our annual report on Form 10-K for the fiscal year ended September 30, 2024.

These documents\ncontain important information about us and our financial condition.

You may obtain a copy of any of these filings, or any of our future\nfilings, from us without charge by requesting it in writing or by telephone at the following address or telephone number:

Atmos Energy\nCorporation

1800 Three Lincoln Centre

5430 LBJ Freeway

Dallas, Texas\n75240

Attention: Daniel M. Meziere

(972) 934-9227

Our website is www.atmosenergy.com; any information on or connected to our website is not part of this prospectus.

$700,000,000

\n\n\n $\"LOGO\"$ \n

Atmos Energy Corporation

6.000% Senior Notes due 2036

PROSPECTUS SUPPLEMENT

Joint Book-Running Managers

BNP PARIBAS

Credit\nAgricole CIB

US Bancorp

CIBC Capital Markets

MUFG

TD Securities\n

Co-Manager

Huntington Capital Markets

October 6, 2026

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