Supplemental Prospectus (Form 424B5)

Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-239467

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to sell these securities, and are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS SUPPLEMENT DATED DECEMBER 1, 2021

PROSPECTUS SUPPLEMENT

(To Prospectus dated June 26, 2020)

$

Shares of % Series C Fixed-Rate Reset Cumulative
Redeemable

Perpetual Preferred Stock

(Liquidation Preference of $1,000 Per Share)

Dominion Energy, Inc. is offering shares of % Series C Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, without par value, with a $1,000 liquidation preference per share (the "Series C Preferred Stock").

Dividends on the Series C Preferred Stock, when, as and if declared by our board of directors (the "Board"), will be payable on the liquidation preference amount, on a cumulative basis, semi-annually in arrears on the 15th day of April and October of each year, commencing on April 15, 2022. Dividends on the Series C Preferred Stock will accumulate daily and be cumulative from, and including, the date of original issuance of the Series C Preferred Stock.

The initial dividend rate for the Series C Preferred Stock will be % per annum from and including the date of original issuance to, but excluding, April 15, 2027 (the "First Reset Date"). On and after the First Reset Date, the dividend rate on the Series C Preferred Stock for each Reset Period (as defined herein) will be equal to the Five-year U.S. Treasury Rate as of the most recent Reset Dividend Determination Date (as defined herein) plus a spread of %.

The shares of Series C Preferred Stock are perpetual and have no maturity date. We may, at our option, redeem the Series C Preferred Stock:

plus, in each case, all accumulated and unpaid dividends (whether or not declared) to, but excluding, such redemption date. See "Description of the Series C Preferred Stock-Optional Redemption."

The Series C Preferred Stock will not have voting rights, except as set forth under "Description of the Series C Preferred Stock-Voting Rights."

The Series C Preferred Stock is a new issue of securities with no established trading market. We do not intend to apply for the listing or trading of the Series C Preferred Stock on any securities exchange or trading facility or for inclusion of the Series C Preferred Stock in any automated dealer quotation system.

Investing in the Series C Preferred Stock involves risks. See "Risk Factors" beginning on page S-16 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.

We expect the Series C Preferred Stock to be ready for delivery only in book-entry form through the facilities of The Depository Trust Company (DTC) for the accounts of its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about December , 2021.

Joint Book-Running Managers

Co-Manager

Siebert Williams Shank

The date of this prospectus supplement is December , 2021.

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering of Series C Preferred Stock and certain other matters relating to us and our financial condition. The second part, the accompanying base prospectus, gives more general information about us and the securities we may offer from time to time, some of which does not apply to this offering of Series C Preferred Stock. Generally, when we refer to the prospectus, we are referring to both parts of this document combined. To the extent the information in the prospectus supplement differs from the information in the accompanying base prospectus, you should only rely on the information in the prospectus supplement.

You should rely only on the information contained in this document or to which this document refers you, or in other offering materials filed by us with the Securities and Exchange Commission (the "SEC"). We have not authorized anyone, and we have not authorized the underwriters to authorize anyone, to provide you with different information. We take no responsibility for, and can provide no assurance as to the reliability of, any different or inconsistent information. This document may only be used where it is legal to sell these securities.

It is important for you to read and consider all of the information contained in, or incorporated by reference into, this prospectus supplement and the accompanying base prospectus in making your investment decision. You should not assume that the information contained or incorporated by reference in this prospectus supplement or in the accompanying base prospectus is accurate as of any date other than the date of the relevant document. Our business, financial condition, results of operations and prospects may have changed since the date of such information.

We include cross-references in this prospectus supplement and the accompanying base prospectus to captions in those documents where you can find additional related discussions.

You should not consider any information in this prospectus supplement or the accompanying base prospectus to be investment, legal or tax advice. You should consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding the purchase of shares of Series C Preferred Stock. We are not making any representation to you regarding the legality of an investment in shares of Series C Preferred Stock by you under applicable investment or similar laws.

Unless we have indicated otherwise, or the context otherwise requires, references in this prospectus supplement to "Dominion Energy," "we," "us," "our" and the "Company" are to Dominion Energy, Inc., a Virginia corporation, and any successor obligor, and not to any of its subsidiaries.

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TABLE OF CONTENTS

Prospectus Supplement

Base Prospectus

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our file number with the SEC is 001-08489. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. Our SEC filings are also available on our website at http://www.dominionenergy.com. Our website also includes other information about us and certain of our subsidiaries. The information available on our website (other than the documents expressly incorporated by reference into this prospectus supplement as set forth below) is not incorporated by reference into this prospectus supplement and you should not consider such information a part of this prospectus supplement.

The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement and information that we file later with the SEC will automatically update or supersede this information. We make some of our filings with the SEC on a combined basis with one of our subsidiaries, Virginia Electric and Power Company ("Virginia Power"). Our combined filings with the SEC represent separate filings by Virginia Power and us. We incorporate by reference the documents listed below (other than any portions of the documents not deemed to be filed) and any future filings made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except those portions of filings that relate to Virginia Power as a separate registrant, until such time as all of the securities covered by this prospectus supplement have been sold:

You may request a copy of these filings, at no cost, by writing or telephoning us at:

Corporate Secretary, Dominion Energy, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Telephone (804) 819-2000.

FORWARD-LOOKING INFORMATION

We have included certain information in this prospectus supplement or other offering materials which is "forward-looking information" as defined by the Private Securities Litigation Reform Act of 1995. Examples include discussions as to our expectations, beliefs, plans, goals, objectives and future financial or other performance or assumptions concerning matters discussed in this prospectus. This information, by its nature, involves estimates, projections, forecasts and uncertainties that could cause actual results or outcomes to differ substantially from those expressed in the forward-looking statement.

The businesses that we and our subsidiaries conduct are influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our ability to control. We have identified a number of these factors in our annual and quarterly reports as described under the heading

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"Risk Factors" and we refer you to that discussion for further information. These factors include but are not limited to:

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Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made.

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RISK FACTORS

In considering whether to purchase the Series C Preferred Stock, you should carefully consider all of the information we have included or incorporated by reference into this prospectus supplement. In particular, you should carefully consider the risk factors pertaining to the Series C Preferred Stock described below, as well as the discussions of risks relating to our business under the caption "Risk Factors" in our annual report on Form 10-K for the fiscal year ended December 31, 2020 and our quarterly report on Form 10-Q for the quarter ended September 30, 2021 and the factors listed in "Forward-Looking Information" in this prospectus supplement, before deciding whether to invest in the Series C Preferred Stock.

Risks Related to the Series C Preferred Stock

The Series C Preferred Stock ranks junior to all of our indebtedness and other liabilities and is structurally subordinated to any indebtedness, preferred stock or other liabilities of our subsidiaries.

In the event of our bankruptcy, liquidation, reorganization or other winding-up, our assets will be available to pay the liquidation preference of the Series C Preferred Stock only after all of our indebtedness and other liabilities have been paid. In addition, we are a holding company for several direct and indirect subsidiaries, and the Series C Preferred Stock will be structurally junior to all existing and future indebtedness and other liabilities (including trade payables) of our subsidiaries and any capital stock of our subsidiaries not held by us. The holders of the Series C Preferred Stock have no right to participate in the distribution of assets of our subsidiaries (except to the extent that we have satisfied all of our liabilities and have recognized claims or interests in the assets of such subsidiaries). Consequently, if we are forced to liquidate our assets to pay our creditors, we may not have sufficient assets remaining to pay the liquidation preference of any or all of the Series C Preferred Stock then outstanding. We and our subsidiaries may incur substantial amounts of additional debt and other obligations.

We currently have no Senior Stock outstanding, and we own all of the equity interest of our subsidiaries. The Series A Preferred Stock and Series B Preferred Stock are the only Parity Stock currently outstanding. As of September 30, 2021, we had approximately $16.5 billion principal amount of outstanding long-term indebtedness on an unconsolidated basis (including securities due within one year), all of which is senior in right of payment to the Series C Preferred Stock. As of September 30, 2021, our subsidiaries had approximately $21.4 billion principal amount of outstanding long-term debt (including securities due within one year).

We are a holding company and will require cash from our subsidiaries to make dividend payments on the Series C Preferred Stock.

Obligations under the Series C Preferred Stock, including with respect to the payment of any dividends, are solely the obligations of Dominion Energy, and no other entity, including our subsidiaries, will have any obligation, contingent or otherwise, to make payments in respect of the Series C Preferred Stock. Because we are a holding company and conduct all of our operations through our subsidiaries, which include Virginia Power, Dominion Energy Questar, SCANA and other subsidiaries, our ability to meet our obligation to make any payments with respect to the Series C Preferred Stock is dependent on the earnings and cash flows of those subsidiaries and the ability of those subsidiaries to pay dividends or to advance or repay funds to us. The ability of our subsidiaries to pay dividends or to advance or repay funds to us may be subject to certain contractual restrictions. In addition, our regulated subsidiaries may, from time to time, be subject to certain restrictions imposed by regulators on their ability to pay dividends or to advance or repay funds to us. For a discussion of any current or potential material restrictions on the ability of our subsidiaries to pay dividends or to advance or repay funds to us, please refer to the quarterly and annual reports that we file with the SEC. If we are unable to obtain cash from our subsidiaries, we may be unable to fund dividend or other payments in respect of the Series C Preferred Stock.

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Dividends on the Series C Preferred Stock are only payable if declared by the Board and permitted by Virginia law.

Dividends on the Series C Preferred Stock will be paid only if declared by the Board. The Board is not legally obligated or required to declare dividends on the Series C Preferred Stock even if we have funds available for such purposes. In addition, even if the Board declares a dividend, we cannot make payments of cash in respect of dividends to the extent such payments are not permitted under Virginia law, although dividends on the Series C Preferred Stock will continue to accumulate even if not then permitted under Virginia law. If we do not declare and pay dividends on the Series C Preferred Stock, the market price of the Series C Preferred Stock is likely to be adversely affected. As a result of our ability to not pay dividends on the Series C Preferred Stock, the market price of the Series C Preferred Stock may be more volatile than the market prices of other securities that are not subject to such a feature.

Agreements to which we are or may become a party, including the purchase contract and pledge agreement relating to our 2019 Series A Equity Units, may restrict our ability to pay dividends on, redeem or make other payments with respect to the Series C Preferred Stock.

Under the terms of the purchase contract and pledge agreement relating to our 2019 Series A Equity Units, if we elect to defer the payment of contract adjustment payments under the 2019 Series A Equity Units, we will be prohibited from paying dividends on, redeeming or making other payments with respect to the Series C Preferred Stock until such time as all deferred contract adjustment payments have been made.

In addition, agreements to which we become a party, including agreements governing any future indebtedness of ours, may further limit our ability to pay cash dividends on our capital stock, including the Series C Preferred Stock. In the event that any such agreements restrict our ability to pay dividends on the Series C Preferred Stock, we may be unable to pay dividends on the Series C Preferred Stock unless we can refinance the amounts outstanding under such agreements or obtain a consent or amendment under such agreements.

Investors should not expect us to redeem the Series C Preferred Stock on the first or any other date on which it is redeemable.

The Series C Preferred Stock will be a perpetual equity security. This means that it will have no maturity or mandatory redemption date and will not be redeemable at the option of holders. By its terms, the Series C Preferred Stock may be redeemed by us at our option either in whole or in part, from time to time, during any Redemption Period. Any decision we may make at any time to redeem the Series C Preferred Stock will depend upon, among other things, our evaluation of the overall level and quality of our capital components, considered in light of our risk exposures, earnings and growth strategy, as well as general market conditions at such time. Accordingly, investors should not expect us to redeem the Series C Preferred Stock on the first or any other date on which it is redeemable.

We may redeem the Series C Preferred Stock at any time (including outside of a Redemption Period) in the event of a Ratings Event.

The Series C Preferred Stock may be redeemed by us at our option in whole, but not in part, at any time within 120 days after the conclusion of any review or appeal process instituted by us following the occurrence of a Ratings Event, at a redemption price in cash equal to $1,020 per share of Series C Preferred Stock, plus all accumulated and unpaid dividends (whether or not declared) to, but excluding, such redemption date. If we choose to redeem the Series C Preferred Stock, you may not be able to reinvest the redemption proceeds in a comparable security at an effective dividend or interest rate as high as the dividend payable on the Series C Preferred Stock.

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There may be future sales of Series C Preferred Stock, which may adversely affect the market price of the Series C Preferred Stock.

We are not restricted from issuing additional Series C Preferred Stock or securities similar to the Series C Preferred Stock, including any securities that are convertible into or exchangeable for, or that represent the right to receive, Series C Preferred Stock. Holders of the Series C Preferred Stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series. The market price of the Series C Preferred Stock could decline as a result of sales of Series C Preferred Stock or of other securities made after this offering and the Concurrent Pension Contribution or the perception that such sales could occur. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any future offerings. Thus, holders of the Series C Preferred Stock bear the risk of our future offerings reducing the market price of the Series C Preferred Stock and diluting their holdings in the Series C Preferred Stock.

If we do not pay full dividends on our existing or any future Parity Stock, we will not be able to pay full dividends on the Series C Preferred Stock, and if we do not pay dividends on any future Senior Stock, we will not be able to pay any dividends on the Series C Preferred Stock.

When dividends are not paid in full on any shares of outstanding Parity Stock for a dividend period, all dividends declared with respect to shares of Series C Preferred Stock and all shares of outstanding Parity Stock for such dividend period shall be declared pro rata so that the respective amounts of such dividends declared bear the same ratio to each other as all accumulated but unpaid dividends per share on the shares of Series C Preferred Stock and all shares of outstanding Parity Stock for such dividend period bear to each other. Therefore, if we do not pay full dividends on any outstanding shares of Parity Stock, we will not be able to pay full dividends on the Series C Preferred Stock. Similarly, if we issue any series of Senior Stock, we expect that if we do not pay any amount of stated dividends thereon, we will not be able to pay any dividends on the Series C Preferred Stock.

The Series C Preferred Stock may not have an active trading market.

The Series C Preferred Stock is a new issue of securities with no established trading market. The Series C Preferred Stock will not be listed on any securities exchange or included in any automated dealer quotation system. As a result, we cannot assure you that an active after-market for the Series C Preferred Stock will develop or be sustained or that holders of the Series C Preferred Stock will be able to sell their shares of Series C Preferred Stock at favorable prices or at all. The difference between bid and ask prices in any secondary market for the Series C Preferred Stock could be substantial. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the Series C Preferred Stock, and holders of the Series C Preferred Stock (which does not have a maturity date) may be required to bear the financial risks of an investment in the Series C Preferred Stock for an indefinite period of time.

Future sales of any Pension Shares could adversely impact the market for the Series C Preferred Stock.

Any Pension Shares will not be subject to a mandatory holding period and will be held in an account over which an independent fiduciary will exercise discretionary authority in connection with the maintenance and disposition of such shares, subject to the Trust's investment guidelines which are established by the Dominion Energy, Inc. Asset Management Committee (the "Committee"). The investment guidelines, which may be amended by the Committee, require that any Pension Shares be managed in a prudent manner and direct the independent fiduciary to endeavor not to sell any Pension Shares immediately after contribution unless the independent fiduciary determines such sales are required by ERISA (as defined herein) or other applicable law. The investment guidelines further require that any Pension Shares be held for not more than twenty-four months; provided, that the independent fiduciary may, in its sole discretion, hold such shares for a longer period based on its assessment of current capital market conditions. Should the independent fiduciary, acting in accordance with the investment guidelines, elect to sell all or a material portion of the Pension Shares at one time or within a compressed time period, such sales could adversely impact the market for, and price of, the Series C Preferred Stock.

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The voting rights of holders of the Series C Preferred Stock will be limited.

Holders of the Series C Preferred Stock have no voting rights with respect to matters that generally require the approval of voting shareholders. The limited voting rights of holders of the Series C Preferred Stock include the right to vote as a single class on certain matters that may affect the preference or special rights of the Series C Preferred Stock, as described under "Description of the Series C Preferred Stock-Voting Rights." In addition, if dividends on the Series C Preferred Stock have not been declared and paid for three semi-annual full dividend periods, whether or not for consecutive dividend periods, holders of the outstanding Series C Preferred Stock together with the holders of any outstanding shares of voting preferred stock (as defined herein), voting together as a single class, with each series having a number of votes proportionate to the aggregate liquidation preference of the outstanding shares of such series, ranking equal with the Series C Preferred Stock with similar voting rights, will be entitled to vote for the election of two additional directors, subject to the terms and to the limited extent described under "Description of the Series C Preferred Stock-Voting Rights."

A downgrade, suspension or withdrawal of, or change in, the methodology used to determine any rating assigned by a rating agency to us or our securities, including the Series C Preferred Stock, could cause the liquidity or trading price of the Series C Preferred Stock to decline significantly.

Actual or anticipated changes in the credit ratings assigned to the Series C Preferred Stock or our credit ratings generally could affect the trading price of the Series C Preferred Stock. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. In addition, credit rating agencies continually review their ratings for the companies that they follow, including us. The credit rating agencies also evaluate the energy industry as a whole and may change their credit rating for us and our securities, including the Series C Preferred Stock, based on their overall view of our industry. A downgrade, withdrawal, or the announcement of a possible downgrade or withdrawal of the ratings assigned to the Series C Preferred Stock, us or our other securities, or any perceived decrease in our creditworthiness could cause the trading price of the Series C Preferred Stock to decline significantly.

The rating agencies that currently or may in the future publish a rating for us or the Series C Preferred Stock may from time to time in the future change the methodologies that they use for analyzing securities with features similar to the Series C Preferred Stock. This may include, for example, changes to the relationship between ratings assigned to an issuer's senior securities and ratings assigned to securities with features similar to the Series C Preferred Stock, which is sometimes called "notching." If the rating agencies change their practices for rating these securities in the future, and the ratings of the Series C Preferred Stock are subsequently lowered or "notched" further, the trading price of the Series C Preferred Stock could be negatively affected.

The dividend rate will reset on the First Reset Date and each subsequent Reset Date and any dividends declared may be less than the initial fixed annual rate of % in effect until the First Reset Date.

The annual dividend rate on the Series C Preferred Stock for each Reset Period will equal the Five-year U.S. Treasury Rate as of the most recent Reset Dividend Determination Date plus %. Therefore, any dividends declared after the First Reset Date could be more or less than the fixed rate for the initial five-year period. We have no control over the factors that may affect U.S. Treasury Rates, including geopolitical conditions and economic, financial, political, regulatory, judicial or other events that may impact U.S. Treasury Rates.

Historical five-year U.S. Treasury Rates are not an indication of future five-year U.S. Treasury Rates.

As noted above, the annual dividend rate on the Series C Preferred Stock for each Reset Period will be set by reference to the Five-year U.S. Treasury Rate as of the most recent Reset Dividend Determination Date. In the past, U.S. Treasury Rates have experienced significant fluctuations. You should note that historical levels, fluctuations and trends of U.S. Treasury Rates are not necessarily indicative of future levels. Any historical upward or downward trend in U.S. Treasury Rates is not an indication that U.S. Treasury Rates are more or less likely to increase or decrease at any time after the First Reset Date, and you should not take the historical U.S. Treasury Rates as an indication of future rates.

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USE OF PROCEEDS

We intend to use the net proceeds from this offering for general corporate purposes and to repay short-term debt, which as of October 31, 2021 included $3.1 billion in outstanding commercial paper with a weighted average yield of 0.2359% per year and a weighted average day to maturity of approximately 23 days.

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DESCRIPTION OF OUR CAPITAL STOCK

As of the date of this prospectus supplement, our authorized capital stock consists of 20 million shares of preferred stock and 1.75 billion shares of common stock. As of October 29, 2021, approximately 810 million shares of our common stock were issued and outstanding and approximately 2.4 million shares of our preferred stock were issued and outstanding. No holder of shares of common stock or preferred stock has any preemptive rights.

Our capital stock and certain provisions of the Virginia Stock Corporation Act and our articles of incorporation and bylaws are described in the "Description of Capital Stock" section in the accompanying base prospectus.

For information concerning the Series C Preferred Stock, see "Description of the Series C Preferred Stock."

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DESCRIPTION OF THE SERIES C PREFERRED STOCK

The following description is a summary of some of the terms of our Series C Preferred Stock. This description of the Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the pertinent sections of our articles of incorporation, as restated and further amended, and as further amended by the articles of amendment establishing the Series C Preferred Stock, and our by-laws, as currently in effect, and applicable laws. Copies of the articles of amendment establishing the Series C Preferred Stock and the form of stock certificate evidencing the Series C Preferred Stock are available upon request from us.

General

Under our articles of incorporation, one or more of our senior officers, acting under authority granted by the Board, will designate shares of our authorized but unissued preferred stock as, and approve an amendment to our articles of incorporation creating, a series of our preferred stock designated as the % Series C Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, which we refer to as the Series C Preferred Stock.

The shares of Series C Preferred Stock offered by this prospectus supplement and the accompanying prospectus are part of a single series of authorized preferred stock consisting of shares, which includes approximately shares to be issued in the Concurrent Pension Contribution. We may, at any time and from time to time, without notice to, or the consent of, holders of the Series C Preferred Stock, elect to issue additional shares of the Series C Preferred Stock, and all such additional shares would be deemed to form a single series with the Series C Preferred Stock offered hereby and issued in the Concurrent Pension Contribution. Each such additional share of Series C Preferred Stock shall be identical in all respects to every other share of Series C Preferred Stock.

The Series C Preferred Stock will rank senior to the Junior Stock (as defined herein) and equally with the Parity Stock (as defined herein), with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding-up of our affairs. In addition, we will generally be able to pay dividends and any redemption price only when permitted by Virginia law and to make distributions upon liquidation, dissolution or winding-up of our affairs only out of legally available funds for such payment (i.e., after taking account of all indebtedness and other non-equity claims). The Series C Preferred Stock will be fully paid and nonassessable when issued, which means that holders will have paid their purchase price in full and that we may not ask them to surrender additional funds. Holders of the Series C Preferred Stock will not have preemptive or subscription rights to acquire more of our stock.

The shares of Series C Preferred Stock are equity interests in Dominion Energy, Inc., do not constitute indebtedness, and unlike our indebtedness, will not give rise to a claim for payment of a principal amount at a particular date. As such, the Series C Preferred Stock is subordinated to all of our existing and future indebtedness (including without limitation indebtedness outstanding under our credit facilities, our senior unsecured notes, our junior subordinated notes and our commercial paper) with respect to assets available to satisfy claims against us. The Series C Preferred Stock would also rank junior to any Senior Stock (as defined herein) that we may issue in the future. As of the date of this prospectus supplement, we do not currently have any Junior Stock, other than the common stock, or any Senior Stock outstanding. As of the date of this prospectus supplement, Parity Stock consisted of 1,610,000 shares of the Series A Preferred Stock with an aggregate liquidation value of approximately $1.6 billion and 800,000 shares of Series B Preferred Stock with an aggregate liquidation value of $800 million. As of September 30, 2021, we had approximately $16.5 billion principal amount of outstanding long-term indebtedness on an unconsolidated basis (including securities due within one year), all of which is senior in right of payment to the Series C Preferred Stock. As of September 30, 2021, our subsidiaries had approximately $21.4 billion principal amount of outstanding long-term debt (including securities due within one year).

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The Series C Preferred Stock will not be convertible into, or exchangeable for, shares of any of our other class or series of stock or our other securities. The Series C Preferred Stock has no stated maturity and will not be subject to any sinking fund, retirement fund or purchase fund or our other obligation to redeem, repurchase or retire the Series C Preferred Stock.

Dividends

Dividends on the Series C Preferred Stock, when, as and if declared by the Board, will be payable on the liquidation preference amount, on a cumulative basis, semi-annually in arrears on the 15th day of April and October of each year, commencing on April 15, 2022; provided that if any scheduled dividend payment date is not a business day (as defined herein), then the payment will be made on the next succeeding business day and no additional dividends or interest will accumulate as a result of that postponement. Dividends on the Series C Preferred Stock will accumulate daily and be cumulative from, and including, the date of original issuance of the Series C Preferred Stock. "Business day" means any day other than a Saturday or a Sunday or any other day on which banking institutions and trust companies in New York City, New York are authorized or required by law or executive order to remain closed.

Each date on which dividends are payable pursuant to the foregoing paragraph, subject to adjustment as provided above, is a "dividend payment date," and dividends for each dividend payment date are payable with respect to the dividend period (or portion thereof) ending on the day preceding such dividend payment date, in each case to holders of record as of the close of business on the applicable record date, which will be the 15th calendar day before such dividend payment date or, if the shares of Series C Preferred Stock are held in global book-entry form, the Business Day immediately preceding the applicable dividend payment date. Dividend record dates will apply regardless of whether a particular dividend record date is a Business Day.

The initial dividend rate for the Series C Preferred Stock from and including the date of original issuance to, but excluding, April 15, 2027 (the "First Reset Date") will be % per annum of the $1,000 liquidation preference per share. On and after the First Reset Date, the dividend rate on the Series C Preferred Stock for each Reset Period (as defined herein) will be equal to the Five-year U.S. Treasury Rate as of the most recent Reset Dividend Determination Date (as defined herein) plus a spread of %.

The applicable dividend rate for each Reset Period will be determined by the calculation agent (as described below), as of the applicable Reset Dividend Determination Date (as defined herein), in accordance with the following provisions:

"Five-year U.S. Treasury Rate" means, as of any Reset Dividend Determination Date, as applicable, (i) an interest rate (expressed as a decimal) determined to be the per annum rate equal to the arithmetic mean, for the immediately preceding week, of the daily yields to maturity for U.S. Treasury securities with a maturity of five years from the next Reset Date (as defined herein) and trading in the public securities markets or (ii) if the H.15 is not published during the week preceding the Reset Dividend Determination Date, or does not contain such yields, then the rate will be determined by interpolation between the arithmetic mean, for the immediately preceding week, of the daily yields to maturity for each of the two series of U.S. Treasury securities trading in the public securities markets, (A) one maturing as close as possible to, but earlier than, the Reset Date following the next succeeding Reset Dividend Determination Date, and (B) the other maturity as close as possible to, but later than, the Reset Date following the next succeeding Reset Dividend Determination Date, in each case as published in the most recent H.15 under the caption "Treasury Constant Maturities" as the yield on actively traded U.S. Treasury securities adjusted to constant maturity. If we or our designee, after consulting with us, determines on the relevant Reset Dividend Determination Date that the Five-Year U.S. Treasury Rate cannot be determined pursuant to the method described above, we or such designee, after consulting with us, may determine whether there is an industry-accepted substitute or successor rate to the Five-Year U.S. Treasury Rate. If we or such designee, after consulting with us, determines there is such a substitute or successor rate, then such rate will replace the Five-Year U.S. Treasury Rate for all purposes under the Series C Preferred Stock. If we or our designee, after consulting with us, have determined a substitute or successor base rate in accordance with the foregoing, we or our designee, after consulting with us, may determine the business day convention, the

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definition of "Business Day" and the Reset Dividend Determination Date to be used and any other relevant methodology for calculating such substitute or successor rate, including any adjustment factor needed to make such substitute or successor rate comparable to the Five-Year U.S. Treasury Rate, in a manner that is consistent with industry-accepted practices for such substitute or successor rate. If we or our designee, after consulting with us, determines there is no such substitute or successor rate, then the Five-Year U.S. Treasury Rate will be the same rate determined under clauses (i) or (ii) above for the immediately preceding Reset Dividend Determination Date, or if this sentence is applicable with respect to the first Reset Dividend Determination Date, %.

"H.15" means the statistical release designated as such, or any successor publication, published by the Board of Governors of the U.S. Federal Reserve System.

"Most recent H.15" means the H.15 published closest in time but prior to the close of business on the second business day prior to the applicable Reset Date.

"Reset Date" means the First Reset Date and each date falling on the fifth anniversary of the preceding Reset Date.

"Reset Dividend Determination Date" means, in respect of any Reset Period, the day falling two business days prior to the beginning of such Reset Period.

"Reset Period" means the period from and including the First Reset Date to, but excluding, the next following Reset Date and thereafter each period from and including each Reset Date to, but excluding, the next following Reset Date.

As noted above, the applicable dividend rate for each Reset Period will be determined by the calculation agent, as of the applicable Reset Dividend Determination Date. Promptly upon such determination, the calculation agent will notify us of the dividend rate for the Reset Period. The calculation agent's determination of any dividend rate, and its calculation of the amount of dividends for any dividend period beginning on or after the First Reset Date will be on file at our principal offices, will be made available to any holder of the Series C Preferred Stock upon request and will be final and binding in the absence of manifest error.

We will give notice of the relevant Five-year U.S. Treasury Rate as soon as practicable to the Transfer Agent and the holders of the Series C Preferred Stock.

A "dividend period" means each period commencing on (and including) a dividend payment date and continuing to, but excluding, the next succeeding dividend payment date or any earlier redemption date, except that the first dividend period for the initial issuance of Series C Preferred Stock shall commence on (and include) the original issuance date.

The amount of the dividend per share of Series C Preferred Stock will be calculated for each dividend period (or portion thereof) on the basis of a 360-day year consisting of twelve 30-day months. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward.

Dividends on the Series C Preferred Stock will be cumulative (i) whether or not we have earnings, (ii) whether or not the payment of such dividends is then permitted under Virginia law, (iii) whether or not such dividends are authorized or declared and (iv) whether or not any agreements we are party to prohibit the current payment of dividends, including any agreement relating to our indebtedness. Accordingly, if the Board does not declare a dividend on the Series C Preferred Stock payable in respect of any dividend period before the related dividend payment date, such dividend shall accumulate and an amount equal to such accumulated dividend shall become payable out of funds legally available therefor upon the liquidation, dissolution or winding-up of our affairs (or earlier redemption of such shares of Series C Preferred Stock), to the extent not paid prior to such liquidation, dissolution or winding-up or earlier redemption, as the case may be. No interest, or sum of money in lieu of interest, will be payable on any dividend payment that may be in arrears on the Series C Preferred Stock.

We will not declare or pay, or set aside for payment, full dividends on the Series C Preferred Stock or any Parity Stock for any dividend period unless the full cumulative dividends have been declared and paid (or

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declared and a sum sufficient for the payment thereof has been set aside) on the Series C Preferred Stock and any Parity Stock through the most recently completed dividend period for each such security.

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside) in full on the Series C Preferred Stock or any Parity Stock on any dividend payment date (or, in the case of Parity Stock having dividend payment dates different from the dividend payment dates pertaining to the Series C Preferred Stock, on a dividend payment date falling within the related dividend period for the Series C Preferred Stock), all dividends declared on the Series C Preferred Stock and all such Parity Stock and payable on such dividend payment date (or, in the case of such Parity Stock having dividend payment dates different from the dividend payment dates pertaining to the Series C Preferred Stock, on a dividend payment date falling within the related dividend period for the Series C Preferred Stock) shall be declared pro rata so that the respective amounts of such dividends shall bear the same ratio to each other as all accumulated but unpaid dividends per Series C Preferred Stock and all such Parity Stock payable on such dividend payment date (or, in the case of such Parity Stock having dividend payment dates different from the dividend payment dates pertaining to the Series C Preferred Stock, on a dividend payment date falling within the related dividend period for the Series C Preferred Stock) bear to each other. Any portion of such dividends not declared and paid (or declared and a sum sufficient for payment thereof set aside) that are payable upon the Series C Preferred Stock and such Parity Stock in respect of such dividend period on such dividend payment date shall accumulate, and an amount equal to such undeclared portion of such dividends shall become payable out of funds legally available for the payment of dividends upon liquidation, dissolution or winding-up of our affairs (or earlier redemption of such shares of Series C Preferred Stock and such Parity Stock), to the extent not paid prior to such liquidation, dissolution or winding-up or earlier redemption.

So long as any Series C Preferred Stock remains outstanding, unless the full cumulative dividends have been declared and paid (or declared and a sum sufficient for the payment thereof has been set aside) on the Series C Preferred Stock and any Parity Stock through the most recently completed dividend period for each such security, we will not:

The foregoing restrictions, however, will not prohibit:

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The Series C Preferred Stock will rank junior as to payment of dividends to any class or series of our Senior Stock that we may issue in the future. If at any time we have failed to pay, on the applicable payment date, accumulated dividends on any class or series of Senior Stock, we may not pay any dividends on the outstanding Series C Preferred Stock or redeem or otherwise repurchase any shares of Series C Preferred Stock until we have paid or set aside for payment the full amount of the unpaid dividends on the Senior Stock that must, under the terms of such securities, be paid before we may pay dividends on, or redeem or repurchase, the Series C Preferred Stock.

No dividends on the Series C Preferred Stock shall be declared and paid (or declared and a sum sufficient for the payment thereof set aside) if (i) the terms and provisions of any agreement of ours, including any agreement relating to our indebtedness, prohibits such declaration and payment (or declaration and setting aside of a sum sufficient for the payment thereof) or such action would constitute a breach under any such agreement or (ii) the declaration and payment (or declaration and setting aside of a sum sufficient for the payment thereof) shall be restricted or prohibited by law. See "Risk Factors-Agreements to which we are or may become a party, including the purchase contract and pledge agreement relating to our 2019 Series A Equity Units, may restrict our ability to pay dividends on the Series C Preferred Stock."

Subject to the foregoing, dividends (payable in cash, stock or otherwise) may be declared by the Board and paid on our common stock and any other Junior Stock from time to time, and the Series C Preferred Stock shall not be entitled to participate in any such dividend.

Ranking

The Series C Preferred Stock will rank, with respect to anticipated dividends (whether cumulative or non-cumulative) and distributions upon the liquidation, dissolution or winding-up of our affairs:

In addition, the Series C Preferred Stock will be structurally subordinated to all debt, preferred equity and other liabilities of our subsidiaries, which means that creditors and any preferred equity holders of our subsidiaries will be paid from the assets of such subsidiaries before holders of the Series C Preferred Stock would have any claims to those assets.

We may issue Parity Stock and Junior Stock at any time and from time to time in one or more series without the consent of the holders of the Series C Preferred Stock. Our ability to issue any Senior Stock is limited as described under "-Voting Rights."

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Parity Stock with respect to the Series C Preferred Stock may include series of our preferred stock that have different dividend rates, redemption or conversion features, mechanics, liquidation preferences, dividend periods (e.g., quarterly rather than semi-annual), payment of dividends (whether cumulative or non-cumulative), payment dates or record dates than the Series C Preferred Stock.

As of the date of this prospectus supplement, we do not have any Junior Stock, other than the common stock, or any Senior Stock outstanding. As of the date of this prospectus supplement, Parity Stock consisted of 1,610,000 shares of Series A Preferred Stock with an aggregate liquidation value of approximately $1.6 billion and 800,000 shares of Series B Preferred Stock with an aggregate liquidation value of $800 million. As of September 30, 2021, we had approximately $16.5 billion principal amount of outstanding long-term indebtedness on an unconsolidated basis (including securities due within one year), all of which is senior in right of payment to the Series C Preferred Stock. As of September 30, 2021, our subsidiaries had approximately $21.4 billion principal amount of outstanding long-term debt (including securities due within one year).

Liquidation Rights

Upon any voluntary or involuntary liquidation, dissolution or winding-up of our affairs, holders of the Series C Preferred Stock are entitled to receive out of our assets legally available for distribution to shareholders, after satisfaction of all liabilities and obligations to our creditors, if any, and subject to the rights of holders of Senior Stock, if any, in respect of distributions upon liquidation, dissolution or winding-up of our affairs, and before any distribution of assets is made to or set aside for holders of common stock and any other Junior Stock, in full a liquidating distribution in the amount of $1,000 per share of Series C Preferred Stock, plus all accumulated and unpaid dividends (whether or not declared), if any. Holders of the Series C Preferred Stock will not be entitled to any other amounts from us after they have received their full liquidation preference (as defined below).

In any such distribution, if our assets are not sufficient to pay the liquidation preferences in full to all holders of the Series C Preferred Stock and all holders of any Parity Stock, the amounts paid to the holders of Series C Preferred Stock and to the holders of such Parity Stock will be paid pro rata in proportion to the full liquidating distributions to which they would otherwise respectively be entitled. In any such distribution, the "liquidation preference" of any holder of preferred stock means the amount payable to such holder in such distribution (assuming no limitation on our assets available for such distribution), including any unpaid, accumulated, cumulative dividends, whether or not declared (and, in the case of any Parity Stock on which dividends accumulate on a non-cumulative basis, an amount equal to any declared but unpaid dividends, as applicable). If the liquidation preference has been paid in full to all holders of the Series C Preferred Stock and holders of Parity Stock, the holders of our other stock shall be entitled to receive all our remaining assets according to their respective rights and preferences.

Our consolidation or merger with or into any other corporation, trust or other entity, or the voluntary sale, lease, transfer or conveyance of all or substantially all of our property or business, will not be deemed to constitute a voluntary or involuntary liquidation, dissolution or winding up of our affairs.

The articles of amendment for the Series C Preferred Stock do not contain any provision requiring funds to be set aside to protect the liquidation preference of the Series C Preferred Stock.

Optional Redemption

The Series C Preferred Stock is not subject to any mandatory redemption, sinking fund, retirement fund, purchase fund or other similar provisions. We may redeem the Series C Preferred Stock at our option:

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plus, in each case, all accumulated and unpaid dividends (whether or not declared) to, but excluding, such redemption date.

"Ratings Event" means that any nationally recognized statistical rating organization as defined in Section 3(a)(62) of the Exchange Act or in any successor provision thereto, that then publishes a rating for us (a "rating agency") amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Series C Preferred Stock, which amendment, clarification or change results in:

"Redemption Period" means any period from and including the 15th day of January immediately preceding a Reset Date through and including such Reset Date.

Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the dividend record date for a dividend period will not constitute a part of, or be paid to, the holder entitled to receive the redemption price on the redemption date, but rather will be paid to the holder of record of the redeemed shares on the dividend record date relating to such dividend payment date.

Holders of the shares of Series C Preferred Stock will not have the right to require the redemption or repurchase of the Series C Preferred Stock.

Redemption Procedures

If the Series C Preferred Stock is to be redeemed, the notice of redemption shall be given by first class mail, postage prepaid, to the holders of record of the Series C Preferred Stock to be redeemed, mailed not less than 10 days, nor more than 60 days, prior to the date fixed for redemption thereof (provided that, if the Series C Preferred Stock is held in book-entry form through DTC we may give such notice in any manner permitted by DTC). Each notice of redemption will include a statement setting forth:

If notice of redemption of any Series C Preferred Stock has been given, and if the funds necessary for such redemption have been set aside by us for the benefit of the holders of any Series C Preferred Stock so called for redemption, then, from and after the redemption date, dividends will cease to accrue on such Series C Preferred

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Stock, and such Series C Preferred Stock shall no longer be deemed outstanding and all rights of the holders of such Series C Preferred Stock will terminate, except only the right of the holders thereof to receive the amount payable on such redemption, without interest. Any funds unclaimed at the end of one year from the redemption date shall, to the extent permitted by law, be released by us, after which time the holders of such Series C Preferred Stock so called for redemption shall look only to us for payment of the redemption price of such Series C Preferred Stock.

In case of any redemption of only part of the Series C Preferred Stock at the time outstanding, the Series C Preferred Stock to be redeemed shall be selected either pro rata or by lot (or, in the event the Series C Preferred Stock is in the form of Global Securities (as defined herein), in accordance with the applicable procedures of DTC).

Voting Rights

Except as provided below or as otherwise required by applicable law, the holders of the Series C Preferred Stock will have no voting rights.

Right to Elect Two Directors Upon Nonpayment

Whenever dividends on any Series C Preferred Stock shall have not been paid in full for three semi-annual full dividend periods, whether or not for consecutive dividend periods (each, a "Nonpayment"), the number of directors then constituting the Board shall be increased by two and the holders of such Series C Preferred Stock, together with the holders of any outstanding shares of voting preferred stock (as defined herein), voting together as a single class, with each series having a number of votes proportionate to the aggregate liquidation preference of the outstanding shares of such series, will be entitled to vote for the election of the two additional members of the Board (the "Preferred Stock Directors"), provided that the election of any such directors shall not cause us to violate the corporate governance requirement of the NYSE (or any other securities exchange or other trading facility on which our securities may then be listed or traded) that listed companies must have a majority of independent directors. In that event, the number of directors on the Board shall be increased by two and the new directors shall be elected at a special meeting called at the request of the holders of record of at least 10% of the Series C Preferred Stock or of any other series of voting preferred stock (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders, in which event such election shall be held at such next annual or special meeting of shareholders), and at each subsequent annual meeting. These voting rights will continue until full cumulative dividends payable on the Series C Preferred Stock through the most recently completed dividend period shall have been fully paid or declared and a sum sufficient for payment thereof set aside for payment.

As used in this prospectus supplement, "voting preferred stock" means any other class or series of our preferred stock (including the Series A Preferred Stock and the Series B Preferred Stock) ranking equally with the Series C Preferred Stock either as to the payment of dividends (whether cumulative or non-cumulative) or the distribution of assets upon our liquidation, dissolution or winding-up and upon which like voting rights have been conferred and are exercisable. Whether a plurality, majority or other portion of the Series C Preferred Stock and any other voting preferred stock has been voted in favor of any matter shall be determined by reference to the liquidation preference of the Series C Preferred Stock and other voting preferred stock voted.

If and when all accumulated and unpaid dividends on the Series C Preferred Stock and all other voting preferred stock through the most recently completed dividend period shall have been paid in full or declared and a sum sufficient for payment thereof set aside for payment, the holders of the Series C Preferred Stock shall be divested of the foregoing voting rights (subject to revesting in the event of each subsequent Nonpayment) and, if such voting rights for all other holders of voting preferred stock have terminated, the term of office of each Preferred Stock Director so elected shall terminate and the number of directors on the board of directors shall be reduced by two. Any Preferred Stock Director may be removed at any time without cause by the holders of

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record of a majority of the outstanding Series C Preferred Stock and any other shares of voting preferred stock then outstanding (voting together as a single class) when they have the voting rights described above. So long as a Nonpayment shall continue, any vacancy in the office of a Preferred Stock Director (other than prior to the initial election after a Nonpayment) may be filled by the written consent of the Preferred Stock Director remaining in office, or, if none remains in office, by a vote of the holders of record of a majority of the outstanding Series C Preferred Stock and any other shares of voting preferred stock then outstanding (voting together as a single class) when they have the voting rights described above. Each Preferred Stock Director shall be entitled to one vote on any matter.

Other Voting Rights

So long as any Series C Preferred Stock remains outstanding, in addition to any other vote or consent of shareholders required by law or by our articles of incorporation, we will not, without the affirmative vote or consent of the holders of at least two-thirds of the outstanding Series C Preferred Stock and all other series of voting preferred stock (subject to the immediately succeeding paragraph below) entitled to vote thereon (voting together as a single class), given in person or by proxy, either in writing or at a meeting:

provided, however, that any increase in the amount of the authorized or issued Series C Preferred Stock or authorized preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of any other series of preferred stock ranking equally with and/or junior to the Series C Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon our liquidation, dissolution or winding-up of our affairs will not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series C Preferred Stock and shall not require the affirmative vote or consent of the holders of the Series C Preferred Stock.

If an amendment, alteration, repeal, share exchange, reclassification, merger or consolidation described above would materially and adversely affect the Series C Preferred Stock and one or more, but not all, series of voting preferred stock (including the Series C Preferred Stock for this purpose), then only the series materially and adversely affected by such event and entitled to vote shall vote on the matter together as a single class (in lieu of all other series of voting preferred stock).

To the fullest extent permitted by the law, without the consent of the holders of the Series C Preferred Stock, so long as such action does not adversely affect the rights, preferences, privileges and voting powers, and

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limitations and restrictions thereof, of the Series C Preferred Stock, taken as a whole, we may amend, alter, supplement or repeal any terms of the Series C Preferred Stock for the following purposes:

In addition, without the consent of the holders of the Series C Preferred Stock, we may amend, alter, supplement or repeal any terms of the Series C Preferred Stock to conform the terms of the Series C Preferred Stock to the description thereof in the accompanying prospectus as supplemented and/or amended by this "Description of the Series C Preferred Stock" section of the preliminary prospectus supplement for the Series C Preferred Stock, as further supplemented and/or amended by the related pricing term sheet.

Holders of shares of Series C Preferred Stock will not be entitled to vote with respect to any increase in the total number of authorized shares of our common stock or preferred stock, any increase in the number of authorized shares of the Series C Preferred Stock or the creation or issuance of any other class or series of capital stock, or any increase in the number of authorized shares of any other class or series of capital stock, in each case, ranking on parity with or junior to the Series C Preferred Stock with respect to the payment of dividends and/or the distribution of assets upon liquidation, dissolution or winding up, except as set forth above.

Holders of shares of Series C Preferred Stock will not have any voting rights with respect to, and the consent of the holders of shares of Series C Preferred Stock is not required for, the taking of any corporate action, including any merger or consolidation involving us or a sale of all or substantially all of our assets, regardless of the effect that such merger, consolidation or sale may have upon the powers, preferences, voting power or other rights or privileges of the Series C Preferred Stock, except as set forth above.

The foregoing voting provisions will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required shall be effected, all outstanding Series C Preferred Stock shall have been redeemed or called for redemption upon proper notice, and sufficient funds shall have been set aside by us for the benefit of the holders of Series C Preferred Stock to effect such redemption.

Transfer Agent and Registrar

Broadridge Corporate Issuer Solutions, Inc. will be the transfer agent, registrar and dividend disbursing agent for the Series C Preferred Stock.

Calculation Agent

Unless we have validly called all shares of the Series C Preferred Stock for redemption during the first Redemption Period, we will appoint a banking institution or trust company as calculation agent for the Series C Preferred Stock prior to the Reset Dividend Determination Date preceding the First Reset Date. If we are unable to appoint a calculation agent using commercially reasonable efforts, we may appoint ourselves or an affiliate of ours as calculation agent.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of material U.S. federal income tax considerations relevant to the purchase, ownership and disposition of the Series C Preferred Stock, and does not purport to be a complete analysis of all potential U.S. federal income tax considerations. This discussion deals only with shares of the Series C Preferred Stock held as capital assets, within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"), by holders who purchase such shares in this offering.

This discussion does not cover all aspects of U.S. federal income taxation that may be relevant to the purchase, ownership or disposition of the Series C Preferred Stock by prospective investors in light of their particular circumstances. In particular, this discussion does not address all of the tax considerations that may be relevant to persons in special tax situations, including tax-exempt organizations, insurance companies, banks or other financial institutions, dealers in securities or currencies, entities or arrangements treated as partnerships for U.S. federal income tax purposes or other flow-through entities (and investors therein), subchapter S corporations, retirement plans, individual retirement accounts or other tax-deferred accounts, real estate investment trusts, regulated investment companies, persons liable for the alternative minimum tax, persons that are "controlled foreign corporations" or "passive foreign investment companies," persons subject to special tax accounting rules as a result of any item of gross income with respect to the Series C Preferred Stock being taken into account in an applicable financial statement, certain former citizens or former long-term residents of the United States, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons that will hold the Series C Preferred Stock as a position in a hedging transaction, "straddle," constructive sale, "conversion transaction" or other risk-reduction transaction, and U.S. holders (as defined below) whose functional currency is not the U.S. dollar or who are otherwise subject to special treatment under the provisions of the Code.

Furthermore, this summary is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof. Such authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. In particular, we note that on September 15, 2021, the House Ways and Means Committee approved the tax provisions of the proposed Build Back Better Act (a modified version was released on October 28, 2021, by the House Rules Committee) (the "Proposed Legislation"). It is possible that the Proposed Legislation could have a significant impact on the U.S. federal income tax consequences of an investment in the Series C Preferred Stock. The provisions of the Proposed Legislation are very complex and in many instances their implications are not entirely clear and require further guidance. It is expected that the Internal Revenue Service will issue guidance for the implementation of various provisions included in the Proposed Legislation. This discussion does not address any U.S. federal tax considerations that may arise as a result of such Proposed Legislation being enacted. This discussion does not address any other U.S. federal tax considerations (such as estate and gift taxes) or any state, local or non-U.S. tax considerations, or the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. holders.

For purposes of this discussion, a "U.S. holder" means a beneficial owner of the Series C Preferred Stock that for U.S. federal income tax purposes is

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A "non-U.S. holder" means a beneficial owner of the Series C Preferred Stock that is neither a U.S. holder nor a partnership (including any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust.

If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) holds the Series C Preferred Stock, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner and the partnership holding the Series C Preferred Stock are urged to consult their tax advisors regarding the tax considerations of acquiring, holding and disposing of the Series C Preferred Stock.

We have not sought and will not seek any rulings from the Internal Revenue Series (the "IRS") with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership and disposition of the Series C Preferred Stock or that any such position will not be sustained.

This discussion of material U.S. federal income tax considerations is not intended, and should not be construed, to be tax or legal advice to any particular investor in or holder of the Series C Preferred Stock. Prospective investors are advised to consult their own tax advisors concerning the application of the U.S. federal income tax laws to their particular situations as well as any tax considerations arising under the laws of any state, local or foreign taxing jurisdiction or any applicable tax treaties, and the possible effect of changes in applicable tax law.

U.S. Holders

Distributions

Distributions made to you with respect to the Series C Preferred Stock will be taxable as dividend income when paid to the extent of our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. To the extent that the amount of a distribution with respect to the Series C Preferred Stock exceeds our current and accumulated earnings and profits, the distribution will be treated first as a tax-free return of capital to the extent of your adjusted tax basis in the Series C Preferred Stock, and thereafter as capital gain which will be long-term capital gain if your holding period for the stock exceeds one year at the time of the distribution. Distributions constituting dividend income received by a U.S. holder that is an individual in respect of the Series C Preferred Stock generally will be subject to taxation at preferential rates as qualified dividend income, provided applicable holding period requirements are met and certain other conditions are satisfied. Distributions on the Series C Preferred Stock constituting dividend income paid to U.S. holders that are U.S. corporations generally will qualify for the dividends-received deduction, subject to various limitations.

Dividends that exceed certain thresholds in relation to a corporate U.S. holder's tax basis in the Series C Preferred Stock could be characterized as "extraordinary dividends" under the Code. If a corporate U.S. holder that has held the Series C Preferred Stock for two years or less before the dividend announcement date receives an extraordinary dividend, the holder generally will be required to reduce its tax basis (but not below zero) in the Series C Preferred Stock with respect to which the dividend was made by the non-taxed portion of the dividend. If the amount of the reduction exceeds the U.S. holder's tax basis in the Series C Preferred Stock, the excess is treated as taxable gain.

Sale or Redemption

You generally will recognize capital gain or loss on a sale, exchange, redemption (other than a redemption that is treated as a distribution, as discussed below) or other disposition of the Series C Preferred Stock equal to the difference between the amount realized upon the disposition and your adjusted tax basis in the stock so disposed. The capital gain or loss will be long-term capital gain or loss if your holding period for the stock

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exceeds one year at the time of disposition. Long-term capital gains of non-corporate taxpayers generally are taxed at a lower maximum marginal tax rate than the maximum marginal tax rate applicable to ordinary income. The deductibility of net capital losses is subject to limitations.

A redemption of the Series C Preferred Stock will be treated as a sale or exchange described in the preceding paragraph if the redemption, based on the facts and circumstances, is treated for U.S. federal income tax purposes as (i) a "complete termination" of your stock interest in us, (ii) a "substantially disproportionate" redemption of stock with respect to you, or (iii) "not essentially equivalent to a dividend" with respect to you, each within the meaning of Section 302 of the Code. In determining whether any of these tests has been met, you must take into account not only the Series C Preferred Stock and other equity interests in us that you actually own but also other equity interests in us that you constructively own under U.S. federal income tax rules.

If you meet none of the alternative tests described above, the redemption will be treated as a distribution subject to the rules described under "U.S. Holders-Distributions." If a redemption of the Series C Preferred Stock is treated as a distribution that is taxable as a dividend, you are urged to consult your tax advisor regarding the allocation of your tax basis in the redeemed and remaining shares of Series C Preferred Stock.

Because the determination as to whether any of the alternative tests described above is satisfied with respect to any particular holder of the Series C Preferred Stock will depend upon the facts and circumstances as of the time the determination is made, you are urged to consult your tax advisor regarding the tax treatment of a redemption.

Non-U.S. Holders

Distributions

Generally, distributions treated as dividends, as described above under "U.S. Holders-Distributions," paid to a non-U.S. holder with respect to the Series C Preferred Stock that are not effectively connected with the conduct of a trade or business within the United States will be subject to a 30% U.S. withholding tax, or such lower rate as may be specified by an applicable income tax treaty provided the non-U.S. holder furnishes to the withholding agent a properly executed IRS Form W-8BEN or Form W-8BEN-E (or suitable substitute form) certifying that such holder is eligible for treaty benefits. Additional withholding may be required in respect of dividends paid to you, as described below under "FATCA." If you are subject to withholding at a rate in excess of a reduced rate for which you are eligible under a tax treaty or otherwise, you may be able to obtain a refund of or credit for any amounts withheld in excess of the applicable rate by filing a refund claim with the IRS. Investors are encouraged to consult with their own tax advisors regarding the possible implications of these withholding requirements on their investment in the Series C Preferred Stock.

Subject to the discussions below under "Information Reporting and Backup Withholding" and "FATCA," dividends paid to you that are effectively connected with your conduct of a trade or business in the United States and, if an applicable income tax treaty so requires, are attributable to a permanent establishment you maintain in the United States, are taxed on a net-income basis at the regular graduated rates and in the manner applicable to U.S. persons. You generally will be required to provide to the applicable withholding agent a properly executed IRS Form W-8ECI (or a suitable substitute form) in order to claim an exemption from, or reduction in, U.S. federal withholding tax. In addition, a "branch profits tax" may be imposed at a 30% rate (or a reduced rate under an applicable income tax treaty) on a foreign corporation's effectively connected earnings and profits for the taxable year, as adjusted for certain items.

Sale or Redemption

Subject to the discussion below under "Information Reporting and Backup Withholding," you generally will not be subject to U.S. federal income or withholding tax with respect to gain, if any, recognized on a sale,

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exchange or other taxable disposition of the Series C Preferred Stock, other than a redemption that is treated as a distribution as discussed below, unless

A non-U.S. holder described in the first bullet point above generally will be subject to U.S. federal income tax on the net gain derived from the sale in the same manner as a U.S. holder. A non-U.S. holder that is a foreign corporation will be subject to tax on gain under regular graduated U.S. federal income tax rates and, in addition, may be subject to a branch profits tax at a 30% rate or a lower rate if so specified by an applicable income tax treaty. An individual non-U.S. holder described in the second bullet point above will be subject to a flat 30% U.S. federal income tax on the gain derived from the sale or a lower rate if so specified by an applicable income tax treaty, which may be offset by U.S. source capital losses, subject to certain limitations. In the case described in the third bullet point above, we have not determined whether we are a USRPHC. If we are a USRPHC, a non-U.S. holder generally will be subject to U.S. federal income tax at the regular graduated rates applicable to U.S. persons upon its disposition at a gain.

A payment made to you in redemption of the Series C Preferred Stock may be treated as a dividend, rather than as a payment in exchange for the stock, in the circumstances discussed above under "U.S. Holders-Sale or Redemption," in which event the payment would be subject to tax as discussed above under "Non-U.S. Holders-Distributions."

Non-U.S. holders should consult their own advisors about the U.S. federal income tax consequences that could result if we are, or become, a USRPHC.

Information Reporting and Backup Withholding

We must report annually to the IRS and to each non-U.S. holder the amount of dividends paid to such holder and any tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

In addition, certain U.S. holders may be subject to backup withholding with respect to such amounts if they do not provide their correct taxpayer identification number, and otherwise comply with applicable requirements of the backup withholding rules. Non-U.S. holders may be subject to backup withholding unless the non-U.S. holder certifies on IRS Form W-8BEN or IRS Form W-8BEN-E (or a suitable substitute form) that it is not a U.S. person (and the withholding agent does not have actual knowledge or reason to know that such holder is a U.S. person) or such holder otherwise establishes an exemption from backup withholding.

Backup withholding is not an additional tax. Any amount withheld under the backup withholding rules from a payment to a U.S. holder or non-U.S. holder is allowable as a credit against the holder's U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the IRS.

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FATCA

The Foreign Account Tax Compliance Act and related IRS guidance concerning foreign account tax compliance rules ("FATCA") impose a 30% U.S. withholding tax on dividends in respect of Series C Preferred Stock made to a non-United States entity that fails to take required steps to provide information regarding its "United States accounts" or its direct or indirect "substantial United States owners," as applicable, or to make a required certification that it has no such accounts or owners. Although withholding under FATCA would have applied to payments of gross proceeds from the taxable disposition of the Series C Preferred Stock on or after January 1, 2019, proposed Treasury regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury regulations until final Treasury regulations are issued. We will not pay any additional amounts to holders of the Series C Preferred Stock in respect of any amounts withheld. Prospective investors are urged to consult their tax advisors regarding the possible implications of these rules for their investment in the Series C Preferred Stock.

Prospective investors should consult their own tax advisors about how information reporting and the possible imposition of withholding tax under FATCA may apply to their investment in the Series C Preferred Stock.

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CERTAIN BENEFIT PLAN INVESTOR CONSIDERATIONS

The following is a summary of certain considerations associated with the acquisition, holding and disposition of the Series C Preferred Stock by "employee benefit plans" as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") subject to Title I of ERISA (an "ERISA Plan"), "plans," as defined in Section 4975(e)(1) of the Code, including individual retirement accounts, and entities whose underlying assets are considered to include "plan assets" of such employee benefit plans or plans (each of the foregoing, a "Plan").

General Fiduciary Matters

ERISA and the Code impose certain duties on any person who is a fiduciary of a Plan subject to Title I of ERISA or Section 4975 of the Code and prohibit certain transactions involving the assets of a Plan and its fiduciaries or other interested parties. Under ERISA and the Code, any person who exercises any discretionary authority or control over the administration of a Plan or the management or disposition of the assets of a Plan, or who renders investment advice to a Plan for a fee or other compensation, is generally considered to be a fiduciary of the Plan. A fiduciary may be personally liable for losses incurred by a Plan resulting from a breach of fiduciary duties and may be subject to other adverse consequences.

In considering an investment in the Series C Preferred Stock by an ERISA Plan, a fiduciary must, among other things and as applicable, (1) discharge its duties solely in the interest of the participants and beneficiaries of such an ERISA Plan and for the exclusive purpose of providing benefits to such participants and beneficiaries and defraying reasonable expenses of administering the ERISA Plan; (2) act prudently with respect to the ERISA Plan; (3) diversify the investments of such ERISA Plan so as to minimize the risk of large losses; and (4) discharge its duties in accordance with the documents and instruments governing such ERISA Plan. In addition, fiduciaries are generally required to hold all assets of an ERISA Plan in trust and to maintain the indicia of ownership of such assets within the jurisdiction of the district courts of the United States. A fiduciary of an ERISA Plan should determine whether the investment in the Series C Preferred Stock satisfies these requirements.

Prohibited Transaction Issues

Section 406 of ERISA and Section 4975 of the Code prohibit Plans from engaging in specified transactions involving plan assets with persons or entities who are "parties in interest," within the meaning of ERISA, or "disqualified persons," within the meaning of Section 4975 of the Code, unless an exemption is available. A party in interest or disqualified person who engages in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code and such a transaction could result in a loss of tax-exempt status and the transaction might have to be rescinded.

The acquisition, holding and disposition of Series C Preferred Stock by a Plan with respect to which we or any of our affiliates is considered a party in interest or a disqualified person may constitute or result in a direct or indirect prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless an applicable statutory or administrative exemption is available. In this regard, the U.S. Department of Labor has issued prohibited transaction class exemptions, or "PTCEs," that may apply to the acquisition, holding and disposition of Series C Preferred Stock. These class exemptions include, without limitation, PTCE 84-14 with respect to transactions determined by qualified professional asset managers, PTCE 90-1 with respect to insurance company pooled separate accounts, PTCE 91-38 with respect to bank collective investment funds, PTCE 95-60 with respect to life insurance company general accounts and PTCE 96-23 with respect to transactions determined by in-house asset managers. In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide relief from the prohibited transaction provisions of ERISA and Section 4975 of the Code for certain transactions, provided that neither the issuer of the securities nor any of its affiliates (directly or indirectly) has or

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exercises any discretionary authority or control or renders any investment advice with respect to the assets of any Plan involved in the transaction and provided further that the Plan pays no more, nor receives no less, than adequate consideration in connection with the transaction. Each of the above-noted exemptions contains conditions and limitations on its application. Fiduciaries of Plans considering acquiring, holding or disposing of the Series C Preferred Stock in reliance of these or any other exemption should carefully review the exemption to ensure that exemptive relief is available under it. Even if the conditions specified in one or more exemptions are met, the scope of the relief provided may or may not cover all acts that could be construed as prohibited transactions. For example, certain of the exemptions may not afford relief from the prohibition on self dealing contained in Section 406(b) of ERISA and Section 4975(c)(1)(E) and (F) of the Code. As a result, there can be no assurance that any exemptions will be available with respect to any particular transaction involving the Series C Preferred Stock.

Series C Preferred Stock should not be purchased or held by any person investing assets of a Plan unless such purchase, holding and disposition either will not constitute a prohibited transaction under ERISA and the Code or will be covered by an applicable exemption. Any fiduciary or person that proposes to cause a Plan (or to act on behalf of a Plan) to purchase the Series C Preferred Stock should consult with its own counsel with respect to the potential applicability of ERISA, the Code or Similar Laws, the potential consequences in its specific circumstances and whether any exemption or exemptions would be applicable and determine on its own whether all conditions of such exemption or exemptions have been satisfied. Each fiduciary or other person investing assets of a Plan should consider the fact that none of the Company, the underwriters, nor any of their respective affiliates will act as a fiduciary to any Plan with respect to the decision to acquire any Series C Preferred Stock and is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, with respect to such decision.

Non-ERISA Plans

As a general rule, a "governmental plan" (as defined in Section 3(32) of ERISA), a "church plan" (as defined in Section 3(33) of ERISA) that has not made an election under Section 410(d) of the Code and a "non-U.S. plan" (defined as any plan maintained outside the United States primarily for the benefit of persons substantially all of whom are nonresident aliens) (each, a "Non-ERISA Plan") are not subject to Title I of ERISA or Section 4975 of the Code. Accordingly, assets of such plans may be invested without regard to the fiduciary and prohibited transaction considerations under ERISA and Section 4975 of the Code described above. However, such plans may be subject to other federal, state, local, non-U.S. or other laws or regulations that are similar to Title I of ERISA or Section 4975 of the Code ("Similar Laws"). Any fiduciary or person that proposes to cause a Non-ERISA Plan (or to act on behalf of a Non-ERISA Plan) to purchase the Series C Preferred Stock should determine whether investing in the Series C Preferred Stock satisfies the requirements, if any, under Similar Laws.

Representation

Each purchaser and subsequent transferee (and any fiduciary directing such acquisition) of any Series C Preferred Stock will be deemed to have represented and warranted on each day, including the date of its acquisition of the Series C Preferred Stock through and including the date of disposition of such Series C Preferred Stock, that either (i) the purchaser or transferee is not, and is not acting on behalf of or using assets of, a Plan or (ii)(A) the acquisition, holding and disposition of the Series C Preferred Stock by such purchaser or transferee satisfies the fiduciary standards and other requirements under ERISA, the Code and Similar Laws, (B) will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of a governmental, church or non-U.S. plan, will not constitute or result in a violation of Similar Law and (C) neither the Company nor any of its subsidiaries are or will be deemed to be a fiduciary with respect to the decision to acquire the Series C Preferred Stock and is not undertaking to provide investment advice or give advice in a fiduciary capacity, with respect to such decision.

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The foregoing discussion is general in nature and is not intended to be all inclusive. Due to the complexity of these rules and the penalties that may be imposed upon persons involved in non-exempt prohibited transactions, it is particularly important that fiduciaries, or other persons considering acquiring, holding or disposing of any Series C Preferred Stock on behalf of, or with the assets of, any plan, consult with their counsel regarding the potential applicability of ERISA, Section 4975 of the Code and any Similar Law to such investment and whether an exemption would be available. Purchasers of Series C Preferred Stock have exclusive responsibility for ensuring that their purchase, holding and disposition of Series C Preferred Stock do not violate the fiduciary or prohibited transaction rules of ERISA, the Code or any Similar Laws. The sale of any Series C Preferred Stock to a Plan is in no respect a representation by us that such an investment meets all relevant legal requirements with respect to investments by any such plan generally or any particular plan, or that such investment is appropriate for such plans generally or any particular plan. In this regard, neither this discussion nor anything provided in this prospectus supplement or the accompanying prospectus is or is intended to be investment advice directed at any potential plan purchasers or at plan purchasers generally and such purchasers of Series C Preferred Stock should consult and rely on their own counsel and advisers as to whether an investment in the Series C Preferred Stock is suitable. The discussion of ERISA, the Code, and Similar Laws contained in this prospectus supplement is, of necessity, general and does not purport to be complete. Moreover, the provisions of ERISA, the Code, and Similar Laws are subject to extensive and continuing administrative and judicial interpretation and review. Therefore, the matters discussed above may be affected by future regulations, rulings, and court decisions, some of which may have retroactive application and effect.

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BOOK-ENTRY SYSTEM

The Series C Preferred Stock will be represented by one or more fully registered global securities, each of which is referred to in this prospectus supplement as a "Global Security." Each such Global Security will be deposited with, or on behalf of, DTC and registered in the name of DTC or a nominee thereof. Unless and until it is exchanged in whole or in part for Series C Preferred Stock in definitive form, no Global Security may be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any such nominee to a successor of DTC or a nominee of such successor.

Except under limited circumstances, shares of Series C Preferred Stock represented by a Global Security will not be exchangeable for, and will not otherwise be issuable as, a certificated security. Investors may elect to hold interests in a Global Security through either DTC in the United States or Clearstream Banking, S.A. ("Clearstream") or Euroclear Bank SA/NV, as operator of the Euroclear System ("Euroclear") in Europe if they are participants of such systems, or indirectly through organizations which are participants in such systems. Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream's and Euroclear's names on the books of their respective depositaries, which in turn will hold such interests in customers' securities accounts in the depositaries' names on the books of DTC.

Beneficial interests in the Series C Preferred Stock will be represented through book-entry accounts of financial institutions acting on behalf of Beneficial Owners (as defined below) as Direct and Indirect Participants (as defined below) in DTC. So long as DTC, or its nominee, is a registered owner of a Global Security, DTC or its nominee, as the case may be, will be considered the sole owner or holder of the Series C Preferred Stock represented by such Global Security for all purposes under the instruments governing the rights and obligations of holders of the Series C Preferred Stock. Except as provided below, the actual owners of the Series C Preferred Stock represented by a Global Security (the "Beneficial Owners") will not be entitled to have the Series C Preferred Stock represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of the Series C Preferred Stock in definitive form and will not be considered the owners or holders thereof under the instruments governing the rights and obligations of holders of the Series C Preferred Stock.

Accordingly, each person owning a beneficial interest in a Global Security must rely on the procedures of DTC and, if such person is not a participant of DTC (a "Participant"), on the procedures of the Participant through which such person owns its interest, to exercise any rights of a holder of the Series C Preferred Stock. Under existing industry practices, if any action is requested of, or entitled to be given or taken under the instruments governing the rights and obligations of holders of the Series C Preferred Stock by, holders of the Series C Preferred Stock, DTC would authorize the Participants holding the relevant beneficial interests to give or take such action, and such Participants would authorize Beneficial Owners owning through such Participants to give or take such action or would otherwise act upon the instructions of Beneficial Owners.

The Depository Trust Company

DTC will act as securities depositary for the Series C Preferred Stock. One or more Global Securities will initially represent the Series C Preferred Stock and will be deposited with DTC. The following is based on information made available by DTC:

DTC is:

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DTC holds securities that direct participants of DTC ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants' accounts, thereby eliminating the need for physical movement of securities certificates.

Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to indirect participants such as securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The rules applicable to DTC and its Participants are on file with the SEC. More information about DTC can be found at www.dtcc.com. The contents of such website do not constitute part of this prospectus supplement.

Purchases of the Series C Preferred Stock under DTC's system must be made by or through Direct Participants, which will receive a credit for the Series C Preferred Stock on DTC's records. The ownership interest of each Beneficial Owner is in turn to be recorded on the records of Direct Participants and Indirect Participants. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct Participants or Indirect Participants through which such Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series C Preferred Stock are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificated securities representing their ownership interests in the Series C Preferred Stock, except in the limited circumstances that may be provided in the instruments governing the rights and obligations of holders of the Series C Preferred Stock.

To facilitate subsequent transfers, all Series C Preferred Stock deposited with DTC is registered in the name of DTC's partnership nominee, Cede & Co. The deposit of the Series C Preferred Stock with DTC and its registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series C Preferred Stock. DTC's records reflect only the identity of the Direct Participants to whose accounts such securities are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers.

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

Neither DTC nor Cede & Co. will consent or vote with respect to the Series C Preferred Stock. Under its usual procedures, DTC mails an Omnibus Proxy to us as soon as possible after the applicable record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts securities are credited on the applicable record date (identified in a listing attached to the Omnibus Proxy).

Payments on the Series C Preferred Stock will be made in immediately available funds to DTC. DTC's practice is to credit Direct Participants' accounts on the applicable payment date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on such date.

Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Transfer Agent or us, subject to any

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statutory or regulatory requirements as may be in effect from time to time. Any payment due to DTC on behalf of Beneficial Owners is our responsibility or the responsibility of the applicable agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct Participants and Indirect Participants.

If (i) DTC notifies us that it is unwilling or unable to continue to act as securities depositary for the Series C Preferred Stock and no successor securities depositary has been appointed pursuant to the instruments governing the rights and obligations of holders of the Series C Preferred Stock within 90 days after such notice; (ii) DTC ceases to be a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act when the securities depositary is required to be so registered and so notifies us, and no successor securities depositary has been appointed pursuant to the instruments governing the rights and obligations of holders of the Series C Preferred Stock within 90 days after such notice; (iii) the Company in its sole discretion determines that the Series C Preferred Stock shall no longer be represented by Global Securities; or (iv) a beneficial owner seeking to exercise or enforce its rights with respect to the Series C Preferred Stock so requests; then (x) certificated securities may be prepared by us and delivered to the Transfer Agent and (y) upon surrender of the Global Securities representing the Series C Preferred Stock by DTC (or any successor securities depositary), accompanied by registration instructions, we will cause certificated securities representing the Series C Preferred Stock to be delivered to Beneficial Owners in accordance with the instructions of DTC (or such successor securities depositary).

Global Clearance and Settlement Procedures

The following is based on information made available by Clearstream and Euroclear or obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information. We have no responsibility for the performance by Clearstream and Euroclear or either of their Participants of their respective obligations as described in this prospectus supplement or under the rules and procedures governing their respective operations.

Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participants ("Clearstream Participants") and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry transfers between their accounts. Clearstream provides Clearstream Participants with, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic securities markets in several countries through established depository and custodial relationships. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector, also known as the Commission de Surveillance du Secteur Financier. Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. Clearstream Participants in the U.S. are limited to securities brokers, dealers and banks, and may include the underwriters. Indirect access to Clearstream is also available to other institutions such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with Clearstream Participants. Distributions with respect to interests in Global Securities held through Clearstream will be credited to cash accounts of its customers in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream.

Euroclear was created in 1968 to hold securities for its participants and to clear and settle transactions between Euroclear participants ("Euroclear Participants") through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./N.V. under contract with Euroclear plc, a U.K. corporation. Euroclear Participants include banks, including central banks, securities brokers and dealers and other professional financial intermediaries and

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may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Secondary market trading between the DTC Participants will occur in the ordinary way in accordance with the DTC rules and will be settled in immediately available funds. Secondary market trading between Clearstream Participants and/or Euroclear Participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds.

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

Because of time-zone differences, credits of interests in the Series C Preferred Stock received in Clearstream or Euroclear as a result of a transaction with a DTC Participant will be made during subsequent securities settlement processing and will be credited the business day following the DTC settlement date. Such credits or any transactions involving interests in such Series C Preferred Stock settled during such processing will be reported to the relevant Euroclear or Clearstream Participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of interests in the Series C Preferred Stock by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.

Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of the Series C Preferred Stock among participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

The information in this section concerning DTC and its book-entry system, Euroclear and Clearstream has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information.

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UNDERWRITING (CONFLICTS OF INTEREST)

We have entered into an underwriting agreement with respect to the Series C Preferred Stock with the underwriters listed below, for whom J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC are acting as representatives (the "Representatives"). Subject to certain conditions, each of the underwriters has severally agreed to purchase the number of shares of Series C Preferred Stock indicated in the following table:

The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of Series C Preferred Stock are subject to certain conditions, including the receipt of legal opinions relating to certain matters. The underwriters must purchase all of the shares of Series C Preferred Stock, if they purchase any of the shares of Series C Preferred Stock. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

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

The underwriters are offering the Series C Preferred Stock, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel, including the validity of the Series C Preferred Stock, and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officers' certificates and legal opinions. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

We have agreed for a period beginning on the date of this prospectus supplement and continuing to and including a period of 30 days, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer, dispose of, directly or indirectly, any shares of our securities that are substantially similar to the Series C Preferred Stock or any securities convertible into or exercisable or exchangeable for Series C Preferred Stock, without the prior written consent of the Representatives. The issuance of shares of Series C Preferred Stock to the Trust in the Concurrent Pension Contribution is not subject to this limitation.

The expenses of the offering, not including the underwriting discount, are estimated to be approximately $1,000,000 and are payable by us.

Commissions and Discounts

The Series C Preferred Stock sold by the underwriters to the public will initially be offered at the price to the public set forth on the cover of this prospectus supplement. If all of the shares of the Series C Preferred Stock are not sold at the price to the public, the underwriters may change the price to the public and the other selling terms.

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T+ Settlement

We expect that delivery of the Series C Preferred Stock will be made against payment for the Series C Preferred Stock on the settlement date, which will be the business day following the date of this prospectus supplement (this settlement cycle being referred to as "T+ "). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Series C Preferred Stock on the date of this prospectus supplement or the next succeding business days will be required, by virtue of the fact that the Series C Preferred Stock initially will settle in T+ , to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisers.

New Issue of Securities and No Listing

The Series C Preferred Stock is a new issue of securities with no established trading market. The Series C Preferred Stock will not be listed on any securities exchange or included in any automated dealer quotation system. The underwriters have advised us that they intend to make a market in the Series C Preferred Stock but they are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of any trading market for the Series C Preferred Stock.

Price Stabilization and Short Positions

In connection with the offering, the underwriters may engage in transactions that stabilize, maintain, or otherwise affect the price of the Series C Preferred Stock. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater aggregate principal amount of the Series C Preferred Stock than they are required to purchase in this offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Series C Preferred Stock while this offering is in process.

These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the Series C Preferred Stock. As a result, the price of the Series C Preferred Stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount recovered by it because the Representatives have repurchased Series C Preferred Stock sold by or for the account of such underwriter in stabilizing or short covering transactions.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include, among other activities, securities trading and underwriting, commercial and investment banking, financial advisory, corporate trust, investment management, investment research, principal investment, hedging, financing and brokerage activities. In the ordinary course of their respective businesses, some of the underwriters and/or their affiliates have in the past and may in the future provide us and our affiliates with commercial banking, investment banking, financial advisory and other services for which they have received and in the future will receive customary fees.

In addition, in the ordinary course of their business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates.

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Certain of the underwriters or their affiliates have a lending relationship with us and our affiliates. Certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us and our affiliates consistent with their customary risk management policies. Typically, such underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities. Any such credit default swaps or short positions could adversely affect future trading prices of the shares of Series C Preferred Stock 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 financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Conflicts of Interest

As described in "Use of Proceeds," some of the net proceeds of this offering may be used for the repayment of short-term debt, including commercial paper. If more than 5% of the net proceeds of this offering, not including underwriting compensation, will be received by affiliates of certain underwriters in this offering, this offering will be conducted by such underwriters in compliance with FINRA Rule 5121, as administered by the Financial Industry Regulatory Authority. Pursuant to that rule, the appointment of a qualified independent underwriter is not necessary in connection with this offering.

Selling Restrictions

Notice to Prospective Investors in the European Economic Area

Each underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available the Series C Preferred Stock which are the subject of the offering contemplated by this prospectus supplement and the accompanying base prospectus in relation thereto 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) of 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 professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the EU PRIIPs Regulation) for offering or selling the Series C Preferred Stock or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Series C Preferred Stock or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation. This prospectus supplement and the accompanying base prospectus have been prepared on the basis that any offer of the Series C Preferred Stock in any Member State of the EEA will be made pursuant to an exemption under the EU Prospectus Regulation from the requirement to publish a prospectus for offers of the Series C Preferred Stock. This prospectus supplement and the accompanying base prospectus are not a prospectus for the purposes of the EU Prospectus Regulation.

Notice to Prospective Investors in United Kingdom

Each underwriter has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available the Series C Preferred Stock which are the subject of the offering contemplated by this prospectus supplement and the accompanying base prospectus in relation thereto to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive where that

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customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key information document by Regulation (EU) No 1286/2014 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Series C Preferred Stock or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Series C Preferred Stock or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. This prospectus supplement and the accompanying base prospectus have been prepared on the basis that any offer of the Series C Preferred Stock in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the Series C Preferred Stock. This prospectus supplement and the accompanying base prospectus are not a prospectus for the purposes of the UK Prospectus Regulation. In the UK, this prospectus supplement and the accompanying base prospectus are only being distributed to and are only directed at persons who are qualified investors under the UK Prospectus Regulation and (1) who fall within Article 19 (5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order) or (2) who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order or (3) who are persons to whom it may otherwise be lawfully communicated in accordance with the Order (all such persons together being referred to as "relevant persons"). This prospectus supplement and the accompanying base prospectus must not be acted on or relied on in the UK by persons who are not relevant persons. In the UK, any investment or investment activity to which this prospectus supplement and the accompanying base prospectus relate is only available to, and will be engaged in with, relevant persons.

Each underwriter has represented and agreed that:

Notice to Prospective Investors in Canada

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

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

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

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Notice to Prospective Investors in Hong Kong

The shares of Series C Preferred Stock has not been offered and will not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong), (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Series C Preferred Stock may be issued or has been or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of Series C Preferred Stock which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The Series C Preferred Stock has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the "Financial Instruments and Exchange Law"), and the Series C Preferred Stock has not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the account or benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time.

Notice to Prospective Investors in the Republic of Korea

The Series C Preferred Stock may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable 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 Series C Preferred Stock has not been and will not be registered with the Financial Services Commission of Korea for public offering in Korea. Furthermore, the Series C Preferred Stock may not be resold to Korean residents unless the purchaser of the Series C Preferred Stock complies with all applicable regulatory requirements (including but not limited to government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of the Series C Preferred Stock.

Notice to Prospective Investors in Taiwan

The Series C Preferred Stock has not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the Series C Preferred Stock in Taiwan.

Notice to Prospective Investors in Switzerland

This prospectus supplement and the accompanying base prospectus are not intended to constitute an offer or solicitation to purchase or invest in the Series C Preferred Stock. The Series C Preferred Stock may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act

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("FinSA") and no application has or will be made to admit the Series C Preferred Stock to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus supplement, the accompanying base prospectus nor any other offering or marketing material relating to the Series C Preferred Stock constitutes a prospectus pursuant to the FinSA, and neither this prospectus supplement, the accompanying base prospectus nor any other offering or marketing material relating to the Series C Preferred Stock may be publicly distributed or otherwise made publicly available in Switzerland.

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LEGAL MATTERS

Certain legal matters in connection with the offering of the Series C Preferred Stock will be passed upon for us by McGuireWoods LLP and for the underwriters by Troutman Pepper Hamilton Sanders LLP, which also performs certain legal services for us and our affiliates on other matters.

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