AFL

Business Context and Reporting Period

This Form 8-K Current Report, filed by Aflac Incorporated on May 21, 2026, discloses a significant capital market event. The report details the issuance of registered senior notes in a public offering pursuant to a Registration Statement on Form S-3ASR. The transaction was executed under an underwriting agreement dated May 21, 2026, with Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Morgan Stanley & Co. International plc, and MUFG Securities EMEA plc acting as representatives.

Key Financial Metrics: Debt Issuance

The filing outlines the issuance of four distinct series of Senior Notes with a total aggregate principal amount of ¥65.9 billion. The specific terms are as follows:

• 2029 Notes: ¥3.1 billion aggregate principal; 2.117% interest rate; due May 25, 2029.
• 2031 Notes: ¥41.8 billion aggregate principal; 2.802% interest rate; due December 17, 2031.
• 2033 Notes: ¥13.1 billion aggregate principal; 3.123% interest rate; due May 27, 2033.
• 2036 Notes: ¥7.9 billion aggregate principal; 3.482% interest rate; due May 28, 2036.

Interest is payable semi-annually in arrears on May 28 and November 28, commencing November 28, 2026. The Notes are general unsecured obligations ranking equally with existing unsecured senior indebtedness. The filing does not provide specific revenue, profit, cash flow, or liquidity metrics for the reporting period.

Material Changes and Use of Proceeds

The primary material change is the increase in the Company's long-term debt obligations by ¥65.9 billion. The Company intends to use the net proceeds from this offering for general corporate purposes. No other material changes to operations or financial position are disclosed in this specific filing.

Outlook, Risks, and Contingencies

Redemption Terms: The Notes are redeemable at the Company's option on or after their respective par call dates at 100% of the aggregate principal amount plus accrued interest.

• 2029 Notes par call date: February 25, 2029.
• 2031 Notes par call date: September 17, 2031.
• 2033 Notes par call date: February 27, 2033.
• 2036 Notes par call date: November 28, 2035.

Risks and Events of Default: The Indentures provide for customary events of default, including nonpayment, failure to comply with agreements for 90 days, and events of bankruptcy, insolvency, or reorganization. The filing does not contain specific forward-looking guidance on earnings or operational outlook beyond the debt issuance details.

Investor Verification Checklist

• Verify the total aggregate principal amount of ¥65.9 billion and the specific interest rates for each note series.
• Confirm the "general corporate purposes" designation for the use of proceeds and review subsequent filings for specific allocation.
• Review the Underwriting Agreement (Exhibit 1.1) for details on underwriting discounts and commissions.
• Examine the Supplemental Indentures (Exhibits 4.1 through 4.4) for specific covenants and redemption mechanics.
• Monitor the Company's liquidity position to ensure it can meet the semi-annual interest payments starting November 28, 2026.