AFL 8-K filed 2026 · insiderdelta

Item 8.01

Other Events.

Registered Senior Notes Offering

On May 28, 2026, Aflac Incorporated, a
Georgia corporation (the “Company”), issued (i) ¥3,100,000,000 aggregate principal amount of 2.117% Senior Notes due 2029
(the “2029 Notes”), (ii) ¥41,800,000,000 aggregate principal amount of 2.802% Senior Notes due 2031 (the “2031 Notes”),
(iii) ¥13,100,000,000 aggregate principal amount of 3.123% Senior Notes due 2033 (the “2033 Notes”) and (iv) ¥7,900,000,000
aggregate principal amount of 3.482% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the 2031 Notes
and the 2033 Notes, the “Notes”). The Notes were offered by the Company in a public offering pursuant to the Company’s
Registration Statement on Form S-3ASR (File No. 333-281977) (the “Registration Statement”), the prospectus dated September
6, 2024, and the related prospectus supplement dated May 21, 2026. The Company intends to use the net proceeds from the offering of Notes
for general corporate purposes.

The sale of the Notes was made pursuant
to the terms of an underwriting agreement, dated May 21, 2026 (the “Underwriting Agreement”), by and among the Company and
the several underwriters included on Schedule 1 thereto, for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Morgan
Stanley & Co. International plc and MUFG Securities EMEA plc acted as representatives. The Underwriting Agreement contains customary
terms, conditions, representations and warranties and indemnification provisions.

The 2029 Notes bear interest at the
rate of 2.117% per annum from and including their date of issuance to, but excluding, May 25, 2029, or early redemption with a par call
date of February 25, 2029. The 2031 Notes bear interest at the rate of 2.802% per annum from and including their date of issuance to,
but excluding, December 17, 2031, or early redemption with a par call date of September 17, 2031. The 2033 Notes bear interest at the
rate of 3.123% per annum from and including their date of issuance to, but excluding, May 27, 2033, or early redemption with a par call
date of February 27, 2033. The 2036 Notes bear interest at the rate of 3.482% per annum from and including their date of issuance to,
but excluding, May 28, 2036, or early redemption with a par call date of November 28, 2035. Interest on the Notes is payable semi-annually
in arrears on May 28 and November 28 each year, beginning on November 28, 2026, except that the final interest payment dates, in the case
of the 2029 Notes, the 2031 Notes and the 2033 Notes, shall be the respective maturity dates of the 2029 Notes (short last coupon), the
2031 Notes (long last coupon) and the 2033 Notes (short last coupon). On or after the applicable par call date, the applicable series
of Notes will be redeemable in whole or in part from time to time, at the sole option of the Company, at a redemption price equal to 100%
of the aggregate principal amount of the applicable series of Notes to be redeemed plus accrued and unpaid interest on the principal amount
of the Notes to be redeemed, if any, to, but excluding, the redemption date.

The Notes are general unsecured obligations
and rank equally in right of payment with any of the Company’s existing and future unsecured senior indebtedness. The Notes were
issued under an indenture, dated as of May 21, 2009 (the “Base Indenture”), between the Company, as issuer, and The Bank of
New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by (i) a forty-eighth supplemental indenture,
dated as of May 28, 2026 (the “Forty-Eighth Supplemental Indenture”) between the Company and the Trustee, in the case of the
2029 Notes, (ii) a forty-ninth supplemental indenture, dated as of May 28, 2026 (the “Forty-Ninth Supplemental Indenture”)
between the Company and the Trustee, in the case of the 2031 Notes, (iii) a fiftieth supplemental indenture, dated as of May 28, 2026
(the “Fiftieth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2033 Notes and (iv) a fifty-first
supplemental indenture, dated as of May 28, 2026 (the “Fifty-First Supplemental Indenture”) between the Company and the Trustee,
in the case of the 2036 Notes. As used herein, the term “Indenture” means the Base Indenture as supplemented by (i) in the
case of the 2029 Notes, the Forty-Eighth Supplemental Indenture, (ii) in the case of the 2031 Notes, the Forty-Ninth Supplemental Indenture,
(iii) in the case of the 2033 Notes, the Fiftieth Supplemental Indenture and (iv) in the case of the 2036 Notes, the Fifty-First Supplemental
Indenture. Each Indenture provides for customary events of default, including, among other things, nonpayment, failure to comply with
the other agreements in each Indenture for a period of 90 days, and certain events of bankruptcy, insolvency and reorganization.

The description of the Underwriting
Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting
Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The description of the Indenture set forth above
is qualified in its entirety by reference to the full text of each of the Base Indenture, a copy of which is attached as Exhibit 4.1 to
the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2009, and the Forty-Eighth
Supplemental Indenture (including the form of 2029 Notes included therein), a copy of which is attached hereto as Exhibit 4.1, the Forty-Ninth
Supplemental Indenture (including the form of 2031 Notes included therein), a copy of which is attached hereto as Exhibit 4.2, the Fiftieth
Supplemental Indenture (including the form of 2033 Notes included therein), a copy of which is attached hereto as Exhibit 4.3 and the
Fifty-First Supplemental Indenture (including the form of 2036 Notes included therein), a copy of which is attached hereto as Exhibit
4.4.
AFL Aflac Inc - 8-K

Item 8.01 - Other Events

Item 9.01 - Financial Statements and Exhibits
