Aflac Incorporated : 2026 Annual Report 2026 Proxy Statement

About this update from Aflac Incorporated

Affac. Incorporated Notice of 2026 Annual Meetin of Shareholders and Proxy Statement Monday, May 4, 2026 at 10 a.m. ET About Adac Incorporated ddlac Incorporated (the "Company'"}, through its subBidiarias, provides financial protection to our millions of policyholders and customers worldwide. The Company*s principal business is supplemental heakh and life insurance products with the goal to provide customers the best value in supplemental insurance products in the United States (U.S.) and Japan. For more than seven decades, insurance poticies of the Company's Bubsidiaries have given policyholders the opportunity to focus on recovery. not 1'inancia) stress. In the U.S., Aflac is the number one provider of supplemental health insurance products.*! ddtac Life insurance Japan is the leading provider of cancer and medical insurance policies in force in Japan . Our Long-Term Growth Strategy Our strategy for groMh in the U.S. and Japan has remaineci straightforward and consistent for msny yesrs. The Cor«peny develops relevam supplemental heelth insurence products offeñng financial protection from the ri5ing out-of-pocket expenses associated with medical events that are not covered by the insureds' primary coverage. We also oRer a complemem of ether voluntary end employer-pBid health and life insurance products to fit the needs of our customers. ACldkionally. the Company aims to obt8in more customers by selling where customers prefer to purchase protection, whether through an agent or broker. « diStriDufion 6lli8nce, or directly to the consumer In this Prco‹y Statement the terr«s •Company." "we." or "out refer to A0ac Incorporated. The Company's insurance buslness consists of two reporting segments: Affac Japan and Aflac U.S. The prlmary insurance sub5idiary in the Aflac Japan segment ls Aflac Llfe Insurance Jspen Ltd. ALU). Affac U.S. includes the insurance subsidiaries American Family Life Assurance Company of ColumDus tAfac7 Continental American insurance Company, branded as Aflac Group Insurance: American Famlly Life Assurance Company of New York (AfiaC New York); and Tier One Insurance Company: as well as A/lac Benef4s Solutions, Inc. (ABS), which provides a platform for Affac Dental and Vision in the U.S. The term •Atac Global lrvestments• refers to the Company's asset management subsldiary, Aflac Asset Management LLC. •a cs management subsidiary in Japen, Aflac Asset Management Japan Ltd. Aflac Re Bermuda Ltd. (Affac Re) is a Bermuda domiciled insurer that reinsures certain potlcies lssued by ALU. References to websites included In thls Proxy Statemem are provided solely for convenience purposes. Content on me websites. including content on our Company website, is not, and shall not be deemed to be, part qf this Proxy Statement or Incorporated herein or into any of our other flllngs with the Securities and Exchange CommiS5ion. LIlvIRA 2024 U.S. Supplemental Nealth Insurance Total Merket Report As oi Merch 31, 2025, Aflec estimates besed on cwpeny dala To provide customers with the best value in supplemental insurance products in the United States and Japan. ‌NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS You are cordially invited to attend the Annual Meeting of Shareholders ("Annual Meeting") of Aflac Incorporated. This year's Annual Meeting will be held virtually. You will be able to attend the Annual Meeting, vote, and submit your questions during the webcast. The Annual Meeting will be held for the following purposes, all of which are described in the accompanying Proxy Statement: PROPOSAL 1 FOR Logistics DATE AND TIME May 4, 2026 10:00 a.m. Eastern Time VIRTUAL (ONLINE ONLY) https://www.virtualshareholdermeeting.com/ To elect as Directors of the Company the eleven nominees named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected PROPOSAL 2 To consider a non-binding advisory proposal on the Company's executive compensation ("Say-on-Pay") FOR See page 36 and qualified Each of the eleven director nominees See page 10 AFL2026 using your 16-digit control number included on your proxy card or notice RECORD DATE February 24, 2026 PROPOSAL 3 To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 FOR See page 74 PROPOSAL 4 To vote on the shareholder proposal described in the accompanying Proxy Statement, if properly presented at the meeting and not previously withdrawn. AGAINST See page 80 In addition, any other business properly presented may be acted upon at the meeting and at any adjournments or postponements of the meeting. The accompanying proxy is solicited by the Company's Board of Directors on behalf of the Company. The Proxy Statement and the Company's Annual Report on Form 10-K for the year ended December 31, 2025, are enclosed. (1) The record date for determining which shareholders are entitled to vote at the Annual Meeting is February 24, 2026. Only shareholders of record at the close of business on that date, or their duly appointed proxies, will be entitled to vote at the Annual Meeting and any adjournment thereof. For more information on how to attend the virtual Annual Meeting, please see Appendix C of the Proxy Statement. Your vote is important! Even if you expect to attend the virtual Annual Meeting, please vote in advance. If you attend the Annual Meeting online, you may revoke your proxy by submitting a vote during the Annual Meeting. We are making the Proxy Statement and the form of proxy first available on or about March 19, 2026. By order of the Board of Directors, J. Matthew Loudermilk Corporate Secretary March 19, 2026 Columbus, Georgia (1) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 4, 2026: This Proxy Statement and the Annual Report are available at proxyvote.com . How to Vote It is important that you vote your shares. We offer several easy and cost-effective voting methods for your convenience. INTERNET Visit https://www.proxyvote.com . You will need the 16-digit control number that appears on your proxy card or notice. TELEPHONE If your shares are held in the name of a broker, bank, or other nominee, follow the telephone voting instructions, if any, provided on your proxy card. If your shares are registered in your name, call 1-800-690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy card. MAIL If you received a full package by mail, complete and sign the proxy card and return it in the enclosed postage pre-paid envelope. TABLET OR SMARTPHONE Scan the QR code that appears on your proxy card or notice using your mobile device. ‌LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER March 19, 2026 Dear Fellow Shareholders: I am very proud that 2025 was yet another year in our seven-plus decade history that our management, employees and sales distribution teams pressed on as dedicated champions of our business to accomplish our goal: providing the best value in supplemental insurance products in the United States and Japan . Reflecting on 2025, the Company proudly celebrated three notable milestones: the 70th year since our founding, the 30th anniversary of the Aflac Cancer and Blood Disorders Center of Children's Healthcare of Atlanta, and the 25th anniversary of the Aflac Duck. Each of these noteworthy achievements demonstrates the relevance and fortitude of the financial protection Aflac products help provide. But it's not the number of years that make a difference - it's the privilege of benefiting the lives of millions of people by delivering financial protection and peace of mind during some of the most difficult times of their lives. It is important that we look back to learn, but looking ahead is what will yield our future. As the pioneer and leading insurer of supplemental cancer policies in the U.S. and Japan - and given that cancer impacts such a significant segment of the population in both countries - we understand that people look to Aflac to set the tone and build out an ecosystem of support in the U.S. and Japan. This purpose guided our 2025 efforts to prompt awareness and actionable prevention on numerous fronts. In the U.S., we strengthened our alliance with the American Cancer Society to help provide our policyholders with awareness of the support they have as they go through their treatment journey. In 2025, we also created Check for Cancer , Aflac U.S.'s powerful movement that uses a blue checkered pattern to remind Americans to "check" on what's important through cancer screening appointments. This is especially vital given the recent increase in younger people diagnosed with this disease, underscored by the fact that early detection is still our best line of defense against cancer at any age. In Japan, we offer Miraito , our latest cancer policy launched in March 2025. With that product, we offer Yori-sou Cancer Consultation Support, a special value-added service through which customers can access unlimited consultations with a dedicated support team, including qualified nurses, who help them make informed treatment decisions. Growth : While delivering value to our policyholders, the Company generated $3.6 billion in net earnings, or $6.82 per diluted share, in 2025. As a result, net earnings per diluted share declined 29.2%. Adjusted earnings per diluted share* were $7.49, the best year in history, and adjusted earnings per diluted share excluding the impact of foreign currency* were $7.46, which was a 3.5% increase year over year. While our financial results were strong, we are ever-cognizant of considering ways to evolve and improve our business. In Japan, in addition to our successful March 2025 launch of Miraito that followed the restructuring of sales/ marketing in Japan into multi-functional, agile teams around product lines, we repriced Tsumitasu , our innovative first sector product in September, as part of our effort to attract new and younger customers to our third sector policyholders while addressing their need for asset accumulation products. Then, in late December, we launched the new medical product Anshin Palette as we try to build momentum into 2026. Strategic Capital Deployment: 2025 marked the 43rd consecutive year of dividend increases. We treasure our track record of dividend growth and remain committed to extending it, supported by the strength of our capital and cash flows. Last quarter, the Board put us on a path to continue this record when it increased the first quarter 2026 dividend 5.2% to $0.61. Additionally, we have remained tactical in our approach to repurchasing shares, deploying $3.5 billion in capital to repurchase 33 million of our shares in 2025. Combined with dividends, this means we delivered $4.8 billion back to shareholders in 2025. At the same time, we have maintained our position among companies with the highest return on capital and lowest cost of capital in the industry. We are privileged to be stewards of the trust and resources you, our owners, place in Aflac Incorporated. We thank you for your support. It is my pleasure to invite you to virtually attend the 2026 Annual Meeting of Shareholders on Monday, May 4, 2026, where you can learn more about Aflac Incorporated's recent business performance and strategy for the future. I encourage you to review the proxy materials and Annual Report on Form 10-K. Then, please vote your shares, even if you plan to attend the virtual Annual Meeting. We want to be sure your shares and your viewpoints are represented. Sincerely, Daniel P. Amos Chairman and Chief Executive Officer * Adjusted earnings per diluted share and adjusted earnings per diluted share excluding foreign currency impact are not calculated in accordance with generally accepted accounting principles in the United States (GAAP). See Appendix A to this Proxy Statement for the definition of these non-GAAP measures and reconciliation to the most comparable GAAP financial measure. ‌LETTER FROM THE LEAD NON-MANAGEMENT DIRECTOR March 19, 2026 Dear Fellow Shareholders: It is a privilege to serve you, our shareholders, as Lead Non-Management Director, in conjunction with a distinguished and dedicated team of Directors. This team has incrementally built a valuable and diversified framework of reference from which we can draw. As Directors, we take seriously our responsibility to represent the interests of you, our shareholders. This letter highlights some of the key topics of oversight in 2025. Risk Oversight: Our Board provided oversight of the more traditional risks for the industry and the Company, including those related to investments, products and capital. The Board's Audit and Risk Committee monitored cybersecurity risks, including through quarterly updates from senior officers. The Company and our Management team's preparedness activities allowed for a timely response to a June 2025 cybersecurity incident impacting a limited number of Company systems, with removal of the threat actors within hours. In addition, artificial intelligence ("AI") was a very frequent topic in our discussions in 2025 and remains so today. The Board has continued to oversee the Company's efforts on risk oversight through its quarterly updates. Corporate Finance and Investments: The Aflac Global Investments team has built a high-quality, all-weather portfolio that we believe supports our promise to our policyholders no matter the economic environment. In 2025, our investment portfolio continued to benefit from our disciplined strategic asset allocation, which is refreshed every three years. Additionally, in 2025 the Capital Markets team enhanced the Company's liquidity and capital flexibility with the largest combined issuance in its history ($2 billion), with our first off-balance sheet, pre-capitalized trust securities, commonly referred to as P-Caps. Strategic Initiatives: Looking ahead, we believe in the underlying strengths of the Company's business and potential for continued growth in Japan and the U.S. -two of the largest life insurance markets in the world. Management has worked hard to position the Company for opportunities and success as we work toward achieving long-term growth while also ensuring we deliver on our promise to policyholders. The Board continually works closely with management to help ensure the Company has updated processes in place that position us to pursue potential future opportunities, should the Company have an appetite, as we seek new ways to meet the needs of consumers. Commitment to working The Aflac Way: The journey matters too. Most recently, Ethisphere recognized Aflac Incorporated as one of the World's Most Ethical Companies for the 20th consecutive year, meaning we remain the only insurance company in the world to receive this honor every year since it was first introduced in 2007. As a Director and a shareholder, I am proud to be connected with a company that not only consistently benefits its shareholders, but in doing so, receives positive recognition for the way in which it operates. Shareholder Engagement: As Lead Non-Management Director, I will continue to engage with our investors, seek insight into their perspectives, and explore the viewpoints and positions of those who invest in our business. The Board looks forward to continuing its ongoing dialogue with investors and applying that feedback to help inform our decision making on strategic matters as they emerge. A shareholder proposal has been submitted this year, and the Company engaged with the proponent prior to the publication of the proxy statement. We thank you for your support and the privilege of representing you as shareholders of Aflac Incorporated. With these vital topics in mind, I encourage you to review the accompanying Proxy Statement and Annual Report on Form 10-K as well as Aflac Incorporated's most recent Business and Sustainability Report, and to vote before our virtual Annual Meeting on May 4, 2026. It is my pleasure, and my privilege, to serve on Aflac Incorporated's Board. I can assure you, your Board is committed to serving you and ensuring your Company upholds our promises to our customers. Sincerely, W. Paul Bowers Lead Non-Management Director TABLE OF CONTENTS NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER LETTER FROM THE LEAD NON-MANAGEMENT DIRECTOR 5 2025 BUSINESS HIGHLIGHTS 6 VOTING ROADMAP 7 Director Nominees Summary 9 Executive Compensation Highlights 9 2025 Executive Compensation 9 Recent Say-On-Pay Votes 10 CORPORATE GOVERNANCE MATTERS 10 PROPOSAL 1 Election of Director s 11 Board Composition 11 Director Nominees 16 Director Independence Board Succession Planning and Refreshment Process Board of Directors Nominees Skills, Experience, and Independence Director Nominating Process Board Self-Evaluation Our Board and Committees 20 Board Leadership Structure 21 Committee Structure 26 Meeting Attendance 26 Director Onboarding and Continuing Education 27 Board Responsibilities 27 Oversight of Risk 28 Oversight of Strategy 29 28 Oversight of Human Capital Management Oversight of Corporate Social Responsibility and Sustainability 30 Chief Executive Officer and Executive Management Succession Planning 30 Shareholder Engagement 31 Governance Documents 32 Director Compensation 32 Cash Compensation 32 Equity Compensation 33 Vesting 33 2025 Director Compensation 34 CD&A AT-A-GLANCE 36 EXECUTIVE COMPENSATION 36 PROPOSAL 2 Named Executive Officer Compensation ("Say-on-Pay") 36 Compensation Discussion and Analysis 37 Executive Summary 41 Compensation Design and Philosophy 44 Performance-Based Compensation: How Performance Goals Are Set Importance of Measuring Management's Performance Excluding the Impact of Currency MIP Target-Setting Equity Granting Policies 2025 Executive Compensation 56 Additional Executive Compensation Plan Practice and Procedures Compensation Committee Report Executive Compensation Tables 2025 Summary Compensation Table 2025 All Other Compensation 60 2025 Perquisites 61 2025 Grants of Plan-Based Awards 62 2025 Outstanding Equity Awards at Fiscal Year-End 63 2025 Option Exercises and Stock Vested 63 Pension Benefits 65 Nonqualified Deferred Compensation 66 Potential Payments Upon Termination or Change in Control 68 2025 Potential Payments Upon Termination or Change in Control 70 CEO Pay Ratio 71 Pay Versus Performance 73 Equity Compensation Plan Information 74 AUDIT MATTERS 74 PROPOSAL 3 Ratification of Auditors 74 Audit Fees and Other Fees 74 Pre-Approval Policies and Procedures 75 Audit and Risk Committee Report 76 Related Person Transactions 78 STOCK OWNERSHIP 78 Beneficial Ownership of the Company's Securities 78 Security Ownership of Directors 79 Security Ownership of Management 79 Delinquent Section 16(a) Reports 80 SHAREHOLDER PROPOSAL Proposal 4 - Independent Board Chairman 81 SOLICITATION AND REVOCATION OF PROXY 84 OTHER MATTERS 86 APPENDIX A - DEFINITION OF NON-U.S. GAAP MEASURES AND RECONCILIATIONS TO CORRESPONDING U.S. GAAP MEASURES APPENDIX B - DEFINITION OF OPERATIONAL MEASURES APPENDIX C - ATTENDING THE VIRTUAL ANNUAL MEETING ‌2025 BUSINESS HIGHLIGHTS In 2025, the Company delivered strong operating results. NET EARNINGS EARNINGS PER DILUTED RETURN ON EQUITY (ROE) SHARE (EPS) $3.6B $6.82 13.1% (33.0)% ▼ (29.2)% ▼ ADJUSTED EARNINGS EX-FX (1) ADJUSTED EPS EX-FX (1) ADJUSTED RETURN ON EQUITY (AROE) EX-FX (1) $4.0B $7.46 17.5% (2.0)% ▼ 3.5% ▲ NEW ANNUALIZED PREMIUM NEW ANNUALIZED PREMIUM SALES (2) - AFLAC JAPAN SALES (2) - AFLAC U.S. (IN YEN) 16.0% ▲ 3.0% ▲ CASH DIVIDEND REPURCHASED SHARES 3-YEAR TOTAL SHAREHOLDER RETURN ("TSR") 16.0% ▲ $3.5B 63.8% (1) Adjusted earnings, excluding foreign currency impact ("Adjusted Earnings ex-FX"); adjusted earnings per diluted share, excluding foreign currency impact ("Adjusted EPS ex-FX"); and AROE, excluding foreign currency impact ("AROE ex-FX"), are not calculated in accordance with generally accepted accounting principles in the United States (GAAP). See Appendix A to this Proxy Statement for definitions of these non-GAAP measures and reconciliations to the most comparable GAAP financial measures. (2) As discussed in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2025 Annual Report on Form 10-K. For more complete information regarding the Company's 2025 performance, please review the Company's Annual Report on Form 10-K for the year ended December 31, 2025. ‌VOTING ROADMAP Election of Directors Each Director stands for election annually. The following provides summary information about the nominees, all of whom are named in this Proxy Statement. Our Board believes it is appropriate to maintain a balance of longer tenured members, who bring stability and valuable Company-specific knowledge with a historical perspective, and newer members, who bring fresh viewpoints and new ideas. The Board of Directors recommends a vote FOR each of the eleven nominees named in this proxy statement. See page 10 The Board of Directors recommends a vote FOR our executive compensation program. See page 36 Executive Compensation ("Say-on-Pay") We are committed to achieving a high level of total return for our shareholders and believe our executive compensation program is designed to strongly link executive pay to Company performance. From the end of August 1990, when Daniel P. Amos was appointed the Chief Executive Officer (CEO), through December 31, 2025, the Company's total return to shareholders, including reinvested cash dividends, has exceeded 21,594% , compared with 4,123% for the Dow Jones Industrial Average, 4,223% for the S&P 500 Index, and 1,916% for the S&P 500 Life & Health Insurance Index over the same period. Ratification of Auditors In February 2026, the Audit and Risk Committee voted to appoint KPMG LLP, an independent registered public accounting firm, to perform the annual audit of the Company's consolidated financial statements for fiscal year 2026, subject to ratification by its shareholders. The Board of Directors and the Audit and Risk Committee recommend a vote FOR the ratification of the selection of KPMG LLP. See page 74 The Board of Directors recommends a vote AGAINST this shareholder proposal. See page 80 Proposal 4 - Independent Board Chairman Please read the entire Proxy Statement before voting. This Proxy Statement and the accompanying proxy were first sent or made available to shareholders on or about March 19, 2026. ‌Director Nominees Summary Lead Non-Management Director DANIEL P. AMOS, 74 Chairman and Chief Executive Officer, Aflac Incorporated Director Since 1983 Committees: E , FI MIWAKO HOSODA, 56 Professor, Seisa University Director Since 2023 Committees: CSR NOBUCHIKA MORI, 69 Representative Director, Japan Financial and Economic Research Co. Ltd. Director Since 2020 Committees: CG, FI W. PAUL BOWERS, 69 Retired Chairman and Chief Executive Officer, Georgia Power Co. Director Since 2013 Committees: AR*, CD , CSR, E THOMAS J. KENNY, 62 Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset Management Director Since 2015 Committees: CD, CSR, FI JOSEPH L. MOSKOWITZ, 72 Retired Executive Vice President, Primerica, Inc. Director Since 2015 Committees: AR*, C , CD, E ARTHUR R. COLLINS, 66 Founder and Chairman of theGROUP Director Since 2022 Committees: CG, CSR GEORGETTE D. KISER, 58 Former Managing Director and Chief Information Officer, The Carlyle Group Director Since 2019 Committees: AR*, C KATHERINE T. ROHRER, 72 Vice Provost Emeritus, Princeton University Director Since 2017 Committees: C, CG , E MICHAEL A. FORRESTER, 58 Former Chief Executive Officer of Copper Rock Capital Partners Director Since 2025 Committee: FI KAROLE F. LLOYD, 67 Certified Public Accountant and retired Ernst & Young LLP audit partner Director Since 2017 Committees: AR * , CD, E, FI Committee Key AR Audit & Risk C Compensation CD Corporate Development CG Corporate Governance CSR Corporate Social Responsibility & Sustainability Independent E Executive FI Finance & Investment Chair * Financial Expert Backgrounds, Skills, and Experiences 2026 all Director nominees (11): 36% Current or Former CEO 27% Marketing and Public Relations 45% Japanese Market Expertise 91% Investment and Financial Expertise 100% Operations Experience 100% Regulatory and Risk Management Experience 54% Industry Experience 18% Public Health Experience 45% Digital/Cybersecurity Independence 2026 all Director nominees (11): 91% Independent Tenure Demographics 2026 Independent Director nominees (10): 2 Directors 0-3 Years 3 Directors 4-7 Years 5 Directors 8+ Years 6 of 10 Independent Director Nominees are people of color and/or women Corporate Governance Highlights Annual director elections Majority vote standard for director elections Independent Lead Non-Management Director Active and responsive shareholder engagement process Annual Board evaluations, including individual director interviews Shareholder ability to call special meetings Shareholder right of proxy access Robust CEO succession planning process Mandatory Independent Director retirement age ‌Executive Compensation Highlights Our executive compensation philosophy is to provide pay that is aligned with the Company's results. We believe this is the most effective method for creating shareholder value and it has played a significant role in making the Company an industry leader. Our executive compensation program is designed to align pay and performance, generally targets market median positioning, and delivers the majority of direct compensation through performance-based elements. This helps ensure proper alignment with our shareholders and ties compensation for named executive officers (NEOs) to the Company's performance on key financial and strategic metrics. The Company's executive compensation program reflects our corporate governance best practices principles: Independent Oversight Shareholder Alignment Long-Standing Commitment The Board's independent Compensation Committee oversees the program. The Compensation Committee retains an independent compensation consultant that reports only to that Committee. The independent compensation consultant briefs the full Board annually on CEO pay and performance alignment. All employees are prohibited from hedging Company stock. Officers and Directors may not pledge the Company's stock or, unless approved by the Compensation Committee, enter into 10b5-1 plans. We do not provide change-in-control excise tax gross-ups. All employment agreements contain double trigger change-in-control requirements. We have had a clawback policy since 2007 , which was recently revised to exceed current regulatory requirements through inclusion of additional triggers for recoupment. We were the first public company in the U.S. to voluntarily provide shareholders with a Say-on-Pay vote - three years before such votes became mandatory. Executive officers and Directors have been subject to stock ownership guidelines since 1998. ‌2025 Executive Compensation The total target direct compensation mix for 2025 for (1) our CEO and (2) the average of our other NEOs is illustrated in the following charts and reflects the performance-based nature of our compensation program: CEO TARGET COMPENSATION MIX OTHER NEOs AVERAGE TARGET COMPENSATION MIX ◼ 9% Base Salary ◼ 22% Management Incentive Plan 17% ◼ Base Salary ◼ 29% Management Incentive Plan ◼ 69% Long-Term Incentive ‌Recent Say-On-Pay Votes We are pleased that our named executive compensation program received the voting support of over 96% of our shareholders in 2025, in line with the high support we have received over the past five years. We believe this continued support reflects positively on our executive compensation program, which links compensation metrics to our business strategy while incorporating feedback received from our shareholders. We work hard to implement best practices in executive compensation while staying focused on performance-based program elements that align with shareholder interests. We will continue to review our compensation program each year to determine if additional changes are warranted. Learn more in the Compensation Discussion & Analysis 2025 SAY-ON-PAY SUPPORT 96.6% 54% ◼ Long-Term Incentive FIVE-YEAR AVERAGE SAY-ON-PAY SUPPORT 96.4% ‌CORPORATE GOVERNANCE MATTERS ‌ Election of Directors Each Director stands for election annually. The Directors up for election at the Annual Meeting are named in this Proxy Statement. The following provides summary information about the nominees. Our Board believes it is appropriate to maintain a balance of longer tenured members, who bring stability and valuable Company-specific knowledge with a historical perspective, and newer members, who bring fresh viewpoints and new ideas. The Board of Directors recommends a vote FOR each of the eleven nominees named in this Proxy Statement. The Company proposes that the eleven individuals named in this Proxy Statement be elected to the Board. These individuals have been nominated by the Board's Corporate Governance Committee. If elected, they are willing to and expected to serve for a one-year term expiring at our 2027 Annual Meeting of Shareholders. Each Director will hold office until his or her successor has been elected and qualified or until the Director's earlier death, resignation, or removal. The people named in the accompanying proxy (or their substitutes) will vote to elect these nominees unless specifically instructed to the contrary. However, if any nominee becomes unable or unwilling to serve or is otherwise unavailable for election, the people named in the proxy (or their substitutes) will have discretionary authority to vote or to refrain from voting on any substitute nominee. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve if elected. All of the nominees are currently members of our Board. We expect all of our Directors to have a demonstrated ability to make a meaningful contribution to the Board's oversight of the business and affairs of the Company. As shown below and on the following pages, our nominees have a range of skills and experience in areas that are critical to our industry and our operations. ‌Board Composition ‌Director Nominees Daniel P. Amos CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF AFLAC INCORPORATED W. Paul Bowers RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF GEORGIA POWER CO. LEAD NON-MANAGEMENT DIRECTOR AGE 74 DIRECTOR SINCE 1983 COMMITTEES E FI AGE 69 DIRECTOR SINCE 2013 COMMITTEES AR* CD CSR E Chief Executive Officer of Aflac Incorporated and Aflac since 1990 Chairman of Aflac Incorporated and Aflac since 2001 President of Aflac from July 2017 to May 2018 President of Aflac Incorporated from January 2024 to January 2025 and from February 2018 through December 2019 Notable Experience Aligned with Our Strategy and Key Board Contributions Mr. Amos is the longest-serving CEO in the FORTUNE 250, having led Aflac Incorporated in this role for more than 35 years. His experience at Aflac Incorporated provides invaluable expertise and insights to both the leadership team and the Board on how to effectively execute strategic priorities in unpredictable macroeconomic and competitive environments. His experience and approach help him deliver insightful expertise and guidance to the Board on topics relating to corporate governance, people management, and risk management. Mr. Amos has appeared five times on Institutional Investor magazine's lists of America's Best CEOs for the insurance category, has been recognized as one of the 100 Best-Performing CEOs in the World by the Harvard Business Review five times, and has received a Lifetime Achievement Award for his dedication to corporate responsibility by CR Magazine . In 2023, he was inducted by the Georgia Historical Society and the Office of the Governor as a Georgia Trustee for exemplifying the highest standard of "Not for Self, but for Others" in his life and career. Public Company Boards Synovus Financial Corp. (2001-2011) Southern Company (2000-2006) Retired as chairman and chief executive officer of Georgia Power, the largest subsidiary of Southern Company, a gas and electricity utility holding company, on July 1, 2021, a position that he held since 2011 President of Georgia Power from 2011 until November 2020 Chief financial officer of Southern Company from 2008 to 2010 Served in various senior executive positions across Southern Company in Southern Company Generation, Southern Power, and the company's former U.K. subsidiary, where he was president and chief executive officer of South Western Electricity LLC/Western Power Distribution Notable Experience Aligned with Our Strategy and Key Board Contributions Mr. Bowers brings to the Board a valuable and unique perspective from his considerable financial knowledge, national and international business experience operating in a highly regulated industry, expertise in corporate development, and management of the evolving risks associated with cybersecurit y . Public Company Boards Chair, Exelon Corporation (since 2021, Chair since 2025) Audit Committee (since 2022, Chair since 2023) Corporate Governance Committee (since 2022) Other Board or Leadership Positions, Professional Memberships or Awards Brand Industrial Holding, Inc. (since 2019) Audit Committee Chair (since 2019) Chair, Atlanta Committee for Progress (2016) Nuclear Electric Insurance Ltd. (since 2009) ; Chairman (2017-2019) Board of Regents of the University System of Georgia (2014-2018) Federal Reserve Bank of Atlanta's Energy Policy Council (2008-2018) LEGEND: * Financial Expert • AR Audit and Risk • C Compensation • CD Corporate Development • CG Corporate Governance CSR Corporate Social Responsibility and Sustainability • E Executive • FI Finance and Investment • Independent • Chair • Member Arthur R. Collins FOUNDER AND CHAIRMAN OF theGROUP Michael A. Forrester FORMER CEO OF COPPER ROCK CAPITAL PARTNERS AGE 66 DIRECTOR SINCE 2022 COMMITTEES CG CSR AGE 58 DIRECTOR SINCE 2025 COMMITTEES FI Founder and Chairman of theGROUP, a government relations and strategic communications consulting firm, since 2011 Chairman and CEO of Public Private Partnership, Inc., which he established, from 1989 to 2011 Experienced and trusted strategic advisor to corporate leaders and domestic and foreign governments with concentrations in real estate, healthcare, and global public policy Additional areas of expertise include financial services, trade, energy, information technology, consumer products, agriculture, transportation, manufacturing, and national security Notable Experience Aligned with Our Strategy and Key Board Contributions Mr. Collins has more than 30 years of experience as a trusted advisor and strategist providing counsel to corporate leaders, heads of state and their governments, and non-profit executives and their boards. He brings his expertise in governmental affairs and regulatory matters and provides our Board with the relevant skills and perspective to effectively navigate the challenges of the regulatory and geopolitical environments and continue to execute our strategic priorities. Public Company Boards KB Home (since 2020) Nominating and Corporate Governance Committee (since 2023) Management Development and Compensation Committee (since 2022) RLJ Lodging Trust (since 2016) Compensation, Nominating and Corporate Governance Committees (since 2016) Other Board or Leadership Positions, Professional Memberships or Awards Member, Council on Foreign Relations (since 2023) Member, Ford's Theatre Board of Trustees (since 2023) Member, Smithsonian's National Museum of Asian Art Board of Trustees (since 2022) Vice Chair, Brookings Institution Board of Trustees (2014-2023) Member, Economic Club of Washington, D.C. (since 2012) Chairman, Morehouse School of Medicine Board of Trustees (since 2009) Member, Meridian International Center Board of Trustees (2009-2017) Chairman, Florida A&M University Board of Trustees (2001-2003) CEO of Copper Rock Capital Partners from 2014 to 2021 Responsible for leading all aspects of a $7+ billion investment management firm, including: business strategy, operations, marketing, human resources, finance, systems, compliance, and risk management. COO of Copper Rock Capital Partners from 2007 to 2013 Provided leadership and execution of growth strategy for targeting new investment management teams. Responsible for oversight and launching of multiple new global investment strategies. Implementation of new risk management, trade cost analysis and portfolio accounting systems. Managed overall financial plans and practices, including budgeting, profit and loss, accounting, tax, audit and strategic growth strategy for the firm. Notable Experience Aligned with Our Strategy and Key Board Contributions Mr. Forrester has over 30 years of wide-ranging experience in the investment management industry combined with more than 20 years of both corporate and mutual fund board experience. His extensive leadership, investment management knowledge, accounting and finance acumen as well as experience gathered on company boards infuses the Board with valuable perspective and insights related to capital allocation decision-making and the evaluation of potential strategic transactions that drive long-term shareholder value. Other Board or Leadership Positions, Professional Memberships or Awards Nuveen Funds (a TIAA Company) (since 2024) Investments Committee (since 2024 ) Compliance Committee (since 2024 ) Open-End Funds Committee; Chair (since 2024) TIAA-CREF Funds (2007-2023) Investments Committee ( 2013-2023 ) Operations Committee ( 2008-2013; 2016-2022 ) Nominating and Governance Committee (2011-2023; Chair 2017-2023) Audit and Compliance Committee (2007; 2014-2015; 2022-2023) Corporate Governance and Social Responsibility Committee (2007-2016) Investment Company Institute's Independent Directors Council for independent fund board directors (since 2020) IDC Governing Council (since 2020) Governance Committee (since 2025 ) LEGEND: * Financial Expert • AR Audit and Risk • C Compensation • CD Corporate Development • CG Corporate Governance CSR Corporate Social Responsibility and Sustainability • E Executive • FI Finance and Investment • Independent • Chair • Member Miwako Hosoda PROFESSOR, SEISA UNIVERSITY Thomas J. Kenny FORMER PARTNER AND CO-HEAD OF GLOBAL FIXED INCOME, GOLDMAN SACHS ASSET MANAGEMENT AGE 56 DIRECTOR SINCE 2023 COMMITTEES CSR AGE 62 DIRECTOR SINCE 2015 COMMITTEES CD CSR FI Professor, Seisa University, Faculty of Life Network Science from 2012 to present Vice President from 2013 to 2021 Project researcher, University of Tokyo, Institute of Medical Science from 2023 to present Research fellow, Harvard T.H. Chan School of Public Health Abe Fellow in the Department of Society, Human Development and Health from 2010 to 2012 Takemi Fellow in the Department of Global Health and Population, The Takemi Program in International Health from 2008 to 2010 Associate, Columbia University, Mailman School of Public Health, Department of Sociomedical Sciences from 2005 to 2008 Research Fellow, Japan Society for the Promotion of Science from 2002 to 2005 Notable Experience Aligned with Our Strategy and Key Board Contributions Dr. Hosoda brings over 30 years of extensive experience and expertise in the field of sociology of health. Her research on the social aspects of healthcare, collaborative efforts among welfare, education, and medical sectors for complex health problem-solving, and patient community engagement. These areas include a wide range of topics such as international comparisons of health governance, peer support among individuals with illnesses or disabilities, practical implementation of community care, and digitization and AI usage in healthcare and its risks. In addition to her primary interests, Dr. Hosoda is also an expert in public health, bioethics, social welfare, and environmental science. Her interdisciplinary expertise provides our Board with a profound technical understanding of our customer's needs and priorities in the Japanese public health sector. Other Board or Leadership Positions, Professional Memberships or Awards Board of Directors, The University of Tokyo, New York Office, Inc. (since 2023) Board of Directors, Brain Injury Caring Communities Society (2017-2020) , President (since 2023) Representative Director, Inclusive Action For All (since 2020) Vice president, Asia Pacific Sociological Association (since 2021) ; President (2017-2020) Board of Trustees, The Japanese Foundation for Cancer Research (2015-2021) Nuveen Funds (a TIAA Company) since January 2024 Held a variety of leadership positions at Goldman Sachs for twelve years, most recently serving as partner and advisory director Served as co-head of the Global Cash and Fixed Income Portfolio team at Goldman Sachs Asset Management, where he was responsible for overseeing the management of more than $600 billion in assets across multiple strategies with teams in London, Tokyo, and New York Spent thirteen years at Franklin Templeton CFA charter holder Notable Experience Aligned with Our Strategy and Key Board Contributions Mr. Kenny has extensive experience in asset and investment management and, specifically, portfolio solutions for insurance companies. His significant accounting and finance knowledge, as well as experience from serving in leadership roles on several company boards, provides the Board with valuable insight and expertise that supports our capital allocation decision-making and the evaluation of potential strategic transactions that drive long-term shareholder value. Other Board or Leadership Positions, Professional Memberships or Awards Apeel Sciences (since 2025) Nuveen Funds (a TIAA Company) : Co-Chair (2024) Closed-End Funds Committee (since 2025) Dividend Committee (since 2025) Executive Committee, Chair (since 2024) Investment Committee (since 2024) Compliance Committee (since 2024) Nomination and Governance Committee (since 2024) Open-End Funds Committee (2024) ParentSquare (since 2021) TIAA-CREF Board of Trustees, Chairman (2017-2023) TIAA-CREF Fund Complex: Executive Committee, Chair (2017-2023) Investment Committee (2011-2023) Audit and Compliance Committee (2018-2023) Nominating and Governance Committee (2017-2023) Ad Hoc CREF Special Projects Committee (2020-2023) LEGEND: * Financial Expert • AR Audit and Risk • C Compensation • CD Corporate Development • CG Corporate Governance CSR Corporate Social Responsibility and Sustainability • E Executive • FI Finance and Investment • Independent • Chair • Member Georgette D. Kiser FORMER MANAGING DIRECTOR AND CHIEF INFORMATION OFFICER, THE CARLYLE GROUP Karole F. Lloyd CERTIFIED PUBLIC ACCOUNTANT AND RETIRED ERNST & YOUNG LLP AUDIT PARTNER AGE 58 DIRECTOR SINCE 2019 COMMITTEES AR* C AGE 67 DIRECTOR SINCE 2017 COMMITTEES AR* CD E FI Operating executive/independent advisor who helps lead due diligence and technical strategies across various private equity and venture capital firms Former managing director and chief information officer at The Carlyle Group, where she was responsible for leading the firm's global technology and solutions organization from February 2015 until May 2019 Advised Carlyle professionals through the investment process, from sourcing deals, conducting diligence, managing companies and exiting transactions Helped set IT strategy for Carlyle Portfolio companies and drives IT/digital diligence and advisory efforts. Developed and drove information technology strategies across the global enterprise, which includes the firm's application development, data, digital, infrastructure, cybersecurity, and program management and outsourcing activities Led teams that provided creative solutions for investment front office, trading, and back-office operations at T. Rowe Price Worked for General Electric within their aerospace unit Notable Experience Aligned with Our Strategy and Key Board Contributions Ms. Kiser brings to the Board her extensive experience that she has developed over her three-plus decade career through successfully developing and leading talented teams to deliver decision support systems and technical solutions, including cybersecurity, for financial services firms. She has consistently been recognized for bringing credibility to solutions and technical organizations in addition to building strong business partnerships, leveraging human and technical resources, implementing investment and customer management systems, and producing advanced data management solutions. Public Company Boards Jacobs Engineering (since 2019) Adtalem Global Education (since 2018) NCR Voyix Corporation (formerly NCR Corporation) (2020-2024) Other Board or Leadership Positions, Professional Memberships or Awards Brown Advisory Board mutual fund (since 2022) Certified public accountant and retired as vice chair and regional managing partner for Ernst & Young, LLP ("EY"), a global accounting firm, in December 2016 Brings more than 37 years of work experience and leadership, most recently as part of the US Executive Board, Americas Operating Executive and the Global Practice Group for EY, and has extensive experience in the audits of large financial services, insurance, and health care companies Served many of EY's highest profile clients through mergers, IPOs, acquisitions, divestitures, and across numerous industries including banking, insurance, consumer products, transportation, real estate, manufacturing, and retail Served as an audit partner for publicly held companies in both the United States and Canada Other experience includes leadership and consulting with respect to financial reporting, board governance and legal matters, regulatory compliance, internal audit, and risk management Notable Experience Aligned with Our Strategy and Key Board Contributions Ms. Lloyd's extensive accounting and advisory experience across the financial services industry, combined with her leadership skills and strategic thinking, supports our Board's oversight of risk and helps inform our capital allocation decision-making and the evaluation of potential strategic transactions that drive long-term shareholder value. Public Company Boards Churchill Downs Incorporated (since 2018) Audit Committee (since 2018, Chair since 2019) Nominating and Governance Committee (since 2020) Other Board or Leadership Positions, Professional Memberships or Awards CERT Certificate in Cybersecurity Oversight The University of Alabama President's Advisory Council (since 2003) The University of Alabama Board of Visitors for the Commerce and Business School (since 2001) Atlanta Symphony Orchestra Board of Directors (since 2010) Metro Atlanta Chamber of Commerce, Board of Trustees and Executive Committee (2009-2016) LEGEND: * Financial Expert • AR Audit and Risk • C Compensation • CD Corporate Development • CG Corporate Governance CSR Corporate Social Responsibility and Sustainability • E Executive • FI Finance and Investment • Independent • Chair • Member Nobuchika Mori REPRESENTATIVE DIRECTOR, JAPAN FINANCIAL AND ECONOMIC RESEARCH CO. LTD. Joseph L. Moskowitz RETIRED EXECUTIVE VICE PRESIDENT, PRIMERICA, INC. AGE 69 DIRECTOR SINCE 2020 COMMITTEES CG FI AGE 72 DIRECTOR SINCE 2015 COMMITTEES AR* C CD E Representative director of the Japan Financial and Economic Research Co. Ltd., a research and consulting firm Responsible for providing research and consulting services to companies in Japan and abroad since July 2018 Eminent guest professor at the Center for Advanced Research in Finance, Graduate School of Economics, University of Tokyo (since July 2022) Senior research scholar and adjunct professor at Columbia University's School of International and Public Affairs (2018 to 2021) Commissioner of the Financial Services Agency of Japan (the "JFSA"), Japan's integrated financial regulator, from July 2015 until his retirement in July 2018 Led supervision of financial institutions including banks, securities firms and insurance companies Directed legislative and regulatory planning to ensure financial stability and enhance economic growth in Japan More than 30 years in senior positions at JFSA and Japan's Ministry of Finance (the "MOF") before becoming the head of JFSA, including: JFSA Vice Commissioner for Policy Coordination JFSA Director General for Inspection JFSA Director General for Supervision Served in a range of diplomatic posts reflecting his expertise in international financial markets and regulatory standards, including: Chief Representative in New York for the MOF Minister of the Embassy of Japan in the United States of America Deputy Treasurer at the Inter-American Development Bank Notable Experience Aligned with Our Strategy and Key Board Contributions Over a three-plus decade career immersed in Japan's finance industry as a financial regulator, policymaker, and standard setter in Japan and internationally, Mr. Mori gained extensive specialized economic, policy, and financial regulatory expertise, knowledge, and experience. He brings to the Board indispensable, significant insight with respect to the Company's Japanese business operations from his considerable financial and economic knowledge, international business experience, and regulatory acumen spanning highly regulated industries in Japan and internationally. Other Board or Leadership Positions, Professional Memberships or Awards Center on Japanese Economy and Business (CJEB) Professional Fellow (2018-2021) Executive vice president of Primerica, Inc., an insurance and investments company, from 2009 until 2014, leading the Product Economics and Financial Analysis Group Joined Primerica in 1988 and served in various capacities, including managing the group responsible for financial budgeting, capital management support, earnings analysis, and analyst and stockholder communications support Chief actuary from 1999 to 2004 Vice president of Sun Life Insurance Company from 1985 to 1988 Senior manager at KPMG from 1979 to 1985 Notable Experience Aligned with Our Strategy and Key Board Contributions With forty years of actuarial experience and leadership roles in the insurance industry, Mr. Moskowitz provides our Board with vital insight into the analysis and evaluation of actuarial and financial models, which form the basis of various aspects of corporate planning, financial reporting, and risk assessment. Other Board or Leadership Positions, Professional Memberships or Awards Fellow, Society of Actuaries (since 1979) Member, American Academy of Actuaries (since 1979) LEGEND: * Financial Expert • AR Audit and Risk • C Compensation • CD Corporate Development • CG Corporate Governance CSR Corporate Social Responsibility and Sustainability • E Executive • FI Finance and Investment • Independent • Chair • Member ‌Vice provost emeritus at Princeton University‌ Vice provost for Academic Programs from 2001 until 2015 Held several senior leadership positions including associate dean of the faculty and assistant dean of the college, starting in 1988 Served as interim associate dean of the graduate school in 2016 to 2017 Assistant professor at Columbia University from 1982 to 1988 Trustee emerita of Emory University Notable Experience Aligned with Our Strategy and Key Board Contributions With more than 30 years as a university leader, Dr. Rohrer provides our Board with a wealth of experience highlighted by a commitment to academic rigor and financial management. Her operational expertise includes: executing on institutional budgetary decisions; leading academic governance and priority-setting; spearheading the recruitment of deans and other senior academic administrators; developing university-level messaging and communications; and managing endowments. Dr. Rohrer's management career has included a keen sense of responsibility toward all stakeholders. Other Board or Leadership Positions, Professional Memberships or Awards Emory University Board of Trustees (2008-2022) Academic Affairs Committee (Chair 2013-2020 ) Executive Committee (2012-2022) Finance Committee ( 2014-2020) Previously served on the boards of Morristown-Beard School, Morristown, NJ; Trinity Church, Princeton, NJ; Crisis Ministry of Trenton and Princeton (now "Arm in Arm"); and Dryden Ensemble Director Independence The Board annually assesses the independence of each Director and Director nominee. Daniel P. Amos is an employee of the Company. The Board has determined that all of the other Directors during the last completed fiscal year and Director nominees are "independent" under New York Stock Exchange ("NYSE") listing standards. None of the independent nominees has a material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. The Board made its determination based on information furnished by all Directors regarding their relationships with the Company and research conducted by management. Board Succession Planning and Refreshment Process Our Board believes it is appropriate to maintain a balance of longer tenured members, who bring stability and valuable Company-specific knowledge with a historical perspective, and newer members, who bring fresh viewpoints and new ideas. Pursuant to the Company's Guidelines on Significant Corporate Governance Issues, independent directors will not be nominated for a term that would begin after the director's 75th birthday. Our regular self-evaluation process is designed to ensure we maintain a cohesive and well-constituted board of high integrity that exemplifies the right balance of perspectives, experience, independence, skill sets, and subject matter experts required for prudent oversight. Over the last five years, we have added three new director nominees as we prioritize candidates with the skills needed to provide effective oversight. Select Skills of Directors Joining the Board over the Last Five Years INVESTMENT AND FINANCIAL REGULATORY AND RISK MANAGEMENT PUBLIC HEALTH OPERATIONS JAPANESE MARKET INDUSTRY DIGITAL/CYBERSECURITY Katherine T. Rohrer VICE PROVOST EMERITUS, PRINCETON UNIVERSITY AGE 72 DIRECTOR SINCE 2017 COMMITTEES C CG E LEGEND: * Financial Expert • AR Audit and Risk • C Compensation • CD Corporate Development • CG Corporate Governance CSR Corporate Social Responsibility and Sustainability • E Executive • FI Finance and Investment • Independent • Chair • Member ‌Board of Directors Nominees Skills, Experience, and Independence Skills and Experience MARKETING AND PUBLIC RELATIONS: Understanding of the Company's strong brand and its role in developing and marketing our insurance products offering financial protection. CURRENT OR FORMER CEO: Chief executive officer (CEO) experience brings an understanding of how to oversee and lead complex organizations. OPERATIONS EXPERIENCE: Provides valuable senior executive experience and organizational management perspective relevant to management and operations. JAPANESE MARKET EXPERIENCE: Involvement working for an international company doing business in Japan and/or working or living in Japan provides insight into our business and strategy in the market. INVESTMENT AND FINANCIAL EXPERTISE: Understanding of investment markets and financial statements assists in evaluating and overseeing our investment strategy, asset management, capital structure, and financial reporting. REGULATORY AND RISK MGMT. EXPERIENCE: Involvement and understanding of the operating environment for a highly regulated industry and impact of government action as well as identifying and controlling business and financial risks. INDUSTRY EXPERIENCE: Experience providing in-depth knowledge of the insurance and/or financial services industry. PUBLIC HEALTH EXPERIENCE: Expertise that provides insight with respect to the public health sector, medical care, and medical ethics, which is relevant to our strategy, business, and operations. DIGITAL/CYBERSECURITY EXPERIENCE: Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation, and policy. INDEPENDENT ‌Director Nominating Process Our Corporate Governance Committee is responsible for establishing criteria, screening candidates and evaluating the qualifications of persons who may be considered for service as a Director. SUCCESSION PLANNING The Committee considers the current and long-term needs of our business and seeks potential candidates in light of evolving needs, current Board structure, tenure, demographics, skills, and experience. IDENTIFICATION OF CANDIDATES The Committee may identify potential candidates from three sources: suggestions from current Directors and executive officers; firms that specialize in identifying director candidates; and/or as discussed below, candidates recommended by shareholders. THRESHOLD QUALIFICATIONS The Committee believes that, at a minimum, nominees for Director must have: a demonstrated ability to make a meaningful contribution to the Board's oversight of the business and affairs of the Company; and an impeccable record and reputation for honest and ethical conduct in both professional and personal activities. ADDITIONAL QUALIFICATIONS The Committee strives to build a Board that is strong in its collective knowledge. Among other skill sets, the Committee looks for nominees with experience in the following areas: accounting and finance management and leadership vision and strategy business operations business judgment industry knowledge corporate governance global markets communication In addition, the Committee assesses candidates for impeccable values and ethical standards, and considers the broad range of backgrounds, skills, disciplines, expertise, experiences, and opinions that are desirable within the context of the characteristics and needs of the Board as a whole. Directors may sit on no more than four public company boards (including our own) or no more than one additional public company board if the Director is an officer of the Company. All of our Director nominees currently comply with our policy on outside board service. The Committee reviews requests from Directors to serve on the board of other public companies. MEETING WITH CANDIDATES Once the Committee identifies one or more potential nominees, its members: review publicly available information and contact candidates who warrant further consideration; request further information for those potential nominees willing to be considered for a Board seat; conduct one or more interviews with each potential nominee; and may contact references provided by candidates and speak with members of the business community or other people who have firsthand knowledge of a candidate's record. This process enables the Committee to compare the accomplishments and qualifications of all potential nominees. DECISION AND NOMINATION The Committee nominates the candidates best qualified to serve the interests of the Company and all shareholders for approval by the Board. ELECTION Shareholders consider the nominees and elect Directors at the Annual Meeting of Shareholders to serve one-year terms. The Board may also appoint Directors during the year when determined to be in the best interests of the Company and its shareholders. Director Renomination The criteria for renomination is substantially similar to that for new nominations. In addition, the Corporate Governance Committee considers independence; the Director's ability to commit the necessary time and attention appropriate for effective Board service; past attendance at meetings; contributions to the Board and committees on which the Director serves; the knowledge, experience, skills, and background that the Director brings to the Board relative to its needs and existing composition; the results of the most recent Board self-evaluation; and any shareholder feedback. ‌Consideration of Director Candidates from Shareholders The Corporate Governance Committee will consider Director candidates recommended by shareholders. As with any potential nominee, the Corporate Governance Committee will evaluate shareholder- nominated candidates in light of the needs of the Board and the qualifications of the particular individuals. In addition, the Corporate Governance Committee may consider the number of shares held by the recommending shareholder and the length of time such shares have been held. To recommend a candidate for the Board, a shareholder must submit the recommendation in writing, including: (i) the name of the shareholder and evidence of the person's ownership of common stock of the Company ("Common Stock"), including the number of shares owned and the length of time of ownership; (ii) the name of the candidate, the candidate's principal occupation or employment or qualifications to be a Director; (iii) the candidate's consent to be named as a Director if nominated by the Board, and (iv) other requirements specified in our Bylaws. The shareholder recommendation and information described above generally must be received by the Corporate Secretary not less than 90 nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. However, if the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the shareholder, to be timely, must be received no later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was mailed or public disclosure of that date was made, whichever occurs first. In the case of a special meeting of shareholders called for the purpose of electing directors, the recommendation and accompanying information must be received by the Corporate Secretary not later than the close of business on the 10th day following the day on which notice of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. Shareholder recommendations and accompanying information should be sent to the Corporate Secretary at Aflac Incorporated as described at the end of this Proxy Statement under the heading "Other Proposals or Director Nominations to be Brought Before our 2027 Annual Meeting." Our proxy access bylaw permits a shareholder (or group of up to twenty shareholders) owning shares of our outstanding Common Stock representing at least 3% of the votes entitled to be cast on the election of Directors to nominate and include in our proxy materials Director candidates constituting up to 20% of the Board. The nominating shareholder or group of shareholders must have owned their shares continuously for at least three years, and the nominating shareholder(s) and nominee(s) must satisfy other requirements specified in our Bylaws. Board Self-Evaluation The effectiveness of our Board is of the utmost importance. The Board recognizes that we live in a dynamic world that requires regular self-evaluation to help ensure that we have the best skill set and experience to serve the Company and that the Board is fulfilling its responsibilities. ANNUAL ASSESSMENT OVERSIGHT The Corporate Governance Committee is charged with overseeing an annual process of self-evaluation for the Board as a whole and for its individual members. COMMITTEE SELF-EVALUATIONS The charters of each Board committee also require annual evaluations of the performance of the committee, which are typically overseen by each committee's chair. ONE-ON-ONE DISCUSSIONS The annual process, which includes completion of written questionnaires for the Board and for each committee on which the Director serves, involves an interview of each Director. EXECUTIVE SESSIONS The Chairman discusses the results of the surveys and interviews with the full Board in executive sessions. In addition, the Lead Non-Management Director leads executive sessions with the Board, without the Chairman, to discuss the self-evaluation results. FEEDBACK INCORPORATED Based on the self-evaluation results, any follow-ups including changes in practices or procedures are considered and implemented, as appropriate. TOPICS DISCUSSED • • Board structure and composition Effectiveness of oversight and other responsibilities Access to management, information, and other resources • • • • Meetings and materials Quality of director participation Fulfillment of charter responsibilities Refreshment and succession In addition to the formal self-evaluation process, the Non-employee Directors regularly meet in executive session, during which the Board's performance and oversight responsibilities are frequently discussed. ‌Our Board and Committees‌ Board Leadership Structure The Board is charged with managing the business and affairs of the Company and retains discretion to determine the leadership structure that it believes best serves the Company and its shareholders in light of its fiduciary duties and the Company's circumstances at any given time. In exercising this judgment, the Board recognizes that leadership structure is not a one-size-fits-all determination, but rather should reflect the Company's strategy, regulatory environment, and operational complexity. As such, the Board does not have a policy on whether or not the role of the Chairman and Chief Executive Officer should be separate, or, if the roles are to be separate, whether the Chairman should be selected from the non-employee Directors. Consistent with its authority, the Board evaluates its leadership structure at least annually as part of its governance review process and may determine to combine or separate the roles of Chairman and Chief Executive Officer as circumstances warrant. If the Chairman and Chief Executive Officer roles are filled by the same person, or if the Chairman is not independent, the Board believes that an independent Director should be appointed to serve as the Lead Non-Management Director. Based upon a recommendation by the Corporate Governance Committee, the Lead Non-Management Director is elected annually by the Board (effective at the first Board of Directors meeting following the Annual Meeting of Shareholders). Although subject to an annual election, the Lead Non-Management Director is generally expected to serve for more than one year. The role of Chairman and Chief Executive Officer has been held by Mr. Amos for nearly 25 years, providing stability and leadership informed by extensive experience and deep knowledge of the Company's business and industry. The role of Lead Non-Management Director has been held by W. Paul Bowers since 2019, providing strong independent oversight informed by clearly-defined and substantial responsibilities. Given the Company's significant presence in Japan and the United States, long-term capital management focus, and highly regulated business model, at this time, the Board believes that unified leadership supports effective alignment between strategic oversight and operational execution and robust and independent oversight is provided through the Lead Non-Management Director role and its independent committees. The Board believes its existing corporate governance practices facilitate independent oversight and management accountability. These governance practices are reflected in the Company's Guidelines on Significant Corporate Governance Issues, Committee charters, and through our long-standing practices. In particular: a substantial majority of our Board members are independent; the Audit and Risk, Compensation, and Corporate Governance Committees all comprise independent Directors; the Company has a Lead Non-Management Director with significant responsibilities, as described below; the Non-employee Directors meet at each regularly scheduled Board meeting in executive session without management present; the Corporate Governance Committee oversees and manages the annual assessment of Board performance, which includes consideration of the effectiveness of our Board leadership structure; our shareholders have several avenues to make their views known, including the ability to amend the Bylaws of the Company, to call a special meeting of shareholders and to include director nominations in our proxy materials; and members of our management team and/or independent Directors proactively engage on a year-round basis with our shareholders to understand their perspectives on our business, strategy, management, Board, and governance practices. Daniel P. Amos CHAIRMAN AND CEO Mr. Amos has served as Chairman of the Board since 2001 and as CEO since 1990. The Board believes the most effective Board leadership structure for the Company at this time is for the CEO to continue to serve as Chairman, working with a Lead Non-Management Director. This structure has served the Company well for many years. The CEO is ultimately responsible for the day-to-day operation of the Company and for executing the Company's strategy, and the Company's performance is an integral part of Board deliberations. Accordingly, the Board believes that Mr. Amos is the Director most qualified to act as Chairman. Mr. Amos' detailed institutional knowledge of the Company's operations and his vision for the Company's development provides decisive and effective leadership for the Board, enables efficient and effective decision-making with focused accountability and helps to ensure that the Company presents its message and strategy to shareholders, employees, policyholders, and other stakeholders through one unified voice. However, the Board retains the authority to modify this structure to best advance the interests of all shareholders if circumstances warrant such a change. W. Paul Bowers LEAD NON-MANAGEMENT DIRECTOR The Corporate Governance Committee has nominated Mr. Bowers to serve as Lead Non-Management Director, a position he has held since May 2019. Mr. Bowers' experience at Southern Company, particularly his strong leadership and operational background, make him well-suited to serve as our Lead Non-Management Director. He has also served as Chair of our Corporate Development Committee and is currently a member of our Audit and Risk, Corporate Social Responsibility and Sustainability, and Executive Committees. Responsibilities of the Lead Non-Management Director Since 2003, the Board has annually elected an independent director as the Lead Non-Management Director. The Lead Non-Management Director role is modeled on the role of an independent board chair, which helps to ensure a strong, independent, and active board. Our Guidelines on Significant Corporate Governance Issues include the following responsibilities of the Lead Non-Management Director: consulting with the Chairman and Corporate Secretary to establish the agenda for each Board meeting; setting the agenda for, and leading, all executive sessions of the Non-employee Directors; when appropriate, discussing with the Chairman matters addressed at such executive sessions; presiding over meetings of the Board at which the Chairman is not present; presiding over discussions of the Board when the topic presents a potential conflict of interest for the Chairman; facilitating discussions among the Non-employee Directors between Board meetings; serving as a liaison between the Non-employee Directors and the Chairman; when appropriate, serving as a liaison between management and the Board; representing the Board in shareholder outreach; and facilitating the annual Board self-evaluation in coordination with the Chairman. The Lead Non-Management Director has the authority to call meetings of the independent Directors. ‌Committee Structure The Board has seven standing committees: Audit and Risk; Compensation; Corporate Development; Corporate Governance; Corporate Social Responsibility and Sustainability; Executive; and Finance and Investment. Each committee (other than the Executive Committee) operates under a written charter adopted by the Board. Charters for the Audit and Risk Committee, the Compensation Committee, and the Corporate Governance Committee all can be found on the Company's website, aflac.com , under "Investors," then "Governance," and then "Governance Documents." All members of the Audit and Risk, Compensation and Corporate Governance Committees qualify as "outside" Directors as defined by Section 162(m) of the Internal Revenue Code, "Non-employee Directors" within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") and independent Directors under NYSE listing standards, as appropriate. Board Committee Refreshment The Corporate Governance Committee considers the periodic rotation of committee members and committee chairs to introduce fresh perspectives and to broaden and diversify the views and experience represented on Board committees. Beginning May 4, 2026, the Corporate Governance Committee has nominated Mr. Michael A Forrester to succeed Mr. W. Paul Bowers as a member of the Corporate Social Responsibility and Sustainability Committee. The Audit and Risk Committee NUMBER OF MEETINGS IN 2025 9 All members of the committee Karole F. Lloyd are Financial Experts (Chair) W. Paul Bowers Georgette D. Kiser Joseph L. Moskowitz Responsibilities ensuring that management maintains the reliability and integrity of the financial reporting process and systems of internal controls of the Company and its subsidiaries regarding finance, accounting, and legal matters; issuing annually the Audit and Risk Committee Report set forth below; selecting, overseeing, evaluating, determining funding for, and, where appropriate, replacing or terminating the independent registered public accounting firm; monitoring the independence and performance of the independent registered public accounting firm; pre-approving audit and non-audit services provided by the independent registered public accounting firm; pre-approving or ratifying all related person transactions that are required to be disclosed in this Proxy Statement; overseeing the performance of the Company's internal auditing department; assisting with Board oversight of the Company's compliance with legal and regulatory requirements as well as the Company's code of business ethics and policy on conflict of interest; overseeing the Company's policies, process, and structure related to enterprise risk engagement and management, including information security; and providing an open avenue of communication among the independent registered public accounting firm, management, the internal auditing department, and the Board. Relationship with Independent Registered Public Accounting Firm. The independent registered public accounting firm has direct access to the Audit and Risk Committee and may discuss any matters that arise in connection with its audits, the maintenance of internal controls, and any other matters relating to the Company's financial affairs. The Audit and Risk Committee may authorize the independent registered public accounting firm to investigate any such matters, and may present its recommendations and conclusions to the Board. At least annually, the Audit and Risk Committee reviews the services performed and the fees charged by the independent registered public accounting firm. For additional information, see "Proposal 3: Ratification of Auditors" and the "Audit and Risk Committee Report" sections beginning on page 74. All Audit and Risk Committee members have been determined by the Board to be "audit committee financial experts," as such term is defined in Item 407(d)(5) of Securities and Exchange Commission (SEC) Regulation S-K. The Compensation Committee NUMBER OF MEETINGS IN 2025 4 Joseph L. Moskowitz Georgette D. (Chair) Kiser Katherine T. Rohrer Responsibilities reviewing and approving compensation levels, equity-linked incentive compensation, and annual incentive awards under the Company's Management Incentive Plan; reviewing, at least annually, the goals and objectives of the Company's executive compensation plans; evaluating annually the performance of the CEO with respect to such goals and objectives and determining the appropriate compensation level; evaluating annually the performance of the Company's other executive officers in light of such goals and objectives and setting their compensation levels based on this evaluation and also taking into consideration the recommendation of the CEO; reviewing the Company's incentive compensation programs to determine whether they encourage excessive risk taking, and evaluating compensation policies and practices that could mitigate any such risk; and reviewing, as appropriate, the Company's other compensation and benefit plans for alignment with our goals and objectives. The Compensation Committee may delegate power and authority to any subcommittees as the Compensation Committee deems appropriate. Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee is a current or former employee or officer of the Company or any of its subsidiaries. During 2025, no Director was an executive officer of another entity on whose compensation committee any executive officer of the Company served. In addition, no member of the Compensation Committee had any relationship requiring disclosure under the section titled "Related Person Transactions" in this Proxy Statement. The Corporate Development Committee NUMBER OF MEETINGS IN 2025 2 W. Paul Bowers (Chair) Thomas J. Kenny Karole F. Lloyd Joseph L. Moskowitz Responsibilities reviewing the Company's corporate and strategic organizational development to identify, evaluate, and execute on appropriate opportunities that could enhance long-term growth and build shareholder value; assisting the Board in reviewing, evaluating, and approving specific strategic plans for corporate development activities, including mergers, acquisitions, dispositions, joint venture, marketing and distribution arrangements, and strategic equity investments; assisting the Board in reviewing proposals to enter new geographic markets; reviewing corporate development proposals prepared by the Company's officers and managers and other strategic projects as determined by the Board to provide consistency with the Company's long-term strategic objectives; and assisting the Board in monitoring the nature of investments made as part of Aflac Ventures in both the U.S. and Japan, including the Company's overall corporate venture capital strategy. The Corporate Governance Committee NUMBER OF MEETINGS IN 2025 3 Katherine T. Rohrer Arthur R. (Chair) Collins Nobuchika Mori Responsibilities selecting individuals qualified to serve as Directors to be nominated to stand for election to the Board; recommending assignments to the Board's standing committees; advising the Board with respect to matters of Board structure, composition, and procedures; developing and recommending to the Board a set of corporate governance principles applicable to the Company; monitoring compliance with the Company's political participation program; overseeing the evaluation of the Board; and ensuring that the Company's management development and succession plans are appropriate. The Corporate Social Responsibility and Sustainability Committee NUMBER OF MEETINGS IN 2025 4 Arthur R. Collins (Chair) W. Paul Bowers Miwako Hosoda Thomas J. Kenny Responsibilities CORPORATE SOCIAL RESPONSIBILITY overseeing the Company's policies, procedures, and practices with respect to corporate social responsibility and sustainability, in the context of what is appropriate and relevant to the Company, our people and the communities we serve; monitoring and reviewing the impact of the Company's activities on customers, employees, communities, and other stakeholders in light of the Board's fundamental duty to preserve and promote long-term value creation for the Company's shareholders; the Company's strategies, procedures, and practices related to corporate social responsibility on a global basis, including significant philanthropic and community engagement activities; and the development of metrics, information systems, and procedures to track progress toward achievement of the Company's corporate social responsibility objectives; reviewing the Company's annual corporate social responsibility and sustainability report before it is published; and monitoring and reviewing the Company's support of charitable, educational, and business organizations. SUSTAINABILITY monitoring and reviewing the Company's policies, procedures, and practices related to corporate social responsibility and sustainability in light of the Company's intent to foster the sustainable growth* of the Company on a global basis; the Company's strategies, policies, procedures, and practices related to environmental and related health and safety matters; and the Company's policies, procedures, and practices that enable us to proactively respond to evolving regulatory and investor expectations with regard to sustainability, especially in the areas of environmental stewardship, energy use, recycling, and carbon emissions (i.e., our carbon footprint); reviewing the goals and objectives of the Company's environmental stewardship policy, and amending or, to the extent an amendment requires Board approval, recommending that the Board amend, these goals and objectives if the Committee deems appropriate; and reviewing the Company's communication and marketing strategies related to sustainability. * We believe "sustainable growth" means being able to meet the needs of our shareholders and customers while taking into account the needs of future generations, and also ensuring the long-term preservation and enhancement of the Company's financial, environmental, and social capital. The Finance and Investment Committee NUMBER OF MEETINGS IN 2025 5 Thomas J. Kenny Daniel P. (Chair) Amos Michael A. Forrester Karole F. Lloyd Nobuchika Mori Responsibilities FINANCE reviewing and reassessing significant financial policies and matters of Treasury and corporate finance, including the Company's overall capital structure, dividend policy, share repurchase program and liquidity, and the issuance or retirement of debt and other capital securities; reviewing and providing guidance to the Board on significant reinsurance transactions and strategies; the Company's credit ratings, ratings strategy, and overall rating agency dialogue; and financing strategy and capital impact of corporate development activities and multiyear strategic capital project expenditures; reviewing and reassessing the Company's overall hedging strategy, including foreign exchange and cash flow hedging, and ensuring proper governance over policies and procedures associated with trading in derivative instruments; INVESTMENT overseeing the investment process and the policies, strategies, and programs of the Company and its subsidiaries relating to investment risk management; periodically reviewing and assessing the adequacy of the Global Investment Policy of the Company and its subsidiaries, and approving any changes to that policy; in partnership with the Compensation Committee, overseeing the Company's processes for managing the finances of the employee pension and defined contribution benefit plans, including the related investment policies, actuarial assumptions, and funding policies; in partnership with the Audit and Risk Committee, reviewing and providing guidance on the Company's corporate insurance coverages; and in partnership with the Corporate Social Responsibility and Sustainability Committee, review and provide guidance on corporate social responsibility and sustainability factors relating to issuance and application of proceeds of sustainability bonds and other social and/or sustainability-oriented debt of the Company. reviewing the performance of the investment portfolios and transactions made on behalf of the Company and its subsidiaries; and in partnership with the Corporate Social Responsibility and Sustainability Committee, review and provide guidance on integration of corporate social responsibility and sustainability factors into the investment process and investment risk management policies, strategies and programs. The Executive Committee NUMBER OF MEETINGS IN 2025 3 Daniel P. Amos (Chair) W. Paul Bowers Karole F. Lloyd Joseph L. Moskowitz Katherine T. Rohrer Responsibilities PURPOSE During the intervals between meetings of the Board, the Executive Committee may exercise all of the powers of the Board that may be delegated under Georgia law. COMPOSITION Under the Company's Bylaws, the Executive Committee must consist of at least five Directors, including those Directors who are officers of the Company, and such additional Directors as the Board may from time to time determine. Currently, the membership of the Executive Committee also includes the Chairs of the Audit and Risk, Compensation, and Corporate Governance Committees, and includes the Company's Lead Non-Management Director. The Chairman of the Board (or another member of the Executive Committee chosen by him) is the Chairman of the Executive Committee. ‌Meeting Attendance The Board met four times in 2025, and all Directors attended at least 75% of the meetings of the Board and the committees on which they served as a member for the period for which they served. It is Company policy that each Director should attend the Annual Meeting. All Directors serving at the time attended the 2025 Annual Meeting, which was held virtually. ‌Director Onboarding and Continuing Education In accordance with our Guidelines on Significant Corporate Governance Issues, the Company provides new Directors with a director orientation program to familiarize such Directors with, among other things, the Company's business, strategic plans, significant financial, accounting and risk management issues, compliance programs, conflicts policies, Code of Business Conduct and Ethics, corporate governance policies, principal officers, internal auditors and independent auditors. Each Director is expected to participate in continuing education programs in order to maintain the necessary level of expertise to perform his or her responsibilities as a Director. Subject matter experts are frequently invited to meetings to present on emerging matters or to provide deeper dives into topics of interest. In addition, it is highly recommended that each Director attend (either in person or via webcast) the Company's presentations to financial analysts and listen to the Company's quarterly conference calls with financial analysts. This policy helps ensure that Directors are sufficiently informed of the material aspects of the Company's public disclosures, financial condition and business operations. ‌Board Responsibilities ‌Oversight of Risk Board of Directors Our Board oversees our enterprise-wide risk management system, which is designed to achieve organizational and strategic objectives, improve long-term performance, and enhance shareholder value. The Board must understand the risks the Company faces and the steps management takes to manage those risks as well as what level of risk is appropriate for the Company. Our Directors are equipped to make all of these determinations because they are integral to the process of setting the Company's business strategy. The Board oversees the risk-management process in conjunction with Board and management committees, each with varying aspects of enterprise risk management as part of their responsibilities. Examples of Board committee risk management oversight are noted below. AUDIT AND RISK COMMITTEE Oversees the Company's policies, process, and structure related to enterprise risk management and compliance including: discusses guidelines and policies governing the • reviews the general structure, staffing • reviews with the internal auditors, the process by which senior management and the models, and engagement of the independent auditor, and the Company's relevant departments of the Company assess and Company's risk governance departments financial management team the manage exposure to risk, as well as the and practices; adequacy and effectiveness of our Company's major financial risk exposures and the internal controls, including information steps management has taken to monitor and • reviews the Company's major financial risk security policies and internal controls control such exposures; exposures and evaluates processes and regarding information security, and any reviews the Company's risk assessment and controls that management has adopted to special steps adopted in light of material enterprise risk-management framework, including monitor and manage those risks; control deficiencies; and risk-management guidelines, risk appetite, risk • meets in executive session with key senior • reports to the Board, at least annually, tolerances, key risk policies, and control leaders involved in risk management; with respect to matters related to key procedures; enterprise risks and risk management reviews critical regulatory risk-management filings areas of concentration. and enterprise risk-management material shared with regulators and rating agencies; FINANCE AND INVESTMENT COMMITTEE Oversees the investment process and investment risk management of the Company and its subsidiaries by monitoring investment policies, strategies, and transactions and reviewing the performance of the investment portfolio and overall capital and liquidity position of the Company: Investment risk: Includes liquidity risk, market • Market risk: The risk that market • Enterprise Capital & Liquidity risk: Review risk, and credit risk. movements will cause fluctuations in the of enterprise capital adequacy, access to Liquidity risk: When an investment is not value of our assets, the amount of our capital, and maintenance of liquidity marketable and cannot be bought or sold liabilities, or the income from our assets. position to protect credit ratings and the quickly enough to prevent or minimize a loss. • Credit risk: The risk of loss arising from Company's ability to meet short and the failure of a counterparty to perform its long-term obligations. contractual obligations. COMPENSATION COMMITTEE Oversees the Company's compensation plans and practices and strives to create incentives that encourage a level of risk-taking behavior consistent with the Company's business strategy: reviewing the Company's incentive • reviewing at least annually the • evaluating compensation policies and compensation arrangements to determine relationship between the Company's practices that could mitigate any such whether they encourage unnecessary or compensation and risk management risk. excessive risk-taking; policies and practices; As more fully discussed in the Compensation Discussion and Analysis section of this Proxy Statement, the Compensation Committee establishes incentive compensation performance objectives for management that are directly linked to the Company's results, aligned with shareholder interests, and realistically attainable so as not to encourage excessive risk taking. Role of Management The Company's management is responsible for day-to-day risk management. Our enterprise risk-management framework, which is aligned with and overseen by the Board and its committees, includes several executive management committees whose roles incorporate risk management across the enterprise. For example, executive management's Global Risk Committee oversees the processes for identifying, assessing, measuring, monitoring, and mitigating key risks in addition to ensuring transparency and appropriateness of reporting to executive leadership. Other management committees, and specific management positions such as the Company's Global Chief Risk Officer, its General Counsel, and its Global Chief Compliance Officer, are responsible for implementing policies and risk-management processes relating to strategic, operational, investment, competitive, regulatory and legislative, product, reputational, and compliance risks. Spotlight on Information Security Risk Oversight The Board has adopted an information security policy directing management to establish and operate a global information security program with the goals of identifying, assessing and monitoring existing and emerging cybersecurity threats and helping ensure that the Company's information assets and data, and the data of its customers, are appropriately protected from loss or theft. The Board has delegated oversight of the Company's information security program to the Audit and Risk Committee. The Company's senior officers, including its Global Chief Information Security Officer (GCISO), are responsible for the operation of the global information security program and communicate with the Audit and Risk Committee quarterly and the full Board three times a year on the program, including with respect to the state of the program, compliance with applicable regulations, current and evolving threats, and recommendations for changes in the global information security program. The global information security program also includes a cybersecurity incident response plan that is designed to provide a management framework across Company functions for a coordinated assessment and response to cybersecurity incidents. This framework establishes a protocol to report certain incidents to the GCISO and other senior officers, with the goal of timely assessing such incidents, determining applicable disclosure requirements, and communicating with the Audit and Risk Committee as appropriate. The incident response plan directs the executive officers to report certain incidents immediately and directly to the Lead Non-Management Director and/or the Chair of the Audit and Risk Committee. For more information, see the Aflac Incorporated Cybersecurity Disclosure at investors.aflac.com under the "Sustainability" tab, then "Policies and Statements." See also Item 1C of the Company's Annual Report on Form 10-K for the year ended December 31, 2025. ‌Oversight of Strategy The Board oversees and monitors strategic planning. Business strategy is a key focus at the Board level and embedded in the work of Board committees. In addition to strategic plans being reviewed by the Board annually, the Board holds periodic retreats in the U.S. and Japan focused on strategic development, and the Corporate Development Committee reviews strategy with respect to non-organic investment considerations. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multilayered approach in exercising its duties. ‌Oversight of Human Capital Management Board of Directors Our Board is actively engaged in overseeing the Company's people and culture strategy. Several committees review and report back to the Board on a broad range of human capital management topics and related risks. Compensation Committee Reviews the Company's compensation plans to encourage promotion of the Company's goals and objectives, including sustainability goals and objectives Corporate Governance Committee Oversees the Company's policies and principles relating to succession planning and management development, and establishes that appropriate succession plans are in place Corporate Social Responsibility and Sustainability Committee Provides guidance and oversight of the Company's corporate social responsibility activities, including metrics and procedures to track progress toward achievement of the Company's goals The Company is committed to providing continuous opportunities to all of its employees to continue to grow in their roles and within our Company. The Company places an emphasis on the employee value proposition and overall employee experience. This includes a broad range of development and growth opportunities as well as a robust menu of engagement and wellness offerings. The Company uses internal and external resources to attract, retain and develop talent. For more about Aflac Incorporated's workforce, please see the Company's most recent Business and Sustainability Report. For other sustainability disclosures and the sustainability policy statements, please visit investors.aflac.com under the "Sustainability" tab. ‌Oversight of Corporate Social Responsibility and Sustainability Board of Directors Our Board plays critical role in overseeing our environment, social, and governance efforts. Through our Committees, we identify, promote, and monitor responsible and ethical corporate governance mechanisms, corporate social responsibility and sustainability goals and related compensation programs, and risk management policies that identify and assess climate-related risks. Corporate Social Responsibility and Sustainability Committee Oversees the Company's policies, procedures, and practices with respect to corporate social responsibility (CSR) and sustainability Monitors the preparation of and reviews the Company's annual report that provides more detail around CSR and sustainability initiatives Coordinates with: Audit and Risk Committee Oversees the Company's policies, process, and structure related to enterprise risk engagement and management, which includes CSR and sustainability risks and opportunities Updates received by the Board through the Corporate Social Responsibility and Sustainability Committee Sustainability initiatives • Workplace inclusion and equal opportunity efforts Environmental impact • Philanthropic activities The Corporate Governance Committee with regard to the Company's policies and principles relating to succession planning and management development The Compensation Committee relating to any CSR and sustainability factors incorporated into executive compensation programs The Finance and Investment Committee regarding guidance on CSR and sustainability factors relating to issuance and application of proceeds of sustainability bonds and other social and/or sustainability oriented debt of the Company and oversight of the investment process Role of Management Management periodically meets with the Corporate Social Responsibility and Sustainability Committee, as well as other Board Committees, to report on how sustainability-related risks and opportunities inform actions that are coordinated and aligned with the broader goals of the Company and are integrated into organizational strategy, plans of action, management policies, and performance objectives, including how progress is monitored against targets and goals. At Aflac Incorporated, we believe that all things being equal, most people prefer doing business with a company that is also a good corporate citizen. We refer to this as "The Aflac Way," which is the outward manifestation of our belief that ethics, corporate citizenship, and success go hand in hand. Our efforts include conducting business with ethics and compassion, providing development and wellness opportunities for our workforce, being ever-mindful of our environmental impact, and serving the community through efforts such as helping families facing childhood cancer and blood disorders. This philosophy is woven into our daily operations, our culture, and our actions in the community. For more information, please see the back cover of this Proxy Statement. Fortune's World's Most Admired Companies (25th year) Ethisphere's World's Most Ethical Companies (20th consecutive year) , making it the only insurance company in the world to hold this distinction every year since the inception of the honor in 2007. To see Aflac Incorporated's most recent Business and Sustainability Report, sustainability disclosures, and the sust...

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