2026 Annual Report 2026 Proxy Statement

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

1. NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

2. LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

3. 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 PROPOSAL1

Election of Directors

11 Board Composition

11 Director Nominees

16 Director Independence

1. Board Succession Planning and Refreshment Process

2. Board of Directors Nominees Skills, Experience, and Independence

3. Director Nominating Process

4. Board Self-Evaluation

5. 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 PROPOSAL2

36 Compensation Discussion and Analysis

37 Executive Summary

41 Compensation Design and Philosophy

44 Performance-Based Compensation: How Performance Goals Are Set

1. Importance of Measuring Management's Performance Excluding the Impact of Currency

2. MIP Target-Setting

3. Equity Granting Policies

4. 2025 Executive Compensation

56 Additional Executive Compensation Plan Practice and Procedures

1. Compensation Committee Report

2. Executive Compensation Tables

1. 2025 Summary Compensation Table

2. 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

1. APPENDIX B - DEFINITION OF OPERATIONAL MEASURES

2. APPENDIX C - ATTENDING THE VIRTUAL ANNUAL MEETING

‌2025 BUSINESS HIGHLIGHTS

In 2025, the Company delivered strong operating results.

‌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 page10

The Board of Directors recommends a vote FOR our executive

compensation program.

See page36

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

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

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

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

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

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

‌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.

1. 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.

2. 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.
   
   

3. 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.
   
   

4. 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.

5. 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.

6. 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.

7. 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.

1. 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.

2. 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.

3. 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.

4. 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.

5. 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

‌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

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.

‌Oversight of Corporate Social Responsibility and Sustainability

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:

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.

‌Chief Executive Officer and Executive Management Succession Planning

The Board, in coordination with the Corporate Governance Committee, is responsible for succession planning for key executives to help ensure continuity in senior management. As part of that effort, the Board and the Corporate Governance Committee ensure that the Company has an appropriate process for addressing Chief Executive Officer succession as a matter of regular planning and in the event of extraordinary circumstances.

The Chief Executive Officer plays an active role in the succession-planning process for other executive management positions.

In coordination with the Company's executive management team, including the General Counsel and the Chief Human Resources Officer, the Chief Executive Officer periodically evaluates potential successors, reviews development plans recommended for such individuals, and makes recommendations to the Corporate Governance Committee. Together these parties also identify potential successors for other critical executive management positions. In addition, the Chief Executive Officer reviews executive succession planning and management development at an annual executive session of independent Directors.

‌Shareholder Engagement

The Company has a long history of engaging shareholders to provide updates on key governance, Board, compensation and sustainability topics, to learn about the issues that are important to them and address any concerns that they may have. We believe that open communications can have a positive influence on our performance as we seek to continually improve our practices and enhance our disclosure. For example, we are proud to have been the first publicly traded company in the United States to voluntarily allow shareholders a Say-on-Pay vote. In keeping with this governance philosophy, we communicate with our shareholders on a regular basis and incorporate their feedback into our decision-making process.

Our Approach

Who We Engage How We Engage Topics of Engagement

SHAREHOLDERS, FIXED INCOME INVESTORS, AND AGENCIES

Aflac Incorporated's Capital Markets team proactively engages year-round with current and prospective shareholders and fixed income investors, including:

• retail and institutional:

• portfolio management: and stewardship teams

  These efforts often include executive management and occasionally the Lead Non-Management Director and

  extend to:

• proxy advisory firms,

• sustainability rating firms, and

• credit rating agencies

  Year-Round

  Engagement

  Both outside of and leading up to the annual meeting, the Vice President of Investor Relations and Corporate Secretary conduct meetings (in person when possible and by videoconference) and calls to update investors and regularly relay feedback to the Chairman, Lead

  Non-Management Director, and the Board.

  During 2025-26 engagements, we discussed our policy statements as well as the following topics:

• Business Update: Update on our strategic focus areas, recent executive leadership promotions, and recent performance in light of the challenging macroeconomic and geopolitical environment;

• Board Leadership Structure, Composition and Refreshment: Alignment of board leadership structure, composition and skills with Company strategy

  and performance;

• Board Oversight of Material Issues: Board oversight of strategy, succession planning, and cybersecurity:

• Shareholder Rights and Corporate Governance: Corporate governance policies and practices, shareholder rights, the Company's tenure-based voting structure, and shareholder outreach efforts; and

  
  
  

• Executive Compensation: Key features of our compensation program and its continued alignment with Company strategy and performance.

Communications with Directors

Shareholders and other interested parties may contact members of the Board by mail. If you wish to communicate with the Board, any individual Director, or any group or committee of Directors, address your correspondence to the Board or to such individual Director, group, or committee, c/o the Corporate Secretary of Aflac Incorporated, 1932 Wynnton Road, Columbus, Georgia 31999. The Corporate Secretary will forward any message that is not in the nature of advertising, promotions of a product or service, or patently

offensive material.

‌Governance Documents

Charters for the Audit and Risk Committee, the Compensation Committee, and the Corporate Governance Committee, as well as the Company's Guidelines on Significant Corporate Governance Issues, the Code of Business Conduct and Ethics and other governance-related documents, may all be found on the Company's website, aflac.com, under "Investors," then "Governance," then "Governance Documents." Shareholders can request printed copies of these documents by submitting a request to the Corporate Secretary at the address shown above.

Code of Business Conduct and Ethics

The Company's Code of Business Conduct and Ethics applies to all Directors, executives, and employees of the Company and its subsidiaries. In addition, there are provisions specifically applicable to the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer. The Company intends to satisfy any disclosure requirements regarding amendments to, or waivers of, any provision of the Code of Business Conduct and Ethics by posting such information on our website, aflac.com, under "Investors," then "Governance," then "Governance Documents."

‌Director Compensation

Directors who also serve as employees of the Company or its subsidiaries do not receive compensation as Board members.

The Compensation Committee reviews our policy regarding total compensation for Non-employee Directors at least every other year and recommends compensation to the Board consistent with that policy. When making its recommendation, the Compensation Committee considers a variety of factors, including the Non-employee Director pay packages at our peer group companies, the skills and backgrounds required of Non-employee Directors to serve on the Company's Board, and the balance between the cash and equity components of the package. The Board makes final determinations regarding Non-employee Director compensation.

‌Cash Compensation

For 2025, cash compensation for the Non-employee Directors was as follows:

All Non-employee Directors (annual cash retainer) $135,000 annually

All Audit and Risk Committee members Additional $15,000 annually

Chairs-Compensation, Corporate Governance, Corporate Social Responsibility and Sustainability,

Corporate Development, Finance and Investment Additional $25,000 annually

Chair-Audit and Risk Additional $35,000 annually

Lead Non-Management Director(1) Additional $50,000 annually

(1) The aggregate dollar value will be increased to $60,000 in 2026 to align cash compensation with the peer group median as determined by the Compensation Committee's independent compensation consultant.

Non-employee Directors may elect to have all or a portion of their Board annual cash retainer and other cash compensation paid in the form of immediately vested nonqualified stock options, restricted stock that vests after one year of continued service, or a combination thereof as determined by the Board. In 2025, one Non-employee Director elected to receive restricted stock in lieu of an annual cash retainer and other cash compensation.

‌Equity Compensation

As shown below, Non-employee Directors also receive equity on a regular basis to further align their interests with those of our shareholders.

Timing of equity grant Form of equity grant(1) Value of equity grant(2)

Upon joining the Board nonqualified stock options, restricted stock, stock

appreciation rights, or a combination thereof

aggregate value as determined by the Board not in excess of the value of a nonqualified stock option covering 20,000 shares of Common Stock

Annually, at the discretion of the Board

restricted stock, nonqualified stock options, stock appreciation rights, or a combination thereof

aggregate dollar value of approximately $180,000(3)

(1) If the Board determines that restricted stock grants will be made, it may permit Non-employee Directors to elect to receive nonqualified stock options in lieu thereof. In 2025, the Board made grants of restricted stock, and none of the Non-employee Directors made the election.

(2) The values of any nonqualified stock options or stock appreciation rights are determined based upon the most current Black-Scholes-Merton three-year period valuation price of option shares as determined by the Compensation Committee's independent compensation consultant. For grants made in the three-year period of 2025 to 2027, our deemed fair value of a stock option is $24.64.

(3) The aggregate dollar value will be increased to $195,000 in 2026 to align the grant with the peer group median as determined by the Compensation Committee's independent compensation consultant.

The Company believes its Non-employee Directors should have a significant equity interest in the Company and has enforced stock ownership guidelines for the Non-employee Directors since 1998. A summary of the requirements is shown below.

Position Ownership Guideline What Counts What Does Not Count

Non-employee Directors 5x annual cash retainer Ownership includes all shares

beneficially owned by the

Non-employee Director, as well as

time-based, unvested restricted shares.

Stock options (vested or unvested) do not count toward these stock ownership guidelines.

Each Non-employee Director has stock ownership that exceeds the ownership guidelines or is working toward meeting the requisite guideline within the allowed time frame. For additional information, please see "Additional Executive Compensation Plan Practice and Procedures" on page 56.

‌Vesting

Grants of stock options or, if elected, restricted stock, made to Non-employee Directors upon joining the Board become vested one year from the grant date, generally subject to continued service. Grants of restricted stock or, if elected, stock options, made to

Non-employee Directors at the time of an annual meeting become vested at the next annual meeting, generally subject to continued service. Notwithstanding the foregoing, as noted under the "Cash Compensation" section above, stock options granted to

Non-employee Directors at their election in lieu of their annual cash retainer and other cash compensation are fully vested upon grant. Upon death or disability or a change in control of the Company, Non-employee Directors will become 100% vested in all outstanding options and stock awards.

‌2025 Director Compensation

The following table identifies each item of compensation paid to Non-employee Directors for 2025.

(1) Daniel P. Amos is not included in the table because he is an employee and thus did not receive compensation for his services as a Director. The compensation received by Mr. Amos as an employee is shown in the 2025 Summary Compensation Table.

(2) W. Paul Bowers elected to receive his annual cash retainer and other cash compensation in restricted stock. The fair value of these shares, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718") using the closing per-share stock price on the date of grant

(May 5, 2025) of $105.75, was $225,036.

(3) This column represents the aggregate grant date fair value, calculated in accordance with ASC 718 for financial statement purposes for restricted stock granted in 2025. The fair values of the awards were calculated using the closing per-share stock price on the date of grant of $105.75 for the awards, which were all granted on May 5, 2025. As of December 31, 2025, the following Non-employee Directors held the following number of restricted stock awards: W. Paul Bowers, 3,894; Arthur R. Collins 1,731; Michael A. Forrester, 4,737; Miwako Hosoda, 1,731; Thomas J. Kenny, 1,731; Georgette D. Kiser, 1,731; Karole F. Lloyd, 1,731; Nobuchika Mori, 1,731; Joseph L. Moskowitz, 1,731; and Katherine T. Rohrer, 1,731.

(4) As of December 31, 2025, each non-employee Director held stock options covering the following number of shares of Common Stock: Joseph L. Moskowitz, 32,154.

‌CD&A AT-A-GLANCE

This summary highlights certain information contained in the Compensation Discussion and Analysis below, but it does not contain all of the information you should consider.

2025 Business Overview

CASH DIVIDEND

+16.0%

NET EARNINGS

$3.6B

RETURN ON EQUITY (ROE)

13.1%

ADJUSTED RETURN ON EQUITY (AROE) EX-FX(1)

17.5%

AFLAC JAPAN SOLVENCY

MARGIN RATIO (SMR)

995%

RISK-BASED CAPITAL (RBC) RATIO(2)

570%

(1) Adjusted return on equity excluding foreign currency impact and adjusted earnings per diluted share excluding foreign currency impact are not calculated in accordance with generally accepted accounting principles in the U.S. (GAAP). See Appendix A to this Proxy Statement for the definition of these non-GAAP measures and reconciliation to the most comparable GAAP financial measures.

(2) The Company calculates its combined RBC ratio to include all U.S. regulated life insurance entities as if they were a single combined U.S. RBC entity net of intercompany items related to capital resources and risk.

Elements of Our Executive Compensation Program

We consider annual incentive (e.g., our Management Incentive Plan) and long-term incentive compensation to be the most important compensation awarded; these pay elements represent the largest part of total rewards for executives and provide the strongest link to Company results for our key financial and strategic metrics and shareholder value creation.

CEO TARGET COMPENSATION MIX OTHER NEOs AVERAGE TARGET COMPENSATION MIX

• 9%

  Base Salary

• 22%

  Management Incentive Plan

• 69%

  Long-Term Incentive

• 17%

  
  
  

  Base Salary

• 29%

  Management Incentive Plan

• 54%

Long-Term Incentive

2025 Management Incentive Plan Performance

Adjusted Earnings per Diluted Share on a Consolidated Basis for the Company (Excluding Foreign Currency Effect)

U.S. Segment Metrics:

New Annualized Premium Sales (% change over 2024)** Net Earned Premium (% change over 2024)

Japan Segment Metrics:

New Annualized Premium Sales (in billions of yen) (as adjusted for MIP)** Net Earned Premium (% change over 2024) (as adjusted for MIP)**

Global Investments Metrics:

Net Investment Income (U.S. and Japan GAAP Segments Only) Credit Losses/Impairments

$(209 million)

Budget plus 5.78%

(4.13)%

¥74.2

2.92%

2.98%

$7.52*

Corporate Metric:

* Adjusted earnings per diluted share on a currency-neutral basis for the full year came in at $7.46 per share as reported; however, applying the definition of the compensation metric increased the achieved result to $7.52 on a currency-neutral basis.

** See Appendix B to this Proxy Statement for the definition and description of calculation of operational measures.

2023-2025 Long-Term Incentive Performance Results*

* Excluding Mr. Miller who participated in a separate plan. Details on his specific plan are shown on page 54.

Exceeded Maximum Goal Between Target and Maximum Goal Between Minimum and Target Goal Below Minimum Goal

‌EXECUTIVE COMPENSATION

‌Named Executive Officer Compensation

("Say-on-Pay")

We are committed to achieving a high level of total return for our shareholders. From the end of August 1990, when Daniel P. Amos was appointed the 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.

The Board of Directors recommends a vote FOR our executive

compensation program.

We believe our compensation policies and procedures are strongly aligned with the long-term interests of our shareholders and exemplify our pay-for-performance culture . Beginning in 2008, we voluntarily provided our shareholders an annual advisory vote (commonly known as "Say-on-Pay"), which is now required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

In accordance with Section 14A of the Exchange Act, this vote gives you as a shareholder the opportunity to endorse or not endorse the compensation of our named executive officers through the following resolution:

"Resolved, on an advisory basis, the shareholders of Aflac Incorporated approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and accompanying tables and narrative in the Notice of 2026 Annual Meeting of Shareholders and Proxy Statement."

Because your vote is advisory, it will not be binding upon the Board. However, the Compensation Committee will take the outcome of the vote into account when considering future executive compensation arrangements.

‌IN THIS SECTION

37

38

40

41

41

47

51

56

Pay-For-Performance Compensation Philosophy

2025 Business Overview

Summary of Our Executive Compensation Program Outcome of 2025 Say-on-Pay Vote

Compensation Design and Philosophy

Management Incentive Plan Long-Term Incentives

Stock Ownership Guidelines; Insider Trading Policy; Hedging and Pledging Restrictions

Compensation Discussion and Analysis

This Compensation Discussion and Analysis ("CD&A") provides a detailed description of our executive compensation philosophy and programs, the decisions made by the Compensation Committee related to those programs, and the factors considered when making those decisions.

EXECUTIVE COMPENSATION 2026 PROXY STATEMENT 37

‌Executive Summary

This CD&A focuses on our named executive officers ("NEOs") for 2025, who were:

Daniel P. Amos

CHAIRMAN and

CHIEF EXECUTIVE

OFFICER (CEO)

Max K. Brodén

SENIOR EXECUTIVE

VICE PRESIDENT,

CHIEF FINANCIAL

OFFICER (CFO)

Bradley E. Dyslin

EXECUTIVE

VICE PRESIDENT,

GLOBAL CHIEF

INVESTMENT OFFICER;

PRESIDENT, AFLAC

GLOBAL INVESTMENTS

Virgil R. Miller Audrey Boone

Tillman

PRESIDENT,

AFLAC INCORPORATED SENIOR EXECUTIVE and AFLAC U.S. VICE PRESIDENT,

GENERAL COUNSEL

‌Pay-For-Performance Compensation Philosophy

Our compensation programs are designed to ensure that a substantial amount of executive pay is directly linked to the Company's results. We believe this is an appropriate and effective method for creating alignment with shareholder interests and that it has played a significant role in making the Company an industry leader. Importantly, performance-based elements of our compensation programs apply to all levels of Company management-not just the executive officers. In fact, pay-for-performance components permeate compensation at nearly every employee level. As a result, we are able to attract, retain, motivate, and reward talented individuals who have the necessary skills to manage our growing global business on a day-to-day basis and to position the Company for success in the future.

The Compensation Committee's independent compensation consultant, Mercer (US) LLC, works with the Compensation Committee to review executive compensation practices, including the competitiveness of pay levels, design issues, market trends, and other technical considerations.

Our executive compensation program is designed to drive shareholder value via three compensation philosophy pillars: