2025 Annual Report 2025 Proxy Statement

Our Long-Term Growth Strategy

Our strategy for growth in the U.S. and Japan has remained straightforward and consistent for many years. The Company develops relevant supplemental health insurance products offering financial protection from the rising out-of-pocket expenses associated with medical events that are not covered by the insureds' primary coverage. We also offer a complement of other voluntary and employer-paid health and life insurance products to fit the needs of our customers. Additionally, the Company aims to obtain more customers by selling where customers prefer to purchase protection, whether through an agent or broker, a distribution partner, or directly to the consumer.

Our Goal

To provide customers with the best value in supplemental insurance products in the United States and Japan.

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:

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, 2024, are enclosed.(1) The record date for determining which shareholders are entitled to vote at the Annual Meeting is February 25, 2025. 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 B 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 20, 2025.

By order of the Board of Directors,

J. Matthew Loudermilk

Corporate Secretary

March 20, 2025

Columbus, Georgia

1. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 5, 2025: This Proxy Statement and the Annual Report are available at proxyvote.com.

Logistics

DATE AND TIME

May 5, 2025

10:00 a.m. EasteTime

VIRTUAL (ONLINE ONLY)

www.virtualshareholdermeeting.com/ AFL2025 using your 16-digit control number included on your proxy card or notice

RECORD DATE

February 25, 2025

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 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 retuit in the enclosed postage prepaid envelope.

TABLET OR SMARTPHONE

Scan the QR code that appears on your proxy card or notice using your mobile device.

Our goal is to provide customers with the best value in supplemental insurance products in the United States and Japan. I am very proud that 2024 was yet another year in our seven-decade history that our management, employees and sales distribution teams continued to be dedicated stewards of our business to accomplish this goal. In doing so, we have the privilege of bringing financial protection and peace of mind to millions of people during some of the most difficult times of their lives.

In 2024, we celebrated our 50th year of doing business in Japan (which represents 77% of our balance sheet and 71% of our pretax adjusted earnings) and 50th year as a publicly traded company on the NYSE. As we progress into 2025, we look forward to celebrating the 70th anniversary of the Company's founding, the 30th anniversary of what is now known as the Aflac Cancer and Blood Disorders Center of Children's Healthcare of Atlanta, and the 25th anniversary of the Aflac Duck. Even though these milestones are noteworthy, it's not the number of years that matters most - it's the privilege of benefiting the lives of millions of people.

Growth: While delivering value to our policyholders, the Company generated $5.4 billion in net earnings, or $9.63 per diluted share, in 2024. As a result, net earnings per diluted share rose 23.8%. Adjusted earnings per diluted share* were $7.21, the best year in history, and adjusted earnings per diluted share excluding the impact of foreign currency* were $7.39, which was an 18.6% increase

year over year. While our financial results were strong, we continue to think about evolving and improving our business. In Japan, we restructured the marketing and sales areas to align them with our product lines. There, we are pursuing growth with our efforts to reach new and younger consumers. Our efforts are being rewarded as our continued momentum with Tsumitasu, our latest life insurance product that offers an asset formation component and options such as nursing care, connects with the younger demographic and builds a bridge to introduce them to third sector products.

In the U.S., we continued to scale up group life, absence management and disability. We also transferred administration of network dental to a third party, which we believe will allow us to grow that business, as well as the voluntary benefits sold alongside it. In addition, we continued to focus on more profitable growth through our stronger underwriting discipline.

Strategic Capital Deployment: 2024 marked the 42nd 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 2025 dividend 16% to $0.58. Additionally, we have remained tactical in our approach to repurchasing shares, deploying $2.8 billion in capital to repurchase more than 30 million of our shares in 2024. Combined with dividends,

this means we delivered $3.9 billion back to shareholders in 2024. At the same time, we have maintained our position among companies with the highest retuon capital and lowest cost of capital in the industry.

We believe in the underlying strengths of our business and our potential for continued growth in Japan and the U.S. - two of the largest life insurance markets in the world. We are well-positioned as we work toward achieving long-term growth while also ensuring we deliver on our promise to policyholders.

We are privileged to be stewards of the trust and resources you, our owners, place in Aflac Incorporated every day. We thank you for your support. It is my pleasure to invite you to virtually attend the 2025 Annual Meeting of Shareholders on Monday, May 5, 2025, where you can leamore 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, as well as Aflac Incorporated's most recent Business and Sustainability Report. 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

It is an honor to serve you as Lead Non- Management Director, alongside a distinguished and dedicated team of Directors. These fellow Board members bring their skills, expertise and experience from a broad range of disciplines, industries and companies, weaving an unparalleled framework of perspective from which we can draw. As Directors, we take seriously our responsibility to represent the interests of you, our shareholders. In this letter, I want to highlight some of the key topics of oversight in 2024.

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. We spent time with Management reviewing their plan to transition the network dental administration to a third-party vendor. Given the current landscape, we also reviewed cybersecurity risks each quarter and remain pleased with Management's ability to navigate this dynamic risk, including the CrowdStrike outage in July. In addition, artificial intelligence ("AI") was a very frequent topic in our discussions in 2024 and remains so today. The Board has continued to oversee the Company's efforts on risk oversight through its quarterly updates.

Board Composition: The Board has worked hard to ensure that its members maintain significant business engagement and represent a diversecross-sectionof knowledge, experience and backgrounds. Independent Board members average about six years of service, providing a balance of expertise for you, the shareholders. The Board engages in a regularself-evaluationto ensure we maintain a cohesive andwell-constitutedboard of high integrity that exemplifies a wide range of disciplines, including public health, cybersecurity, investment and finance, insurance operations, the Japanese market, regulatory and risk management, and marketing and public

relations. By combining a diversified membership with such broad expertise and multi-disciplinary skills, we have established an adaptable, insightful and cohesive board that is equipped to pivot quickly to navigate ever-evolving markets. Given our desire to continually add new and relevant expertise to the Board, at the 2025 annual meeting, we nominated Michael Forrester to join the Board. Mr. Forrester brings decades of wide-ranging leadership and experience in strategic asset and investment management along with years of corporate and mutual fund board expertise.

Corporate Finance and Investments: In 2024, our investment portfolio continued to benefit from our disciplined strategic asset allocation. As you know, Aflac Global Investments refreshes its strategic asset allocation (SAA) every three years. As such, in 2024, the Finance and Investment Committee reviewed and approved the current SAA for 2025 - 2027. This approach serves as the core to managinglong-termasset performance expectations to meet our objectives for capital, risk and liquidity. The Aflac Global Investments team has built ahigh-qualityportfolio that we believe provides a firm backing to our promise to our policyholders no matter the economic environment.

Strategic Initiatives: As we pursue new ways to meet the needs of consumers, businesses and shareholders, we will continue to monitor ourlong-termgrowth initiatives in both Japan and the U.S. We have also been pleased with the progress of the Company's internal reinsurance strategy through Aflac Re Bermuda Ltd., which was introduced in the fourth quarter of 2022. We believe this strategy is driving reduced risk, better balance sheet efficiency and ultimately a higher ROE for the group.

Commitment to working The Aflac Way: Most recently, Ethisphere recognized

Aflac Incorporated as one of the World's Most Ethical Companies for the 19th consecutive year, remaining the only insurance company in the world to receive this honor every year since this award was first introduced in 2007. In 2024, Aflac Incorporated also was included on the Dow Jones Sustainability North America Index for the 11th time. As a Director and a shareholder, I am proud to be associated with a company that has consistently delivered for its shareholders while also receiving such 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. 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 associated materials and vote before our virtual Annual Meeting on May 5, 2025. 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

• NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

• LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

• LETTER FROM THE LEADNON-MANAGEMENTDIRECTOR

• 2024BUSINESS HIGHLIGHTS
  6 VOTING ROADMAP
  7Director Nominees Summary
  9 Executive Compensation Highlights
  9 2024 Executive Compensation
  9 Recent Say-On-Pay Votes
  10 CORPORATE GOVERNANCE MATTERS
  10 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

1. Board Leadership Structure
2. Committee Structure

1. Meeting Attendance

1. Board Responsibilities

1. Oversight of Risk
2. Oversight of Strategy
3. Oversight of Human Capital Management
4. Oversight of Corporate Social Responsibility and Sustainability

30 Chief Executive Officer and Executive Management Succession Planning

1. Shareholder Engagement
2. Governance Documents
3. Director Compensation

1. Cash Compensation

1. Equity Compensation
2. Vesting

33 Retirement Plans

1. 2024 Director Compensation
2. CD&A AT-A-GLANCE

1. EXECUTIVE COMPENSATION

Named Executive Officer Compensation ("Say-on-Pay")

1. Compensation Discussion and Analysis
2. 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. 2024 Executive Compensation

57 Additional Executive Compensation Plan Practice and Procedures

1. Compensation Committee Report
2. Executive Compensation Tables

1. 2024 Summary Compensation Table
2. 2024 All Other Compensation

1. 2024 Perquisites
2. 2024 Grants of Plan-Based Awards
3. 2024 Outstanding Equity Awards at Fiscal Year-End
4. 2024 Option Exercises and Stock Vested
5. Nonqualified Deferred Compensation
6. Pension Benefits

68 Potential Payments Upon Termination or Change in Control

70 2024 Potential Payments Upon Termination or Change in Control

1. CEO Pay Ratio
2. Pay Versus Performance

1. Equity Compensation Plan Information
2. AUDIT MATTERS

76

Ratification of Auditors

76 Audit Fees and Other Fees

1. Pre-ApprovalPolicies and Procedures
2. Audit and Risk Committee Report
3. Related Person Transactions

80 STOCK OWNERSHIP

1. Beneficial Ownership of the Company's Securities

1. Security Ownership of Directors
2. Security Ownership of Management

1. Delinquent Section 16(a) Reports
2. SOLICITATION AND REVOCATION OF PROXY

85 OTHER MATTERS

87 APPENDIX A - DEFINITION OF NON-U.S. GAAP MEASURES AND RECONCILIATIONS TO CORRESPONDING U.S. GAAP MEASURES

93 APPENDIX B - ATTENDING THE VIRTUAL ANNUAL MEETING

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

Executive Compensation ("Say-on-Pay")

We are committed to achieving a high level of total retufor 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, 2024, the Company's total retuto shareholders, including reinvested cash dividends, has exceeded 19,812%, compared with 3,551% for the Dow Jones Industrial Average, 3,541% for the S&P 500 Index, and 1,790% 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.

See page 36

Ratification of Auditors

In February 2025, 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 2025, subject to ratification by its shareholders.

Please read the entire Proxy Statement before voting.

The Board of Directors and the Audit and Risk Committee recommend a vote FOR the ratification ofthe selection of KPMG LLP.

See page 76

VOTING ROADMAP

Director Nominees Summary

DANIEL P. AMOS, 73

Chairman and Chief Executive

Officer,

Aflac Incorporated

Director Since 1983

Committees: E, FI

MIWAKO HOSODA, 55

Professor, Seisa University

Director Since 2023

Committees: CSR

NOBUCHIKA MORI, 68

Representative Director, Japan

Financial and Economic Research

Co. Ltd.

Director Since 2020

Committees: CG, FI

Lead Non-

Management

Director

W. PAUL BOWERS, 68

Retired Chairman and Chief

Executive Officer,

Georgia Power Co.

Director Since 2013

Committees: AR*, CD, CSR, E

THOMAS J. KENNY, 61

Former Partner and Co-Head of

Global Fixed Income, Goldman

Sachs Asset Management

Director Since 2015

Committees: CD, CSR,FI

JOSEPH L.

MOSKOWITZ, 71

Retired Executive Vice President,

Primerica, Inc.

Director Since 2015

Committees: AR*,C, CD, E

ARTHUR R. COLLINS, 65 Founder and Chairman of theGROUP

Director Since 2022 Committees: CG,CSR

GEORGETTE D. KISER, 57

Former Manager Director and

Chief Information Officer,

The Carlyle Group

Director Since 2019

Committees: AR*, C

KATHERINE T.

ROHRER, 71

Vice Provost Emeritus,

Princeton University

Director Since 2017

Committees: C,CG, E

MICHAEL A. FORRESTER, 57

Former Chief Executive Officer of

Copper Rock Capital Partners

Director Nominee

KAROLE F. LLOYD, 66 Certified Public Accountant and retired Ernst & Young LLP audit partner

Director Since 2017 Committees: AR*, CD, E, FI

n 3 Directors

0-3 Years

n 3 Directors

4-7 Years

n 4 Directors

8+ Years

Backgrounds, Skills, and Experiences

2025 all Director nominees (11):

6 of 10

Independent Director Nomineesare people of color and/or women

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