AFLAflac

Related Person Transactions

“The Company recognizes that transactions between the Company and any of its Directors or executives can present potential or actual conflicts of interest and create the appearance that decisions are based on considerations other than the best interests of the Company and its shareholders. Accordingly, consistent with our Code of Business Conduct and Ethics, it is the Company’s preference to avoid such transactions. Nevertheless, there are situations where such transactions may be in, or not inconsistent with, the best interests of the Company and its shareholders. Therefore, the Company has adopted a written policy that requires the Audit and Risk Committee to review and, if appropriate, to approve any such transactions. Pursuant to the policy, the Audit and Risk Committee will review any transaction in which the Company is or will be a participant and the amount involved exceeds $120,000 in any fiscal year, and in which any of the following had, has, or will have a direct or indirect material interest: (i) a Director or Director nominee, (ii) an executive officer, (iii) a holder of more than 5% of the Company’s outstanding shares, (iv) an immediate family member of any of these persons, or (v) any firm, corporation, or other entity in which one of these persons is employed or is a general partner or principal or in a similar position, or in which such person has a 5% or greater beneficial interest. During its review, the Audit and Risk Committee considers a number of factors, including whether the related person transaction is on terms no less favorable to the Company than may reasonably be expected in arm’s-length transactions. The Audit and Risk Committee will only approve those transactions that it determines in good faith are in, or are not inconsistent with, the best interests of the Company and its shareholders.”

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Related Person Transactions

“Each of the following ongoing transactions has been reviewed and approved by the Audit and Risk Committee:”

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Related Person Transactions

“Mr. Max K. Brodén is the Senior Executive Vice President, Chief Financial Officer of the Company. His spouse, Sabrina Pasini Brodén, has been employed with Aflac since January 2019. Prior to that, she was an independent consultant in the marketing department. She is currently a Director, Digital Marketing. In 2025, her total compensation, including salary, bonuses and other benefits, was $237,691. The compensation for Sabrina Pasini Brodén is commensurate with that of her peers.”

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Related Person Transactions

“As previously reported, on December 19, 2018, the Company, Aflac Japan and Japan Post Holdings Co., Ltd. (“Japan Post Holdings”) entered into a Basic Agreement regarding the “Strategic Alliance Based on Capital Relationship.” Pursuant to the Basic Agreement, Japan Post Holdings committed to acquire approximately 7% of the outstanding shares of the Company’s Common Stock via a trust and to treat the Company as an equity-method affiliate after application of time-phased voting rights (see the “Description of Voting Rights” section below for additional information). Further, Japan Post Holdings and Aflac Japan agreed to reconfirm existing initiatives regarding cancer insurance and make reasonable efforts to further develop initiatives related to the continued growth of cancer insurance sales, such as positioning Aflac Japan cancer insurance as a product as important as Japan Post Insurance Co., Ltd (“JPI”) products in the sales strategies of Japan Post Holdings, Japan Post Co., Ltd. (“JPC”) and JPI, promoting cancer insurance sales and managing promotion based on established sales targets. Under the Basic Agreement, Japan Post Holdings and Aflac Japan also agreed to consider new joint initiatives, including leveraging digital technology in various processes, cooperating in new product development to promote customer-centric business management, cooperating in domestic and/or overseas business expansion and joint investment in third party entities and cooperating with regard to asset management.”

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Related Person Transactions

“On February 28, 2019, the Company entered into a Shareholders Agreement (the “Shareholders Agreement”) with Japan Post Holdings; J&A Alliance Holdings Corporation, solely in its capacity as trustee (the Trustee) of J&A Alliance Trust, a New York voting trust (the “Trust”); and General Incorporated Association J&A Alliance (“General Incorporated”). Pursuant to the Shareholders Agreement, the Trustee agreed to use commercially reasonable efforts to acquire, through open market or private block purchases in the United States, beneficial ownership of approximately 7% of the Company’s Common Stock in connection with the Basic Agreement. According to a Schedule 13G/A filed by Japan Post Holdings with the SEC on January 6, 2021, as of December 31, 2020 the Trust had beneficially acquired 7.45% of the number of shares of Common Stock outstanding on October 19, 2020. Japan Post Holdings is the sole beneficiary of the Trust.”

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Related Person Transactions

“General Incorporated and Kenji Sano may each be deemed to share voting power over the shares of Common Stock owned directly by J&A Alliance Holdings Corporation, in its capacity as the trustee of the Trust, because (i) General Incorporated owns J&A Alliance Holdings Corporation and (ii) Kenji Sano owns 100% of the equity interests in General Incorporated. Japan Post Holdings may be deemed to share investment power over the shares of Common Stock owned directly by the Trustee, due to its role as the sole settlor and beneficiary of the Trust. The foregoing persons, other than the Trustee, have expressly disclaimed beneficial ownership of the shares held directly by the Trustee. The Trust has agreed not to beneficially own more than the greater of 10% of the Company’s outstanding shares and such shares representing 22.5% of the voting rights in the Company. In light of the fact that the shares acquired by the Trust, like all Aflac Incorporated shares of Common Stock, are eligible for 10-for-1 voting rights, having been held for 48 consecutive months, the Shareholders Agreement further provides for voting restrictions that effectively limit the trustee’s voting rights to no more than 20% of the voting rights in the Company and further restrict the trustee’s voting rights with respect to certain change in control transactions. Japan Post Holdings will not have a Board seat on the Company’s Board of Directors and will not have rights to control, manage or intervene in the management of the Company. The Shareholders Agreement shall remain in effect unless terminated by mutual written consent of Japan Post Holdings and the Company or upon the Trust disposing of all of its shares of Company Common Stock, or otherwise ceasing to beneficially own any shares of Company Common Stock.”

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Related Person Transactions

“Since 2008, the Company and Aflac Japan have maintained various commercial and contractual arrangements with Japan Post Holdings and certain of its affiliates. Under these arrangements, affiliates of Japan Post Holdings conduct the sale of Aflac Japan cancer insurance policies and, among other things, provide supplemental support necessary or beneficial to effectuating the sale and servicing of such policies. Aflac Japan’s cancer insurance policies issued pursuant to these contractual arrangements constituted approximately 6.7% of Aflac Japan’s earned premium for 2025, representing approximately 3.3% of Aflac Incorporated’s total consolidated earned premium for 2025. In exchange for facilitating such sales and other services including JPI’s acting as reinsurer for a certain percentage of the underwriting risk for Aflac Japan cancer insurance sold by JPC and JPI, affiliates of Japan Post Holdings collectively received approximately $102 million in commission and other payments from Aflac Japan and its affiliates during 2025.”

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