Aflac Incorporated : 2024 Annual Report 2024 Proxy Statement

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, 2023, are enclosed.(1) The record date for determining which shareholders are entitled to vote at the Annual Meeting is February 27, 2024. 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 21, 2024.

By order of the Board of Directors,

J. Matthew Loudermilk

Logistics

DATE AND TIME

May 6, 2024

10:00 a.m. Eastern Time

VIRTUAL (ONLINE ONLY)

www.virtualshareholdermeeting.com/ AFL2024 using your 16-digit control number included on your proxy card or notice

RECORD DATE

February 27, 2024

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 return it 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.

As I reflect on 2023, I am very proud that our management, employees and sales distribution teams have continued to be resilient stewards of our business. Our goal is to provide customers with the best value in supplemental insurance products in the United States and Japan.

As we embark on 2024, we will celebrate our 50th year of doing business in Japan and 50th year as a publicly traded company on the NYSE. We also are reminded that one thing has not changed since our founding in 1955: families and individuals still seek to protect themselves from financial hardship that not even the best health insurance covers. Today's complex health care environment has produced incredible medical advancements - with incredible costs - and it's more important than ever to have a partner. With our inventive approach to offering relevant products, we believe we are that partner.

Growth

For 2023, Aflac Incorporated reported $4.7 billion in net earnings, or $7.78 earnings per diluted share. As a result, net earnings per diluted share rose 12.3%. Adjusted earnings per diluted share* were $6.23, the best year in history despite a weakening yen and the impact of a reinsurance retrocession late in the fourth quarter. When adjusting for the $0.19 per diluted share impact of the yen, adjusted earnings per diluted share excluding the impact of foreign currency* were $6.43, which was a 13.4% increase year over year.

I am pleased with our sales growth in both Japan and the U.S. In early 2023, Aflac Japan completed the rollout of our new cancer product, and we rolled out our new medical product in mid-September that appeals to younger policyholders and provides an opportunity to older policyholders to update their coverage. In the U.S., we enhanced our cancer policy, delivering even greater value to our policyholders. At the same time, we continue to concentrate on scaling up our network dental and vision and our group life and disability businesses in the U.S. in an additional effort to grow our core supplemental health business.

We have also improved persistency in the United States while maintaining strong persistency in Japan well above 90%. We will continue to pursue profitable growth in both the U.S. and Japan with an eye toward improving and maintaining strong persistency.

Strategic Capital

Deployment

We place significant importance on continuing to achieve strong capital ratios in the U.S. and Japan on behalf of our policyholders and shareholders. In addition, we have taken proactive steps in recent years to defend cash flow and deployable capital against a weakening yen. We pursue value creation through a balance of actions including growth investments, stable dividend growth and disciplined, tactical stock repurchase.

2023 marked the 41st 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 2024 dividend 19% to $0.50. Additionally, we have remained tactical in our approach to repurchasing shares throughout 2023, which led to the historically high $700 million per quarter. As a result, we deployed $2.8 billion in capital to repurchase nearly 39 million of our shares in 2023. Combined with dividends, this means we delivered over $3.8 billion back to shareholders in 2023, while also investing in the growth of our business. 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.

I like to think that it is efforts like the above that lead to recognition such as appearing on Fortune's List of World's Most Admired Companies for the 23rd time, ranking No. 1 in the Insurance: Life and Health industry as a long-term investment for the second consecutive year. Overall, I think we can say that 2023 was another strong year.

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.

Doing the Right Thing: The Aflac Way

Doing the right thing is engrained in The Aflac Way, which has been the cornerstone of how we do business in the U.S. and Japan. Operating this way, we are privileged to help provide financial protection to our policyholders during their time of need. We believe in cultivating and welcoming diversity in our operations, workforce, management team, and Board. We have found that this approach makes good business sense by enabling us to serve our customers better. Plus, we believe people want to do business with a company doing the right thing. As the pioneer of supplemental cancer insurance in both the U.S. and Japan, it has perhaps been most visible in our dedication to children facing cancer and other serious diseases. 2023 marked the 28th year of our partnership with the Aflac Cancer and Blood Disorders Center of Children's Healthcare of Atlanta, which has become nationally renowned as one of the leading childhood cancer, hematology, and blood and marrow transplant programs in the United States. Contributions from our all-commission sales force, our employees, our executives and Board have exceeded the $173 million mark. 2023 also represented the 23rd year of our partnership with the Aflac Parents House in Japan. Over the years, more than 150,000 pediatric patients and their family members have

called one of the three Aflac Parents House locations a home-away-from home while receiving treatment for cancer or other serious diseases.

We also just completed the fifth full year in the U.S. and the fourth full year in Japan of offering My Special Aflac Duck, our smart comforting companion that helps children feel less alone by using state-of-the-art interactive technology during their cancer treatment.

As you will note, Dr. Barbara Rimer will be retiring and not standing for re-election at the 2024 annual meeting. I would like to take this opportunity to express my gratitude to Dr. Rimer for her many years of insightful contributions and dedicated service to the Company since 1995. Her service was invaluable, especially during the pandemic, and we are so grateful.

With these topics as a backdrop, we are privileged to be stewards of the trust and resources you, our owners, place in Aflac Incorporated every day, and we thank you for your support.

It is my pleasure to invite you to virtually attend the 2024 Annual Meeting of Shareholders on Monday, May 6, 2024, 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 as well as Aflac Incorporated's most recent Business

"We are well-positioned as we work toward achieving long-term growth while also ensuring we deliver on our promise to policyholders. "

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, CHIEF

EXECUTIVE OFFICER AND PRESIDENT

It is an honor to serve you as Lead Non- Management Director, alongside such an eminent team of Directors. These fellow Board members bring their skills, expertise and experience from such a broad range of fields, industries and companies. In 2023, we maintained our focus on overseeing the risk and strategy of the Company. In this letter, I want to highlight some of the key topics of oversight in 2023.

Risk Oversight

Our Board provided oversight of the pertinent risks both for the industry and to the Company, while carefully monitoring traditional risks associated with investments and our products and maintaining strong capital ratios. The Board has overseen significant advancements in information security and enhanced information security policy. The goal is to ensure that the Company's information assets, data, and the data of our customers, are protected.

Board Succession,

Refreshment and

Onboarding

Our Board retains its balance of tenured members as well as a refreshment with newer members. Independent Board members average about six years of service that provide a balance of expertise for you, the shareholders. Our Board is diverse not only with women and/or people of color comprising approximately 60% of its membership, but also in terms of experience and expertise in 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.

I also want to thank Dr. Barbara Rimer for her many years of service on the Board. In anticipation of this event, the Board was fortunate to have maintained public health expertise on the Board with the addition of Dr. Miwako Hosoda in 2023. Dr. Hosoda brings nearly 30 years of experience in the field of public health in Japan, our largest market.

Corporate Finance and Investments

In 2023, our investment portfolio continued to benefit from our disciplined strategic asset allocation process.

This approach serves as the core to managing long-term asset performance expectations to meet our objectives for capital, risk and liquidity. We also placed equity investments in specialized asset classes as well as Sustainability investments. The Aflac Global Investments team has built a high-quality portfolio that we believe will serve our stakeholders well no matter the economic environment.

Strategic Corporate Development

As we pursue new ways to meet the needs of consumers, businesses and shareholders, we will continue to invest in our network dental and vision and group life, disability, and absence management platforms.

These new business lines modestly impact the top line in 2023. We will continue to leverage these new platforms to enable our core products for future long-term growth.

Commitment To

Sustainability

Aflac Incorporated has been carbon neutral in Scope 1 and Scope 2 emissions since 2020 and focused on being and achieving net zero emissions by 2050. We will continue to evaluate and evolve our approach to achieving our objectives.

We have posted our Sustainability Policies and Statements at investors.aflac.com under "Sustainability" for several years, and we updated them in 2023 with Occupational Health and Safety in the Workplace and Responsible Investment Stewardship and Engagement policies. Such transparency and efforts to improve our sustainability have received external recognition, too. In 2023, Aflac Incorporated was included on the Dow Jones Sustainability North America Index for the 10th time and on Bloomberg's Gender-Equality Index for the fourth consecutive year. Most recently, Ethisphere recognized Aflac Incorporated as one of the World's Most Ethical Companies for the 18th 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 addition, we have also worked to be a reflection of the communities that we serve by being an inclusive workplace and cherishing the value that diversity can bring. To reinforce our commitment to sustainability, officers have had a short- term incentive compensation modifier based on core sustainability targets since 2021. While the modifier led to no adjustment to officers' short-term incentive compensation in 2023, we are still proud of our achievements related to responsible investing, diverse leadership and use of sustainable electricity.

Shareholder Engagement

We are proud to have been the first publicly traded company in the United States to voluntarily allow shareholders a say-on-pay vote. This is a prime example of how we are responsive as a Board and as a Company to our shareholders. We communicate with our shareholders on a regular basis to understand the issues and concerns that are important.

We incorporate this feedback into our

decision-making process. We believe that open communications can have a positive influence on our performance, and we look forward to continuing open discussion with our shareholders going forward.

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 business matters as they emerge. We thank you for your support and the privilege of representing you in Aflac Incorporated.

"As we shape the Aflac of the future, we do so knowing the Company's success and financial performance are rooted in our commitment to our purpose."

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 6, 2024. It is my pleasure, and my privilege, to serve on Aflac Incorporated's Board, and I look forward, as a fellow shareholder, to witness how the Company works every day to uphold its promises.

Sincerely,

W. Paul Bowers

LEAD NON-MANAGEMENT

DIRECTOR

• NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

• LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

• LETTER FROM THE LEAD NON-MANAGEMENT DIRECTOR

• 2023 BUSINESS HIGHLIGHTS

• Corporate Social Responsibility and Sustainability Highlights

• VOTING ROADMAP
  10 Director Nominees Summary
  12 Executive Compensation Highlights
  12 2023 Executive Compensation
  12 Recent Say-On-Pay Votes

1. CORPORATE GOVERNANCE MATTERS

1. 
   Election of Directors
2. Board Composition

14 Director Nominees

1. Director Not Eligible for Re-election

1. Director Independence

1. 2024 Independent Director Nominee Tenure Mix

1. Board Succession Planning and Refreshment Process
2. Board of Directors Nominees Skills, Experience, and Diversity
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. Commitment to Corporate Social Responsibility and Sustainability

32 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

35 Retirement Plans

1. 2023 Director Compensation
2. CD&A At-A-Glance

1. EXECUTIVE COMPENSATION

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

44 Compensation Design and Philosophy

47 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. 2023 Executive Compensation

58 Additional Executive Compensation Plan Practice and Procedures

1. Compensation Committee Report
2. Executive Compensation Tables

1. 2023 Summary Compensation Table
2. 2023 All Other Compensation

1. 2023 Perquisites
2. 2023 Grants of Plan-Based Awards
3. 2023 Outstanding Equity Awards at Fiscal Year-End
4. 2023 Option Exercises and Stock Vested

65 Pension Benefits

1. Nonqualified Deferred Compensation
2. Potential Payments Upon Termination or Change in Control

71 2023 Potential Payments Upon Termination or Change in Control

1. CEO Pay Ratio
2. Pay Versus Performance

1. Equity Compensation Plan Information
2. AUDIT MATTERS

77

Ratification of Auditors

77 Audit Fees and Other Fees

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

81 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

86 OTHER MATTERS

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

92 APPENDIX B - ATTENDING THE VIRTUAL ANNUAL MEETING