美国家庭人寿保险美股招股说明书(2025-05-27版)

This is an offering by Aflac Incorporated of ¥principal amount of its% Senior Notes due(the“notes”), ¥principal amount of its% Senior Notes due(the “notes”) and¥principal amount of its% Senior Notes due(the “notes” and, together with thenotes andthenotes, the “notes”). We will pay interest on the notes semi-annually in arrears on eachand, beginningon, 2025. Thenotes will mature on,, thenotes will mature on,, andthenotes will mature on,. We may redeem some or all of any series of notes after the applicable par call date for such series at par plusaccrued interest to the redemption date as described under the caption “Description of the Notes — OptionalRedemption” in this prospectus supplement, and we may redeem the notes if certain events occur involving UnitedStates taxation as described under the caption “Description of the Notes — Tax Redemption” in this prospectussupplement. The notes will be our general unsecured obligations and will rank equally in right of payment with any of ourexisting and future unsecured senior indebtedness. The notes will be issued only in denominations of ¥100,000,000 andintegral multiples of ¥10,000,000 in excess thereof. The notes will not be listed on any securities exchange. Currently, there is no public market for the notes. See “Risk Factors” beginning on pageS-5of this prospectus supplement, page 4 of the accompanying prospectus and“Item1A. Risk Factors” on page 13 of our Annual Report on Form 10-K for the year ended December31, 2024 to read aboutfactors you should consider before investing in the notes. Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved ordisapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. (1)The price to public set forth above does not include accrued interest, if any. Interest on the notes willaccrue from, 2025 and must be paid by the underwriters if the notes are delivered after,2025. The underwriters expect to deliver the notes to investors in book-entry form only through Clearstream Banking,S.A., or Euroclear Bank SA/NV, as the case may be, on or about, 2025, which is theTokyobusiness day following the date of this prospectus supplement. This settlement date may affect the trading of the notes.Joint Book-Running ManagersThe information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offerto sell nor do they seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. Mizuho SMBC Nikko TABLE OF CONTENTS PageABOUT THIS PROSPECTUS SUPPLEMENTS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-5CURRENCY CONVERSIONS-8USE OF PROCEEDSS-9CAPITALIZATIONS-10DESCRIPTION OF THE NOTESS-11CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSS-20UNDERWRITINGS-25VALIDITY OF THE NOTESS-30EXPERTSS-30WHERE YOU CAN FIND MORE INFORMATIONS-31 PageCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS1AFLAC INCORPORATED3RISK FACTORS4USE OF PROCEEDS5DESCRIPTION OF DEBT SECURITIES6REGISTRATION, TRANSFER AND PAYMENT OF CERTIFICATED SECURITIES16PLAN OF DISTRIBUTION17WHERE YOU CAN FIND MORE INFORMATION19LEGAL MATTERS20EXPERTS20 No dealer, salesperson or other person is authorized to give any information or to represent anythingnot contained in this prospectus supplement, the accompanying prospectus and any related free writingprospectus prepared by us. Neither we nor any of the underwriters take responsibility for or provideassurance as to the reliability of, any other information that others may give you. This prospectussupplement and the accompanying prospectus are an offer to sell only the notes offered hereby, but onlyunder circumstances and in jurisdictions where it is lawful to do so. The information contained orincorporated by reference in this prospectus supplement, the accompanying prospectus and any related freewriting prospectus prepared by us is current only as of their respective dates or the date relating to suchinformation provided in that document. Our business operations, financial condition, results of operationsand prospects may have changed since those dates. UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLYTARGET MARKET Solely for the purposes of the manufacturer’s product approval process, the target market assessment inrespect of the notes has led to the conclusion that: (i)the target market for the notes is only eligiblecounterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), andprofessional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtueof the European Union (Withdrawal) Act 2018, as amended (respectively, “UK MiFIR” and the “EUWA”);and (ii)all channels for distribution of the notes to eligible counterp