美国家庭人寿保险美股招股说明书(2025-06-03版)

¥35,000,000,000 1.726% Senior Notes due 2030¥23,400,000,000 2.003% Senior Notes due 2032¥9,500,000,000 2.369% Senior Notes due 2035¥7,000,000,000 2.779% Senior Notes due 2040 This is an offering by Aflac Incorporated of ¥35,000,000,000 principal amount of its 1.726% Senior Notes due 2030 (the “2030 notes”), ¥23,400,000,000principal amount of its 2.003% Senior Notes due 2032 (the “2032 notes”), ¥9,500,000,000 principal amount of its 2.369% Senior Notes due 2035 (the “2035notes”) and ¥7,000,000,000 principal amount of its 2.779% Senior Notes due 2040 (the “2040 notes” and, together with the 2030 notes, the 2032 notes and the2035 notes, the “notes”). We will pay interest on the notes semi-annually in arrears on each June5 and December5, beginning on December5, 2025, except thatthe final interest payment dates for the 2030 notes and the 2032 notes will be the respective maturity dates of the 2030 notes (short last coupon) and the 2032notes (long last coupon). The 2030 notes will mature on October18, 2030, the 2032 notes will mature on December14, 2032, the 2035 notes will mature onJune5, 2035 and the 2040 notes will mature on June5, 2040. We may redeem some or all of any series of notes after the applicable par call date for such series at par plus accrued interest to the redemption date asdescribed under the caption “Description of the Notes — Optional Redemption” in this prospectus supplement, and we may redeem the notes if certain eventsoccur involving United States taxation as described under the caption “Description of the Notes — Tax Redemption” in this prospectus supplement. The notes will be our general unsecured obligations and will rank equally in right of payment with any of our existing and future unsecured seniorindebtedness. The notes will be issued only in denominations of ¥100,000,000 and integral 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 ourAnnual Report on Form 10-K for the year ended December31, 2024 to read about factors you should consider before investing in the notes. Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of these securities or passed upon theaccuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. 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 thecase may be, on or about June5, 2025, which is the fourth Tokyo business day following the date of this prospectus supplement. This settlement date may affectthe trading of the notes. Mizuho SMBC Nikko Goldman Sachs & Co. LLC Wells Fargo Securities Academy SecuritiesCastleOak Securities, L.P.J.P. Morgan Cabrera Capital Markets LLCDrexel HamiltonR. Seelaus & Co., LLC 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 e