Aflac 發行 5 億美元優先票據 息率 5.150% 用於一般企業用途

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT Pursuant to Section 13 or
15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported)
May 11, 2026

 

 

Aflac Incorporated

(Exact name of registrant as specified in its
charter)

 

 
 Georgia
 001-07434
 58-1167100

 
 (State or other jurisdiction of 

 incorporation)

 (Commission File Number)

 (IRS Employer Identification No.)

 
 

 
 1932
Wynnton Road
  
 Columbus
 Georgia
 31999

 
 (Address of principal executive offices)
  
 (Zip
 Code)

 
 

706.323.3431

(Registrant’s telephone number, including
area code)

 

 

(Former name or former address, if changed
since last report)

 

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 
 ¨
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 ¨
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 ¨
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 ¨
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class
 
Trading 

Symbol(s)
 
Name of each exchange

 on which registered

Common Stock, $.10 Par Value
 
AFL
 
New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

 

Item 8.01Other Events.

 

Registered Senior Notes Offering

 

On May 14, 2026, Aflac Incorporated, a
Georgia corporation (the “Company”), issued $500,000,000 aggregate principal amount of 5.150% Senior Notes due 2036 (the “Notes”)
in a public offering pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-281977) (the “Registration
Statement”), the prospectus dated September 6, 2024, and the related prospectus supplement dated May 11, 2026. The Company intends
to use the net proceeds from the offering of Notes for general corporate purposes.

 

The
sale of the Notes was made pursuant to the terms of an underwriting agreement, dated May 11, 2026 (the “Underwriting Agreement”),
by and among the Company and the several underwriters included on Schedule 1 thereto, for whom Goldman Sachs & Co. LLC, Mizuho Securities
USA LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC acted as representatives. The Underwriting Agreement
contains customary terms, conditions, representations and warranties and indemnification provisions.

 

The Notes bear interest at the rate
of 5.150% per annum from and including their date of issuance to, but excluding, May 14, 2036, or early redemption. Interest on the Notes
is payable semi-annually in arrears on May 14 and November 14 each year, beginning on November 14, 2026. Prior to February 14, 2036
(three months prior to the maturity date of the Notes) (the “Par Call Date”), the Company may redeem the Notes at its option,
in whole or in part, at any time and from time to time, at a redemption price equal to the greater of (1)(a) the sum of the present
values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured
on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus
15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be
redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Company
may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount
of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.

 

The Notes are general unsecured obligations
and rank equally in right of payment with any of the Company’s existing and future unsecured senior indebtedness. The Notes were
issued under an indenture, dated as of May 21, 2009 (the “Base Indenture”), between the Company, as issuer, and The Bank of
New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by a forty-seventh supplemental indenture,
dated as of May 14, 2026 (the “Forty-Seventh Supplemental Indenture”) between the Company and the Trustee. As used herein,
the term “Indenture” means the Base Indenture as supplemented by the Forty-Seventh Supplemental Indenture. The Indenture provides
for customary events of default, including, among other things, nonpayment, failure to comply with the other agreements in the Indenture
for a period of 90 days, and certain events of bankruptcy, insolvency and reorganization.

 

The description of the Underwriting
Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the text of the Underwriting
Agreement, which is filed as Exhibit 1.1 hereto and incorporated herein by reference. The description of the Indenture set forth above
is qualified in its entirety by reference to the full text of each of the Base Indenture, a copy of which is attached as Exhibit 4.1 to
the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 21, 2009, and the Forty-Seventh
Supplemental Indenture (including the form of Notes included therein), a copy of which is attached hereto as Exhibit 4.1.

 

ITEM 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

1.1Underwriting
 Agreement, dated May 11, 2026, between Aflac Incorporated and the several underwriters named
 in Schedule 1 thereto, for whom Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, SMBC
 Nikko Securities America, Inc. and Wells Fargo Securities, LLC acted as representatives.

 

4.1Forty-Seventh
 Supplemental Indenture, dated as of May 14, 2026, between Aflac Incorporated and The Bank
 of New York Mellon Trust Company, N.A., as trustee (including the form of 5.150% Senior Note
 due 2036).

 

5.1Opinion
 of Audrey Boone Tillman, Esq., Senior Executive Vice President and General Counsel of the
 Company.

 

5.2Opinion
 of Skadden, Arps, Slate, Meagher & Flom LLP.

 

23.1Consent
 of Audrey Boone Tillman, Esq. (included as part of Exhibit 5.1 hereto).

 

23.2Consent
 of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.2 hereto).

 

104The cover page from this Current Report on Form
 8-K, formatted in Inline XBRL

 

  

  

 

 

 SIGNATURES

 

Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.

 

 
  
 Aflac Incorporated

 
  
  

 
 May 14, 2026
 /s/
 Robin L. Blackmon

 
  
 Robin L. Blackmon

 
  
 Senior Vice President, Financial Services

 
  
 Chief Accounting Officer