Form 8-K
8-K — AFLAC INC
Accession: 0001104659-26-061314
Filed: 2026-05-14
Period: 2026-05-11
CIK: 0000004977
SIC: 6321 (ACCIDENT & HEALTH INSURANCE)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2614650d1_8k.htm (Primary)
EX-1.1 — EXHIBIT 1.1 (tm2614650d1_ex1-1.htm)
EX-4.1 — EXHIBIT 4.1 (tm2614650d1_ex4-1.htm)
EX-5.1 — EXHIBIT 5.1 (tm2614650d1_ex5-1.htm)
EX-5.2 — EXHIBIT 5.2 (tm2614650d1_ex5-2.htm)
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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 8.01 Other 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.
1.1 Underwriting
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.
4.1 Forty-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).
5.1 Opinion
of Audrey Boone Tillman, Esq., Senior Executive Vice President and General Counsel of the
Company.
5.2 Opinion
of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1 Consent
of Audrey Boone Tillman, Esq. (included as part of Exhibit 5.1 hereto).
23.2 Consent
of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.2 hereto).
104 The 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
EX-1.1 — EXHIBIT 1.1
EX-1.1
Filename: tm2614650d1_ex1-1.htm · Sequence: 2
Exhibit 1.1
Execution Version
Aflac Incorporated
5.150% Senior Notes due 2036
_______
Underwriting Agreement
May 11, 2026
Goldman Sachs & Co. LLC,
Mizuho Securities USA LLC,
SMBC Nikko Securities America, Inc.,
Wells Fargo Securities, LLC,
As Representatives of the several Underwriters
named in Schedule I hereto,
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
c/o Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
c/o SMBC Nikko Securities America, Inc.
277 Park Avenue
New York, New York 10172
c/o Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
Ladies and Gentlemen:
Aflac Incorporated, a Georgia
corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters
named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”),
an aggregate of $500,000,000 principal amount of its 5.150% Senior Notes due 2036 (the “Securities”). The Securities will
be issued under the Senior Debt Indenture, dated as of May 21, 2009 (the “Senior Debt Indenture”), as supplemented by the
Forty-Seventh Supplemental Indenture, to be dated as of May 14, 2026 (the “Forty-Seventh Supplemental Indenture,” and, together
with the Senior Debt Indenture, the “Indenture”), each between the Company and The Bank of New York Mellon Trust Company,
N.A., as Trustee (the “Trustee”).
1.
The Company represents and warrants to, and agrees with, each of the Underwriters that:
(a)
An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended
(the “Act”), on Form S-3 (File No. 333-281977) in respect of the Securities has been filed with the Securities and Exchange
Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any
post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement
or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice
of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2)
under the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which
it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Basic
Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with
the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of
such registration statement, including all exhibits thereto but excluding the Form T-1 and including any prospectus supplement relating
to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each
as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration
Statement”; the Basic Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c)
hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed
with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”;
any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of
such prospectus; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall
be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the
Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such
Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed
to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective
date of the Registration Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing
prospectus” as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing
Prospectus”);
(b)
No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued
by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements
of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the
Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by an Underwriter through the Representatives expressly for use therein;
-2-
(c)
For the purposes of this Agreement, the “Applicable Time” is 3:55 p.m., New York City time, on the date of this
Agreement; the Pricing Prospectus as supplemented by the final term sheet prepared and filed pursuant to Section 5(a) hereof, taken together
(collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; and each Issuer Free Writing Prospectus listed on Schedule II(a) hereto does not conflict with the information
contained in the Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented
by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or
omissions made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company
by an Underwriter through the Representatives expressly for use therein;
(d)
The documents incorporated by reference in the Pricing Prospectus and the Prospectus, when they became effective or were
filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act,
as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of
a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such
documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements
of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein
not misleading; the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
Statement, the Pricing Prospectus and the Prospectus fairly presents the information called for in all material respects and is prepared
in accordance with the rules and regulations of the Commission applicable thereto; provided, however, that this representation
and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing
to the Company by an Underwriter through the Representatives expressly for use therein; and no such documents were filed with the Commission
since the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution
of this Agreement, except as set forth on Schedule II(b) hereto;
(e)
The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement
and the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act and the rules and
regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration
Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance
upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for
use therein;
-3-
(f)
Each of the Company, American Family Life Assurance Company of Columbus (“Aflac Columbus”), Aflac Life Insurance
Japan Ltd. (“Aflac Japan”) and any subsidiary of the Company that would qualify as a “significant subsidiary”
of the Company under Rule 1-02 of Regulation S-X (each such subsidiary, Aflac Columbus and Aflac Japan, a “Designated Subsidiary”)
has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus
any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus,
which loss or interference would have a Material Adverse Effect (as defined below), or would reasonably be expected to have a prospective
Material Adverse Effect; and, since the respective dates as of which information is given in the Registration Statement and the Pricing
Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any of its Designated Subsidiaries
or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs,
management, financial position, shareholders’ equity or results of operations of the Company and its Designated Subsidiaries, otherwise
than as set forth or contemplated in the Pricing Prospectus; the subsidiaries of the Company, other than the Designated Subsidiaries,
considered in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02 of
Regulation S-X;
(g)
The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State
of Georgia, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing
Prospectus, and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, or is subject
to no liability or disability by reason of the failure to be so qualified in any such jurisdiction, except to the extent that the failure
to be so qualified and in good standing would not, individually or in the aggregate, have a material adverse effect on the current or
future financial position, shareholders’ equity or results of operations of the Company and its subsidiaries (a “Material
Adverse Effect”); and each of its Designated Subsidiaries has been duly incorporated and is validly existing as a corporation in
good standing under the laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties
and conduct its business as described in the Pricing Prospectus, and has been duly qualified as a foreign corporation for the transaction
of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business
so as to require such qualification, or is subject to no liability or disability by reason of the failure to be so qualified or be in
good standing in any such jurisdiction, except to the extent that the failure to be so qualified and in good standing would not have a
Material Adverse Effect;
-4-
(h)
Each of the Company and its subsidiaries that is required to be organized or licensed as an insurance company in its jurisdiction
of incorporation (including jurisdictions outside of the United States) (each an “Insurance Subsidiary”) has all necessary
consents, licenses, authorizations, approvals, exemptions, orders, certificates and permits (collectively, the “Consents”)
of and from, and has made all filings and declarations (collectively, the “Filings”) with, all insurance regulatory authorities,
all Federal, state, local and other governmental authorities (including, without limitation, the Nebraska Department of Insurance, the
New York State Department of Financial Services and the Japanese Financial Services Agency (the “JFSA”)), all self-regulatory
organizations and all courts and other tribunals, necessary to own, lease, license and use its properties and assets and to conduct its
business, except where the failure to have such Consents or to make such Filings would not, individually or in the aggregate, have a Material
Adverse Effect; all such Consents and Filings are in full force and effect, the Company and its Insurance Subsidiaries are in compliance
with such Consents and neither the Company nor any of its Insurance Subsidiaries has received any notice of any inquiry, investigation
or proceeding that would reasonably be expected to result in the suspension, revocation or limitation of any such Consent or otherwise
impose any limitation on the conduct of the business of the Company or any of its respective Insurance Subsidiaries, except as set forth
in the Prospectus or except as any such failure to be in full force and effect, failure to be in compliance with, suspension, revocation
or limitation would not, individually or in the aggregate, have a Material Adverse Effect; each of the Company and its Insurance Subsidiaries
is in compliance with, and conducts its businesses in conformity with, all applicable insurance laws and regulations, except where the
failure to so comply or conform would not, individually or in the aggregate, have a Material Adverse Effect. Without limiting the foregoing,
each of the Insurance Subsidiaries has made all Filings pursuant to, and has obtained all Consents required of all applicable insurance
laws and regulations in connection with the issuance and sale of the Securities;
(i)
The 2025 statutory annual statements of each Insurance Subsidiary organized or licensed as an insurance company in the United
States and the statutory balance sheets and income statements included in such statutory annual statements together with related schedules
and notes have been prepared, in all material respects, in conformity with statutory accounting principles and practices required or permitted
by the appropriate insurance regulator of the jurisdiction of domicile of each such Insurance Subsidiary, and such statutory accounting
principles and practices have been applied on a consistent basis throughout the periods involved, except as may otherwise be indicated
therein or in the notes thereto, and present fairly, in all material respects, the statutory financial position of such Insurance Subsidiaries
as of the dates thereof, and the statutory basis results of operations of such Insurance Subsidiaries for the periods covered thereby;
(j)
The business reports for the years ended March 31, 2025 and March 31, 2024 of Aflac Japan and the statutory balance sheets
and income statements included in such business reports together with related schedules and notes have been prepared, in all material
respects, in conformity with statutory accounting principles and practices required or permitted by the JFSA, and such statutory accounting
principles and practices have been applied on a consistent basis throughout the periods involved, except as may otherwise be indicated
therein or in the notes thereto, and present fairly, in all material respects, the statutory financial position of Aflac Japan as of the
dates thereof, and the statutory basis results of operations of Aflac Japan for the periods covered thereby;
-5-
(k)
The Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital
stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; and all of the issued shares
of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable
and are owned, directly or indirectly, by the Company, free and clear of all liens, encumbrances, equities or claims;
(l)
(i) Except for the registration rights granted to J&A Alliance Trust under Section 5.1 of the Shareholders Agreement,
dated as of February 28, 2019, by and among the Company and the Japan Post Parties (as defined therein), which was filed as Exhibit 10.50
to the Company’s Form 10-Q for the period ended March 31, 2019, and (ii) except as disclosed in the Pricing Prospectus, there are
no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to
file a registration statement under the Act with respect to any securities of the Company or to require the Company to include such securities
in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration
statement filed by the Company under the Act;
(m)
The Securities have been duly authorized and, when issued and delivered pursuant to this Agreement, will have been duly
executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the
benefits provided by the Indenture, under which the Securities are to be issued, and the Senior Debt Indenture has been filed as an exhibit
to the Registration Statement; the Indenture has been duly authorized, executed and delivered by the Company, and duly qualified under
the Trust Indenture Act and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as
to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’
rights and to general equity principles; and the Securities will conform and the Indenture conforms to the descriptions thereof in the
Pricing Disclosure Package and the Prospectus;
(n)
The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the
Indenture and this Agreement and the consummation of the transactions herein and therein contemplated (i) will not conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Company or any of its Designated Subsidiaries is a party or by which the
Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its Designated Subsidiaries
is subject, (ii) will not result in any violation of the provisions of the Articles of Incorporation or Amended and Restated By-laws of
the Company or the organizational documents of any of its Designated Subsidiaries, and (iii) will not result in any violation of any statute
or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Designated
Subsidiaries or any of their properties, except, with respect to clauses (i) and (iii), for such conflicts, breaches, violations or defaults
which would not, individually or in the aggregate, have a Material Adverse Effect and would not adversely affect the validity or performance
of the Company’s obligations under the Securities, the Indenture and this Agreement; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities
or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture except such as have been obtained
under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required
under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters;
-6-
(o)
Neither the Company nor any of its Designated Subsidiaries is (i) in violation of its Articles of Incorporation or Amended
and Restated By-laws or the other organizational documents or (ii) in default in the performance or observance of any obligation, covenant
or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is
a party or by which it or any of its properties may be bound, except, with respect to clause (ii), for such defaults that would not, individually
or in the aggregate, have a Material Adverse Effect;
(p)
The statements set forth in the Pricing Prospectus and Prospectus under the captions “Description of Debt Securities”
and “Description of the Notes,” insofar as they purport to constitute a summary of the terms of the Securities, and under
the captions “Plan of Distribution” and “Underwriting,” insofar as they purport to describe the provisions of
the laws and documents referred to therein, are accurate, complete and fair in all material respects;
(q)
Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company
or any of its Designated Subsidiaries is a party or of which any property of the Company or any of its Designated Subsidiaries is the
subject which, would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or would materially and
adversely affect the ability of the Company to perform its obligations under the Securities, the Indenture and this Agreement; and, to
the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened
by others, other than as set forth in the Pricing Prospectus;
(r)
The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds
thereof, will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended;
(s)
(i) (A) At the time of filing the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes
of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant
to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (C) at the time the Company or any person acting on its behalf
(within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the
exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act;
and (ii) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona
fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Company was not an “ineligible issuer”
as defined in Rule 405 under the Act;
-7-
(t)
KPMG LLP, who has audited certain financial statements of the Company and its subsidiaries, and has audited the effectiveness
of the Company’s internal control over financial reporting, is an independent registered public accounting firm as required by the
Act and the rules and regulations of the Commission thereunder and the Public Company Accounting Oversight Board (United States);
(u)
The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under
the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive
officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in
its internal control over financial reporting;
(v)
Since the date of the latest audited financial statements included or incorporated by reference in the Pricing Prospectus,
there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting;
(w)
The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act)
that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material
information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal
financial officer by others within those entities; and such disclosure controls and procedures are effective;
(x)
Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company, any director, officer, agent,
employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of
any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other
unlawful payment;
(y)
The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable
financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit
or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries
with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened;
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(z)
None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee
or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Department of the Treasury (such sanctions, “Sanctions”); and the Company will not, directly or
indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently
subject to any Sanctions. Since April 24, 2019, the Company and its subsidiaries have not, and are currently not, knowingly engaged in
any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction
is or was the subject or target of Sanctions; and
(aa) The Company
and its subsidiaries have taken commercially reasonable measures to maintain protections against unauthorized access to, or disruption
or failure of, their information technology systems. To the Company’s knowledge, during the past twelve months, neither the Company
nor any of its subsidiaries have been subject to any material unauthorized access to their information technology systems or data maintained
by them.
2.
Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each of the Underwriters,
and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.072% of the principal
amount of the Securities, plus accrued interest, if any, from the Time of Delivery (as defined below), the respective principal amounts
of the Securities set forth opposite the name of such Underwriter in Schedule I hereto.
3.
Upon the authorization by you of the release of the Securities, the several Underwriters propose to offer the Securities
for sale upon the terms and conditions set forth in the Prospectus.
4.
(a)
The Securities to be purchased by each Underwriter hereunder will be represented by one or more definitive global Securities
in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its
designated custodian. On May 14, 2026 (the “Closing Date”), the Company will deliver the Securities to the Representatives,
for the account of each Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer
of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance. The
Company will cause the certificates representing the Securities to be made available to the Representatives for checking at least twenty-four
hours prior to the Time of Delivery (as defined below) at the office of DTC or its designated custodian (the “Designated Office”).
The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on the Closing Date, or such other time and date
as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.”
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(b)
The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof,
including the cross-receipt for the Securities and any additional documents requested by the Underwriters pursuant to Section 8(j) hereof,
will be delivered electronically, and the Securities will be delivered electronically, all at the Time of Delivery. A meeting will be
held virtually at 3:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the
final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. “New
York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions
in New York City are generally authorized or obligated by law or executive order to close.
5.
The Company agrees with each of the Underwriters:
(a)
To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not
later than the Commission’s close of business on the second business day following the date of this Agreement; to make no further
amendment or any supplement to the Registration Statement, the Basic Prospectus or the Prospectus prior to the Time of Delivery which
shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the
time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus
has been filed and to furnish you with copies thereof; to prepare a final term sheet, containing solely a description of the Securities,
in a form approved by you and to file such term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to
file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to file
promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a
prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale
of the Securities; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of
any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Securities, of any notice
of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2)
under the Act, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or
threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration
Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing
or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best
efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such
steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as
may be necessary to permit offers and sales of the Securities by the Underwriters (references herein to the Registration Statement shall
include any such amendment or new registration statement);
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(b)
If required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such form
of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further
amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice thereof;
(c)
If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement,
any of the Securities remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so,
a new automatic shelf registration statement relating to the Securities, in a form satisfactory to you. If at the Renewal Deadline the
Company is no longer eligible to file an automatic shelf registration statement and the distribution of the Securities has not been completed,
the Company will, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form satisfactory
to you and will use its commercially reasonable efforts to cause such registration statement to be declared effective within 180 days
after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of
the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the
Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the
case may be;
(d)
Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and
sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of
sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided,
however, that in connection therewith, the Company shall not be required to qualify as a foreign corporation or to file a general
consent to service of process in any jurisdiction or to take any action that would subject it to taxation in any jurisdiction where it
is not now so subject;
(e)
Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from
time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as
you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the
Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering
or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule
173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend
or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply
with the Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request to file such document and to prepare and
furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time
to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or
effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in
Rule 173(a) under the Act) in connection with sales of any of the Securities at any time nine months or more after the time of issue of
the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and
electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
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(f)
To make generally available to its security holders as soon as practicable, but in any event not later than sixteen months
after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company
and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission
thereunder (including, at the option of the Company, Rule 158);
(g)
During the period beginning from the date hereof and continuing to and including the Closing Date or such earlier time as
you may notify the Company, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise
dispose of, except as provided hereunder, any securities of the Company or its subsidiaries that are substantially similar to the Securities;
(h)
To pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the
Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;
(i)
To use the net proceeds received by it from the sale of the Securities pursuant to this Agreement in the manner specified
in the Pricing Prospectus under the caption “Use of Proceeds”; and
(j)
Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the
Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose
of facilitating the on-line offering of the Securities (the “License”); provided, however, that the License shall be
used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.
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6.
(a)
The Company represents and agrees that, other than the final term sheet prepared and filed pursuant to Section 5(a) hereof,
without the prior consent of the Representatives, it has not made and will not make any offer relating to the Securities that would constitute
a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the
prior consent of the Company and the Representatives, other than one or more term sheets relating to the Securities containing customary
information and conveyed to purchasers of Securities, it has not made and will not make any offer relating to the Securities that would
constitute a free writing prospectus; and any such free writing prospectus the use of which has been consented to by the Company and the
Representatives (including the final term sheet prepared and filed pursuant to Section 5(a) hereof) is listed on Schedule II(a) hereto.
The Company also consents to the use by any Underwriter of a free writing prospectus that (i) is not an “issuer free writing prospectus”
as defined in Rule 433 and (ii) contains only (A) information describing the preliminary terms of the Securities or their offering, (B)
information that describes the final terms of the Securities or their offering and that is included in the final term sheet contemplated
in Section 5(a) hereof or (C) contains comparable bond price or similar information that (in the case of this clause (C) only) is not
“issuer information,” as defined in Rule 433;
(b)
The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing
Prospectus, including timely filing with the Commission or retention where required and legending; and
(c)
The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs
as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing
Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice
thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an
Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however,
that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance
upon and in conformity with information furnished in writing to the Company by an Underwriter through the Representatives expressly for
use therein.
7.
The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following:
(a) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities
under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement,
the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (b) the cost of printing or producing any agreement
among Underwriters, this Agreement, the Indenture, the Blue Sky Memorandum, closing documents (including any compilations thereof) and
any other documents in connection with the offering, purchase, sale and delivery of the Securities; (c) all expenses in connection with
the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(d) hereof, including the
fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey;
(d) any fees charged by securities rating services for rating the Securities; (e) the cost of preparing the Securities; (f) the fees and
expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the
Indenture and the Securities; and (g) all other costs and expenses incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections
9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on
resale of any of the Securities by them, and any advertising expenses connected with any offers they may make, pro rata (based on the
principal amount of the Securities that such Underwriter agreed to purchase hereunder, as set out in Schedule I).
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8.
The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations
and warranties and other statements of the Company herein are, at and as of the Time of Delivery, true and correct, the condition that
the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:
(a)
(i) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable
time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; (ii) the
final term sheet contemplated by Section 5(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d)
under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; (iii)
no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding
for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of
the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received;
(iv) no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated
or threatened by the Commission; and (v) all requests for additional information on the part of the Commission shall have been complied
with to your reasonable satisfaction;
(b)
Sullivan & Cromwell LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions,
dated the Closing Date, with respect to such matters as you may reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such matters;
(c)
Skadden, Arps, Slate, Meagher & Flom, LLP, counsel for the Company, shall have furnished to you their written opinion
(substantially in the form attached hereto as Annex II), dated the Closing Date, in form and substance satisfactory to you;
(d)
Audrey Boone Tillman, Esq., Executive Vice President and General Counsel of the Company, shall have furnished to you her
written opinion (a draft of such opinion is attached hereto as Annex III), dated the Closing Date, in form and substance satisfactory
to you;
(e)
On the date hereof, on the effective date of any post-effective amendment to the Registration Statement filed subsequent
to the date of this Agreement and also on the Closing Date, KPMG LLP shall have furnished to you a letter or letters, dated the respective
dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the form of letter to
be delivered on the date hereof is attached as Annex I-A hereto). On the date hereof, on the effective date of any post-effective amendment
to the Registration Statement filed subsequent to the date of this Agreement and also on the Closing Date, Max K. Brodén, Senior
Executive Vice President and Chief Financial Officer of the Company, shall have furnished to you a certificate or certificates, dated
the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex I hereto (the form
of certificate to be delivered on the date hereof is attached as Annex I-B hereto and the form of certificate to be delivered on the effective
date of any post-effective amendment to the Registration Statement and as of the Time of Delivery is attached as Annex I-C hereto);
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(f)
(i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial
statements included or incorporated by reference in the Pricing Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree,
otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is
given in the Pricing Prospectus there shall not have been any change in the capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial
position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated
in the Pricing Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and
adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms
and in the manner contemplated in the Prospectus;
(g)
On or after the Applicable Time, (i) no downgrading shall have occurred in the rating accorded the Company’s debt
securities or the Company’s financial strength or claims paying ability by any “nationally recognized statistical rating organization,”
as that term is defined by the Commission under Section 3 of the Exchange Act, and (ii) no such organization shall have publicly announced
that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities
or the Company’s financial strength or claims paying ability;
(h)
On or after the Applicable Time, there shall not have occurred any of the following: (i) a suspension or material limitation
in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company’s
securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New
York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States;
(iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency
or war, or (v) the occurrence of any other calamity or crisis (including without limitation as a result of an epidemic or pandemic) or
any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified
in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the
Securities on the terms and in the manner contemplated in the Prospectus;
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(i)
The Company shall have complied with the provisions of Section 5(e) hereof with respect to the furnishing of prospectuses
on the New York Business Day next succeeding the date of this Agreement; and
(j)
The Company shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of the
Company satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of such time, as
to the performance by the Company of all of its obligations hereunder to be performed at or prior to such time, as to the matters set
forth in subsections (a) and (f) of this Section and as to such other matters as you may reasonably request.
9.
(a)
The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint
or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment
or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant
to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or
other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus,
or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through the Representatives expressly for use therein.
(b)
Each Underwriter will, severally and not jointly, indemnify and hold harmless the Company against any losses, claims, damages
or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment
or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any such amendment
or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to
the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company for any legal or
other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses
are incurred.
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(c)
Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify
the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be
brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall
be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal
expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified
party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action
or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual
or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the
indemnified party from all liability arising out of such action or claim, and (ii) does not include a statement as to or an admission
of fault, culpability or a failure to act, by or on behalf of any indemnified party.
(d)
If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified
party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred
to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice
required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified
party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the
one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received
by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party
as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall
be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount
in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered
to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.
-17-
(e)
The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise
have and shall extend, upon the same terms and conditions, to each officer and director of any Underwriter and to each person, if any,
who controls any Underwriter within the meaning of the Act and each broker-dealer affiliate of any Underwriter; and the obligations of
the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall
extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company
within the meaning of the Act.
10.
(a)
If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder,
you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein.
If within thirty six hours after such default by any Underwriter you do not arrange for the purchase of such Securities, then the Company
shall be entitled to a further period of thirty six hours within which to procure another party or other parties satisfactory to you to
purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have
so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities,
you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements,
and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion
may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under
this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.
-18-
(b)
If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters
by you and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased
does not exceed one eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require
each non-defaulting Underwriter to purchase the principal amount of Securities which such Underwriter agreed to purchase hereunder and,
in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Securities which
such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements
have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c)
If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters
by you and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds
one eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in subsection
(b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement
shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to
be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section
9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11.
The respective indemnities, agreements, representations, warranties and other statements of the Company and the several
Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in
full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter,
or any officer or director or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person
of the Company, and shall survive delivery of and payment for the Securities.
12.
If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to
any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, the Securities are not delivered by or on
behalf of the Company as provided herein, the Company will reimburse the Underwriters through you for all out of pocket expenses approved
in writing by you, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the
purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to any Underwriter except as provided
in Sections 7 and 9 hereof.
-19-
13.
In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives.
All statements, requests,
notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or facsimile transmission
to Goldman Sachs & Co. LLC at 200 West Street, New York, New York 10282, Attention: Registration Department, Mizuho Securities USA
LLC at 1271 Avenue of the Americas, New York, New York 10020, Attention: Debt Capital Markets Desk, SMBC Nikko Securities America, Inc.
at 277 Park Avenue, New York, New York 10172, Attention: Debt Capital Markets – Transaction Management (email: NikkoGCNotices@smbcnikko-si.com),
and Wells Fargo Securities, LLC at 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, Attention: Transaction Management
(fax: (704) 410-0326; email: : tmgcapitalmarkets@wellsfargo.com), and if to the Company shall be delivered or sent by mail or facsimile
transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary. Any such statements, requests,
notices or agreements shall take effect upon receipt thereof.
In accordance with the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify
and record information that identifies their respective clients, including the Company, which information may include the name and address
of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
14.
In recognition of the U.S. Special Resolutions Regimes, the Company and each of the Underwriters agree that:
(a)
In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution
Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective
to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest
and obligation, were governed by the laws of the United States or a state of the United States.
(b)
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to
a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter
are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement were governed by the laws of the United States or a state of the United States.
(c)
For the purposes of this Section 14,
(i)
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted
in accordance with, 12 U.S.C. § 1841(k);
-20-
(ii)
“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 382.2(b);
(iii)
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R.
§§ 252.81, 47.2 or 382.1, as applicable; and
(iv)
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated
thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
15.
This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent
provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter,
and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under
or by virtue of this Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.
16.
Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when
the Commission’s office in Washington, D.C. is open for business.
17. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith
and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the
Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering
contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the
Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, and (iv)
the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not
claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty
to the Company, in connection with such transaction or the process leading thereto.
18.
This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the
Underwriters, or any of them, with respect to the subject matter hereof.
19.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
-21-
20.
The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any
and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
21.
This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall
be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Counterparts
may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of
2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com)
or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.
22.
Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and
state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other
tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters’ imposing any limitation
of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence
shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure”
is limited to any facts that may be relevant to that treatment.
-22-
If the foregoing is in accordance
with your understanding, please sign and return to us six counterparts hereof, and upon the acceptance hereof by you, on behalf of each
of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and
the Company.
Very truly yours,
Aflac Incorporated
By:
/s/ Max K. Brodén
Name: Max K. Brodén
Title: Senior Executive Vice President and Chief
Financial Officer
[Signature Page to Underwriting
Agreement]
Accepted as of the date hereof:
Goldman Sachs & Co. LLC
By:
/s/ Kyle Fischer
Name: Kyle Fischer
Title: Managing Director
Mizuho Securities USA LLC
By:
/s/ Robert Fahrbach
Name: Robert Fahrbach
Title: Managing Director
SMBC Nikko Securities America,
Inc.
By:
/s/ Michael Lazar
Name: Michael Lazar
Title: Managing Director
Wells Fargo Securities, LLC
By:
/s/ Carolyn Hurley
Name: Carolyn Hurley
Title: Managing Director
[Signature Page to Underwriting
Agreement]
SCHEDULE I
Underwriter
Principal Amount of
Notes to be Purchased
Goldman Sachs & Co. LLC
$ 75,000,000
Mizuho Securities USA LLC
$ 75,000,000
SMBC Nikko Securities America, Inc.
$ 75,000,000
Wells Fargo Securities, LLC
$ 75,000,000
Citigroup Global Markets Inc.
$ 26,000,000
Morgan Stanley & Co. LLC
$ 26,000,000
MUFG Securities Americas Inc.
$ 26,000,000
PNC Capital Markets LLC
$ 26,000,000
TD Securities (USA) LLC
$ 26,000,000
Academy Securities, Inc.
$ 10,000,000
BNY Mellon Capital Markets, LLC
$ 10,000,000
Cabrera Capital Markets LLC
$ 10,000,000
CastleOak Securities, L.P.
$ 10,000,000
Drexel Hamilton, LLC
$ 10,000,000
J.P. Morgan Securities LLC
$ 10,000,000
R. Seelaus & Co., LLC
$ 10,000,000
Total
$ 500,000,000
SCHEDULE II
(a) Issuer Free
Writing Prospectuses not included in the Pricing Disclosure Package:
None.
(b) Additional Documents
Incorporated by Reference:
None.
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2614650d1_ex4-1.htm · Sequence: 3
Exhibit 4.1
AFLAC INCORPORATED,
AS ISSUER
AND
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
AS TRUSTEE
FORTY-SEVENTH SUPPLEMENTAL INDENTURE
Dated as of May 14, 2026
$500,000,000
5.150% Senior Notes due 2036
TABLE OF CONTENTS
5.150% SENIOR NOTES DUE 2036
Page
Article I 5.150% SENIOR NOTES DUE 2036
1
Section 1.01
Establishment
1
Section 1.02
Definitions
2
Section 1.03
Payment of Principal and Interest
2
Section 1.04
Denominations
3
Section 1.05
Global Securities
3
Section 1.06
Transfer
4
Section 1.07
Defeasance
4
Section 1.08
Redemption at the Option of the Company
4
Section 1.09
Selection of Senior Notes to be Redeemed
5
Section 1.10
Further Issues
6
Article II MISCELLANEOUS PROVISIONS
6
Section 2.01
Recitals
by the Company
6
Section 2.02
Amendment
to Sections 2.05 and 2.06 of the Original Indenture Relating to the Execution of Securities and the Certificate of Authentication
6
Section 2.03
Ratification
and Incorporation of Original Indenture
7
Section 2.04
Executed
in Counterparts
7
Section 2.05
New York
Law to Govern
7
Exhibit
A Global Note
A-1
Exhibit
B Certificate of Authentication
B-1
i
THIS FORTY-SEVENTH SUPPLEMENTAL
INDENTURE (this “Forty-Seventh Supplemental Indenture”) is made as of the 14th day of May, 2026, by and between AFLAC
INCORPORATED, a Georgia corporation, as issuer (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
a national banking association, as trustee (the “Trustee”):
WHEREAS, the Company has heretofore
entered into a Senior Indenture, dated as of May 21, 2009 (the “Original Indenture”), with the Trustee;
WHEREAS, the Original Indenture
is incorporated herein by reference, and the Original Indenture, as supplemented and amended by this Forty-Seventh Supplemental Indenture,
is herein called the “Indenture”;
WHEREAS, under the Original Indenture,
a new series of senior notes may at any time be established by the Board of Directors of the Company in accordance with the provisions
of the Original Indenture and the terms of such series may be described by a supplemental indenture executed by the Company and the Trustee;
WHEREAS, the Company proposes
to create under the Indenture a new series of senior notes;
WHEREAS, additional senior notes
of other series hereafter established, except as may be limited in the Original Indenture as at the time supplemented and amended, may
be issued from time to time pursuant to the Indenture as at the time supplemented and amended, and all senior notes issued by the Company
of any one series need not be issued at the same time and, unless otherwise so provided, may be reopened for issuances of additional senior
notes of such series; and
WHEREAS, all things necessary
to authorize the execution and delivery of this Forty-Seventh Supplemental Indenture and make it a valid and binding agreement of the
Company, in accordance with its terms, have been done.
NOW THEREFORE, in consideration
of the agreements and obligations set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:
Article I
5.150% SENIOR NOTES DUE 2036
Section 1.01
Establishment. There is hereby established a new series of senior notes to be issued under the Indenture, to be designated
as the Company’s 5.150% Senior Notes due 2036 (the “Senior Notes”).
There are to be authenticated
and delivered Senior Notes, initially limited in aggregate principal amount to $500,000,000, and no further Senior Notes shall be authenticated
and delivered except as provided by Sections 2.8, 2.9, 2.11, 8.5 or 12.3 of the Original Indenture and the terms of this Forty-Seventh
Supplemental Indenture; provided, however, that the Company may re-open this series of Senior Notes and the aggregate principal
amount of the Senior Notes may be increased in the future, without the consent of the holders of the Senior Notes, with the same ranking,
interest rate, maturity date and other terms and with the same CUSIP and ISIN numbers as the Senior Notes other than with respect to:
(i) the date of issuance, (ii) the issue price and (iii) the date from which interest shall accrue and the amount of interest payable
on the first Interest Payment Date (as defined below) following the issuance of any such additional Senior Notes (which terms shall be
set forth in a Board Resolution accompanying the Order pursuant to which any such additional Senior Notes are authenticated). Any such
additional Senior Notes and the Senior Notes established pursuant hereto shall be considered collectively as a single class for all purposes
of the Indenture; provided that such additional Senior Notes are fungible for United States federal income tax purposes with any
then-existing Senior Notes. The Senior Notes shall be issued in fully registered form.
The Senior Notes shall be
issued in the form of one or more Global Securities (as defined below) in substantially the form set out in Exhibit A hereto.
The form of the Trustee’s
Certificate of Authentication for the Senior Notes shall be substantially in the form set forth in Exhibit B hereto.
Each Senior Note shall be
dated the date of authentication thereof and shall bear interest from the date of original issuance thereof or from the most recent Interest
Payment Date on which interest has been paid or duly provided for.
Section 1.02
Definitions. The following defined terms used herein shall, unless the context otherwise requires, have the meanings specified
below. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Original Indenture.
“Global Security”
means, with respect to any series of securities, a security authenticated and delivered under the Original Indenture executed by the Company
and held by the Trustee as custodian for the Depositary, all in accordance with the Original Indenture, which shall be registered in the
name of the Depositary or its nominee.
“Interest Payment
Date” means May 14 and November 14 of each year, commencing on November 14, 2026.
“Regular Record Date”
means, with respect to each Interest Payment Date, the close of business on May 1 or November 1 immediately preceding such Interest Payment
Date.
“Stated Maturity”
means May 14, 2036.
Section 1.03
Payment of Principal and Interest. If not previously redeemed, the principal of the Senior Notes shall be due at the Stated
Maturity. The unpaid and outstanding principal amount of the Senior Notes, and any overdue installment of interest thereon to the extent
permitted by law, shall bear interest at the rate of 5.150% per year until paid or made available for payment, such interest to accrue
from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid, from
May 14, 2026. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing on November 14, 2026, to the Person
in whose name the Senior Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest
payable at the Stated Maturity or on a redemption date as provided herein will be paid to the Person to whom principal is payable. Any
such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record
Date and may be paid as provided in Section 2.7 of the Original Indenture.
2
Payments of interest on the
Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Senior Notes
shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest
is payable on the Senior Notes is not a Business Day, then payment of the interest payable on such date will be made on the next succeeding
day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such next succeeding
Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally payable.
Payment of the principal,
premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, the Senior Notes shall be made upon surrender
of the Senior Notes at the Corporate Trust Office of the Trustee. The principal of and interest on the Senior Notes shall be paid in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Payments
of interest (including interest on an Interest Payment Date) will be made, subject to such surrender where applicable, at the option of
the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security register or
(ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing
to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.
Section 1.04
Denominations. The Senior Notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
Section 1.05
Global Securities. The Senior Notes will initially be issued in the form of one or more Global Securities registered in
the name of the Depositary (which initially shall be The Depository Trust Company (“DTC”)) or its nominee. Except under
the limited circumstances described below, Senior Notes represented by Global Securities will not be exchangeable for, and will not otherwise
be issuable as, Senior Notes in definitive form. The Global Securities described above may not be transferred except by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or to a successor
Depositary or its nominee.
Owners of beneficial interests
in such Global Securities will not be considered the holders thereof for any purpose under the Indenture, and no Global Security representing
a Senior Note shall be exchangeable, except for another Global Security of like denomination and tenor to be registered in the name of
the Depositary or its nominee or to a successor Depositary or its nominee. The rights of holders of such Global Securities shall be exercised
only through the Depositary.
A Global Security shall be
exchangeable for Senior Notes registered in the names of Persons other than the Depositary or its nominee only as provided by Section
2.8(5) of the Original Indenture. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for
Senior Notes registered in such names as the Depositary shall direct.
3
Section 1.06
Transfer. No service charge will be made for any registration of transfer or exchange of Senior Notes, but payment will
be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
Section 1.07
Defeasance. The provisions of Sections 10.4 and 10.5 of the Original Indenture will apply to the Senior Notes.
Section 1.08
Redemption at the Option of the Company. Prior to February 14, 2036 (three months prior to maturity) (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 (expressed as a percentage of principal amount and rounded to three decimal places) 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.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be
determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily
by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield
or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board
of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation
or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the
“Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the
two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding
to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date
on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the redemption date.
4
If on the third business day
preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum
equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption
date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there
is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a
maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date
following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call
Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities
meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities
the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United
States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph,
the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked
prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and
rounded to three decimal places.
The Company’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee
shall have no responsibility to determine or calculate the redemption price or the Treasury Rate.
If any Senior Note is to be
redeemed in part only, the notice of redemption that relates to the Senior Note will state the portion of the principal amount of the
Senior Note to be redeemed. A new Senior Note in a principal amount equal to the unredeemed portion of the Senior Note will be issued
in the name of the holder of the Senior Note upon surrender for cancellation of the original Senior Note. For so long as the Senior Notes
are held by DTC (or another depositary), the redemption of the Senior Notes shall be done in accordance with the policies and procedures
of the depositary.
Unless the Company defaults
in payment of the redemption price, on and after the redemption date interest will cease to accrue on the notes or portions thereof called
for redemption.
Notwithstanding Section 12.2
of the Original Indenture, notice of any redemption pursuant to this Section 1.08 of the Supplemental Indenture will be mailed
or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but no more
than 60 days before the redemption date to each holder of the Senior Notes to be redeemed at its registered address.
Section 1.09
Selection of Senior Notes to be Redeemed. In the case of a partial redemption of Senior Notes not held by DTC (or another
depositary), selection of the Senior Notes for redemption will be made by lot. No Senior Notes of a principal amount of $2,000 or less
will be redeemed in part.
5
Section 1.10
Further Issues. The Company may from time to time, without notice to or the consent of the registered holders of Senior
Notes, create and issue further notes ranking equally with the Senior Notes in all respects. Such further notes may be consolidated and
form a single series with the Senior Notes and have the same terms as to status, redemption or otherwise as the notes (other than the
issue date of such further notes and first payment of interest following the issue date of such further Senior Notes); provided
that such additional Senior Notes are fungible for United States Federal income tax purposes with any then-existing Senior Notes.
Article II
MISCELLANEOUS PROVISIONS
Section 2.01
Recitals by the Company. The recitals in this Forty-Seventh Supplemental Indenture are made by the Company only and not
by the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Forty-Seventh Supplemental Indenture or of the Senior Notes. The Trustee shall not be accountable for the use or
application by the Company of the Senior Notes or the proceeds thereof. All of the provisions contained in the Original Indenture in respect
of the rights, privileges, immunities, powers and duties of the Trustee shall be applicable in respect of the Senior Notes and of this
Forty-Seventh Supplemental Indenture as fully and with like effect as if set forth herein in full.
Section 2.02
Amendment to Sections 2.05 and 2.06 of the Original Indenture Relating to the Execution of Securities and the Certificate of
Authentication. Sections 2.05 and 2.06 of the Original Indenture are amended and restated, with respect to the Senior Notes issued
on the date hereof, to read as follows:
Section 2.05 Execution
of Securities. The Securities and, if applicable, each Coupon appertaining thereto shall be signed on behalf of the Issuer by the
chairman or vice chairman of its Board of Directors or its president or any executive, senior or other vice president or its treasurer,
but need not, be attested. Such signatures may be the manual, facsimile or electronic signatures of the present or any future such officers.
Typographical and other minor errors or defects in any such signature shall not affect the validity or enforceability of any Security
that has been duly authenticated and delivered by the Trustee.
In case any officer of
the Issuer who shall have signed any of the Securities or Coupons, if any, shall cease to be such officer before the Security or Coupon
so signed (or the Security to which the Coupon so signed appertains) shall be authenticated and delivered by the Trustee or disposed of
by the Issuer, such Security or Coupon nevertheless may be authenticated and delivered or disposed of as though the person who signed
such Security or Coupon had not ceased to be such officer of the Issuer; and any Security or Coupon may be signed on behalf of the Issuer
by such persons as, at the actual date of the execution of such Security or Coupon, shall be the proper officers of the Issuer, although
at the date of the execution and delivery of this Indenture any such person was not such an officer.
6
Section 2.06 Certificate
of Authentication. Only such Securities as shall bear thereon a certificate of authentication substantially in the form herein before
recited, executed by the Trustee by the manual, facsimile or electronic signature of one of its authorized signatories, shall be entitled
to the benefits of this Indenture or be valid or obligatory for any purpose. No Coupon shall be entitled to the benefits of this Indenture
or shall be valid and obligatory for any purpose until the certificate of authentication on the Security to which such Coupon appertains
shall have been duly executed by the Trustee. The execution of such certificate by the Trustee upon any Security executed by the Issuer
shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the Holder
is entitled to the benefits of this Indenture.
Section 2.03
Ratification and Incorporation of Original Indenture. As supplemented hereby, the Original Indenture is in all respects
ratified and confirmed, and the Original Indenture and this Forty-Seventh Supplemental Indenture shall be read, taken and construed as
one and the same instrument.
Section 2.04
Executed in Counterparts. This Forty-Seventh Supplemental Indenture may be simultaneously executed in several counterparts,
each of which shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. The
exchange of copies of this Forty-Seventh Supplemental Indenture and of manual, facsimile or electronic signature pages shall constitute
effective execution and delivery of this Supplemental Indenture as to the parties hereto.
Section 2.05
New York Law to Govern. This Forty-Seventh Supplemental Indenture and each Senior Note shall be deemed to be a contract
under the laws of the state of New York, and for all purposes shall be construed in accordance with the laws of such state, except as
may be required by mandatory provisions of law.
7
IN WITNESS WHEREOF, each party
hereto has caused this instrument to be signed in its name and behalf by its duly authorized officers, all as of the day and year first
above written.
AFLAC INCORPORATED,
as Issuer
By
/s/
Sebastian Cahill
Name:
Sebastian Cahill
Title:
Vice President and Treasurer
[Signature Page to Forty-Seventh
Supplemental Indenture]
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
By
/s/
Ann M. Dolezal
Name:
Ann M. Dolezal
Title:
Vice President
[Signature Page to Forty-Seventh
Supplemental Indenture]
Exhibit
A
Global Note
5.150% Senior Note due 2036
THIS NOTE IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE FORTY-SEVENTH SUPPLEMENTAL INDENTURE TO THE ORIGINAL INDENTURE HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION), TO AFLAC INCORPORATED
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
No. ____
CUSIP No. 001055 CH3
ISIN No. US001055CH35
AFLAC INCORPORATED
5.150% Senior Notes due 2036
Principal Amount:
$ ______________
Regular Record Date:
with respect to each Interest Payment Date, the close of business on May 1 or November 1 immediately preceding such Interest Payment Date
Original Issue Date:
May 14, 2026
Stated Maturity:
May 14, 2036
Interest Payment Dates:
May 14 and November 14, commencing on November 14, 2026
Interest Rate:
5.150% per year
Authorized Denomination:
$2,000 and integral multiples of $1,000 in excess thereof
A-1
Aflac Incorporated, a Georgia
corporation (the “Company,” which term includes any successor corporation under the Indenture referred to on the reverse
hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________ DOLLARS
($___________) on the Stated Maturity shown above, and to pay interest thereon, and on any overdue installment of interest thereon to the extent
permitted by law, from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest
has been paid, from the Original Issue Date shown above, semi-annually in arrears on each Interest Payment Date as specified above, commencing
on November 14, 2026, and on the Stated Maturity at the rate per year shown above until the principal hereof or such overdue installment
is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on an Interest Payment Date
(other than an Interest Payment Date that is the Stated Maturity) will, as provided in the Indenture, be paid to the Person in whose
name this Note (as defined on the reverse hereof) is registered at the close of business on the Regular Record Date as specified above
next preceding such Interest Payment Date, provided that any interest payable at the Stated Maturity or on a redemption date will
be paid to the Person to whom principal is payable. Except as otherwise provided in the Indenture, any such interest that is not so punctually
paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid as provided in
Section 2.7 of the Original Indenture.
Payments of interest on this
Note (as defined on the reverse hereof) will include interest accrued to but excluding the respective Interest Payment Dates. Interest
payments for this Note shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that
any date on which interest is payable on this Note is not a Business Day, then payment of the interest payable on such date will be made
on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that,
if such next succeeding Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on the date the payment was originally payable.
Payment of the principal,
premium, if any, and interest due at the Stated Maturity of, or on a redemption date for, this Note shall be made upon surrender of this
Note at the Corporate Trust Office of the Trustee. The principal of and interest on this Note shall be paid in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and private debts. Payment of interest (including
interest on an Interest Payment Date) will be made, subject to such surrender where applicable, at the option of the Company, (i) by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security register or (ii) by wire transfer at
such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15
days prior to the date for payment by the Person entitled thereto.
The Senior Notes (as defined
on the reverse hereof) will be unsecured obligations of the Company and will rank equally in right of payment with all the other unsecured,
unsubordinated indebtedness of the Company from time to time outstanding. The Senior Notes will rank senior to any subordinated indebtedness
of the Company.
A-2
REFERENCE IS HEREBY MADE TO
THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT
AS IF SET FORTH AT THIS PLACE.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual, facsimile or electronic signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
A-3
IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed.
AFLAC INCORPORATED,
as Issuer
By:
Name:
Title:
Attest:
Name:
Title:
A-4
CERTIFICATE OF AUTHENTICATION
This is one of the 5.150%
Senior Notes due 2036 referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
Dated:
By
Authorized Signatory
A-5
(Reverse Side of Note)
This note (the “Note”)
represents one of a duly authorized issue of senior notes of the Company issued and issuable in one or more series under a Senior Indenture
dated as of May 21, 2009 (the “Original Indenture”), as supplemented and amended by the Forty-Seventh Supplemental
Indenture dated as of May 14, 2026 (the “Forty-Seventh Supplemental Indenture” and, together with the Original Indenture,
the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,”
which term includes any successor trustee under the Indenture), to which Indenture and all indentures incidental thereto reference is
hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee
and the holders of the Senior Notes (as defined below) issued thereunder and of the terms upon which said Senior Notes are, and are to
be, authenticated and delivered. The Securities represented by this Note are one of the series designated on the face hereof as 5.150%
Senior Notes due 2036 (the “Senior Notes”), initially limited in aggregate principal amount to $500,000,000; provided,
however, that the aggregate principal amount of the Senior Notes may be increased in the future, without the consent of the holders
of the Senior Notes, as provided in the Forty-Seventh Supplemental Indenture. Capitalized terms used herein for which no definition is
provided herein shall have the meanings set forth in the Indenture.
This Note is exchangeable
in whole or from time to time in part for Senior Notes of this series in definitive registered form only as provided in the Indenture.
If an Event of Default with
respect to the Senior Notes shall occur and be continuing, the principal of the Senior Notes may be declared due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
The Indenture permits, with
certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the
rights of the holders of the Senior Notes under the Indenture at any time by the Company and the Trustee with the consent of the holders
of not less than a majority in aggregate principal amount of the Senior Notes at the time Outstanding. The Indenture also contains provisions
permitting the holders of specified percentages in principal amount of the Senior Notes at the time Outstanding, on behalf of the holders
of all Senior Notes, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the holder of this Note shall be conclusive and binding upon such holder and upon
all future holders of this Note and of any Senior Note issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon this Note.
The Indenture contains provisions
for defeasance at any time of (i) the entire indebtedness of the Company pursuant to this Note and (ii) restrictive covenants and the
related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Note.
A-6
Prior to February 14, 2036 (three months prior
to maturity) (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 (expressed as a percentage of principal amount and rounded to three decimal places) 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.
“Treasury Rate”
means, with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
The Treasury Rate shall be
determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily
by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield
or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board
of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation
or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal”
(or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable:
(1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the Par Call Date (the
“Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the
two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding
to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date
on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if
there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury
constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or
maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury
constant maturity from the redemption date.
A-7
If on the third business day
preceding the redemption date H.15 TCM is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum
equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption
date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there
is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a
maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date
following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the Par Call
Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities
meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States Treasury securities
the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United
States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph,
the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked
prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and
rounded to three decimal places.
The Company’s actions
and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee
shall have no responsibility to determine or calculate the redemption price or the Treasury Rate.
If any Senior Note is to be
redeemed in part only, the notice of redemption that relates to the Senior Note will state the portion of the principal amount of the
Senior Note to be redeemed. A new Senior Note in a principal amount equal to the unredeemed portion of the Senior Note will be issued
in the name of the holder of the Senior Note upon surrender for cancellation of the original Senior Note. For so long as the Senior Notes
are held by DTC (or another depositary), the redemption of the Senior Notes shall be done in accordance with the policies and procedures
of the depositary.
Notice of any redemption at
the option of the Company will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s
procedures) at least 10 days but no more than 60 days before the redemption date to each holder of the Senior Notes to be redeemed at
its registered address.
No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest on this Note at the time, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Security register, upon surrender
of this Note for registration of transfer at the office or agency of the Company for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company or the Security registrar and duly executed by, the holder hereof
or his attorney duly authorized in writing, and thereupon one or more new Senior Notes, of authorized denominations and of like tenor
and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made
for any such exchange or registration of transfer, but the Company will require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
A-8
Prior to due presentment of
this Note for registration of transfer, the Company, the Trustee, any Person authorized by the Company to pay the principal of or any
premium or interest on any Senior Note on behalf of the Company (a “Paying Agent”) and the Security registrar may deem
and treat the Person in whose name this Note is registered as the absolute owner hereof for all purposes, whether or not this Note be
overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security registrar, and neither the
Company nor the Trustee nor any Paying Agent nor the Security registrar shall be affected by notice to the contrary.
The Senior Notes are issuable
only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided in
the Indenture and subject to certain limitations therein set forth, Senior Notes are exchangeable for a like aggregate principal amount
of Senior Notes of a different authorized denomination, as requested by the holder surrendering the same upon surrender of the Senior
Note or Senior Notes to be exchanged at the office or agency of the Company.
No recourse shall be had for
payment of the principal of or interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture, against any incorporator, as such or against any past, present or future shareholder, officer or director, as
such, of the Company or of any successor, either directly or through the Company or any successor, under any rule, law statute or constitutional
provision, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly
waived and released, by the acceptance hereof and as part of the consideration for the issuance hereof.
Unless the certificate of
authentication hereon has been executed by the Trustee by manual, facsimile or electronic signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purpose.
This Note shall be governed
by, and construed in accordance with, the internal laws of the state of New York.
A-9
ABBREVIATIONS
The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM – as tenants in common
UNIF GIFT MIN ACT – Custodian under Uniform Gift to Minors Act
TEN ENT – as tenants by the entireties
(State)
JT TEN – as joint tenants with rights of survivorship and not as tenants in common
CUST – Custodian
Additional abbreviations may also be used
though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s)
and transfer(s) unto
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
POSTAL ZIP CODE OF ASSIGNEE
(please insert Social Security or other identifying
number of assignee) the within Note and all rights thereunder, hereby irrevocably constituting and appointing
agent to transfer said Note on the books of the
Company, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular
without alteration or enlargement, or any change whatever.
A-10
Exhibit
B
Certificate of Authentication
This is one of the 5.150%
Senior Notes due 2036 referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
Dated:
By.
Authorized Signatory
B-1
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2614650d1_ex5-1.htm · Sequence: 4
Exhibit 5.1
Audrey Boone Tillman, Esq.
Senior Executive Vice President & General Counsel
Re: Aflac Incorporated Registration
Statement on Form S-3
Ladies and Gentlemen:
I am the Senior Executive Vice President and General
Counsel to Aflac Incorporated, a Georgia corporation (the “Company”), and as such have acted as counsel for the Company in
connection with the registration of $500,000,000 aggregate principal amount of its 5.150% Senior Notes due 2036 (the “Notes”),
under a Registration Statement on Form S-3 (333-281977) filed on September 6, 2024 with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the “Securities Act”). The Notes were offered for sale pursuant to the base prospectus
accompanying the Registration Statement, as supplemented by a prospectus supplement relating to the Notes dated May 11, 2026 (the base
prospectus, the prospectus supplement and any amendments thereto, collectively, the “Prospectus”). The Notes are to be 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” and, together with Base Indenture, the “Indenture”),
between the Company and the Trustee.
This opinion is being furnished in accordance with
the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with rendering the opinions set forth
below, I, or attorneys under my supervision, have examined the Registration Statement, the Prospectus contained therein, the Indenture,
the Articles of Incorporation of the Company, as certified by the Secretary of State of the State of Georgia, the Bylaws of the Company,
as certified by J. Matthew Loudermilk, Corporate Secretary of the Company, resolutions of the Board of Directors of the Company adopted
on August 13, 2024 and February 10, 2026, as certified by J. Matthew Loudermilk, Corporate Secretary of the Company. I have also examined
originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates
and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents
as I have deemed necessary or appropriate as a basis for the opinions set forth below. In my examination, I have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity
to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies, and the authenticity
of the originals of such copies. I have also made such other investigation as I have deemed appropriate.
Based upon the foregoing, I am of the opinion that:
1. The
Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Georgia, with
the corporate power and authority to execute and deliver the Indenture and the Notes.
2. The
Company has taken all necessary corporate action to authorize the execution and delivery of the Indenture and the Notes and to perform
its obligations thereunder.
The opinions set forth above are subject to the
following qualifications, exclusions and limitations:
(a) I
express no opinion with respect to the execution, delivery, validity, binding effect or enforceability of any of the Indenture and the
Notes.
(b) My
opinions are limited to the laws of the State of Georgia, and I do not express any opinion concerning any other law. Without limiting
the generality of the foregoing, I express no opinion with respect to any securities laws or regulations.
The foregoing opinions are being furnished only
for the purpose referred to in the first paragraph of this opinion letter. I hereby consent to the filing of this opinion as Exhibit 5.1
to a Current Report on Form 8-K being filed on the date hereof, and incorporated by reference into the Registration Statement. I
also hereby consent to the use of my name under the caption “Validity of the Notes” in the Prospectus. In giving this consent,
I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act or the rules
and regulations of the Commission promulgated thereunder.
The opinions set forth herein are made as of the
date hereof, and I assume no obligation to supplement this opinion letter if any applicable laws change after the date hereof or if I
become aware after the date hereof of any facts that might change the opinions expressed herein.
Very truly yours,
/s/
Audrey B. Tillman, Esq.
Audrey B. Tillman, Esq.
Senior Executive Vice President &
General Counsel
EX-5.2 — EXHIBIT 5.2
EX-5.2
Filename: tm2614650d1_ex5-2.htm · Sequence: 5
Exhibit 5.2
Skadden,
Arps, Slate, Meagher & Flom llp
One Manhattan West
New York,
NY 10001
________
TEL: (212) 735-3000
FAX: (212) 735-2000
www.skadden.com
FIRM/AFFILIATE
OFFICES
_______
BOSTON
CHICAGO
HOUSTON
LOS ANGELES
PALO ALTO
WASHINGTON, D.C.
WILMINGTON
______
ABU DHABI
BEIJING
BRUSSELS
FRANKFURT
HONG KONG
LONDON
MUNICH
PARIS
SÃO PAULO
SEOUL
SINGAPORE
TOKYO
TORONTO
May 14, 2026
Aflac Incorporated
1932 Wynnton Road
Columbus, Georgia 31999
RE: Aflac Incorporated
Registration Statement
on Form S-3
Ladies and Gentlemen:
We have acted as special United States counsel to
Aflac Incorporated, a Georgia corporation (the “Company”), in connection with the public offering of $500,000,000 aggregate
principal amount of its 5.150% Senior Notes due 2036 (the “Notes”) to be issued under the Indenture, dated as of May
21, 2009 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee
(in such capacity, the “Trustee”), as supplemented by the Forty-Seventh Supplemental Indenture (the “Supplemental
Indenture” and, together with the Base Indenture, the “Indenture”), dated as of the date hereof between the
Company and the Trustee.
This opinion letter is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).
In rendering the opinion stated herein, we have examined
and relied upon the following:
(a) the
registration statement on Form S-3ASR (File No. 333-281977) of the Company relating to debt securities and other securities of the
Company filed with the Securities and Exchange Commission (the “Commission”) on September 6, 2024, under the Securities
Act, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules
and Regulations”), including the information deemed to be a part of the registration statement pursuant to Rule 430B of the
Rules and Regulations (such registration statement being hereinafter referred to as the “Registration Statement”);
Aflac Incorporated
May 14, 2026
Page 2
(b) the
prospectus, dated September 6, 2024 (the “Base Prospectus”), relating to debt securities and other securities of the
Company, which forms a part of and is included in the Registration Statement;
(c) the
preliminary prospectus supplement, dated May 11, 2026 (together with the Base Prospectus, the “Preliminary Prospectus”),
relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations;
(d) the
prospectus supplement, dated May 11, 2026 (the “Prospectus Supplement” and, together with the Base Prospectus, the
“Prospectus”), relating to the offering of the Notes, in the form filed with the Commission pursuant to Rule 424(b)
of the Rules and Regulations;
(e) an executed
copy of the Underwriting Agreement, dated May 11, 2026 (the “Underwriting Agreement”), among Goldman Sachs & Co.
LLC, Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several
underwriters named therein (the “Underwriters”), and the Company, relating to the issuance and sale by the Company
to the Underwriters of the Notes;
(f) an executed
copy of the Base Indenture;
(g) an executed
copy of the Supplemental Indenture; and
(h) the
global certificate evidencing the Notes, executed by the Company and registered in the name of Cede & Co. (the “Note Certificate”),
delivered by the Company to the Trustee for authentication and delivery.
We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials,
certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate
as a basis for the opinion stated below.
In our examination, we have assumed the genuineness
of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,
certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinion stated
herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives
of the Company and others and of public officials, including the factual representations and warranties contained in the Underwriting
Agreement.
Aflac Incorporated
May 14, 2026
Page 3
We do not express any opinion with respect to the
laws of any jurisdiction other than the laws, of the State of New York (the “Opined-on Law”).
As used herein, “Transaction Documents”
means the Underwriting Agreement, the Indenture and the Note Certificate.
Based upon the foregoing and subject to the qualifications
and assumptions stated herein, we are of the opinion that the Note Certificate, when duly authenticated by the Trustee and issued and
delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, the Note
Certificate will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms
under the laws of the State of New York.
The opinion stated herein is subject to the following
assumptions and qualifications:
(a) we do
not express any opinion with respect to the effect on the opinion stated herein of any bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinion
stated herein is limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement is
sought in equity or at law);
(b) we do
not express any opinion with respect to any law, rule, regulation or order that is applicable to any party to any of the Transaction Documents
or the transactions contemplated thereby solely because such law, rule, regulation or order is part of a regulatory regime applicable
to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c) except
to the extent expressly stated in the opinion contained herein, we have assumed that each of the Transaction Documents constitutes the
valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;
(d) we do
not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification,
contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions having similar effect
that may be contrary to public policy or violative of federal or state securities laws, rules, regulations or orders, or to the extent
any such provision purports to waive or alter, or has the effect of waiving or altering, any statute of limitations;
(e) we do
not express any opinion whether the execution or delivery of any Transaction Document by the Company, or the performance by the Company
of its obligations under any Transaction Document will constitute a violation of, or a default under, any covenant, restriction or provision
with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company or any of its
subsidiaries;
Aflac Incorporated
May 14, 2026
Page 4
(f) the
opinion stated herein is limited to the agreements and documents specifically identified in the opinion contained herein (the “Specified
Documents”) without regard to any agreement or other document referenced in any Specified Document (including agreements or
other documents incorporated by reference or attached or annexed thereto) and without regard to any other agreement or document relating
to any Specified Document that is not a Transaction Document;
(g) subsequent
to the effectiveness of the Indenture and immediately prior to the effectiveness of the Supplemental Indenture, the Indenture has not
been amended, restated, supplemented or otherwise modified in any way that affects or relates to the Note Certificate other than by the
applicable Transaction Documents relating to such Notes;
(h) to the
extent that any opinion relates to the enforceability of the choice of New York law provisions contained in any Transaction Document,
the opinion stated herein is subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions
and limitations in New York General Obligations Law Sections 5-1401 and (ii) principles of comity and constitutionality;
(i) we do not express any opinion
with respect to the enforceability of any provision contained in any Transaction Document providing for indemnity by any party thereto
against any loss in obtaining the currency due to such party under any Transaction Document from a court judgment in another currency;
and
(j) this
opinion letter shall be interpreted in accordance with customary practice of United States lawyers who regularly give opinions in transactions
of this type. [NTD: Although there is no cross-border element to this deal, since the SEC Staff takes the position that investors can
rely on the opinion, we include this to protect the firm since the investors are not represented by counsel]
In addition, in rendering the foregoing opinion we
have also assumed that, at all applicable times:
(a) the
Company (i) was duly incorporated and was validly existing and in good standing, (ii) had requisite legal status and legal capacity under
the laws of the jurisdiction of its organization and (iii) has complied and will comply with all aspects of the laws of the jurisdiction
of its organization in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction
Documents;
(b) the
Company had the corporate power and authority to execute, deliver and perform all of its obligations under each of the Transaction Documents;
(c) each
of the Transaction Documents had been duly authorized, executed and delivered by all requisite corporate action on the part of the Company;
Aflac Incorporated
May 14, 2026
Page 5
(d) neither
the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder,
including the issuance and sale of the Notes: (i) conflicted or will conflict with the certificate of incorporation, by-laws or any other
comparable organizational document of the Company, (ii) constituted or will constitute a violation of, or a default under, any lease,
indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make the assumption set
forth in this clause (iii) with respect to those agreements or instruments expressed to be governed by the laws of the State of New
York which are listed in Part II of the Registration Statement or the Company’s Annual Report on Form 10-K for the year
ended December 31, 2025), (iv) contravened or will contravene any order or decree of any governmental authority to which the Company
or its property is subject, or (v) violated or will violate any law, rule or regulation to which the Company or its property is subject
(except that we do not make the assumption set forth in this clause (v) with respect to the Opined-on Law); and
(e) neither
the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder,
including the issuance and sale of the Notes, required or will require the consent, approval, licensing or authorization of, or any filing,
recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.
We hereby consent to the reference to our firm under
the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations.
We also hereby consent to the filing of this opinion letter with the Commission as an exhibit to the Company’s Current Report on
Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. This opinion letter is expressed
as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the
facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher
& Flom LLP
DSY
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