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Aflac (AFL) sells multiple yen senior note tranches maturing 2029–2036

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

Aflac Incorporated has issued four tranches of senior unsecured notes in the Japanese market. The company sold ¥3,100,000,000 of 2.117% Senior Notes due 2029, ¥41,800,000,000 of 2.802% Senior Notes due 2031, ¥13,100,000,000 of 3.123% Senior Notes due 2033, and ¥7,900,000,000 of 3.482% Senior Notes due 2036 in a public offering under its shelf registration.

The notes pay interest semi-annually on May 28 and November 28, starting November 28, 2026, and are redeemable at par at the company’s option on specified par call dates before maturity. They rank equally with Aflac’s other existing and future unsecured senior debt, are governed by an existing indenture and supplemental indentures, and the net proceeds are earmarked for general corporate purposes.

Positive

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Negative

  • None.

Insights

Aflac adds yen senior debt across staggered maturities on standard terms.

Aflac issued four yen-denominated senior note tranches maturing between 2029 and 2036, with coupons from 2.117% to 3.482%. All are unsecured senior obligations ranking pari passu with existing senior debt, and proceeds are for general corporate purposes.

The notes include standard events of default and are issued under Aflac’s long-standing indenture with The Bank of New York Mellon Trust Company, N.A., plus new supplemental indentures for each series. Optional par calls before maturity give the company flexibility to refinance if conditions change.

Because this is a routine public debt issuance under an effective shelf registration, with no unusual covenants or use-of-proceeds language in the excerpt, it reads as a standard liability management and funding action rather than a thesis-changing event for equity holders.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
2029 Notes size ¥3,100,000,000 Aggregate principal amount of 2.117% Senior Notes due 2029
2031 Notes size ¥41,800,000,000 Aggregate principal amount of 2.802% Senior Notes due 2031
2033 Notes size ¥13,100,000,000 Aggregate principal amount of 3.123% Senior Notes due 2033
2036 Notes size ¥7,900,000,000 Aggregate principal amount of 3.482% Senior Notes due 2036
2029 coupon 2.117% per annum Interest rate on 2029 Senior Notes
2031 coupon 2.802% per annum Interest rate on 2031 Senior Notes
2033 coupon 3.123% per annum Interest rate on 2033 Senior Notes
2036 coupon 3.482% per annum Interest rate on 2036 Senior Notes
Senior Notes financial
"aggregate principal amount of 2.117% Senior Notes due 2029"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
Indenture financial
"The Notes were issued under an indenture, dated as of May 21, 2009"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
par call date financial
"early redemption with a par call date of February 25, 2029"
The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.
events of default financial
"Each Indenture provides for customary events of default, including, among other things, nonpayment"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
Registration Statement on Form S-3ASR regulatory
"public offering pursuant to the Company’s Registration Statement on Form S-3ASR"
A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.
Understanding 8-K Material Events →
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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 21, 2026

 

 

Aflac Incorporated

(Exact name of registrant as specified in its charter)

 

Georgia 001-07434 58-1167100

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

1932 Wynnton Road, Columbus, Georgia   31999
(Address of principal executive offices)   (Zip Code)

 

706.323.3431

(Registrant’s telephone number, including area code)

 

 

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

 

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

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading
Symbol(s)		   Name of each exchange
 on which registered
Common Stock, $.10 Par Value   AFL   New York Stock Exchange

 

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

 

Emerging growth company ¨

 

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

 

 

 

 

Item 8.01Other Events.

 

Registered Senior Notes Offering

 

On May 28, 2026, Aflac Incorporated, a Georgia corporation (the “Company”), issued (i) ¥3,100,000,000 aggregate principal amount of 2.117% Senior Notes due 2029 (the “2029 Notes”), (ii) ¥41,800,000,000 aggregate principal amount of 2.802% Senior Notes due 2031 (the “2031 Notes”), (iii) ¥13,100,000,000 aggregate principal amount of 3.123% Senior Notes due 2033 (the “2033 Notes”) and (iv) ¥7,900,000,000 aggregate principal amount of 3.482% Senior Notes due 2036 (the “2036 Notes” and, together with the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The Notes were offered by the Company 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 21, 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 21, 2026 (the “Underwriting Agreement”), by and among the Company and the several underwriters included on Schedule 1 thereto, for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Morgan Stanley & Co. International plc and MUFG Securities EMEA plc acted as representatives. The Underwriting Agreement contains customary terms, conditions, representations and warranties and indemnification provisions.

 

The 2029 Notes bear interest at the rate of 2.117% per annum from and including their date of issuance to, but excluding, May 25, 2029, or early redemption with a par call date of February 25, 2029. The 2031 Notes bear interest at the rate of 2.802% per annum from and including their date of issuance to, but excluding, December 17, 2031, or early redemption with a par call date of September 17, 2031. The 2033 Notes bear interest at the rate of 3.123% per annum from and including their date of issuance to, but excluding, May 27, 2033, or early redemption with a par call date of February 27, 2033. The 2036 Notes bear interest at the rate of 3.482% per annum from and including their date of issuance to, but excluding, May 28, 2036, or early redemption with a par call date of November 28, 2035. Interest on the Notes is payable semi-annually in arrears on May 28 and November 28 each year, beginning on November 28, 2026, except that the final interest payment dates, in the case of the 2029 Notes, the 2031 Notes and the 2033 Notes, shall be the respective maturity dates of the 2029 Notes (short last coupon), the 2031 Notes (long last coupon) and the 2033 Notes (short last coupon). On or after the applicable par call date, the applicable series of Notes will be redeemable in whole or in part from time to time, at the sole option of the Company, at a redemption price equal to 100% of the aggregate principal amount of the applicable series of Notes to be redeemed plus accrued and unpaid interest on the principal amount of the Notes to be redeemed, if any, to, but excluding, 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 (i) a forty-eighth supplemental indenture, dated as of May 28, 2026 (the “Forty-Eighth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2029 Notes, (ii) a forty-ninth supplemental indenture, dated as of May 28, 2026 (the “Forty-Ninth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2031 Notes, (iii) a fiftieth supplemental indenture, dated as of May 28, 2026 (the “Fiftieth Supplemental Indenture”) between the Company and the Trustee, in the case of the 2033 Notes and (iv) a fifty-first supplemental indenture, dated as of May 28, 2026 (the “Fifty-First Supplemental Indenture”) between the Company and the Trustee, in the case of the 2036 Notes. As used herein, the term “Indenture” means the Base Indenture as supplemented by (i) in the case of the 2029 Notes, the Forty-Eighth Supplemental Indenture, (ii) in the case of the 2031 Notes, the Forty-Ninth Supplemental Indenture, (iii) in the case of the 2033 Notes, the Fiftieth Supplemental Indenture and (iv) in the case of the 2036 Notes, the Fifty-First Supplemental Indenture. Each Indenture provides for customary events of default, including, among other things, nonpayment, failure to comply with the other agreements in each 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-Eighth Supplemental Indenture (including the form of 2029 Notes included therein), a copy of which is attached hereto as Exhibit 4.1, the Forty-Ninth Supplemental Indenture (including the form of 2031 Notes included therein), a copy of which is attached hereto as Exhibit 4.2, the Fiftieth Supplemental Indenture (including the form of 2033 Notes included therein), a copy of which is attached hereto as Exhibit 4.3 and the Fifty-First Supplemental Indenture (including the form of 2036 Notes included therein), a copy of which is attached hereto as Exhibit 4.4.

 

 

 

 

ITEM 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

1.1Underwriting Agreement, dated May 21, 2026, between Aflac Incorporated and the several underwriters named in Schedule 1 thereto, for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Morgan Stanley & Co. International plc and MUFG Securities EMEA plc acted as representatives.

 

4.1Forty-Eighth Supplemental Indenture, dated as of May 28, 2026, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.117% Senior Note due 2029).

 

4.2Forty-Ninth Supplemental Indenture, dated as of May 28, 2026, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 2.802% Senior Note due 2031).

 

4.3Fiftieth Supplemental Indenture, dated as of May 28, 2026, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 3.123% Senior Note due 2033).

 

4.4Fifty-First Supplemental Indenture, dated as of May 28, 2026, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 3.428% Senior Note due 2036).

 

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

 

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

 

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

 

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

 

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

 

 

 

 

SIGNATURES

 

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

 

  Aflac Incorporated
   
May 28, 2026 /s/ Robin L. Blackmon
  Robin L. Blackmon
  Senior Vice President, Financial Services
  Chief Accounting Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What new senior notes did Aflac (AFL) issue in May 2026?

Aflac issued four yen-denominated senior note series: ¥3.1B due 2029, ¥41.8B due 2031, ¥13.1B due 2033, and ¥7.9B due 2036, all unsecured senior obligations under its existing indenture.

What are the interest rates on Aflac’s new yen senior notes?

The notes carry fixed coupons: 2.117% for the 2029 Notes, 2.802% for the 2031 Notes, 3.123% for the 2033 Notes, and 3.482% for the 2036 Notes, with interest paid semi-annually in arrears.

When do Aflac’s new senior notes mature and when is interest paid?

The notes mature in 2029, 2031, 2033, and 2036, respectively. Interest is payable semi-annually on May 28 and November 28 each year, beginning November 28, 2026, with final payments aligned to each series’ maturity date.

Can Aflac redeem the new senior notes before maturity?

Yes. Each series is redeemable at Aflac’s option on or after its par call date at 100% of principal plus accrued interest. Par call dates are in 2029, 2031, 2033, and 2035, depending on the specific note series.

How will Aflac use the proceeds from the new senior notes?

Aflac plans to use the net proceeds from the yen-denominated senior note offering for general corporate purposes, providing additional funding flexibility without any more specific allocation disclosed in the excerpt.

How do the new Aflac notes rank versus other company debt?

The new notes are general unsecured obligations of Aflac and rank equally in right of payment with all existing and future unsecured senior indebtedness, as provided under the base indenture and related supplemental indentures.

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