STOCK TITAN

Japan Post cuts Aflac (NYSE: AFL) holdings with 166,000-share sale

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Japan Post Holdings Co., Ltd., a ten percent owner of Aflac Inc., reported open-market sales of Aflac common stock held indirectly through the J&A Alliance Trust. On April 8, 2026, related entities sold a total of 166,000 shares in three tranches at weighted average prices around $111.78, $112.44 and $112.98 per share, with actual trades occurring within stated price ranges. After these transactions, the filing shows 51,723,100 shares of Aflac common stock indirectly owned. The footnotes explain that multiple entities connected to the J&A Alliance Trust may be deemed beneficial owners and each expressly disclaims beneficial ownership beyond its pecuniary interest.

Positive

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Negative

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Insider Japan Post Holdings Co., Ltd.
Role 10% Owner
Sold 166,000 shs ($18.66M)
Type Security Shares Price Value
Sale Common Stock 21,691 $111.78 $2.42M
Sale Common Stock 135,376 $112.44 $15.22M
Sale Common Stock 8,933 $112.98 $1.01M
Holdings After Transaction: Common Stock — 51,867,409 shares (Indirect, See footnote)
Footnotes (1)
  1. The price reported represents the weighted average price of shares of Common Stock of Aflac Inc. (the "Issuer") sold in multiple transactions at prices ranging from $110.94 to $111.94 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range. The reported securities are held directly by J&A Alliance Holdings Corporation ("J&A Holdings"), in its capacity as the trustee of the J&A Alliance Trust (the "Trust"). General Incorporated Association J&A Alliance ("General Incorporated"), Kenji Sano and Tetsuya Numaguchi each may be deemed to beneficially own the securities held by J&A Holdings (in its capacity as trustee of the Trust) because (i) General Incorporated owns J&A Holdings and (ii) Kenji Sano and Tetsuya Numaguchi each own 50% of the equity interests in General Incorporated. Japan Post Holdings Co., Ltd. ("Japan Post") may be deemed to beneficially own the shares of common stock owned directly by J&A Holdings, in its capacity as the trustee of the Trust, due to its role as the sole settlor and beneficiary of the Trust. Each of General Incorporated, Kenji Sano, Tetsuya Numaguchi and Japan Post expressly disclaim beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. The price reported represents the weighted average price of shares of Common Stock of the Issuer sold in multiple transactions at prices ranging from $111.9475 to $112.93 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range. The price reported represents the weighted average price of shares of Common Stock of the Issuer sold in multiple transactions at prices ranging from $112.98 to $113.00 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range.
Shares sold total 166,000 shares Open-market sales of Aflac common stock on April 8, 2026
Tranche 1 average price $111.78 per share First sale tranche; trades ranged from $110.94 to $111.94
Tranche 2 average price $112.44 per share Second sale tranche; trades ranged from $111.9475 to $112.93
Tranche 3 average price $112.98 per share Third sale tranche; trades ranged from $112.98 to $113.00
Shares held after trades 51,723,100 shares Indirect Aflac common stock holdings following final transaction
Sell transactions count 3 transactions All coded as open-market sales (Code S) of common stock
weighted average price financial
"The price reported represents the weighted average price of shares of Common Stock..."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
beneficially own financial
"each may be deemed to beneficially own the securities held by J&A Holdings..."
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest financial
"expressly disclaim beneficial ownership of the reported securities except to the extent of its pecuniary interest therein"
trustee financial
"held directly by J&A Alliance Holdings Corporation ("J&A Holdings"), in its capacity as the trustee of the J&A Alliance Trust"
A trustee is a person or institution legally appointed to hold and manage assets or enforce an agreement on behalf of other people (beneficiaries). Think of a trustee as a neutral referee or custodian who must act in the beneficiaries’ best interests, follow the trust or contract rules, and handle distributions, recordkeeping and enforcement. Investors care because a trustworthy trustee protects their rights, ensures promised payments or remedies are delivered, and can influence recoveries if things go wrong.
ten percent owner financial
"Japan Post Holdings Co., Ltd. is marked as a ten percent owner in the reporting persons section"
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Japan Post Holdings Co., Ltd.

(Last)(First)(Middle)
2-3-1, OTEMACHI, CHIYODA-KU

(Street)
TOKYO100-8791

(City)(State)(Zip)

JAPAN

(Country)
2. Issuer Name and Ticker or Trading Symbol
AFLAC INC [ AFL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/08/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock04/08/2026S21,691D$111.78(1)51,867,409ISee footnote(2)
Common Stock04/08/2026S135,376D$112.44(3)51,732,033ISee footnote(2)
Common Stock04/08/2026S8,933D$112.98(4)51,723,100ISee footnote(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The price reported represents the weighted average price of shares of Common Stock of Aflac Inc. (the "Issuer") sold in multiple transactions at prices ranging from $110.94 to $111.94 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range.
2. The reported securities are held directly by J&A Alliance Holdings Corporation ("J&A Holdings"), in its capacity as the trustee of the J&A Alliance Trust (the "Trust"). General Incorporated Association J&A Alliance ("General Incorporated"), Kenji Sano and Tetsuya Numaguchi each may be deemed to beneficially own the securities held by J&A Holdings (in its capacity as trustee of the Trust) because (i) General Incorporated owns J&A Holdings and (ii) Kenji Sano and Tetsuya Numaguchi each own 50% of the equity interests in General Incorporated. Japan Post Holdings Co., Ltd. ("Japan Post") may be deemed to beneficially own the shares of common stock owned directly by J&A Holdings, in its capacity as the trustee of the Trust, due to its role as the sole settlor and beneficiary of the Trust. Each of General Incorporated, Kenji Sano, Tetsuya Numaguchi and Japan Post expressly disclaim beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
3. The price reported represents the weighted average price of shares of Common Stock of the Issuer sold in multiple transactions at prices ranging from $111.9475 to $112.93 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range.
4. The price reported represents the weighted average price of shares of Common Stock of the Issuer sold in multiple transactions at prices ranging from $112.98 to $113.00 per share. The reporting person will provide to the Issuer, or the Securities and Exchange Commission staff, upon request, information regarding the number of shares sold at each price within the range.
/s/ Nobuyasu Kato, Rep. Exec. Officer and Executive Vice President of Japan Post Holdings Co., Ltd.04/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Japan Post Holdings report in this Aflac (AFL) Form 4 filing?

Japan Post Holdings reported open-market sales of Aflac common stock held indirectly through a trust structure. On April 8, 2026, related entities sold 166,000 shares in three tranches and remained a large indirect holder afterward.

How many Aflac (AFL) shares were sold and at what prices?

The filing shows total sales of 166,000 Aflac common shares across three transactions. Weighted average sale prices were about $111.78, $112.44 and $112.98 per share, with individual trades executed within specified price ranges around each average.

How many Aflac (AFL) shares does Japan Post still indirectly own after the sales?

After the reported April 8, 2026 transactions, the filing lists 51,723,100 Aflac common shares indirectly owned. These shares are held through the J&A Alliance Trust structure, with J&A Alliance Holdings acting as trustee for the trust.

Were the Aflac (AFL) share sales by Japan Post direct or indirect holdings?

All reported Aflac share sales involved indirect holdings. The securities are held directly by J&A Alliance Holdings Corporation as trustee of the J&A Alliance Trust, rather than directly in Japan Post Holdings’ own name.

Who are the entities mentioned with beneficial ownership of Aflac (AFL) shares?

The filing notes J&A Alliance Holdings as trustee, General Incorporated Association J&A Alliance, and individuals Kenji Sano and Tetsuya Numaguchi. Japan Post may be deemed a beneficial owner through its role as sole settlor and beneficiary of the trust.

Do Japan Post and related entities fully accept beneficial ownership of the Aflac (AFL) shares?

No. The filing states that General Incorporated, Kenji Sano, Tetsuya Numaguchi and Japan Post each expressly disclaim beneficial ownership of the reported Aflac securities, except to the extent of their pecuniary interest in those shares.