STOCK TITAN

Japan Post-related trust (NYSE: AFL) sells 19,300 AFLAC common shares

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

Rhea-AI Filing Summary

AFLAC INC reported that a trust structure associated with Japan Post Holdings Co., Ltd., a more than ten percent owner, completed open-market sales of in total 19,300 shares of AFLAC common stock. The sales occurred on March 3, 2026 in three tranches of 4,488 shares at a price per share of $111.2100, 14,172 shares at $112.3900, and 640 shares at $112.7500.

The footnotes state that the shares are held directly by J&A Alliance Holdings Corporation as trustee of the J&A Alliance Trust, with related entities and Japan Post each potentially deemed to beneficially own the securities, while expressly disclaiming beneficial ownership except to the extent of any pecuniary interest. After these transactions, 52,280,700 shares of AFLAC common stock were reported as held indirectly.

Positive

  • None.

Negative

  • None.
Insider Japan Post Holdings Co., Ltd.
Role 10% Owner
Sold 19,300 shs ($2.16M)
Type Security Shares Price Value
Sale Common Stock 4,488 $111.21 $499K
Sale Common Stock 14,172 $112.39 $1.59M
Sale Common Stock 640 $112.75 $72K
Holdings After Transaction: Common Stock — 52,295,512 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 $110.70 to $111.70 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") and Kenji Sano 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 owns 100% 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 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 $111.71 to $112.71 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 $112.72 to $112.79 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.
SEC Form 4
FORM 4 UNITED 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)
TOKYO M0 100-8791

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AFLAC INC [ AFL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 03/03/2026 S 4,488 D $111.21(1) 52,295,512 I See footnote(2)
Common Stock 03/03/2026 S 14,172 D $112.39(3) 52,281,340 I See footnote(2)
Common Stock 03/03/2026 S 640 D $112.75(4) 52,280,700 I See 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount 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 $110.70 to $111.70 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") and Kenji Sano 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 owns 100% 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 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 $111.71 to $112.71 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 $112.72 to $112.79 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. 03/05/2026
** Signature of Reporting Person Date
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.

FAQ

What insider activity did AFLAC (AFL) report involving Japan Post Holdings?

AFLAC reported that a trust structure associated with Japan Post Holdings Co., Ltd. executed open-market sales totaling 19,300 shares of AFLAC common stock on March 3, 2026, reducing the indirectly held position to 52,280,700 shares after the trades.

How many AFLAC shares were sold and at what prices in this Form 4?

The filing shows three open-market sales totaling 19,300 AFLAC common shares: 4,488 shares at $111.2100 per share, 14,172 shares at $112.3900 per share, and 640 shares at $112.7500 per share, all executed on March 3, 2026.

Who directly holds the AFLAC shares related to Japan Post in this Form 4?

The reported AFLAC shares are held directly by J&A Alliance Holdings Corporation, acting as trustee of the J&A Alliance Trust. Related entities and Japan Post may be deemed to beneficially own these securities under the structure described in the Form 4 footnotes.

How many AFLAC shares remained held after the reported insider sales?

After completing the reported open-market sales, the Form 4 states that 52,280,700 shares of AFLAC common stock were held indirectly. This figure reflects the share balance following the final transaction listed for March 3, 2026.

What price ranges are mentioned for the AFLAC share sales in this filing?

Footnotes explain that the weighted average prices represent multiple trades within ranges: $110.70 to $111.70 per share, $111.71 to $112.71 per share, and $112.72 to $112.79 per share, with detailed trade breakdowns available upon request.

Does Japan Post Holdings claim full beneficial ownership of the AFLAC shares?

The footnotes state that General Incorporated Association J&A Alliance, Kenji Sano, and Japan Post Holdings Co., Ltd. may be deemed to beneficially own the securities, but each expressly disclaims beneficial ownership except to the extent of its pecuniary interest in the reported shares.