Form SCHEDULE 13G/A AFLAC INC Filed by: Japan Post Holdings Co., Ltd.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)*
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Aflac Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
05/11/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Japan Post Holdings Co., Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
51,612,845.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: Percent of class shown in Row 11 is based on 508,984,904 shares of common stock of Aflac Inc. (the "Issuer"), par value $0.10 per share ("Common Stock") outstanding as of April 28, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on May 6, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
J&A Alliance Holdings Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
51,612,845.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Percent of class shown in Row 11 is based on 508,984,904 shares of Common Stock outstanding as of April 28, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 6, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
General Incorporated Association J&A Alliance | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
51,612,845.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: Percent of class shown in Row 11 is based on 508,984,904 shares of Common Stock outstanding as of April 28, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 6, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Kenji Sano | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
51,612,845.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Percent of class shown in Row 11 is based on 508,984,904 shares of Common Stock outstanding as of April 28, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 6, 2026.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Tetsuya Numaguchi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
JAPAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
51,612,845.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.14 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Percent of class shown in Row 11 is based on 508,984,904 shares of Common Stock outstanding as of April 28, 2026, as reported in the Issuer's Form 10-Q filed with the SEC on May 6, 2026.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Aflac Inc. | |
| (b) | Address of issuer's principal executive offices:
1932 WYNNTON RD, COLUMBUS, GA 31999 | |
| Item 2. | ||
| (a) | Name of person filing:
J&A Alliance Holdings Corporation
General Incorporated Association J&A Alliance
Japan Post Holdings Co., Ltd.
Kenji Sano
Tetsuya Numaguchi | |
| (b) | Address or principal business office or, if none, residence:
J&A Alliance Holdings Corporation
c/o J&A Alliance Trust
1501, North Tower, Yurakucho Denki Building, 7-1, Yurakucho 1-chome, Chiyoda-ku
Tokyo, 100-0006, Japan
General Incorporated Association J&A Alliance
Tokyo Kyodo Accounting Office
3-1-1 Marunouchi, Chiyoda-ku
Tokyo 100-0005, Japan
Japan Post Holdings Co., Ltd.
2-3-1, Otemachi, Chiyoda-ku
Tokyo 100-8791, Japan
Kenji Sano
c/o General Incorporated Association J&A Alliance
Tokyo Kyodo Accounting Office
3-1-1 Marunouchi, Chiyoda-ku
Tokyo 100-0005, Japan
Tetsuya Numaguchi
c/o General Incorporated Association J&A Alliance
Tokyo Kyodo Accounting Office
3-1-1 Marunouchi, Chiyoda-ku
Tokyo 100-0005, Japan | |
| (c) | Citizenship:
J&A Alliance Holdings Corporation is a corporation organized under the laws of the State of Delaware.
General Incorporated Association J&A Alliance is a general incorporated association organized under the laws of Japan.
Japan Post Holdings Co., Ltd. is a corporation organized under the laws of Japan.
Kenji Sano and Tetsuya Numaguchi are citizens of Japan. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
51,636,945 shares of Common Stock 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. | |
| (b) | Percent of class:
10.14 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 4(a). | ||
| (ii) Shared power to vote or to direct the vote:
See Item 4(a). | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 4(a). | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 4(a). | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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