UNITED STATES

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

We are furnishing proxy materials, including this proxy statement, in connection with the solicitation of proxies on behalf of the Board of Directors, to be voted at the 20232024 Annual Meeting of Shareholders of Unum Group and at any adjournment or postponement thereof. Our proxy materials are first being mailed and made available electronically to shareholders on April 13, 2023.11, 2024.

Our Purpose

A Business for Good

In today’s economically volatileunpredictable environment, financial protection benefits are more important than ever. As a Fortune 500 company and leading provider of workplaceemployee benefits, Unum helps millions of people gain access to essential disability, life, accident, critical illness, leave services, dental and vision benefits, and leave services, through the workplace. Employers of all sizes depend on us for the comprehensive benefits solutions they need to attract and supportretain the people who keeptalent that keeps their businesses growing. And their employees know they can count on us to be there during some of life’s most challenging times.

Our Strategy

We appreciate that the market dynamics of workplace benefits are continuously evolving, and we remain diligent in engaging with our constituent groups to understand both current and future needs. Our strategy is to:

Through strong execution of these priorities, while managing both risk and operating expenses, we expect to deliver leading shareholder return and win in the market through:market.

Success will also require us to show stable and predictable results in our Closed Block, particularly the long-term care business. We expect to achieve this through active and careful management with a sustained focus on creating value and increasing the predictability of outcomes. In turn, we can reduce overall risk and capital demands while serving the varied needs of our customers with care and compassion.

April 13, 202311, 2024

Dear Fellow Shareholder:

At Unum Group, we’re grounded in our purpose is a noble calling, and one that resonates in today's environment now more than ever. We're committed toof helping the working world thrive throughout life’s moments,moments. It guides the efforts of our employees, leaders, and the Board, and it’s a promise we deliver on by protecting nearlycall to action that resonates now more than ever. Nearly 45 million people count on us to be there in times of need, and 174,000 employers choose us as a partner to support the wellbeing of their families across our businesses inworkers. We are proud to stand with them through the U.S., U.K.challenging moments of life and Poland. That reach allowed Unum to pay almost $8 billion last year to help millions of individuals and their families through difficult times and partner with 181,000 companies to attract, protect and retain their employees.business.

Our consistent performance has its roots in actions we took years ago. Beginning in 2019, we accelerated investments in new capabilities and our people, and remained steadfast in our approach throughout the economic uncertainty of the pandemic. This has clearly paid off as we now set the standard for excellence and innovation in the marketplace. Recent actions we've taken in our Closed Block of legacy policies we service and support, but no longer actively market, provide greater predictability and enhanced performance of our long-term care business. This includes plans tohaving fully recognizerecognized the long-term care statutory reserve additions negotiated withreserves required by the Maine Bureau of Insurance by year end 2023, three years ahead of schedule. Through this effort, weThose actions have added approximately $1.2 billion to these reserves since 2020 and we believe these additional contributions further increase our margin over our best estimate assumptions. We believe this and other actions we've taken will allow the ongoing strong financial and operational performance of our Unum- and Colonial Life-branded core businesses to be fully recognized by investors.

As a Board, we believe a key factor to Unum’s success is a strongStrong leadership team and engaged employees are critical to durable success, and the company made significantwe as a Board have long prioritized making investments onin our talent. That remained a focus in 2023 as we nurtured our already-deep leadership bench strength, invested to keep Unum competitive in the talent front in 2022. Effective leadership transitions gave highly talented individuals opportunitiesmarketplace and supported actions that enabled our people to run key partsrealize their full potential. Thanks to ongoing efforts to embed inclusion and diversity of thought into our businessoperations, our strong work culture is becoming even more resilient and demonstrated our deep bench strength. Significant investments in an increasingly competitive talent market retained critical staffeffective. Through these and bolsteredother steps, we ensure Unum asremains a dynamic and compelling place to work and grow a career. New inclusion and diversity leadership introduced a fresh approach and further supported our commitment to embed inclusion and diversity of thought into our strong work culture. These and other steps reinforce our goal that everyone at Unum remains well-equipped to achieve success.

(1) Non-GAAP financial measure, see Appendix A for reconciliation.

The Board is committed to representing the interests of shareholders and driving Unum’s long-term success through good corporate governance. We take a thorough approach to governance that assesses performance and risk, demands regulatory compliance, providesoffers insight on corporate strategy, and provides oversight of compensation, investment activity and other financial matters. We conduct a regular outreach and engagement program that enables us to receive valuable feedback from shareholders on a wide variety of topics. We also monitor Unum’s culture through feedback from employee engagement surveys, an ethics hotline and other processes so that the company remains true to its values.

After serving nine years on the Board, Francis Shammo has decidedOn behalf of our nearly 11,000 employees, thank you for your continued support of Unum. We all share a commitment to step down at the end of his current term. We appreciate his many contributions to our discussions, including the perspective he added as a former chief financial officer.

This proxy statement refers to the following non-GAAP financial measures, which we believe are helpful performance measures and indicators of revenue, profitability and underlying trends in our business:

Investment gains or losses and unrealized gains or losses on securities and net gains on hedges depend on market conditions and do not necessarily relate to decisions regarding the underlying business of our company.

We have exited a substantial portion of our Closed Block individual disability product line through the two phases of the reinsurance transaction that were executed in December 2020 and March 2021, respectively.

We may at other times exclude certain other items from our discussion of financial ratios and metrics in order to enhance the understanding and comparability of our operational performance and the underlying fundamentals, but this exclusion is not an indication that similar items may not recur and does not replace the comparable GAAP financial measures in the determination of overall profitability.

For a reconciliation of the most directly comparable GAAP financial measures to the non-GAAP financial measures, refer to Appendix A of this proxy statement.

Certain information contained in this proxy statement may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those not based on historical information, but rather relate to our outlook, future operations, strategies, financial results, goals (including environmental, human capital, and sustainability goals) or other developments. Forward-looking statements speak only as of the date made. Such statements involve risks and uncertainties and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, goal, commitment, or expectation can or will be achieved. We undertake no obligation to update these statements, even if made available on our website or otherwise. Actual results or outcomes could differ materially from those included in the forward-looking statements. Factors that could cause actual results to differ materially from those included in the forward-looking statements are discussed in our annual report on Form 10-K for the year ended December 31, 20222023 and subsequent Securities and Exchange Commission ("SEC") filings.

Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement. In addition, historical, current, and forward-looking sustainability, environmental, social, governance and other-related statements may be based on standards of measurement and performance that are still developing or may change or be refined, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

This summary is intended to highlight certain key information contained in this proxy statement that we believe will assist your review of the four business items to be voted on at the 20232024 Annual Meeting of Shareholders of Unum Group (the "2023"2024 Annual Meeting"). As it is only a summary, we encourage you to review the full proxy statement, as well as our annual report on Form 10-K for the year ended December 31, 20222023 (the "2022"2023 Form 10-K"), for more complete information about these topics.

Voting Matters

Key Corporate Governance and Executive Compensation Items

During the 20222023 outreach, we received specific feedback as follows:

Overall, shareholders appreciated the opportunity to engage in these discussions. They also appreciated the company’s willingness to consider their input on both executive compensation and governance practices. We are committed to continuing our shareholder engagement efforts in the future.

Performance Highlights

Unum’s purpose is to helpof helping the working world thrive throughout life’s moments. We deliver onmoments is a north star that commitment asguides our actions every day. As a leading provider of financial protection insurance benefits in the United States, United KingdomU.S., U.K. and Poland. Through these benefits,Poland, we protect millions of working peoplenearly 45 million individuals and their families fromduring the financial hardships that can occur in the event of illness, injury or loss of life. UnumWe also offers servicespartner with 174,000 employer clients that help companies manage workplace wellbeing and regulatory challenges.challenges in today’s quickly evolving workplace.

In 2022,2023, Unum delivered record after-taxcontinued to deliver strong earnings and growth. After-tax adjusted operating earnings of $1.25were $1.5 billion as the company returned to pre-pandemic operating levels. Double-digitsaw a double-digit increase in sales and strong earned premium growth, across our core operations and increased premium income highlighted the strong demandboth compared with 2022 results. Demand for our products and services particularly in our group disability and leave management businesses. Claims experience returned to more normal levelsremained robust as COVID-related group life and disability claims receded throughout the year. The introduction of new digital capabilities enhanced the enrollment, claimscustomer experience and leave experiences for customers while streamlining benefitsstreamlined administration for employers. Certain macro-economic trends during 2022, such asemployer clients. Claims experience continued to largely return to historic levels in most of our product lines. The company also benefited from strong employment, wage inflation and risingfavorable interest rates were also beneficial foras these macro-economic trends largely continued from 2022.

These results, along with our business.ability to steadily generate strong cash flow, help us accelerate growth by funding ongoing reinvestment in our business and supporting our ability to take advantage of strategic opportunities that may arise — all while returning capital to shareholders.

We delivered onBy living our purpose, we are laser-focused on meeting the needs of helping the working world thrive throughout life's moments in 2022.our customers. In 2023, Unum paid nearly $8.0$7.9 billion in benefits to people facing illness, injury or loss of life. Satisfaction metrics measuring our interactionengagement with customers and partners were high. We also remained focused on enhancingincreased throughout the experience of our customers through leveraging technology, improving processesyear as we implemented new service and training employees.support capabilities across the enterprise.

We acceleratedhave transformed our business over the last several years through significant investments in our digital transformation in response to evolving customer expectations bycapabilities. By investing in technologies that allow usanticipate and deliver on evolving customer expectations, we have continued to rapidly address market needsseparate ourselves from the competition and seize new opportunities.opportunities in the marketplace. These technologies create new digital experiences for customers, automate and modernize business processes, track key metrics,

Our well-diversified portfolio delivereddelivers consistent investment income. Due to the nature of our business, we invest in long-term securities focusing on asset liability management and sound risk management. In 2022,2023, our portfolio performed well in a volatile interest rate environment and benefited from hedges, which were added to manage our reinvestment risk. As a United Nations Principles for Responsible Investment signatory, we are committed to expanded disclosure and an investment approach that more formally integrates ESG factors into our investment decisions.environment.

The same discipline that allows our core franchise to be successful also benefits our long-term care (LTC) business. LTC is part of our Closed Block that consists of policies that we continue to service and support, but no longer actively market. We manage this block with a combination of rate increases, risk management, tailored investment strategy and ongoing monitoring of emerging experience to inform updates to our reserve liability assumptions and prudentappropriate capital infusions.levels.

Following an examination of one of our Maine-domiciled insurers, in 2020 the Maine Bureau of Insurance required us to establish additional LTC statutory reserves, permitting this to be done over a period of seven years. We completed the recognition of these additional required reserves at the end of 2023, ahead of schedule, and view the additional statutory reservesthis action as further increasing margin over our best estimate assumptions. InOur actions have provided a strong capital position behind the last three years, LTC statutory reserves were increased by approximately $1.2 billion, and we plan on completingbusiness, which has mitigated the recognition of these additional required reserves by the end of 2023, three years ahead of schedule.need for future contributions under current assumptions.

Through these and other steps — including annual comprehensive adequacy reviews — weWe continue to take action designedactions, such as those described above, to provide for the long-term stability of this block and promote transparency for our shareholders and customers.

We provide a critical financial safety net for millions of people, a fact that drives us to deliver for those who count on us. This focus on doing the right thing guides our approach to sustainability and social responsibility. Unum has a long tradition of engaging with shareholders, customers, employees, suppliers and communities on a variety of ESGthese matters.

Our corporate sustainability strategic framework to helphelps create long-term value for stakeholders by implementing business strategies that focus on social, environmental, governance, and economic dimensions of doing business. Our strategic framework focuses on three areas where we believe Unum can add both societal and business value:

Capital Generation for Shareholders

Because of our strong financial performance, we generated premium growth and strengthened our capital position in 2022,2023, allowing us the opportunity to deploy capital in a number of ways.

Our credit ratings are reflective of a strong balance sheet, favorable operating results, and a highly respected brand in the employee benefits market. In 2023, we received upgrades to our financial strength and debt ratings from two key credit agencies, a noteworthy validation of our capital management and growth plans.

Total Shareholder Return

Unum delivered exceptionalrobust value to shareholders in 20222023 as the company accelerated its recovery, returningwe continued to pre-pandemic operating levels and outpacingoutpace the performance of ourmany peers. The company experiencedaccelerated growth through increased demand for its products and services, highlighted by double-digit sales growth, healthy increases in premium income and strong persistency in our core operations. Record after-tax adjusted operating earnings per share illustrated Unum’s disciplined approach to pricing and balanced expense management, while our ability to generate substantial excess capital provided financial flexibility to invest in growth initiatives, fund long-term needs in our Closed Block segment and increase dividendsthe level of capital returned to shareholders.

Based on our strong operational and financial results over the last few years, we believe Unum is an attractive investment for shareholders.

In addition to our core operations, our Closed Block segment primarily consists of long-term care (LTC) policies and older individual disability policies that Unum continues to service and support. After agreeing to increase LTC statutory reserves over a multi-year period starting in 2020, we accelerated these planned contributions over the last two years and expect to completecompleted the recognition of these additional required reserves byat the end of 2023, three years ahead of schedule.2023. Through these and other steps, we continue to take action designed to provide forhave provided a strong capital position behind the long-term stability of this block and promote transparency for our shareholders and customers.

We believe this, combined with our market-leading positions, history of consistent execution, strong demand for our products and services, favorable business environment, capital strength, and strategy of prioritizing funding of growth initiatives, makes Unum an excellent long-term investment.

20222023 CEO Compensation Summary

Our approach to CEO compensation aligns directly with our overall executive compensation philosophy and structure as detailed in the Compensation Discussion and Analysis ("CD&A") section under "CompensationCompensation Program Structure".Structure. Richard P. McKenney serves as President and CEO of the company. Mr. McKenney's targeted total direct compensation consists of base pay plus short- and long-term incentives that are tied directly to performance goals. This structure is designed to support the long-term successes of the company and the interests of our shareholders.

Mr. McKenney is subject to robust stock ownership requirements, including a requirement to own six times his annual base salary in stock. This helps to ensure that the long-term value of his compensation directly aligns with shareholders.

At the beginning of 20222023 following discussion with Mr. McKenney, the Board approved his performance goals for the year, which included:

In addition to carefully reviewing a self-assessment prepared by Mr. McKenney, the Human Capital Committee (as used in this 20222023 CEO Compensation Summary, the "Committee") and Board conductconducted a thorough evaluation of his performance against all objectives as well as a review of a number of professional and leadership characteristics and behaviors (see the "Individual Performance Evaluations" section of the CD&A).

The Committee andIn evaluating Mr. McKenney's performance during 2023, the Board recognized that Mr. McKenney guided the company through the year, delivering strong financial results. The Committee and the Board specifically highlighted Mr. McKenney'shis leadership in:

The Board has full confidence in Mr. McKenney as CEO and believes the company is well-positioned for long-term success under his continued leadership.

The CEO Compensation Summary table below depicts how the Committee views its decisions concerning Mr. McKenney’s compensation for 2022,2023, compared to his 20212022 compensation. It differs from the information presented in the Summary Compensation Table (the "SCT") required by the Securities and Exchange Commission as follows:

Mr. McKenney's 20222023 annual incentive payout of $3,761,828$4,331,251 was calculated by applying the company performance achievement factor of 150%140% and a strategic objectives modifier of 112.5% to his target award (see "Annual Incentive Results" in the CD&A section). The strategic objectives modifier percentage was determined by the Committee based on its evaluation of Mr. McKenney's 2022performance as highlighted above and on page 75. Mr. McKenney's 2023 annual incentive award is an increase of $1,115,828$569,423 from his 2021 payout and was primarily driven by an increase in the year-over-year company performance achievement from 120% to 150% of the target award.2022 payout.

For 2022, 70%After consideration of Mr. McKenney's paystrategic leadership and performance during 2023, as outlined above, the Committee applied a strategic objectives modifier of 112.5% to his 2023 LTI target, resulting in an LTI grant of $10,687,500. This award, which was granted in the formMarch 2024, is an increase of long-term incentives (delivered$1,687,500 over his award granted last year. Mr. McKenney's LTI awards were delivered through time-based restricted stock units (RSUs) and performance-based cash incentive units (CIUs)). The value of the RSUs is based on the company’s stock price while the value of his CIUs areis based on growth in adjusted book value and dividends, further modified by relative total shareholder return (TSR). After consideration of Mr. McKenney's strategic leadership, his performance in 2022 and other considerations outlined above, the Committee awarded Mr. McKenney a LTI grant of $9,000,000 for 2022 performance. This award, which was granted in March 2023, is an increase of $600,000 over his award granted last year and reflects both his performance as outlined above as well as the performance of the company's stock, with TSR of nearly 74% during the year.

In February 2024, the Committee reviewed and certified that the performance hurdles were met for the performance period ending December 31, 2022.January 2021-December 2023 for the 2020 Success Incentive Plan (SIP) grant. Therefore, the second one-third of cash success units (CSUs) and stock success units (SSUs) vested and were distributed. Mr. McKenney had a total of 61,502 SSUs and related cash dividends as well as $1,617,000 CSUs that vested. Details about the vesting of these awards can be found on page 73.

Board Overview

The Board of Directors is elected by shareholders to oversee their interests in the long-term health and overall success of the company's business and financial strength. In addition, the Board has responsibility to the company's policyholders, employees, and business partners and to the communities in which the company operates, all of which are essential to the company's success. The Board oversees the CEO and other senior management, who are responsible for carrying out the company's day-to-day operations in a responsible and ethical manner. The Board and its committees meet regularly to review and discuss the company's strategy, business, performance, ethics, risk tolerance, human capital engagement, and culture, as well as important issues that it faces. These discussions take place with management and, as appropriate, with outside advisers who provide independent expertise, perspectives and insights. In addition, the independent members of the Board and its committees hold regular executive sessions without management present. Board members are also in ongoing communication with each other and with management between meetings.

The Board believes a critical component of its effectiveness in serving the long-term interests of shareholders is to ensure its membership remains diverse, possessing a variety of backgrounds, experiences and skill sets from which to draw. Fresh views and ideas help the Board to maintain a broad perspective and forward-looking vision capable of anticipating and adapting to the rapid pace of change, just as experience and continuity provide necessary context and stability for important decisions. With that in mind, the Governance Committee reviews the composition of the Board with the goal of maintaining an appropriate balance of experiences, skills, tenure and diversity. This is an ongoing, year-round evaluation process. Most recently, Gale KingMojgan Lefebvre joined the Board in 20222023 as a result of the Board's commitment to this ongoing process. Additionally, Mr. Shammo's decision to not stand for re-election at the 2023 Annual Meeting will further inform the Governance Committee's discussions and process surrounding the composition of the Board and its committees.

The Board is committed to effective Board succession planning and refreshment, including having honest and difficult conversations with individual directors when necessary. These conversations may arise in connection with the Board evaluation process, succession planning or consideration of the annual slate of Board nominees. As a result of these processes, directors may decide (for personal or professional reasons) or be asked (for reasons such as evolving needs for Board composition or directors' availability to make sufficient contributions to the Board) not to stand for re-election at the next Annual Meeting. It is expected these refreshment practices will continue in the future. While some companies have tenure limits on Board service, we believe our balanced approach delivers the right mix of directors with new ideas and perspectives along with those possessing deep knowledge of the company.

Board Evaluation Process

A healthy and vigorous Board evaluation process is an essential part of good corporate governance. A thorough evaluation process helps us achieve the right balance of perspectives, experiences and skill sets needed for prudent oversight of the company, including execution on corporate strategy, while also considering the best interests of our shareholders. At Unum, this evaluation process includes annual evaluations of the Board, each committee, and individual directors.

The Governance Committee establishes and oversees the evaluation process, which focuses on identifying areas where Board, committee and director performance is most effective, as well as opportunities for further development or enhancement. Each year, the Governance Committee reviews the format and effectiveness of the evaluation process in identifying actionable feedback, recommending changes in process as appropriate. Determining whether to engage a third-party facilitator is also part of the review.

Director Independence

Mr. McKenney, our President and CEO, is not an independent director.

Process for Selecting and Nominating Directors

Our corporate governance guidelines specify the following criteria to be used in evaluating the candidacy of a prospective nominee:

The core qualifications and attributes sought in any particular candidate depend on the current and future needs of the Board based on an assessment of the composition of the Board and the mix of qualifications and attributes currently represented. In addition, the Governance Committee considers other specific qualifications that may be desired or required of nominees, including their independence and ability to satisfy specific requirements for committees. As part of the director selection and nomination process, the Governance Committee assesses the effectiveness of its Board membership criteria.

In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s ability to commit the time and attention appropriate for effective Board service; past attendance at meetings; contributions to the Board and committees on which the director serves; the skills, experience and background that the director brings to the Board relative to the Board’s needs and existing composition; and the results of the most recent Board, committee and individual director evaluations.

Annual Election of Directors

Directors are elected each year at the Annual Meeting for a one-year term expiring at the next Annual Meeting. Directors hold office until their successors are elected, or until their earlier death, resignation, disqualification, or removal from office. Other than requiring retirement from the Board at the next Annual Meeting after a director reaches age 75, there are no term limits. However, the Governance Committee evaluates the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term.

Majority Voting Standard

Our bylaws provide that, in an election of directors where the number of nominees does not exceed the number of directors to be elected (an "uncontested election"), each nominee must receive a majority of the votes cast with respect to that nominee to be elected as a director (i.e., the number of shares voted "for" a nominee must exceed the number voted "against" that nominee). If an incumbent director is not re-elected under this majority voting standard, the Board must decide whether to accept or reject the director's offer of resignation which was previously delivered to the company pursuant to the Board's advance contingent director resignation policy. The Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. If the director submitting the resignation is a member of the Governance Committee, that director will not participate in the Governance Committee’s recommendation to the Board. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date of the certification of the election results. The director in question will not participate in the Board's decision.

Limits on Board and Audit Committee Service

While we recognize that Board members benefit from service on the boards of other companies and such service is encouraged, the Board believes it is critical that directors be able to dedicate sufficient time to their service on our Board. To that end, except for our CEO, no director may serve on more than three public company boards in addition to our Board, or on more than two audit committees of public companies in addition to our Audit Committee. The company's CEO may not serve on more than one public company board in addition to our Board. All directors are in compliance with these outside service limits at this time. Further, as noted above, in determining whether to recommend a director for re-election, the Governance Committee considers the director's ability to commit the time and attention appropriate for effective Board service.

Below are brief biographies for each of our current directors and descriptions of the directors’ key qualifications, skills, and experiences that contribute to the Board’s effectiveness as a whole.

Director Nominees