Manulife Financial Corporation to Issue S$500 million 2.880% Subordinated Notes Due 2036

Rhea-AI Summary

Manulife Financial (TSX/NYSE:MFC) priced a S$500 million offering of 2.880% subordinated notes due June 4, 2036. The notes qualify as Tier 2 capital, pay a fixed 2.880% coupon to June 4, 2031, then reset to 0.931% above the five-year SORA OIS rate.

Manulife may redeem the notes at par, with regulatory approval, from June 4, 2031 on scheduled interest dates. The notes have in-principle approval for listing on the Singapore Exchange (SGX-ST), with closing expected on June 4, 2026, and will be offered to non-U.S., non-Canadian investors under Regulation S.

Positive

• S$500 million subordinated notes issuance qualifying as Tier 2 capital
• Fixed 2.880% coupon until June 4, 2031
• Interest resets to five-year SORA OIS plus 0.931% after 2031
• Optional par redemption from June 4, 2031, subject to regulatory approval
• In-principle approval for SGX-ST listing and quotation

Negative

• None.

News Market Reaction – MFC

+0.13%

+0.13% Session close to close

In the May 26 session, MFC gained 0.13%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details a S$500 million issue of 2.880% Tier 2 subordinated notes, maturing on Jun...

Analysis

This announcement details a S$500 million issue of 2.880% Tier 2 subordinated notes, maturing on June 4, 2036, with a reset in 2031 to 0.931% over the five-year SORA OIS rate. It follows recent earnings strength, dividend declarations, and active capital management through buyback approvals. Investors should track how this subordinated debt interacts with broader capital plans and future earnings, including any subsequent changes in credit spreads or issuance volumes.

Key Figures

Subordinated notes size: S$500 million Coupon rate: 2.880% Spread over SORA OIS: 0.931% +5 more

8 metrics

Subordinated notes size S$500 million Principal amount of Notes offered in Singapore

Coupon rate 2.880% Fixed interest rate until June 4, 2031

Spread over SORA OIS 0.931% Margin over five-year SORA OIS after June 4, 2031

Maturity date June 4, 2036 Scheduled maturity of the Notes

First call date June 4, 2031 Earliest optional redemption date, subject to approval

Tier 2 capital qualification Tier 2 capital Notes qualify as Tier 2 capital for Manulife

Expected closing date June 4, 2026 Expected closing of the offering

Securities Act year 1933 United States Securities Act of 1933 reference

Historical Context

5 past events · Latest: May 21 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
May 21	Leadership changes	Neutral	-1.3%	Announced executive leadership team changes aligned with refreshed enterprise strategy.
May 14	Governance / AGM	Positive	+0.1%	All 13 director nominees elected with 95–99% support at annual meeting.
May 13	Preferred dividends	Positive	-5.8%	Declared quarterly dividends across multiple preferred share series payable June 19, 2026.
May 13	Common dividend	Positive	-5.8%	Declared C$0.485 quarterly common dividend with reinvestment via open-market buys.
May 13	Earnings release	Positive	-5.8%	Reported 1Q26 core earnings and EPS growth with improved ROE metrics and capital ratios.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent history shows several clearly positive fundamental or capital-return events coinciding with negative price moves, indicating a tendency toward downside divergence on good news.

Recent Company History

Over the past few months, Manulife reported strong 1Q26 results on May 13 with higher core earnings and EPS, alongside common and preferred dividend declarations, yet the stock fell 5.8%. An annual meeting on May 14 saw all directors elected with high support and a flat price reaction. Executive leadership changes announced on May 21 coincided with a 1.31% decline. Against this backdrop, the new subordinated notes offering adds another balance-sheet-focused development.

Key Terms

subordinated notes, tier 2 capital, sora ois, offering circular, +1 more

5 terms

subordinated notes financial

"priced an offering in Singapore of S$500 million principal amount of 2.880% subordinated notes"

Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.

tier 2 capital financial

"will qualify as Tier 2 capital for Manulife"

Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.

sora ois financial

"thereafter at a rate of 0.931% over the then-prevailing five-year SORA OIS rate"

SORA OIS is a short-term interest-rate swap contract that uses the Singapore Overnight Rate Average (SORA) as its reference rate; it lets one party pay a fixed rate while the other pays a rate that floats with overnight borrowing costs. For investors, SORA OIS is like an insurance policy or bet on where overnight interest rates are headed—useful for managing borrowing costs, valuing debt-linked securities, and gauging market expectations about monetary policy.

offering circular regulatory

"The offering will be made pursuant to an offering circular dated May 26, 2026"

An offering circular is a formal disclosure document provided to potential investors when a company or issuer makes securities available for sale. It lays out what is being sold, the price and terms, key financial facts, management background, intended use of proceeds and the main risks — like the product label and instruction manual for an investment. Investors use it to compare options and judge whether the risk and potential return fit their needs.

regulation s regulatory

"offshore transactions pursuant to Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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C$ unless otherwise stated                                                         TSX/NYSE/PSE: MFC     SEHK: 945

TORONTO, May 26, 2026 /PRNewswire/ - Manulife Financial Corporation ("Manulife") announced today that it has priced an offering in Singapore of S$500 million principal amount of 2.880% subordinated notes due June 4, 2036 (the "Notes"). The offering will be made pursuant to an offering circular dated May 26, 2026 and will qualify as Tier 2 capital for Manulife.

The Notes will bear interest at a fixed rate of 2.880% until June 4, 2031 and thereafter at a rate of 0.931% over the then-prevailing five-year SORA OIS rate. The Notes mature on June 4, 2036.

Manulife may, with the prior approval of the Superintendent of Financial Institutions (Canada), redeem the Notes in whole, but not in part, on June 4, 2031 and on any interest payment date thereafter at a redemption price equal to par, together with accrued and unpaid interest to, but excluding, the date fixed for redemption. The Notes will constitute subordinated indebtedness, ranking equally and rateably with all other subordinated indebtedness of Manulife from time to time issued and outstanding (other than subordinated indebtedness which has been further subordinated in accordance with its terms).

Approval in-principle has been received from the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing and quotation of the Notes on the Official List of the SGX-ST. The SGX-ST takes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this press release. Admission of the Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of Manulife, its subsidiaries, associated companies or the merits of the Notes.

DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and Standard Chartered Bank (Singapore) Limited, have been appointed as joint lead managers and bookrunners for the offering. Bank of China Limited, Singapore Branch has been appointed as co-manager for the offering.

The offering is expected to close on June 4, 2026.

The Notes have not been and will not be registered in the United States under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or other jurisdiction and may not be offered or sold within the United States, or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities law. The offering will be made solely to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to sell or a solicitation to buy securities in the United States or any other jurisdiction where it is unlawful to do so.

The Notes will not be offered or sold, directly or indirectly, in Canada or to any resident of Canada.

About Manulife

Manulife Financial Corporation is a leading international financial services provider, headquartered in Toronto, Canada. Anchored in our ambition to be the number one choice for customers, we operate as Manulife across Canada and Asia, and primarily as John Hancock in the United States, providing financial advice, insurance and health solutions for individuals, groups and businesses. Through Manulife Wealth & Asset Management, we offer global investment solutions, financial advice, and retirement plan services to individuals, institutions, and retirement plan members worldwide. At the end of 2025, we had more than 37,000 employees, over 106,000 agents, and thousands of distribution partners, serving over 37 million customers with operations across 25 markets globally. We trade as 'MFC' on the Toronto, New York, and Philippine stock exchanges, and under '945' on the Hong Kong stock exchange.

Not all offerings are available in all jurisdictions. For additional information, please visit manulife.com.

Media Contact
Fiona McLean
Manulife
437-441-7491
fiona_mclean@manulife.com

Investor Relations
Derek Theobalds
Manulife
416-254-1774
derek_theobalds@manulife.com

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SOURCE Manulife Financial Corporation

FAQ

What did Manulife Financial (MFC) announce about its S$500 million subordinated notes?

Manulife Financial announced pricing of S$500 million 2.880% subordinated notes due June 4, 2036. According to Manulife, the notes qualify as Tier 2 capital and will be offered in Singapore to non-U.S. investors under Regulation S, with closing expected June 4, 2026.

What are the interest terms on Manulife (MFC) 2.880% subordinated notes due 2036?

The notes pay a fixed 2.880% coupon until June 4, 2031, then reset to 0.931% above the five-year SORA OIS rate. According to Manulife, the notes mature June 4, 2036, with interest reset reflecting prevailing SORA OIS conditions after 2031.

When can Manulife (MFC) redeem its S$500 million subordinated notes and at what price?

Manulife may redeem the notes in whole, but not in part, on June 4, 2031 and on any interest payment date thereafter. According to Manulife, redemption requires Canadian regulatory approval and will be at par plus accrued and unpaid interest to the redemption date.

Will Manulife Financial (MFC) list its 2.880% subordinated notes on the Singapore Exchange?

The notes have received in-principle approval for listing and quotation on the SGX-ST Official List. According to Manulife, SGX-ST approval does not indicate the merits of the notes or the issuer, but facilitates trading access for eligible investors in Singapore.

Who can buy Manulife (MFC) S$500 million subordinated notes and where are they offered?

The notes will be offered solely to non-U.S. persons in offshore transactions under Regulation S. According to Manulife, they are not registered under the U.S. Securities Act and will not be offered or sold in the United States or to residents of Canada.

How will Manulife (MFC) S$500 million subordinated notes be treated for regulatory capital?

The subordinated notes will qualify as Tier 2 capital for Manulife. According to Manulife, this classification means the debt counts toward regulatory capital requirements, subject to applicable rules, while remaining subordinated indebtedness within the company’s capital structure.