MET files 8-K after Potemkin's $53 mini-tender offer for 10,000 shares

Rhea-AI Filing Summary

MetLife disclosed receipt of an unsolicited mini-tender offer from Potemkin Limited to buy up to 10,000 shares of MetLife common stock at $53.00 per share, which the filing states is about 34.42% below MetLife's closing price of $80.82 on September 12, 2025. The shares subject to the offer equal approximately 0.00002% of MetLife's outstanding common stock as of August 31, 2025. MetLife does not endorse the offer, is not associated with Potemkin, and on September 15, 2025 issued a news release advising shareholders not to tender and explaining that shareholders who already tendered may withdraw prior to the offer's scheduled expiration at 5:00 p.m. ET on October 7, 2025. The news release is attached as Exhibit 99.1 and incorporated by reference.

Positive

• Company disclosure and shareholder advisory issued: MetLife publicly informed shareholders and attached a news release (Exhibit 99.1).
• Offer size is negligible: Potemkin's offer covers only 10,000 shares, about 0.00002% of outstanding common stock.

Negative

• Unsolicited mini-tender priced well below market: Offer price of $53.00 is approximately 34.42% below the $80.82 closing price on September 12, 2025.
• Potential for shareholder harm if unaware: The filing implies shareholders who tendered may need to withdraw before the stated expiration to avoid an unfavorable sale.

Insights

Financial Analyst

TL;DR: A low-priced unsolicited mini-tender targets a de minimis portion of MetLife shares; company issued a warning to shareholders.

Potemkin's offer at $53.00 per share is stated as materially below the recent market close ($80.82), creating a strong price differential that could tempt uninformed holders. The filing confirms the offer covers only 10,000 shares, about 0.00002% of outstanding stock, suggesting negligible direct balance-sheet or ownership impact. MetLife's public advisory and the attached news release provide the procedural remedy for tender withdrawals prior to the stated expiration.

Corporate Governance Expert

TL;DR: MetLife followed standard governance practice by disclaiming association and formally warning shareholders.

The Form 8-K documents the company distancing itself from Potemkin and proactively communicating to shareholders not to tender, consistent with good issuer communication for unsolicited offers. The disclosure includes concrete mechanics and timelines (withdrawal instructions per the offer documents; expiration at 5:00 p.m. ET on October 7, 2025), which helps protect shareholder interests without suggesting any systemic governance failure. The extremely small offer size implies limited governance or control risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 15, 2025

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-15787

13-4075851

(Commission File Number)

(IRS Employer Identification No.)

200 Park Avenue,

New York,

NY

10166-0188

(Address of Principal Executive Offices)

(Zip Code)

(212) 578-9500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01			MET			New York Stock Exchange
Floating Rate Non-Cumulative Preferred Stock, Series A, par value $0.01			MET PRA			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series E			MET PRE			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.75% Non-Cumulative Preferred Stock, Series F			MET PRF			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 8.01 Other Events.

MetLife, Inc. (the "Company") has received notice of an unsolicited “mini-tender” offer by Potemkin Limited (“Potemkin”) to purchase up to 10,000 shares of the Company’s common stock. The offer price of $53.00 per share is approximately 34.42 percent lower than the $80.82 per share closing price for the Company’s common stock on September 12, 2025. The shares subject to Potemkin's offer represent approximately 0.00002 percent of the shares of the Company’s outstanding common stock as of August 31, 2025.

The Company does not endorse Potemkin's unsolicited mini-tender offer and is not associated in any way with Potemkin, its mini-tender offer, or its mini-tender offer documents.

On September 15, 2025, the Company issued a news release informing its shareholders that the Company does not endorse Potemkin’s unsolicited mini-tender offer and recommending that shareholders not tender their shares to Potemkin. Shareholders who have already tendered their shares may withdraw them in the manner described in the Potemkin mini-tender offer documents prior to the expiration of the offer. Potemkin’s offer is currently scheduled to expire at 5:00 p.m., Eastern time, on Tuesday, October 7, 2025. Additional information concerning mini-tender offers is included, or referred to, in the news release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1 News release of MetLife, Inc., dated September 15, 2025, recommending shareholders reject “mini-tender” offer by Potemkin Limited

101 Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

METLIFE, INC.

By:

/s/ Timothy J. Ring

Name:

Timothy J. Ring

Title:

Senior Vice President and Secretary

Date: September 15, 2025

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FAQ

What is Potemkin Limited's offer for MET stock?

Potemkin offered to purchase up to 10,000 shares of MetLife common stock at $53.00 per share.

How does Potemkin's offer price compare to MetLife's recent market price?

The filing states the $53.00 offer is approximately 34.42% lower than MetLife's closing price of $80.82 on September 12, 2025.

What portion of MetLife's outstanding shares does the offer represent?

The shares subject to the offer represent approximately 0.00002% of MetLife's outstanding common stock as of August 31, 2025.

What action did MetLife take in response to the mini-tender?

MetLife issued a news release on September 15, 2025 advising shareholders that it does not endorse the offer and recommending shareholders not tender their shares.

Can shareholders withdraw shares already tendered to Potemkin?

Yes. The filing states shareholders who have already tendered their shares may withdraw them as described in Potemkin's mini-tender offer documents prior to the offer's expiration.

When does Potemkin's offer expire?

The offer is scheduled to expire at 5:00 p.m. Eastern time on Tuesday, October 7, 2025.