[8-K] METLIFE INC Reports Material Event

Rhea-AI Filing Summary

MetLife, Inc. (MET) amended its charter to remove the 3.850% Fixed Rate Reset Non‑Cumulative Preferred Stock, Series G, by filing a Certificate of Elimination with Delaware on October 14, 2025. This action is administrative and reflects that all Series G shares had already been redeemed, repurchased or otherwise reacquired.

Effective upon filing, all provisions for Series G in the Certificate of Designations were eliminated, and the previously designated shares reverted to authorized but unissued preferred stock (par value $0.01) without any series designation.

10/14/2025 - 04:14 PM

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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): October 14, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 14, 2025, MetLife, Inc. (the “Company”) filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware to eliminate its 3.850% Fixed Rate Reset Non-Cumulative Preferred Stock, Series G (“the Series G Preferred Stock”), all shares of which the Company previously redeemed, repurchased or otherwise reacquired. Effective upon filing, the Certificate of Elimination eliminated from the Company’s Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Series G Preferred Stock. The shares that were designated to such series were returned to the status of authorized but unissued shares of preferred stock, par value $0.01 per share, of the Company, without designation as to series.

The foregoing description of the Certificate of Elimination is not complete and is qualified in its entirety by reference to the complete text of the Certificate of Elimination, which is filed as Exhibit 3.1 hereto, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

3.1 Certificate of Elimination of 3.850% Fixed Rate Reset Non-Cumulative Preferred Stock, Series G, of MetLife, Inc., filed with the Secretary of State of Delaware on October 14, 2025.

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/ John A. Hall

Name:

John A. Hall

Title:

Executive Vice President and Treasurer

Date: October 14, 2025

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FAQ

What did MET change in this 8-K filing?

MetLife filed a Certificate of Elimination to remove all provisions for its Series G 3.850% non-cumulative preferred stock from its charter.

Why was the Series G preferred stock eliminated?

All Series G shares had been redeemed, repurchased or otherwise reacquired, so the designation was no longer needed.

When did the change take effect for MET?

The elimination was effective upon filing on October 14, 2025.

What happens to the former Series G shares now?

They revert to authorized but unissued preferred stock with no series designation and a $0.01 par value.

Does this filing indicate a new issuance or offering by MET?

No. It records the removal of a series designation after those shares were previously retired.

Where can investors see the full legal text?

The complete Certificate of Elimination is filed as Exhibit 3.1 to this report.