MetLife SEC Filings

MetLife Inc director Daniel S. Glaser reported an acquisition of 273 shares of MetLife common stock on February 24, 2026 as a grant or award. The shares, valued at $75.34 per share, increased his direct holdings to 1,578 shares and were deferred under MetLife’s non-management director deferred compensation plan.

MetLife EVP & Chief Financial Officer John D. McCallion reported equity awards and related tax withholding in company stock. On February 24, 2026, he acquired 23,892 shares of common stock as a restricted stock unit award under the MetLife, Inc. 2025 Stock and Incentive Compensation Plan.

On the same date, he acquired 26,934 additional common shares from the performance factor determination and payout of a 2023–2025 performance share award under the MetLife, Inc. 2015 Stock and Incentive Compensation Plan. Also on that date, 13,776 shares were disposed of to satisfy his tax withholding obligation on the performance share payout at a price of $75.34 per share.

Following these transactions, McCallion directly owned 282,179 shares of MetLife common stock.

MetLife Inc director Michelle Seitz filed an initial ownership report showing no securities beneficially owned. The Form 3 indicates that, following the reported position, she directly held 0.0000 shares of MetLife common stock, meaning she reported no current equity stake in the company.

MetLife Inc. director Daniel S. Glaser filed an initial ownership report showing a direct holding of 1,305 shares of MetLife common stock. This Form 3 filing establishes his starting equity position as a company insider, which will serve as the baseline for any future reported transactions.

MetLife, Inc. disclosed that on February 26, 2026 it issued $1,000,000,000 aggregate principal amount of 5.850% Fixed-to-Fixed Reset Rate Subordinated Debentures due 2056. The debentures are issued under a 2005 indenture with The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented on February 26, 2026.

The debentures were offered and sold under a shelf registration statement on Form S-3 and a February 24, 2026 prospectus supplement. MetLife entered into an underwriting agreement and a pricing agreement with major underwriters including Barclays Capital, BofA Securities, Citigroup, Goldman Sachs, Morgan Stanley and Wells Fargo Securities.

MetLife, Inc. is offering $1,000,000,000 of 5.850% Fixed-to-Fixed Reset Rate Subordinated Debentures due March 15, 2056. The Debentures pay 5.850% through the Initial Interest Reset Date of March 15, 2036, then reset every five years to the Five-Year Treasury Rate plus 1.817%. Interest is payable semi-annually on March 15 and September 15, beginning September 15, 2026. MetLife may defer interest for Optional Deferral Periods up to five years, and the Debentures are unsecured and subordinated to MetLife’s senior indebtedness and structurally subordinated to subsidiary liabilities. Net proceeds are expected to be approximately $987.8 million for general corporate purposes, with settlement expected on or about February 26, 2026.

MetLife, Inc. reported that its Board of Directors increased its size from eleven to thirteen members and elected Daniel S. Glaser and Michelle R. Seitz as new directors effective February 24, 2026. Both were also appointed to multiple key Board committees and were determined to be independent directors.

Each new director will receive MetLife’s standard non-management director compensation, which currently consists of a $355,000 annual retainer, with $205,000 paid in common stock and $150,000 paid in cash. Retainers are pro-rated for partial-year service, with the first of four annual installments earned at the beginning of service.

MetLife, Inc. is offering fixed-to-fixed reset rate subordinated debentures due 2056 via a preliminary prospectus supplement dated February 24, 2026, supplementing the May 16, 2025 prospectus. The securities are unsecured, subordinated obligations that rank pari passu with the 2055 SDs and junior to MetLife’s senior indebtedness and subsidiary liabilities. Interest is payable semi-annually and initially fixed through the Initial Interest Reset Date, thereafter resetting each five years to the Five-Year Treasury Rate plus a spread. MetLife may defer interest for up to five consecutive years per Optional Deferral and may redeem the Debentures under specified conditions, including Tax, Rating Agency or Regulatory Capital Events. The Debentures will be issued in book-entry form and are not listed on any exchange.

MetLife, Inc.’s board is reporting beneficial ownership of 105,374,380 shares, or 16.2% of the company’s common stock, through the MetLife Policyholder Trust. This ownership reflects shares held in the name of Wilmington Trust Company as trustee for eligible policyholders.

The trust was originally issued 494,466,664 shares on April 7, 2000 under MetLife’s demutualization plan, but transactions by beneficiaries, a 2008 split-off, withdrawals, and escheatment have reduced the holdings to the current level as of February 12, 2026. The board is deemed to share voting power because the trustee generally follows board voting recommendations, except on defined “Beneficiary Consent Matters,” where votes reflect beneficiary instructions.

Beneficiaries hold fractional trust interests rather than legal title to the shares, but they are entitled to dividends and proceeds from sales of their allocated shares. Between October 31, 2025 and the current report, beneficiary-related activity decreased the trust’s holdings from 106,549,803 to 105,374,380 shares.