MET Schedule 13D/A: Trust Share Count Drops to 108.2M

Rhea-AI Filing Summary

MetLife, Inc. — Schedule 13D/A (Amendment No. 102)

The Board of Directors, acting as the sole reporting person, updates its disclosure on common stock held in the MetLife Policyholder Trust formed during the 2000 demutualization. As of 31-Jul-2025 the Trust owns 108,242,821 shares, representing 16.28 % of outstanding stock. The Board possesses shared voting power over all shares but no sole voting or dispositive power; economic rights remain with policyholder beneficiaries.

The position declined by 1,161,259 shares since the 28-Apr-2025 amendment, primarily from beneficiary withdrawals, the Trust’s purchase-and-sale program and routine escheatment. No director paid consideration for the shares and no new acquisitions, sales or strategic actions are announced. Voting mechanics, beneficiary withdrawal rights and other trust provisions remain unchanged. Apart from the routine share reduction, the filing contains no material transactions or changes in corporate control intent.

Insights

Financial Analyst

TL;DR: Routine update; Board still controls 16.3 % via trust, share count down slightly, no strategic signal.

The amendment simply refreshes figures for shares in the MetLife Policyholder Trust. With 108.2 M shares, the stake remains sizeable but expectedly declines as policyholders withdraw shares. Because directors have only shared voting rights and lack dispositive control, the trust stake is not an active investment position and does not alter free-float materially. Absent purchases or sales by insiders, the filing is informational and should not affect valuation or liquidity.

Corporate Governance Expert

TL;DR: Governance mechanics unchanged; trust continues to vote per Board guidance except on beneficiary matters.

The disclosure reconfirms that the Policyholder Trust votes in line with Board recommendations, safeguarding management influence while honoring beneficiary rights on key consent matters. No amendments to trust governance, withdrawal rights or voting algorithms were introduced. Therefore, the company’s control architecture and shareholder rights profile remain stable. Impact on governance risk assessment is neutral.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 102)

MetLife, Inc.

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

59156R108

(CUSIP Number)

Monica M. Curtis
MetLife, Inc., 200 Park Avenue
New York, NY, 10166-0188
(212) 578-9500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 59156R108

1

Name of reporting person

Board of Directors of MetLife, Inc., as an entity

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 108,242,821.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

108,242,821.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.28 %

14

Type of Reporting Person (See Instructions)

IC

Comment for Type of Reporting Person:

*Unless otherwise indicated, all information relating to beneficial ownership of Shares by the Reporting Persons is as of July 31, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $.01 per share
(b)	Name of Issuer: MetLife, Inc.
(c)	Address of Issuer's Principal Executive Offices: 200 Park Avenue, New York, NEW YORK , 10166-0188.
Item 4.	Purpose of Transaction
	The Board of Directors (the "Board") is reporting beneficial ownership of 108,242,821 shares of Common Stock (the "Shares") held by the MetLife Policyholder Trust (the "Trust") under the Plan of Reorganization, dated September 28, 1999, as amended (the "Plan"), of Metropolitan Life Insurance Company ("MetLife"). On April 7, 2000, 494,466,664 Shares were issued to the Trust pursuant to Section 5.2(d) of the Plan, a copy of which is attached as an exhibit to this statement. No consideration has been separately provided therefor by any member of the Board, except for Shares allocated to such member pursuant to the Plan. Since April 7, 2000, transactions by Beneficiaries (i) under the Purchase and Sale Program provided for by the Trust Agreement (as defined below), (ii) pursuant to the Issuer's split-off of Reinsurance Group of America, Incorporated, in September 2008, and (iii) to withdraw Shares from the Trust, as well as escheatment of unclaimed Shares, have resulted in a decrease in the number of Shares held by the Trust from 494,466,664 to 108,242,821 (as adjusted to reflect refinements in the calculation of the number of Shares issued to the Trust under the Plan). Under the Plan and the MetLife Policyholder Trust Agreement, dated as of November 3, 1999 (as amended, the "Trust Agreement"), by and among MetLife, the Issuer, Wilmington Trust Company (the "Trustee") and ChaseMellon Shareholder Services, L.L.C., as custodian (now known as Computershare Inc., the "Custodian"), a copy of which is attached as an exhibit to this statement, certain eligible policyholders of MetLife ("Trust Eligible Policyholders") have been allocated a number of interests in the Trust ("Trust Interests") equal to the number of shares of Common Stock allocated to the Trust Eligible Policyholders in accordance with the Plan. The assets of the Trust principally are the Shares issued to the Trust for the benefit of the Trust Eligible Policyholders and permitted transferees (collectively, the "Beneficiaries"). The Shares are held in the name of the Trustee, on behalf of the Trust, which has legal title over the Shares. The Beneficiaries do not have legal title to any part of the assets of the Trust. The Trust Interests represent undivided fractional interests in the Shares and other assets of the Trust beneficially owned by a Trust Beneficiary through the Custodian. The Trust Agreement provides the Trustee with directions as to the manner in which to vote, assent or consent the Shares at all times during the term of the Trust. On all matters brought for a vote before the stockholders of the Issuer, with the exception of a Beneficiary Consent Matter (as defined below), the Trustee will vote in accordance with the recommendation given by the Board of the Issuer to its stockholders or, if no such recommendation is given, as directed by the Board. On all Beneficiary Consent Matters, the Trustee will vote all of the Shares in favor of, in opposition to or abstain from the matter in the same ratio as the Trust Interests of the Beneficiaries that returned voting instructions to the Trustee indicating preferences for voting in favor of, in opposition to or abstaining from such matter. The Trust Agreement also contains provisions allowing Beneficiaries to instruct the Custodian to withdraw their allocated Trust Shares to participate in any tender or exchange offer for the Common Stock and to make any cash or share election, or perfect any dissenter's rights, in connection with a merger of the Issuer. A "Beneficiary Consent Matter" is: (i) a contested election of directors or, subject to certain conditions, the removal of a director, (ii) a merger or consolidation, a sale, lease or exchange of all or substantially all of the assets or a recapitalization or dissolution of the Issuer, if it requires a vote of stockholders under applicable Delaware law, (iii) any transaction that would result in an exchange or conversion of the Shares for cash, securities or other property, (iv) issuances of Common Stock prior to the first anniversary of the effective date of the Plan (the "Effective Date") at a price materially below the prevailing market price, if a vote is required to approve the issuance under Delaware law, other than issuances in an underwritten public offering or pursuant to an employee benefit plan, (v) before the first anniversary of the Effective Date, any matter that requires approval by a vote of more than a majority of the outstanding stock of the Issuer entitled to vote thereon under Delaware law or the certificate of incorporation or the by-laws of the Issuer, and any amendment to the certificate of incorporation or by-laws of the Issuer that is submitted to a vote of stockholders for approval, and (vi) proposals submitted to stockholders requiring the Board to amend the Issuer's stockholder rights plan, or redeem rights under that plan, other than a proposal with respect to which the Issuer has received advice of nationally-recognized legal counsel to the effect that the proposal is not a proper subject for stockholder action under Delaware law. The Issuer does not currently have a stockholder rights plan. The Trust Agreement contains provisions enabling the Beneficiaries to withdraw the Shares allocated to them under the Plan and the Trust Agreement for resale or otherwise and to receive dividends on such Shares.
Item 5.	Interest in Securities of the Issuer
(a)	As an entity, the Board of the Issuer beneficially owns 108,242,821 shares, or 16.28% of the Issuer's outstanding Common Stock. The Board of the Issuer is deemed to beneficially own the shares of Common Stock held by the Trust because the Board will direct the voting of these shares on certain matters submitted to a vote of stockholders. See Item 4.
(b)	As an entity, the Board of the Issuer has shared voting power with respect to 108,242,821 shares of Common Stock.
(c)	There were no transactions in the class of securities reported on that were effected by the Reporting Persons since April 28, 2025 other than transactions described in Item 4 which resulted in a decrease in the number of shares of Common Stock held by the Trust from 109,404,080 to 108,242,821.
(d)	The Beneficiaries of the Trust have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares allocated to them under the Plan and the Trust Agreement. See Item 4.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement under Rule 13d-1(k)(1)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Board of Directors of MetLife, Inc., as an entity

Signature:	*
Name/Title:	Carlos M. Gutierrez
Date:	08/07/2025

Signature:	*
Name/Title:	Carla A. Harris
Date:	08/07/2025

Signature:	*
Name/Title:	Laura J. Hay
Date:	08/07/2025

Signature:	*
Name/Title:	R. Glenn Hubbard
Date:	08/07/2025

Signature:	*
Name/Title:	Jeh C. Johnson
Date:	08/07/2025

Signature:	*
Name/Title:	William E. Kennard
Date:	08/07/2025

Signature:	*
Name/Title:	Michel A. Khalaf
Date:	08/07/2025

Signature:	*
Name/Title:	Diana L. McKenzie
Date:	08/07/2025

Signature:	*
Name/Title:	Denise M. Morrison
Date:	08/07/2025

Signature:	*
Name/Title:	Christian Mumenthaler
Date:	08/07/2025

Signature:	*
Name/Title:	Mark A. Weinberger
Date:	08/07/2025

Comments accompanying signature:

*By /s/ John A. Hall John A. Hall Attorney-in-fact

FAQ

How many MetLife (MET) shares does the Policyholder Trust currently hold?

The Trust holds 108,242,821 common shares as of 31-Jul-2025.

What percentage of MetLife’s outstanding stock does this stake represent?

It represents 16.28 % of the company’s outstanding common stock.

How has the Trust’s share count changed since the previous 13D/A filing?

The position declined by 1,161,259 shares since 28-Apr-2025, mainly due to beneficiary withdrawals and program sales.

Who holds voting power over the Trust shares?

The Board has shared voting power; beneficiaries hold economic rights but cannot direct votes except on specific consent matters.

Does the filing signal any new acquisitions or sales by MetLife’s directors?

No. The amendment is an informational update; it reports no new insider purchases or dispositions.