MetLife (NYSE: MET) board details 16.2% beneficial stake held through policyholder trust

Rhea-AI Filing Summary

MetLife, Inc.’s board of directors, as an entity, reports beneficial ownership of 103,885,196 shares of common stock, representing 16.2% of the company’s outstanding shares as of April 30, 2026. These shares are held in the MetLife Policyholder Trust created under MetLife’s demutualization plan.

The board is deemed to beneficially own the trust shares because it directs how they are voted on most stockholder matters, while policyholder beneficiaries retain economic rights such as dividends and sale proceeds. Trust holdings have steadily declined from 494,466,664 shares issued to the trust in 2000, including a recent decrease from 105,374,380 shares to 103,885,196 shares due to beneficiary-related transactions.

Key Figures

Beneficially owned shares: 103,885,196 shares Ownership percentage: 16.2% Original trust issuance: 494,466,664 shares +2 more

5 metrics

Beneficially owned shares 103,885,196 shares Common stock beneficially owned by the board as an entity, as of April 30, 2026

Ownership percentage 16.2% Percent of MetLife’s outstanding common stock represented by 103,885,196 shares

Original trust issuance 494,466,664 shares Shares issued to the MetLife Policyholder Trust on April 7, 2000 under the Plan of Reorganization

Prior trust holding 105,374,380 shares Trust’s MetLife common stock before recent transactions since February 12, 2026

Current shared voting power 103,885,196 shares Shares over which the board, as an entity, has shared voting power

Key Terms

MetLife Policyholder Trust, Plan of Reorganization, Beneficiary Consent Matter, Trust Interests, +1 more

5 terms

MetLife Policyholder Trust financial

"The Board is reporting beneficial ownership of 103,885,196 shares of Common Stock (the "Shares") held by the MetLife Policyholder Trust"

Plan of Reorganization financial

"under the Plan of Reorganization, dated September 28, 1999, as amended (the "Plan"), of Metropolitan Life Insurance Company"

A plan of reorganization is a formal blueprint used during bankruptcy to rearrange a company’s debts, assets and ownership so it can keep operating. It lays out who gets paid, what creditors and shareholders receive, and how the business will change going forward; think of it as a court-approved debt and recovery roadmap that decides whether investors keep value, receive new securities or cash, or lose their stake.

Beneficiary Consent Matter financial

"with the exception of a Beneficiary Consent Matter (as defined below), the Trustee will vote in accordance with the recommendation"

Trust Interests financial

"Trust Eligible Policyholders have been allocated a number of interests in the Trust ("Trust Interests") equal to the number of shares"

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 105)

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)

05/07/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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 103,885,196.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

103,885,196.00

12

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

13

Percent of class represented by amount in Row (11)

16.2 %

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 April 30, 2026.

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 103,885,196 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 103,885,196 (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 103,885,196 shares, or 16.2% 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 103,885,196 shares of Common Stock.
(c)	There were no transactions in the class of securities reported on that were effected by the Reporting Persons since February 12, 2026 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 105,374,380 to 103,885,196.
(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) Exhibit 99.2 Power of Attorney - Daniel S. Glaser Exhibit 99.3 Power of Attorney - Michelle Seitz

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:	Daniel S. Glaser
Date:	05/07/2026

Signature:	*
Name/Title:	Carlos M. Gutierrez
Date:	05/07/2026

Signature:	*
Name/Title:	Carla A. Harris
Date:	05/07/2026

Signature:	*
Name/Title:	Laura J. Hay
Date:	05/07/2026

Signature:	*
Name/Title:	R. Glenn Hubbard
Date:	05/07/2026

Signature:	*
Name/Title:	Jeh C. Johnson
Date:	05/07/2026

Signature:	*
Name/Title:	William E. Kennard
Date:	05/07/2026

Signature:	*
Name/Title:	Michel A. Khalaf
Date:	05/07/2026

Signature:	*
Name/Title:	Diana L. McKenzie
Date:	05/07/2026

Signature:	*
Name/Title:	Denise M. Morrison
Date:	05/07/2026

Signature:	*
Name/Title:	Christian Mumenthaler
Date:	05/07/2026

Signature:	*
Name/Title:	Michelle Seitz
Date:	05/07/2026

Signature:	*
Name/Title:	Mark A. Weinberger
Date:	05/07/2026

Comments accompanying signature:

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

FAQ

What ownership stake in MetLife (MET) does the board report in this Schedule 13D/A?

The board of MetLife, Inc. reports beneficial ownership of 103,885,196 common shares, representing 16.2% of the company’s outstanding stock. This stake is held through the MetLife Policyholder Trust, which was created as part of MetLife’s demutualization and holds shares for eligible policyholders.

How are the MetLife (MET) Policyholder Trust shares controlled and voted?

The MetLife Policyholder Trust shares are legally held by a trustee, but the board directs voting on most stockholder matters. For specified Beneficiary Consent Matters, the trustee votes all trust shares in proportion to beneficiaries’ voting instructions returned for or against those proposals.

How has the MetLife Policyholder Trust’s share position changed over time?

The trust originally received 494,466,664 MetLife shares in 2000. Over time, beneficiary purchases and sales, a 2008 split-off of Reinsurance Group of America, withdrawals of shares, and escheatment of unclaimed shares have reduced the holding to 103,885,196 shares as of April 30, 2026.

What economic rights do MetLife (MET) policyholder beneficiaries have under the trust?

Beneficiaries of the MetLife Policyholder Trust have the right to receive dividends and sale proceeds on shares allocated to them. They may also instruct withdrawals of their shares to participate in tender or exchange offers, make cash or share elections in mergers, or exercise dissenter’s rights.

Why is the MetLife (MET) board deemed to beneficially own the trust’s shares?

As an entity, the board is deemed to beneficially own the 103,885,196 trust-held shares because it directs how these shares are voted on most stockholder matters. This voting control triggers beneficial ownership reporting even though economic benefits flow to policyholder beneficiaries.

What recent change in MetLife (MET) trust share holdings is disclosed?

Since February 12, 2026, transactions described in the filing reduced the trust’s MetLife common stock holdings from 105,374,380 shares to 103,885,196 shares. These changes reflect beneficiary-related activity affecting the number of shares remaining in the MetLife Policyholder Trust.