Manulife (NYSE: MFC) confirms 2026 preferred share conversion options
Filing Impact
Filing Sentiment
Form Type
6-K/A
Rhea-AI Filing Summary
Manulife Financial Corporation filed an amended Form 6-K to replace a prior version and correct clerical errors, attaching an updated news release. The release states Manulife will not redeem its outstanding Series 3 and Series 4 Class 1 preferred shares on June 19, 2026, preserving investor holdings.
Holders of the 6,537,903 Series 3 Preferred Shares and 1,462,097 Series 4 Preferred Shares may elect to convert between the two series on a one-for-one basis on June 19, 2026, subject to minimum outstanding thresholds of 1,000,000 shares per series. Deadlines, automatic conversion conditions and future dividend reset dates and announcement timing are detailed for investors.
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Key Figures
Series 3 preferred shares outstanding: 6,537,903 shares
Series 4 preferred shares outstanding: 1,462,097 shares
Conversion instruction deadline: June 4, 2026, 5:00 p.m.
+5 more
8 metrics
Series 3 preferred shares outstanding
6,537,903 shares
Non-cumulative Rate Reset Class 1 Shares Series 3 outstanding before June 19, 2026
Series 4 preferred shares outstanding
1,462,097 shares
Non-cumulative Floating Rate Class 1 Shares Series 4 outstanding before June 19, 2026
Conversion instruction deadline
June 4, 2026, 5:00 p.m.
Toronto time deadline for brokers to submit preferred share conversion instructions
Conversion effective date
June 19, 2026
Date when Series 3 and Series 4 preferred share conversions take effect
Series 3 reset period
June 20, 2026–June 19, 2031
Five-year dividend rate period for Series 3 Preferred Shares
Series 4 rate period
June 20, 2026–September 19, 2026
Three-month dividend rate period for Series 4 Preferred Shares
Minimum shares per series
1,000,000 shares
Threshold below which remaining shares of a series are automatically converted into the other series
Dividend rate announcement date
May 21, 2026
Date Manulife will announce new dividend rates for Series 3 and Series 4
Key Terms
Non-cumulative Rate Reset Class 1 Shares Series 3, Non-cumulative Floating Rate Class 1 Shares Series 4, Conversion Privileges, prospectus supplement, +2 more
6 terms
Conversion Privileges financial
"Manulife Financial announces Conversion Privileges for its Series 3 and Series 4 Class 1 Preferred Shares"
prospectus supplement regulatory
"subject to certain conditions described in the prospectus supplement dated March 7, 2011"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Securities Act of 1933 regulatory
"not been and will not be registered in the United States under the United States Securities Act of 1933"
U.S. person regulatory
"to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S under the Securities Act)"
A U.S. person is anyone or any entity treated as subject to U.S. rules for taxes, securities and other regulations — typically U.S. citizens, lawful permanent residents, people who live in the U.S. long-term, and companies, trusts or estates organized under U.S. law. It matters to investors because being classified as a U.S. person can determine what investments you may buy, what disclosures or reports are required, and which tax and compliance obligations apply, like a membership badge that decides which rulebook governs you.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2026
Commission File Number: 1-14942
MANULIFE FINANCIAL CORPORATION
(Translation of registrant's name into English)
200 Bloor Street East
North Tower 10
Toronto, Ontario, Canada M4W 1E5
(416) 926-3000
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F | ¨ | Form 40-F | x | ||||||||
EXPLANATORY NOTE
Manulife Financial Corporation hereby furnishes this Amendment No. 1 on Form 6-K/A (this "Form 6-K/A") to amend its original report on Form 6-K (Exhibit 99.1 News Release dated May 4, 2026) (the "Original Form 6-K"), which was furnished to the Securities and Exchange Commission on May 4, 2026. The purpose of this Form 6-K/A is solely to correct certain inadvertent clerical errors in Exhibit 99.1 to the Original Form 6-K. This Form 6-K/A supersedes and replaces the Original Form 6-K in its entirety.
DOCUMENTS FILED AS PART OF THIS FORM 6-K/A
The following documents, filed as exhibits to this Form 6-K/A, are incorporated by reference as part of this Form 6-K/A:
| Exhibit | Description of Exhibit | ||||
| 99.1 | News release dated May 4, 2026 Manulife Financial announces Conversion Privileges for its Series 3 and Series 4 Class 1 Preferred Shares | ||||
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, thereunto duly authorized.
| MANULIFE FINANCIAL CORPORATION | ||||||||
By: | /s/ Scott MacIntosh | |||||||
Name: | Scott MacIntosh | |||||||
Title: | Assistant Corporate Secretary | |||||||
Date: May 4, 2026 | ||||||||
EXHIBIT 99.1
News
Release
Release
C$ unless otherwise stated TSX/NYSE/PSE: MFC SEHK: 945
For Immediate Release
May 4, 2026
For Immediate Release
May 4, 2026
Manulife Financial announces Conversion Privileges for its
Series 3 and Series 4 Class 1 Preferred Shares
TORONTO – Manulife Financial Corporation (“Manulife”) today announced that it does not intend to exercise its right to redeem all or any of its currently outstanding 6,537,903 Non-cumulative Rate Reset Class 1 Shares Series 3 (the “Series 3 Preferred Shares”) (TSX: MFC.PR.F) or 1,462,097 Non-cumulative Floating Rate Class 1 Shares Series 4 (the “Series 4 Preferred Shares”) (TSX: MFC.PR.P) on June 19, 2026.
As a result, subject to certain conditions described in the prospectus supplement dated March 7, 2011 relating to the issuance of the Series 3 Preferred Shares and Series 4 Preferred Shares (the “Prospectus”), the holders of the Series 3 Preferred Shares have the right, at their option, to convert all or part of their Series 3 Preferred Shares on a one-for-one basis into Series 4 Preferred Shares on June 19, 2026. As well, subject to certain conditions, the holders of Series 4 Preferred Shares have the right to convert all or part of their Series 4 Preferred Shares on a one-for-one basis into Series 3 Preferred Shares on June 19, 2026. Holders who do not exercise their right to convert their Series 3 Preferred Shares into Series 4 Preferred Shares will retain their Series 3 Preferred Shares. Holders who do not exercise their right to convert their Series 4 Preferred Shares into Series 3 Preferred Shares will retain their Series 4 Preferred Shares.
Beneficial owners of Series 3 Preferred Shares and Series 4 Preferred Shares who wish to exercise their right of conversion should instruct their broker or other nominee to exercise such right before 5:00 p.m. (Toronto time) on June 4, 2026.
The foregoing conversions are subject to the conditions that: (i) if, after June 4, 2026, Manulife determines that there would be less than 1,000,000 Series 3 Preferred Shares outstanding on June 19, 2026, then all remaining Series 3 Preferred Shares will automatically be converted into an equal number of Series 4 Preferred Shares on June 19, 2026, and (ii) if, after June 4, 2026, Manulife determines that there would be less than 1,000,000 Series 4 Preferred Shares outstanding on June 19, 2026, then all remaining Series 4 Preferred Shares will automatically be converted into an equal number of Series 3 Preferred Shares. In either case, Manulife shall give written notice to that effect to any registered holders of Series 3 and Series 4 Preferred Shares on or before June 7, 2026.
The dividend rate applicable to the Series 3 Preferred Shares for the 5-year period commencing on June 20, 2026, and ending on June 19, 2031, and the dividend rate applicable to the Series 4 Preferred Shares for the 3-month period commencing on June 20, 2026, and ending on
EXHIBIT 99.1
September 19, 2026, will be determined and announced by way of a news release on May 21, 2026. Manulife will also give written notice of these dividend rates to the registered holders of Series 3 Preferred Shares and Series 4 Preferred Shares.
Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, TSX Trust Company (Canada), at 1-800-783-9495.
The Series 3 Preferred Shares and the Series 4 Preferred Shares have not been and will not be registered in the United States under the United States Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly in the United States or to, or for the account or benefit of, a “U.S. person” (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from such registration requirements. This press release does not constitute an offer to sell or a solicitation to buy securities in the United States and any public offering of the securities in the United States must be made by means of a prospectus.
About Manulife
Manulife Financial Corporation is a leading international financial services provider, headquartered in Toronto, Canada. Anchored in our ambition to be the number one choice for customers, we operate as Manulife across Canada and Asia, and primarily as John Hancock in the United States, providing financial advice, insurance and health solutions for individuals, groups and businesses. Through Manulife Wealth & Asset Management, we offer global investment solutions, financial advice, and retirement plan services to individuals, institutions, and retirement plan members worldwide. At the end of 2025, we had more than 37,000 employees, over 106,000 agents, and thousands of distribution partners, serving over 37 million customers with operations across 25 markets globally. We trade as ‘MFC’ on the Toronto, New York, and Philippine stock exchanges, and under ‘945’ on the Hong Kong stock exchange. Not all offerings are available in all jurisdictions. For additional information, please visit https://www.manulife.ca/.
Media Relations: Fiona McLean Manulife 437-441-7491 fiona_mclean@manulife.com | Investor Relations: Derek Theobalds Manulife 416-254-1774 derek_theobalds@manulife.com | ||||
FAQ
What does Manulife (MFC) disclose in this amended Form 6-K?
Manulife’s amended Form 6-K replaces an earlier version to fix clerical errors and reissues a news release about its preferred shares. It confirms no planned redemption of Series 3 and Series 4 Class 1 preferred shares on June 19, 2026, and outlines related conversion rights.