Manulife (TSX: MFC) sets up 42M-share Normal Course Issuer Bid

Rhea-AI Filing Summary

Manulife Financial Corporation plans a new Normal Course Issuer Bid that would allow it to repurchase for cancellation up to 42 million common shares, about 2.5% of its issued and outstanding stock, subject to Toronto Stock Exchange approval.

As of January 31, 2026, Manulife had 1,676,743,043 common shares outstanding. The bid may run for up to one year once accepted and permits purchases on the TSX, NYSE, alternative trading systems, and via private agreements or derivative-based programs, all within the 42 million-share cap. Canada’s federal insurance regulator has approved the bid, which follows completion of a prior 51.5 million-share buyback at a volume weighted average price of $44.28.

Insights

Equity capital markets analyst

Manulife lines up a new, TSX-approved share repurchase capacity equal to about 2.5% of its stock.

Manulife intends to launch a Normal Course Issuer Bid permitting the purchase for cancellation of up to 42 million common shares, representing roughly 2.5% of its issued and outstanding shares. The Office of the Superintendent of Financial Institutions has already approved the program, and TSX approval is required.

The company can buy shares on major exchanges, through private agreements at discounts, and via derivative-based arrangements, as long as total purchases stay within the 42 million-share cap. A prior 2025 program was fully used for 51.5 million shares at a volume weighted average price of $44.28, indicating active use of buybacks in its capital management strategy.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 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 ☒

DOCUMENTS FILED AS PART OF THIS FORM 6-K

The following documents, filed as exhibits to this Form 6-K, are incorporated by reference

as part of this Form 6-K:

Exhibit	Description of Exhibit
99.1	News Release dated February 11, 2026 announcing intention to launch Normal Course Issuer Bid

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:  February 11, 2026

    Exhibit 99.1

News

Release

C$ unless otherwise stated                                                    TSX/NYSE/PSE: MFC    SEHK: 945

For Immediate Release

February 11, 2026

Manulife announces intention to launch Normal Course Issuer Bid

TORONTO – Manulife Financial Corporation (“Manulife”) announced today that, subject to the

approval of the Toronto Stock Exchange (“TSX”), it intends to launch a Normal Course Issuer

Bid (“NCIB”) permitting the purchase for cancellation of up to 42 million of its common shares,

representing approximately 2.5% of Manulife’s issued and outstanding common shares. The

Office of the Superintendent of Financial Institutions (Canada) has approved the NCIB. As at

January 31, 2026, Manulife had 1,676,743,043 common shares issued and outstanding.

Having an NCIB in place will provide Manulife with the flexibility to purchase common shares as

part of its capital management strategy which is designed to maintain healthy regulatory capital

ratios while balancing the objective of generating shareholder value.

Purchases under the NCIB may be made through the facilities of the TSX, the New York Stock

Exchange, and alternative trading systems in Canada and the United States at market prices

prevailing at the time of purchase or such other price as may be permitted. Manulife will file a

notice of intention to make an NCIB with the TSX.  The bid period will commence after the TSX

has accepted the notice of intention and continue for up to one year. All common shares

acquired by Manulife under the NCIB will be cancelled. Purchases will be subject to compliance

with applicable Canadian securities laws and United States federal securities laws.

In addition, Manulife may undertake purchases of its common shares outside of Canada and the

United States in compliance with applicable laws. Subject to regulatory approval, Manulife may

also acquire common shares directly from other holders by way of private agreement pursuant

to issuer bid exemption orders issued by applicable securities regulatory authorities. Any private

purchase made under an exemption order issued by a securities regulatory authority will

generally be at a discount to the prevailing market price. Manulife may also enter into derivative-

based programs in support of its purchase activities, including the writing of put options and

forward purchase agreements, accelerated share purchase transactions, other equity contracts

or use other methods of acquiring shares, in each case subject to regulatory approval and on

such terms and at such times as shall be permitted by applicable securities laws. The total

number of common shares purchased under the NCIB and all other potential arrangements will

not exceed 42 million common shares.

Subject to regulatory approval, Manulife intends from time to time to enter into pre-defined plans

with a registered investment dealer to allow for the purchase of common shares at times when

Manulife ordinarily would not be active in the market due to its own internal trading blackout

periods, insider trading rules or otherwise. Any such plans will be adopted in accordance with

applicable Canadian securities laws and United States federal securities laws.

    Exhibit 99.1

Manulife’s most recent normal course issuer bid (the “2025 NCIB”) commenced on February 24,

2025, for the purchase of up to 51.5 million common shares, and expires on February 23, 2026.

Manulife completed the purchase of 51.5 million common shares for cancellation during the

period from the commencement of its 2025 NCIB to January 22, 2026, at a volume weighted

average purchase price per common share of $44.28. All purchases were made through the

facilities of the TSX.

Caution regarding forward-looking statements

This document contains forward-looking statements within the meaning of the "safe harbour"

provisions of Canadian provincial securities laws and the U.S. Private Securities Litigation

Reform Act of 1995 with respect to possible future purchases by Manulife of its common shares.

Although we believe that the expectations reflected in such forward-looking statements are

reasonable, such statements involve risks and uncertainties, and undue reliance should not be

placed on such statements. Certain material factors or assumptions are applied in making

forward-looking statements, and actual results may differ materially from those expressed or

implied in such statements. Important factors that could cause actual common share purchases

to differ materially from expectations include but are not limited to the fact that the amount and

timing of any future common share purchases will depend on the earnings, cash requirements

and financial condition of Manulife, market conditions, capital requirements (including under

LICAT capital standards), common share issuance requirements, applicable law and regulations

(including Canadian and U.S. securities laws and Canadian insurance company regulations),

and other factors deemed relevant by Manulife, and may be subject to regulatory approval or

conditions.

Additional information about material risk factors that could cause actual results to differ

materially from expectations may be found in our most recent annual and interim reports and

elsewhere in our filings with Canadian and U.S. securities regulators.

The forward-looking statements in this document are, unless otherwise indicated, stated as of

the date hereof. We do not undertake to update any forward-looking statements, except as

required by law. 

About Manulife

Manulife Financial Corporation is a leading international financial services provider, helping our

customers make their decisions easier and lives better. With our global headquarters in Toronto,

Canada, we operate as Manulife across Canada, Asia, and Europe, and primarily as John

Hancock in the United States, providing financial advice and insurance for individuals, groups

and businesses. Through Manulife Wealth & Asset Management, we offer global investment,

financial advice, and retirement plan services to individuals, institutions, and retirement plan

members worldwide. At the end of 2024, we had more than 37,000 employees, over 109,000

agents, and thousands of distribution partners, serving over 36 million customers. We trade as

‘MFC’ on the Toronto, New York, and the Philippine stock exchanges, and under ‘945’ in Hong

Kong.  Not all offerings are available in all jurisdictions. For additional information, please visit

manulife.com.

    Exhibit 99.1

Media Relations:	Investor Relations:
Fiona McLean	Derek Theobalds
Manulife	Manulife
437-441-7491	416-254-1774
fiona_mclean@manulife.com	derek_theobalds@manulife.com

FAQ

What share repurchase has Manulife (MFC) announced in this update?

Manulife plans a new Normal Course Issuer Bid allowing repurchase for cancellation of up to 42 million common shares. This represents about 2.5% of its issued and outstanding stock, providing flexibility within its capital management strategy once the Toronto Stock Exchange accepts the program.

How large is Manulife’s new Normal Course Issuer Bid relative to its shares outstanding?

The planned Normal Course Issuer Bid covers up to 42 million common shares, about 2.5% of Manulife’s issued and outstanding shares. As of January 31, 2026, the company reported 1,676,743,043 common shares outstanding, giving investors a sense of the potential scale of repurchases.

Which regulators and exchanges are involved in Manulife (MFC)’s new buyback program?

The new buyback requires approval from the Toronto Stock Exchange before it begins. Canada’s Office of the Superintendent of Financial Institutions has already approved the program. Purchases may be made on the TSX, the New York Stock Exchange, and alternative trading systems in Canada and the United States.

How did Manulife’s previous 2025 Normal Course Issuer Bid perform?

Manulife’s 2025 Normal Course Issuer Bid authorized the purchase of up to 51.5 million common shares and was fully completed. Between its start on February 24, 2025, and January 22, 2026, the company bought 51.5 million shares for cancellation at a volume weighted average price of $44.28.

Can Manulife (MFC) use derivatives or private agreements in its share repurchases?

Manulife may support repurchases with derivative-based programs such as written put options, forward purchase agreements, accelerated share purchase transactions, and other equity contracts. It may also buy shares by private agreement under issuer bid exemption orders, generally at a discount, within the 42 million-share overall cap.

Over what period can Manulife conduct the new Normal Course Issuer Bid?

The new Normal Course Issuer Bid will begin after the Toronto Stock Exchange accepts Manulife’s notice of intention. Once started, the bid period can continue for up to one year, during which the company may buy and cancel shares within the 42 million-share limit, subject to applicable laws.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EX-99.1 40.8 KB