Manulife (NYSE: MFC) sets 2026 conversion window for Series 3 & 4 prefs
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Manulife Financial Corporation is leaving its preferred share capital structure unchanged in 2026 and will not redeem its outstanding Series 3 or Series 4 Class 1 Preferred Shares on June 19, 2026. Instead, holders of the 6,537,903 Series 3 and 1,462,097 Series 4 shares may choose to convert all or part of their holdings into the other series on a one-for-one basis on that date.
Beneficial owners who wish to convert must instruct their broker by 5:00 p.m. Toronto time on June 4, 2026. If, after that date, either series would have fewer than 1,000,000 shares outstanding, all remaining shares of that small series will automatically convert into the other series on June 19, 2026. New dividend rates for Series 3 (for June 20, 2026–June 19, 2031) and Series 4 (for June 20–September 19, 2026) will be announced on May 21, 2026.
Positive
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Negative
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Key Figures
Series 3 preferred shares outstanding: 6,537,903 shares
Series 4 preferred shares outstanding: 1,462,097 shares
Minimum series size for standalone status: 1,000,000 shares
+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
Minimum series size for standalone status
1,000,000 shares
Threshold below which remaining shares of a series automatically convert on June 19, 2026
Conversion election deadline
June 4, 2026, 5:00 p.m. Toronto time
Cut-off for beneficial owners to instruct brokers to convert preferred shares
Series 3 new dividend period
June 20, 2026–June 19, 2031
Future 5-year period for reset dividend rate on Series 3 preferred shares
Series 4 new dividend period
June 20, 2026–September 19, 2026
Future 3-month period for new floating dividend rate on Series 4 preferred shares
Employees at end of 2025
more than 37,000
Global employee count at the end of 2025
Customers served globally
over 37 million
Customer count across 25 markets at the end of 2025
Key Terms
Non-cumulative Rate Reset, Non-cumulative Floating Rate, Registrar and Transfer Agent, Securities Act of 1933, +1 more
5 terms
Non-cumulative Rate Reset financial
"6,537,903 Non-cumulative Rate Reset Class 1 Shares Series 3"
Non-cumulative Floating Rate financial
"1,462,097 Non-cumulative Floating Rate Class 1 Shares Series 4"
Registrar and Transfer Agent financial
"Conversion inquiries should be directed to Manulife’s Registrar and Transfer Agent, TSX Trust Company (Canada)"
A registrar and transfer agent is the third-party service that keeps the official list of a company's shareholders and carries out changes to ownership — issuing or cancelling shares, recording trades, and handling name or address updates. Think of them as a combination of a secure records office and a mail carrier for stock ownership: they make sure who owns what is correct, process transfers smoothly, and handle dividend or corporate-action payments, which protects investors and preserves clear, trustworthy ownership records.
Securities Act of 1933 regulatory
"not been and will not be registered in the United States under the United States Securities Act of 1933"
Regulation S regulatory
"a “U.S. person” (as defined in Regulation S under the Securities Act)"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
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 April, 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 | ||||||||
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 April X, 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: April X, 2026 | ||||||||
EXHIBIT 99.1
News
Release
Release
C$ unless otherwise stated TSX/NYSE/PSE: MFC SEHK: 945
For Immediate Release
April X, 2026
For Immediate Release
April X, 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 automatic conversion conditions apply to Manulife (MFC) Series 3 and Series 4 preferred shares?
If fewer than 1,000,000 shares of either series would remain after June 4, 2026, all of that small series will automatically convert into the other series on June 19, 2026. Manulife will notify registered holders by written notice on or before June 7, 2026.