Manulife (MFC) prices S$500M 2.880% subordinated notes due 2036
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Manulife Financial Corporation is issuing S$500 million principal amount of 2.880% subordinated notes due June 4, 2036 in Singapore. These notes are structured to qualify as Tier 2 capital for Manulife.
The notes pay a fixed 2.880% rate until June 4, 2031, then reset to 0.931% over the prevailing five-year SORA OIS rate. Subject to prior approval from the Superintendent of Financial Institutions (Canada), Manulife may redeem the notes at par on June 4, 2031 and on any interest payment date after that, plus accrued interest. The subordinated notes rank equally with Manulife’s other subordinated indebtedness and have received in-principle approval for listing on the Singapore Exchange. The offering, made solely to non-U.S. persons under Regulation S, is expected to close on June 4, 2026 and will not be offered or sold in Canada or to Canadian residents.
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Key Figures
Subordinated notes size: S$500 million principal amount
Initial coupon: 2.880%
Reset spread: 0.931% over five-year SORA OIS
+5 more
8 metrics
Subordinated notes size
S$500 million principal amount
Subordinated notes due June 4, 2036
Initial coupon
2.880%
Fixed rate until June 4, 2031
Reset spread
0.931% over five-year SORA OIS
From June 4, 2031 to maturity
Maturity date
June 4, 2036
Final maturity of subordinated notes
First call date
June 4, 2031
Redeemable at par with regulatory approval
Employees
More than 37,000 employees
As of end of 2025
Agents
Over 106,000 agents
As of end of 2025
Customers served
Over 37 million customers
Operations across 25 markets globally
Key Terms
Tier 2 capital, subordinated notes, SORA OIS, Regulation S, +2 more
6 terms
Tier 2 capital financial
"will qualify as Tier 2 capital for Manulife"
Tier 2 capital is the secondary cushion a bank holds to absorb losses after its core capital is used, made up of items like long-term subordinated debt and certain reserves. Think of it as a backup battery that kicks in only after the main battery fails; it matters to investors because its size and quality affect a bank’s regulatory strength, creditworthiness, and the safety of dividends and bond payments under stress.
subordinated notes financial
"S$500 million principal amount of 2.880% subordinated notes due June 4, 2036"
Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.
SORA OIS financial
"0.931% over the then-prevailing five-year SORA OIS rate"
SORA OIS is a short-term interest-rate swap contract that uses the Singapore Overnight Rate Average (SORA) as its reference rate; it lets one party pay a fixed rate while the other pays a rate that floats with overnight borrowing costs. For investors, SORA OIS is like an insurance policy or bet on where overnight interest rates are headed—useful for managing borrowing costs, valuing debt-linked securities, and gauging market expectations about monetary policy.
Regulation S regulatory
"offshore transactions pursuant to 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.
U.S. persons regulatory
"to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S"
"U.S. persons" are individuals or entities considered to be based in or subject to the laws of the United States. This includes U.S. citizens, residents, and certain organizations or businesses registered or organized under U.S. law. Recognizing who qualifies as a U.S. person is important for investors because it determines which rules, regulations, and tax obligations apply to them when dealing with financial transactions or investments across borders.
Superintendent of Financial Institutions (Canada) regulatory
"with the prior approval of the Superintendent of Financial Institutions (Canada)"
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 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 | ||||||||
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 May 26, 2026 Manulife Financial Corporation to Issue S$500 million 2.880% Subordinated Notes Due 2036 | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MANULIFE FINANCIAL CORPORATION | ||||||||
By: | /s/ Scott MacIntosh | |||||||
Name: | Scott MacIntosh | |||||||
Title: | Assistant Corporate Secretary | |||||||
Date: May 26, 2026 | ||||||||
News
Release
Release
C$ unless otherwise stated TSX/NYSE/PSE: MFC SEHK: 945
For Immediate Release
May 26, 2026
For Immediate Release
May 26, 2026
Manulife Financial Corporation to Issue S$500 million 2.880% Subordinated Notes Due 2036
TORONTO - Manulife Financial Corporation (“Manulife”) announced today that it has priced an offering in Singapore of S$500 million principal amount of 2.880% subordinated notes due June 4, 2036 (the “Notes”). The offering will be made pursuant to an offering circular dated May 26, 2026 and will qualify as Tier 2 capital for Manulife.
The Notes will bear interest at a fixed rate of 2.880% until June 4, 2031 and thereafter at a rate of 0.931% over the then-prevailing five-year SORA OIS rate. The Notes mature on June 4, 2036.
Manulife may, with the prior approval of the Superintendent of Financial Institutions (Canada), redeem the Notes in whole, but not in part, on June 4, 2031 and on any interest payment date thereafter at a redemption price equal to par, together with accrued and unpaid interest to, but excluding, the date fixed for redemption. The Notes will constitute subordinated indebtedness, ranking equally and rateably with all other subordinated indebtedness of Manulife from time to time issued and outstanding (other than subordinated indebtedness which has been further subordinated in accordance with its terms).
Approval in-principle has been received from the Singapore Exchange Securities Trading Limited (the “SGX-ST”) for the listing and quotation of the Notes on the Official List of the SGX-ST. The SGX-ST takes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in this press release. Admission of the Notes to the Official List of the SGX-ST and quotation of the Notes on the SGX-ST are not to be taken as an indication of the merits of Manulife, its subsidiaries, associated companies or the merits of the Notes.
DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch and Standard Chartered Bank (Singapore) Limited, have been appointed as joint lead managers and bookrunners for the offering. Bank of China Limited, Singapore Branch has been appointed as co-manager for the offering.
The offering is expected to close on June 4, 2026.
The Notes 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 or other jurisdiction and may not be offered or sold within the United States, or to, or for the account or benefit of, “U.S. persons” (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities law. The offering will be made solely to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. This press release does not constitute an offer to sell or a solicitation to buy securities in the United States or any other jurisdiction where it is unlawful to do so.
The Notes will not be offered or sold, directly or indirectly, in Canada or to any resident of Canada.
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 manulife.com.
Media Contact Fiona McLean Manulife 437-441-7491 fiona_mclean@manulife.com | Investor Relations Derek Theobalds Manulife 416-254-1774 derek_theobalds@manulife.com | ||||
FAQ
What type of securities is Manulife (MFC) issuing in this 6-K?
Manulife is issuing S$500 million principal amount of 2.880% subordinated notes due June 4, 2036. These notes qualify as Tier 2 capital, ranking below senior debt but above equity in the capital structure.
What is the interest rate on Manulife (MFC) S$500 million subordinated notes?
The notes pay a fixed 2.880% interest rate until June 4, 2031. After that date, the rate resets to 0.931% over the then-prevailing five-year SORA overnight indexed swap (OIS) rate.
When do Manulife (MFC) 2.880% subordinated notes mature and when can they be redeemed?
The notes mature on June 4, 2036. With prior approval from the Superintendent of Financial Institutions (Canada), Manulife may redeem them at par on June 4, 2031 and on any interest payment date thereafter, plus accrued and unpaid interest.
Where will Manulife (MFC) S$500 million subordinated notes be listed and traded?
The notes have received in-principle approval for listing and quotation on the Official List of the Singapore Exchange Securities Trading Limited. Admission and quotation are not an indication of the merits of Manulife or the notes.
Who can buy Manulife (MFC) S$500 million subordinated notes under this offering?
The notes will be offered solely to non-U.S. persons in offshore transactions under Regulation S. They will not be registered under the U.S. Securities Act and will not be offered or sold in Canada or to Canadian residents.
Who are the joint lead managers for Manulife (MFC) S$500 million notes issue?
DBS Bank Ltd., The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch, and Standard Chartered Bank (Singapore) Limited are joint lead managers and bookrunners, with Bank of China Limited, Singapore Branch acting as co-manager.
How large is Manulife (MFC) as described in this filing?
At the end of 2025, Manulife had more than 37,000 employees, over 106,000 agents, and thousands of distribution partners, serving over 37 million customers across 25 markets globally through its insurance and wealth management businesses.