Manulife (MFC) consolidates Series 4 into Series 3 preferreds and sets 4.64% rate

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Manulife Financial Corporation announced the results of conversion elections for its Class 1 Preferred Shares, Series 3 and Series 4. Only 17,750 of the 6,537,903 outstanding Series 3 shares were elected to convert into Series 4, while 886,331 of the 1,462,097 outstanding Series 4 shares were elected to convert into Series 3.

Because fewer than 1,000,000 Series 4 shares would remain, Manulife will automatically convert all remaining Series 4 shares into Series 3 on June 19, 2026, and Series 3 holders will not be able to convert into Series 4. After this, Manulife will have 8,000,000 Series 3 preferred shares outstanding, listed on the Toronto Stock Exchange as MFC.PR.F.

For the five-year period from June 20, 2026 to June 19, 2031, Series 3 holders will receive fixed, non-cumulative quarterly dividends at an annual rate of 4.64000%, equal to $0.290000 per share per quarter, based on the five-year Government of Canada bond yield plus 1.41%.

Key Figures

Series 3 elected for conversion: 17,750 shares Outstanding Series 3 before elections: 6,537,903 shares Series 4 elected for conversion: 886,331 shares +5 more

8 metrics

Series 3 elected for conversion 17,750 shares Series 3 shares elected to convert into Series 4 by June 4, 2026

Outstanding Series 3 before elections 6,537,903 shares Non-cumulative Rate Reset Class 1 Shares Series 3 outstanding prior to conversion

Series 4 elected for conversion 886,331 shares Series 4 shares elected to convert into Series 3 by June 4, 2026

Outstanding Series 4 before elections 1,462,097 shares Non-cumulative Floating Rate Class 1 Shares Series 4 outstanding prior to conversion

Series 3 shares after conversion 8,000,000 shares Series 3 preferred shares issued and outstanding as of June 19, 2026

Series 3 dividend rate 4.64000% per annum Fixed non-cumulative rate from June 20, 2026 to June 19, 2031

Quarterly dividend per share $0.290000 per share Series 3 quarterly dividend during the 2026–2031 reset period

Spread over GoC bond 1.41% Series 3 rate equals five-year Government of Canada bond yield plus 1.41%

Key Terms

Non-cumulative Rate Reset Class 1 Shares Series 3, Non-cumulative Floating Rate Class 1 Shares Series 4, conversion privileges, Insurance Companies Act (Canada), +2 more

6 terms

Non-cumulative Rate Reset Class 1 Shares Series 3 financial

"its currently outstanding 6,537,903 Non-cumulative Rate Reset Class 1 Shares Series 3"

Non-cumulative Floating Rate Class 1 Shares Series 4 financial

"into Non-cumulative Floating Rate Class 1 Shares Series 4 of Manulife"

conversion privileges financial

"announces results of Conversion Privileges of Class 1 Preferred Shares, Series 3 and Series 4"

Insurance Companies Act (Canada) regulatory

"subject to the provisions of the Insurance Companies Act (Canada)"

non-cumulative preferential cash dividends financial

"will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis"

United States Securities Act of 1933 regulatory

"not been and will not be registered in the United States under the United States Securities Act of 1933"

A federal law that requires companies to provide clear, written information when they sell stocks, bonds or other investment securities to the public, and that outlaws misleading claims or fraud in those offerings. It matters to investors because it forces sellers to lay out the key facts — like a detailed menu for an unfamiliar restaurant — so buyers can compare options, understand risks, and rely on a legal framework if important information is omitted or deceptive.

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Form 6-K: How Foreign Companies Report to the SEC →

06/05/2026 - 12:12 PM

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 June, 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 June 5, 2026 Manulife Financial Corporation announces results of Conversion Privileges of Class 1 Preferred Shares, Series 3 and Series 4

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: June 5, 2026

EXHIBIT 99.1

News
Release

C$ unless otherwise stated TSX/NYSE/PSE: MFC SEHK: 945
For Immediate Release
June 5, 2026

Manulife Financial Corporation announces results of Conversion Privileges of Class 1 Preferred Shares, Series 3 and Series 4

TORONTO – Manulife Financial Corporation (“Manulife”) today announced that after having taken into account all election notices received by the June 4, 2026 deadline for conversion, 17,750 of its currently outstanding 6,537,903 Non-cumulative Rate Reset Class 1 Shares Series 3 (the “Series 3 Preferred Shares”) have been elected for conversion on June 19, 2026, on a one-for-one basis, into Non-cumulative Floating Rate Class 1 Shares Series 4 of Manulife (the “Series 4 Preferred Shares"), and 886,331 of its currently outstanding 1,462,097 Series 4 Preferred Shares have been elected for conversion on June 19, 2026, on a one-for-one basis, into Series 3 Preferred Shares.

Since there would be fewer than 1,000,000 Series 4 Preferred Shares outstanding after the conversion date (June 19, 2026), after taking into account all such election notices received by the June 4, 2026 deadline for conversion, (i) Manulife will automatically convert all remaining Series 4 Preferred Shares into Series 3 Preferred Shares, on a one-for-one basis, on the conversion date, and (ii) the holders of Series 3 Preferred Shares are not entitled to convert their Series 3 Preferred Shares into Series 4 Preferred Shares.

As a result, after giving effect to such conversion, on June 19, 2026, Manulife will have 8,000,000 Series 3 Preferred Shares issued and outstanding. The Series 3 Preferred Shares are listed on the Toronto Stock Exchange under the symbols MFC.PR.F.

As announced by Manulife on May 21, 2026, after June 19, 2026, holders of Series 3 Preferred Shares will be entitled to receive fixed rate non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors of Manulife (the “Board”) and subject to the provisions of the Insurance Companies Act (Canada). The dividend rate for the five-year period commencing on June 20, 2026, and ending on June 19, 2031, will be 4.64000% per annum or $0.290000 per share per quarter, being equal to the sum of the five-year Government of Canada bond yield as at May 21, 2026, plus 1.41%, as determined in accordance with the terms of the Series 3 Preferred Shares.

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 manulife.com.


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

Source: View Original Filing on SEC EDGAR

FAQ

What did Manulife (MFC) announce about its Series 3 and Series 4 preferred shares?

Manulife announced the results of conversion elections between its Series 3 and Series 4 Class 1 preferred shares. Limited voluntary conversions triggered an automatic full conversion of all Series 4 shares into Series 3 on June 19, 2026, consolidating the preferred series.

How many Manulife Series 3 preferred shares will be outstanding after the conversion?

After the June 19, 2026 conversions, Manulife will have 8,000,000 Series 3 preferred shares outstanding. These Class 1 preferred shares remain listed on the Toronto Stock Exchange under the symbol MFC.PR.F, providing a single, fixed-rate preferred series going forward.

What dividend rate will Manulife Series 3 preferred shares pay after June 19, 2026?

Series 3 preferred shares will pay a fixed, non-cumulative dividend at 4.64000% per annum. This equals $0.290000 per share per quarter from June 20, 2026 to June 19, 2031, based on the five-year Government of Canada bond yield plus 1.41%.

Why are all Manulife Series 4 preferred shares being converted into Series 3?

All Series 4 preferred shares will be converted because fewer than 1,000,000 Series 4 shares would remain after elections. Under the share terms, this threshold triggers automatic one-for-one conversion of all remaining Series 4 shares into Series 3 on June 19, 2026.

Can Manulife Series 3 preferred shareholders still convert into Series 4 shares?

Series 3 preferred shareholders will not be entitled to convert into Series 4 shares. Because all remaining Series 4 shares will be automatically converted into Series 3 on June 19, 2026, the floating-rate Series 4 series will no longer exist after that date.

Are Manulife’s Series 3 and Series 4 preferred shares registered for sale in the United States?

Manulife’s Series 3 and Series 4 Class 1 preferred shares have not been and will not be registered under the U.S. Securities Act of 1933. They may not be offered or sold in the United States without registration or a valid exemption from U.S. registration requirements.

Filing Exhibits & Attachments

1 document

Press Releases

EX-99.1 EX-99.1 11.4 KB