Manulife (NYSE: MFC) receives clean 2025 audit with key focus on $541B liabilities

Rhea-AI Filing Summary

Manulife Financial Corporation filed an independent auditor’s report covering its consolidated financial statements for the years ended December 31, 2025 and 2024. The auditors conclude that the statements present fairly the company’s financial position and performance in accordance with IFRS.

The report highlights key audit matters, including the valuation of $541 billion of insurance contract liabilities and $95.3 billion of Level 3 invested assets that rely on complex models and non-observable inputs. It also focuses on IFRS 9 hedge accounting, where Manulife recorded changes in value of hedged assets of $338 million and hedged liabilities of $1,180 million in 2025.

The auditors describe extensive testing of controls, models, and assumptions, and note they have nothing to report regarding inconsistencies in accompanying management discussion and other information reviewed to date.

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	Independent Auditor’s Opinion Dated February 11, 2026

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/ Eddy Mezzetta
	Name:	Eddy Mezzetta
	Title:	Vice President and Chief Counsel, Corporate Law
Date:  February 11, 2026

Exhibit 99.1

Independent Auditor’s Report

To the Shareholders and Board of Directors of Manulife Financial Corporation

Opinion

We have audited the consolidated financial statements of Manulife Financial Corporation (the Company), which comprise the

consolidated statements of financial position as at December 31, 2025 and 2024 , and the consolidated statements of income,

consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated statements

of cash flows for the years then ended , and notes to the consolidated financial statements, including material accounting policy

information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated

financial position of the Company as at December 31, 2025 and 2024 , and its consolidated financial performance and its

consolidated cash flows for the years then ended , in accordance with International Financial Reporting Standards (IFRS) as

issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those

standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of

our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the

consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these

requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the consolidated

financial statements of the current period. These matters were addressed in the context of the audit of the consolidated financial

statements as a whole, and in forming the auditor’s opinion thereon, and we do not provide a separate opinion on these matters.

For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial

Statements section of our report, including in relation to these matters.  Accordingly, our audit included the performance of

procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial

statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the

basis for our audit opinion on the accompanying consolidated financial statements.

		Valuation of Insurance Contract Liabilities
Key Audit Matter		The Company recorded insurance contract liabilities of $541 billion at December 31, 2025 on its consolidated statement of financial position, of which $398 billion as disclosed in Note 6 ‘Insurance and Reinsurance Contract Assets and Liabilities’ has been measured under the variable fee approach (VFA) and the general measurement model (GMM). At initial recognition, the Company measures a group of insurance contracts as the total of: (a) fulfilment cash flows, which comprise of estimates of future cash flows, adjusted to reflect the time value of money and financial risks, and a risk adjustment for non-financial risk; and (b) a contractual service margin (CSM), which represents the estimate of unearned profit the Company will recognize as it provides service under the insurance contracts or the loss component when the contracts are onerous. When projecting future cash flows for these insurance contract liabilities, the Company primarily uses deterministic projections using best estimate assumptions. Key assumptions are subjective and complex and include mortality, morbidity, investment returns, policy termination rates, premium persistency, directly attributable expenses, taxes, and policyholder dividends. Disclosures on this matter are found in Note 1 ‘Nature of Operations and Material Accounting Policy Information’ and Note 6 ‘Insurance and Reinsurance Contract Assets and Liabilities’ of the consolidated financial statements. Auditing the valuation of these insurance contract liabilities was complex and required the application of significant auditor judgment due to the complexity of the cash flow models, the selection and use of assumptions, and the interrelationship of these variables in measuring insurance contract liabilities. The audit effort involved professionals with specialized skills and knowledge to assist in evaluating the audit evidence obtained.
How Our Audit Addressed the Key Audit Matter		We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the valuation of insurance contract liabilities. The controls we tested related to, among other areas, actuarial methodology, integrity of data used, controls over relevant information technology, and the assumption setting and implementation processes used by management. To test the valuation of insurance contract liabilities, our audit procedures included, among other procedures, involving our actuarial specialists to assess the methodology and assumptions with respect to compliance with IFRS. We performed audit procedures over key assumptions, including testing the implementation of those assumptions into the models. These procedures included testing underlying support and documentation, including reviewing a sample of experience studies supporting specific assumptions, challenging the nature, timing, and completeness of changes recorded, and assessing whether individual changes were errors or refinements of estimates. We also tested the methodology and calculation of the insurance contract liabilities through both review of the calculation logic within the models, and through calculating an independent recalculation of the fulfillment cashflows for a sample of insurance contracts and comparing the results to those determined by the Company and to industry and other external sources for benchmarking. Additionally, we have performed an independent calculation of the CSM for a sample of groups of insurance contracts and compared the amounts to the Company’s results.  We also assessed the adequacy of the disclosures related to the valuation of insurance contract liabilities.
		Valuation of Invested Assets  with Significant Non-Observable Market Inputs
Key Audit Matter		The Company recorded invested assets of $95.3 billion, as disclosed in Note 3 ‘Invested Assets and Investment Income’ at December 31, 2025 within its consolidated statement of financial position which are both (a) measured at fair value and (b) classified as Level 3 within the Company’s hierarchy of fair value measurements. The Level 3 invested assets include private placements, commercial mortgages, real estate, timber and agriculture, and private equities valued using internal models. There is increased measurement uncertainty in determining the fair value of these invested assets due to volatility in the current economic environment. Fair values are based on internal models or third-party appraisals that incorporate assumptions with a high-level of subjectivity including discount rates, credit ratings and related spreads, expected future cash flows, and transaction prices of comparable assets. Disclosures on this matter are found in Note 1 ‘Nature of Operations and Material Accounting Policy Information’ and Note 3 ‘Invested Assets and Investment Income’ of the consolidated financial statements. Auditing the valuation of these invested assets was complex and required the application of significant auditor judgment in assessing the valuation methodologies and non-observable inputs used. The valuation is sensitive to the significant non- observable market inputs described above, which are inherently forward-looking and could be affected by future economic and market conditions.  The audit effort involved professionals with specialized skills and knowledge to assist in evaluating the audit evidence obtained.
How Our Audit Addressed the Key Audit Matter		We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the valuation processes. The controls we tested related to, among other areas, completeness and accuracy of data used and management’s determination and approval of assumptions and methodologies used in model-based valuations. The controls we tested also included controls over relevant information technology. To test the valuation, our audit procedures included, among other procedures, involving our valuation specialists to assess the methodologies and significant inputs and assumptions used by management.  These procedures included assessing the valuation methodologies used with respect to the Company’s policies, valuation guidelines, and industry practice and comparing a sample of valuation assumptions used against benchmarks including comparable transactions where applicable. We also performed independent investment valuations on a sample basis to evaluate management’s recorded values. In addition, we assessed the adequacy of the disclosures related to the valuation of invested assets.

		IFRS 9 Hedge Accounting
Key Audit Matter		The Company has designated hedge accounting relationships with the objective to reduce potential accounting mismatches between changes in the fair value of derivatives in income and financial risk of insurance contract liabilities and financial assets in other comprehensive income. Specifically, the Company has established relationships to hedge the fair value changes of certain of the Company’s insurance contract liabilities and debt instruments attributable to interest rate risk. The Company has also established relationships to hedge the risk of fair value changes of certain foreign currency denominated insurance contract liabilities and debt instruments attributable to foreign currency and interest rate risk. Related to the application of these hedges, the Company recognized changes in value of hedged assets of $338 million, and changes in value of hedged liabilities of $1,180 million, for the year ended December 31, 2025. Disclosures on this matter are found in Note 1 ‘Nature of Operations and Material Accounting Policy Information’ and Note 4 ‘Derivative and Hedging Instruments’ of the consolidated financial statements. Auditing the application of hedge accounting was complex and required the application of significant auditor judgement related to the assessment of the ongoing economic relationship between the risk component of the hedged item and hedging instrument, the assessment that the hedge ratio between the hedging instrument and the hedged item was consistent with the risk objectives, and the determination of the resulting accumulated fair value adjustments. The audit effort involved professionals with specialized skills and knowledge to assist in evaluating the audit evidence obtained.
How Our Audit Addressed the Key Audit Matter		We obtained an understanding, evaluated the design, and tested the operating effectiveness of management’s controls over the application and execution of those strategies, including the implementation of new strategies where applicable, and the measurements of the accumulated fair value adjustments. The controls we tested included, among others, controls over the review of the completeness, accuracy, and eligibility of the hedged items and hedging instruments included in the hedging relationships, determination of the hedge ratio between the hedging instrument and the hedged item with reference to the risk objectives, and the determination of the resulting accumulated fair value adjustments. The controls we tested also included controls over relevant information technology. To assess the Company’s application of these hedge accounting strategies under IFRS 9, our audit procedures included, among other procedures, involving our hedge accounting and derivative specialists to support our independent testing of the application of the hedge ratio by the Company and the valuation of a sample of the accumulated fair value adjustments. Other procedures performed include testing over the completeness and accuracy of the hedged items and hedging instruments designated in these relationships and the determination of the resulting accumulated fair value adjustments. In addition, we assessed the adequacy of the disclosures related to hedge accounting.

Other Information

Management is responsible for the other information. The other information comprises:

• Management’s Discussion and Analysis; and

• The information, other than the consolidated financial statements and our auditor’s report thereon, in the 2025 Annual

Report.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon .

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, and in

doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our

knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we are required to report that fact in this

auditor’s report. We have nothing to report in this regard.

The 2025 Annual Report is expected to be made available to us after the date of the auditor’s report. If, based on the work we

will perform on this other information, we conclude there is a material misstatement of other information, we are required to

report that fact to those charged with governance .

Responsibilities of Management and Those Charged with Governance for the

Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with

IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue

as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting

unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally

accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or

error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and

maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate

to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control .

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in

the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related

disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit

evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on

the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to

draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures

are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our

auditor’s report . However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures,

and whether the consolidated financial statements represent the underlying transactions and events in a manner that

achieves fair presentation.

• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the

entities or business units within the Group as a basis for forming an opinion on the (consolidated) financial statements. We

are responsible for the direction, supervision and review of the work performed for the purposes of the group audit. We

remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the

audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements

regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to

bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance

in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe

these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely

rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of

doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The partner in charge of the audit resulting in this independent auditor’s report is Michael Cox.

Toronto, Canada

February 11, 2026

FAQ

What opinion did the auditors give on Manulife (MFC) 2025 financial statements?

The auditors issued an unqualified opinion, stating Manulife’s 2025 and 2024 consolidated financial statements present fairly its financial position and performance under IFRS. They found sufficient appropriate evidence and reported no issues requiring modification of their opinion or disclosure of material misstatements.

What were Manulife (MFC) insurance contract liabilities highlighted in the audit?

The auditors identified valuation of insurance contract liabilities as a key audit matter. Manulife recorded $541 billion of such liabilities at December 31, 2025, including $398 billion measured under IFRS variable fee and general measurement models, relying on complex assumptions and actuarial projections.

How large were Manulife (MFC) Level 3 invested assets under audit?

The report notes $95.3 billion of invested assets measured at fair value and classified as Level 3 at December 31, 2025. These include private placements, commercial mortgages, real estate, timber, agriculture, and private equity, all valued using internal models or appraisals with subjective assumptions.

What hedge accounting results did Manulife (MFC) report for 2025?

Under IFRS 9 hedge accounting, Manulife recognized changes in value of hedged assets of $338 million and hedged liabilities of $1,180 million for 2025. These hedging relationships target interest rate and foreign currency risks on insurance liabilities and debt instruments.

Which standards and framework govern Manulife (MFC) audited financials?

Manulife’s consolidated financial statements are prepared under IFRS as issued by the IASB. The audit was conducted in accordance with Canadian generally accepted auditing standards, with the auditors emphasizing independence and ethical compliance in Canada.

What key assumptions did auditors focus on for Manulife (MFC) insurance liabilities?

Auditors examined mortality, morbidity, investment returns, policy termination, premium persistency, expenses, taxes, and policyholder dividends. They used actuarial specialists, tested experience studies, reviewed model logic, and independently recalculated fulfillment cash flows and contractual service margins for sampled insurance groups.

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