Manulife prices $750M 6.146% notes due 2041
Manulife priced US$750 million of 6.146% subordinated notes due 2041, expected to qualify as Tier 2 capital, with issuance set for Sept. 11, 2026.
Rhea-AI Filing Summary
Manulife Financial Corporation (MFC) has priced a U.S. public offering of US$750,000,000 aggregate principal amount of 6.146% subordinated notes due 2041 at a public offering price of 100.000%. The notes are expected to be issued on September 11, 2026 and are anticipated to qualify as Tier 2 regulatory capital. They will pay a fixed annual interest rate of 6.146% until September 11, 2036, then reset to the CMT Rate plus 1.350% until maturity on September 11, 2041. Manulife may redeem the notes, with prior regulatory approval, starting September 11, 2031 at a make-whole redemption price, or at 100% of principal on the reset date or following specified regulatory or tax events. Net proceeds are intended for general corporate purposes, which may include future refinancing requirements.
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Key Figures
Aggregate principal amount: US$750,000,000
Fixed annual interest rate: 6.146%
Spread over CMT Rate after reset: 1.350%
+5 more
8 metrics
Aggregate principal amount
US$750,000,000
Subordinated notes due 2041 in the U.S. public offering
Fixed annual interest rate
6.146%
From issue date to September 11, 2036
Spread over CMT Rate after reset
1.350%
From September 11, 2036 to September 11, 2041
Expected issue date
September 11, 2026
Issuance of the subordinated notes
Maturity date
September 11, 2041
Final maturity of the subordinated notes
First optional redemption date
September 11, 2031
Earliest date Manulife may redeem, subject to approval, at make-whole price
Public offering price
100.000% of principal amount
Price at which the notes are offered to investors
Regulatory capital classification
Tier 2 regulatory capital
Anticipated regulatory capital treatment of the notes
Key Terms
subordinated notes, Tier 2 regulatory capital, CMT Rate, make-whole redemption price, +1 more
5 terms
subordinated notes financial
"public offering in the United States of U.S.$750,000,000 aggregate principal amount of 6.146% subordinated notes due 2041"
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.
Tier 2 regulatory capital regulatory
"The Notes are anticipated to qualify as Tier 2 regulatory capital of the Company"
Tier 2 regulatory capital is the secondary financial cushion banks are required to hold that can absorb losses after the primary capital is used, similar to a backup savings account behind your emergency fund. It includes subordinated debt and other instruments that help a bank survive bigger shocks, so investors watch it because the amount and quality of this capital affect a bank’s resilience, creditworthiness and the safety of dividends and debt investments.
CMT Rate financial
"at an annual rate equal to the CMT Rate (as defined in the prospectus supplement) determined"
make-whole redemption price financial
"prior to the Reset Date at the applicable make-whole redemption price described in the prospectus supplement"
The make-whole redemption price is the amount an issuer pays to buy back debt early that compensates bondholders for the interest they will miss out on. It is usually calculated by taking the present value of the remaining scheduled payments, discounted at a specified rate (often a Treasury yield plus a spread), sometimes with a small premium — like refunding a prepaid service by reimbursing the remaining value today. It matters because it determines how much bondholders receive if the debt is called and affects the issuer’s cost of early repayment.
prospectus supplement regulatory
"The offering was made pursuant to a preliminary prospectus supplement, dated September 1, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Offering Details
shelf
Offering
Offering Type
shelf
Use of Proceeds
Net proceeds will be used for general corporate purposes, which may include future refinancing requirements.
FAQ
What did Manulife Financial Corporation (MFC) announce in this Form 6-K?
Manulife Financial Corporation announced pricing of a US$750,000,000 U.S. public offering of 6.146% subordinated notes due 2041 at a public offering price of 100.000%, with expected issuance on September 11, 2026.
What is the interest rate on Manulife (MFC)'s new subordinated notes and how does it change?
The notes will bear interest at a fixed annual rate of 6.146% from issuance to September 11, 2036, then from that reset date to September 11, 2041 they will bear interest at the CMT Rate plus 1.350% per year.
When do Manulife (MFC)'s new subordinated notes mature and when are they first callable?
The subordinated notes mature on September 11, 2041. Manulife may, with prior approval of the Superintendent of Financial Institutions (Canada), first redeem them on or after September 11, 2031 at a make-whole redemption price.
How will Manulife (MFC) use the net proceeds from this notes offering?
Manulife intends to use the net proceeds from the sale of the notes for general corporate purposes, which may include future refinancing requirements, according to the disclosure.
Will Manulife (MFC)'s new subordinated notes qualify as regulatory capital?
Manulife states that the notes are anticipated to qualify as Tier 2 regulatory capital of the Company, enhancing its regulatory capital structure under applicable capital rules.
Can Manulife (MFC) redeem the new notes early for regulatory or tax reasons?
Yes. With prior approval of the Superintendent, Manulife may redeem the notes in whole at 100% of principal plus accrued interest on the reset date, within 90 days of a specified regulatory event, or following a specified tax event.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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 OF THE SECURITIES EXCHANGE
ACT OF 1934
For the month of September 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 | þ | ||||||||
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
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 – Manulife Financial Corporation Prices U.S. Public Offering of Subordinated Notes | ||||
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: September 1, 2026 | |||||
News
Release
C$ unless otherwise stated TSX/NYSE/PSE: MFC SEHK: 945
For Immediate Release
September 1, 2026
Manulife Financial Corporation Prices U.S. Public Offering of Subordinated Notes
Toronto – September 1, 2026 – Manulife Financial Corporation (NYSE: MFC) (the “Company”) today announced that it has priced a public offering in the United States of U.S.$750,000,000 aggregate principal amount of 6.146% subordinated notes due 2041 (the “Notes”) at a public offering price of 100.000%. The Notes are anticipated to qualify as Tier 2 regulatory capital of the Company.
The Notes are expected to be issued on September 11, 2026 and will bear interest at a fixed annual rate of 6.146% for the period from, and including, the issue date to, but excluding, September 11, 2036 (the “Reset Date”), and, during the period from, and including the Reset Date to, but excluding, September 11, 2041, at an annual rate equal to the CMT Rate (as defined in the prospectus supplement) determined on the third business day immediately preceding the Reset Date plus a spread of 1.350%. The Company may, at its option, redeem the Notes, in whole at any time or in part from time to time, with the prior written approval of the Superintendent of Financial Institutions (Canada) (the “Superintendent”), on or after September 11, 2031 and prior to the Reset Date at the applicable make-whole redemption price described in the prospectus supplement. The Company may also redeem the Notes, in each case, in whole, but not in part, with the prior written approval of the Superintendent, (i) on the Reset Date, (ii) at any time within 90 days following a specified regulatory event or (iii) at any time following a specified tax event, in each case, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
The offering was made pursuant to a preliminary prospectus supplement, dated September 1, 2026, to the Company’s registration statement declared effective by the Securities and Exchange Commission (the “SEC”) on September 29, 2025.
The Company intends to use the net proceeds from the sale of the Notes for general corporate purposes, which may include future refinancing requirements.
BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as joint book-running managers for the offering.
This release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A prospectus supplement and the accompanying prospectus related to the offering have been filed with the SEC and are available on its website
at www.sec.gov. Copies of the prospectus supplement and accompanying prospectus, when available, may be obtained by contacting BofA Securities, Inc., 201 North Tryon Street, NC1-022-02-25, Charlotte, NC 28255-0001; Attention: Prospectus Department; Email: dg.prospectus_requests@bofa.com; Telephone: 1-800-294-1322; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; Email: prospectus@citi.com; Telephone: 1-800-831-9146; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717; Email: JPMorganPostSale@broadridge.com; Telephone: 1-212-834-4533; or Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Department; Email: prospectus@morganstanley.com; Telephone: 1-866-718-1649.
The securities 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.
Media Relations: Fiona McLean Manulife 437-441-7491 fiona_mclean@manulife.com | Investor Relations: Derek Theobalds Manulife 416-254-1774 derek_theobalds@manulife.com | ||||