UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 11, 2023

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-15787	13-4075851
(Commission File Number)	(IRS Employer Identification No.)
200 Park Avenue, New York, NY	10166-0188
(Address of Principal Executive Offices)	(Zip Code)

(212) 578-9500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	MET	New York Stock Exchange
Floating Rate Non-Cumulative Preferred Stock, <br>Series A, par value $0.01	MET PRA	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th <br>interest in a share of 5.625% Non-Cumulative <br>Preferred Stock, Series E	MET PRE	New York Stock Exchange
Depositary Shares, each representing a 1/1,000th <br>interest in a share of 4.75% Non-Cumulative <br>Preferred Stock, Series F	MET PRF	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On January 11, 2023, MetLife, Inc. issued a news release announcing that it will redeem all of its outstanding 4.368% Series D Senior Debentures (the “Notes”), pursuant to the terms of the Notes. The full $1.0 billion outstanding principal amount of the Notes will be redeemed on February 10, 2023.

The information contained in this Current Report on Form 8-K does not constitute a notice of redemption of the Notes. A copy of the news release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

99.1	MetLife, Inc. news release dated January 11, 2023, announcing the redemption of all of its outstanding 4.368% Series D Senior Debentures on February 10, 2023.
101	Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).

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 hereunto duly authorized.

METLIFE, INC.
By:	/s/ John A. Hall
Name:	John A. Hall
Title:	Executive Vice President and Treasurer

Date: January 11, 2023

EX-99.1

Exhibit 99.1

For Immediate Release	Global Communications	MetLife, Inc.

METLIFE ANNOUNCES FULL REDEMPTION OF

4.368% SERIES D SENIOR DEBENTURES

NEW YORK, January 11, 2023 – MetLife, Inc. (NYSE: MET) today announced that it will redeem all of its outstanding 4.368% Series D Senior Debentures (the “Notes”), pursuant to the terms of the Notes. The full $1 billion outstanding principal amount of the Notes will be redeemed on February 10, 2023 (the “Redemption Date”).

The redemption price will be equal to the sum of (1) the greater of (A) the principal amount of the Notes; and (B) the present value, as of the Redemption Date, of all remaining scheduled principal and interest payments on the Notes from, but excluding, the Redemption Date through, and including, September 15, 2023 (not including any portion of such payments of interest that have accrued, or for which the regular record date has occurred, as of the Redemption Date), such present value to be calculated using discounting, on a semi-annual basis assuming a 360-day year consisting of twelve 30-day months, at a discount rate equal to the lesser of (i) the Treasury Rate (as defined in the indenture for the Notes) plus fifty (50) basis points and (ii) fifteen percent (15%); and (2) (without duplication) unpaid interest that has accrued on the Notes to, but excluding, the Redemption Date. On and after the Redemption Date, all interest on the Notes will cease to accrue.

The Notes are held through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC for the Notes will be made by The Bank of New York Mellon Trust Company, N.A., as paying agent.

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For Media:

Brian Blaser

212-578-2415

BBlaser@metlife.com

For Investors:

John Hall

212-578-7888

John.A.Hall@metlife.com

About MetLife

MetLife, Inc. (NYSE: MET), through its subsidiaries and affiliates (“MetLife”), is one of the world’s leading financial services companies, providing insurance, annuities, employee benefits and asset management to help individual and institutional customers build a more confident future. Founded in 1868, MetLife has operations in more than 40 markets globally and holds leading positions in the United States, Japan, Latin America, Asia, Europe and the Middle East. For more information, visit www.metlife.com.

Forward-Looking Statements

The forward-looking statements in this news release, which contains words such as “will,” are based on assumptions and expectations that involve risks and uncertainties, including the “Risk Factors” MetLife, Inc. describes in its U.S. Securities and Exchange Commission filings. MetLife’s future results could differ, and it does not undertake any obligation to publicly correct or update any of these statements.

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