UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): February 15, 2024

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(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) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

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 February 15, 2024, MetLife, Inc. issued a news release announcing the declaration of (i) a semi-annual dividend of $29.375 per share on MetLife, Inc.’s 5.875% fixed-to-floating rate non-cumulative preferred stock, Series D, $1,000 liquidation preference per share; (ii) a quarterly dividend of $351.5625 per share on MetLife, Inc.’s 5.625% non-cumulative preferred stock, Series E, $25,000 liquidation preference per share, which is $0.3515625 per depositary share, each representing a 1/1,000th interest in a share of Series E Preferred Stock; (iii) a quarterly dividend of $296.875 per share on MetLife, Inc.’s 4.75% non-cumulative preferred stock, Series F, $25,000 liquidation preference per share, which is $0.296875 per depositary share, each representing a 1/1,000th interest in a share of Series F Preferred Stock; (iv) a semi-annual dividend of $19.250 per share on MetLife, Inc.’s 3.850% fixed rate reset non-cumulative preferred stock, Series G, $1,000 liquidation preference per share; and (v) a quarterly dividend of $0.42000544 per share on MetLife, Inc.’s floating rate non-cumulative preferred stock, Series A, $25 liquidation preference per share, subject to final confirmation that it has met the financial tests specified in the Series A preferred stock certificate of designations. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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.

Date: February 15, 2024

Document

Exhibit 99.1

METLIFE ANNOUNCES FIRST QUARTER 2024

PREFERRED STOCK DIVIDEND ACTIONS

Declares Series D, E, F and G Preferred Stock Dividends

Declares Series A Preferred Stock Dividend, Subject to Final Confirmation

NEW YORK, February 15, 2024 — MetLife, Inc. (NYSE: MET) today announced that it has declared the following preferred stock dividends:

•Semi-annual dividend of $29.375 per share on the company’s 5.875% fixed-to-floating rate non-cumulative preferred stock, Series D, with a liquidation preference of $1,000 per share.

•Quarterly dividend of $351.5625 per share on the company’s 5.625% non-cumulative preferred stock, Series E, with a liquidation preference of $25,000 per share, represented by depositary shares each representing 1/1,000th interest in a share of the preferred stock, holders of which will receive $0.3515625 per depositary share (NYSE: MET PRE).

•Quarterly dividend of $296.875 per share on the company’s 4.75% non-cumulative preferred stock, Series F, with a liquidation preference of $25,000 per share, represented by depositary shares each representing 1/1,000th interest in a share of the preferred stock, holders of which will receive $0.296875 per depositary share (NYSE: MET PRF).

•Semi-annual dividend of $19.25 per share on the company’s 3.85% fixed rate reset non-cumulative preferred stock, Series G, with a liquidation preference of $1,000 per share.

•Quarterly dividend of $0.42000544 per share on the company’s floating rate non-cumulative preferred stock, Series A, with a liquidation preference of $25 per share (NYSE: MET PRA), subject to the final confirmation that the company has met the financial tests specified in the certificate of designations for the Series A preferred stock, which the company anticipates will be made and announced on or about March 5, 2024. The New York Stock Exchange has not yet set an ex-dividend date for the Series A preferred stock and will set an ex-dividend date after the confirmatory announcement.

The above dividends will be payable March 15, 2024, to shareholders of record as of Feb. 29, 2024.

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, using 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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