6-K

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 May 2025

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	News release dated May 20, 2025 announcing Subordinated Debenture issue

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:  May 20, 2025

News Release - May Subordinated Debenture Issue

News

Release

C$ unless otherwise statedTSX/NYSE/PSE: MFCSEHK: 945

For Immediate Release

May 20, 2025

Manulife announces Subordinated Debenture issue

The prospectus supplement, the corresponding base shelf prospectus and any amendment thereto in

connection with this offering will be accessible through SEDAR+ within two business days.

TORONTO - Manulife Financial Corporation (“MFC”) announced today that is intends to issue $500

million principal amount of 3.983% fixed/floating subordinated debentures due May 23, 2035 (the

“Debentures”). MFC intends to file a prospectus supplement to its existing base shelf prospectus in

respect of this issue.

The Debentures will bear interest at a fixed rate of 3.983% until May 23, 2030 and thereafter at a rate

of 1.32% over Daily Compounded CORRA. The Debentures mature on May 23, 2035.

Subject to prior regulatory approval, MFC may redeem the Debentures, in whole or in part, on or after

May 23, 2030 at a redemption price equal to par, together with accrued and unpaid interest to, but

excluding, the date fixed for redemption. The Debentures will constitute subordinated indebtedness,

ranking equally and rateably with all other subordinated indebtedness of MFC from time to time

issued and outstanding (other than subordinated indebtedness which has been further subordinated

in accordance with its terms).

The offering is being done on a best efforts agency basis by a syndicate co-led by RBC Capital

Markets, Scotiabank and TD Securities. The offering is expected to close on May 23, 2025.

MFC intends to use the net proceeds from the offering of the Debentures for general corporate

purposes, including investments in subsidiaries and potential future redemptions of existing securities.

The Debentures 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.

Access to the prospectus supplement, the corresponding base shelf prospectus and any amendment

thereto in connection with the offering of the Debentures is provided in accordance with securities

legislation relating to procedures for providing access to a prospectus supplement, a base shelf

prospectus and any amendment thereto. The prospectus supplement, the corresponding base shelf

prospectus and any amendment thereto in connection with the offering will be accessible within two

business days at www.sedarplus.ca. An electronic or paper copy of the prospectus supplement, the

corresponding base shelf prospectus and any amendment to the documents may be obtained,

without charge, from RBC Capital Markets by email at torontosyndicate@rbccm.com or phone at

416-842-6311, Scotiabank by email at syndicate.toronto@scotiabank.com or phone at 416-863-7438

or TD Securities by email at TDCAN-Syndicate@tdsecurities.com or phone at 416-982-2243.

About Manulife

Manulife Financial Corporation is a leading international financial services provider, helping our

customers make their decisions easier and lives better. With our global headquarters in Toronto,

Canada, we operate as Manulife across Canada, Asia, and Europe, and primarily as John Hancock in

the United States, providing financial advice and insurance for individuals, groups and businesses.

Through Manulife Wealth & Asset Management, we offer global investment, financial advice, and

retirement plan services to individuals, institutions, and retirement plan members worldwide. At the

end of 2024, we had more than 37,000 employees, over 109,000 agents, and thousands of

distribution partners, serving over 36 million customers. We trade as 'MFC' on the Toronto, New York,

and the Philippine stock exchanges, and under '945' in Hong Kong.

Not all offerings are available in all jurisdictions. For additional information, please visit manulife.com.

Media ContactInvestor Relations

Fiona McLeanHung Ko

ManulifeManulife

437-441-7491416-806-9921

Fiona_McLean@manulife.comHung_Ko@manulife.com