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Item 9B. Other Information

4K characters. Original on sec.gov ·

Item 9B. Other Information

Securities trading plans

During the three months ended December 31, 2023, the following Section 16 officers or directors (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any “non-Rule 10b5-1 trading arrangement” (as defined in Section 408(c) of Regulation S-K):

Plans
Name & TitleActionDateRule 10b5-1Non-Rule 10b5-1Total amount of securities to be soldPlan expiration date
Ramy Tadros President, U.S. Business, of MetLife, Inc. and Head of MetLife HoldingsAdoptionDecember 13, 2023X4,026 shares of common stockAugust 1, 2024

Iran activity

Pursuant to Section 13(r) of the Exchange Act, the Company is required to disclose in its periodic reports whether it or any of its affiliates knowingly conducted transactions or dealings with the Government of Iran, or any person or entity owned or controlled, directly or indirectly, by the Government of Iran or any of its subdivisions, agencies or instrumentalities (a “Government Related Entity”). The activities described below and reportable under Section 13(r) took place during the nine months ended September 30, 2023, and were reported in the Quarterly Reports on Form 10-Q for the second and third fiscal quarters of 2023 after they became known to management.

In the second quarter of 2023, a subsidiary of MetLife, Inc. issued group medical policies to (i) the Iranian Khadije Kobra School in Dubai, United Arab Emirates (“UAE”), an educational organization that appears to be owned or controlled, directly or indirectly, by a Government Related Entity, and (ii) the Directorate of Iranian Schools in the UAE, an educational organization that appears to be owned or controlled, directly or indirectly, by a Government Related Entity. The Company recorded in its consolidated financial statements for the year ended December 31, 2023 approximately $78 thousand of premiums related to these policies that were received during the year ended December 31, 2023. The Company paid approximately seven thousand dollars in claims under these policies during the year ended December 31, 2023.

In the third quarter of 2023, after further investigation, the Company determined that two former policyholders, (i) the Al Adab Iranian Private School for Boys in Dubai, UAE (“Al Adab”), and (ii) the Iranian Towheed Boys School in Dubai, UAE (“Iranian Towheed”), may be owned or controlled, directly or indirectly, by a Government Related Entity. A subsidiary of MetLife, Inc. issued two group insurance policies to Al Adab in March 2021 and two group medical policies and one group life insurance policy to Iranian Towheed in March 2022, all of which terminated in March 2023 in accordance with their terms. The Company did not receive any premiums and paid approximately $84 thousand in claims under these policies during the year ended December 31, 2023.

In each case, the Company does not intend to continue any services related to or involving the policies. The Company has investigated the circumstances of the issuance of each policy. The Company does not intend to conduct any transactions or dealings with a Government Related Entity not authorized by a U.S. federal department or agency.

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