MetLife (MET) 10-K risk factor changes: FY2025 vs FY2024

Higher unemployment, changes to inflation, lower family income, lower corporate earnings, greater government regulation, lower business investment, lower consumer spending, elevated incidence of claims, adverse utilization of benefits relative to our best estimate expectations, lapses or surrenders of policies, reduced demand for our [removed: products,] [added: products] and [added: services, and] deferred or canceled payments of insurance premiums may negatively affect our earnings and capitalization.

During [added: periods of] rapidly increasing interest rates, we may not be able to replace the investments in our general account with higher yielding investments needed to fund the higher crediting rates required to stay competitive.

[Table of [removed: Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: Contents](#ibe877edb035045888651e88e33293472_10)]

Equity [added: Market] Risks

[removed: Downturns and] [added: Downturns,] volatility [removed: in] [added: or other negative] equity [removed: markets] [added: market conditions] may harm our [removed: savings] [added: savings, asset management,] and investment products’ [added: and services’] revenues and investment returns, where fee income is earned based upon the fair value of our managed assets.

Changes in leasable commercial space supply and demand, lessee behaviors, pandemics and other public health issues, creditworthiness of tenants and partners, capital markets volatility, interest rate fluctuations, commodity prices, farm incomes, housing and commercial property market conditions, and real estate investment supply and demand may adversely impact our investments in commercial, agricultural and residential mortgage loans, and real estate [removed: equity investments including joint ventures.][added: and REJVs.]

Many of our transactions with [removed: counterparties] [added: counterparties, including reinsurers,] expose us to the risk of counterparty default.

Such credit risk may be exacerbated if we cannot realize on the collateral held by us in secured transactions or cannot liquidate such collateral at prices sufficient to recover the full amount of the [removed: loan or] [added: loan,] derivative exposure [added: or reinsurance obligations] due to us.

We may be unable to mitigate the risk of such changes in exchange rates due to unhedged positions, asymmetrical and non-economic accounting resulting from derivative gains (losses) on non-qualifying hedges, the failure of hedges to effectively offset the impact of [removed: the] foreign currency exchange rate fluctuation, or other factors.

If regulators disallow [added: certain] assets to back statutory reserves, we would not be able to take some or all related statutory reserve credit, which may harm the statutory capitalization of certain of our insurance subsidiaries.

Governments may change regulation of financial services, insurance, [added: reinsurance,] variable annuities and variable life insurance, securities, derivatives, pension, health care, accounting, cybersecurity, AI, privacy and data protection, [added: asset management,] tort reform, taxation, benefit plan investment advice and related fiduciary duties, antitrust as applied to the business of health insurance or otherwise, and other areas.

We may incur costs to comply with laws and regulations and changes to [added: or interpretations of] these laws and regulations may increase our expenses and regulatory capital charges.

We may also fail to fulfill our fiduciary or other [added: client and] benefit-related obligations completely.

MetLife, Inc. could be compelled to undergo FDIC liquidation if it becomes insolvent or is in danger of defaulting on its obligations, potentially imposing greater losses on [removed: shareholders] [added: stockholders] and unsecured creditors than under the Bankruptcy Code.

Legal or regulatory actions, inquiries or investigations, involving us or our competitors, whether ongoing or yet to come, could harm our reputation, ability to attract or retain [removed: customers] [added: customers, clients] or employees, and business, financial condition, or results of operations, even if we or our [removed: competitors,] [added: competitors] ultimately prevail.

Regulators or private parties may bring class actions, individual suits, or investigations seeking large recoveries and alleging wrongs relating to matters such as sales or underwriting practices, claims payments and procedures, failure to adequately or appropriately supervise, inappropriate compensation contrary to licensing requirements, product design, disclosure, administration, [added: cost of insurance charges, premium rate increases,] investments, denial or delay of benefits, pandemic- or other public health-related practices, privacy and data protection, or data security incidents, discriminatory or inequitable practices, and breaches of fiduciary or other duties.

Our Efforts to [removed: Meet Environmental, Social, and Governance Standards and to] Enhance the Sustainability of our Businesses May Not Meet Investors', Regulators' or Customers' Expectations

Some of our [removed: shareholders, investors] [added: stockholders, investors,] and customers, or those considering such a relationship with us, evaluate our business or other practices according to a variety of [removed: ESG] [added: sustainability] standards and expectations.

Our practices and performance are subject to increasing scrutiny with regard to various aspects of [removed: ESG] [added: sustainability] performance from regulators and other stakeholders.

Our investors or others may evaluate our practices [removed: by ESG] [added: against sustainability] criteria that [removed: are continually evolving] [added: continue to evolve] and [removed: not always clear] [added: may be unclear, inconsistent] or [added: based on methodologies that are not] readily measurable.

Our [added: decisions and priorities must balance multiple objectives simultaneously, and our] practices may not change in the [removed: particulars] [added: manner] or [removed: at the rate] [added: time frame] some stakeholders expect.

As a result, our efforts to [removed: conduct our business] [added: operate] in [removed: accordance] [added: alignment] with some or all [added: of] these expectations may involve trade-offs.

[removed: We have oriented our climate objectives] [added: Our sustainability aspirations] and interim targets [removed: to advance this commitment, which involves] [added: rely on] assumptions and expectations that involve risks and uncertainties.

Further, because of the financed emissions included in our investment portfolio, our ability to [removed: meet our commitments is dependent] [added: achieve these aspirations depends in part] on [removed: those] counterparties meeting their own [removed: carbon] [added: emissions] reduction objectives.

We may fail to meet our [removed: commitments or] [added: interim] targets, and our policies and processes to evaluate and manage [removed: ESG] [added: sustainability] standards in coordination with other business priorities may not prove completely effective or fully satisfy expectations of some stakeholders.

For example, some current [removed: customers] and potential customers may decline to do business with us based on our sustainability practices and related policies and actions.

Our financial condition, results of operations, cash requirements, future prospects, capital position, liquidity, financial strength and credit ratings, as well as regulatory restrictions on the payment of dividends by MetLife, Inc.’s insurance subsidiaries, general market conditions, the market price of our common stock compared to management’s assessment of the stock’s underlying value, applicable regulatory approvals, other legal and accounting factors, and any other factors our Board [added: of Directors] deems relevant may preclude us from paying dividends [added: on] or repurchasing our common stock.

Other factors may affect our ability to pay dividends [added: on] or repurchase our common stock.

Our use of other means to return excess capital to [removed: shareholders] [added: stockholders] may be less tax-efficient than repurchases.

As a result, we may have less capital to devote to other uses, such as innovation, acquisitions, development and return of capital to [removed: shareholders.][added: stockholders.]

If we do not pay dividends on our preferred stock or pay interest on our [removed: junior] subordinated [removed: debentures or trust] [added: debt] securities, terms of those instruments may restrict our ability to pay dividends on or repurchase our common stock.

Further, terms applicable to our Floating Rate Non-Cumulative Preferred Stock, Series A, [added: and] junior subordinated [removed: debentures and trust] [added: debt] securities may prevent us from paying dividends or interest on those instruments.

We may not be able to eliminate these restrictions through the repayment, redemption or purchase of [removed: junior] subordinated [removed: debentures] [added: debt] or other securities.

MetLife, Inc. may also not meet its free cash flow or [removed: shareholder] [added: stockholder] cash distribution goals.

Our intent to sell, or our assessment of the likelihood that we will be required to sell, fixed income securities may increase our [removed: write-downs] [added: reserve provisions] or impairments.

We may face unfavorable conditions in privately-placed fixed income securities, private structured credit, certain derivative instruments, mortgage loans, policy loans, direct financing and leveraged leases, tax credit and renewable energy partnerships, private equity, [removed: and] real estate [removed: equity, including real estate joint ventures] and [added: REJVs and] funds.

We May Have to Pledge Collateral or Make Payments in Derivatives [added: and Reinsurance] Transactions

We may have to pledge additional collateral and increase payments we make under our derivatives [added: and reinsurance] transactions.

The global nature of our business operations exposes us to a wide range of political, legal, operational, economic and other risks, including: nationalization or expropriation of assets; imposition of limits on foreign ownership of local companies; restrictions on the ability to access cash on deposit, changes in laws, their application or interpretation; political instability; [added: civil unrest;] military conflicts; economic or trade sanctions; sanctions on cross-border exchange listing, investment or other securities transactions; dividend limitations; price controls; regulations related to [removed: ESG] [added: sustainability] matters; currency exchange controls or other transfer or exchange restrictions; difficulty enforcing contracts; regulatory restrictions; and public or political criticism of our business and operations.

We face other risks that may affect our global operations and investments, including those related to the imposition of tariffs or other barriers to international trade, changes to international trade agreements, uncertainties in intergovernmental organizations, pension system reforms, labor problems with workers’ associations or trade unions, and reliance on interconnected information systems and the [removed: security] [added: security, integrity, availability and proper operation] of such systems.

Market conditions resulting in reductions in the value of assets we manage or lower transaction volume may have an adverse effect on the revenues and profitability of our institutional asset management services, which depend on fees related primarily to the value of assets under management (“AUM”).

Sustained investment underperformance relative to benchmarks or competitors could result in an increase of client withdrawals of assets from investment products.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

Asset market stress may also adversely affect real estate strategies we manage under client mandates, reducing AUM and related fees.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

Strategies we manage for clients may face similar collateral and margin requirements, which can affect liquidity and performance.

Client portfolios of our institutional asset management business may also be impacted by liquidity issues under such conditions.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

These standards and expectations may reflect differing or conflicting priorities.

Standards, data sources, analytical tools and regulatory requirements related to sustainability practices continue to evolve, and the availability, quality, and comparability of data varies across our operations, supply chain, and investment activities.

We also rely on data provided by third parties, which may be incomplete, inaccurate, delayed, or unavailable.

As techniques, industry standards, and regulatory expectations continue to develop, our assessments, reporting, and targets may change.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

Competition may also result in fee compression or a shift toward lower-fee passive products, which could reduce the profit margins of our institutional asset management business.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

Mistakes can subject us to claims from our customers, regulatory fines, or the obligation to reimburse clients for investment losses.

Additionally, attrition and the loss of key personnel could cause a lapse in implementation of policies and procedures, adversely affect investment performance, and impair our ability to remain competitive.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

The personnel and financial resources we commit to maintaining and upgrading our information systems may not be sufficient to address all potential issues.

For instance, costs associated with the use of legacy systems or efforts to address system degradation, including the development or onboarding of new systems, may increase over time, which may adversely affect our business results and operations.

Moreover, we may be unable to attract or retain personnel with the appropriate skillset to maintain such legacy systems, and/or third-party providers may decrease or sunset support for legacy applications, which may affect our ability to identify, prevent, patch or otherwise respond to vulnerabilities associated with such systems or applications.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

These factors may reduce our control over financial returns from, or the value of, a joint venture.

Brighthouse may not succeed as a standalone entity or may enter into a transaction, including a sale, which could adversely affect separation-related arrangements or expose us to litigation, financial or regulatory risks.

These standards and expectations may also, as a whole, reflect contrasting or conflicting values or agendas and are not always susceptible to consensus.

Our decisions and priorities must also necessarily, and simultaneously, take account of multiple business goals and interests.

In June 2022, we announced our commitment to achieve net zero greenhouse gas (“GHG”) emissions by 2050 or sooner.

This commitment applies to GHG emissions from our global owned and leased offices and vehicle fleets, employee business travel, supply chain and general account investment portfolio, including the general accounts of MetLife, Inc.’s wholly-owned subsidiaries, where reliable data and methodologies are available.

Data and measurement techniques continue to evolve.

Mistakes can subject us to claims from our customers.

Additionally, attrition could cause a lapse in implementation of policies and procedures.

Brighthouse may not succeed as a standalone entity, causing litigation or regulatory claims against us.

| [Forward-Looking Statements and Other Financial [removed: Information](#iad6cddcdac404a0d8692c87538f900eb_145)] [added: Information](#ibe877edb035045888651e88e33293472_145)] | | | [removed: [46](#iad6cddcdac404a0d8692c87538f900eb_145)] [added: [47](#ibe877edb035045888651e88e33293472_145)] | | |

| [Consolidated Company [removed: Outlook](#iad6cddcdac404a0d8692c87538f900eb_148)] [added: Outlook](#ibe877edb035045888651e88e33293472_148)] | | | [removed: [46](#iad6cddcdac404a0d8692c87538f900eb_148)] [added: [47](#ibe877edb035045888651e88e33293472_148)] | | |

| [Industry [removed: Trends](#iad6cddcdac404a0d8692c87538f900eb_151)] [added: Trends](#ibe877edb035045888651e88e33293472_151)] | | | [removed: [47](#iad6cddcdac404a0d8692c87538f900eb_151)] [added: [48](#ibe877edb035045888651e88e33293472_151)] | | |

| [Summary of Critical Accounting [removed: Estimates](#iad6cddcdac404a0d8692c87538f900eb_178)] [added: Estimates](#ibe877edb035045888651e88e33293472_178)] | | | [removed: [53](#iad6cddcdac404a0d8692c87538f900eb_178)] [added: [53](#ibe877edb035045888651e88e33293472_178)] | | |

| [Acquisitions and [removed: Dispositions](#iad6cddcdac404a0d8692c87538f900eb_214)] [added: Dispositions](#ibe877edb035045888651e88e33293472_214)] | | | [removed: [61](#iad6cddcdac404a0d8692c87538f900eb_214)] [added: [61](#ibe877edb035045888651e88e33293472_214)] | | |

| [Results of [removed: Operations](#iad6cddcdac404a0d8692c87538f900eb_217)] [added: Operations](#ibe877edb035045888651e88e33293472_217)] | | | [removed: [62](#iad6cddcdac404a0d8692c87538f900eb_217)] [added: [62](#ibe877edb035045888651e88e33293472_217)] | | |

| [removed: [Investments](#iad6cddcdac404a0d8692c87538f900eb_259)] [added: [Investments](#ibe877edb035045888651e88e33293472_259)] | | | [removed: [78](#iad6cddcdac404a0d8692c87538f900eb_259)] [added: [88](#ibe877edb035045888651e88e33293472_259)] | | |

| [Liquidity and Capital [removed: Resources](#iad6cddcdac404a0d8692c87538f900eb_346)] [added: Resources](#ibe877edb035045888651e88e33293472_343)] | | | [removed: [95](#iad6cddcdac404a0d8692c87538f900eb_346)] [added: [106](#ibe877edb035045888651e88e33293472_343)] | | |

| [Future Adoption of Accounting [removed: Pronouncements](#iad6cddcdac404a0d8692c87538f900eb_436)] [added: Pronouncements](#ibe877edb035045888651e88e33293472_433)] | | | [removed: [107](#iad6cddcdac404a0d8692c87538f900eb_436)] [added: [118](#ibe877edb035045888651e88e33293472_433)] | | |

| [Non-GAAP and Other Financial [removed: Disclosures](#iad6cddcdac404a0d8692c87538f900eb_439)] [added: Disclosures](#ibe877edb035045888651e88e33293472_436)] | | | [removed: [108](#iad6cddcdac404a0d8692c87538f900eb_439)] [added: [119](#ibe877edb035045888651e88e33293472_436)] | | |

[Table of [removed: Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: Contents](#ibe877edb035045888651e88e33293472_10)]

Our outlook reflects continued uncertainty around inflation and unemployment in [removed: 2025.][added: 2026.]

Based on the forward yield curve as of December 31, [removed: 2024,] [added: 2025,] we expect long-term interest rates to [removed: remain stable] [added: moderately rise] in [removed: 2025] [added: 2026] with the yield curve steepening, as short-term interest rates decline.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: $5.1] [added: $3.6] billion of cash and liquid assets at the holding companies which is [removed: above the high end of] [added: within] our $3.0 billion to $4.0 billion holding company cash target.

In [removed: 2025,] [added: 2026,] we expect to maintain this holding company cash target.

We [removed: have] also returned a total of approximately [removed: $21.0] [added: $4.4] billion to shareholders [removed: from 2020 through 2024,] [added: in 2025,] and we [removed: expect] [added: remain on track] to generate approximately $25.0 billion in free cash flow over the [removed: next five years.][added: five-year period of 2025 to 2029.]

Assuming (i) interest rates follow the observable forward yield curves as of December 31, [removed: 2024,] [added: 2025,] including a 10-year U.S. Treasury rate of [removed: 4.69%] [added: 4.40%] at December 31, [removed: 2025,] [added: 2026,] (ii) S&P 500 equity index annual return of 5%, and (iii) private equity annual returns [removed: between] [added: of] 9% [added: in 2026 which would contribute] to [removed: 11% over the near-term,] [added: $1.6 billion (pre-tax) of total estimated variable investment income for full year 2026;] we expect to maintain the two-year average annual ratio of free cash flow to adjusted earnings, excluding total notable items, at 65% to 75%.

Further, based on the aforementioned assumptions, we [removed: (i) increased] [added: are maintaining] our [removed: target] [added: near-term annual targets] for [added: (i)] adjusted return on [removed: equity1,] [added: equity,] excluding total notable items, [removed: from 13%-15% to] [added: of] 15%-17%, and (ii) [removed: established a new target of] double-digit adjusted earnings per share growth, excluding total notable [removed: items, over the near-term.][added: items.]

Based on our continued focus on expense discipline and our overall efficiency mindset, we [removed: lowered our full year] [added: are committed to achieving a] direct expense ratio target, excluding total notable items related to direct expenses and pension risk transfers, [removed: from 12.3% to] [added: of] (i) 12.1% [removed: over the near-term] [added: for 2026] and (ii) 11.3% [removed: over the New Frontier period.][added: in 2029.]

We are closely monitoring [added: these and other] political and economic conditions that might contribute to global market volatility and impact our business operations, investment [removed: portfolio] [added: portfolio, value of our AUM,] and derivatives, such as global inflation, supply chain disruptions, acts of [removed: war and] [added: war,] banking sector [removed: volatility.][added: volatility and employment and work policies of the federal government.]

In the U.S., the Federal Open Market Committee took various actions in [removed: 2024] [added: 2025] to promote [removed: economic stability,] [added: employment and combat inflation,] including lowering interest rates [removed: during] [added: in] the second half of the [removed: year.][added: year and ending the process of quantitative tightening.]

[removed: Labor] [added: Future policy adjustments in 2026 could be affected by labor] market conditions, [removed: inflation] [added: inflation,] and financial and international developments, as well as other [removed: factors, could affect the continuation of such actions in 2025.][added: factors.]

[removed: However,] [added: For example,] during inflationary periods with rising interest rates, the value of fixed income investments falls which could increase realized and unrealized losses, resulting in additional deferred tax assets that may not be realizable.

For additional discussion on gross margin and interest rate assumptions, as well as the potential impact of low interest rates, see “— Results of Operations — Consolidated Results — Year Ended December 31, [removed: 2024] [added: 2025] Compared with the Year Ended December 31, [removed: 2023] [added: 2024] — Actuarial Assumption Review”; “Risk Factors — Economic Environment and Capital Markets Risks — We May Face Difficult Economic Conditions — Interest Rate Risks”; “Risk Factors — Business Risks — We May Be Required to Impair [added: VODA,] VOBA, [removed: VODA] or VOCRA”; “Risk Factors — Business Risks — We May Be Required to Recognize an Impairment of Our Goodwill or Other Long-Lived Assets or to Establish a Valuation Allowance Against Our Deferred Income Tax Assets”; and “Risk Factors — Business Risks — We May Face Volatility, Higher Risk Management Costs, and Increased Counterparty Risk Due to Guarantees Within Certain of Our Products.”

In addition to proactive management strategies, businesses within our Latin America, EMEA, [removed: and] Asia (exclusive of our Japan business) [added: and MIM] segments help alleviate impacts to our consolidated results given their limited U.S. interest rate sensitivity.

To illustrate our sensitivity to U.S. interest rates, we compared the outcome of two hypothetical interest rate environments (the “Declining Interest Rate Scenario” and “Rising Interest Rate Scenario”) relative to our baseline economic assumptions (the “Base Scenario”) through [removed: 2027.][added: 2028.]

The Declining Interest Rate Scenario assumes U.S. interest rates for all maturities decline immediately on January 1, [removed: 2025] [added: 2026] by 50 basis points compared to the Base Scenario through [removed: 2027.][added: 2028.]

The Rising Interest Rate Scenario assumes U.S. interest rates rise immediately on January 1, [removed: 2025] [added: 2026] by 50 basis points through [removed: 2027.][added: 2028.]

Other than changing U.S. interest rates through [removed: 2027,] [added: 2028,] all other economic assumptions are equivalent in the Base Scenario, Declining Interest Rate Scenario and Rising Interest Rate Scenario.

| | | | [removed: 2025] [added: 2026] | | | | | | | | | | | | [removed: 2026] [added: 2027] | | | | | | | | | | | | [removed: 2027] [added: 2028] | | | | | | | | |

| | | | Base Scenario | | | [removed: Declining Interest] [added: Declining Interest] Rate Scenario | | | Rising Interest Rate Scenario | | | | | | Base Scenario | | | [removed: Declining Interest] [added: Declining Interest] Rate Scenario | | | Rising Interest Rate Scenario | | | | | | Base Scenario | | | [removed: Declining Interest] [added: Declining Interest] Rate Scenario | | | Rising Interest Rate Scenario | | |

We estimate a net [removed: favorable] [added: unfavorable] impact to [removed: net derivative gains (losses)] [added: market risk benefit remeasurement (gains) losses] for [removed: 2025] [added: 2026] through [removed: 2027] [added: 2028] for the hypothetical Declining Interest Rate Scenario.

We estimate a net [removed: unfavorable] [added: favorable] impact to [removed: net derivative gains (losses)] [added: market risk benefit remeasurement (gains) losses] for [removed: 2025] [added: 2026] through [removed: 2027] [added: 2028] for the hypothetical Rising Interest Rate Scenario.

We estimate a net unfavorable impact to [removed: market risk benefit remeasurement (gains) losses] [added: consolidated adjusted earnings] for [removed: 2025] [added: 2026] through [removed: 2027] [added: 2028] for the hypothetical Declining Interest Rate Scenario.

We estimate a net favorable impact to [removed: market risk benefit remeasurement (gains) losses] [added: consolidated adjusted earnings] for [removed: 2025] [added: 2026] through [removed: 2027] [added: 2028] for the hypothetical Rising Interest Rate Scenario.

| | | | Years Ended December 31, | | | | | | | | | | | | | | | [added: | | | | | |]

| | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | |

| Revenues | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| Net [removed: Derivative Gains (Losses)] [added: derivative gains (losses)] | | | $ | [removed: 263] [added: (253)] | | | | | $ | [removed: (27)] [added: (35)] | | | | | $ | [removed: (23)] [added: (29)] | |

| Expenses | | | | | | | | | | | | | | | | | | [added: | | | | | |]

| [Business Overview](#ibe877edb035045888651e88e33293472_9485) | | | [47](#ibe877edb035045888651e88e33293472_9485) | | |

| [Derivatives](#ibe877edb035045888651e88e33293472_337) | | | [106](#ibe877edb035045888651e88e33293472_337) | | |

| [Adopted Accounting Pronouncements](#ibe877edb035045888651e88e33293472_430) | | | [118](#ibe877edb035045888651e88e33293472_430) | | |

| [Risk Management](#ibe877edb035045888651e88e33293472_442) | | | [123](#ibe877edb035045888651e88e33293472_442) | | |

Business Overview

In the fourth quarter of 2025, MetLife completed the Strategic Reorganization.

We expect the U.S. dollar to remain relatively stable in 2026 compared to 2025.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

Furthermore, we also remain fully committed to our New Frontier strategy, which was introduced at our December 2024 Investor Day.

Other central banks have recently diverged on monetary policies, reflecting differing local economic conditions and views on the impact of the foregoing factors.

In our institutional asset management business, interest rate movements, as well as other changes to market factors such as credit spreads and equity prices, can impact the value of the AUM on which fees are earned.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

| SOFR | | | 3.11% | | | 2.61% | | | 3.61% | | | | | | 3.19% | | | 2.69% | | | 3.69% | | | | | | 3.31% | | | 2.81% | | | 3.81% | | |

| 10-year U.S. Treasury | | | 4.40% | | | 3.90% | | | 4.90% | | | | | | 4.63% | | | 4.13% | | | 5.13% | | | | | | 4.84% | | | 4.34% | | | 5.34% | | |

| 30-year U.S. Treasury | | | 4.93% | | | 4.43% | | | 5.43% | | | | | | 5.03% | | | 4.53% | | | 5.53% | | | | | | 5.12% | | | 4.62% | | | 5.62% | | |

We estimate a net unfavorable impact to net derivative gains (losses) for 2026 through 2028 for the hypothetical Declining Interest Rate Scenario, including the impacts from ceded reinsurance activity.

The favorable impact of the hedging activity is more than offset by losses associated with ceded reinsurance activity.

We estimate a net favorable impact to net derivative gains (losses) for 2026 through 2028 for the hypothetical Rising Interest Rate Scenario, including the impacts from ceded reinsurance activity.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

| | | | 2026 | | | | | | 2027 | | | | | | 2028 | | |

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

The life insurance and institutional asset management industries are highly competitive.

See “Business — Competition,” “Business — Regulation,” “Risk Factors — Business Risks — We May Face Competition for Business,” “Risk Factors — Economic Environment and Capital Markets Risks — We May Face Difficult Economic Conditions” and “Risk Factors — Regulatory and Legal Risks — Changes in Laws or Regulation, or in Supervisory and Enforcement Policies, May Reduce Our Profitability, Limit Our Growth, or Otherwise Adversely Affect Us.”

As a global financial services company, we are subject to regulation by authorities in the jurisdictions in which our businesses are located or operate.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

These assumptions are monitored and updated retrospectively based on market conditions and historical experience on a periodic basis and at least once a year (generally during the third quarter as part of the Company’s annual actuarial assumption review) for any changes in cash flow assumptions.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

| | | | | | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | |

| Effect of an increase by 5% | | | | | | $ | 594 | | | | | $ | 3 | | | | | $ | (946) | | | | | $ | 355 | |

| Effect of a decrease by 5% | | | | | | $ | (475) | | | | | $ | (3) | | | | | $ | 822 | | | | | $ | (350) | |

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

These observable spreads are then adjusted, as necessary, to reflect the priority of these liabilities and the claims paying ability of the issuing insurance subsidiaries compared to MetLife, Inc. For ceded MRBs, the nonperformance risk adjustment considers the claims paying ability of the reinsurer.

As part of the Company’s annual actuarial assumption review process (see “— Future Policy Benefit Liabilities” section above), we also reassess the long-term policyholder behavior and mortality assumptions used in determining the fair value of our net MRB liabilities.

Changes in these underlying actuarial assumptions (e.g., updates to lapse rates, benefit utilization rates, mortality levels and long-term market expectations based on emerging experience) are incorporated into the MRB valuation model.

Accordingly, our annual assumption updates can result in remeasurement of MRB fair values, leading to gains or losses recognized in net income.

| | | | | | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | |

(1)For direct and assumed MRBs, nonperformance risk relates to the Company’s claims paying ability, and for ceded MRBs, it relates to the claims paying ability of the reinsurer.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

| [Derivatives](#iad6cddcdac404a0d8692c87538f900eb_334) | | | [95](#iad6cddcdac404a0d8692c87538f900eb_334) | | |

| [Adopted Accounting Pronouncements](#iad6cddcdac404a0d8692c87538f900eb_433) | | | [107](#iad6cddcdac404a0d8692c87538f900eb_433) | | |

| [Risk Management](#iad6cddcdac404a0d8692c87538f900eb_445) | | | [111](#iad6cddcdac404a0d8692c87538f900eb_445) | | |

For information relating to the Company’s financial condition and results of operations as of and for the year ended December 31, 2022, as well as for the year ended December 31, 2023 compared with the year ended December 31, 2022, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in MetLife, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

At the December 2024 Investor Day, we introduced our New Frontier five-year strategy which is designed to accelerate growth across our global platform while delivering attractive returns and all-weather performance.

Our New Frontier strategy builds upon the success of our five-year Next Horizon strategy, which we announced in 2019, with an aim to focus, simplify and differentiate the Company.

We expect the U.S. dollar to strengthen in 2025 compared to 2024.

1Beginning with fourth quarter and full year 2024 results and going forward, “adjusted return on equity” refers to return on equity, excluding accumulated other comprehensive income (“AOCI”) other than foreign currency translation adjustments (“FCTA”) and certain ceded reinsurance-related embedded derivatives.

The European Central Bank and Bank of England have also recently lowered interest rates, but forecasts for 2025 are uncertain due to risks to economic growth and global trade.

The Bank of Japan raised interest rates in January 2025 taking the policy rate to its highest level since 2008.

| SOFR | | | 3.90% | | | 3.40% | | | 4.40% | | | | | | 3.87% | | | 3.37% | | | 4.37% | | | | | | 3.93% | | | 3.43% | | | 4.43% | | |

| 10-year U.S. Treasury | | | 4.69% | | | 4.19% | | | 5.19% | | | | | | 4.78% | | | 4.28% | | | 5.28% | | | | | | 4.88% | | | 4.38% | | | 5.38% | | |

| 30-year U.S. Treasury | | | 4.82% | | | 4.32% | | | 5.32% | | | | | | 4.84% | | | 4.34% | | | 5.34% | | | | | | 4.87% | | | 4.37% | | | 5.37% | | |

We estimate a net unfavorable impact to consolidated adjusted earnings for 2025 through 2027 for the hypothetical Declining Interest Rate Scenario.

We estimate a net favorable impact to consolidated adjusted earnings for 2025 through 2027 for the hypothetical Rising Interest Rate Scenario.

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| MetLife Holdings | | | (7) | | | | | | (23) | | | | | | (34) | | |

| MetLife Holdings | | | 14 | | | | | | 28 | | | | | | 39 | | |

Our retained asset accounts experience gross margin compression due to minimum crediting rate guarantees.

*Rising Interest Rate Scenario*.

MetLife Holdings

Most of these accounts are at their minimum crediting rates and therefore we use interest rate derivatives to mitigate gross margin compression.

The life insurance industry remains highly competitive.

See “Business — Competition.” Product development is focused on differentiation leading to more intense competition with respect to product features and services.

Certain of the industry’s products can be quite homogeneous and subject to intense price competition.

Cost reduction efforts are a priority for industry players, with benefits resulting in price adjustments to favor customers and reinvestment capacity.

Larger companies have the ability to invest in brand equity, product development, technology optimization, risk management, and innovation, which are among the fundamentals for sustained profitable growth in the life insurance industry.

Insurers are focused on their core businesses, specifically in markets where they can achieve scale.

Insurers are increasingly seeking alternative sources of revenue; there is a focus on monetization of assets, fee-based services, and opportunities to offer comprehensive solutions, which include providing value-added services along with traditional products.

Financial strength and flexibility and technology modernization are prerequisites for sustainable growth in the life insurance industry.

Larger market participants tend to have the capacity to invest in analytics, distribution, and information technology and have the ability to leverage the capabilities of new digital entrants.

There is a shift in distribution from proprietary to third-party models in mature markets, due to the lower cost structure.

Evolving customer expectations are having a significant impact on the competitive environment as insurers strive to offer the superior customer service demanded by an increasingly sophisticated industry client base.

Rising demands from stakeholders to address ESG issues have resulted in insurers expanding their sustainability efforts.

Legislative and other changes affecting the regulatory environment can also affect the competitive environment within the life insurance industry and within the broader financial services industry.

See “Business — Regulation.” In addition to financial strength, technological efficiency and organizational agility, we believe that the ability to adapt to changes in the competitive environment as a result of global market volatility, changing interest rates and uncertain economic conditions is a significant differentiator to success in the life insurance industry and the broader financial services industry, and we are well positioned to compete in this environment.

In the U.S., our life insurance companies are regulated primarily at the state level, with some products and services also subject to federal regulation.

As life insurers introduce new and often more complex products, regulators refine capital requirements and introduce new reserving standards for the life insurance industry.

Laws and regulations recently adopted or currently under review can potentially impact the statutory reserve and capital requirements of the industry.

[Table of [removed: Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: Contents](#ibe877edb035045888651e88e33293472_10)]

- Macro Hedge Program — We use equity options, equity TRRs, interest rate swaptions, [added: and equity and] interest rate [removed: swaps and Treasury locks] [added: futures] to mitigate the potential loss of legal entity statutory capital under stress scenarios.

In performing the analysis summarized below, we used market rates at December 31, [removed: 2024.][added: 2025.]

- liabilities do not include [removed: $18.9] [added: $20.1] billion of other policy-related balances largely consisting of claims, unearned revenue liabilities and policyholder dividends;

| Interest rate risk | | | $ | [removed: 8,301] [added: 7,554] | |

| Foreign currency exchange rate risk | | | $ | [removed: 1,748] [added: 1,953] | |

| Equity market risk | | | $ | [removed: 105] [added: 76] | |

| Short-term and long-term debt | | | | | | | | | $ | [removed: 14,963] [added: 14,498] | | | | | [removed: 1,167] [added: 1,172] | | | | | | [removed: 158] [added: 203] | | | | | | — | | |

| [removed: Net] [added: Prior Year Net] Change | | | | | | | | | | | | | | | $ | (8,301) | | | | | $ | (1,748) | | | | | $ | (105) | |

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

Certain of these derivative contracts are hedging market risks associated with reinsured business, where the results of these derivatives are passed to the reinsurer.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

| | | | December 31, 2025 | | |

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

| | | | December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed maturity securities (5) | | | | | | | | | $ | 319,142 | | | | | $ | (22,089) | | | | | $ | (7,925) | | | | | $ | (104) | |

| Mortgage loans | | | | | | | | | $ | 82,933 | | | | | (1,952) | | | | | | (693) | | | | | | — | | |

| Other | | | | | | | | | $ | 67,697 | | | | | (1,869) | | | | | | (963) | | | | | | (67) | | |

| Total assets | | | | | | | | | | | | | | | $ | (25,910) | | | | | $ | (9,581) | | | | | $ | (171) | |

| Future policy benefits | | | | | | | | | $ | 208,855 | | | | | $ | 12,290 | | | | | $ | 3,442 | | | | | $ | (1) | |

| Policyholder account balances | | | | | | | | | $ | 141,863 | | | | | 4,108 | | | | | | 2,843 | | | | | | — | | |

| Market risk benefits | | | | | | | | | $ | 2,406 | | | | | 692 | | | | | | 20 | | | | | | (309) | | |

| Other | | | | | | | | | $ | 34,996 | | | | | 1,971 | | | | | | 131 | | | | | | 16 | | |

| Total liabilities | | | | | | | | | | | | | | | $ | 20,233 | | | | | $ | 6,639 | | | | | $ | (294) | |

| Interest rate | | | $ | 139,370 | | | | | $ | (1,164) | | | | | $ | (1,776) | | | | | $ | 156 | | | | | $ | — | |

| Foreign currency exchange rate | | | $ | 78,952 | | | | | $ | 535 | | | | | (70) | | | | | | 847 | | | | | | — | | |

| Credit | | | $ | 11,612 | | | | | $ | 96 | | | | | (2) | | | | | | (7) | | | | | | — | | |

| Equity market | | | $ | 20,142 | | | | | $ | 30 | | | | | (29) | | | | | | (7) | | | | | | 389 | | |

| Total derivative instruments | | | | | | | | | | | | | | | $ | (1,877) | | | | | $ | 989 | | | | | $ | 389 | |

| Net Change | | | | | | | | | | | | | | | $ | (7,554) | | | | | $ | (1,953) | | | | | $ | (76) | |

| Increase/(Decrease) | | | | | | | | | | | | | | | $ | 747 | | | | | $ | (205) | | | | | $ | 29 | |

| | | | December 31, 2024 | | |

| | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed maturity securities (5) | | | | | | | | | $ | 282,618 | | | | | $ | (20,311) | | | | | $ | (7,395) | | | | | $ | (97) | |

| Mortgage loans | | | | | | | | | $ | 84,217 | | | | | (2,614) | | | | | | (719) | | | | | | — | | |

| Other | | | | | | | | | $ | 46,213 | | | | | (795) | | | | | | (887) | | | | | | (100) | | |

| Total assets | | | | | | | | | | | | | | | $ | (23,720) | | | | | $ | (9,001) | | | | | $ | (197) | |

| Future policy benefits | | | | | | | | | $ | 193,646 | | | | | $ | 11,924 | | | | | $ | 3,369 | | | | | $ | (9) | |

| Policyholder account balances | | | | | | | | | $ | 131,261 | | | | | 3,720 | | | | | | 2,657 | | | | | | — | | |

| Market risk benefits | | | | | | | | | $ | 2,581 | | | | | 733 | | | | | | 18 | | | | | | (310) | | |

| Other | | | | | | | | | $ | 30,453 | | | | | 399 | | | | | | 134 | | | | | | 3 | | |

| Total liabilities | | | | | | | | | | | | | | | $ | 17,943 | | | | | $ | 6,336 | | | | | $ | (316) | |

| Interest rate | | | $ | 156,981 | | | | | $ | (459) | | | | | $ | (2,345) | | | | | $ | 86 | | | | | $ | — | |

| Foreign currency exchange rate | | | $ | 76,516 | | | | | $ | 1,257 | | | | | (158) | | | | | | 837 | | | | | | — | | |

| Credit | | | $ | 14,555 | | | | | $ | 143 | | | | | (5) | | | | | | (4) | | | | | | — | | |

| Equity market | | | $ | 16,496 | | | | | $ | 12 | | | | | (16) | | | | | | (2) | | | | | | 408 | | |

| Total derivative instruments | | | | | | | | | | | | | | | $ | (2,524) | | | | | $ | 917 | | | | | $ | 408 | |

| Prior Year Net Change | | | | | | | | | | | | | | | $ | (8,610) | | | | | $ | (2,322) | | | | | $ | (3) | |

| Increase/(Decrease) | | | | | | | | | | | | | | | $ | 309 | | | | | $ | 574 | | | | | $ | (102) | |

| [Business Overview & [removed: Strategy](#iad6cddcdac404a0d8692c87538f900eb_25)] [added: Strategy](#ibe877edb035045888651e88e33293472_25)] | | | [removed: [5](#iad6cddcdac404a0d8692c87538f900eb_25)] [added: [5](#ibe877edb035045888651e88e33293472_25)] | | |

| [Segments and Corporate & [removed: Other](#iad6cddcdac404a0d8692c87538f900eb_28)] [added: Other](#ibe877edb035045888651e88e33293472_28)] | | | [removed: [6](#iad6cddcdac404a0d8692c87538f900eb_28)] [added: [6](#ibe877edb035045888651e88e33293472_28)] | | |

| [Policyholder [removed: Liabilities](#iad6cddcdac404a0d8692c87538f900eb_70)] [added: Liabilities](#ibe877edb035045888651e88e33293472_70)] | | | [removed: [10](#iad6cddcdac404a0d8692c87538f900eb_70)] [added: [10](#ibe877edb035045888651e88e33293472_70)] | | |

| [Underwriting and [removed: Pricing](#iad6cddcdac404a0d8692c87538f900eb_73)] [added: Pricing](#ibe877edb035045888651e88e33293472_73)] | | | [removed: [11](#iad6cddcdac404a0d8692c87538f900eb_73)] [added: [11](#ibe877edb035045888651e88e33293472_73)] | | |

| [Reinsurance [removed: Activity](#iad6cddcdac404a0d8692c87538f900eb_82)] [added: Activity](#ibe877edb035045888651e88e33293472_82)] | | | [removed: [12](#iad6cddcdac404a0d8692c87538f900eb_82)] [added: [12](#ibe877edb035045888651e88e33293472_82)] | | |

| [Human Capital [removed: Resources](#iad6cddcdac404a0d8692c87538f900eb_91)] [added: Resources](#ibe877edb035045888651e88e33293472_91)] | | | [removed: [23](#iad6cddcdac404a0d8692c87538f900eb_91)] [added: [24](#ibe877edb035045888651e88e33293472_91)] | | |

| [Information About Our Executive [removed: Officers](#iad6cddcdac404a0d8692c87538f900eb_94)] [added: Officers](#ibe877edb035045888651e88e33293472_94)] | | | [removed: [25](#iad6cddcdac404a0d8692c87538f900eb_94)] [added: [25](#ibe877edb035045888651e88e33293472_94)] | | |

| [Available [removed: Information](#iad6cddcdac404a0d8692c87538f900eb_100)] [added: Information](#ibe877edb035045888651e88e33293472_100)] | | | [removed: [26](#iad6cddcdac404a0d8692c87538f900eb_100)] [added: [26](#ibe877edb035045888651e88e33293472_100)] | | |

[Table of [removed: Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: Contents](#ibe877edb035045888651e88e33293472_10)]

We are also one of the largest institutional investors in the U.S. with a general account portfolio invested primarily in fixed income securities (corporate, structured products, municipals, and government and agency) and mortgage loans, as well as real estate, real estate joint [removed: ventures,] [added: ventures (“REJVs”),] other limited partnerships and equity securities.

Over the next [removed: five] [added: four] years we will [added: continue to] execute on our New Frontier strategy, which was designed to accelerate growth across our global platform while delivering attractive returns and all-weather performance.

[added: The foregoing changes did not impact prior period consolidated net income (loss) or consolidated adjusted earnings, and are collectively referred to as the “Strategic Reorganization.” As a result of the Strategic Reorganization,] MetLife is organized into [added: the following] six segments: Group Benefits; [removed: Retirement and Income Solutions (“RIS”);] [added: RIS;] Asia; Latin America; Europe, the Middle East and Africa (“EMEA”); and [removed: MetLife Holdings.][added: MIM.]

In addition, the Company [removed: reports] [added: continues to report] certain of its results of operations in Corporate & Other.

| | | | | | | | | | | | | | | | [removed: | | |] [added: MetLife] | | | [removed: MetLife] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Group Benefits | | | | | | | | | RIS | | | | | | | | | Asia | | | | | | | | | | | | [removed: | | |] Latin America | | | | | | | | | EMEA | | | | | | | | | [removed: MetLife Holdings] [added: MIM] | | | | | | | | |

Our Group Benefits segment quarterly claims experience may vary, as seasonal illnesses [removed: effect] [added: affect] mortality and morbidity, and due to utilization rate fluctuation in our non-medical health businesses.

| *Stable Value Products* | | | | | | [removed: *•] [added: *•*] General account guaranteed interest [removed: contracts* (“*GIC*s”)] [added: contracts (“GICs”)] are designed to provide stable value investment options within tax-qualified defined contribution plans by offering a fixed maturity investment with a guarantee of liquidity at contract value for participant transactions. [removed: *•] [added: *•*] Separate account [removed: GIC*s] [added: GICs] are available to defined contribution plan sponsors by offering market value returns on separate account investments with a general account guarantee that plan participants will always be able to transact in their accounts at contract value. [removed: *•] [added: *•*] Synthetic GICs or [removed: “wraps”*] [added: “wraps”] are contracts available only to the sponsor of a participant-directed defined contribution plan. The contract “wraps” a portfolio of investments owned by the plan to provide a guarantee that plan participants will always be able to transact in their accounts at contract value. Generally, a wrap contract means that participants will not experience negative returns. [removed: *•] [added: *•*] Private floating rate funding [removed: agreements*] [added: agreements] are generally privately placed, unregistered investment contracts issued as general account obligations with interest credited based on a specified rate or [added: an] agreed upon short-term benchmark rate. These agreements are used for money market funds, securities lending cash collateral portfolios and short-term investment funds. | | |

| *Annuities* | | | *Pension Risk Transfers* | | | [removed: *General account*] [added: General account] and [removed: *separate] [added: separate] account [removed: annuities*] [added: annuities] are offered in connection with defined benefit pension plans which include single premium buyouts [added: and buy-ins] allowing for full or partial transfers of pension liabilities. [removed: *•] [added: *•*] General account [removed: annuities*] [added: annuities] include non-participating group contract benefits purchased for retired or active employees covered under terminating or ongoing pension plans. [removed: *•] [added: *•*] Separate account [removed: annuities*] [added: annuities] include both participating and non-participating group contract benefits. Participating contract benefits are purchased for retired, terminated, or active employees covered under active or terminated pension plans. The assets supporting the guaranteed benefits for each contract are held in a separate account, however, the Company fully guarantees all benefit payments. Non-participating contracts have economic features similar to our general account [removed: product,] [added: products,] but offer the added protection of an insulated separate account. Under accounting principles generally accepted in the United States of America (“GAAP”), these annuity contracts are treated as general account products. | | |

| [added: | | |] *Institutional Income Annuities* | | | General account contracts that are guaranteed payout annuities purchased for employees upon retirement or termination of employment. Contracts can be life or non-life contingent non-participating contracts which do not provide for any loan or cash surrender value and, with few exceptions, do not permit future considerations. | | | [removed: | | |]

| [added: | | |] *Structured Settlements* | | | Customized annuities designed to serve as an alternative to a lump sum payment in a lawsuit initiated because of personal injury, wrongful death, or a workers’ compensation claim or other claim for damages. Surrenders are generally not allowed, although commutations are permitted in certain circumstances. Guaranteed payments consist of life contingent annuities, term certain annuities and lump sums. | | | [removed: | | |]

| *Capital Markets Investment Products* | | | | | | [removed: *•] [added: *•*] Funding agreement-backed [removed: notes*] [added: notes] are offered in medium term note programs, under which funding agreements are issued to special-purpose trusts that issue marketable notes in U.S. dollars or foreign currencies. The proceeds of these note issuances are used to acquire funding agreements with matching interest and maturity payment terms from certain subsidiaries of MetLife, Inc. The notes are underwritten and marketed by major investment banks’ broker-dealer operations and are sold to institutional investors. [removed: *•] [added: *•*] Funding agreement-backed commercial [removed: paper*] [added: paper] is issued by a special-purpose limited liability company which deposits the proceeds under a master funding agreement issued to it by Metropolitan Life Insurance Company [removed: (“MLIC”).] [added: (“MLIC”) or Metropolitan Tower Life Insurance Company (“MTL”).] The commercial paper is issued in U.S. dollars or foreign currencies, receives the same short-term credit rating as MLIC [added: or MTL, as applicable,] and is marketed by major investment banks’ broker-dealer operations. [removed: *•] [added: *•*] Funding [removed: agreements*] [added: agreements] are issued by certain of our insurance subsidiaries to the Federal Home Loan Bank of New York (“FHLBNY”) and to a subsidiary of the Federal Agricultural Mortgage Corporation. | | |

Our largest operations [added: in Latin America] are in Mexico and Chile.

Our direct marketing channel includes sponsors and [removed: telesales representatives selling] [added: digital sales, offering] mainly accident & health and individual life products directly to consumers.

| *Retirement and Savings* | | | Fixed annuities and pension products. Fixed income annuities provide for asset distribution needs. Our savings-oriented pension products are primarily offered in [removed: Chile under a mandatory privatized social security system.] [added: Chile.] | | |

Our largest operations are in the Gulf region, the [removed: U.K.] [added: U.K., Turkey] and France.

We also have a strong market presence in emerging [removed: markets] [added: markets,] leveraging a multi-channel distribution strategy.

See Note 9 of the Notes to the Consolidated Financial Statements for information on [removed: a] reinsurance [removed: transaction that closed in November 2023.][added: transactions related to certain of these products.]

Corporate & Other contains various [removed: start-up, developing and] run-off [added: and developing] businesses.

Also included in Corporate & Other are: the excess capital, as well as certain charges and activities, not allocated to the segments (including external integration and disposition costs, internal resource costs for associates committed to acquisitions and dispositions and enterprise-wide strategic initiatives), interest expense related to the majority of the Company’s outstanding debt, expenses associated with certain legal proceedings and income tax audit issues, [added: and] the elimination of intersegment amounts (which generally relate to [removed: investment expenses] [added: asset management fees] and [removed: intersegment] loans bearing interest rates commensurate with related [removed: borrowings), and the Company’s institutional investment management business (through which the Company provides public fixed income, private capital and real estate investment solutions to institutional investors worldwide).][added: borrowings).]

For more details on policyholder [removed: liabilities] [added: liabilities,] see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Summary of Critical Accounting Estimates — Future Policy Benefit Liabilities.”

In [removed: it,] [added: this document,] the qualified actuary states that the statutory reserves and related actuarial amounts recorded in support of specified policies and contracts, and the assets supporting such statutory reserves and related actuarial amounts, adequately provide for the anticipated cash flow required to meet contractual obligations and related expenses.

Our Global Risk Management department develops product pricing standards and [removed: oversees] [added: provides independent pricing and] underwriting [removed: practices in] [added: oversight for] MetLife’s insurance businesses.

We review requests for coverage on their merits and issue policies only after we have examined and approved the particular risk or group [added: of risks] under our underwriting guidelines.

We [removed: periodically] [added: continually] review [removed: all] our underwriting to maintain high standards of quality and consistency.

For prospective experience rating, we evaluate past experience to determine future premium [removed: rates] [added: rates,] and we bear all prior year gains and losses.

We enter into reinsurance agreements [removed: primarily] [added: both] as a purchaser of reinsurance for our various insurance products and also as a provider of reinsurance for [removed: some pension products] [added: pension, annuity] and insurance products issued by third parties.

We obtain reinsurance for capital requirement purposes and when its [added: expected] economic impact makes it appropriate to do so.

Furthermore, consumer protection laws, [removed: privacy,] [added: big data, artificial intelligence (“AI”), cybersecurity, privacy and data protection,] anti-money laundering, securities, commodities, broker-dealer and investment adviser regulations, environmental and unclaimed property laws and regulations, and the Employee Retirement Income Security Act of 1974 (“ERISA”) also apply to some of MetLife’s operations, products and services.

- The Financial Stability Oversight Council (“FSOC”) may designate certain financial companies that pose a threat to U.S. financial stability as non-bank systemically important financial institutions (“non-bank [removed: SIFI”)] [added: SIFIs”)] subject to supervision by the Board of Governors of the Federal Reserve System and the Federal Reserve Bank of New York.

- The Federal Insurance Office (“FIO”) within the Department of the [added: U.S.] Treasury [added: (“U.S. Treasury”)] may participate in the negotiations of international insurance agreements with foreign regulators for the U.S., collect information about the insurance industry, and recommend prudential standards.

| [Regulation](#ibe877edb035045888651e88e33293472_85) | | | [12](#ibe877edb035045888651e88e33293472_85) | | |

| [Competition](#ibe877edb035045888651e88e33293472_88) | | | [23](#ibe877edb035045888651e88e33293472_88) | | |

| [Trademarks](#ibe877edb035045888651e88e33293472_97) | | | [26](#ibe877edb035045888651e88e33293472_97) | | |

In the fourth quarter of 2025, MetLife executed a reorganization to align with its strategic initiative to accelerate growth in asset management.

As part of this reorganization, the Company adjusted its segment structure.

MetLife Investment Management, the Company’s institutional asset management business (“MIM”), which was previously reported in Corporate & Other, became a reportable segment.

MetLife Holdings was removed as a reportable segment, and its business is now primarily reported in Corporate & Other.

These changes were applied retrospectively for all years presented.

Additionally, certain products formerly reported in MetLife Holdings have been moved to Group Benefits and Retirement and Income Solutions (“RIS”).

This change was applied only for the year ended December 31, 2025.

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[Table of Contents](#ibe877edb035045888651e88e33293472_10)

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

| | | | *Group Deferred Annuities* | | | Group fixed and variable deferred annuities generally offered in connection with defined contribution retirement plans for not-for-profit organizations. | | |

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

| *Indexed-Linked Annuities* | | | Assumed indexed-linked annuities which allow the contractholder to participate in returns from equity indices. | | | | | |

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

MetLife Investment Management

MIM provides asset management and advisory services to institutional investors worldwide in public and private fixed income, real estate, equity, alternatives, multi-asset solutions and insurance solutions.

MIM also manages investments for the Company's general account.

On December 30, 2025, MIM completed the acquisition of PineBridge Investments (“PineBridge”), a global asset manager.

This acquisition supports MetLife’s New Frontier strategy to accelerate growth in asset management by adding significant scale and broadening our global product offerings and distribution reach.

See Note 3 of the Notes to the Consolidated Financial Statements for further information on the acquisition of PineBridge.

We distribute our products and services primarily through our proprietary institutional client sales force and institutional client service teams for each major asset strategy.

Products, investment structures and services offered include separately managed accounts, open-ended and close-ended funds, and other commingled investment vehicles, as well as insurance solutions services and asset advisory services.

Our institutional clients include insurance companies, pension plans (including corporate and public plans and those under the Taft-Hartley Act) and defined contribution plans, intermediaries (including sub-advisory relationships), sovereign wealth funds, health service organizations, endowments, foundations, non-profits, family offices, high net worth clients, fund of funds, funds, retail clients, supranationals and central authorities.

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

| Major Capabilities | | | | | |

| *Public Fixed Income* | | | Global active asset management services across the diverse public fixed income markets. Strategies available include core based, core insurance, corporate, emerging market debt, global credit, inflation protected securities, index strategies, Japan credit, leveraged finance, long duration & liability driven investment strategies, multi-sector, preferred securities, securitized products, short & intermediate duration, stable value and sustainable & transition finance. | | |

| *Private Fixed Income* | | | Global private credit solutions across the risk spectrum. Credit profiles available include both investment grade and high yield. Strategies available include corporate private credit, infrastructure debt, private asset based finance, residential whole loans, single family rental financing and sustainable & transition finance. | | |

| *Real Estate* | | | Broad range of real estate debt and equity investment strategies. Strategies available include agricultural mortgage loans, European value-add opportunistic equity, U.S. core debt & equity, U.S. core plus debt & equity and U.S. value-add opportunistic debt & equity. | | |

| *Equity* | | | Array of global, regional and country-specific actively managed equity asset management solutions. Strategies available include Asia excluding Japan (all cap & small cap), China, Europe, Europe research enhanced, global emerging market focus, global focus, Hong Kong, index strategies, India, Japan (all cap & small cap), Latin America, Taiwan, U.S. research enhanced core, U.S. research enhanced plus, U.S. research enhanced value, U.S. small cap core, U.S. small cap value and U.S. small-mid cap value. | | |

| *Alternatives* | | | Global private equity and middle market private debt investment strategies. Capabilities available include private equity solutions across a broad range of geographies and strategies and middle market direct lending including privately-placed senior, unitranche and second lien debt and mezzanine debt. | | |

| [Regulation](#iad6cddcdac404a0d8692c87538f900eb_85) | | | [12](#iad6cddcdac404a0d8692c87538f900eb_85) | | |

| [Competition](#iad6cddcdac404a0d8692c87538f900eb_88) | | | [23](#iad6cddcdac404a0d8692c87538f900eb_88) | | |

| [Trademarks](#iad6cddcdac404a0d8692c87538f900eb_97) | | | [26](#iad6cddcdac404a0d8692c87538f900eb_97) | | |

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In the fourth quarter of 2024, MetLife and General Atlantic, L.P. (“General Atlantic”) announced the formation of a life and annuity reinsurance company, Chariot Reinsurance, Ltd. (“Chariot Re”) which is expected to launch in the first half of 2025, subject to regulatory approvals and other closing conditions.

MetLife will own an equity interest in Chariot Re.

MetLife is targeting ceding a block of liabilities composed of structured settlement annuity contracts and group annuity contracts associated with pension risk transfers to Chariot Re.

MetLife Investment Management and General Atlantic will exclusively provide global investment management services to Chariot Re.

| Major Products | | | | | |

MetLife Holdings

This segment consists of operations relating to products and businesses that we no longer actively market in the U.S. These include variable, universal, term and whole life insurance, variable, fixed and index-linked annuities, and long-term care insurance.

It also includes an in-force block of assumed variable annuity guarantees from a third party.

| *Variable, Universal and Term Life Insurance* | | | Similar to products offered by our Group Benefits segment, except that these products were historically marketed to individuals through various retail distribution channels. For a description of these products, see “— Group Benefits.” | | |

| *Whole Life Insurance* | | | A benefit upon the death of the insured in return for the periodic payment of a fixed premium over a predetermined period. Whole life insurance includes policies that provide a participation feature in the form of dividends. Policyholders may receive dividends in cash, or apply them to increase death benefits, increase cash values available upon surrender or reduce the premiums required to maintain the contract in-force. | | |

| *Variable Annuities* | | | Variable annuities provide for asset accumulation and asset distribution needs. Variable annuities allow the contractholder to allocate deposits into various investment options in a separate account, as determined by the contractholder. In certain variable annuity products, contractholders may also choose to allocate all or a portion of their account to the Company’s general account and are credited with interest at rates we determine, subject to specified minimums. Contractholders may also elect certain minimum death benefit and minimum living benefit guarantees for which additional fees are charged and where asset allocation restrictions may apply. | | |

| *Fixed and Indexed-Linked Annuities* | | | Fixed annuities provide for asset accumulation and asset distribution needs. Deposits made into deferred annuity contracts are allocated to the Company’s general account and are credited with interest at rates we determine, subject to specified minimums. Fixed income annuities provide a guaranteed monthly income for a specified period of years and/or for the life of the annuitant. Additionally, the Company has issued indexed-linked annuities which allow the contractholder to participate in returns from equity indices. | | |

| *Long-term Care* | | | Protection against the potentially high costs of long-term health care services. Generally pays benefits to insureds who need assistance with activities of daily living or have a cognitive impairment. | | |

*Dividend Restrictions*

The NAIC approved an RBC update for mortality risk that took effect at year-end 2022, which had a modest positive impact on our reported RBC ratios.

Insurers are required to begin reporting the financially modeled NAIC designations for CLOs with their year-end 2025 financial statement filings.

In early 2024, the NAIC launched an initiative to address declines in reserve requirements following certain offshore reinsurance transactions, which could lead the NAIC to propose higher reserve requirements for cedants that are parties to certain offshore reinsurance treaties.

The U.K. and EU have completed reviews of their solvency regimes.

For the EU, we expect detailed guidance to be completed in 2025, with compliance beginning in 2027.

Mexico has adopted a Solvency II-type regulatory framework which imposes reserve and capital requirements and corporate governance to foster transparency.

In line with the requirements of the local Solvency II, insurance companies calculate and report their capital requirement using a standard formula designed by the local regulators (“CNSF”).

In addition, as required, certain MetLife entities must submit annual Own Risk and Solvency Assessment (“ORSA”) reports to the CNSF on an ongoing basis.

In Chile, the law implementing Solvency II-like regulation continues in the studies stage.

The implementation date for the new solvency regime has not yet been set; however, it could be in force within four years after the final regulation is published.

MetLife Chile must also submit an annual ORSA report to the regulator.

The Brazilian insurance regulator has established an insurance framework for minimum capital requirements based on risk, criteria for investment activities, a formal risk management function, and a formal enterprise risk management (“ERM”) framework.

In addition, we expect Japan to adopt an economic value-based solvency regime in 2025.

In China, the business of our joint venture (as well as the industry) has implemented China Risk Oriented Solvency System (“C-ROSS”), a risk-based solvency regime.

Like Solvency II, C-ROSS focuses on risk management and has three pillars (strengthen quantitative capital requirements, enhance qualitative supervision and establish a governance and market discipline process).

CBIRC has adopted a transition period approach based on actual circumstances, with full implementation to be in place by no later than 2026.

In 2023, China’s State Council created the National Financial Regulatory Administration (“NFRA”) to oversee regulation of the financial sector.

NFRA has replaced its predecessor, CBIRC.

As a result of increased innovation and technology, the NAIC and insurance regulators are focused on the use of “big data” techniques, such as the use of artificial intelligence (“AI”), machine learning and automated decision-making.

In 2023, the NAIC’s Innovation, Cybersecurity and Technology (H) Committee (the “(H) Committee”) adopted the Model Bulletin on the Use of Artificial Intelligence Systems by Insurers (the “AI Bulletin”).

States have started to adopt the AI Bulletin, which outlines how insurance regulators should govern the development, acquisition and use of AI technologies, as well as the types of information that regulators may request during an investigation or examination of an insurer in regard to AI systems.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant at June 30, [removed: 2024] [added: 2025] was approximately [removed: $49.4] [added: $53.6] billion.

At February [removed: 13, 2025, 681,228,028] [added: 12, 2026, 652,053,867] shares of the registrant’s common stock were outstanding.

Part III of this Form 10-K incorporates by reference certain information from the registrant’s definitive proxy statement for the Annual Meeting of Shareholders to be held on June [removed: 17, 2025,] [added: 16, 2026,] to be filed by the registrant with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the year ended December 31, [removed: 2024.][added: 2025.]

| Item 1. | | | | | | [removed: [Business](#iad6cddcdac404a0d8692c87538f900eb_22)] [added: [Business](#ibe877edb035045888651e88e33293472_22)] | | | | | | [removed: [4](#iad6cddcdac404a0d8692c87538f900eb_22)] [added: [4](#ibe877edb035045888651e88e33293472_22)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#iad6cddcdac404a0d8692c87538f900eb_103)] [added: Factors](#ibe877edb035045888651e88e33293472_103)] | | | | | | [removed: [27](#iad6cddcdac404a0d8692c87538f900eb_103)] [added: [27](#ibe877edb035045888651e88e33293472_103)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#iad6cddcdac404a0d8692c87538f900eb_106)] [added: Comments](#ibe877edb035045888651e88e33293472_106)] | | | | | | [removed: [40](#iad6cddcdac404a0d8692c87538f900eb_106)] [added: [41](#ibe877edb035045888651e88e33293472_106)] | | |

| Item 1C. | | | | | | [removed: [Cybersecurity](#iad6cddcdac404a0d8692c87538f900eb_109)] [added: [Cybersecurity](#ibe877edb035045888651e88e33293472_109)] | | | | | | [removed: [41](#iad6cddcdac404a0d8692c87538f900eb_109)] [added: [42](#ibe877edb035045888651e88e33293472_109)] | | |

| Item 2. | | | | | | [removed: [Properties](#iad6cddcdac404a0d8692c87538f900eb_112)] [added: [Properties](#ibe877edb035045888651e88e33293472_112)] | | | | | | [removed: [42](#iad6cddcdac404a0d8692c87538f900eb_112)] [added: [43](#ibe877edb035045888651e88e33293472_112)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#iad6cddcdac404a0d8692c87538f900eb_115)] [added: Proceedings](#ibe877edb035045888651e88e33293472_115)] | | | | | | [removed: [42](#iad6cddcdac404a0d8692c87538f900eb_115)] [added: [43](#ibe877edb035045888651e88e33293472_115)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#iad6cddcdac404a0d8692c87538f900eb_118)] [added: Disclosures](#ibe877edb035045888651e88e33293472_118)] | | | | | | [removed: [42](#iad6cddcdac404a0d8692c87538f900eb_118)] [added: [43](#ibe877edb035045888651e88e33293472_118)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iad6cddcdac404a0d8692c87538f900eb_124)] [added: Securities](#ibe877edb035045888651e88e33293472_124)] | | | | | | [removed: [43](#iad6cddcdac404a0d8692c87538f900eb_124)] [added: [44](#ibe877edb035045888651e88e33293472_124)] | | |

| Item 6. | | | | | | [removed: [Reserved](#iad6cddcdac404a0d8692c87538f900eb_139)] [added: [Reserved](#ibe877edb035045888651e88e33293472_139)] | | | | | | [removed: [44](#iad6cddcdac404a0d8692c87538f900eb_139)] [added: [45](#ibe877edb035045888651e88e33293472_139)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iad6cddcdac404a0d8692c87538f900eb_142)] [added: Operations](#ibe877edb035045888651e88e33293472_142)] | | | | | | [removed: [45](#iad6cddcdac404a0d8692c87538f900eb_142)] [added: [46](#ibe877edb035045888651e88e33293472_142)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iad6cddcdac404a0d8692c87538f900eb_469)] [added: Risk](#ibe877edb035045888651e88e33293472_466)] | | | | | | [removed: [114](#iad6cddcdac404a0d8692c87538f900eb_469)] [added: [125](#ibe877edb035045888651e88e33293472_466)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#iad6cddcdac404a0d8692c87538f900eb_511)] [added: Data](#ibe877edb035045888651e88e33293472_508)] | | | | | | [removed: [119](#iad6cddcdac404a0d8692c87538f900eb_511)] [added: [130](#ibe877edb035045888651e88e33293472_508)] | | |

| Item 9. | | | | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#iad6cddcdac404a0d8692c87538f900eb_1147)] [added: Disclosure](#ibe877edb035045888651e88e33293472_1147)] | | | | | | [removed: [306](#iad6cddcdac404a0d8692c87538f900eb_1147)] [added: [319](#ibe877edb035045888651e88e33293472_1147)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#iad6cddcdac404a0d8692c87538f900eb_1150)] [added: Procedures](#ibe877edb035045888651e88e33293472_1150)] | | | | | | [removed: [306](#iad6cddcdac404a0d8692c87538f900eb_1150)] [added: [319](#ibe877edb035045888651e88e33293472_1150)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#iad6cddcdac404a0d8692c87538f900eb_1156)] [added: Information](#ibe877edb035045888651e88e33293472_1156)] | | | | | | [removed: [308](#iad6cddcdac404a0d8692c87538f900eb_1156)] [added: [321](#ibe877edb035045888651e88e33293472_1156)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#iad6cddcdac404a0d8692c87538f900eb_1162)] [added: Inspections](#ibe877edb035045888651e88e33293472_1162)] | | | | | | [removed: [308](#iad6cddcdac404a0d8692c87538f900eb_1162)] [added: [321](#ibe877edb035045888651e88e33293472_1162)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#iad6cddcdac404a0d8692c87538f900eb_1168)] [added: Governance](#ibe877edb035045888651e88e33293472_1168)] | | | | | | [removed: [308](#iad6cddcdac404a0d8692c87538f900eb_1168)] [added: [321](#ibe877edb035045888651e88e33293472_1168)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#iad6cddcdac404a0d8692c87538f900eb_1171)] [added: Compensation](#ibe877edb035045888651e88e33293472_1171)] | | | | | | [removed: [308](#iad6cddcdac404a0d8692c87538f900eb_1171)] [added: [321](#ibe877edb035045888651e88e33293472_1171)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iad6cddcdac404a0d8692c87538f900eb_1174)] [added: Matters](#ibe877edb035045888651e88e33293472_1174)] | | | | | | [removed: [309](#iad6cddcdac404a0d8692c87538f900eb_1174)] [added: [321](#ibe877edb035045888651e88e33293472_1174)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iad6cddcdac404a0d8692c87538f900eb_1177)] [added: Independence](#ibe877edb035045888651e88e33293472_1177)] | | | | | | [removed: [312](#iad6cddcdac404a0d8692c87538f900eb_1177)] [added: [324](#ibe877edb035045888651e88e33293472_1177)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#iad6cddcdac404a0d8692c87538f900eb_1180)] [added: Services](#ibe877edb035045888651e88e33293472_1180)] | | | | | | [removed: [312](#iad6cddcdac404a0d8692c87538f900eb_1180)] [added: [324](#ibe877edb035045888651e88e33293472_1180)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#iad6cddcdac404a0d8692c87538f900eb_1186)] [added: Schedules](#ibe877edb035045888651e88e33293472_1186)] | | | | | | [removed: [313](#iad6cddcdac404a0d8692c87538f900eb_1186)] [added: [325](#ibe877edb035045888651e88e33293472_1186)] | | |

| Item 16. | | | | | | [Form 10-K [removed: Summary](#iad6cddcdac404a0d8692c87538f900eb_1189)] [added: Summary](#ibe877edb035045888651e88e33293472_1189)] | | | | | | [removed: [313](#iad6cddcdac404a0d8692c87538f900eb_1186)] [added: [325](#ibe877edb035045888651e88e33293472_1186)] | | |

[Table of [removed: Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: Contents](#ibe877edb035045888651e88e33293472_10)]

(1) economic condition difficulties, including risks relating to interest rates, [added: the effects of announced or future tariff increases on the global economy,] credit spreads, declining equity or debt markets, [added: changes in the value of assets under management,] real estate, obligors and counterparties, government [removed: default,] [added: default or shutdown,] currency exchange rates, derivatives, climate change, public [removed: health and] [added: health,] terrorism and security;

(10) unsuccessful efforts to meet all [removed: environmental, social, and governance] [added: sustainability] standards or to enhance our sustainability;

| [Glossary](#ibe877edb035045888651e88e33293472_1192) | | | | | | | | | | | | [326](#ibe877edb035045888651e88e33293472_1192) | | |

| [Exhibit Index](#ibe877edb035045888651e88e33293472_1195) | | | | | | | | | | | | [329](#ibe877edb035045888651e88e33293472_1195) | | |

| [Signatures](#ibe877edb035045888651e88e33293472_1198) | | | | | | | | | | | | [335](#ibe877edb035045888651e88e33293472_1198) | | |

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

[Table of Contents](#ibe877edb035045888651e88e33293472_10)

3.850% Fixed Rate Reset Non-Cumulative Preferred Stock, Series G, par value $0.01

| [Glossary](#iad6cddcdac404a0d8692c87538f900eb_9474) | | | | | | | | | | | | [314](#iad6cddcdac404a0d8692c87538f900eb_9474) | | |

| [Exhibit Index](#iad6cddcdac404a0d8692c87538f900eb_1192) | | | | | | | | | | | | [317](#iad6cddcdac404a0d8692c87538f900eb_1192) | | |

| [Signatures](#iad6cddcdac404a0d8692c87538f900eb_1195) | | | | | | | | | | | | [326](#iad6cddcdac404a0d8692c87538f900eb_1195) | | |

[Table of [removed: Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: Contents](#ibe877edb035045888651e88e33293472_10)]

We manage information security risk through, and as part of, MetLife’s Information Security Program (the “Program”), instituted to maintain controls for the systems, applications, and databases of the Company and of its third-party [added: service] providers.

The primary goal of the Program is to protect the confidentiality, integrity and availability of [removed: all] data MetLife owns or possesses, as well as its technology assets, through physical, technical, and administrative safeguards.

[Table of [removed: Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: Contents](#ibe877edb035045888651e88e33293472_10)]

These regular reports include updates on our performance preparing for, preventing, detecting, responding to and recovering from [removed: cyber] [added: cybersecurity] incidents.

Third parties are governed by the MetLife Third-Party Risk Management program, which includes risk assessment prior to onboarding.

[Table of [removed: Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: Contents](#ibe877edb035045888651e88e33293472_10)]

At February [removed: 13, 2025,] [added: 12, 2026,] there were [removed: 71,197] [added: 69,355] stockholders of record of our common stock.

Purchases of MetLife, Inc. common stock made by or on behalf of MetLife, Inc. or its affiliates during the quarter ended December 31, [removed: 2024] [added: 2025] are set forth below:

(1)During the periods [removed: October 1 — October 31, 2024, November 1 — November 30, 2024 and December 1 — December 31, 2024, there were no purchases by] [added: presented,] separate account index funds [removed: of] [added: did not purchase any] MetLife, Inc. common stock on the open market in non-discretionary transactions.

(2)In [removed: May 2024,] [added: April 2025,] MetLife, Inc. announced that its Board of Directors authorized an additional $3.0 billion of common stock repurchases.

At December 31, [removed: 2024,] [added: 2025,] MetLife, Inc. had [removed: $1.9] [added: $2.1] billion of common stock repurchases remaining under [removed: this] [added: its] authorization.

Neither the authorization remaining, nor the amount repurchased, [removed: reflects] [added: reflect] the applicable excise tax payable in connection with such repurchases.

The graph and table below compare the total return on our common shares with the total return on the Standard & Poor’s Global Ratings (“S&P”) 500, S&P 500 Insurance, S&P 500 Financials and S&P 500 Life & Health Insurance indices, respectively, for the five-year period ended on December 31, [removed: 2024.][added: 2025.]

The graph and table show the total return on a hypothetical $100 investment in our common shares and in each index, respectively, on December 31, [removed: 2019,] [added: 2020,] including the reinvestment of all dividends.

[Table of [removed: Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: Contents](#ibe877edb035045888651e88e33293472_10)]

[removed: ][added: ]

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| October 1 - October 31, 2025 | | | | | | 1,845,671 | | | | | | $81.27 | | | | | | 1,845,671 | | | | | | $2,352,468,033 | | |

| November 1 - November 30, 2025 | | | | | | 3,598,160 | | | | | | $77.81 | | | | | | 3,598,160 | | | | | | $2,072,488,851 | | |

| December 1 - December 31, 2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | $2,072,488,851 | | |

| Total | | | | | | 5,443,831 | | | | | | | | | | | | 5,443,831 | | | | | | | | |

| MetLife, Inc. common stock | | | | | | $ | 100.00 | | | | | $ | 137.43 | | | | | $ | 163.86 | | | | | $ | 154.85 | | | | | $ | 197.71 | | | | | $ | 196.13 | |

| S&P 500 | | | | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

| S&P 500 Insurance | | | | | | $ | 100.00 | | | | | $ | 132.12 | | | | | $ | 145.50 | | | | | $ | 158.97 | | | | | $ | 201.61 | | | | | $ | 209.85 | |

| S&P 500 Financials | | | | | | $ | 100.00 | | | | | $ | 135.04 | | | | | $ | 120.81 | | | | | $ | 135.49 | | | | | $ | 176.89 | | | | | $ | 203.47 | |

| S&P 500 Life & Health Insurance | | | | | | $ | 100.00 | | | | | $ | 136.68 | | | | | $ | 150.82 | | | | | $ | 157.83 | | | | | $ | 189.87 | | | | | $ | 201.00 | |

| October 1 - October 31, 2024 | | | | | | 1,540,782 | | | | | | $83.34 | | | | | | 1,540,782 | | | | | | $2,172,966,699 | | |

| November 1 - November 30, 2024 | | | | | | 153,276 | | | | | | $78.29 | | | | | | 153,276 | | | | | | $2,160,966,737 | | |

| December 1 - December 31, 2024 | | | | | | 2,887,469 | | | | | | $81.62 | | | | | | 2,887,469 | | | | | | $1,925,294,295 | | |

| Total | | | | | | 4,581,527 | | | | | | | | | | | | 4,581,527 | | | | | | | | |

| MetLife, Inc. common stock | | | | | | $ | 100.00 | | | | | $ | 96.58 | | | | | $ | 132.73 | | | | | $ | 158.26 | | | | | $ | 149.56 | | | | | $ | 190.96 | |

| S&P 500 | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P 500 Insurance | | | | | | 100.00 | | | | | | 99.56 | | | | | | 131.54 | | | | | | 144.86 | | | | | | 158.28 | | | | | | 200.73 | | |

| S&P 500 Financials | | | | | | 100.00 | | | | | | 98.31 | | | | | | 132.75 | | | | | | 118.77 | | | | | | 133.20 | | | | | | 173.90 | | |

| S&P 500 Life & Health Insurance | | | | | | 100.00 | | | | | | 90.52 | | | | | | 123.73 | | | | | | 136.53 | | | | | | 142.87 | | | | | | 171.87 | | |

[Table of [removed: Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: Contents](#ibe877edb035045888651e88e33293472_10)]

| [Report of Independent Registered Public Accounting [removed: Firm](#iad6cddcdac404a0d8692c87538f900eb_514)] [added: Firm](#ibe877edb035045888651e88e33293472_511)] (PCAOB ID 34) | | | [removed: [120](#iad6cddcdac404a0d8692c87538f900eb_514)] [added: [131](#ibe877edb035045888651e88e33293472_511)] | | |

| Financial Statements at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022:] [added: 2023:] | | | | | |

| [Consolidated Statements of Comprehensive [removed: Income](#iad6cddcdac404a0d8692c87538f900eb_529)] [added: Income](#ibe877edb035045888651e88e33293472_526)] (Loss) | | | [removed: [125](#iad6cddcdac404a0d8692c87538f900eb_529)] [added: [135](#ibe877edb035045888651e88e33293472_526)] | | |

| [Consolidated Statements of Cash [removed: Flows](#iad6cddcdac404a0d8692c87538f900eb_535)] [added: Flows](#ibe877edb035045888651e88e33293472_532)] | | | [removed: [127](#iad6cddcdac404a0d8692c87538f900eb_535)] [added: [137](#ibe877edb035045888651e88e33293472_532)] | | |

[removed: | [Notes] [added: Notes] to the Consolidated Financial [removed: Statements](#iad6cddcdac404a0d8692c87538f900eb_544) | | | | | |][added: Statements — (continued)]

| [Note 1 — Business, Basis of Presentation and Summary of Significant Accounting [removed: Policies](#iad6cddcdac404a0d8692c87538f900eb_547)] [added: Policies](#ibe877edb035045888651e88e33293472_544)] | | | [removed: [129](#iad6cddcdac404a0d8692c87538f900eb_544)] [added: [139](#ibe877edb035045888651e88e33293472_541)] | | |

| [Note 2 — Segment [removed: Information](#iad6cddcdac404a0d8692c87538f900eb_571)] [added: Information](#ibe877edb035045888651e88e33293472_568)] | | | [removed: [148](#iad6cddcdac404a0d8692c87538f900eb_568)] [added: [159](#ibe877edb035045888651e88e33293472_565)] | | |

| [Note 4 — Future Policy [removed: Benefits](#iad6cddcdac404a0d8692c87538f900eb_634)] [added: Benefits](#ibe877edb035045888651e88e33293472_634)] | | | [removed: [154](#iad6cddcdac404a0d8692c87538f900eb_634)] [added: [166](#ibe877edb035045888651e88e33293472_634)] | | |

| [Note 5 — Policyholder Account [removed: Balances](#iad6cddcdac404a0d8692c87538f900eb_700)] [added: Balances](#ibe877edb035045888651e88e33293472_700)] | | | [removed: [176](#iad6cddcdac404a0d8692c87538f900eb_700)] [added: [188](#ibe877edb035045888651e88e33293472_700)] | | |

| [Note 6 — Market Risk [removed: Benefits](#iad6cddcdac404a0d8692c87538f900eb_724)] [added: Benefits](#ibe877edb035045888651e88e33293472_724)] | | | [removed: [190](#iad6cddcdac404a0d8692c87538f900eb_724)] [added: [201](#ibe877edb035045888651e88e33293472_724)] | | |

| [Note 7 — Separate [removed: Accounts](#iad6cddcdac404a0d8692c87538f900eb_742)] [added: Accounts](#ibe877edb035045888651e88e33293472_742)] | | | [removed: [195](#iad6cddcdac404a0d8692c87538f900eb_742)] [added: [204](#ibe877edb035045888651e88e33293472_742)] | | |

| [Note 8 — Deferred Policy Acquisition Costs, Value of Business Acquired, Unearned Revenue and Other [removed: Intangibles](#iad6cddcdac404a0d8692c87538f900eb_754)] [added: Intangibles](#ibe877edb035045888651e88e33293472_754)] | | | [removed: [199](#iad6cddcdac404a0d8692c87538f900eb_754)] [added: [209](#ibe877edb035045888651e88e33293472_754)] | | |

| [Note 16 — Long-term and Short-term [removed: Debt](#iad6cddcdac404a0d8692c87538f900eb_916)] [added: Debt](#ibe877edb035045888651e88e33293472_913)] | | | [removed: [256](#iad6cddcdac404a0d8692c87538f900eb_916)] [added: [267](#ibe877edb035045888651e88e33293472_913)] | | |

| [Note 17 — Collateral Financing [removed: Arrangements](#iad6cddcdac404a0d8692c87538f900eb_925)] [added: Arrangements](#ibe877edb035045888651e88e33293472_922)] | | | [removed: [258](#iad6cddcdac404a0d8692c87538f900eb_925)] [added: [270](#ibe877edb035045888651e88e33293472_922)] | | |

| [Note 20 — Other Revenues and Other [removed: Expenses](#iad6cddcdac404a0d8692c87538f900eb_994)] [added: Expenses](#ibe877edb035045888651e88e33293472_991)] | | | [removed: [277](#iad6cddcdac404a0d8692c87538f900eb_994)] [added: [288](#ibe877edb035045888651e88e33293472_991)] | | |

| [Note 21 — Employee Benefit [removed: Plans](#iad6cddcdac404a0d8692c87538f900eb_1006)] [added: Plans](#ibe877edb035045888651e88e33293472_1006)] | | | [removed: [278](#iad6cddcdac404a0d8692c87538f900eb_1006)] [added: [289](#ibe877edb035045888651e88e33293472_1006)] | | |

| [Note 22 — Income [removed: Tax](#iad6cddcdac404a0d8692c87538f900eb_1012)] [added: Tax](#ibe877edb035045888651e88e33293472_1012)] | | | [removed: [286](#iad6cddcdac404a0d8692c87538f900eb_1012)] [added: [298](#ibe877edb035045888651e88e33293472_1012)] | | |

| [Note 23 — Earnings Per Common [removed: Share](#iad6cddcdac404a0d8692c87538f900eb_1018)] [added: Share](#ibe877edb035045888651e88e33293472_1018)] | | | [removed: [289](#iad6cddcdac404a0d8692c87538f900eb_1018)] [added: [303](#ibe877edb035045888651e88e33293472_1018)] | | |

| [Note 24 — Contingencies, Commitments and [removed: Guarantees](#iad6cddcdac404a0d8692c87538f900eb_1024)] [added: Guarantees](#ibe877edb035045888651e88e33293472_1024)] | | | [removed: [290](#iad6cddcdac404a0d8692c87538f900eb_1024)] [added: [303](#ibe877edb035045888651e88e33293472_1024)] | | |

| Financial Statement Schedules at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] and for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022:] [added: 2023:] | | | | | |

| [Schedule I — Consolidated Summary of Investments — Other Than Investments in Related [removed: Parties](#iad6cddcdac404a0d8692c87538f900eb_1063)] [added: Parties](#ibe877edb035045888651e88e33293472_1063)] | | | [removed: [295](#iad6cddcdac404a0d8692c87538f900eb_1063)] [added: [308](#ibe877edb035045888651e88e33293472_1063)] | | |

| [Schedule II — Condensed Financial Information (Parent Company [removed: Only)](#iad6cddcdac404a0d8692c87538f900eb_1066)] [added: Only)](#ibe877edb035045888651e88e33293472_1066)] | | | [removed: [296](#iad6cddcdac404a0d8692c87538f900eb_1066)] [added: [309](#ibe877edb035045888651e88e33293472_1066)] | | |

| [Schedule III — Consolidated Supplementary Insurance [removed: Information](#iad6cddcdac404a0d8692c87538f900eb_1138)] [added: Information](#ibe877edb035045888651e88e33293472_1135)] | | | [removed: [303](#iad6cddcdac404a0d8692c87538f900eb_1138)] [added: [316](#ibe877edb035045888651e88e33293472_1135)] | | |

| [Schedule IV — Consolidated [removed: Reinsurance](#iad6cddcdac404a0d8692c87538f900eb_1141)] [added: Reinsurance](#ibe877edb035045888651e88e33293472_1141)] | | | [removed: [305](#iad6cddcdac404a0d8692c87538f900eb_1141)] [added: [318](#ibe877edb035045888651e88e33293472_1141)] | | |

We have audited the accompanying consolidated balance sheets of MetLife, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] and the related notes and the schedules listed in the Index to Consolidated Financial Statements, Notes and Schedules (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control* — *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February [removed: 20, 2025,] [added: 19, 2026,] expressed an unqualified opinion on the Company’s internal control over financial reporting.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current-period audit of the financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (1) [removed: relate] [added: relates] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: Insurance Liabilities] [added: Market Risk Benefits] — Certain Assumptions Related to the Valuation of [removed: Future Policy] [added: Market Risk] Benefits [removed: for Long-Term Care Insurance] — Refer to Notes [removed: 1] [added: 1, 6] and [removed: 4] [added: 13] to the [removed: financial statements][added: Financial Statements]

[removed: ◦evaluated judgments applied by management in setting principal assumptions, including evaluating] [added: ◦assessed] the results of [added: underlying] experience studies [removed: used as] [added: and capital market projections, and evaluated] the [removed: basis for] [added: judgments applied by management in] setting [removed: those] [added: the principal] assumptions.

- We tested the effectiveness of controls over [removed: the] assumptions used in the valuation of market risk benefits, including [removed: the related methodologies and] [added: those] assumptions used [added: by the Company] for determining fair value.

◦evaluated the reasonableness of [removed: the Company’s assumption] [added: certain assumptions] by comparing [removed: those] [added: the Company’s] selected [removed: by management] [added: assumptions] to those independently [removed: developed] [added: recalculated] by our actuarial specialist.

December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

| | | | | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Fixed maturity securities available-for-sale, at estimated fair value (net of allowance for credit loss of [removed: $160] [added: $249] and [removed: $184,] [added: $160,] respectively); and amortized cost: [removed: $307,421] [added: $337,201] and [removed: $300,555,] [added: $307,421,] respectively | | | | | | $ | [removed: 281,043] [added: 315,931] | | | | | $ | [removed: 281,412] [added: 281,043] | |

| Equity securities, at estimated fair value | | | | | | [removed: 712] [added: 858] | | | | | | [removed: 757] [added: 712] | | |

| [removed: Contractholder-directed] [added: Change in contractholder-directed] equity securities and fair value option [removed: securities, at estimated fair value] [added: securities] | | | [added: (1,013)] | | | [removed: 10,672] | | | [added: (518)] | | | [removed: 10,331] | | | [added: (539) | | |]

| Mortgage loans (net of allowance for credit loss of [removed: $800] [added: $1,193] and [removed: $721, respectively)] [added: $800, respectively; includes $35 and $0, respectively, of mortgage loans held-for-sale)] | | | | | | [removed: 89,012] [added: 84,593] | | | | | | [removed: 92,506] [added: 89,012] | | |

| Policy loans | | | | | | [removed: 8,545] [added: 8,547] | | | | | | [removed: 8,788] [added: 8,545] | | |

| [Consolidated Balance Sheets](#ibe877edb035045888651e88e33293472_514) | | | [133](#ibe877edb035045888651e88e33293472_514) | | |

| [Consolidated Statements of Operations](#ibe877edb035045888651e88e33293472_520) | | | [134](#ibe877edb035045888651e88e33293472_520) | | |

| [Consolidated Statements of Equity](#ibe877edb035045888651e88e33293472_529) | | | [136](#ibe877edb035045888651e88e33293472_529) | | |

| [Notes to the Consolidated Financial Statements](#ibe877edb035045888651e88e33293472_541) | | | | | |

| [Note 3 — Acquisition](#ibe877edb035045888651e88e33293472_589) | | | [165](#ibe877edb035045888651e88e33293472_589) | | |

| [Note 9 — Reinsurance](#ibe877edb035045888651e88e33293472_766) | | | [211](#ibe877edb035045888651e88e33293472_766) | | |

| [Note 10 — Closed Block](#ibe877edb035045888651e88e33293472_787) | | | [216](#ibe877edb035045888651e88e33293472_787) | | |

| [Note 11 — Investments](#ibe877edb035045888651e88e33293472_793) | | | [218](#ibe877edb035045888651e88e33293472_793) | | |

| [Note 12 — Derivatives](#ibe877edb035045888651e88e33293472_832) | | | [236](#ibe877edb035045888651e88e33293472_832) | | |

| [Note 13 — Fair Value](#ibe877edb035045888651e88e33293472_868) | | | [250](#ibe877edb035045888651e88e33293472_868) | | |

| [Note 14 — Leases](#ibe877edb035045888651e88e33293472_898) | | | [264](#ibe877edb035045888651e88e33293472_898) | | |

| [Note 15 — Goodwill](#ibe877edb035045888651e88e33293472_904) | | | [266](#ibe877edb035045888651e88e33293472_904) | | |

| [Note 18 — Subordinated Debt Securities](#ibe877edb035045888651e88e33293472_931) | | | [272](#ibe877edb035045888651e88e33293472_931) | | |

| [Note 19 — Equity](#ibe877edb035045888651e88e33293472_955) | | | [273](#ibe877edb035045888651e88e33293472_955) | | |

| [Note 25 — Related Party Transactions](#ibe877edb035045888651e88e33293472_3298534893028) | | | [307](#ibe877edb035045888651e88e33293472_3298534893028) | | |

February 19, 2026

| Contractholder-directed equity securities and fair value option securities, at estimated fair value (includes $1,751 and $0, respectively, relating to variable interest entities) | | | | | | 13,959 | | | | | | 10,672 | | |

| Long-term debt (includes $28 and $0, respectively, relating to variable interest entities) | | | | | | 14,467 | | | | | | 15,086 | | |

| Notes issued by collateralized financing entities (includes all amounts: under the fair value option; and relating to variable interest entities) | | | | | | 1,206 | | | | | | — | | |

| Other liabilities (includes $167 and $0, respectively, relating to variable interest entities) | | | | | | 57,582 | | | | | | 36,843 | | |

| Mezzanine Equity | | | | | | | | | | | | | | |

| Redeemable noncontrolling interests | | | | | | 241 | | | | | | — | | |

| Preferred stock redemption premium | | | | | | 12 | | | | | | — | | | | | | — | | |

(In millions, except per share data)

| Cumulative effects of change in accounting principles for equity method investees at January 1, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1,074) | | | | | | (1,074) | | | | | | | | | | | | (1,074) | | |

| Preferred stock redemption premium | | | | | | | | | | | | | | | | | | | | | | | | (12) | | | | | | | | | | | | | | | | | | (12) | | | | | | | | | | | | (12) | | |

| Treasury stock acquired in connection with share repurchases (includes $27 of excise tax) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (2,880) | | | | | | | | | | | | (2,880) | | | | | | | | | | | | (2,880) | | |

| Balance at December 31, 2025 | | | | | | $ | — | | | | | $ | 12 | | | | | $ | 32,858 | | | | | $ | 44,290 | | | | | $ | (30,678) | | | | | $ | (18,084) | | | | | $ | 28,398 | | | | | $ | 282 | | | | | $ | 28,680 | |

| Purchases of businesses (net of cash received of $172, $0 and $0, respectively) | | | (738) | | | | | | — | | | | | | — | | |

| Redemption of preferred stock | | | (988) | | | | | | — | | | | | | — | | |

| Preferred stock redemption premium | | | (12) | | | | | | — | | | | | | — | | |

| Funds withheld liabilities established in connection with reinsurance transactions | | | $ | 18,319 | | | | | $ | — | | | | | $ | — | |

| Short-term investments received in connection with pension risk transfer transactions | | | $ | 122 | | | | | $ | — | | | | | $ | — | |

In the fourth quarter of 2025, MetLife executed a reorganization to align with its strategic initiative to accelerate growth in asset management.

As part of this reorganization, the Company adjusted its segment structure.

MetLife Investment Management, the Company’s institutional asset management business (“MIM”), which was previously reported in Corporate & Other, became a reportable segment.

MetLife Holdings was removed as a reportable segment, and its business is now primarily reported in Corporate & Other.

These changes were applied retrospectively for all years presented.

Additionally, certain products formerly reported in MetLife Holdings have been moved to Group Benefits and Retirement and Income Solutions (“RIS”).

This change was applied only for the year ended December 31, 2025.

| [Consolidated Balance Sheets](#iad6cddcdac404a0d8692c87538f900eb_517) | | | [123](#iad6cddcdac404a0d8692c87538f900eb_517) | | |

| [Consolidated Statements of Operations](#iad6cddcdac404a0d8692c87538f900eb_523) | | | [124](#iad6cddcdac404a0d8692c87538f900eb_523) | | |

| [Consolidated Statements of Equity](#iad6cddcdac404a0d8692c87538f900eb_532) | | | [126](#iad6cddcdac404a0d8692c87538f900eb_532) | | |

| [Note 3 — Acquisition](#iad6cddcdac404a0d8692c87538f900eb_589)[s](#iad6cddcdac404a0d8692c87538f900eb_589) [and Dispositions](#iad6cddcdac404a0d8692c87538f900eb_589) | | | [154](#iad6cddcdac404a0d8692c87538f900eb_589) | | |

| [Note 9 — Reinsurance](#iad6cddcdac404a0d8692c87538f900eb_769) | | | [201](#iad6cddcdac404a0d8692c87538f900eb_769) | | |

| [Note 10 — Closed Block](#iad6cddcdac404a0d8692c87538f900eb_790) | | | [206](#iad6cddcdac404a0d8692c87538f900eb_790) | | |

| [Note 11 — Investments](#iad6cddcdac404a0d8692c87538f900eb_796) | | | [208](#iad6cddcdac404a0d8692c87538f900eb_796) | | |

| [Note 12 — Derivatives](#iad6cddcdac404a0d8692c87538f900eb_835) | | | [226](#iad6cddcdac404a0d8692c87538f900eb_835) | | |

| [Note 13 — Fair Value](#iad6cddcdac404a0d8692c87538f900eb_871) | | | [240](#iad6cddcdac404a0d8692c87538f900eb_871) | | |

| [Note 14 — Leases](#iad6cddcdac404a0d8692c87538f900eb_901) | | | [254](#iad6cddcdac404a0d8692c87538f900eb_901) | | |

| [Note 15 — Goodwill](#iad6cddcdac404a0d8692c87538f900eb_907) | | | [255](#iad6cddcdac404a0d8692c87538f900eb_907) | | |

| [Note 18 — Junior Subordinated Debt Securities](#iad6cddcdac404a0d8692c87538f900eb_934) | | | [260](#iad6cddcdac404a0d8692c87538f900eb_934) | | |

| [Note 19 — Equity](#iad6cddcdac404a0d8692c87538f900eb_958) | | | [261](#iad6cddcdac404a0d8692c87538f900eb_958) | | |

Fixed Maturity Securities Available-for-Sale — Fair Value of Level 3 Fixed Maturity Securities — Refer to Notes 1, 11, and 13 to the financial statements

The Company has investments in certain fixed maturity securities classified as available-for-sale whose fair values are based on unobservable inputs that are supported by little or no market activity and are significant to the determination of estimated fair value.

When a price is not available in the active market or from an independent pricing service, management values the security using internal matrix pricing or discounted cash flow techniques.

These investments are categorized as Level 3.

Management applies considerable judgment in selecting unobservable inputs to value fixed maturity securities using internal matrix or discounted cash flow techniques.

Unobservable assumptions reflect the Company’s own assumptions about assumptions that a market participant would use in pricing the investment.

We have determined the fair value of fixed maturity securities valued using internal matrix pricing or discounted cash flow techniques is a critical audit matter due to the significant judgments made by management when determining the unobservable inputs.

This required complex auditor judgment and an increased extent of effort, including the use of fair value specialists and credit specialists, in performing audit procedures to evaluate the estimate of fair value of these securities.

*How the Critical Audit Matter Was Addressed in the Audit*

Our audit procedures related to the valuation of fixed maturity securities determined using internal matrix pricing or discounted cash flow techniques as a result of unobservable inputs included, among others, the following:

- We tested the effectiveness of controls over the determination of fair value.

- We tested the accuracy and completeness of relevant security attributes, such as maturity dates and coupon rates, used in the determination of fair values for the identified fixed maturity securities.

- With the involvement of our fair value specialists, we developed independent fair value estimates for a sample of securities and compared our estimates to the Company’s estimates and evaluated differences.

We developed our estimate by evaluating the observable and unobservable inputs used by management or developing independent inputs.

- With the involvement of our credit specialists, we developed an independent expectation of the credit rating for a sample of securities where an external rating was not available and compared our estimates to the Company’s estimates and evaluated differences, including the impact on the fair value of the security.

*Critical Audit Matter Description*

The Company’s products include long-term care insurance.

Liabilities for amounts payable under long-term care insurance are recorded in future policy benefits in the Company’s consolidated balance sheets.

Such liabilities are established based on actuarial assumptions.

Management applies considerable judgment in evaluating actual experience and other information to determine current best estimate assumptions.

Principal assumptions used in the valuation of future policy benefits for long-term care insurance include lapse, incidence, claim utilization, premium rate increases and mortality.

We have determined that future policy benefits for long-term care insurance is a critical audit matter because of the significant judgments made by management in setting assumptions used to estimate the future policy benefits liability.

This required subjective auditor judgment and an increased extent of effort, including the involvement of actuarial specialists, when performing audit procedures to evaluate the judgments made and the reasonableness of the principal assumptions used in the valuation.

Our audit procedures related to the assumptions used to determine the estimate of future policy benefits for long-term care insurance, included, among others, the following:

- We tested the effectiveness of controls over the assumptions used in the valuation of future policy benefits and the effectiveness of controls over the underlying data.

- With the involvement of our actuarial specialists, we:

◦evaluated the intended application of principal assumptions in the valuation model on a sample basis.

Based on that evaluation, the CEO and CFO concluded that the disclosure controls and procedures were effective as of December 31, [removed: 2024.][added: 2025.]

There were no changes to the Company’s internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

In the opinion of management, MetLife, Inc. maintained effective internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

[Table [removed: of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: of](#ibe877edb035045888651e88e33293472_10) [Contents](#ibe877edb035045888651e88e33293472_10)]

We have audited the internal control over financial reporting of MetLife, Inc. and subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control — Integrated Framework (2013)* issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, [removed: 2024,] [added: 2025,] of the Company and our report dated February [removed: 20, 2025,] [added: 19, 2026,] expressed an unqualified opinion on those financial statements.

February 19, 2026

[Table of](#ibe877edb035045888651e88e33293472_10) [Contents](#ibe877edb035045888651e88e33293472_10)

February 20, 2025

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of our Section 16 officers or directors (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any 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).

The information called for by this Item pertaining to Directors is incorporated herein by reference to the [removed: following sections] [added: section entitled “Corporate Governance”] in MetLife, Inc.’s definitive proxy statement for the Annual Meeting of Shareholders to be held on June [removed: 17, 2025,] [added: 16, 2026,] to be filed by MetLife, Inc. with the SEC pursuant to Regulation 14A within 120 days after the year ended December 31, [removed: 2024] [added: 2025] (the [removed: “2025] [added: “2026] Proxy [removed: Statement”):][added: Statement”).]

The Company has also adopted an insider trading policy governing the purchase, sale and [added: certain] other dispositions of its securities [added: and securities of other companies] by directors and all employees of the Company.

- “Corporate Governance — Proposal 1 — Election of Directors”; and

- “Security Ownership Information — Delinquent Section 16(a) Reports.”

The information called for by this Item is incorporated herein by reference to the [removed: following] sections [added: entitled “Corporate Governance” and “Executive Compensation”] in the [removed: 2025] [added: 2026] Proxy [removed: Statement:][added: Statement.]

- “Corporate Governance — Proposal 1 — Election of Directors — Information About the Board of Directors – Board Committees”;

- “Corporate Governance — Proposal 1 — Election of Directors — Compensation Committee Interlocks and Insider Participation”;

- “Corporate Governance — Proposal 1 — Election of Directors — Director Compensation in 2024”;

- “Executive Compensation — Proposal 3 — Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers”;

- “Executive Compensation — Pay Ratio”;

- “Appendix A — Compensation Discussion and Analysis Supplementary Information”; and

- “Appendix B — Non-GAAP and Other Financial Disclosures.”

[Table of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)

The information called for by this Item pertaining to ownership of shares of MetLife, Inc.’s common stock (“Shares”) is incorporated herein by reference [added: to the section entitled “Security Ownership Information”] in the [removed: 2025] [added: 2026] Proxy [removed: Statement to the following sections:][added: Statement.]

The following table provides information [removed: at December 31, 2024,] regarding MetLife, Inc.’s equity compensation plans:

Equity Compensation Plan Information at December 31, [removed: 2024][added: 2025:]

(1) Column (a) reflects the following items outstanding [removed: as of] [added: at] December 31, [removed: 2024:][added: 2025:]

| Restricted Stock Units [added: (ii)] | | | [removed: 1,811,591] [added: 2,142,966] | | |

| Performance Shares (assuming future payout at maximum performance factor) [added: (ii)] | | | [removed: 4,820,929] [added: 4,737,559] | | |

| Shares that will or may be issued | | | [removed: 10,570,392] [added: 10,457,532] | | |

[removed: -] [added: (i)] Stock Options [added: granted] under the MetLife, Inc. 2015 Stock and Incentive Compensation Plan (the “2015 Stock Plan”) [removed: and its predecessor plan, the MetLife, Inc. 2005 Stock and Incentive Compensation Plan (the “2005 Stock Plan”) were outstanding;][added: at December 31, 2025.]

[removed: -] [added: (ii)] Restricted Stock Units and Performance Shares [added: granted] under the [removed: 2015] [added: 2025] Stock Plan [removed: were outstanding;] and [added: the 2015 Stock Plan.]

[removed: - Deferred Shares related to awards under] [added: The MetLife plans include] the [added: 2025 Stock Plan,] 2015 Stock Plan, MetLife, Inc. 2015 Non-Management Director Stock Compensation Plan (the “2015 Director Stock Plan”), [added: MetLife, Inc.] 2005 Stock [added: and Incentive Compensation] Plan, MetLife, Inc. 2005 Non-Management Director Stock Compensation [removed: Plan (the “2005 Director Stock Plan”),] [added: Plan,] and earlier [removed: plans, were outstanding.][added: plans.]

[added: (iii)] Deferred Shares [removed: are related] [added: relate] to awards that have become payable in Shares under [removed: any] [added: a MetLife] plan, the issuance of which [removed: has] [added: have] been deferred.

The maximum performance factor for Performance Shares granted [removed: in] [added: under the 2025 Stock Plan and the] 2015 [removed: through 2024] [added: Stock Plan] was 175%.

The number of Performance Shares outstanding [removed: as of] [added: at] December 31, [removed: 2024] [added: 2025] at target (100%) performance factor was [removed: 2,754,817.][added: 869,302 and 1,837,875 under the 2025 Stock Plan and 2015 Stock Plan, respectively.]

For a general description of how the number of Shares [removed: paid out on account] [added: payable for awards] of Performance Shares and Restricted Stock Units is determined, and the vesting periods applicable to Performance Shares and Restricted Stock Units, see Note 19 of the Notes to the Consolidated Financial Statements.

[Table [removed: of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: of](#ibe877edb035045888651e88e33293472_10) [Contents](#ibe877edb035045888651e88e33293472_10)]

(2) Column (b) reflects the weighted average exercise price of all Stock Options under [removed: any plan] [added: the 2015 Stock Plan] that, [removed: as of] [added: at] December 31, [removed: 2024,] [added: 2025,] had been granted but not forfeited, expired, or exercised.

(3) Column (c) reflects the following items outstanding [removed: as of] [added: at] December 31, [removed: 2024:][added: 2025:]

| At January [removed: 15, 2015,] [added: 1, 2025,] the effective date of the [removed: 2015 Stock Plan and 2015 Director] [added: 2025] Stock Plan: | | | | | |

| Shares newly authorized for issuance under the [removed: 2015] [added: 2025] Stock Plan | | | [removed: 11,750,000] [added: 22,500,000] | | |

[removed: |] [added: Excludes] Shares authorized for issuance under the 2015 [removed: Director] Stock Plan [removed: (ii) | | | 1,642,208 | | |][added: and the 2015 Director Stock Plan.]

| Additional Shares recovered for issuance [removed: (iv)] in: | | | | | |

| Less: Shares covered by new awards and new imputed reinvested dividends on Deferred Shares [removed: (v)] in: | | | | | |

| Shares remaining available for future issuance under the [removed: 2015 Stock Plan and 2015 Director] [added: 2025] Stock Plan | | | [removed: 30,660,961] [added: 21,489,793] | | |

[removed: (iv)] [added: (iii)] Consists of Shares utilized under the [removed: 2005] [added: 2025] Stock Plan [removed: or] [added: and the] 2015 Stock Plan that were recovered during [removed: each of the indicated calendar years,] [added: 2025,] and therefore once again available for [removed: issuance,] [added: issuance under the 2025 Stock Plan,] due to: (i) termination of the award by expiration, forfeiture, cancellation, lapse, or otherwise without issuing Shares; (ii) settlement of the award in cash [removed: either] in lieu of [removed: Shares or otherwise;] [added: Shares;] (iii) exchange of the award for awards not involving Shares; (iv) payment of the exercise price of a Stock [removed: Option, or] [added: Option and] the tax withholding [removed: requirements] with respect to an [removed: award, satisfied] [added: award] by tendering Shares to MetLife, Inc. (by [removed: either] actual delivery or [removed: by] attestation); (v) satisfaction of tax withholding requirements with respect to an award [removed: satisfied] by MetLife, Inc. withholding Shares otherwise issuable; and (vi) the payout of Performance Shares at [removed: any] [added: a] performance factor less than the maximum performance factor.

[removed: (v)] [added: (iv)] Consists of Shares covered by awards granted under the [removed: 2015] [added: 2025] Stock Plan (including Performance Shares assuming future payout at maximum performance factor).

Shares covered by [removed: awards granted under the 2015 Director Stock Plan and Shares covered by] imputed reinvested dividends credited on Deferred Shares owed to directors, employees or agents, in each case during each of the indicated calendar years.

Each Share MetLife, Inc. issues in connection with [removed: awards granted] [added: any award] under the [removed: 2005 Stock Plan other than Stock Options or] [added: 2025] Stock [removed: Appreciation Rights (such as Shares payable on account of Performance Shares or Restricted] [added: Plan, the 2015] Stock [removed: Units under that plan, including] [added: Plan and the 2015 Director Plan (including] any Deferred Shares resulting from such [removed: awards)] [added: awards),] reduces the number of Shares remaining for issuance by [removed: 1.179 (“2005 Stock Plan Share Award Ratio”).][added: one (1.0).]

If [removed: MetLife, Inc. was to grant a Share-settled] [added: the price of any] Stock [removed: Appreciation Right] [added: Option granted] under the 2015 Stock [removed: Plan and] [added: plan or] the [added: tax withholding requirements with respect to any] award [removed: holder exercised it,] [added: granted under the 2025 Stock Plan or the 2015 Stock Plan is satisfied by tendering Shares to MetLife (by actual delivery or attestation), or if a Stock Appreciation Right is exercised,] only the number of Shares [removed: MetLife, Inc.] issued, net of the Shares tendered, if any, [removed: would] [added: will] be deemed delivered for purposes of determining the maximum number of Shares [removed: MetLife, Inc. may issue] [added: available for issuance] under [removed: the 2015 Stock Plan.][added: that plan.]

Under [removed: both] the [added: 2025 Stock Plan, the] 2015 Stock Plan and the 2015 Director Stock Plan, in the event of a corporate event or transaction (including, but not limited to, a change in the Shares or the capitalization of MetLife) such as a merger, consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of MetLife, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of MetLife, or any similar corporate event or transaction, the appropriate committee of the Board of Directors of MetLife, in order to prevent dilution or enlargement of participants’ rights under the applicable plan, shall substitute or adjust, as applicable, the number and kind of Shares that may be issued under that plan and shall adjust the number and kind of Shares subject to outstanding awards.

Any Shares related to awards under [removed: either plan] [added: the 2025 Stock Plan and the 2015 Stock Plan] which: (i) terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of Shares; (ii) are settled in cash either in lieu of Shares or otherwise; or (iii) are exchanged with the appropriate committee’s permission for awards not involving Shares, are available again for grant under the [removed: applicable plan.][added: 2025 Stock Plan.]

For a description of the kinds of awards that have been or may be made under the [removed: 2015 Stock Plan and 2015 Director] [added: 2025] Stock Plan and awards that remained outstanding under the [removed: 2005] [added: 2015] Stock Plan, see Note 19 of the Notes to the Consolidated Financial Statements.

| Equity compensation plans approved by security holders | | | | | | 10,457,532 | | | | | | $ | 56.85 | | | | | 21,489,793 | | |

| Total | | | | | | 10,457,532 | | | | | | $ | 56.85 | | | | | 21,489,793 | | |

| Stock Options (i) | | | 2,682,613 | | |

| Deferred Shares (iii) | | | 894,394 | | |

______________

No Stock Options were granted under the MetLife, Inc. 2025 Stock and Incentive Compensation Plan (the “2025 Stock Plan”) since the Company ceased granting Stock Options for periods after 2024.

No Stock Options were granted under the 2025 Stock Plan.

[Table of](#ibe877edb035045888651e88e33293472_10) [Contents](#ibe877edb035045888651e88e33293472_10)

| Less: Shares from March 28, 2024 - December 31, 2024 (i) | | | 132,311 | | |

| | | | | | |

| | | | | | |

| Total Shares authorized for issuance at January 1, 2025 (ii) | | | 22,367,689 | | |

| | | | | | |

| 2025 (iii) | | | 1,940,183 | | |

| | | | | | |

| 2025 (iv) | | | 2,818,079 | | |

| | | | | | |

______________

(i) The number of Shares authorized and reserved for issuance under the 2025 Stock Plan was reduced by one Share for every Share subject to an award granted under the 2015 Stock Plan or the 2015 Director Stock Plan between March 28, 2024 and December 31, 2024.

(ii) The number of Shares authorized and reserved for issuance under the 2025 Stock Plan.

Shares payable pursuant to awards granted under the 2015 Stock Plan that are outstanding at December 31, 2024 and Shares payable pursuant to vested awards under the 2015 Stock Plan and the 2015 Director Stock Plan that remained deferred at December 31, 2024 will reduce the number of Shares reserved under the 2015 Stock Plan and 2015 Director Stock Plan as applicable.

Shares reserved under the 2015 Stock Plan and the 2015 Director Stock Plan that were not covered by awards as of December 31, 2024 will not be available for future issuance under any equity compensation plan of the Company.

[Table of](#ibe877edb035045888651e88e33293472_10) [Contents](#ibe877edb035045888651e88e33293472_10)

- “Security Ownership Information — Security Ownership of Directors and Executive Officers”; and

- “Security Ownership Information — Security Ownership of Certain Beneficial Owners.”

| Equity compensation plans approved by security holders | | | | | | 10,570,392 | | | | | | $ | 55.79 | | | | | 30,660,961 | | |

| Total | | | | | | 10,570,392 | | | | | | $ | 55.79 | | | | | 30,660,961 | | |

______________

| Stock Options | | | 2,994,371 | | |

| Deferred Shares | | | 943,501 | | |

As of December 31, 2024:

| Shares remaining authorized for issuance under the 2005 Stock Plan or other plans that were not covered by awards (i) | | | 18,023,959 | | |

| Net shares added to the 2015 Stock Plan and 2015 Director Stock Plan authorizations in light of the Separation (iii) | | | 3,979,727 | | |

| Total Shares authorized for issuance at January 1, 2015 and net shares added in light of the Separation | | | 35,395,894 | | |

| 2015 - 2023 | | | 35,770,685 | | |

| 2024 | | | 1,837,528 | | |

| Total Shares recovered for issuance since January 1, 2015 | | | 37,608,213 | | |

| 2015 - 2023 | | | 39,119,562 | | |

| 2024 | | | 3,223,584 | | |

| Total Shares covered by new awards and new imputed reinvested dividends on Deferred Shares since January 1, 2015 | | | 42,343,146 | | |

(i) Consists of Shares that were not covered by awards, including Shares previously covered by awards but recovered due to forfeiture of awards or other reasons and once again available for issuance.

(ii) Consists of Shares remaining authorized for issuance under the predecessor plan, the 2005 Director Stock Plan, that were not covered by awards, including Shares previously covered by awards but recovered due to forfeiture of awards or other reasons and once again available.

(iii) In 2017, MetLife, Inc. completed the separation of Brighthouse through a distribution of shares of Brighthouse Financial, Inc. common stock to the MetLife, Inc. common shareholders (the “Separation”).

In light of the Separation, and in order to maintain the Share authorizations under each plan at the levels that shareholders had approved, MetLife, Inc. increased the number of Shares authorized for issuance under the 2015 Stock Plan and 2015 Director Stock Plan as of August 4, 2017, excluding those Shares from the authorizations that had already been issued, by the Adjustment Ratio.

MetLife, Inc. also increased the number of Shares covered by outstanding Stock Options, Performance Shares, Restricted Stock Units, and Deferred Shares on that date by the Adjustment Ratio, in order to maintain the intrinsic value of those awards and Deferred Shares, which decreased the number of Shares available for issuance under both plans.

The amount in this row is the net increase in the Share authorization under both the 2015 Stock Plan and 2015 Director Stock Plan as a result of these adjustments.

For a description of the adjustment to Stock Options, Performance Shares, Restricted Stock Units, and Deferred Shares, see Note 19 of the Notes to the Consolidated Financial Statements.

Each Share MetLife, Inc. issues in connection with a Stock Option or Stock Appreciation Right granted under the 2005 Stock Plan, or in connection with any award under any other plan for employees and agents (including any Deferred Shares resulting from such awards), reduces the number of Shares remaining for issuance by 1.0.

(“Standard Award Ratio”).

Shares related to awards that are recovered, and therefore authorized for issuance under the 2015 Stock Plan, are recovered with consideration of the 2005 Stock Plan Share Award Ratio and Standard Award Ratio, as applicable.

Each Share MetLife, Inc. issues under the 2005 Director Stock Plan or 2015 Director Stock Plan (including any Deferred Shares resulting from such awards) reduces the number of Shares remaining for issuance under that plan by one.

Shares related to awards that are recovered, and therefore authorized for issuance under the 2015 Director Stock Plan are recovered with consideration of this ratio.

Any Shares covered by awards under the 2015 Director Stock Plan that were to be recovered due to (i) termination of the award by expiration, forfeiture, cancellation, lapse, or otherwise without issuing Shares; (ii) settlement of the award in cash either in lieu of Shares or otherwise; (iii) exchange of the award for awards not involving Shares; and (iv) payment of the exercise price of a Stock Option, or the tax withholding requirements with respect to an award, satisfied by tendering Shares to MetLife, Inc. (by either actual delivery or by attestation) would be available to be issued under the 2015 Director Stock Plan.

In addition, if MetLife, Inc. was to grant a Share-settled Stock Appreciation Right under the 2015 Director Stock Plan, only the number of Shares issued, net of the Shares tendered, if any, would be deemed delivered for purposes of determining the maximum number of Shares available for issuance under the 2015 Director Stock Plan.

If the option price of any Stock Option granted under either plan or the tax withholding requirements with respect to any award granted under either plan is satisfied by tendering Shares to MetLife (by either actual delivery or by attestation), or if a Stock Appreciation Right is exercised, only the number of Shares issued, net of the Shares tendered, if any, will be deemed delivered for purposes of determining the maximum number of Shares available for issuance under that plan.

The maximum number of Shares available for issuance under either plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional Shares or credited as additional Restricted Stock or Restricted Stock Units.

The information called for by this Item is incorporated herein by reference to the [removed: following sections] [added: section entitled “Corporate Governance”] in the [removed: 2025] [added: 2026] Proxy [removed: Statement:][added: Statement.]

- “Corporate Governance — Proposal 1 — Election of Directors — Information About the Board of Directors — Procedures for Reviewing Related Person Transactions”;

- “Corporate Governance — Proposal 1 — Election of Directors — Information About the Board of Directors — Related Person Transactions”; and

- “Corporate Governance — Proposal 1 — Election of Directors — Information About the Board of Directors — Board Composition — Independent Oversight of Management.”

The information called for by this Item is incorporated herein by reference to the section entitled “Audit [removed: Matters — Proposal 2 — Ratification of Appointment of the Independent Auditor”] [added: Matters”] in the [removed: 2025] [added: 2026] Proxy Statement.

[Table [removed: of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: of](#ibe877edb035045888651e88e33293472_10) [Contents](#ibe877edb035045888651e88e33293472_10)]

The financial statements are listed in the Index to Consolidated Financial Statements, Notes and Schedules on page [removed: 119.][added: 130.]

The financial statement schedules are listed in the Index to Consolidated Financial Statements, Notes and Schedules on page [removed: 119.][added: 130.]

The exhibits are listed in the Exhibit Index which begins on page [removed: 317.][added: 329.]

[Table [removed: of Contents](#iad6cddcdac404a0d8692c87538f900eb_10)][added: of](#ibe877edb035045888651e88e33293472_10) [Contents](#ibe877edb035045888651e88e33293472_10)]

| [removed: ABO] [added: AD&D] | | | [removed: Accumulated Benefit Obligations] [added: Accidental Death and Dismemberment] | | | | | | Cybersecurity Model Law | | | NAIC’s Insurance Data Security Model Law | | |

| ABS & CLO | | | Asset-Backed Securities and Collateralized Loan Obligations | | | | | | [removed: DAC] [added: C-ROSS] | | | [removed: Deferred Policy Acquisition Costs] [added: China Risk Oriented Solvency System] | | |

| [removed: ACL] [added: AI] | | | [removed: Allowance For Credit Loss] [added: Artificial Intelligence] | | | | | | Deferred Shares | | | Awards that have become payable in shares but the issuance of which has been deferred | | |

| [removed: AFS] [added: Alt-A] | | | [removed: Available-For-Sale] [added: Alternative Residential Mortgage Loans] | | | | | | Dodd-Frank | | | Dodd-Frank Wall Street Reform and Consumer Protection Act | | |

| ALM | | | Asset/Liability Management | | | | | | [removed: DPL] [added: Delaware Commissioner] | | | [removed: Deferred Profit Liability] [added: Delaware Commissioner of Insurance] | | |

| [removed: AOCI] [added: ASU] | | | [removed: Accumulated Other Comprehensive Income] [added: Accounting Standards Update] | | | | | | EMEA | | | Europe, the Middle East [removed: And] [added: and] Africa | | |

| Authorized Control Level RBC | | | Authorized Control Level RBC, calculated in the manner prescribed by the NAIC | | | | | | [removed: ESG] [added: ERISA] | | | [removed: Environmental, Social and Governance] [added: Employee Retirement Income Security Act of 1974] | | |

| Brighthouse | | | Brighthouse Financial, Inc. and its Subsidiaries | | | | | | [removed: EU] [added: ERM] | | | [removed: European Union] [added: Enterprise Risk Management] | | |

| CBIRC | | | The China Banking and Insurance Regulatory Commission | | | | | | EU [removed: AI Act] | | | European [removed: Union’s Artificial Intelligence Act] [added: Union] | | |

| CCPA | | | California Consumer Privacy Act | | | | | | [removed: Exchange] [added: EU AI] Act | | | [removed: Securities Exchange] [added: European Union’s Artificial Intelligence] Act [removed: of 1934] | | |

| [removed: CEO] [added: CFEs] | | | [removed: Chief Executive Officer] [added: Collateralized financing entities] | | | | | | Farmer Mac | | | Federal Agricultural Mortgage Corporation | | |

| CFTC | | | Commodity Futures Trading Commission | | | | | | [removed: FDIC] [added: Federal Reserve] | | | Federal [removed: Deposit Insurance Corporation] [added: Reserve Board & Federal Reserve Bank of New York] | | |

| Chariot Re | | | Chariot Reinsurance, Ltd. | | | | | | [removed: Federal Reserve] [added: FHLBNY] | | | Federal [removed: Reserve Board & Federal Reserve] [added: Home Loan] Bank of New York | | |

| [removed: CISO] [added: Chariot] | | | [removed: Chief Information Security Officer] [added: Chariot Holding Company, LP] | | | | | | Federal Reserve Board | | | Board of Governors of the Federal Reserve System | | |

| Committed Facilities | | | Credit Facility, as well as certain committed facilities | | | | | | [removed: Fitch] [added: FSA] | | | [removed: Fitch Ratings Inc.] [added: Financial Services Agency] | | |

| Company Action Level RBC | | | Minimum level of TAC before corrective action commences is twice authorized control level RBC | | | | | | [removed: FPB] [added: FSB] | | | [removed: Future Policy Benefits] [added: Financial Stability Board] | | |

| GAAP | | | Accounting principles generally accepted in the United States of America | | | | | | [removed: MoRe] [added: NAIC] | | | [removed: Missouri Reinsurance, Inc.] [added: National Association of Insurance Commissioners] | | |

| [removed: GCC] [added: MrB] | | | [removed: Group Capital Calculation] [added: MetLife Reinsurance Company of Bermuda, Ltd.] | | | | | | [removed: MrB] [added: ROU] | | | [removed: MetLife Reinsurance Company of Bermuda, Ltd.] [added: Right-of-Use] | | |

| [removed: Global Atlantic] [added: FVO] | | | [removed: Global Atlantic Financial Group] [added: Fair Value Option] | | | | | | MTL | | | Metropolitan Tower Life Insurance Company | | |

| [removed: IAIGs] [added: GMABs] | | | [removed: Internationally Active Insurance Groups] [added: Guaranteed Minimum Accumulation Benefits] | | | | | | Non-Bank SIFI | | | Non-Bank Systemically Important Financial Institution | | |

| [removed: IMR] [added: GMWBs] | | | [removed: Interest Maintenance Reserve] [added: Guaranteed Minimum Withdrawal Benefits] | | | | | | NYDFS | | | New York State Department of Financial Services | | |

| Invested Plans | | | Assets of the qualified pension plans and postretirement medical plans | | | | | | [removed: OCI] [added: PBO] | | | [removed: Other Comprehensive Income (Loss)] [added: Projected Benefit Obligation] | | |

| LDTI Transition Date | | | January 1, 2021 | | | | | | [removed: OTC] [added: PineBridge] | | | [removed: Over-the-Counter] [added: PineBridge Investments] | | |

| [removed: LTV] [added: IBNR] | | | [removed: Loan-To-Value] [added: Incurred But Not Reported] | | | | | | OTC-cleared | | | OTC derivatives are cleared and settled through central clearing counterparties | | |