MetLife 10-Q 2025-09-30

Filed 2025-11-07. 8 sections, 847K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☑QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission file number: 001-15787

_____________________________________

MetLife, Inc.

(Exact name of registrant as specified in its charter)

Delaware13-4075851
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
200 Park Avenue,New York,NY10166-0188
(Address of principal executive offices)(Zip Code)

(212) 578-9500

**(**Registrant’s telephone number, including area code)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01METNew York Stock Exchange
Floating Rate Non-Cumulative Preferred Stock, Series A, par value $0.01MET PRANew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series EMET PRENew York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.75% Non-Cumulative Preferred Stock, Series FMET PRFNew York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☑Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

At October 31, 2025, 658,891,656 shares of the registrant’s common stock were outstanding.

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Page
Part I — Financial Information
Item 1.Financial Statements (Unaudited) (at September 30, 2025 and December 31, 2024 and for the Three Months and Nine Months Ended September 30, 2025 and 2024)
Interim Condensed Consolidated Balance Sheets4
Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)5
Interim Condensed Consolidated Statements of Equity6
Interim Condensed Consolidated Statements of Cash Flows7
Notes to the Interim Condensed Consolidated Financial Statements:
Note 1 — Business, Basis of Presentation and Summary of Significant Accounting Policies8
Note 2 — Segment Information10
Note 3 — Acquisition16
Note 4 — Future Policy Benefits16
Note 5 — Policyholder Account Balances26
Note 6 — Market Risk Benefits35
Note 7 — Separate Accounts39
Note 8 — Deferred Policy Acquisition Costs, Value of Business Acquired and Unearned Revenue43
Note 9 — Reinsurance44
Note 10 — Closed Block44
Note 11 — Investments47
Note 12 — Derivatives63
Note 13 — Fair Value75
Note 14 — Long-term Debt90
Note 15 — Subordinated Debt Securities91
Note 16 — Equity92
Note 17 — Other Revenues and Other Expenses97
Note 18 — Employee Benefit Plans98
Note 19 — Income Tax98
Note 20 — Earnings Per Common Share99
Note 21 — Contingencies, Commitments and Guarantees99
Note 22 — Subsequent Events102
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations103
Item 3.Quantitative and Qualitative Disclosures About Market Risk159
Item 4.Controls and Procedures160
Part II — Other Information
Item 1.Legal Proceedings161
Item 1A.Risk Factors161
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds161
Item 5.Other Information162
Item 6.Exhibits163
Glossary165
Signatures168

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As used in this Form 10‑Q, “MetLife,” the “Company,” “we,” “our” and “us” refer to MetLife, Inc., a Delaware corporation incorporated in 1999, its subsidiaries and affiliates.

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10‑Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give expectations or forecasts of future events and do not relate strictly to historical or current facts. They use words and terms such as “anticipate,” “are confident,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “if,” “intend,” “likely,” “may,” “plan,” “potential,” “project,” “should,” “target,” “will,” “would” and other words and terms of similar meaning or that are otherwise tied to future periods or future performance, in each case in all derivative forms. They include statements relating to strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. By their nature, forward-looking statements: speak only as of the date they are made; are not statements of historical fact or guarantees of future performance; and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

Many factors determine Company results, and they involve unpredictable risks and uncertainties. Our forward-looking statements depend on our assumptions, our expectations, and our understanding of the economic environment, but they may be inaccurate and may change. We do not guarantee any future performance. Our results could differ materially from those we express or imply in forward-looking statements. The risks, uncertainties and other factors identified in MetLife, Inc.’s filings with the U.S. Securities and Exchange Commission, and others, may cause such differences. These factors include:

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

(2) global capital and credit market adversity;

(3) credit facility inaccessibility;

(4) financial strength or credit ratings downgrades;

(5) unavailability, unaffordability, or inadequate reinsurance, including reinsurance risks that arise from reinsurers’ credit risk, and the potential shortfall or failure of risk mitigants to protect against such risks;

(6) statutory life insurance reserve financing costs or limited market capacity;

(7) legal, regulatory, and supervisory and enforcement policy changes;

(8) changes in tax rates, tax laws or interpretations;

(9) litigation and regulatory investigations;

(10) unsuccessful efforts to meet all environmental, social, and governance standards or to enhance our sustainability;

(11) MetLife, Inc.’s inability to pay dividends and repurchase common stock;

(12) MetLife, Inc.’s subsidiaries’ inability to pay dividends to MetLife, Inc.;

(13) investment defaults, downgrades, or volatility;

(14) investment sales or lending difficulties;

(15) collateral or derivative-related payments;

(16) investment valuations, allowances, or impairments changes;

(17) claims or other results that differ from our estimates, assumptions, or models;

(18) global political, legal, or operational risks;

(19) business competition;

(20) technological changes;

(21) catastrophes;

(22) climate changes or responses to it;

(23) deficiencies in our closed block;

(24) goodwill or other asset impairment, or deferred income tax asset allowance;

(25) impairment of value of business acquired, value of distribution agreements acquired or value of customer relationships acquired;

(26) product guarantee volatility, costs, and counterparty risks;

(27) risk management failures;

(28) insufficient protection from operational risks;

(29) failure to protect confidentiality, integrity or availability of systems or data or other cybersecurity or disaster recovery failures;

(30) accounting standards changes;

(31) excessive risk-taking;

(32) marketing and distribution difficulties;

(33) pension and other postretirement benefit assumption changes;

(34) inability to protect our intellectual property or avoid infringement claims;

(35) acquisition, integration, growth, disposition, or reorganization difficulties;

(36) Brighthouse Financial, Inc. separation risks;

(37) MetLife, Inc.’s Board of Directors influence over the outcome of stockholder votes through the voting provisions of the MetLife Policyholder Trust; and

(38) legal- and corporate governance-related effects on business combinations.

MetLife, Inc. does not undertake any obligation to publicly correct or update any forward-looking statement if MetLife, Inc. later becomes aware that such statement is not likely to be achieved. Please consult any further disclosures MetLife, Inc. makes on related subjects in subsequent reports to the U.S. Securities and Exchange Commission.

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Corporate Information

We encourage investors and others to frequently visit our website (www.metlife.com), including our Investor Relations web pages (https://investor.metlife.com). We announce significant financial and other information to our investors and the public on the Investor Relations web pages, as well as in U.S. Securities and Exchange Commission filings, news releases, public conference calls and webcasts, fact sheets and other documents and media. The information found on our website, including MetLife’s Sustainability Report, is not incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we submit to the U.S. Securities and Exchange Commission, and any references to our website are intended to be inactive textual references only.

Note Regarding Reliance on Statements in Our Contracts

See “Exhibits — Note Regarding Reliance on Statements in Our Contracts” for information regarding agreements included as exhibits to this Quarterly Report on Form 10-Q.

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Part I — Financial Information

Item 1. Financial Statements

MetLife, Inc.

Interim Condensed Consolidated Balance Sheets

September 30, 2025 and December 31, 2024 (Unaudited)

(In millions, except share and per share data)

September 30, 2025December 31, 2024
Assets
Investments:
Fixed maturity securities available-for-sale, at estimated fair value (net of allowance for credit loss of $248 and $160, respectively); and amortized cost: $324,833 and $307,421, respectively$304,645$281,043
Equity securities, at estimated fair value788712
Contractholder-directed equity securities and fair value option securities, at estimated fair value12,27010,672
Mortgage loans (net of allowance for credit loss of $1,261 and $800, respectively)85,84389,012
Policy loans8,5898,545
Real estate and real estate joint ventures (includes $382 and $378, respectively, under the fair value option; $208 and $65, respectively, of real estate held-for-sale; $296 and $183, respectively, relating to variable interest entities)13,93213,342
Other limited partnership interests14,74114,378
Short-term investments, principally at estimated fair value5,9625,156
Other invested assets (includes $1,622 and $1,851, respectively, of leveraged and direct financing leases; $517 and $424, respectively, relating to variable interest entities)16,93218,504
Total investments463,702441,364
Cash and cash equivalents, principally at estimated fair value20,23320,068
Accrued investment income3,7913,489
Premiums, reinsurance and other receivables (includes $0 and $47, respectively, relating to variable interest entities)40,32929,761
Market risk benefits, at estimated fair value392372
Deferred policy acquisition costs and value of business acquired21,17519,627
Current income tax recoverable374295
Deferred income tax asset2,7192,994
Goodwill9,0958,901
Other assets11,57211,082
Separate account assets146,344139,504
Total assets$719,726$677,457
Liabilities and Equity
Liabilities
Future policy benefits$199,169$193,646
Policyholder account balances235,312221,445
Market risk benefits, at estimated fair value2,5852,581
Other policy-related balances20,36118,899
Policyholder dividends payable369385
Payables for collateral under securities loaned and other transactions17,13917,128
Short-term debt (includes $107 and $133, respectively, relating to variable interest entities)378465
Long-term debt (includes $45 and $0, respectively, relating to variable interest entities)15,30015,086
Collateral financing arrangement398476
Subordinated debt securities4,1543,164
Deferred income tax liability574132
Other liabilities (includes $54 and $0, respectively, relating to variable interest entities)48,45236,843
Separate account liabilities146,344139,504
Total liabilities690,535649,754
Contingencies, Commitments and Guarantees (Note 21)
Equity
MetLife, Inc.’s stockholders’ equity:
Preferred stock, par value $0.01 per share; $2,905 and $3,905, respectively, aggregate liquidation preference——
Common stock, par value $0.01 per share; 3,000,000,000 shares authorized; 1,195,534,313 and 1,194,168,628 shares issued, respectively; 660,724,727 and 689,211,065 shares outstanding, respectively1212
Additional paid-in capital32,85533,791
Retained earnings43,88742,626
Treasury stock, at cost; 534,809,586 and 504,957,563 shares, respectively(30,244)(27,798)
Accumulated other comprehensive income (loss)(17,566)(21,186)
Total MetLife, Inc.’s stockholders’ equity28,94427,445
Noncontrolling interests247258
Total equity29,19127,703
Total liabilities and equity$719,726$677,457

See accompanying notes to the interim condensed consolidated financial statements.

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MetLife, Inc.

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Three Months and Nine Months Ended September 30, 2025 and 2024 (Unaudited)

(In millions, except per share data)

Three Months Ended September 30,Nine Months Ended September 30,
2025202420252024
Revenues
Premiums$10,555$10,647$33,088$32,328
Universal life and investment-type product policy fees1,2471,2283,7353,757
Net investment income6,0895,22716,63515,868
Other revenues7246482,0901,960
Net investment gains (losses)(325)(77)(985)(873)
Net derivative gains (losses)(929)767(1,293)(720)
Total revenues17,36118,44053,27052,320
**Expens

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Index to Management’s Discussion and Analysis of Financial Condition and Results of Operations

Page
Forward-Looking Statements and Other Financial Information104
Industry Trends104
Summary of Critical Accounting Estimates106
Acquisitions and Dispositions107
Business Overview & Strategy107
Results of Operations108
Investments132
Derivatives148
Liquidity and Capital Resources149
Adopted Accounting Pronouncements156
Future Adoption of Accounting Pronouncements156
Non-GAAP and Other Financial Disclosures156
Risk Management158
Subsequent Events158

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Forward-Looking Statements and Other Financial Information

For purposes of this discussion, “MetLife,” the “Company,” “we,” “our” and “us” refer to MetLife, Inc., a Delaware corporation incorporated in 1999, its subsidiaries and affiliates. This discussion should be read in conjunction with MetLife, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), the cautionary language regarding forward-looking statements included below, the “Risk Factors” set forth in Part II, Item 1A, and the additional risk factors referred to therein, “Quantitative and Qualitative Disclosures About Market Risk” and the Company’s interim condensed consolidated financial statements included elsewhere herein.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations may contain or incorporate by reference information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. See “Note Regarding Forward-Looking Statements” for cautionary language regarding forward-looking statements.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes references to our performance measures, adjusted earnings and adjusted earnings available to common shareholders, that are not based on accounting principles generally accepted in the United States of America (“GAAP”). See “— Non-GAAP and Other Financial Disclosures” for definitions and a discussion of these and other financial measures, and “— Results of Operations” and “— Investments” for reconciliations of historical non-GAAP financial measures to the most directly comparable GAAP measures.

Industry Trends

We continue to be impacted by the changing global financial and economic environment that has been affecting the industry.

Financial and Economic Environment

Our business and results of operations are materially affected by conditions in the global financial markets and the economy generally due to our market presence in numerous countries, our large investment portfolio and the sensitivity of our insurance liabilities and derivatives to changing market factors.

Governments and central banks around the world use fiscal and monetary policies to address uncertain economic conditions. In the United States (“U.S.”), citing growing concerns over the labor market, the Federal Open Market Committee recently cut interest rates. Future policy adjustments could be affected by the U.S. government shutdown. Other central banks have recently held rates steady but are signaling caution as they assess the implications of changing global trade policies on growth and inflation. We are closely monitoring these and other political and economic conditions that might contribute to global market volatility and impact our business operations, investment portfolio and derivatives, such as global inflation, supply chain disruptions, acts of war, banking sector volatility and employment and work policies of the federal government. We are also monitoring the imposition of tariffs, sanctions or other barriers to international trade, changes to international trade agreements, and their potential impacts on our business, results of operations and financial condition. See “— Investments — Current Environment,” as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Industry Trends — Impact of Market Interest Rates — Effects of Inflation” in the 2024 Annual Report.

Impact of Market Interest Rates

Market interest rates are a key driver of our results. Increases and decreases in such rates, as well as extended periods of stagnation, may impact our business and investments in various ways. For a discussion of the potential impact of low and rising interest rates, and inflation, as well as management actions taken in response to the changing U.S. interest rate environment, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Industry Trends — Impact of Market Interest Rates” and “Risk Factors — Economic Environment and Capital Markets Risks” included in the 2024 Annual Report.

Competitive Pressures

See “Business — Competition” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Industry Trends — Competitive Pressures” in the 2024 Annual Report for information on our competitive position.

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Regulatory Developments

The following discussion on regulatory developments should be read in conjunction with “Business — Regulation” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Industry Trends — Regulatory Developments” included in the 2024 Annual Report, as amended or supplemented.

State Insurance Regulation

In 2023, the National Association of Insurance Commissioners (“NAIC”) adopted an interim solution with regard to the treatment of an insurer’s negative interest maintenance reserve (“IMR”) balance, which may occur in a rising interest rate environment and can impact how accurately the insurer’s surplus and financial strength are captured in its statutory financial statements due to lower surplus and risk-based capital (“RBC”) ratios. In August 2025, the NAIC extended its interim statutory accounting guidance to be effective until December 31, 2026, which permits an insurer with a company action level RBC ratio greater than 150% (or an authorized control level RBC ratio greater than 300%) to admit negative IMR for an amount up to 10% of its general account capital and surplus, subject to certain restrictions and reporting obligations. These interim changes had an immaterial impact on our RBC. T

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We regularly analyze our exposure to interest rate, equity market price and foreign currency exchange rate risks. As a result of that analysis, we have determined that the estimated fair values of certain assets and liabilities are materially exposed to changes in interest rates, foreign currency exchange rates and changes in the equity markets. We have exposure to such market risks through our insurance operations and investment activities. We use a variety of strategies to manage these risks, including the use of derivatives. A description of our market risk exposures may be found under “Quantitative and Qualitative Disclosures About Market Risk” included in the 2024 Annual Report. There have been no material changes to our market risk exposures from those previously disclosed in the 2024 Annual Report.

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Item 4. Controls and Procedures

Management, with the participation of the CEO and CFO, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this report. Based on that evaluation, the CEO and CFO have concluded that these disclosure controls and procedures are effective.

There were no material changes to the Company’s internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II — Other Information

Item 1. Legal Proceedings

See Note 21 of the Notes to the Interim Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

Certain factors that may affect the Company’s business or operations are described under “Risk Factors” in Part I, Item 1A, of the 2024 Annual Report. There have been no material changes to our risk factors from the risk factors previously disclosed in the 2024 Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Purchases of MetLife, Inc. common stock made by or on behalf of MetLife, Inc. or its affiliates during the quarter ended September 30, 2025 are set forth below:

PeriodTotal Number of Shares Purchased (1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)
July 1 — July 31, 20251,824,638$78.371,824,638$2,860,966,829
August 1 — August 31, 20252,452,867$78.682,452,867$2,667,967,523
September 1 — September 30, 20252,058,972$80.382,058,972$2,502,468,107
Total6,336,4776,336,477

(1)During the periods presented, separate account index funds did not purchase any MetLife, Inc. common stock on the open market in non-discretionary transactions.

(2)In April 2025, MetLife, Inc. announced that its Board of Directors authorized an additional $3.0 billion of common stock repurchases. At September 30, 2025, MetLife, Inc. had $2.5 billion of common stock repurchases remaining under its authorization. Neither the authorization remaining, nor the amount repurchased, reflect the applicable excise tax payable in connection with such repurchases. For more information on our common stock authorizations and common stock repurchases, including the excise tax payable in connection therewith, see Note 16 of the Notes to the Interim Condensed Consolidated Financial Statements. See also “Risk Factors — Capital Risks — We May Not be Able to Pay Dividends or Repurchase Our Stock Due to Legal and Regulatory Restrictions or Cash Buffer Needs” included in the 2024 Annual Report.

Purchases of MetLife, Inc. preferred stock made by or on behalf of MetLife, Inc. or its affiliates during the quarter ended September 30, 2025 are set forth below:

PeriodTotal Number of Shares Purchased (1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 — July 31, 2025—$——$—
August 1 — August 31, 2025—$——$—
September 1 — September 30, 20251,000,000$1,000.001,000,000$—
Total1,000,0001,000,000

(1)In September 2025, MetLife, Inc. delivered a notice of redemption to the holders of its 3.850% Fixed Rate Reset Non-Cumulative Preferred Stock, Series G, liquidation preference of $1,000 per share (“Series G preferred stock”), pursuant to which it would redeem 1,000,000 shares of Series G preferred stock at a redemption price of $1,000 per share. All outstanding shares of Series G preferred stock were redeemed on the dividend payment date of September 15, 2025 for an aggregate redemption price of $1.0 billion in cash. See Note 16 of the Notes to the Interim Condensed Consolidated Financial Statements.

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Item 5. Other Information

Securities trading plans

During the three months ended September 30, 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).

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Item 6. Exhibits

(Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits to this Quarterly Report on Form 10-Q, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about MetLife, Inc., its subsidiaries or affiliates, or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and (i) should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; (iii) may apply standards of materiality in a way that is different from what may be viewed as material to investors; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about MetLife, Inc., its subsidiaries and affiliates may be found elsewhere in this Quarterly Report on Form 10-Q and MetLife, Inc.’s other public filings, which are available without charge through the U.S. Securities and Exchange Commission website at www.sec.gov.)

Incorporated by Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or Furnished Herewith
3.1.1Amended and Restated Certificate of Incorporation of MetLife, Inc.10-K001-157873.1March 1, 2017
3.1.2Certificate of Retirement of Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock of MetLife, Inc., filed with the Secretary of State of Delaware on November 5, 2013.10-Q001-157873.6November 7, 2013
3.1.3Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated April 29, 2015.8-K001-157873.1April 30, 2015
3.1.4Certificate of Elimination of 6.500% Non-Cumulative Preferred Stock, Series B, of MetLife, Inc., filed with the Secretary of State of Delaware on November 3, 2015.10-Q001-157873.7November 5, 2015
3.1.5Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated April 29, 2011.10-K001-157873.4March 1, 2017
3.1.6Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of MetLife, Inc., filed with the Secretary of State of Delaware on April 7, 2000.10-K001-157873.2March 1, 2017
3.1.7Certificate of Designations of Floating Rate Non-Cumulative Preferred Stock, Series A, of MetLife, Inc., filed with the Secretary of State of Delaware on June 10, 2005.10-K001-157873.3March 1, 2017
3.1.8Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated October 23, 2017.8-K001-157873.1October 24, 2017
3.1.9Certificate of Designations of 5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D, of MetLife, Inc., filed with the Secretary of State of Delaware on March 21, 2018.8-K001-157873.1March 22, 2018
3.1.10Certificate of Designations of 5.625% Non-Cumulative Preferred Stock, Series E, of MetLife, Inc., filed with the Secretary of the State of Delaware on May 31, 2018.8-K001-157873.1June 4, 2018
3.1.11Certificate of Designations of 4.75% Non-Cumulative Preferred Stock, Series F, of MetLife, Inc., filed with the Secretary of the State of Delaware on January 8, 2020.8-K001-157873.1January 9, 2020
3.1.12Certificate of Elimination of 5.250% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C, of MetLife, Inc., filed with the Secretary of State of Delaware on June 29, 2021.8-K001-157873.1June 29, 2021
3.1.13Certificate of Elimination of 3.850% Fixed Rate Reset Non-Cumulative Preferred Stock, Series G, of MetLife, Inc., filed with the Secretary of State of Delaware, on October 14, 2025.8-K001-157873.1October 14, 2025

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31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
101.SCHInline XBRL Taxonomy Extension Schema Document.X
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.X
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.X
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.X
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document.X
104Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).X

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Glossary

Throughout this Form 10-Q, the Company may use certain abbreviations, acronyms and terms which are further detailed below.

A.M. BestA.M. Best Company, Inc.CSRDCorporate Sustainability Reporting Directive
ABOAccumulated Benefit ObligationsCybersecurity Model LawNAIC’s Insurance Data Security Model Law
ABS & CLOAsset-Backed Securities and Collateralized Loan ObligationsDACDeferred Policy Acquisition Costs
ACLAllowance For Credit LossDeferred SharesAwards that have become payable in shares but the issuance of which has been deferred
AD&DAccidental Death and DismembermentDelaware CommissionerDelaware Commissioner of Insurance
AFSAvailable-For-SaleDodd-FrankDodd-Frank Wall Street Reform and Consumer Protection Act
AIArtificial IntelligenceDOLU.S. Department of Labor
ALMAsset/Liability ManagementDPLDeferred Profit Liability
Alt-AAlternative Residential Mortgage LoansDSCRDebt Service Coverage Ratios
American LifeAmerican Life Insurance CompanyEEAEuropean Economic Area
AOCIAccumulated Other Comprehensive Income (Loss)EMEAEurope, the Middle East And Africa
APBOAccumulated Postretirement Benefit ObligationERCEnterprise Risk Committee
ASOAdministrative Services-OnlyERISAEmployee Retirement Income Security Act of 1974
ASUAccounting Standards UpdateERMEnterprise Risk Management
Authorized Control Level RBCAuthorized Control Level RBC, calculated in the manner prescribed by the NAICESGEnvironmental, Social and Governance
BrighthouseBrighthouse Financial, Inc. and its SubsidiariesEUEuropean Union
CBIRCThe China Banking and Insurance Regulatory CommissionEU AI ActEuropean Union’s Artificial Intelligence Act
CCPACalifornia Consumer Privacy ActExchange ActSecurities Exchange Act of 1934
CEOChief Executive OfficerFarmer MacFederal Agricultural Mortgage Corporation
CFOChief Financial OfficerFASBFinancial Accounting Standards Board
CFPBConsumer Financial Protection BureauFCTAForeign Currency Translation Adjustments
CFTCCommodity Futures Trading CommissionFDICFederal Deposit Insurance Corporation
Chariot ReChariot Reinsurance, Ltd.Federal ReserveFederal Reserve Board & Federal Reserve Bank of New York
CISOChief Information Security OfficerFederal Reserve BoardBoard of Governors of the Federal Reserve System
CLOsCollateralized Loan ObligationsFHLBNYFederal Home Loan Bank of New York
CMBSCommercial Mortgage-Backed SecuritiesFINRAFinancial Industry Regulatory Authority
CODMChief Operating Decision MakerFIOFederal Insurance Office
Committed FacilitiesCredit Facility, as well as certain committed facilitiesFitchFitch Ratings Inc.
Company Action Level RBCMinimum level of TAC before corrective action commences is twice authorized control level RBCFPBFuture Policy Benefits
Credit FacilityUnsecured revolving credit facilityFSAFinancial Services Agency
CROChief Risk OfficerFSBFinancial Stability Board
C-ROSSChina Risk Oriented Solvency SystemFSOCFinancial Stability Oversight Council

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FVOFair Value OptionMoody’sMoody’s Investors Service, Inc.
GAAPAccounting principles generally accepted in the United States of AmericaMoReMissouri Reinsurance, Inc.
GCCGroup Capital CalculationMrBMetLife Reinsurance Company of Bermuda, Ltd.
GDPRGeneral Data Protection RegulationMRBMarket Risk Benefit
General AtlanticGeneral Atlantic, L.P.MRCMetLife Reinsurance Company of Charleston
GHGGreenhouse GasMrHMetLife Reinsurance Company of Hamilton, Ltd.
GICsGuaranteed Interest ContractsMRVMetLife Reinsurance Company of Vermont
GILTIGlobal Intangible Low-Taxed IncomeMSSMetLife Services and Solutions, LLC
Global AtlanticGlobal Atlantic Financial GroupMTLMetropolitan Tower Life Insurance Company
GMABsGuaranteed Minimum Accumulation BenefitsNAICNational Association of Insurance Commissioners
GMCRGuaranteed Minimum Crediting RatesNAVNet Asset Value
GMDBsGuaranteed Minimum Death BenefitsNebraska DirectorDirector of the Nebraska Department of Insurance
GMIBsGuaranteed Minimum Income BenefitsNFRANational Financial Regulatory Administration
GMWBsGuaranteed Minimum Withdrawal BenefitsNGEsNon-Guaranteed Elements
GMXBsGuaranteed Minimum BenefitsNIFONet investment in a foreign operation
IAIGsInternationally Active Insurance GroupsNon-Bank SIFINon-Bank Systemically Important Financial Institution
IAISInternational Association of Insurance SupervisorsNPRNet Premium Ratio
IBNPIncurred But Not PaidNQMNon-Qualified Residential Mortgage
IBNRIncurred But Not ReportedNRSRONationally Recognized Statistical Rating Organizations
IMRInterest Maintenance ReserveNYDFSNew York State Department of Financial Services
Invested PlansAssets of the qualified pension plans and postretirement medical plansOCIOther Comprehensive Income (Loss)
IRSInternal Revenue ServiceOLPIOther Limited Partnership Interests
LDTILong-Duration Targeted ImprovementsORSAOwn Risk and Solvency Assessment
LDTI Transition DateJanuary 1, 2021OTCOver-the-Counter
LIBORLondon Interbank Offered RateOTC-bilateralBilateral contracts between two counterparties
LTVLoan-To-ValueOTC-clearedOTC derivatives are cleared and settled through central clearing counterparties
MetLife MalaysiaAmMetLife Insurance Berhad (Malaysia) and AmMetLife Takaful Berhad (Malaysia)PABsPolicyholder Account Balances
MetLife Poland and GreeceWholly-owned subsidiaries in Poland and GreecePBOProjected Benefit Obligation
MIMMetLife Investment Management, LLC and certain of its affiliatesPCAOBPublic Company Accounting Oversight Board
MLICMetropolitan Life Insurance CompanyPhantom Stock-Based AwardsCash-settled awards based in whole or in part on the price of shares or changes in the price of shares
PineBridgePineBridge InvestmentsSSGStructured Securities Group
PNB MetLifePNB MetLife India Insurance Company LimitedStatement-Based Combined RBC RatioInternally defined Combined RBC Ratio

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PTEProhibited Transaction ExemptionStatutory CodificationCodification of Statutory Accounting Principles
RBCRisk-Based CapitalStructured ProductsRMBS, ABS & CLO and CMBS
RCCsReplacement Capital CovenantsSuperintendentNew York Superintendent of Financial Services
REJVReal Estate Joint VenturesTACTotal Adjusted Capital, calculated in the manner prescribed by the NAIC
RISRetirement and Income SolutionsTRRsTotal Rate of Return Swaps
RMBSResidential Mortgage-Backed SecuritiesU.K.United Kingdom
ROURight-of-UseU.S.United States
S&PStandard & Poor’s Global RatingsULSGUniversal and Variable Universal Life Policies with Secondary Guarantees
SCLSpecial Considerations LetterUnit-linked and FVO SecuritiesContractholder-directed equity securities and Fair Value Option securities
SECU.S. Securities and Exchange CommissionUnit-linked investmentsContractholder-directed investments supporting unit-linked variable annuity type liabilities
SeparationDistribution of shares of Brighthouse Financial, Inc. common stock to the MetLife, Inc. common shareholdersUREVUnearned Revenue
Series A preferred stockNon-Cumulative Preferred Stock, Series AVIEsVariable Interest Entities
Series D preferred stock5.875% Fixed-To-Floating Rate Non-Cumulative Preferred Stock, Series DVMValuation Manual
Series E preferred stock5.625% Non-Cumulative Preferred Stock, Series EVOBAValue of Business Acquired
Series F preferred stock4.75% Non-Cumulative Preferred Stock, Series FVOCRAValue of Customer Relationships Acquired
Series G preferred stock3.850% Fixed Rate Reset Non-Cumulative Preferred Stock, Series GVODAValue of Distribution Agreements
SOFRSecured Overnight Financing Rate

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

METLIFE, INC.
By:/s/ Adrienne O’Neill
Name: Adrienne O’Neill Title: Executive Vice President and Chief Accounting Officer (Authorized Signatory and Principal Accounting Officer)

Date: November 6, 2025