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METLIFE INC

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 19, 2026

MET$101.67+3.5%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Exhibit Index

(Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, 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 Annual Report on Form 10-K and MetLife, Inc.’s other public filings, which are available without charge through the U.S. Securities and Exchange Commission website at https://www.sec.gov.)

Incorporated By Reference
Exhibit No. · Description · Form · File Number · Exhibit · Filing Date · Filed or FurnishedHerewith
2.1Plan of Reorganization.S-1333-915172.1November 23, 1999
2.2Amendment to Plan of Reorganization, dated as of March 9, 2000.S-1/A333-915172.2March 29, 2000
2.3Master Separation Agreement, dated August 4, 2017, between MetLife, Inc. and Brighthouse Financial, Inc.8-K001-157872.1August 7, 2017
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
Incorporated By Reference
Exhibit No. · Description · Form · File Number · Exhibit · Filing Date · Filed or FurnishedHerewith
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, 20258-K001-157873.1October 14, 2025
3.2Amended and Restated By-Laws of MetLife, Inc., effective October 3, 2023.8-K001-157873.2October 5, 2023
4.1Form of Certificate for Common Stock, par value $0.01 per share.S-1/A333-915174.1March 9, 2000
4.2Certificate 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. (See Exhibit 3.1.6 above).
4.3Certificate 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. (See Exhibit 3.1.7 above).
4.4Form of Stock Certificate, Floating Rate Non-Cumulative Preferred Stock, Series A, of MetLife, Inc.8-A001-1578799.6June 10, 2005
4.5Certificate of Amendment of Amended and Restated Certificate of Incorporation of MetLife, Inc., dated October 23, 2017. (See Exhibit 3.1.8 above).
4.6Certificate 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. (See Exhibit 3.1.9 above).
4.7Form of Stock Certificate, 5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D, of MetLife, Inc.8-K001-157874.1March 22, 2018
4.8Certificate 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. (See Exhibit 3.1.10 above).
4.9Form of Stock Certificate, 5.625% Non-Cumulative Preferred Stock, Series E, of MetLife, Inc.8-K001-157874.1June 4, 2018
4.10Deposit Agreement, dated June 4, 2018, among MetLife, Inc., Computershare Inc. and Computershare Trust Company, N.A., as depositary, and the holders from time to time of the depositary receipts described therein.8-K001-157874.2June 4, 2018
4.11Form of Depositary Receipt, Depositary Shares each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series E, of MetLife, Inc.8-K001-157874.3June 4, 2018
4.12Certificate 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. (See Exhibit 3.1.11 above).
4.13Form of Stock Certificate, 4.75% Non-Cumulative Preferred Stock, Series F, of MetLife, Inc.8-K001-157874.1January 9, 2020
4.14Deposit Agreement, dated January 15, 2020, among MetLife, Inc., Computershare Inc. and Computershare Trust Company, N.A., collectively, as depositary, and the holders from time to time of the depositary receipts described therein.8-K001-157874.1January 15, 2020
4.15Form of Depositary Receipt, Depositary Shares each representing a 1/1,000th interest in a share of 4.75% Non-Cumulative Preferred Stock, Series F, of MetLife, Inc.8-K001-157874.3January 15, 2020
Incorporated By Reference
Exhibit No. · Description · Form · File Number · Exhibit · Filing Date · Filed or FurnishedHerewith
4.16 · Description of Securities. · X
Certain instruments defining the rights of holders of long-term debt of MetLife, Inc. and its consolidated subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. MetLife, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon request, copies of such instruments.
10.1.1MetLife Policyholder Trust Agreement.S-1333-9151710.12November 23, 1999
10.1.2Amendment to MetLife Policyholder Trust Agreement.10-K001-1578710.62February 27, 2013
10.2Amended and Restated Credit Agreement, dated as of May 8, 2023, among MetLife, Inc. and MetLife Funding, Inc., as borrowers, and the other parties signatory thereto.8-K001-1578710.1May 9, 2023
10.3Purchase Agreement by and among MetLife, Inc. and Massachusetts Mutual Life Insurance Company, dated as of February 28, 2016.10-Q001-1578710.1May 6, 2016
10.4Tax Separation Agreement, dated as of July 27, 2017, by and among MetLife, Inc. and its affiliates and Brighthouse Financial, Inc. and its affiliates.8-K001-1578710.1August 7, 2017
10.5.1MetLife Non-Management Director Deferred Compensation Plan (as amended and restated, effective January 1, 2005, implemented November 2012).*S-8333-2147104.1November 18, 2016
10.5.2Amendment to MetLife Non-Management Director Deferred Compensation Plan (as amended and restated, effective January 1, 2005, implemented November 2020).*10-K001-1578710.6.2February 19, 2021
10.6MetLife, Inc. Director Indemnity Plan (dated and effective July 22, 2008).*10-K001-1578710.94February 27, 2014
10.7.1Form of Agreement to Protect Corporate Property executed by Michel Khalaf, effective April 9, 2012.*10-K001-1578710.15February 25, 2016
10.7.2Form of Agreement to Protect Corporate Property executed by Ramy Tadros, effective September 11, 2017.*10-Q001-1578710.1August 5, 2016
10.8MetLife Executive Severance Plan (as amended and restated, effective June 14, 2010).*10-K001-1578710.1February 27, 2015
10.9MetLife Performance-Based Compensation Recoupment Policy (effective as amended and restated December 1, 2023).*10-K001-1578710.10February 16, 2024
10.10.1MetLife, Inc. 2015 Stock and Incentive Compensation Plan, effective January 1, 2015 (the “2015 SIC Plan”).*S-8333-1981454.1August 14, 2014
10.10.2MetLife, Inc. 2005 Stock and Incentive Compensation Plan, effective April 15, 2005 (the “2005 SIC Plan”).*10-K001-1578710.24February 27, 2015
10.11MetLife Annual Variable Incentive Plan (effective as amended and restated January 1, 2015).*8-K001-1578710.11December 11, 2014
10.12.1Form of Stock Option Agreement (Ratable Exercisability in Thirds) under the 2015 SIC Plan, effective January 1, 2015.*8-K001-1578710.7December 11, 2014
10.12.2Form of Stock Option Agreement (Three-Year “Cliff” Exercisability) under the 2015 SIC Plan, effective January 1, 2015.*8-K001-1578710.8December 11, 2014
10.12.3Form of Stock Option Agreement (Ratable Exercisability in Thirds) under the 2015 SIC Plan, effective January 1, 2016.*10-K001-1578710.101February 25, 2016
10.12.4Form of Stock Option Agreement (Three-Year “Cliff” Exercisability) under the 2015 SIC Plan, effective January 1, 2016.*10-K001-1578710.102February 25, 2016
10.13.1Form of Unit Option Agreement (Ratable Exercisability in Thirds) under the 2015 SIC Plan, effective January 1, 2015.*8-K001-1578710.9December 11, 2014
Incorporated By Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or FurnishedHerewith
10.13.2Form of Unit Option Agreement (Three-Year “Cliff” Exercisability) under the 2015 SIC Plan, effective January 1, 2015.*8-K001-1578710.10December 11, 2014
10.13.3Form of Unit Option Agreement (Ratable Exercisability in Thirds) under the 2015 SIC Plan, effective January 1, 2016.*10-K001-1578710.103February 25, 2016
10.13.4Form of Unit Option Agreement (Three-Year “Cliff” Exercisability) under the 2015 SIC Plan, effective January 1, 2016.*10-K001-1578710.104February 25, 2016
10.14Form of Performance Unit Agreement under the 2015 SIC Plan, effective February 28, 2023.*10-K001-1578710.19.6February 23, 2023
10.15Award Agreement Supplement, effective February 23, 2021.*10-K001-1578710.20.3February 19, 2021
10.16MetLife Auxiliary Retirement Plan (as amended and restated, effective January 1, 2026).*#X
10.17.1Alico Overseas Pension Plan, dated January 2009.*10-K001-1578710.70March 1, 2017
10.17.2Amendment Number One to the Alico Overseas Pension Plan (effective November 1, 2010), dated December 20, 2010.*10-K001-1578710.71March 1, 2017
10.17.3Amendment Number Two to the Alico Overseas Pension Plan (effective as of November 1, 2011), dated December 13, 2011.*10-K001-1578710.72March 1, 2017
10.17.4Amendment Number Three to the Alico Overseas Pension Plan, dated May 1, 2012 (effective January 1, 2012).*8-K001-1578710.1May 4, 2012
10.17.5Amendment Number Four to the Alico Overseas Pension Plan, dated June 19, 2017, effective July 1, 2017.*10-Q001-1578710.6November 6, 2017
10.18MetLife Deferred Compensation Plan For Globally Mobile Employees, effective July 31, 2014, for which Michel Khalaf became eligible July 1, 2017.*10-Q001-1578710.4November 6, 2017
10.19MetLife Auxiliary Match Plan (as amended and restated, effective January 1, 2026).*X
10.20.1MetLife Deferred Compensation Plan for Officers, as amended and restated, effective November 1, 2003.*10-K001-1578710.78February 27, 2014
10.20.2Amendment Number One to the MetLife Deferred Compensation Plan for Officers (as amended and restated as of November 1, 2003), dated May 4, 2005.*10-K001-1578710.52February 25, 2016
10.20.3Amendment Number Two to the MetLife Deferred Compensation Plan for Officers (as amended and restated as of November 1, 2003, effective December 14, 2005).*10-K001-1578710.53February 25, 2016
10.20.4Amendment Number Three to the MetLife Deferred Compensation Plan for Officers (as amended and restated as of November 1, 2003, effective February 26, 2007).*10-K001-1578710.45March 1, 2017
10.21MetLife Leadership Deferred Compensation Plan (as amended and restated effective January 1, 2026).*X
10.22MetLife Plan for Transition Assistance for Grades 14 and Above, dated November 22, 2023 (as amended and restated, effective November 1, 2023).*10-K001-1578710.27.1February 16, 2024
10.23.1Adjustment of certain compensation terms for Michel Khalaf, effective July 1, 2012.*10-Q001-1578710.2November 7, 2012
10.23.2Tax Equalization Agreement dated June 10, 2015 between MetLife, Inc. and Michel Khalaf.*10-Q001-1578710.1August 6, 2015
10.23.3Offer Letter, dated March 25, 2009, between American Life Insurance Company and Michel Khalaf.*10-K001-1578710.2March 1, 2017
10.23.4Letter of Understanding, dated June 15, 2017, effective July 1, 2017, with Michel Khalaf.*10-Q001-1578710.3November 6, 2017
Incorporated By Reference
Exhibit No. · Description · Form · File Number · Exhibit · Filing Date · Filed or FurnishedHerewith
10.23.5MetLife, Inc. and Metropolitan Life Insurance Company Compensation Committee and Board of Directors Resolutions of June 13, 2017 approving Michel Khalaf’s eligibility to participate in the MetLife Deferred Compensation Plan For Globally Mobile Employees.*10-Q001-1578710.5November 6, 2017
10.23.6Amendment Number 1 to Letter of Understanding, Dated February 26, 2019, Effective February 27, 2019, with Michel Khalaf.*8-K001-1578710.1March 5, 2019
10.23.7Confirmation of End of Employment and Waiver and Release of Claims, Effective March 4, 2019, with Michel Khalaf.*8-K001-1578710.2March 5, 2019
10.24Sign-on Payments Letter, dated June 14, 2017, effective September 11, 2017, between MetLife Group, Inc. and Ramy Tadros.*10-Q001-1578710.2November 6, 2017
10.25Letter Agreement entered May 4, 2018 between MetLife, Inc. and John McCallion.*8-K001-1578710.1May 7, 2018
10.26Sign-on Payments Letter, dated August 14, 2019, effective November 19, 2019, between MetLife Group, Inc. and Bill Pappas.*10-K001-1578710.35February 21, 2020
10.27Sign-on Payments Letter, dated May 16, 2024, effective August 1, 2024, between MetLife Group, Inc. and Shurawl M. Sibblies.*10-Q001-1578710.1November 1, 2024
10.28MetLife, Inc. 2025 Stock and Incentive Compensation Plan, effective January 1, 2025 (the “2025 SIC Plan”).*8-K001-1578710.1June 24, 2024
10.29Form of Performance Share Agreement under the 2025 SIC Plan, effective January 1, 2025.*10-K001-1578710.30February 21, 2025
10.30Form of Performance Unit Agreement under the 2025 SIC Plan, effective January 1, 2025.*10-K001-1578710.31February 21, 2025
10.31Form of Restricted Stock Unit Agreement (Ratable Period of Restriction Ends in Thirds) under the 2025 SIC Plan, effective January 1, 2025.*10-K001-1578710.32February 21, 2025
10.32Form of Restricted Stock Unit Agreement (Ratable Period of Restriction Ends in Thirds) under the 2025 SIC Plan, effective January 1, 2025 (March Expiration).*10-K001-1578710.33February 21, 2025
10.33Form of Restricted Stock Unit Agreement (Three-Year “Cliff” Period of Restriction) under the 2025 SIC Plan, effective January 1, 2025.*10-K001-1578710.34February 21, 2025
10.34Form of Restricted Unit Agreement (Ratable Period of Restriction Ends in Thirds) under the 2025 SIC Plan, effective January 1, 2025.*10-K001-1578710.35February 21, 2025
10.35Form of Restricted Unit Agreement (Ratable Period of Restriction Ends in Thirds) under the 2025 SIC Plan, effective January 1, 2025 (March Expiration).*10-K001-1578710.36February 21, 2025
10.36Form of Restricted Unit Agreement (Three-Year “Cliff” Period of Restriction) under the 2025 SIC Plan, effective January 1, 2025.*10-K001-1578710.37February 21, 2025
10.37Form of Stock Option Agreement (Ratable Exercisability in Thirds) under the 2025 SIC Plan, effective January 1, 2025.*10-K001-1578710.38February 21, 2025
10.38Form of Stock Option Agreement (Three-Year “Cliff” Exercisability) under the 2025 SIC Plan, effective January 1, 2025.*10-K001-1578710.39February 21, 2025
10.39Form of Unit Option Agreement (Three-Year “Cliff” Exercisability) under the 2025 SIC Plan, effective January 1, 2025.*10-K001-1578710.40February 21, 2025
10.40Form of Unit Option Agreement (Ratable Exercisability in Thirds) under the 2025 SIC Plan, effective January 1, 2025.*10-K001-1578710.41February 21, 2025
10.41Award Agreement Supplement under the 2025 SIC Plan, effective January 1, 2025.*10-K001-1578710.42February 21, 2025
Incorporated By Reference
Exhibit No.DescriptionFormFile NumberExhibitFiling DateFiled or FurnishedHerewith
10.42Award Agreement Supplement under the 2025 SIC Plan (65), effective January 1, 2025.*10-K001-1578710.43February 21, 2025
10.43Form of Performance Share Agreement under the 2025 SIC Plan, effective January 1, 2026.*X
10.44Form of Performance Unit Agreement under the 2025 SIC Plan, effective January 1, 2026.*X
10.45Award Agreement Supplement under the 2025 SIC Plan, effective January 1, 2026.*X
10.46Award Agreement Supplement under the 2025 SIC Plan (65), effective January 1, 2026.*X
10.47MetLife Annual Variable Incentive Plan, effective January 1, 2025.*8-K001-1578710.2June 24, 2024
19.1MetLife Insider Trading Policy.X
21.1Subsidiaries of the Registrant.X
23.1Consent of Deloitte & Touche LLP.X
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
97.1MetLife Policy for the Recoupment of Erroneously Awarded Compensation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (effective December 1, 2023).*10-K001-1578797.1February 16, 2024
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
  • Indicates management contracts or compensatory plans or arrangements.

Certain information has been redacted pursuant to Item 601(b)(10) of Regulation S-K. The Company will furnish supplemental copies of any of the redacted information to the SEC upon request.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.