MetLife Inc. Files Amendment 99 to Schedule 13D

TL;DR

MetLife Board files 13D/A amendment 99. Ownership update.

AI Summary

MetLife Inc. filed an amendment (Amendment No. 99) to its Schedule 13D on November 1, 2024. This filing pertains to the company's common stock. The filing was made by the Board of Directors of MetLife Inc., with Monica M. Curtis, Executive Vice President and Chief Legal Officer, authorized to receive notices.

Why It Matters

This filing indicates a change or update in the ownership or control of MetLife Inc. by its Board of Directors, which could signal strategic shifts or governance updates.

Risk Assessment

Risk Level: low — Schedule 13D filings are routine disclosures for significant shareholders and do not inherently indicate high risk.

Key Numbers

• 99 — Amendment Number (Indicates this is the 99th amendment to the original filing.)
• 20241101 — Filing Date (The date the amendment was filed with the SEC.)

Key Players & Entities

• METLIFE INC (company) — Subject Company
• BOARD OF DIRECTORS OF METLIFE INC (company) — Filing Person
• Monica M. Curtis (person) — Authorized Person
• 200 Park Avenue (location) — Business Address
• ONE MADISON AVENUE (location) — Mail Address

FAQ

Filing Documents

• d873205dsc13da.htm (SC 13D/A) — 47KB
• d873205dex991.htm (EX-99.1) — 12KB
• 0001193125-24-249924.txt ( ) — 61KB

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. The Board of Directors (the Board) is reporting beneficial ownership of 112,294,326 shares of Common Stock (the Shares) held by the MetLife Policyholder Trust (the Trust) under the Plan of Reorganization, dated September 28, 1999, as amended (the Plan), of Metropolitan Life Insurance Company (MetLife). On April 7, 2000, 494,466,664 Shares were issued to the Trust pursuant to Section 5.2(d) of the Plan, a copy of which is attached as an exhibit to this statement. No consideration has been separately provided therefor by any member of the Board, except for Shares allocated to such member pursuant to the Plan. Since April 7, 2000, transactions by Beneficiaries (i) under the Purchase and Sale Program provided for by the Trust Agreement (as defined below), (ii) pursuant to the Issuers split-off of Reinsurance Group of America, Incorporated, in September 2008, and (iii) to withdraw Shares from the Trust, as well as escheatment of unclaimed Shares, have resulted in a decrease in the number of Shares held by the Trust from 494,466,664 to 112,294,326 (as adjusted to reflect refinements in the calculation of the number of Shares issued to the Trust under the Plan). Under the Plan and the MetLife Policyholder Trust Agreement, dated as of November 3, 1999 (as amended, the Trust Agreement), by and among MetLife, the Issuer, Wilmington Trust Company (the Trustee) and ChaseMellon Shareholder Services, L.L.C., as custodian (now known as Computershare Inc., the Custodian), a copy of which is attached as an exhibit to this statement, certain eligible policyholders of MetLife (Trust Eligible Policyholders) have been allocated a number of interests in the Trust (Trust Interests) equal to the number of shares of Common Stock allocated to the Trust Eligible Policyholders in accordance with the Plan. The assets of the Trust principally are the Shares issued to the Trust for the benefit of the Trust Eligible Policyholders and permitted transferees (col

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As an entity, the Board of the Issuer beneficially owns 112,294,326 shares, or 16.2% of the Issuers outstanding Common Stock. The Board of the Issuer is deemed to beneficially own the shares of Common Stock held by the Trust because the Board will direct the voting of these shares on certain matters submitted to a vote of stockholders. See Item 4. (b) As an entity, the Board of the Issuer has shared voting power with respect to 112,294,326 shares of Common Stock. (c) There were no transactions in the class of securities reported on that were effected by the Reporting Persons since July 26, 2024 other than transactions described in Item 4 which resulted in a decrease in the number of shares of Common Stock held by the Trust from 113,929,100 to 112,294,326. (d) The Beneficiaries of the Trust have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares allocated to them under the Plan and the Trust Agreement. See Item 4.

MATERIAL

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 Joint Filing Agreement under Rule 13d-1(k)(1) SCHEDULE 13D CUSIP No. 59156R108 Page 6 of 9 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: November 1, 2024 * Cheryl W. Grisé * Carlos M. Gutierrez * Carla A. Harris * Laura J. Hay * David L. Herzog * R. Glenn Hubbard * Jeh C. Johnson * Edward J. Kelly, III * William E. Kennard * Michel A. Khalaf * Diana L. McKenzie * Denise M. Morrison * Mark A. Weinberger SCHEDULE 13D CUSIP No. 59156R108 Page 7 of 9 Pages * By /s/ John A. Hall John A. Hall Attorney-in-fact

View Full Filing

View this SC 13D/A filing on SEC EDGAR