大都会人寿美股招股说明书(2026-02-25版)

$1,000,000,000 5.850% Fixed-to-Fixed Reset Rate Subordinated Debentures due 2056 The 5.850% Fixed-to-Fixed Reset Rate Subordinated Debentures due 2056 (the “Debentures,” are MetLife, Inc.’s unsecured, subordinated debt instruments andwill bear interest (i)from the date they are issued to, but excluding, March15, 2036, at an annual rate of 5.850%, and (ii)from, and including, March15, 2036, duringeach Interest Period at an annual rate equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, in each case to be reset on eachInterest Reset Date, plus 1.817%. Interest will be payable semi-annually in arrears on March15 and September15 of each year, beginning on September15, 2026. Solong as no Event of Default (as defined herein) with respect to the Debentures has occurred and is continuing, MetLife, Inc. has the right, on one or more occasions, todefer the payment of interest on the Debentures as described under “Description of the Debentures—Option to Defer Interest Payments” in this prospectus supplementfor one or more consecutive Interest Periods up to five years (an “Optional Deferral”). Deferred interest will accrue additional interest at an annual rate equal to theannual interest rate then applicable to the Debentures.See“Description of the Debentures—Interest Rate and Interest Payment Dates” in this prospectus supplement forthe definitions of “Interest Period,” “Five-Year Treasury Rate,” “Reset Interest Determination Date” and “Interest Reset Date.” The principal amount of the Debentures will become due on March15, 2056. Payment of the principal on the Debentures will be accelerated only in the case ofMetLife, Inc.’s bankruptcy or certain other insolvency events with respect to MetLife, Inc. There is no right of acceleration in the case of default in the payment ofinterest on the Debentures or the performance of any of MetLife, Inc.’s other obligations with respect to the Debentures.MetLife, Inc. may redeem the Debentures at its option for cash, at the times and at the applicable redemption prices described in this prospectus supplement. The Debentures will be unsecured and will be subordinated and junior in right of payment upon MetLife’s liquidation to all of its existing and future seniorindebtedness, and will be effectively subordinated to all liabilities of MetLife, Inc.’s subsidiaries, including obligations to policyholders. The Debentures will rank (a)onparity with MetLife, Inc.’s 6.350% Fixed-to-Fixed Reset Rate Subordinated Debentures due 2055 (the “2055 SDs”) and (b)senior in right of payment upon liquidationwith MetLife, Inc.’s trade accounts payable and with debt that by its terms does not rank senior to or on parity with the Debentures upon MetLife, Inc.’s liquidation,including (i)the 10.750% Fixed-to-Floating Rate Junior Subordinated Debentures due 2069 of MetLife, Inc. (the “2069 JSDs”), (ii) the 9.250% Fixed-to-Floating RateJunior Subordinated Debentures due 2068 of MetLife, Inc. (the “2068 JSDs”), (iii) MetLife, Inc.’s obligations under the Financing Agreement relating to the 7.875%Fixed-to-Floating-Rate Exchangeable Surplus Trust Securities of MetLife Capital Trust IV (the “2067 X-SURPS”) and, upon an exchange of the 2067 X-SURPS, therelated 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 of MetLife, Inc. (the “2067 JSDs”) and (iv)the 6.40% Fixed-to-Floating Rate JuniorSubordinated Debentures due 2066 of MetLife, Inc. (the “2066 JSDs”). The Debentures are not deposits or savings accounts or other obligations of any bank and are not insured or guaranteed by the Federal Deposit InsuranceCorporation or any other governmental agency. See“Risk Factors” beginning on page S-13 of this prospectus supplement and the periodic reports MetLife, Inc. files with the Securities and ExchangeCommission (the “SEC”) to read about important factors you should consider before buying the Debentures. The underwriters expect to deliver the Debentures, in book-entry form only, through the facilities of The Depository Trust Company (“DTC”) for theaccounts of its participants, including Clearstream Banking, S.A. (“Clearstream”), and/or Euroclear Bank SA/NV (“Euroclear”), on or about February 26,2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSNOTE REGARDING RELIANCE ON STATEMENTS IN OUR CONTRACTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE DEBENTURESCERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSCERTAIN ERISA CONSIDERATIONSUNDERWRITINGLEGAL OPINIONSEXPERTS Prospectus ABOUT THIS PROSPECTUSRISK FACTORSSPECIAL NOTEREGARDING FORWARD-LOOKING STATEMENTSNOTE REGARDING RELIANCE ON STATEMENTS IN OUR CONTRACTSWHERE YOU CAN FIND MORE INFORMATIONMETLIFE, INC.USE OF PROCEEDSDESCRIPTION OF SECURITIESDESCRIPTION OF DEBT SECURITIES DESCRIPTION OF DEPOSITARY SHARES DESCRIPTION OF WARRANTS DESCRIPTIO