SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
PAPPAS BILL
(Last) (First) (Middle)
METLIFE, INC.
200 PARK AVENUE
(Street)
NEW YORK NY 10166
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
METLIFE INC [ MET ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Global Tech. & Ops.
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/25/2025 A 17,336 A (1) 68,352(2)(3) D
Common Stock 02/25/2025 A 44,669 A (4) 113,021 D
Common Stock 02/25/2025 F(5) 22,810 D $82.2 90,211 D
Common Stock 11,682(2) I By 2023 GRAT
Common Stock 20,270(6) I By 2024 GRAT
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Restricted stock unit award under the MetLife, Inc. 2025 Stock and Incentive Compensation Plan.
2. On April 3, 2024, 5,618 shares were distributed to the reporting person in accordance with the terms of the 2023 GRAT, and are now reported as directly owned.
3. On September 20, 2024, 7,900 shares were distributed to the reporting person in accordance with the terms of the 2022 GRAT, and are now reported as directly owned.
4. Shares acquired from the determination of the performance factor for and payout of 2022-2024 performance shares under the MetLife, Inc. 2015 Stock and Incentive Compensation Plan.
5. Shares withheld to satisfy the reporting person's tax withholding obligation due on the performance share payout.
6. These shares were previously reported as directly beneficially owned but were contributed to a Grantor Retained Annuity Trust ("2024 GRAT") in September 2024.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Taylor Jansen, Authorized Signer 02/27/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

TO WHOM IT MAY CONCERN:

Pursuant to the authorization set forth in the instructions for the filing of Form ID, Form 3, Form 4, and Form 5, respectively (hereinafter referred to as the "Reports"), under the requirements of the Securities Exchange Act of 1934, as amended, the undersigned hereby designates and authorizes each of TIMOTHY J. RING, TAYLOR JANSEN, MORGAN MAYES and JENNIFER WANG to execute and file, or cause to be filed, such Reports, and any amendments thereto, on behalf of the undersigned, with the Securities and Exchange Commission and any other proper bodies at any time when the filing of said Reports is in order, containing such information as TIMOTHY J. RING, TAYLOR JANSEN, MORGAN MAYES and JENNIFER WANG may deem advisable.

The authority of TIMOTHY J. RING, TAYLOR JANSEN, MORGAN MAYES and JENNIFER WANG under this authorization shall continue until the undersigned is no longer required to file Reports with regard to the undersigned's ownership of or transactions in securities of MetLife, Inc., unless earlier revoked by the undersigned in writing.

The undersigned acknowledges that TIMOTHY J. RING, TAYLOR JANSEN, MORGAN MAYES and JENNIFER WANG are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.


Signature:    /s/ Bill Pappas

Name:        BILL PAPPAS

Date:        September 11, 2024


Exhibit 24

LIMITED POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS

TO WHOM IT MAY CONCERN:

Pursuant to the authorization set forth in the instructions for the filing of Form ID, Form 3, Form 4, and Form 5, respectively (hereinafter referred to as the "Reports"), under the requirements of the Securities Exchange Act of 1934, as amended, the undersigned hereby designates and authorizes each of TIMOTHY J. RING, TAYLOR JANSEN, MORGAN MAYES and JENNIFER WANG to execute and file, or cause to be filed, such Reports, and any amendments thereto, on behalf of the undersigned, with the Securities and Exchange Commission and any other proper bodies at any time when the filing of said Reports is in order, containing such information as TIMOTHY J. RING, TAYLOR JANSEN, MORGAN MAYES and JENNIFER WANG may deem advisable.

The authority of TIMOTHY J. RING, TAYLOR JANSEN, MORGAN MAYES and JENNIFER WANG under this authorization shall continue until the undersigned is no longer required to file Reports with regard to the undersigned's ownership of or transactions in securities of MetLife, Inc., unless earlier revoked by the undersigned in writing.

The undersigned acknowledges that TIMOTHY J. RING, TAYLOR JANSEN, MORGAN MAYES and JENNIFER WANG are not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended.


Signature:    /s/ Bill Pappas

Name:        BILL PAPPAS

Date:        September 11, 2024

MetLife (NYSE:MET-F)
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