Material Event - Form 8-K

Item 8.01 Other Events.

On November 16, 2023, Metropolitan Life Insurance Company, a New York-domiciled insurance company (the "Company"), and Metropolitan Tower Life Insurance Company, a Nebraska-domiciled insurance company ("MTL" and, together with MLIC, the "Ceding Companies"), completed the previously announced transactions (collectively, the "Transaction") with Global Atlantic Financial Group under the Master Transaction Agreement, dated May 25, 2023, entered into with Commonwealth Annuity and Life Insurance Company, a Massachusetts-domiciled corporation ("CwA"), and First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled insurance company ("FAFLIC" and, together with CwA, the "Reinsurers").

At the closing of the Transaction on November 16, 2023, (i) the Company and FAFLIC entered into a coinsurance and modified coinsurance agreement and (ii) MTL and CwA entered into a coinsurance and modified coinsurance agreement, pursuant to which, upon the terms and subject to the conditions set forth therein, the Ceding Companies ceded to the Reinsurers approximately $19 billion of U.S. retail life insurance comprised of universal life, variable universal life, and universal life with secondary guarantees, and fixed annuity statutory reserves.

The Company will remain as administrator and service provider for the applicable policies to be reinsured. MetLife Investment Management, LLC will also manage a significant amount of the assets under a five-year investment management agreement.

Note Regarding Forward-Looking Statements

As used in this Form 8-K,"MLIC," the "Company," "we," "our" and "us" refer to Metropolitan Life Insurance Company.

This Current Report on Form 8-Kmay 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," "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 future actions, prospective services or products, future performance or results of current and anticipated services or products, future sales efforts, future expenses, the outcome of contingencies such as legal proceedings, and future trends in operations and financial results.

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, including those relating to the COVID-19pandemic, identified in Metropolitan Life Insurance Company'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 public health, interest rates, credit spreads, equity, real estate, obligors and counterparties, government default, derivatives, and climate change;

(2) global capital and credit market adversity;

(3) credit facility inaccessibility;

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(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) London Interbank Offered Rate discontinuation and transition to alternative reference rates;

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

(12) investment defaults, downgrades, or volatility;

(13) investment sales or lending difficulties;

(14) collateral or derivative-related payments;

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

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

(17) business competition;

(18) catastrophes;

(19) climate changes or responses to it;

(20) deficiencies in our closed block;

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

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

(23) risk management failures;

(24) insufficient protection from operational risks;

(25) failure to protect confidentiality and integrity of data or other cybersecurity or disaster recovery failures;

(26) accounting standards changes;

(27) excessive risk-taking; and

(28) marketing and distribution difficulties.

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