MANULIFE FINANCIAL CORP

Regulatory Filings • Dec 2, 2025

FWP 1 d33134dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration Statement No. 333-290499

Free Writing Prospectus

(To Preliminary Prospectus Supplement dated December 2, 2025 and Prospectus dated September 25, 2025)

MANULIFE FINANCIAL CORPORATION

US$1,000,000,000 4.986% SENIOR NOTES DUE 2035

FINAL TERM SHEET

December 2, 2025

US$1,000,000,000 4.986% Senior Notes due 2035

Issuer:	Manulife Financial Corporation (the “Company”)
Title of Security:	4.986% Senior Notes due 2035 (the “Notes”)
Aggregate Principal Amount Offered:	US$1,000,000,000
Maturity Date:	December 11, 2035
Price to Public:	100.000% per Note and accrued interest, if any, from December 11, 2025
Net Proceeds to the Company before Expenses:	US$995,500,000
Underwriting Discount:	0.450%
Coupon (Interest Rate):	4.986%
Yield:	4.986%
Benchmark Treasury Price and Yield:	99-09+; 4.086%
Spread to Benchmark Treasury:	T + 90 basis points
Benchmark Treasury:	4.000% due November 15, 2035
Interest Payment Dates:	June 11 and December 11 of each year, beginning on June 11, 2026
Optional Redemption:	The Company may redeem the Notes, in whole or in part, at any time, and from time to time. The redemption price (expressed as a percentage of principal amount and rounded to three decimal places) for the Notes to be redeemed on any
redemption date that is prior

| | to September 11, 2035 (the date that is three months prior to the maturity of the Notes) (the “Par Call Date”), will be
equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming
the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points
less (b) interest accrued to, but excluding, the redemption date, plus, in either case, accrued and unpaid interest thereon to, but excluding, such redemption date. The redemption price for the Notes to be redeemed on any redemption date that is on or after the Par Call Date will be equal to 100% of the principal amount to
be redeemed, plus accrued and unpaid interest to, but excluding, such redemption date. The Company may also redeem all (but not less than all) of the Notes if certain changes affecting Canadian withholding taxes occur. |
| --- | --- |
| Trade Date: | December 2, 2025 |
| Settlement Date: | December 11, 2025 (T+7) |
| CUSIP/ISIN: | 56501RAX4/ US56501RAX44 |
| Joint Book-Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Morgan Stanley & Co. LLC |
| Co-Managers: | DBS Bank Ltd. Goldman Sachs & Co.
LLC SMBC Nikko Securities America, Inc. Standard Chartered
Bank UBS Securities LLC Wells Fargo Securities, LLC ANZ Securities, Inc. BNP Paribas Securities Corp. Credit Agricole Securities (USA) Inc. HSBC Securities (USA)
Inc. MUFG Securities Americas Inc. Nomura Securities
International, Inc. |

The Company has filed a registration statement (including a base shelf prospectus dated September 25, 2025) and a preliminary prospectus supplement dated December 2, 2025 (including the base shelf prospectus, the “Prospectus”) with the SEC for the offering to which this communication relates. Before you invest, you should read the Prospectus and the documents incorporated therein by reference that the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company or any underwriter participating in the offering will arrange to send you the Prospectus and any document incorporated therein by reference if you request such documents by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146, J.P. Morgan Securities LLC collect at 1-212-834-4533 or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649.

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