Form 485BXT METROPOLITAN LIFE INSURA
As filed with
the Securities and Exchange Commission on January 29, 2026
Registration Numbers 333-268428
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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| Pre-Effective Amendment No. |
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| Post-Effective Amendment No. 3 |
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REGISTRATION STATEMENT UNDER
THE INVESTMENT COMPANY ACT OF 1940
THE INVESTMENT COMPANY ACT OF 1940
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| Amendment No. |
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Metropolitan Life Insurance Company
(Exact Name of Insurance Company)
(Exact Name of Insurance Company)
200 Park Avenue, New York, New York
10166
(Address of Insurance Company's Principal Executive Offices) (zip code)
(Address of Insurance Company's Principal Executive Offices) (zip code)
(212) 578-9500
(Insurance Company's Telephone Number, including Area Code)
(Insurance Company's Telephone Number, including Area Code)
Monica Curtis
Executive Vice President and Chief Legal Officer
Metropolitan Life Insurance Company
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
Executive Vice President and Chief Legal Officer
Metropolitan Life Insurance Company
200 Park Avenue
New York, New York 10166
(Name and Address of Agent for Service)
COPIES TO:
W. Thomas Conner, Esq.
Carlton Fields
1625 Eye Street, NW, Suite 800
Washington, DC 20006-4064
Carlton Fields
1625 Eye Street, NW, Suite 800
Washington, DC 20006-4064
Approximate Date of Proposed Public Offering: On May 1, 2026
It is proposed that this filing will become effective (check appropriate box):
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immediately upon filing pursuant to paragraph (b) |
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on (date) pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a)(1) |
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on April 17, 2026 pursuant to paragraph (a)(1) of Rule 485 under the Securities Act of 1933 (“Securities Act”). |
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| If appropriate, check the following box: | |
| ☒ |
this post-effective amendment designates a new effective date for a previously filed post-effective amendment |
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| Check each box that appropriately characterizes the Registrant: | |
| ☐ |
New Registrant (as applicable, a Registered Separate Account or Insurance Company that has not filed a Securities Act
registration statement or amendment thereto within 3 years preceding this filing)
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| ☐ |
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)) |
| ☐ |
If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to
Section 7(a)(2)(B) of Securities Act |
| ☐ |
Insurance Company relying on Rule 12h-7 under the Exchange Act |
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Smaller reporting company (as defined by Rule 12b-2 under the Exchange Act) |
This Post-Effective Amendment is being filed pursuant to Rule 485(b)(1)(iii) under the Securities Act of 1933, as amended, for the sole purpose of delaying the effective date of Post-Effective Amendment No. 2 ("Amendment No. 2") to the Registration Statement File No. 333-268428 filed pursuant to Rule 485(a) under the Securities Act of 1933, as amended, on November 12, 2025. Parts A and B were filed in Amendment No. 1 which was filed on September 3, 2025 and subsequently delayed on November 12, 2025 and are incorporated herein by reference.
Part
C
Other Information
Item 27. Exhibits
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Custodian Agreements. Not applicable. |
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Underwriting Contracts. |
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Contracts, Certificates and Endorsements. |
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Reinsurance Contracts. Not applicable. |
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Administrative Contracts. Not applicable. |
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Other Material Contracts. Not applicable. |
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Consent of Independent Registered Public Accounting Firm. (To be filed by subsequent post-effective amendment to the
Registration Statement.) |
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Omitted Financial Statements. Not applicable. |
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Initial Capital Agreements. Not applicable. |
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Form of Initial Summary Prospectuses. Not applicable |
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Letter Regarding Change in Certifying Accountant. Not applicable. |
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Historical Current Limits on Index Gains. Not applicable. |
| EX-101.INS |
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document
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| EX-101.DEF |
XBRL Taxonomy Extension Definition Linkbase
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| EX-101.LAB |
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XBRL Taxonomy Extension Presentation Linkbase Document |
Item 28. Directors and Officers of the Insurance Company
| Name
and Principal Business Address |
Positions and Offices with Depositor |
| Robert G. Hubbard 200 Park Avenue New York, NY 10166 |
Chairman of the Board and Director |
| Michel A. Khalaf 200 Park Avenue New York, NY 10166 |
President, Chief Executive Officer and Director |
| Carlos M. Gutierrez 200 Park Avenue New York, NY 10166 |
Director |
| Carla Harris 200 Park Avenue New York, NY 10166 |
Director |
| Laura J. Hay 200 Park Avenue New York, NY 10166 |
Director |
| Jeh C. Johnson 200 Park Avenue New York, NY 10166 |
Director |
| Christian S. Mumenthaler 200 Park Avenue New York, NY 10166 |
Director |
| William E. Kennard 200 Park Avenue New York, NY 10166 |
Director |
| Diana L. McKenzie 200 Park Avenue New York, NY 10166 |
Director |
| Denise M. Morrison 200 Park Avenue New York, NY 10166 |
Director |
| Mark A. Weinberger 200 Park Avenue New York, NY 10166 |
Director |
Set forth below is a list of certain principal officers of Metropolitan Life Insurance Company. The principal business address of each principal officer is 200 Park Avenue, New York, NY 10166 unless otherwise noted
below.
| NAME |
POSITIONS WITH DEPOSITOR |
| Michel A. Khalaf |
President and Chief Executive Officer |
| Bryan E. Boudreau |
Executive Vice President & Chief Actuary |
| Marlene Debel |
Executive Vice President and Chief Risk Officer |
| Monica Curtis |
Executive Vice President and Chief Legal Officer and Head of Government Relations |
| John D. McCallion |
Executive Vice President and Chief Financial
Officer |
| John A. Hall |
Executive Vice President and Treasurer |
| William C. O'Donnell |
Executive Vice President, Chief Financial Officer, U.S., MetLife Holdings |
| NAME |
POSITIONS WITH DEPOSITOR |
| Bill Pappas |
Executive Vice President, Global Technology & Operations |
| Adrienne O’Neill |
Executive Vice President and Chief Accounting Officer |
| Ramy Tadros |
Regional President, U.S. Business and Head of MetLife Holdings |
Item 28. Persons Controlled By or Under Common Control With
The Depositor or Registrant
The Registrant is a separate account of Metropolitan Life Insurance Company under the New York Insurance law. Under said law the assets allocated to the Separate Account are the property of Metropolitan Life Insurance Company. Metropolitan Life Insurance Company is a wholly-owned subsidiary of MetLife, Inc., a publicly traded company. The following outline indicates those persons who are controlled by or under common control with MetLife, Inc. No person is controlled by the Registrant.
ORGANIZATIONAL STRUCTURE OF METLIFE, INC. AND
SUBSIDIARIES
AS OF DECEMBER 31, 2025
AS OF DECEMBER 31, 2025
Item 30. Indemnification
As described in their respective governing documents, MetLife, Inc. (the ultimate parent of the Depositor and MetLife Investors Distribution Company, the Registrant’s principal underwriter (the “Underwriter”)), which is incorporated in the state of Delaware, and the Depositor, which is incorporated in the state of New York, shall indemnify any person who is made or is threatened to be made a party to any civil or criminal suit, or any administrative or investigative proceeding, by reason of the fact that such person is or was a director or officer of the respective company, under certain circumstances, against liabilities and expenses incurred by such person.
MetLife, Inc. also has adopted a policy to indemnify employees (“MetLife Employees”) of MetLife, Inc. or its affiliates (“MetLife”), including any MetLife Employees serving as directors or officers of the Depositor or the Underwriter. Under the policy, MetLife, Inc. will, under certain circumstances, indemnify MetLife Employees for losses and expenses incurred in connection with legal actions threatened or brought against them as a result of their service to MetLife. The policy excludes MetLife directors and others who are not MetLife Employees, whose rights to indemnification, if any, are as described in the charter, bylaws or other arrangement of the relevant company.
MetLife, Inc. also maintains a Directors and Officers Liability and Corporate Reimbursement Insurance Policy under which the Depositor and the Underwriter, as well as certain other subsidiaries of MetLife, are covered. MetLife, Inc. also has secured a Financial Institutions Bond.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company, pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Principal Underwriters
(a) Other Activity. MetLife Investors Distribution Company also serves as principal underwriter and distributor of the Contracts. MetLife Investors Distribution Company is the principal underwriter for the following investment companies:
General American Separate Account Eleven
General American Separate Account Twenty-Eight
General American Separate Account Twenty-Nine
General American Separate Account Two
Metropolitan Life Separate Account UL
Metropolitan Life Variable Annuity Separate Account II
Metropolitan Tower Life Separate Account One
Metropolitan Tower Life Separate Account Two
New England Life Retirement Investment Account
New England Variable Annuity Fund I
General American Separate Account Twenty-Eight
General American Separate Account Twenty-Nine
General American Separate Account Two
Metropolitan Life Separate Account UL
Metropolitan Life Variable Annuity Separate Account II
Metropolitan Tower Life Separate Account One
Metropolitan Tower Life Separate Account Two
New England Life Retirement Investment Account
New England Variable Annuity Fund I
Paragon Separate Account A
Paragon Separate Account B
Paragon Separate Account C
Paragon Separate Account D
Separate Account No. 13S
Paragon Separate Account B
Paragon Separate Account C
Paragon Separate Account D
Separate Account No. 13S
(b)
Management. MetLife Investors Distribution Company is the principal underwriter for
the Contracts. The following persons are officers and directors of MetLife Investors Distribution Company. The principal business address for MetLife Investors Distribution Company is 200 Park Avenue, New York, NY 10166.
| Name
and Principal Business Address |
Positions and Offices With Underwriter |
| Jessica T. Good 200 Park Avenue New York, NY 10166 |
Director, Chair of the Board, President and Chief Executive Officer |
| Kelli Buford 200 Park Avenue New York, NY 10166 |
Secretary |
| Michael J. McDermott 200 Park Avenue New York, NY 10166 |
Director and Senior Vice President |
| Michael Yick 1 MetLife Way Whippany, NJ 07981 |
Vice President and Treasurer |
| Alexis Kuchinsky One MetLife Way Whippany, NJ 07981 |
Chief Compliance Officer |
| Geoffrey Fradkin 200 Park Avenue New York, NY 10166 |
Vice President |
| Gabriel Lopez 200 Park Avenue New York, NY 10166 |
Director and Senior Vice President |
| Dan P. Antilley, Jr. 200 Park Avenue New York, NY 10166 |
Senior Vice President and Chief Information Security Officer |
| Thomas J. Schuster 200 Park Avenue New York, NY 10166 |
Director and Senior Vice President |
| Peter Gruppuso 200 Park Avenue New York, NY 10166 |
Assistant Vice President and Chief Financial Officer |
| Geeta Alphonso-Napoli 200 Park Avenue New York, NY 10166 |
Chief Legal Officer |
| Anika Wall 200 Park Avenue New York, NY 10166 |
Director and Vice President |
(c)
Compensation From the Registrant. The following aggregate amount of commissions and
other compensation was received by the Distributor, directly or indirectly, from the Registrant during their last fiscal year:
| (1) Name of Principal Underwriter |
(2) Net Underwriting Discounts and
Commissions |
(3) Compensation on
Redemption |
(4) Brokerage
Commissions |
(5) Other
Compensation |
| MetLife Investors Distribution Company |
[To be filed by
subsequent post-
effective amendment
to the Registration
Statement.] |
$0 |
$0 |
$0 |
Item 32. Location of Account and Records.
The following companies will maintain possession of the documents required by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder:
(a) Metropolitan Life Insurance Company, 200 Park Avenue, New York, NY 10166
(b) MetLife, 18210 Crane Nest Drive, Tampa, FL 33647
(c) MetLife Investors Distribution Company, 200 Park Avenue, New York, NY 10166
Item 33. Management Services.
Not Applicable.
Item 34. Fee Representation and Undertakings.
(a) Depositor hereby makes the following representation:
Metropolitan Life Insurance Company represents that the fees and charges
deducted under the variable annuity contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred and the risks
assumed by Metropolitan Life Insurance Company under the Contract.
(b) Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, and State of New York, on this 29th day of January, 2026.
| Metropolitan Life Separate Account E (Registered Separate Account) | |
| By: |
Metropolitan Life Insurance Company (Insurance Company) |
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| By: |
/s/ Jess Good |
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Vice President |
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Metropolitan Life Insurance Company (Insurance Company) |
| By: |
/s/ Jess Good |
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Vice President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed by the following persons, in the capacities indicated, on January 29, 2026.
| Signature |
Title |
| * |
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| Robert G. Hubbard |
Chairman of the Board and Director |
| * |
|
| Michel A. Khalaf |
President, Chief Executive Officer and Director |
| * |
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| John D. McCallion |
Executive Vice President and Chief Financial Officer |
| * |
|
| Adrienne O’Neill |
Executive Vice President and Chief Accounting Officer |
| * |
|
| Christian S. Mumenthaler |
Director |
| * |
|
| Carlos M. Gutierrez |
Director |
| * |
|
| Carla A. Harris |
Director |
| * |
|
| Laura J. Hay |
Director |
| * |
|
| Jeh C. Johnson |
Director |
| * |
|
| William E. Kennard |
Director |
| * |
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| Diana L. McKenzie |
Director |
| * |
|
| Denise M. Morrison |
Director |
| * |
|
| Mark A. Weinberger |
Director |
| *By: |
/s/ Heather Harker |
| |
Heather Harker Attorney-in-Fact January 29, 2026 |
*
Metropolitan Life Insurance Company. Executed by Heather Harker, on behalf of those
indicated pursuant to powers of attorney.
ATTACHMENTS / EXHIBITS
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