Brighthouse Financial filings document the company's annuity and life insurance operations, financial condition, capital structure, and governance. Form 8-K reports include operating results, financial supplements, material-event disclosures, executive-officer changes, and capital-structure information for common stock, preferred-stock depositary shares, and junior subordinated debentures.
Proxy materials describe board and shareholder voting matters, executive compensation, governance practices, and related proposals. The filing record also covers material agreements and segment disclosures for Annuities, Life, Run-off, and Corporate & Other activities, including managed run-off products and funding-agreement activity.
Brighthouse Financial President and CEO Eric T. Steigerwalt reported multiple equity-compensation transactions in late February and early March 2026. On February 27, 2026, he acquired 75,577 shares of common stock as a grant and disposed of 29,740 shares to cover tax obligations at $59.98 per share.
On March 2, 2026, he exercised and converted several batches of Restricted Stock Units (RSUs) into common stock and received additional RSU awards, including a grant of 109,411 RSUs. He also disposed of 13,996 common shares at $59.98 per share for tax withholding tied to vesting of performance share units and RSUs.
Brighthouse Financial, Inc. executive vice president and chief financial officer Edward A. Spehar reported multiple equity award activities. He acquired restricted stock units and common shares through the vesting and conversion of performance share units and RSUs on February 27 and March 2, 2026, while certain common shares were withheld at $59.980 per share to cover tax obligations. Following these transactions, he directly held 64,413 shares of common stock and 33,844 restricted stock units.
Brighthouse Financial, Inc. executive Lin Allie, EVP & General Counsel, reported multiple equity transactions involving performance and restricted stock awards. On February 27, 2026, she acquired 8,974 shares of common stock through a grant or award and had 3,899 shares withheld at $59.98 per share to cover tax obligations tied to vesting.
On March 2, 2026, she exercised or converted several tranches of Restricted Stock Units (RSUs) totaling 1,899, 2,653, and 2,520 units, and received a new award of 19,608 RSUs. RSU vesting and payouts delivered 7,072 common shares, while an additional 3,136 shares were withheld at $59.98 per share to satisfy tax liabilities. Following these transactions, she directly owned 15,462 shares of common stock and 19,608 RSUs.
Brighthouse Financial EVP and COO Myles Lambert reported multiple equity compensation transactions involving performance and restricted stock. On 2026-03-02, he acquired common shares through the vesting and conversion of Restricted Stock Units and Performance Share Units, with some shares withheld to cover related tax obligations. He also received a new grant of 35,595 Restricted Stock Units, each representing the right to one share of Brighthouse Financial common stock, which will vest in installments through 2029-03 as described in the award terms. Separate awards granted in 2023, 2024 and 2025 continued to vest in scheduled tranches, with additional shares withheld at a price of $59.98 per share to satisfy tax liabilities. After these transactions, Lambert directly owned 49,788 shares of Brighthouse Financial common stock.
Brighthouse Financial EVP and Chief HR Officer Vonda Huss reported multiple equity compensation transactions. She received common stock awards of 8,879 shares on February 27, 2026 and new grants of 14,383 restricted stock units on March 2, 2026, both at no cash cost to her.
Several tranches of earlier restricted stock unit and performance share unit awards vested, converting into common shares. On both February 27 and March 2, shares were automatically withheld at prices of $59.98 per share to cover tax obligations upon these vestings, rather than through open-market sales.
Brighthouse Financial EVP & Chief Investment Officer John Rosenthal reported multiple equity compensation transactions. On February 27, 2026, he acquired 15,520 shares of common stock as a grant or award, with 7,907 shares of common stock withheld at $59.98 per share to cover tax obligations tied to vesting.
On March 2, 2026, performance share units and restricted stock units vested, resulting in common stock being delivered through derivative exercises and conversions, along with additional RSU vesting tranches from prior-year awards. He also received a new 23,966-unit RSU award, which will vest in installments as described in the footnotes, and had 5,498 shares withheld at $59.98 per share for taxes.
Brighthouse Financial, Inc. filed its annual report and highlighted a pending acquisition by Aquarian Holdings. Under a November 2025 merger agreement, each share of common stock will be converted at the closing into the right to receive $70.00 in cash, subject to customary withholding.
The company is one of the largest U.S. providers of annuity and life insurance products, with over 2.0 million contracts and policies in force and total assets under management of about $206 billion as of December 31, 2025. Operations are organized into Annuities, Life, Run-off, and Corporate & Other segments.
The report emphasizes extensive risk factors, including the possibility the merger is not completed, impacts from interest rates and market volatility on guarantees, reinsurance counterparty performance, capital and regulatory changes, cyber and privacy risks, and the effects of economic and public health events on results and capital.
Brighthouse Financial, Inc. reported fourth quarter and full-year 2025 results and highlighted progress on its pending sale to Aquarian Capital. Fourth quarter 2025 net income available to shareholders was $112 million, or $1.93 per diluted share, down from $646 million, or $10.79, a year earlier. Adjusted earnings were $214 million, or $3.70 per diluted share, and adjusted earnings, less notable items, were $227 million, or $3.93, versus $352 million, or $5.88, in the prior-year quarter.
For full year 2025, net income available to shareholders was $331 million, or $5.71 per diluted share, compared with $286 million, or $4.64, in 2024. Full-year adjusted earnings, less notable items, were $931 million, or $16.07 per diluted share, down from $1,209 million, or $19.63, in 2024. The company ended 2025 with book value of $5.1 billion, or $88.66 per common share, and book value excluding AOCI of $8.8 billion, or $153.89 per share.
Capital and sales metrics remained strong. Brighthouse cited a preliminary combined risk-based capital ratio of 456%, above its 400%–450% target range in normal markets, and holding company liquid assets of $0.9 billion. Full-year annuity sales were $10.3 billion, up 3% year-over-year, driven by record Shield Level Annuities, while life sales reached a record $143 million, up 19%.
The company also detailed segment performance. In the fourth quarter, Annuities delivered adjusted earnings of $304 million, flat sequentially and up from $279 million a year earlier. Life adjusted earnings were $18 million, down from $52 million in the prior-year quarter, reflecting lower underwriting margin, lower net investment income, higher expenses and a $6 million unfavorable notable item. The Run-off segment recorded an adjusted loss of $58 million, widening from a $27 million loss a year ago, and Corporate & Other posted an adjusted loss of $50 million, compared with break-even results in the prior-year quarter.
Investment results remained sizeable. Fourth quarter net investment income was $1,328 million, with adjusted net investment income of $1,334 million and an adjusted net investment income yield of 4.44%. The company’s investment portfolio totaled $126.0 billion in investments and cash and cash equivalents as of December 31, 2025, led by fixed maturity securities and mortgage loans.
Brighthouse also emphasized statutory capital strength. Preliminary combined total adjusted capital was $5.3 billion and normalized statutory earnings were $1.0 billion for 2025, compared with a normalized statutory loss in 2024. These measures, along with non-GAAP metrics such as adjusted earnings and adjusted net investment income, are used by management to assess underlying performance and capital-generating capacity.
A key strategic development is the pending merger with Aquarian Capital LLC. Under a definitive agreement announced in November 2025, an affiliate of Aquarian Capital will acquire Brighthouse Financial for $70.00 per share in an all-cash transaction valued at approximately $4.1 billion. At a special meeting held on February 12, 2026, Brighthouse shareholders voted to adopt the merger agreement. The transaction is expected to close in 2026, subject to customary closing conditions, including required insurance regulatory approvals.
Brighthouse Financial stockholders approved the previously announced merger under which an affiliate of Aquarian Capital LLC will acquire the company in an all-cash transaction valued at approximately $4.1 billion. Common stockholders are expected to receive $70.00 in cash per share when the deal closes.
At the special meeting, 39,837,608 shares, or about 69.7% of the 57,184,099 shares outstanding as of the record date, were present, constituting a quorum. The merger proposal passed with 39,728,503 votes in favor, representing approximately 99.7% of shares present or represented by proxy. Stockholders also approved, on an advisory basis, merger-related executive compensation and a potential adjournment of the meeting, though adjournment was not needed. The transaction is expected to close in 2026, subject to customary closing conditions and regulatory approvals.
Brighthouse Financial has agreed to be acquired by Aquarian Holdings VI L.P. in an all-cash merger where each share of common stock will be converted into $70.00 in cash, without interest and subject to tax withholding. A special virtual stockholder meeting on February 12, 2026 will ask common stockholders to adopt the Merger Agreement, approve on an advisory basis merger-related compensation for named executive officers, and approve a possible adjournment to solicit more proxies if needed.
The merger requires approval by holders of a majority of the 57,184,099 outstanding common shares as of the January 5, 2026 record date. Brighthouse’s board unanimously determined the deal is fair and in stockholders’ best interests and recommends voting FOR all proposals. The $70.00 price reflects a stated 37.0% premium to the unaffected closing price on January 27, 2025 and 37.7% over the 90‑day VWAP as of November 5, 2025. After closing, Brighthouse will become an indirect wholly owned subsidiary of Aquarian and its common stock will be delisted and deregistered, while its preferred stock and certain debt securities are expected to remain outstanding on current terms.