Brighthouse Financial, Inc. (BHF) SEC Filings

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.

Brighthouse Financial has agreed to be acquired by Aquarian Holdings VI L.P. in an all-cash merger. At closing, each share of Brighthouse common stock will be converted into the right to receive $70.00 in cash per share, without interest and subject to tax withholding. This price equals a 37.0% premium to the $51.09 closing price on January 27, 2025 and a 37.7% premium to the 90-day volume-weighted average price as of November 5, 2025.

The Brighthouse board unanimously determined the deal is fair and in stockholders’ best interests, approved the merger agreement, and recommends voting FOR the merger, the advisory compensation vote and the adjournment proposal. Goldman Sachs and Wells Fargo each delivered fairness opinions supporting the $70.00 consideration.

A special meeting, held virtually, will ask common stockholders to adopt the merger agreement; approval requires a majority of outstanding common shares as of the record date. If completed, Brighthouse will become a wholly owned subsidiary of Aquarian, its common stock will be delisted from Nasdaq, and the transaction will be taxable for U.S. holders. Preferred stock and junior subordinated debentures will remain outstanding with existing rights.

Brighthouse Financial reported much stronger results for the quarter ended September 30, 2025. Net income attributable to the company rose to $479 million, up from $176 million a year earlier, with diluted earnings per share increasing to $7.89 from $2.47.

Total quarterly revenues were $1.8 billion, down from $2.0 billion, as derivative results and market risk benefit movements remained volatile, but core insurance and investment income were stable. For the first nine months of 2025, net income available to common shareholders improved to $219 million from a loss of $360 million in 2024.

Total assets reached $244.7 billion, while stockholders’ equity attributable to Brighthouse increased to $6.4 billion from $5.0 billion at year-end 2024, supported by higher retained earnings and improved unrealized investment positions. Operating cash flow turned positive at $262 million, and cash and cash equivalents grew to $6.6 billion.

Brighthouse Financial (BHF) furnished quarterly results materials. The company submitted an 8-K noting a news release and a Financial Supplement for the quarter ended September 30, 2025, provided as Exhibits 99.1 and 99.2.

The company states these materials are being furnished under Item 2.02 and, under General Instruction B.2, are not deemed “filed” or incorporated by reference unless specifically referenced.

Brighthouse Financial (BHF) entered a definitive merger agreement on November 6, 2025 with Aquarian Holdings. At closing, Aquarian Beacon Merger Sub Inc. will merge with and into Brighthouse, and Brighthouse will survive as an indirect wholly‑owned subsidiary of Aquarian Holdings VI L.P.

The company distributed merger-related communications, including an employee email and FAQs, a message to distribution partners, and an Aquarian fact sheet (Exhibits 99.1–99.3). A proxy statement will be filed and, when complete, mailed to common stockholders, who are urged to read all SEC materials when available. The filing cautions that completion is subject to regulatory approvals and other customary conditions and notes potential business effects during the pendency of the merger.

Brighthouse Financial entered into a definitive agreement to be acquired by an affiliate of Aquarian Holdings for $70.00 per share in cash, with the company to survive as an indirect wholly owned subsidiary. Closing is subject to a majority stockholder vote and regulatory approvals, including HSR, insurance regulators in Delaware, New York and Massachusetts, and FINRA change‑of‑control approval for Brighthouse Securities.

All outstanding stock options, RSUs (granted before November 6, 2025) and PSUs will vest at closing and convert to cash based on the $70.00 price; RSUs granted on or after November 6, 2025 convert into time‑vested cash awards. No common dividends may be paid before closing. Preferred stock remains outstanding on existing terms, with permitted quarterly dividends up to $412.50 (Series A), $421.875 (Series B), $335.9375 (Series C) and $289.0625 (Series D) per share. Parent financing is committed; financing receipt is not a closing condition.

The agreement includes an outside date of September 6, 2026 (extendable to December 6, 2026 in specified cases). Termination fees apply: approximately $143.5 million payable by the company in certain scenarios and approximately $225.5 million payable by Parent if it fails to close as required.

Brighthouse Financial, Inc. filed a Form S-8 to register securities under its employee benefit plan and incorporates by reference its Annual Report for the fiscal year ended December 31, 2024, and Quarterly Reports for periods ended March 31, 2025, and June 30, 2025. The filing states that Bruce Schindler, Deputy General Counsel of Brighthouse Services, LLC, will provide the opinion on validity and discloses his employment, participation in employee plans, equity compensation and share ownership. The filing describes Delaware law provisions and the registrant’s charter and bylaws that limit director and officer monetary liability, permit indemnification and advancement of litigation expenses, and allow purchase of directors’ and officers’ liability insurance.