Every 8-K that Brighthouse Financial, Inc. (BHFAN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BHFAN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BHFAN filings page.
Brighthouse Financial, Inc. (BHF) announced a leadership change in its finance organization. The Board appointed Richard A. Cook, currently Deputy Chief Accounting Officer, as Chief Accounting Officer effective September 3, 2026, succeeding Melissa B. Pavlovich, whose last day will be September 2, 2026. The company states that Ms. Pavlovich’s departure is not related to its financial statements, disclosures, or accounting principles and practices.
In his new role, Mr. Cook will receive an annual base salary of $425,000, a target annual short-term incentive opportunity of 60% of base salary, and a target long-term incentive opportunity valued at $219,500 under the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan, all subject to plan terms and performance goals. Mr. Cook, age 50, has been with Brighthouse since 2016 and previously held senior accounting and reporting roles at MetLife and other financial institutions.
Brighthouse Financial reported net income available to shareholders of $956 million for the quarter ended June 30, 2026, or $16.53 per diluted share, compared with $60 million, or $1.02 per diluted share, in the prior-year quarter. Adjusted earnings were $258 million, or $4.45 per diluted share, versus $198 million, or $3.43 per share, with no notable items in either period.
The Annuities segment generated adjusted earnings of $349 million, above both second-quarter 2025 and first-quarter 2026. The Life and Run-off segments reduced adjusted losses to $4 million and $56 million, respectively, while Corporate & Other recorded an adjusted loss of $31 million. Annuity sales were $2.4 billion, up 11% sequentially but down 7% from the year-ago quarter and 5% year-to-date, as lower fixed annuity sales were partly offset by record Shield Level Annuity sales exceeding $2.1 billion; life sales were $39 million, higher both sequentially and year-over-year.
Book value was $4.9 billion, or $84.35 per share, and $9.0 billion excluding AOCI, or $156.10 per share, as of June 30, 2026. Statutory combined total adjusted capital was $4.9 billion, with an estimated combined risk-based capital ratio between 430% and 450%, at the upper end of the 400% to 450% target range, and holding company liquid assets of $0.9 billion. Brighthouse also highlighted its pending all-cash merger under which an affiliate of Aquarian Capital has agreed to acquire the company for $70.00 per share, valuing the transaction at approximately $4.1 billion; all conditions other than specified insurance regulatory approvals have been satisfied or waived, and closing is expected in 2026.
Brighthouse Financial, Inc. held its 2026 Annual Meeting of Stockholders on June 2, 2026, where stockholders voted on three proposals. All nine director nominees listed in the company’s proxy statement were elected to one-year terms ending at the 2027 Annual Meeting, each receiving over 37.4 million votes in favor with relatively few votes against or abstentions.
Stockholders also ratified Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026, with 43,086,381 votes for, 147,967 against and 80,592 abstentions. In addition, stockholders approved the advisory Say-on-Pay resolution on executive compensation, with 37,075,125 votes for, 545,676 against and 177,414 abstentions, alongside 5,516,725 broker non-votes.
Brighthouse Financial reported a first quarter 2026 net loss available to shareholders of $792 million, or $13.82 per diluted share, compared with a net loss of $294 million, or $5.04 per diluted share, a year earlier. The company links this volatility mainly to differences between its hedge targets and GAAP reserving, which are sensitive to market movements.
Non-GAAP performance was steadier. Adjusted earnings were $239 million, or $4.15 per diluted share, versus $235 million, or $4.01, in first quarter 2025, while adjusted earnings, less notable items, were $251 million, or $4.35 per diluted share. Annuity sales were $2.2 billion, largely driven by $1.9 billion of Shield Level Annuities, and life sales were $32 million, both down modestly from prior periods.
Capital and liquidity remained solid. Statutory combined total adjusted capital was $5.0 billion, with an estimated combined risk-based capital ratio between 430% and 450%, at the upper end of the company’s stated target range. Holding company liquid assets totaled $0.9 billion at March 31, 2026.
The release also reiterates a pending all-cash merger. An affiliate of Aquarian Capital LLC has agreed to acquire Brighthouse Financial for $70.00 per share, valuing the transaction at approximately $4.1 billion. Stockholders approved the merger at a special meeting on February 12, 2026, and closing is expected in 2026, subject to customary conditions and regulatory approvals.
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.