NasdaqFinancialsLife & Health InsuranceS&P MidCap 400
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Close of Nov 06, 2026 · end-of-day data
BHF 8-K filings, explained
Every material Form 8-K Brighthouse Financial has filed with the SEC since June 10, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Brighthouse Financial reported third quarter 2026 net income available to shareholders of $302 million, or $5.21 per diluted share, down from $453 million, or $7.89 per share, a year earlier. Adjusted earnings fell to $527 million, or $9.12 per share, from $970 million, or $16.87 per share, though the company said its annual actuarial review added $314 million of net favorable notable items. The company also said regulatory approvals for the pending $70.00 per share Aquarian Capital acquisition are not expected before the December 6, 2026 Outside Date, and the parties are discussing an extension.
Net income available to shareholders was $302 million, or $5.21 per diluted share, versus $453 million, or $7.89 per share, in the third quarter of 2025.
Adjusted earnings, less notable items, were $213 million, or $3.68 per diluted share, versus $261 million, or $4.54 per share, a year earlier.
Annuity sales were $2.4 billion, including $2.1 billion of Shield Level Annuities, with annuity sales down 12% quarter-over-quarter.
The merger agreement's Outside Date is December 6, 2026; the company and Aquarian Capital are discussing an extension, with no assurance of agreement.
Brighthouse Financial appointed Deputy Chief Accounting Officer Richard A. Cook as Chief Accounting Officer, succeeding Melissa B. Pavlovich, who is leaving the company for a new opportunity. The filing says her departure is not related to financial statements, disclosures, or accounting principles and practices.
Richard A. Cook becomes Chief Accounting Officer effective September 3, 2026, succeeding Melissa B. Pavlovich.
Pavlovich informed the company on August 12, 2026 of her resignation; her last day is September 2, 2026.
Cook's offer letter sets an annual base salary of $425,000, a target short-term incentive of 60% of base salary, and an LTI target valued at $219,500.
Brighthouse Financial reported second quarter 2026 results for the period ended June 30, 2026, with net income available to shareholders of $956 million, or $16.53 per diluted share, up from $60 million, or $1.02 per diluted share, a year earlier. Adjusted earnings were $258 million, or $4.45 per diluted share, compared with $198 million, or $3.43 per diluted share, in the second quarter of 2025, and the company said there were no notable items in the quarter. The pending all-cash acquisition by an affiliate of Aquarian Capital at $70.00 per share remains subject to insurance regulatory approvals in Delaware, New York and Massachusetts.
Net income available to shareholders was $956 million ($16.53 per diluted share), versus $60 million ($1.02 per diluted share) in Q2 2025.
Adjusted earnings were $258 million ($4.45 per diluted share), versus $198 million ($3.43 per diluted share) in Q2 2025.
Annuity sales were $2.4 billion, including $2.1 billion of Shield Level Annuities; life sales were $39 million.
Book value was $4.9 billion ($84.35 per share); the estimated combined RBC ratio was between 430% and 450%.
Brighthouse Financial reported a first-quarter 2026 net loss available to shareholders of $792 million, or $13.82 per diluted share, compared with a loss of $294 million, or $5.04 per share, a year earlier. Adjusted earnings rose slightly to $239 million, or $4.15 per diluted share, from $235 million, or $4.01 per share, a year earlier. The company is being acquired by an affiliate of Aquarian Capital for $70.00 per share in cash, and the deal is expected to close in 2026.
GAAP net loss available to shareholders was $792 million, or $13.82 per diluted share, versus a $294 million loss in Q1 2025
Adjusted earnings were $239 million, or $4.15 per diluted share, versus $235 million, or $4.01 per share, in Q1 2025
Book value was $67.27 per common share as of March 31, 2026; annuity sales were $2.2 billion
Pending Aquarian Capital merger at $70.00 per share in cash, approved by stockholders February 12, 2026, expected to close in 2026
Brighthouse Financial reported fourth-quarter 2025 net income available to shareholders of $112 million, or $1.93 per diluted share, down from $646 million, or $10.79 per diluted share, a year earlier. Adjusted earnings, less notable items, were $227 million, or $3.93 per diluted share, compared with $352 million, or $5.88 per diluted share, in the fourth quarter of 2024. The company is being acquired by Aquarian Capital for $70.00 per share in cash, and shareholders approved the merger on February 12, 2026.
Q4 2025 net income available to shareholders was $112 million ($1.93 per diluted share), versus $646 million ($10.79) in Q4 2024
Q4 2025 adjusted earnings were $214 million ($3.70 per diluted share), versus $304 million ($5.07) in Q4 2024
Full-year 2025 net income available to shareholders was $331 million ($5.71 per diluted share), up from $286 million ($4.64) in 2024
Full-year 2025 adjusted earnings, less notable items, were $931 million ($16.07 per diluted share), down from $1,209 million ($19.63) in 2024
Brighthouse Financial reported third-quarter 2025 net income available to shareholders of $453 million, or $7.89 per diluted share, up from $150 million, or $2.47 per share, a year earlier, including a $316 million net favorable impact from the annual actuarial review. The same day, the company agreed to a definitive merger in which an affiliate of Aquarian Capital LLC will acquire it for $70.00 per share in cash, a transaction valued at about $4.1 billion. The company also canceled its earnings conference call because of the pending deal.
Aquarian Capital affiliate to acquire Brighthouse Financial for $70.00 per share in an all-cash deal valued at about $4.1 billion
Net income available to shareholders of $453 million, or $7.89 per diluted share, versus $150 million, or $2.47, in Q3 2024
Adjusted earnings, less notable items, of $261 million, or $4.54 per diluted share, versus $243 million, or $3.99, in Q3 2024
Estimated combined RBC ratio of 435% to 455%; holding company liquid assets of $1.0 billion as of September 30, 2025
On November 6, 2025, Brighthouse Financial agreed to be acquired by an affiliate of Aquarian Capital for $70.00 per common share in cash, a transaction valued at about $4.1 billion. The price is a 37.0% premium to the unaffected share price of $51.09 on January 27, 2025, and the closing is expected in 2026, subject to stockholder approval, antitrust clearance and insurance regulatory approvals.
Merger consideration of $70.00 per share in cash, about $4.1 billion in total value
Price is a 37.0% premium to the unaffected share price of $51.09 on January 27, 2025
Company would pay a termination fee of about $143.5 million in specified circumstances; Parent would pay about $225.5 million in specified circumstances
Merger may be terminated if not closed by September 6, 2026, extendable to December 6, 2026 in certain cases; the company also cancelled its Q3 2025 earnings call and gave preliminary metrics, including $5.4 billion of statutory total adjus
Brighthouse Financial appointed Myles J. Lambert as Executive Vice President and Chief Operating Officer, effective August 30, 2025, and named Melissa Pavlovich as Chief Accounting Officer effective the same day. The filing discloses Lambert's base salary of $700,000 and a $1.0 million special cash award, and Pavlovich's base salary of $425,000, showing how the company is staffing its senior operations and accounting roles.
Myles J. Lambert, previously Executive Vice President and Chief Distribution and Marketing Officer since August 2017, becomes COO effective August 30, 2025
Lambert's annual base salary is $700,000, with a $1.0 million special cash award payable July 1, 2027, subject to conditions
Melissa Pavlovich succeeds Richard Cook as Chief Accounting Officer effective August 30, 2025; Cook becomes Deputy CAO
Pavlovich's annual base salary is $425,000; she previously led the Company's Tax department
Brighthouse Financial reported second-quarter 2025 net income available to shareholders of $60 million, or $1.02 per diluted share, up from $9 million, or $0.12 per share, a year earlier. Adjusted earnings, the measure management uses to evaluate performance, fell to $198 million, or $3.43 per diluted share, from $346 million, or $5.57 per share, in the second quarter of 2024.
Net income available to shareholders: $60 million ($1.02 per diluted share) vs. $9 million ($0.12) in Q2 2024
Adjusted earnings: $198 million ($3.43 per diluted share) vs. $346 million ($5.57) in Q2 2024
Annuity sales of $2.6 billion, including $1.9 billion of Shield Level Annuities; repurchased $43 million of common stock in the quarter
Estimated combined RBC ratio between 405% and 425%; holding company liquid assets of $0.9 billion as of June 30, 2025
At its June 12, 2025 annual meeting, Brighthouse Financial stockholders elected nine director nominees to one-year terms, ratified Deloitte & Touche LLP as auditor for fiscal 2025, and approved an advisory say-on-pay vote on executive compensation. Stockholders also approved the amended and restated 2017 Stock and Incentive Compensation Plan, with the full plan filed as Exhibit 10.1. The filing reports routine governance outcomes and does not describe any change in company leadership or financial results.
Nine director nominees elected to one-year terms ending at the 2026 Annual Meeting
Deloitte & Touche LLP ratified as independent auditor for fiscal 2025 with 42,787,295 votes for
Say-on-pay approved with 35,210,082 votes for and 2,536,631 against
Amended 2017 Stock and Incentive Compensation Plan approved with 33,168,708 votes for and 4,579,152 against
Brighthouse Financial reported a first-quarter 2025 net loss available to shareholders of $294 million, or $5.04 per diluted share, narrowing from a $519 million loss a year earlier. Adjusted earnings were $235 million, or $4.01 per diluted share, compared with an adjusted loss of $98 million in the first quarter of 2024. Annuity sales fell 21% from the prior quarter, a decline shareholders may weigh against the improved profit figures.
Net loss available to shareholders of $294 million, or $5.04 per diluted share, versus a net loss of $519 million, or $8.22 per share, in Q1 2024.
Adjusted earnings of $235 million, or $4.01 per diluted share, versus an adjusted loss of $98 million a year earlier; includes a $10 million unfavorable notable item.
Annuity sales decreased 21% quarter-over-quarter to $2.3 billion; life sales rose 24% quarter-over-quarter to $36 million.
Repurchased $59 million of common stock in Q1 2025 and a further $26 million through May 6, 2025; holding company liquid assets were $1.0 billion.
Brighthouse Financial reported fourth-quarter 2024 net income available to shareholders of $646 million, or $10.79 per diluted share, compared with a net loss of $942 million, or $14.70 per share, a year earlier. Adjusted earnings were $304 million, or $5.07 per diluted share, up from $177 million, or $2.73, while annuity sales fell 5% year over year. For shareholders, the company also repurchased $250 million of stock in 2024, reducing shares outstanding by about 8%.
Q4 2024 net income available to shareholders: $646 million ($10.79 per diluted share), versus a net loss of $942 million ($14.70) in Q4 2023
Q4 2024 adjusted earnings: $304 million ($5.07 per diluted share), versus $177 million ($2.73) in Q4 2023; includes a $48 million unfavorable notable item
Full-year 2024 net income available to shareholders: $286 million ($4.64 per diluted share), versus a net loss of $1,214 million in 2023
Company repurchased $250 million of common stock in 2024 and about $25 million more through February 7, 2025; holding company liquid assets were $1.1 billion
Brighthouse Financial reported third quarter 2024 net income available to shareholders of $150 million, or $2.47 per diluted share, down from $453 million a year earlier. Adjusted earnings rose to $767 million, but that figure includes $524 million of net favorable notable items tied to the annual actuarial review. The estimated combined RBC ratio of 365% to 385% is below the company's 400% to 450% target range, and the company said it is in the final stages of a reinsurance transaction intended to address this.
Net income available to shareholders was $150 million, or $2.47 per diluted share, versus $453 million, or $6.89 per share, in Q3 2023.
Adjusted earnings were $767 million, or $12.58 per diluted share, including $524 million of net favorable notable items; adjusted earnings less notable items were $243 million, or $3.99 per share.
Estimated combined RBC ratio was between 365% and 385% at September 30, 2024, below the 400% to 450% target range; a reinsurance transaction is in final stages and expected before year-end.
The company repurchased about $64 million of common stock in Q3 2024 and about $215 million year-to-date through November 1, 2024.
Brighthouse Financial said Chief Accounting Officer Kristine H. Toscano intends to resign, with her last day on November 8, 2024, to pursue a new opportunity. The company said her departure is not related to its financial statements, disclosures, or accounting principles, and named Investment Controller Richard Cook as interim Chief Accounting Officer effective November 9, 2024.
Kristine H. Toscano, Chief Accounting Officer, informed the company on October 3, 2024 of her intent to resign; last day is November 8, 2024
Richard Cook, Investment Controller since 2016, to serve as Interim Chief Accounting Officer effective November 9, 2024
Cook's offer letter sets an annual base salary of $300,000 (prorated), a 45% short-term incentive target, and a fiscal 2024 equity target of $135,000
Brighthouse Financial reported second quarter 2024 net income available to shareholders of $9 million, or $0.12 per diluted share, compared with a net loss of $200 million a year earlier. Adjusted earnings rose to $346 million, or $5.57 per diluted share, from $271 million, but the CEO said the statutory capital ratio ended the quarter at or modestly below the low end of its target range.
Q2 2024 net income $9 million ($0.12 per diluted share) vs. net loss of $200 million in Q2 2023
Q2 2024 adjusted earnings $346 million ($5.57 per diluted share) vs. $271 million in Q2 2023
Estimated combined RBC ratio between 380% and 400% as of June 30, 2024; holding company liquid assets $1.2 billion
Repurchased approximately $64 million of common stock in Q2 2024 and about $151 million year-to-date through August 2, 2024
At its June 6, 2024 annual meeting, Brighthouse Financial stockholders elected nine directors, ratified Deloitte & Touche LLP as auditor, approved executive pay on an advisory basis, and approved an amended and restated Employee Stock Purchase Plan. The board will hold say-on-pay votes every year, in line with the one-year frequency stockholders supported. The filing covers routine governance outcomes and reports no financial results.
Nine director nominees were elected to one-year terms ending at the 2025 annual meeting; for example, C. Edward Chaplin received 40,923,380 for votes and 817,056 against.
Say-on-pay advisory vote approved: 41,254,887 for and 467,087 against.
Stockholders recommended a one-year frequency for future say-on-pay votes, with 38,124,494 votes for one year; the board will hold these votes annually.
Employee Stock Purchase Plan approved: 41,657,311 for and 68,750 against; the plan is filed as Exhibit 10.1.
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