Brighthouse Financial Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

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Brighthouse Financial, Inc.

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Notice of Annual Meeting of Stockholders

On behalf of the Board of Directors, I am honored to invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Brighthouse Financial, Inc. (“Brighthouse Financial” or the “Company”).

Brighthouse Financial® will hold its Annual Meeting solely by means of remote communication via the internet (a “virtual meeting”). All stockholders as of April 14, 2025 (the “Record Date”) will be able to attend, vote, and participate in the meeting by remote communication. For additional information about participating in the Annual Meeting, see “Attending the Annual Meeting” in the accompanying Proxy Statement.

Date and Time

Thursday, June 12, 2025, at 8:00 a.m., Eastern Time

Meeting Website

www.virtualshareholdermeeting.com/BHF2025

Agenda

At the Annual Meeting, stockholders will consider and vote on the following matters:

Our Board of Directors recommends that you vote “FOR” the election of each of the nominees named in Proposal 1 and “FOR” Proposals 2, 3, and 4. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.

Voting Your Shares

Stockholders of record who hold shares of Brighthouse Financial common stock, par value $0.01 per share (“shares”), as of the close of business on the Record Date are entitled to vote at the Annual Meeting.

You may submit a proxy to vote your shares in advance of the Annual Meeting by any of the following means:

You may also attend and vote at the Annual Meeting.

Beneficial owners whose shares are held at a brokerage firm, or by a bank or other nominee, should follow the voting instructions that they received from the nominee (see information in the Proxy Statement under “Beneficial Owners or Holders in Street Name”). Participants in retirement and savings plans should refer to the voting instructions in the Proxy Statement under “Voting by Participants in Retirement Plan.”

This notice is being delivered to the holders of shares as of the close of business on April 14, 2025, the record date fixed by the Board of Directors for the purposes of determining the Brighthouse Financial stockholders entitled to receive notice of, and to vote at, the Annual Meeting, and constitutes notice of the Annual Meeting under Delaware law.

By Order of the Board of Directors,

Jacob M. Jenkelowitz

Corporate Secretary

Charlotte, North Carolina

April 29, 2025

Important Notice Regarding the Availability of Proxy Materialsfor the Annual Meeting of Stockholders to be Held on June 12, 2025, at 8:00 a.m., Eastern Time The accompanying Proxy Statement, our 2024 Annual Report to Stockholders, and additional information aboutour Annual Meeting are available at http://investor.brighthousefinancial.com by selecting the appropriate link under “Financial Information” or “News & Events.”

Chairman’s Letter to Our Stockholders

Dear Fellow Stockholders:

On behalf of the Board of Directors, I would like to thank you for your continued support of Brighthouse Financial and your ongoing trust in us to oversee the Company on your behalf. It is my pleasure to present Brighthouse Financial’s 2025 Proxy Statement and cordially invite you to our 2025 Annual Meeting of Stockholders.

2024 was a mixed year for Brighthouse Financial. While management continued to successfully execute its strategy to grow the long-term value of the Company, and the state of the Company remained strong, the Company also experienced some challenges and reported disappointing statutory results.

The Company’s accomplishments in 2024 included maintaining a robust level of holding company liquid assets; continuing to return capital to our stockholders through repurchasing our common stock; delivering record sales of both its Shield® Level Annuities Product Suite (“Shield”) and life insurance; launching new product updates and enhancements; receiving the first deposits from BlackRock’s LifePath Paycheck™, BlackRock’s retirement solution for defined contribution plans for which Brighthouse Financial is one of two annuity providers; and operating at the lowest level of full-year corporate expenses since Brighthouse Financial became an independent, publicly traded company in 2017.

Despite these accomplishments, the Company also delivered statutory results that did not meet its expectations, including a normalized statutory loss that was significantly below plan. While the Company achieved record Shield sales, the growth of its Shield block of business contributed to a strain on statutory results and increased the complexity of the Company’s hedging program. The Company has made significant progress on several strategic initiatives designed to improve capital efficiency, unlock capital, and remain within its target combined risk-based capital (“RBC”) ratio range in normal market conditions. These initiatives include simplifying its variable annuity and Shield hedging strategy, and as of the end of 2024, the Company has fully transitioned to hedging Shield annuity new business on a standalone basis. The Board is pleased with the Company’s progress on its strategic initiatives and is focused on Brighthouse Financial’s financial strategy to maintain its strong financial and capital position.

I would now like to share with you some highlights of the Board’s work in 2024 and our key priorities for 2025.

Strategy and risk oversight. One of the Board’s most important responsibilities is to oversee Brighthouse Financial’s strategy to deliver long-term value for our stockholders. As the Company faces evolving challenges, we remain focused on overseeing the Company’s management of its risks and opportunities. Every year we engage with management in a robust strategic review. In 2024, we discussed Brighthouse Financial’s financial strategy; product and distribution strategy, including the competitive landscape; operations and technology platform, including management of cybersecurity risks; human capital management and succession planning; and investment strategy. A key area of oversight, on which we continue to focus, is the Company’s execution of its strategic initiatives, including the Company’s hedging strategy, reinsurance transactions, and other initiatives that aim to strengthen our statutory capital and deliver positive financial results. For more information on the Board’s oversight of the Company, see “Board Oversight of Strategy” and “Risk Oversight” in this Proxy Statement.

Board composition. As the Company evolves, it is vital that the Board continues to be composed of directors who are qualified to effectively oversee it. We use a skills matrix to regularly assess our composition and to help ensure that the Board, as a whole, contains an appropriate mix of relevant skills, experiences, and backgrounds that allow us to oversee the Company’s strategy and its associated risks and opportunities. For more information on our Board, see “Our Board of Directors: Composition and Qualifications” and “Building our Board of Directors” in this Proxy Statement.

Executive compensation. The Board is committed to implementing an executive compensation program that is based on apay-for-performance philosophy and that aligns management’s interests with that of the Company’s stockholders. For the 2024 compensation program, we adopted a relative total shareholder return metric as a modifier in the Company’s long-term incentive program. We remain committed to carefully assessing the Company’s compensation program to ensure that it continues to reward and incentivize management for strong performance against its evolving strategic goals. For more information on the key features of our executive compensation program, see “Executive Compensation Program Overview” and “Compensation Discussion and Analysis” in this Proxy Statement.

Corporate governance. The Board regularly assesses the Company’s governance policies and practices to ensure that they continue to protect and promote the long-term value of the Company for our stockholders. In addition, the Board regularly reviews the Company’s governance profile to ensure that it remains appropriate as the governance landscape continues to evolve. For more information on the key features of our Board practices and corporate governance program, see “Board and Corporate Governance” in this Proxy Statement.

Stockholder engagement. The Board places great value on the views of our stockholders and other stakeholders, and engagement with our stockholders is a key component of our corporate governance practices. To that end, the Board actively solicits stockholder feedback and regularly engages with our stockholders to learn their insights on topics that are important to them and to the Company. In 2024, we received valuable feedback about the Board’s composition; corporate governance practices; executive compensation; and human capital matters. For more information on our stockholder engagement program and 2024 stockholder engagement highlights, see “Stockholder Engagement” in this Proxy Statement.

Thank you for choosing to invest in Brighthouse Financial. I and the rest of the Board look forward to engaging with you at our 2025 Annual Meeting. As always, I encourage you to read these proxy materials and to vote your shares.

Proxy Statement

The Board of Directors (the “Board” or the “Board of Directors”) of Brighthouse Financial, Inc. (“Brighthouse Financial” or the “Company”) is providing this Proxy Statement in connection with the Annual Meeting of Stockholders to be held on June 12, 2025, at 8:00 a.m., Eastern Time (the “Annual Meeting”) and at any adjournment or postponement thereof. Stockholders holding shares of common stock, par value $0.01 per share, of the Company (“shares”) as of the close of business on April 14, 2025 (the “Record Date”) are entitled to vote at the Annual Meeting. Proxy materials or a Notice of Internet Availability were first made available, sent, or given to the Company’s stockholders on or about April 29, 2025.