Skip to main content

Brighthouse Financial, Inc.

For the period ended Jun 2, 2026. Filed Apr 14, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 2, 2026 · Filed Apr 14, 2026

BHF$42.60+3.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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.)

Filed by the Registrant

☒

Filed by a party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Brighthouse Financial, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Notice of Annual Meeting of Stockholdersi

Notice of Annual Meeting of Stockholders

On behalf of the Board of Directors, I am honored to invite you to attend the 2026 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 6, 2026 (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

Tuesday, June 2, 2026, at 8:00 a.m., Eastern Time

Meeting Website

www.virtualshareholdermeeting.com/BHF2026

Agenda

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

1.Proposal 1: Election of nine (9) Directors each to serve a one-year term ending at the 2027 Annual Meeting of Stockholders;
2.Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as Brighthouse Financial’s independent registered public accounting firm for fiscal year 2026;
3.Proposal 3: Advisory vote to approve the compensation paid to Brighthouse Financial’s Named Executive Officers; and
4.Any such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Our Board of Directors recommends that you vote “FOR” the election of each of the nominees named in Proposal 1 and “FOR” Proposals 2 and 3. 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:

Internet
Please log on to www.ProxyVote.com and submit a proxy to vote your shares by 11:59 p.m., Eastern Time, on Monday, June 1, 2026.
Telephone
Please call 1-800-690-6903 to submit a proxy to vote your shares until 11:59 p.m., Eastern Time, on Monday, June 1, 2026.
Mail
If you received printed copies of the proxy materials and prefer to submit a proxy to vote your shares by mail, please complete, sign, date, and return your proxy card by mail so that it is received by Brighthouse Financial, Inc., c/o Broadridge Financial Solutions, Inc., prior to the Annual Meeting.
iiNotice of Annual Meeting of Stockholders

You may also attend and vote at the Annual Meeting.

Annual Meeting
You may attend the Annual Meeting virtually and cast your vote at www.virtualshareholdermeeting.com/BHF2026.

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 6, 2026, 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,

Allie Lin

Executive Vice President, General Counsel and Corporate Secretary

Charlotte, North Carolina

April 14, 2026

Important Notice Regarding the Availability of Proxy Materialsfor the Annual Meeting of Stockholders to be Held on June 2, 2026, at 8:00 a.m., Eastern Time The accompanying Proxy Statement, our 2025 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 Stockholdersiii

Chairman’s Letter to Our Stockholders

Dear Fellow Stockholders:

On behalf of the Board of Directors (the “Board”), I am honored to present the 2026 Proxy Statement of Brighthouse Financial, Inc. (“Brighthouse Financial” or the “Company”) and to invite you to our 2026 Annual Meeting of Stockholders (the “Annual Meeting”).

This year’s Annual Meeting follows the announcement of our entry on November 6, 2025 into an Agreement and Plan of Merger (the “Merger Agreement”) under which an affiliate of Aquarian Capital LLC (with its affiliates, “Aquarian”) will acquire Brighthouse Financial for $70.00 per common share in cash (the “Merger”). The Merger Agreement was adopted by Brighthouse Financial stockholders at a special meeting held on February 12, 2026. The Merger is expected to close in 2026 and is subject to customary closing conditions, including receipt of insurance regulatory approvals. At the closing of the Merger, the Company will become a wholly-owned subsidiary of Aquarian.(1)As a Board, our focus has always been to help management grow the long-term value of the Company for our stockholders, and we are excited for this new chapter for the Company, as it continues its mission to help people achieve financial security.

Exploration of a sale. A significant focus of the Board’s work in 2025 was our oversight of a process to explore a potential sale of the Company. The Board and management regularly review the Company’s strategy and financial performance, and over the course of 2024, the Board discussed with management a number of potential strategic alternatives to enhance stockholder value, which included a sale of the Company. We are proud that, after a comprehensive and rigorous process, aided by outside legal and financial advisors, the Board unanimously approved the Company’s entry into the Merger Agreement. At a special meeting held on February 12, 2026, stockholders adopted the Merger Agreement.

Oversight of strategy and risk. While we were engaged in the exploration of a sale of the Company, we remained diligent in the oversight of the Company’s strategy. As we do every year, we discussed with management the Company’s strategic plan, risks and opportunities, including financial strategy and initiatives to protect and grow the Company’s capital; investments strategy; the competitive landscape; product and distribution strategy; human capital matters; as well as operations and technology. For more information on the Board’s oversight of the Company, see “Board Oversight of Strategy” and “Risk Oversight” in this Proxy Statement. In 2025, despite economic uncertainty, the Company continued to execute its growth strategy and achieved strong results, including ayear-end combined risk-based capital ratio of 456%; annuity and life sales that exceeded 2024 results; and corporate expenses (excluding expenses related to the pending acquisition) that were better than plan.

Looking ahead. Since the announcement of the signing of the Merger Agreement, the Board has maintained a dual focus – continuing to support the Company’s activities in anticipation of the closing of the Merger while also maintaining oversight of the Company’s ongoing operations and monitoring risk. As we prepare for the anticipated closing of the Merger in 2026, the Board expresses its sincere appreciation for your investment, support, and engagement over the years. It has been our privilege to oversee the Company on your behalf.

ivChairman’s Letter to Our Stockholders

We encourage you to review the accompanying proxy materials carefully and to vote your shares in accordance with the Board’s recommendations. We look forward to your participation in the Annual Meeting.

Sincerely, Chuck Chaplin Chairman of the Board Brighthouse Financial, Inc. April 14, 2026 (1) For more information about the Merger, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on January 7, 2026.

Proxy Statement; Contents1

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 2, 2026, 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 6, 2026 (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 14, 2026.

Contents

3Proxy Summary
3Proposals for Your Vote
3The Brighthouse Financial Story
42025 Highlights
5Our Board of Directors: Composition and Qualifications
8Corporate Governance Highlights
9Executive Compensation Program Overview
11Proposal 1 – Election of nine (9) Directorseach to serve a one-year term ending at the2027 Annual Meeting of Stockholders
12The Board of Directors
17Board and Corporate Governance Practices
17Commitment to Effective Corporate Governance
18Building Our Board of Directors
20Board Leadership Structure
21Director Independence
21Executive Sessions
22Succession Planning and Talent Management
22Board Oversight of Our Strategy
22Risk Oversight
24Information About Our Board Committees
25Director Compensation
262025 Director Compensation Table
27Director Stock Ownership Guidelines
27Codes of Conduct
28Our Sustainability Journey
30Proposal 2 – Ratification of the appointmentof Deloitte & Touche LLP as BrighthouseFinancial’s independent registered publicaccounting firm for fiscal year 2026
31Fees Paid to Deloitte & Touche LLP
31Audit Committee Pre-Approval Policy
32Audit Committee Report
34Proposal 3 – Advisory vote to approve thecompensation paid to Brighthouse Financial’sNamed Executive Officers
35Compensation Discussion and Analysis
35Named Executive Officers
35CD&A Contents
35Section 1 – Executive Summary
35The Brighthouse Financial Story and 2025 Highlights
35Compensation Philosophy
36Our 2025 Compensation Program
372025 Say-on-Pay Vote
37Compensation Highlights
38CEO Compensation
38Section 2 – 2025 Executive Compensation Program
382025 Compensation Planning Process
39Elements of 2025 Compensation
402025 Target Total Direct Compensation
432025 Short-Term Incentive Awards
452025 Long-Term Incentive Awards
482023 PSU Payouts
2Contents
49Role of the Compensation and Human Capital Committee and Others in Determining Compensation
49Section 3 – Additional Compensation Practices and Policies
49Stock Ownership and Retention Guidelines
50Benefit Plans
52Termination and Change of Control Benefits
52Stock-Based Award Timing Practices
53Tax Deductibility of Executive Compensation
53Hedging and Pledging Prohibition
53Risk Assessment
53Compensation Recovery Policies
54Section 4 – 2026 Compensation Program Overview
542025 Say-on-Pay Vote
542026 STI Program
542026 LTI Program
552026 Target Total Direct Compensation
55Compensation Committee Report
56Compensation Tables
56Summary Compensation Table for 2025
58Grants of Plan-Based Awards in 2025
59Outstanding Equity Awards at 2025 Fiscal Year End
62Option Exercises and Stock Vested in 2025
62Nonqualified Deferred Compensation in 2025
64Potential Payments Upon Termination or Change in Control
67Equity Compensation Plan Information as of December 31, 2025
67CEO Pay Ratio
68Pay Versus Performance
71Certain Relationships and Related PersonTransactions
71Related Person Transaction Approval Policy
71Security Ownership of Certain Beneficial Owners and Management
74The Annual Meeting, Voting, and OtherInformation
74Overview
74Attending the Annual Meeting
75Directors’ Attendance at the Annual Meeting
75Shares Outstanding and Holders of Record Entitled to Vote at the Annual Meeting
75Your Vote is Important
76Quorum Requirement
76Voting Your Shares
77Changing Your Vote or Revoking Your Proxy
78Vote Required for Each Proposal
78Matters to be Presented
78Delivery of Proxy Materials
79Proxy Solicitation Costs
79Vote Tabulation
79Inspector of Election
79Results of the Vote
79Pending Merger
80Other Information
82Forward-Looking Statements
82Website References
83Other Financial Disclosures
Proxy Summary3
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.