Brighthouse Financial (BHF) Proxy Filing summary

Executive summary

• A special meeting is scheduled for February 12, 2026, for shareholders to vote on a proposed merger in which Aquarian Holdings VI L.P. will acquire all outstanding common stock of Brighthouse Financial for $70.00 per share in cash, representing a 37% premium to the unaffected share price prior to the merger announcement.

• The board unanimously recommends voting in favor of the merger, citing a robust sale process, premium to market price, certainty of value, and favorable terms and conditions in the merger agreement.

• The merger is subject to customary closing conditions, including regulatory approvals from insurance regulators in Delaware, Massachusetts, and New York, antitrust clearance, and approval by a majority of outstanding common stockholders.

• If approved, Brighthouse Financial will become a wholly owned subsidiary of Aquarian Holdings, and its common stock will be delisted from Nasdaq.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the merger agreement, (2) an advisory vote on compensation for named executive officers related to the merger, and (3) adjournment of the meeting if more time is needed to solicit votes.

• Approval of the merger requires a majority of outstanding shares; abstentions and failures to vote count as votes against.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board conducted a comprehensive review of strategic alternatives, engaged financial and legal advisors, and oversaw a competitive sale process involving multiple bidders.

• The board considered the interests of shareholders, the fairness of the offer, and the likelihood of closing when making its recommendation.

• The merger agreement allows the board to consider superior proposals and, under certain conditions, to change its recommendation.