Brighthouse Financial (BHF) Proxy filing summary

Executive summary

• Entered into a Merger Agreement in November 2025 for acquisition by an affiliate of Aquarian Capital LLC at $70.00 per share, with closing expected in 2026, subject to regulatory approvals.

• 2025 saw record annuity and life insurance sales, robust liquidity, and a combined risk-based capital ratio of 456%, above the target range.

• Strategic initiatives included simplifying hedging strategies and executing a reinsurance transaction to improve capital efficiency.

• Corporate expenses were $880 million, including $31.6 million related to the pending acquisition; excluding these, expenses were better than plan.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of nine directors for one-year terms, (2) ratification of Deloitte & Touche LLP as independent auditor for 2026, and (3) advisory approval of executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; diverse in skills, experience, and backgrounds.

• Annual director elections, majority voting standard, no poison pill, and one share/one vote structure.

• Board committees (Audit, Compensation and Human Capital, Finance and Risk, Investment, Nominating and Corporate Governance) are chaired by independent directors.

• Regular board and committee self-assessments, director stock ownership guidelines, and mandatory retirement age of 72.