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Brighthouse Financial is asking stockholders to vote at its June 2, 2026 virtual annual meeting on three items: electing nine directors, ratifying Deloitte & Touche as auditor for 2026, and approving executive pay in an advisory Say‑on‑Pay vote.
The proxy highlights a pending all‑cash merger under which an affiliate of Aquarian Capital LLC will acquire Brighthouse Financial for $70.00 per share, valuing the deal at about $4.1 billion, following stockholder approval at a February 2026 special meeting and subject to regulatory clearances. The company reports a strong 2025 capital position, including a combined risk‑based capital ratio of 456%, normalized statutory earnings of $1.0 billion, and total annuity sales of about $10.3 billion with record Shield annuity and life insurance volumes.
The board emphasizes independent oversight, with eight of nine directors independent and an independent chair, and discloses that 2025 Say‑on‑Pay support was 93.1%. The compensation program remains pay‑for‑performance focused, using short‑term metrics such as corporate expenses, sales, and normalized statutory earnings, and long‑term performance share units tied to net cash flow to the holding company and statutory expense ratio, plus a relative total shareholder return modifier.
Brighthouse Financial, Inc. Chief Accounting Officer Melissa B. Pavlovich reported routine equity compensation activity. She exercised and settled 5,581 Restricted Stock Units granted in October 2024, receiving the same number of common shares as the RSUs vested.
To cover related tax obligations, 1,588 common shares were withheld and surrendered back, a non-market, tax-withholding disposition rather than an open-market sale. After these transactions, Pavlovich directly holds 12,644 shares of Brighthouse Financial common stock.
Brighthouse Financial, Inc. Chief Accounting Officer Melissa B. Pavlovich reported equity compensation activity involving both stock units and common shares. On February 27 and March 2, 2026, performance share units and restricted stock units vested and converted into common stock, and she also received new RSU and stock awards. A total of 468 and 388 common shares were withheld at a price of $59.98 per share to cover tax obligations on the PSU and RSU vesting, rather than being sold in open-market transactions.
Brighthouse Financial President and CEO Eric T. Steigerwalt reported multiple equity-compensation transactions in late February and early March 2026. On February 27, 2026, he acquired 75,577 shares of common stock as a grant and disposed of 29,740 shares to cover tax obligations at $59.98 per share.
On March 2, 2026, he exercised and converted several batches of Restricted Stock Units (RSUs) into common stock and received additional RSU awards, including a grant of 109,411 RSUs. He also disposed of 13,996 common shares at $59.98 per share for tax withholding tied to vesting of performance share units and RSUs.
Brighthouse Financial, Inc. executive vice president and chief financial officer Edward A. Spehar reported multiple equity award activities. He acquired restricted stock units and common shares through the vesting and conversion of performance share units and RSUs on February 27 and March 2, 2026, while certain common shares were withheld at $59.980 per share to cover tax obligations. Following these transactions, he directly held 64,413 shares of common stock and 33,844 restricted stock units.
Brighthouse Financial, Inc. executive Lin Allie, EVP & General Counsel, reported multiple equity transactions involving performance and restricted stock awards. On February 27, 2026, she acquired 8,974 shares of common stock through a grant or award and had 3,899 shares withheld at $59.98 per share to cover tax obligations tied to vesting.
On March 2, 2026, she exercised or converted several tranches of Restricted Stock Units (RSUs) totaling 1,899, 2,653, and 2,520 units, and received a new award of 19,608 RSUs. RSU vesting and payouts delivered 7,072 common shares, while an additional 3,136 shares were withheld at $59.98 per share to satisfy tax liabilities. Following these transactions, she directly owned 15,462 shares of common stock and 19,608 RSUs.
Brighthouse Financial EVP and COO Myles Lambert reported multiple equity compensation transactions involving performance and restricted stock. On 2026-03-02, he acquired common shares through the vesting and conversion of Restricted Stock Units and Performance Share Units, with some shares withheld to cover related tax obligations. He also received a new grant of 35,595 Restricted Stock Units, each representing the right to one share of Brighthouse Financial common stock, which will vest in installments through 2029-03 as described in the award terms. Separate awards granted in 2023, 2024 and 2025 continued to vest in scheduled tranches, with additional shares withheld at a price of $59.98 per share to satisfy tax liabilities. After these transactions, Lambert directly owned 49,788 shares of Brighthouse Financial common stock.
Brighthouse Financial EVP and Chief HR Officer Vonda Huss reported multiple equity compensation transactions. She received common stock awards of 8,879 shares on February 27, 2026 and new grants of 14,383 restricted stock units on March 2, 2026, both at no cash cost to her.
Several tranches of earlier restricted stock unit and performance share unit awards vested, converting into common shares. On both February 27 and March 2, shares were automatically withheld at prices of $59.98 per share to cover tax obligations upon these vestings, rather than through open-market sales.
Brighthouse Financial EVP & Chief Investment Officer John Rosenthal reported multiple equity compensation transactions. On February 27, 2026, he acquired 15,520 shares of common stock as a grant or award, with 7,907 shares of common stock withheld at $59.98 per share to cover tax obligations tied to vesting.
On March 2, 2026, performance share units and restricted stock units vested, resulting in common stock being delivered through derivative exercises and conversions, along with additional RSU vesting tranches from prior-year awards. He also received a new 23,966-unit RSU award, which will vest in installments as described in the footnotes, and had 5,498 shares withheld at $59.98 per share for taxes.
Brighthouse Financial, Inc. filed its annual report and highlighted a pending acquisition by Aquarian Holdings. Under a November 2025 merger agreement, each share of common stock will be converted at the closing into the right to receive $70.00 in cash, subject to customary withholding.
The company is one of the largest U.S. providers of annuity and life insurance products, with over 2.0 million contracts and policies in force and total assets under management of about $206 billion as of December 31, 2025. Operations are organized into Annuities, Life, Run-off, and Corporate & Other segments.
The report emphasizes extensive risk factors, including the possibility the merger is not completed, impacts from interest rates and market volatility on guarantees, reinsurance counterparty performance, capital and regulatory changes, cyber and privacy risks, and the effects of economic and public health events on results and capital.