Brighthouse Financial, Inc. reported a sharp loss for the three months ended March 31, 2026 while preparing to be acquired. The company has agreed to a cash merger under which each common share will be converted into $70.00 in cash at closing.
For the quarter, total revenues were $1.53 billion, down from $2.39 billion a year earlier, mainly because net derivative results swung from a gain of $311 million to a loss of $509 million. The change in market risk benefits expense also remained large at $748 million.
Brighthouse posted a net loss attributable to the company of $766 million, compared with a $268 million loss in the prior-year period. Net loss available to common shareholders widened to $792 million, or $(13.82) per diluted share, versus $(5.04) per share last year. Stockholders’ equity fell to $5.56 billion at March 31, 2026 from $6.77 billion at year-end 2025, reflecting the loss and lower accumulated other comprehensive income.
Brighthouse Financial, Inc. reported a sharp loss for the three months ended March 31, 2026 while preparing to be acquired. The company has agreed to a cash merger under which each common share will be converted into $70.00 in cash at closing.
For the quarter, total revenues were $1.53 billion, down from $2.39 billion a year earlier, mainly because net derivative results swung from a gain of $311 million to a loss of $509 million. The change in market risk benefits expense also remained large at $748 million.
Brighthouse posted a net loss attributable to the company of $766 million, compared with a $268 million loss in the prior-year period. Net loss available to common shareholders widened to $792 million, or $(13.82) per diluted share, versus $(5.04) per share last year. Stockholders’ equity fell to $5.56 billion at March 31, 2026 from $6.77 billion at year-end 2025, reflecting the loss and lower accumulated other comprehensive income.
Brighthouse Financial reported a first quarter 2026 net loss available to shareholders of $792 million, or $13.82 per diluted share, compared with a net loss of $294 million, or $5.04 per diluted share, a year earlier. The company links this volatility mainly to differences between its hedge targets and GAAP reserving, which are sensitive to market movements.
Non-GAAP performance was steadier. Adjusted earnings were $239 million, or $4.15 per diluted share, versus $235 million, or $4.01, in first quarter 2025, while adjusted earnings, less notable items, were $251 million, or $4.35 per diluted share. Annuity sales were $2.2 billion, largely driven by $1.9 billion of Shield Level Annuities, and life sales were $32 million, both down modestly from prior periods.
Capital and liquidity remained solid. Statutory combined total adjusted capital was $5.0 billion, with an estimated combined risk-based capital ratio between 430% and 450%, at the upper end of the company’s stated target range. Holding company liquid assets totaled $0.9 billion at March 31, 2026.
The release also reiterates a pending all-cash merger. An affiliate of Aquarian Capital LLC has agreed to acquire Brighthouse Financial for $70.00 per share, valuing the transaction at approximately $4.1 billion. Stockholders approved the merger at a special meeting on February 12, 2026, and closing is expected in 2026, subject to customary conditions and regulatory approvals.
Brighthouse Financial reported a first quarter 2026 net loss available to shareholders of $792 million, or $13.82 per diluted share, compared with a net loss of $294 million, or $5.04 per diluted share, a year earlier. The company links this volatility mainly to differences between its hedge targets and GAAP reserving, which are sensitive to market movements.
Non-GAAP performance was steadier. Adjusted earnings were $239 million, or $4.15 per diluted share, versus $235 million, or $4.01, in first quarter 2025, while adjusted earnings, less notable items, were $251 million, or $4.35 per diluted share. Annuity sales were $2.2 billion, largely driven by $1.9 billion of Shield Level Annuities, and life sales were $32 million, both down modestly from prior periods.
Capital and liquidity remained solid. Statutory combined total adjusted capital was $5.0 billion, with an estimated combined risk-based capital ratio between 430% and 450%, at the upper end of the company’s stated target range. Holding company liquid assets totaled $0.9 billion at March 31, 2026.
The release also reiterates a pending all-cash merger. An affiliate of Aquarian Capital LLC has agreed to acquire Brighthouse Financial for $70.00 per share, valuing the transaction at approximately $4.1 billion. Stockholders approved the merger at a special meeting on February 12, 2026, and closing is expected in 2026, subject to customary conditions and regulatory approvals.
Brighthouse Financial director Paul M. Wetzel reported compensation-related equity activity involving deferred restricted stock units (RSUs). On May 1, 2026, he exercised RSU-based derivative awards to receive 4,823 shares of Brighthouse Financial, Inc. common stock at a conversion price of $0.00 per share.
The RSUs were granted for service on the Board under Brighthouse equity plans and had previously vested in June 2023 and June 2024. Shares were delivered according to Wetzel’s deferred compensation elections, with installments scheduled in 2025, 2026 and 2027. The filing also notes 9 shares of common stock held indirectly through his spouse.
Brighthouse Financial director Paul M. Wetzel reported compensation-related equity activity involving deferred restricted stock units (RSUs). On May 1, 2026, he exercised RSU-based derivative awards to receive 4,823 shares of Brighthouse Financial, Inc. common stock at a conversion price of $0.00 per share.
The RSUs were granted for service on the Board under Brighthouse equity plans and had previously vested in June 2023 and June 2024. Shares were delivered according to Wetzel’s deferred compensation elections, with installments scheduled in 2025, 2026 and 2027. The filing also notes 9 shares of common stock held indirectly through his spouse.
Brighthouse Financial director Carol Juel exercised compensation-related stock units into common shares. On May 1, 2026, Juel exercised 3,361 shares of Brighthouse Financial, Inc. common stock from vested Restricted Stock Units awarded for board service.
These RSUs were granted under the company’s 2017 Non-Management Director Stock Compensation Plan and had previously vested and been credited to Juel’s deferred compensation account. After the transaction, Juel directly holds 5,157 shares of common stock. The filing also shows 7,553 Deferred Restricted Stock Units recorded in a deferred compensation arrangement, reflecting ongoing equity-based director compensation rather than open-market buying or selling.
Brighthouse Financial director Carol Juel exercised compensation-related stock units into common shares. On May 1, 2026, Juel exercised 3,361 shares of Brighthouse Financial, Inc. common stock from vested Restricted Stock Units awarded for board service.
These RSUs were granted under the company’s 2017 Non-Management Director Stock Compensation Plan and had previously vested and been credited to Juel’s deferred compensation account. After the transaction, Juel directly holds 5,157 shares of common stock. The filing also shows 7,553 Deferred Restricted Stock Units recorded in a deferred compensation arrangement, reflecting ongoing equity-based director compensation rather than open-market buying or selling.
Vanguard Capital Management reports beneficial ownership of 3,007,422 shares (5.25%) of Brighthouse Financial Inc common stock as of 03/31/2026. The filing states Vanguard has sole dispositive power over 3,007,422 shares and sole voting power for 437,748 shares. The Schedule 13G filing is signed on 04/29/2026 and notes holdings include securities held for Vanguard funds and managed accounts.
Vanguard Capital Management reports beneficial ownership of 3,007,422 shares (5.25%) of Brighthouse Financial Inc common stock as of 03/31/2026. The filing states Vanguard has sole dispositive power over 3,007,422 shares and sole voting power for 437,748 shares. The Schedule 13G filing is signed on 04/29/2026 and notes holdings include securities held for Vanguard funds and managed accounts.
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 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 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, 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 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 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.