DEF 14A of Brighthouse Financial, Inc., Apr 14, 2026

DEF 14A of Brighthouse Financial, Inc.

Filed Apr 14, 2026 · FY20250001193125-26-154952

Open on EDGAR

  1. Contents

    | 67 | CEO Pay Ratio | | | 68 | Pay Versus Performance | | | 71 | Certain Relationships and Related Person Transactions | | | | 71 | Related Person Transaction Approval Policy | | | 71 | Security Ownership of Certain Beneficial Owners and Management | | 74 | The Annual Meeting, Voting, and Other Information | | | | 74 | Overview | | | 74 | Attending the Annual Meeting | | | 75 | Directors’ Attendance at the Annual Meeting | | | 75 | Shares Outstanding and Holders of Record Entitled to Vote at the Annual Meeting | | | 75 | Your Vote is Important | | | 76 | Quorum Requirement | | | 76 | Voting Your Shares | | | 77 | Changing Your Vote or Revoking Your Proxy | | | 78 | Vote Required for Each Proposal | | | 78 | Matters to be Presented | | | 78 | Delivery of Proxy Materials | | | 79 | Proxy Solicitation Costs | | | 79 | Vote Tabulation | | | 79 | Inspector of Election | | | 79 | Results of the Vote | | | 79 | Pending Merger | | | 80 | Other Information | | 82 | Forward-Looking Statements | | | 82 | Website References | | | 83 | Other Financial Disclosures | |

  2. Board Composition Summary

    Board Composition Summary

  3. Board Composition Summary

    | Name | Age | Demographic Information | Selected Skills and Qualifications | Principal Professional Experience | Independent | Committee Memberships | | Chuck Chaplin Chairman of the Board Director since 2017 | 69 | • Male • Black/ African American | • Senior Leadership • Insurance • Financial Services • Accounting/Financial Reporting • Public Company Board Experience | President, Chief Financial Officer, and Chief Administrative Officer, MBIA Inc. (Retired) | Yes | • Compensation and Human Capital • Executive • Finance and Risk • Nominating and Corporate Governance (Chair) | | Stephen Hooley Director since 2020 | 63 | • Male • White/Caucasian | • Senior Leadership • IT/Cybersecurity • Financial Services • Accounting/Financial Reporting • Public Company Board Experience | Chairman, Chief Executive Officer, and President, DST Systems (Retired) | Yes | • Audit (Chair) • Executive • Investment | | Michael Inserra Director since 2024 | 64 | • Male • White/Caucasian | • Senior Leadership • Insurance • Financial Services • Investments | Partner, Ernst & Young, LLP (Retired) | Yes | • Audit • Investment | | Carol Juel Director since 2021 | 53 | • Female • White/Caucasian | • IT/Cybersecurity • Financial Services • Risk Management • Regulation | Executive Vice President, Chief Technology and Operating Officer, Synchrony Financial | Yes | • Audit • Investment | | Eileen Mallesch Director since 2018 | 70 | • Female • White/Caucasian | • Accounting/Financial Reporting • Insurance • Financial Services • Investments | Senior Vice President and Chief Financial Officer, Nationwide Mutual Insurance Company (Retired) | Yes | • Compensation and Human Capital • Investment (Chair) • Nominating and Corporate Governance | | Diane Offereins Director since 2017 | 68 | • Female • White/Caucasian | • IT/Cybersecurity • Financial Services • Human Capital Management • Regulation | Executive Vice President and President – Payment Services, Discover Financial Services (Retired) | Yes | • Compensation and Human Capital (Chair) • Finance and Risk • Nominating and Corporate Governance | | Eric Steigerwalt Director since 2016 | 64 | • Male • White/Caucasian | • Senior Leadership • Insurance • Financial Services • Investments • Risk Management | President and Chief Executive Officer, Brighthouse Financial, Inc. | No | • Executive (Chair) |

  4. Board Composition Summary

    | 6 | Proxy Summary |

  5. Board Composition Summary

    | Name | Age | Demographic Information | Selected Skills and Qualifications | Principal Professional Experience | Independent | Committee Memberships | | Paul Wetzel Director since 2017 | 66 | • Male • White/Caucasian | • Senior Leadership • Financial Services • Regulation • Risk Management | Chairman of the Global Financial Institutions Group, Deutsche Bank Securities Inc. (Retired) | Yes | • Compensation and Human Capital • Finance and Risk (Chair) • Nominating and Corporate Governance | | Lizabeth Zlatkus Director since 2024 | 67 | • Female • White/Caucasian | • Senior Leadership • Insurance • Financial Services • Public Company Board Experience • Risk Management | Executive Vice President and Chief Risk Officer, The Hartford Financial Services Group (Retired) | Yes | • Audit • Finance and Risk |

  6. Board Composition Summary

    | Proxy Summary | 7 |

  7. The Board of Directors

    The Board of Directors Nominees for Election as Directors for Terms Expiring in 2027

  8. The Board of Directors

    | Age: 69 Director since: 2017 Committees: • Compensation and Human Capital • Executive • Finance and Risk • Nominating and Corporate Governance (Chair) | C. Edward (“Chuck”) Chaplin Chairman of the Board Independent Director Skills and Qualifications Mr. Chaplin is qualified to serve on our Board on the basis of his leadership skills, financial expertise, and deep experience in the insurance industry. | | | | Career Highlights • MBIA, Inc., a provider of financial guarantee insurance (2006 – 2017) • President, Chief Financial Officer, and Chief Administrative Officer (2008 – 2016) • Vice President and Chief Financial Officer (2006 – 2008) • Prudential Financial, Inc., a global insurance and financial services firm (1983 – 2006) • Positions of increasing responsibility, culminating with Senior Vice President and Treasurer | Other Public Company Directorships • MGIC Investment Corp. (2014 – present) Past Public Company Directorships None Other Experience and Service • Rutgers University, Trustee • Executive Leadership Council, Member • Newark School of the Arts, Trustee Emeritus Education • BA, Rutgers College • Master of City and Regional Planning, Harvard University |

  9. The Board of Directors

    | Age: 63 Director since: 2020 Committees: • Audit (Chair) • Executive • Investment | Stephen C. Hooley Independent Director Skills and Qualifications Mr. Hooley is qualified to serve on our Board on the basis of his experience as a chief executive officer, expertise in technology and financial services, and public company board experience. | | | | Career Highlights • DST Systems, Inc., a provider of information processing software and services (2009 – 2018) • Chairman, Chief Executive Officer and President (2014 – 2018) • President and Chief Executive Officer (2012 – 2014) • President and Chief Operating Officer (2009 – 2012) • State Street Corporation, a financial services company (1992 – 2009) • Various leadership positions, culminating as Chief Executive Officer and President, Boston Financial Data Services Corporation, a financial services company which was a joint venture between State Street Corporation and DST Systems (2004 – 2009) | Other Public Company Directorships • Q2 Holdings, Inc. (2020 – present) • Renaissance Re (nominee for election on May 5, 2026) Past Public Company Directorships • Stericycle Inc. (2019 – 2024) • Legg Mason Inc. (2019 – 2020) • DST Systems, Inc. (2012 – 2018) Education • BS, Worcester Polytechnic Institute |

  10. The Board of Directors

    | Proposal 1 — Election of Directors | 13 |

  11. The Board of Directors

    | Age: 64 Director since: 2024 Committees: • Audit • Investment | Michael J. Inserra Independent Director Skills and Qualifications Mr. Inserra is qualified to serve on our Board on the basis of his deep experience in the financial services industry and accounting and audit services as well as his strong leadership skills and operational expertise. | | | | Career Highlights • Independent consultant (2021 – present) • Ernst & Young LLP, an accounting and professional services firm (1983 – 2008, 2010 – 2021) • Partner (1993 – 2021) • Americas Deputy Managing Partner (2015 – 2020) • Vice Chair and Managing Partner, Financial Services Organization (2013 – 2015) • Moore Capital Management, a private global investment firm (2008 – 2010) Other Public Company Directorships None | Past Public Company Directorships None Other Experience and Service • Berkeley Research Group, Board of Directors (2025 – present) • Baker Tilly, Board of Directors (2024 – present) • Brighthouse Life Insurance Company of NY, an indirect wholly-owned subsidiary of Brighthouse Financial (2021 – 2024) • Certified Public Accountant • American Institute of Certified Public Accountants, Member • New York State Society of Certified Public Accountants, Member • Fordham University Gabelli School of Business, Advisory Board Education • BS, Fordham University |

  12. The Board of Directors

    | Age: 53 Director since: 2021 Committees: • Audit • Investment | Carol D. Juel Independent Director Skills and Qualifications Ms. Juel is qualified to serve on our Board on the basis of her background as a senior technology and operations executive with deep technology, cybersecurity, and financial services experience. | | | | Career Highlights • Synchrony Financial, a financial services company (2014 – present) • Executive Vice President, Chief Technology and Operating Officer (2021 – present) • Executive Vice President, Chief Information Officer (2014 – 2021) • General Electric Company, a multinational conglomerate (2004 – 2014) • Chief Information Officer, GE Capital Retail Finance (2011 – 2014) • Vice President, Information Technology, GE Money (2004 – 2011) • Accenture, a professional services and consulting company (1995 – 2004) • Senior Manager, Financial Services | Other Public Company Directorships None Past Public Company Directorships None Other Experience and Service • Girls Who Code, Chair, Board of Directors • College of the Holy Cross, Trustee Education • BA, College of the Holy Cross |

  13. The Board of Directors

    | 14 | Proposal 1 — Election of Directors |

  14. The Board of Directors

    | Age: 70 Director since: 2018 Committees: • Compensation and Human Capital • Investment (Chair) • Nominating and Corporate Governance | Eileen A. Mallesch Independent Director Skills and Qualifications Ms. Mallesch is qualified to serve on our Board on the basis of her financial expertise, experience in the insurance industry, and public company board experience. | | | | Career Highlights • Nationwide Mutual Insurance Company, a U.S. insurance and financial services company (2005 – 2009) • Senior Vice President and Chief Financial Officer of property and casualty insurance business • General Electric, a multinational conglomerate (1998 – 2005) • Senior Vice President and Chief Financial Officer of Genworth Financial Life Insurance Company (2003 – 2005) • Vice President and Chief Financial Officer of GE Financial Employer Services Group (2000 – 2003) • Controller, GE Americom (1998 – 2000) • Asea Brown Boveri, Inc., a multinational power and automation technologies company (1993 – 1998) • International Business Area Controller, Energy Ventures | • PepsiCo, Inc., a multinational food and beverage company (1988 – 1993) • Arthur Andersen, a professional services firm (1985 – 1988) Other Public Company Directorships • Arch Capital Group Ltd. (2021 – present) • Fifth Third Bancorp (2016 – present) Past Public Company Directorships • State Auto Financial Corporation (2010 – 2021) • Libbey Inc. (2016 – 2020) • Bob Evans Farms, Inc. (2008 – 2018) Other Experience and Service • American Institute of Certified Public Accountants, Member Education • BS, City University of New York (CUNY) |

  15. The Board of Directors

    | Age: 68 Director since: 2017 Committees: • Compensation and Human Capital (Chair) • Finance and Risk • Nominating and Corporate Governance | Diane E. Offereins Independent Director Skills and Qualifications Ms. Offereins is qualified to serve on our Board on the basis of her deep financial services, information technology, and cybersecurity experience. | | | | Career Highlights • Discover Financial Services, a direct banking and payment services company (1998 – 2023) • Executive Vice President and President, Payment Services (2010 – 2023) • Executive Vice President, Payment Services (2008 – 2010) • Executive Vice President and Chief Technology Officer (1998 – 2008) Other Public Company Directorships • Flywire Corporation (2023 – present) | Past Public Company Directorships • West Corporation (2015 – 2017) Other Experience and Service • Lendbuzz Inc., Board of Directors (2024 – present) • Bluecode, Board of Directors (2023 – present) • The Chicago Network, former Chair • Children’s Home + Aid, Member, Board of Trustees Education • BBA, Loyola University, New Orleans |

  16. The Board of Directors

    | Proposal 1 — Election of Directors | 15 |

  17. The Board of Directors

    | Age: 64 Director since: 2016 Committees: • Executive (Chair) | Eric T. Steigerwalt President and Chief Executive Officer Skills and Qualifications Mr. Steigerwalt is qualified to serve on our Board on the basis of his deep knowledge of our business, extensive experience in the insurance industry, leadership skills, and broad knowledge of corporate strategy, finance, and investments. Career Highlights • Brighthouse Financial, Inc. (2016 – present) • President and Chief Executive Officer • MetLife, Inc., a global insurance and financial services company (1998 – 2017) • Executive Vice President, U.S. Retail (2012 – 2017) • Executive Vice President and Interim Chief Financial Officer (2011 – 2012) • Executive Vice President, Chief Financial Officer of U.S. Business (2010 – 2011) • Senior Vice President and Chief Financial Officer of U.S. Business (2009 – 2010) • Senior Vice President and Treasurer (2007 – 2009) • Senior Vice President and Chief Financial Officer of Individual Business (2003 – 2007) • AXA S.A., a financial services and insurance company (1993 – 1998) Other Public Company Directorships • FTI Consulting, Inc. (March 2025 – present) Past Public Company Directorships None Other Experience and Service • American Council of Life Insurers (various positions 2018 – present) • Board of Directors • CEO Steering Committees on Consumer Issues, Taxation, and Prudential Issues • PAC Board of Directors Education • BA, Drew University |

  18. The Board of Directors

    | 16 | Proposal 1 — Election of Directors |

  19. The Board of Directors

    | Age: 66 Director since: 2017 Committees: • Compensation and Human Capital • Finance and Risk (Chair) • Nominating and Corporate Governance | Paul M. Wetzel Independent Director Skills and Qualifications Mr. Wetzel is qualified to serve on our Board on the basis of his extensive experience advising financial services firms and knowledge of investment banking and corporate strategy. | | | | Career Highlights • Deutsche Bank Securities Inc., a subsidiary of global investment bank and financial services firm Deutsche Bank AG (“Deutsche Bank”) (2009 – 2016) • Chairman, Global Financial Institutions Group (2013 – 2016) • Head of the Japan Investment Banking Coverage and Advisory Group (2011 – 2013) • Other positions of increasing responsibility at Deutsche Bank or its subsidiaries • Merrill Lynch & Co., Inc., a global investment bank and financial services firm (1992 –2009) • Positions of increasing responsibility in investment banking with a focus on financial institutions | Other Public Company Directorships None Past Public Company Directorships None Other Experience and Service • Eleven Canterbury, Consultant (2021 – present) • Rockefeller Capital Management, Consultant (2018 – present) • National Association of Corporate Directors, Board Leadership Fellow Education • BS, Business Administration, State University of New York at Buffalo • MBA, Finance and Accounting, University of Chicago Graduate School of Business |

  20. The Board of Directors

    | Age: 67 Director since: 2024 Committees: • Audit • Finance and Risk | Lizabeth H. Zlatkus Independent Director Skills and Qualifications Ms. Zlatkus is qualified to serve on our Board on the basis of her deep experience in the insurance industry, financial expertise, and public company board experience. | | | | Career Highlights • The Hartford Financial Services Group, an investment and insurance company (1983 – 2011) • Various leadership positions, culminating as Executive Vice President and Chief Risk Officer (2010 – 2011), Executive Vice President and Chief Financial Officer (2008 – 2010), and President, International and Group Benefits Divisions (2006 – 2008) Other Public Company Directorships • Pathward Financial, Inc. (f/ Meta Financial Group) (2021 – present) • AXIS Capital Holdings Limited (2019 – present) | Past Public Company Directorships • Boston Private Financial Holdings, Inc. (2015 – 2021) • Indivior PLC (2016 – 2019) • DXC Technology Company (2016 – 2017) • Legal & General Group plc (2013 – 2016) Other Experience and Service • The Connecticut Science Center, Member, Board of Trustees, former Chair (2011-2025) Education • BS, Penn State University |

  21. The Board of Directors

    | Board and Corporate Governance Practices — Commitment to Effective Corporate Governance | 17 |

  22. Information About Our Board Committees

    Information About Our Board Committees The Board has established six standing Committees to assist it in carrying out its duties: Audit; Compensation and Human Capital; Executive; Finance and Risk; Investment; and Nominating and Corporate Governance. Each Committee has a Board-approved, written charter that describes such Committee’s roles and responsibilities. Copies of the charters of the Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees are posted on Brighthouse Financial’s website at http://investor.brighthousefinancial.com/corporate-governance/governance-overview. The Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees all comply with applicable SEC and Nasdaq requirements, and are chaired by, and consist solely of, Independent Directors. The Committee Chairs approve the meeting agendas for their respective Committees. Each Committee regularly reports on the matters discussed during its meetings to the full Board and presents recommendations on actions requiring Board approval. On an annual basis, each Committee conducts an evaluation of its performance and reviews the adequacy of, and proposes any applicable changes to, its charter for Board approval. Each Committee has full authority to retain, at Brighthouse Financial’s expense, independent advisors or consultants. Additional information about our Committees follows, including their composition, the number of meetings they held in 2025, and their primary roles and responsibilities.

  23. Information About Our Board Committees

    | Committee | Members | Description | | Audit Committee (1) Meetings held in 2025: 13 | Stephen Hooley (Chair) Michael Inserra Carol Juel Lizabeth Zlatkus | The Audit Committee oversees the Company’s accounting and financial reporting processes; internal control over financial reporting and disclosure and controls procedures; and the work of internal audit and the independent auditor, including their respective audit plans and results. The Audit Committee also oversees the engagement and continued independence of the Company’s independent auditor, assesses its performance, and approves its compensation. The Audit Committee oversees our legal and regulatory compliance processes and programs; information technology, data privacy, and cybersecurity; and issues relating to the integrity of management and compliance with the Company’s codes of conduct. | | Compensation and Human Capital Committee (2) Meetings held in 2025: 6 | Diane Offereins (Chair) Chuck Chaplin Eileen Mallesch Paul Wetzel | The Compensation and Human Capital Committee oversees the Company’s compensation and benefits policies and programs for our executives, including equity and non-equity incentive compensation plans and arrangements, awards under such plans, severance benefits, stock ownership guidelines, and hedging, pledging, and compensation recovery policies. The Compensation and Human Capital Committee also oversees human capital matters, including pay equity; talent and leadership development; the Company’s efforts to attract, engage and retain talent; culture; our inclusion and belonging strategy; and succession planning for the CEO and other executives. For additional information on the responsibilities and activities of the Compensation and Human Capital Committee, including the Committee’s processes for determining executive compensation, see “Compensation Discussion and Analysis.” | | Executive Committee Meetings held in 2025: None | Eric Steigerwalt (Chair) Chuck Chaplin Stephen Hooley | The Executive Committee acts on behalf of the entire Board with respect to certain exigent matters between meetings of the Board. | | Finance and Risk Committee (3) Meetings held in 2025: 6 | Paul Wetzel (Chair) Chuck Chaplin Diane Offereins Lizabeth Zlatkus | The Finance and Risk Committee oversees the Company’s financial plan, policies, and strategies (including capital and liquidity management strategies, the capitalization of Brighthouse Financial and its subsidiaries, and our hedging strategy) and measures Brighthouse Financial’s performance against its business and financial plans; and the Company’s risk management policies and practices. The Finance and Risk Committee oversees and approves actions and policies relating to equity and debt issuances, share repurchase programs, dividends, and mergers and acquisitions. |

  24. Information About Our Board Committees

    | Board and Corporate Governance Practices — Director Compensation | 25 |

  25. Information About Our Board Committees

    | Committee | Members | Description | | Investment Committee (3) Meetings held in 2025: 5 | Eileen Mallesch (Chair) Stephen Hooley Michael Inserra Carol Juel | The Investment Committee oversees, on a consolidated basis, the activities and performance of Brighthouse Financial and its subsidiaries’ general accounts and consolidated separate accounts. The Investment Committee also oversees the enterprise investment strategy, including the review and approval of Enterprise Investment Authorities (“EIAs”) relating to our general accounts and consolidated separate accounts, and the compliance of our investments with our EIAs. In addition, the Investment Committee oversees the execution of our investments operating model, which includes oversight of our engagement of external asset managers. | | Nominating and Corporate Governance Committee (3) Meetings held in 2025: 5 | Chuck Chaplin (Chair) Eileen Mallesch Diane Offereins Paul Wetzel | The Nominating and Corporate Governance Committee oversees the Company’s corporate governance policies and practices, including the Board and Committees’ structure and composition, recruitment and recommendation of Director nominees, Committee assignments, and determinations of Director independence. The Nominating and Corporate Governance Committee develops and oversees the annual self-evaluations for the Board and Committees, as well as the Director orientation process and continuing education programs. The Nominating and Corporate Governance Committee also oversees Brighthouse Financial’s codes of conduct, related person transaction policy (coordinating with the Audit Committee where appropriate), our government relations activities, and our sustainability program, including our approach to environmental issues and corporate responsibility. |

  26. Information About Our Board Committees

    | (1) All Audit Committee members are independent under applicable SEC and Nasdaq rules and are “financially literate.” The Board has determined that Stephen Hooley, Michael Inserra, and Lizabeth Zlatkus each qualifies as an “audit committee financial expert” under applicable SEC rules. |

  27. Information About Our Board Committees

    | (2) All Compensation and Human Capital Committee members are independent under applicable SEC and Nasdaq rules and are “non-employee directors” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |

  28. Information About Our Board Committees

    | (3) All Finance and Risk Committee, Investment Committee, and Nominating and Corporate Governance Committee members are independent under applicable SEC and Nasdaq rules. |

  29. Director Compensation

    Director Compensation Our director compensation program is designed in a manner intended to fairly compensate our non-management Directors for their work as members of the Board and to align their interests with those of our stockholders by delivering over half of the annual retainer in the form of equity-based awards. In designing the Director compensation program, compensation was targeted at the median of the same comparator group we used for our NEOs (see “Compensation Discussion and Analysis – Section 2 – 2025 Executive Compensation Program – 2025 Compensation Planning Process – Compensation Comparator Group”). The Nominating and Corporate Governance Committee regularly reviews director compensation and recommends changes to the Board as necessary. The following table sets forth the compensation program for our non-management Directors.

  30. Director Compensation

    | Description | Amount | Form | | Pay for Board Service | | | | Annual retainer | $285,000 | $120,000 cash and $165,000 equity | | Additional Pay for Service as Chairman or Committee Chair | | | | Chairman of the Board | $200,000 | 50% cash and 50% equity | | Audit Committee Chair | $35,000 | 100% cash | | Other Committee Chairs (Compensation and Human Capital; Nominating and Corporate Governance; Finance and Risk; Investment) | $22,000 | 100% cash |

  31. Director Compensation

    | 26 | Board and Corporate Governance Practices — 2025 Director Compensation Table |

  32. 2025 Director Compensation Table

    2025 Director Compensation Table

  33. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Chuck Chaplin | $242,000 | $264,932 | $506,932 | | Stephen Hooley | $155,000 | $164,972 | $319,972 | | Michael Inserra | $120,000 | $164,972 | $284,972 | | Carol Juel | $120,000 | $164,972 | $284,972 | | Eileen Mallesch | $142,000 | $164,972 | $306,972 | | Diane Offereins | $142,000 | $164,972 | $306,972 | | Paul Wetzel | $142,000 | $164,972 | $306,972 | | Lizabeth Zlatkus | $120,000 | $164,972 | $284,972 |

  34. 2025 Director Compensation Table

    | (1) Fees Earned or Paid in Cash. Each non-management Director is entitled to receive an annual cash retainer of $120,000, or a prorated amount for a shorter period of service. We provide additional retainers to the Chairman and to each Director who serves as the Chair of a standing Committee, the amounts of which are set forth above under the heading “Director Compensation.” All cash retainers are paid in quarterly installments, unless deferred. |

  35. 2025 Director Compensation Table

    | (2) Stock Awards. As part of their annual retainers for 2025, each non-management Director was granted an equity award of 2,837 RSUs on June 12, 2025, with an aggregate grant date fair value equal to $164,972. For his service as Chairman, Mr. Chaplin was granted an additional equity award of 1,719 RSUs on June 12, 2025, with an aggregate grant date fair value equal to $99,960. Amounts in this column represent the aggregate grant date fair value of each applicable award of RSUs, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. For a description of the methodology and assumptions made in determining the aggregate grant date fair value of equity awards, see Note 12 of the Notes to the Consolidated Financial Statements in our annual report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K”). As of December 31, 2025, the Directors listed in the above table held the following number of outstanding, unvested RSUs: Chaplin (4,556); Hooley (2,837); Inserra (2,837); Juel (2,837); Mallesch (2,837); Offereins (2,837); Wetzel (2,837); and Zlatkus (2,837). Pursuant to the Merger Agreement, if the Merger closes, unvested RSUs granted before November 6, 2025 will immediately vest and, unless deferred pursuant to the Director Deferred Compensation Plan (as defined below), become payable. |

  36. 2025 Director Compensation Table

    | Board and Corporate Governance Practices — Director Stock Ownership Guidelines; Codes of Conduct | 27 |

  37. Compensation Philosophy

    | • | Encouraging long-term decision-making: our LTI compensation program includes awards with multiyear, overlapping performance or restriction periods; |

  38. Compensation Philosophy

    | • | Avoiding problematic pay practices: we do not provide excessive perquisites, excessive change-of-control severance pay, or excise tax gross-ups, and we will not reprice stock options without stockholder approval; and |

  39. Our 2025 Compensation Program

    | STI Program | | | | STI Metric | Weighting | Performance Link | | Corporate Expenses | 40% | Effectively managing our expenses by adopting and maintaining an operating model that emphasizes disciplined expense management is a core element of our strategy. | | Sales | 40% | Key driver of revenues and an important indicator of our growth prospects and the strength of our franchise. | | Normalized Statutory Earnings | 20% | Metric used by management to measure our insurance subsidiaries’ ability to pay future distributions and incorporates the effectiveness of our hedging program as well as other factors related to our business. |

  40. Our 2025 Compensation Program

    | LTI Program | | | | LTI Metric | Weighting/ Modifier | Performance Link | | Net Cash Flow to the Holding Company | 60% | Measures net capital distributions from Brighthouse Financial’s operating companies, which strengthen our holding company balance sheet and provide management with flexibility to deploy our capital for various purposes, including return of capital to stockholders. | | Statutory Expense Ratio | 40% | An operating efficiency metric that reflects the ratio of statutory operating expenses to statutory premiums and fee income, and which measures our performance in key strategic areas of expense management and sales growth. | | rTSR Modifier | ±10% | At the end of the three-year measurement period, the PSUs may be adjusted upwards or downwards by 10 percentage points depending on the Company’s total shareholder return (“TSR”) relative to the TSR of a comparator group of companies with high correlation to our industry. |

  41. Compensation Highlights

    Compensation Highlights 2025 STI Awards. The table below presents our 2025 metrics for STI awards (“STI Metrics”), which measure our performance in the areas that are critical to meeting our strategic goals for the year. Brighthouse Financial performance in 2025 resulted in an aggregate Company Performance Factor of 115%. For additional information about our STI awards, see “Compensation Discussion and Analysis – Section 2 – 2025 Executive Compensation Program – Elements of 2025 Compensation” and “– 2025 Short-Term Incentive Awards.” STI awards are made under the Amended and Restated Brighthouse Services, LLC Short-Term Incentive Plan.

  42. Compensation Highlights

    | 2025 STI Metrics (weighting) | Results | Payout Percentage (1) | | Corporate Expenses (40%) (2) | $848.7M | 111% | | Sales (40%) | | 101% | | Annuity (80%) | $10.334B | 99% | | Life (20%) | $142.8M | 109% | | Normalized Statutory Earnings (20%) | $1,037M | 150% | | 2025 Company Performance Factor | | 115% |

  43. Compensation Highlights

    2025 LTI Awards. In the first quarter of 2025, the Independent Directors (with respect to the CEO) and the Compensation and Human Capital Committee (with respect to the other NEOs) awarded LTI awards to each of the NEOs at their respective Target LTI levels. The 2025 LTI awards were a mix of RSUs and PSUs. The 2025 PSUs will reward our NEOs for Brighthouse Financial’s performance over the 2025-2027 performance period. The number of shares issued, if any, at the end of the performance period will depend on the Company’s performance. For information about our 2025 LTI awards, see “Compensation Discussion and Analysis – Section 2 – 2025 Executive Compensation Program – Elements of 2025 Compensation” and “– 2025 Long-Term Incentive Awards.” 2023 PSU Payouts. In the first quarter of 2026, the NEOs received payouts with respect to PSUs granted as part of the 2023 LTI program. The value of these PSUs was based on the Company’s performance for the 2023-2025 performance period against PSU metrics approved by the Compensation and Human Capital Committee and described below. For information about our 2023 PSU Payouts, see “Compensation Discussion and Analysis – Section 2 – 2025 Executive Compensation Program – 2023 PSU Payouts.”

  44. Compensation Highlights

    | 2023 PSU Metrics (weighting) | Results | Payout Percentage (1) | | Statutory Expense Ratio (40%) | 7.78% | 150% | | Net Cash Flow to the Holding Company (60%) | $250M | 75% | | 2023 PSU Payout | | 105% |

  45. CEO Compensation

    | Name | Base Salary | Target STI (as % of Base Salary) | Target LTI (as % of Base Salary) | Target TDC | | Eric Steigerwalt | $1,050,000 | 210% | 625% | $9,817,500 |

  46. CEO Compensation

    | Name | 2025 STI Target | 2025 STI Payout Percentage | 2025 STI Award | | Eric Steigerwalt | $2,205,000 | 115% | $2,535,750 |

  47. CEO Compensation

    2025 LTI Award. In the first quarter of 2025, the Independent Directors approved a 2025 LTI award for Mr. Steigerwalt at his LTI target of $6,562,500, consisting of 70% PSUs and 30% RSUs. The number of PSUs earned, if any, will depend on Brighthouse Financial’s performance against the PSU compensation metrics (“PSU Metrics”) over the 2025-2027 performance period. Additional information about Mr. Steigerwalt’s STI and LTI awards is presented in “Compensation Discussion and Analysis – Section 2 – 2025 Executive Compensation Program” and “Compensation Tables.”

  48. 2025 Compensation Planning Process

    2025 Compensation Planning Process Benchmarking Process. Our Human Resources organization (“HR”) led our 2025 market benchmarking process. We use benchmarking to provide context for the 2025 compensation recommendations for our Senior Leadership Management Group (the “SLMG”), which includes our NEOs and other members of our senior management team. In developing its recommendations, HR consulted with Willis Towers Watson (“WTW”), which serves as management’s compensation consultant. In setting Target TDC for the members of the SLMG, we have adopted a pay positioning strategy that generally seeks to position Target TDC in reference to market median. We modify the pay positioning of individual SLMG members due to a variety of factors, including criticality of role, performance, experience, and retention. We also review the positioning of discrete elements of SLMG members’ compensation, including base salary, target STI, total cash compensation (base salary plus target STI), and LTI. To determine pay positioning, we primarily use WTW’s proprietary database of executive compensation at large diversified insurers, which we supplement with a select compensation comparator group, as described below. Compensation Comparator Group. For compensation benchmarking purposes, we also used a group of peer companies within our industry that are similar to us in terms of assets and revenues and with which we compete for executive talent (the “Comparator Group”). HR, with input from WTW, constructed the Comparator Group and used the companies in the Comparator Group as a second market reference for benchmarking and setting context for pay

  49. 2025 Compensation Planning Process

    recommendations for our NEOs and other members of the SLMG. In constructing the Comparator Group, we aimed to select the most appropriate companies against which Brighthouse Financial’s compensation-related performance should be measured. The Comparator Group consists of thirteen publicly traded companies in the insurance industry with assets and/or revenues between approximately 0.15 to 2.15 times those of Brighthouse Financial. As Brighthouse Financial exclusively sells individual life and annuities products in the United States, comparably sized insurers with a meaningfully different business mix or with significant global operations were excluded from the Comparator Group. Applying these criteria, the Compensation and Human Capital Committee, in consultation with the Committee’s independent compensation consultant, Semler Brossy, determined to use the companies set forth below as its Comparator Group:

  50. 2025 Compensation Planning Process

    For 2026 compensation planning, the Compensation and Human Capital Committee did not make any changes to the peer group. The Compensation and Human Capital Committee will continue to annually review the Comparator Group to include companies of a similar size and business mix and with which Brighthouse Financial competes in the talent market.

  51. Elements of 2025 Compensation

    | Component | Form | Purpose | | Base Salary | Cash (Fixed) | Base salary provides a fixed amount of compensation for service during the year. Base salary is determined based upon a variety of factors, including scope of responsibilities, individual performance, and market data. In line with our pay-for-performance philosophy, Target TDC has been structured so that base salary is the smallest component of pay for our NEOs. | | Short-Term Incentive (STI) Awards | Cash (Variable) | STI awards are annual cash incentive awards that reward NEOs for their performance in 2025. Payout amounts were based both upon the Company’s performance against the 2025 STI Metrics approved by the Compensation and Human Capital Committee and upon the NEO’s individual performance. | | Long-Term Incentive (LTI) Awards | Equity (Variable) | LTI awards are stock-based awards that reward NEOs for their contributions to Brighthouse Financial’s long-term success. 2025 LTI awards consisted of PSUs, which will be paid out at the end of a three-year performance period based on Brighthouse Financial’s performance against quantitative goals, and RSUs, which vest annually in thirds. For the CEO, the LTI award mix is 70% PSUs and 30% RSUs. For all other NEOs, the LTI award mix is 60% PSUs and 40% RSUs. |

  52. 2025 Target Total Direct Compensation

    | Name | Base Salary (1) | Target STI (as % of Base Salary) | Target LTI (as % of Base Salary) | Target TDC | | Eric Steigerwalt | $1,050,000 | 210% | 625% | $9,817,500 | | Ed Spehar (2) | $700,000 | 150% | 290% | $3,780,000 | | Myles Lambert (3) | $700,000 | 140% | 305% | $3,815,000 | | Allie Lin (4) | $590,000 | 125% | 190% | $2,448,500 | | John Rosenthal | $575,000 | 195% | 250% | $3,133,750 |

  53. 2025 Target Total Direct Compensation

    | (3) Changes from Mr. Lambert’s 2024 Target TDC included (i) a salary increase from $650,000 to $700,000 and (ii) an increase to Target LTI from 200% to 305% of base salary, resulting in an increase in Target TDC from $2,860,000 to $3,815,000. |

  54. 2025 Target Total Direct Compensation

    | (4) Changes from Ms. Lin’s 2024 Target TDC included (i) a salary increase from $525,000 to $590,000 and (ii) an increase to Target LTI from 175% to 190% of base salary, resulting in an increase in Target TDC from $2,100,000 to $2,448,500. |

  55. 2025 Target Total Direct Compensation

    | • | metrics should consist of operational or financial drivers of financial performance that are aligned with Brighthouse Financial’s long-term strategy; |

  56. 2025 Target Total Direct Compensation

    | 2025 STI Metrics | Weighting | Definition | Performance Link | | Corporate Expenses | 40% | Corporate expenses includes functional department expenses, public company expenses, certain investment expenses, retirement funding, and incentive compensation. | Effectively managing our expenses is a core element of our strategy. Key challenges to meeting our expense target included navigating inflationary conditions and other macroeconomic factors while making investments to support the Company’s growth. | | Sales | 40% | Annuity sales (80%) – measured as total deposits for annuity products. Life sales (20%) – includes annualized new premium for term life; first-year paid premium for whole life, universal life, and variable universal life; and total paid premium for indexed universal life. | Since our establishment, annuity and life sales have been key drivers of our revenues and value. Annuities represent the greatest portion of our business. Meeting our sales goals involves achievement by organizations across the Company. Key challenges to achieving our sales goals included the uncertain macroeconomic environment and increased competition in certain product classes. |

  57. 2025 Target Total Direct Compensation

    | 2025 STI Metrics | Weighting | Definition | Performance Link | | Normalized Statutory Earnings | 20% | This metric is calculated as follows (as described in our 2025 Form 10-K): statutory pre-tax net gain (loss) from operations adjusted for the favorable or unfavorable impacts of (i) net realized capital gains (losses) before capital gains tax (excluding gains (losses) and taxes transferred to the interest maintenance reserve), (ii) the change in total asset requirement at CTE98*, net of the change in our variable annuity reserves, which are calculated at CTE70*, and (iii) pre-tax unrealized gains (losses) associated with our variable annuities and Shield hedges, net of reinsurance, and other equity risk management strategies. Normalized statutory earnings (loss) may be further adjusted for certain unanticipated items that impact our results in order to help management and investors better understand, evaluate, and forecast those results. | Normalized Statutory Earnings is used by management to measure our insurance subsidiaries’ ability to pay future distributions and incorporates the effectiveness of our hedging program as well as other factors related to our business. It reflects factors that a broad population of STI participants directly impact and influence. This metric is the product of performance across key aspects of management’s strategy, including sales, capital, and expenses. In the long term, normalized statutory earnings contribute to our capacity to generate statutory free cash flow from our operating companies to the parent holding company. Key challenges to achieving our normalized statutory earnings goals included managing the volatility of market performance and interest rates, prudently managing our hedging strategy, and corporate expenses. |

  58. 2025 Target Total Direct Compensation

    | • | Threshold: results in payout of 50% of target value |

  59. 2025 Target Total Direct Compensation

    | • | Target: results in payout of 100% of target value |

  60. 2025 Target Total Direct Compensation

    | • | Maximum: results in payout of 150% of target value |

  61. 2025 Target Total Direct Compensation

    | • | 0% payout if the Company does not achieve the threshold performance level |

  62. 2025 Target Total Direct Compensation

    | • | if threshold performance level is not achieved, then the payout can only be adjusted up to 55% of a metric’s target |

  63. 2025 Target Total Direct Compensation

    | • | if threshold performance is achieved, then the payout can only be adjusted up to 20% above the Company’s actual performance against that metric |

  64. 2025 Target Total Direct Compensation

    | | Performance Level | | | | | | STI Metrics (weighting) | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | Actual Results | Payout Percentage (1) | | Corporate Expenses (40%) | $910M | $860M | $820M | $848.7M(2) | 111% | | Sales (40%) | | | | | 101% | | Annuity (80%) | $6.2B | $10.4B | $13.7B | $10.334B | 99% | | Life (20%) | $78M | $130M | $182M | $142.8M | 109% | | Normalized Statutory Earnings (20%) (2) | $(1.0)B | $200M | $600M | $1,037M | 150% | | 2025 Company Performance Factor | | | | | 115% |

  65. 2025 Short-Term Incentive Awards

    2025 Short-Term Incentive Awards CEO Compensation. Mr. Steigerwalt, with input from HR and Finance, developed corporate performance goals (“CEO Goals”), which consisted of a mix of strategic and operational objectives, that would be used to assess his performance during 2025. In February 2025, the Compensation and Human Capital Committee reviewed the quantitative and qualitative metrics to measure the CEO’s performance and approved the CEO Goals. In January 2026, the Compensation and Human Capital Committee and the Independent Directors considered the Company’s performance overall, Mr. Steigerwalt’s performance against the CEO Goals, his other accomplishments in 2025, and Mr. Steigerwalt’s self-assessment of his performance. The following table describes the 2025 CEO Goals and Mr. Steigerwalt’s key accomplishments.

  66. 2025 Short-Term Incentive Awards

    | CEO Goal | 2025 Performance | | Reduce corporate expenses | • Managed corporate expenses of $848.7 million (excluding expenses associated with the pending acquisition of the Company) which was $11 million better than plan. | | Increase annuity and life insurance sales | • Generated $10.334 billion in annuity sales, which was 99.4% of plan. • Generated $142.8 million in life insurance sales, exceeding plan. | | Deliver normalized statutory earnings | • Delivered normalized statutory earnings of $1,037 million for full-year 2025, which was significantly above plan. | | Achieve focus on growth priorities and operational capabilities | • Led the exploration of a sale of the Company and successful execution of the Merger Agreement. • Executed key annuity and life insurance initiatives to expand our complementary product portfolio and enable our growth ambitions. • Completed the remaining life systems conversions, which will facilitate substantial expense reductions and support the exit from several outstanding transition service agreements. • Drove cost-effective and efficient policy administration and improved service experience via execution against correspondence and online servicing initiatives. | | Maintain strong culture and enhance inclusion and belonging | • Completed succession plans for all SLMG members and critical roles. • Achieved 100% compliance rate for goal-setting and development plan requirements for officers. • Drove talent initiatives to foster our inclusive culture through employee network groups and learning and development programs. • Sustained strong engagement among employees, as demonstrated by results of the Company’s employee engagement survey. |

  67. 2025 Short-Term Incentive Awards

    | 44 | Compensation Discussion and Analysis — Section 2 – 2025 Executive Compensation Program |

  68. 2025 Short-Term Incentive Awards

    The Compensation and Human Capital Committee determined that Mr. Steigerwalt delivered meaningful achievements against the 2025 CEO Goals. Based on the Company’s performance and Mr. Steigerwalt’s accomplishments, the Compensation and Human Capital Committee recommended, and the Independent Directors approved, the following STI award to Mr. Steigerwalt.

  69. 2025 Short-Term Incentive Awards

    | Name | 2025 STI Target | 2025 STI Payout Percentage | 2025 STI Award | | Eric Steigerwalt | $2,205,000 | 115% | $2,535,750 |

  70. 2025 Short-Term Incentive Awards

    Compensation of the Other NEOs. In January 2026, the Compensation and Human Capital Committee considered each NEO’s individual overall performance and achievements in 2025 in relation to Brighthouse Financial’s goals. Mr. Steigerwalt also provided the Compensation and Human Capital Committee with his assessment of the other NEOs’ 2025 performance. While each NEO’s performance was assessed on an individual basis against goals established early in 2025, the Compensation and Human Capital Committee generally aims to recognize that Brighthouse Financial’s performance is the result of the SLMG’s collective efforts to drive performance. Our other NEOs’ 2025 performance highlights are summarized below.

  71. John Rosenthal, Executive Vice President and Chief Investment Officer

    | Name | 2025 STI Payout Percentage | 2025 STI Award | | Ed Spehar | 115% | $1,157,187 | | Myles Lambert | 115% | $1,080,041 | | Allie Lin | 115% | $848,125 | | John Rosenthal | 115% | $1,289,438 |

  72. Accelerated Vesting and Payments of Certain Awards and Other Compensation

    Accelerated Vesting and Payments of Certain Awards and Other Compensation If the Merger closes, certain of our employees (including certain NEOs and other executives) may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code (the “Code”). To mitigate the potential impact of Section 280G and Section 4999 of the Code, the Compensation and Human Capital Committee, on December 9, 2025, approved the acceleration into December 2025 of partial payments of STI awards, that otherwise would have been payable to Mr. Spehar, Mr. Lambert, and Ms. Lin (each, a “Covered NEO”) in March 2026. The approved accelerated payment to a Covered NEO represented payment of the Covered NEO’s 2025 STI award that otherwise would be payable in March 2026, with performance for this purpose deemed to be at least equal to 80% of target. The accelerated payment reduced the corresponding payment a Covered NEO would have otherwise been entitled to receive in March 2026, thereby precluding duplication of payments. Such accelerated payments were reduced by applicable taxes and withholdings. Actual performance under the STI. The 2025 STI performance factor ultimately determined to be applicable for 2025 STI plan participants exceeded 80% of target performance (the minimum performance for purposes of determining the accelerated payment). Therefore, at the time the 2025 STI award was paid to 2025 annual incentive plan participants in March 2026, the Company paid each Covered NEO an amount equal to the difference between the 2025 STI performance factor and 80% with respect to the Covered NEO’s 2025 STI award, less applicable taxes and withholdings.

  73. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards On February 7, 2025, the Independent Directors, on the recommendation of the Compensation and Human Capital Committee, approved an LTI award for Mr. Steigerwalt, and the Compensation and Human Capital Committee approved LTI awards for our other NEOs. The following table shows the breakdown of award vehicles chosen for the 2025 LTI awards.

  74. 2025 Long-Term Incentive Awards

    | Type of Award | Percentage of LTI Award | Vesting Schedule | | Performance Share Units (PSUs) | CEO: 70% Other NEOs: 60% | Cliff vest after year 3; the number of shares issued, if any, is subject to achievement of preestablished performance goals over the 2025-2027 performance period | | Restricted Stock Units (RSUs) | CEO: 30% Other NEOs: 40% | Ratable vesting over 3 years (1/3rd vests at each anniversary) |

  75. 2025 Long-Term Incentive Awards

    | 46 | Compensation Discussion and Analysis — Section 2 – 2025 Executive Compensation Program |

  76. 2025 Long-Term Incentive Awards

    Our 2025 LTI awards were granted on March 1, 2025 (the “Grant Date”). The number of RSUs and PSUs awarded were determined by multiplying the dollar amount of the 2025 LTI award by (i) 70% in the case of PSUs for the CEO or 60% for the other NEOs or (ii) 30% in the case of RSUs for the CEO or 40% for the other NEOs, and then dividing each product by the closing price of a share on the Grant Date (rounded down to the nearest whole share). The following table shows each NEO’s target 2025 LTI award based on the value (rounded) of the LTI award on the Grant Date.

  77. 2025 Long-Term Incentive Awards

    | Name | LTI Award Value | Number of PSUs | Number of RSUs | | Eric Steigerwalt | $6,562,500 | 77,453 | 33,194 | | Ed Spehar | $1,885,000 | 19,069 | 12,712 | | Myles Lambert | $1,300,000 | 13,151 | 8,767 | | Allie Lin | $1,121,000 | 11,340 | 7,560 | | John Rosenthal | $1,437,500 | 14,542 | 9,694 |

  78. 2025 Long-Term Incentive Awards

    Detailed information on the 2025 LTI award for each NEO is reported in the “Grants of Plan-Based Awards in 2025” table. The 2025 PSUs will reward our NEOs for Brighthouse Financial’s performance over the 2025-2027 performance period. The number of shares issued, if any, at the end of the performance period will depend on the Company’s performance. This is consistent with our pay-for-performance philosophy and helps ensure that the NEOs are compensated for their contributions to the Company’s achievement of the business goals set forth in the strategic plan. In establishing the 2025 PSU Metrics, the Compensation and Human Capital Committee was guided by the following principles:

  79. 2025 Long-Term Incentive Awards

    | • | metrics should consist of key results-oriented financial measures that reflect the success of Brighthouse Financial’s long-term strategy; |

  80. 2025 Long-Term Incentive Awards

    | • | metrics should be objective and measurable; |

  81. 2025 Long-Term Incentive Awards

    | • | executive officers should have the ability to directly impact Brighthouse Financial’s performance; and |

  82. 2025 Long-Term Incentive Awards

    | • | metrics should not incentivize management to engage in inappropriately risky behavior. |

  83. 2025 Long-Term Incentive Awards

    Selection of the PSU Metrics was based on the Board’s review of the Company’s strategy and approval of the financial plan. In connection with this review, the Finance and Risk Committee recommended, for the Compensation and Human Capital Committee’s approval, metrics and performance levels that are aligned with the Company’s strategy and financial plan. In setting the performance levels, the Finance and Risk Committee and Compensation and Human Capital Committee considered the Company’s historical performance, risks and opportunities to achieving the goals, and other factors. The Compensation and Human Capital Committee set performance levels that it believes were appropriately rigorous and challenging for management to achieve.

  84. 2025 Long-Term Incentive Awards

    | Compensation Discussion and Analysis — Section 2 – 2025 Executive Compensation Program | 47 |

  85. 2025 Long-Term Incentive Awards

    The following table presents a summary of our 2025 PSU Metrics.

  86. 2025 Long-Term Incentive Awards

    | 2025 PSU Metrics | Weighting/ Modifier | Definition | Performance Link | | Net Cash Flow to the Holding Company | 60% | Net cash flow to the holding company measures net capital distributions from Brighthouse Financial’s operating companies. | Key metric that measures our cash flow, which strengthens our balance sheet and provides management with flexibility to deploy our capital for various purposes, including return of capital to stockholders. | | Statutory Expense Ratio | 40% | Statutory expense ratio is calculated by dividing expenses by direct premiums, assumed premiums (from sales of our fixed indexed annuities by third parties), and fee income. Statutory expense ratio may reflect certain infrequent and/or unpredictable adjustments unrelated to current period performance that are one-time or non-recurring in nature that adhere to our guidelines for normalizing adjustments. | An operating efficiency metric that reflects the ratio of statutory operating expenses to statutory premiums and fee income, which measures our performance in key strategic areas of expense management and sales growth. | | rTSR Modifier | ±10% | TSR is calculated by comparing the average of the applicable company’s closing stock prices over the 20 trading days immediately preceding the first day of the performance period with the average of the applicable company’s closing stock prices over the last 20 trading days of the performance period, including dividends (if any) when actually paid on a reinvested basis during the applicable period. | At the end of the three-year measurement period, the PSUs may be adjusted upwards or downwards by 10 percentage points depending on the Company’s TSR relative to the TSRs of a comparator group of comparable companies in the life insurance and annuities industry. See below for additional detail. |

  87. 2025 Long-Term Incentive Awards

    The treatment of outstanding equity awards upon a termination of employment or a change of control is described below under the heading “Termination and Change of Control Benefits” and in the table “Potential Payments Upon Termination or Change in Control.” Under the terms of the Employee Plan, if an outstanding award will not be assumed or an alternative award provided in connection with a change of control of the Company, the then-outstanding awards will vest and immediately become payable, with outstanding PSUs vesting at target. If the Merger closes, under the terms of the Merger Agreement and the Employee Plan, the 2025 PSU Award will be canceled at the closing and the number of shares of Common Stock subject to each 2025 PSU Award will be determined assuming achievement of the PSU metric at the target level; provided that, if the performance period ends prior to closing, the determination will be based on the actual level of achievement of the PSU metric. For each PSU Metric, the Compensation and Human Capital Committee approved a payout curve based on its evaluation of the likelihood of management achieving those performance levels, as outlined below:

  88. 2025 Long-Term Incentive Awards

    | • | Threshold: results in payout of 50% of target value |

  89. 2025 Long-Term Incentive Awards

    | • | Target: results in payout of 100% of target value |

  90. 2025 Long-Term Incentive Awards

    | • | Maximum: results in payout of 150% of target value |

  91. 2025 Long-Term Incentive Awards

    | • | 0% payout if the Company does not achieve the threshold performance level |

  92. 2025 Long-Term Incentive Awards

    | 48 | Compensation Discussion and Analysis — Section 2 – 2025 Executive Compensation Program |

  93. 2025 Long-Term Incentive Awards

    The Compensation and Human Capital Committee retains discretion to adjust payouts only where performance has been impacted by a significant, non-recurring event and such adjustment is aligned with the Company’s strategic goals. The Compensation and Human Capital Committee expects to exercise this discretion infrequently, if at all. rTSR Modifier. The 2025 PSUs include an rTSR modifier. At the end of the three-year measurement period, the PSUs may be adjusted upwards or downwards by 10 percentage points depending on the Company’s TSR relative to the TSR of a comparator group of companies (the “rTSR Comparator Group”). The following table illustrates how the rTSR Modifier will be applied:

  94. 2025 Long-Term Incentive Awards

    | TSR Ranking Relative to the rTSR Comparator Group | Modifier Application | | ≥75th percentile | Add 10 percentage points | | >25th percentile and <75th percentile | No adjustment | | ≤25th percentile | Subtract 10 percentage points |

  95. 2025 Long-Term Incentive Awards

    The rTSR Comparator Group is different from the Compensation Peer Group because we considered industry comparability as well as company size and other characteristics, such as market risk (beta) and asset leverage, that the Compensation and Human Capital Committee believes are more relevant for measuring TSR.

  96. 2025 Long-Term Incentive Awards

    | CNO Financial Group, Inc. | Lincoln National Corporation | | Corebridge Financial, Inc. | Principal Financial Group, Inc. | | Equitable Holdings, Inc. | Prudential Financial. Inc. | | Jackson Financial Inc. | Unum Group |

  97. 2025 Long-Term Incentive Awards

    If the Compensation and Human Capital Committee determines, in its informed judgment, that a significant event has occurred that the Compensation and Human Capital Committee expects to have, or the Compensation and Human Capital Committee determines has had, a substantial effect on the business or TSR of any company in the rTSR Comparator Group, the Compensation and Human Capital Committee will remove that company from the rTSR Comparator Group. A company that is removed from the rTSR Comparator Group before the end of the performance period will be excluded from the calculation of TSR ranking relative to the rTSR Comparator Group.

  98. 2023 PSU Payouts

    2023 PSU Payouts In March 2026, the NEOs received payouts with respect to PSUs granted as part of the 2023 LTI program. The value of these PSUs was based on the Company’s performance for the 2023-2025 performance period against PSU metrics approved by the Compensation and Human Capital Committee, as described below.

  99. 2023 PSU Payouts

    | 2023 PSU Metric (weighting) | Performance Level | | | Actual Results | Payout Percentage (1) | | | Threshold (50% Payout) | Target (100% Payout) | Maximum (150% Payout) | | | | Statutory Expense Ratio (60%) | 10.90% | 9.10% | 8.50% | 7.78% | 150% | | Net Cash Flow to the Holding Company (40%) | $0B | $0.5B | $1.1B | $250M | 75% | | 2023 PSU Payout | | | | | 105% |

  100. 2023 PSU Payouts

    | (1) Rounded up to the nearest whole number. |

  101. 2023 PSU Payouts

    | Compensation Discussion and Analysis — Section 3 – Additional Compensation Practices and Policies | 49 |

  102. Role of the Compensation and Human Capital Committee and Others in Determining Compensation

    | • | reviewed and approved our equity and non-equity incentive compensation plans and arrangements and, where appropriate or required, recommended such plans and arrangements for approval by the Board and/or our stockholders; and |

  103. Benefit Plans

    Benefit Plans Brighthouse Savings Plan and Auxiliary Plan. Our employees, including our NEOs, are eligible to participate in the Brighthouse Services, LLC Savings Plan and Trust (the “Brighthouse Savings Plan”), which is a tax-qualified 401(k) plan. In addition, certain employees, including our NEOs, are eligible to participate in the Brighthouse Services, LLC Auxiliary Savings Plan (the “Auxiliary Plan”), which is a nonqualified deferred compensation plan. Participants in the Auxiliary Plan receive Company matching and Company non-discretionary contributions that cannot be made to the Brighthouse Savings Plan because a participant’s compensation exceeds certain tax-qualified plan contribution limits imposed under the Code. For the Company matching and Company non-discretionary contributions under the Brighthouse Savings Plan and Auxiliary Plan earned in 2025, see the “All Other Compensation” column in the Summary Compensation Table for 2025. Company matching and Company non-discretionary contributions in the Brighthouse Savings Plan and the Auxiliary Plan become 100% vested after the participant completes two years of service. Under the Auxiliary Plan, in the event of a change of control, all participants will be fully vested in all contributions, including earnings, under the Auxiliary Plan. In addition, no amendments can be made to the Auxiliary Plan after a change of control that would decrease the value of benefits accrued to any participant under the Auxiliary Plan as of the date of the change of control or change the time or form of distribution under the Auxiliary Plan to eliminate lump sum distributions or further defer the timing of payment. See the narrative following the “Nonqualified Deferred Compensation in 2025 ” table for additional information about the Auxiliary Plan. Voluntary Deferred Compensation Plan. The Brighthouse Services, LLC Voluntary Deferred Compensation Plan (“VDCP”), a nonqualified deferred compensation plan, allows a select group of highly compensated employees the opportunity to defer between 10% and 50% of eligible base salary and from 10% to 70% of STI awards. Amounts deferred are notionally invested in investment tracking funds selected by the participant. Participants can elect to have deferred compensation accounts paid, or begin to be paid, in a specific year, which cannot be earlier than May of the third calendar year following the year the compensation was earned, and can elect to receive distributions in either a single lump sum or up to 15 annual installments. In the event of a participant’s death before distributions commence or are completed, the participant’s account balance will be paid in a single lump sum to the participant’s beneficiary. In the event of a change of control, no amendments can be made to the VDCP after a change of control that would

  104. Benefit Plans

    decrease the amount in a participant’s deferred compensation account accrued under the VDCP as of the date of the change of control or modify the time or form of distributions under the VDCP. The only NEO currently participating in the VDCP is Ms. Lin. See the narrative following the “Nonqualified Deferred Compensation in 2025” table for additional information about the VDCP. Limited Death Benefit Plan. Brighthouse Services, LLC (“Brighthouse Services”), a Brighthouse Financial subsidiary, maintains the Brighthouse Services, LLC Limited Death Benefit Plan (the “Limited Death Benefit Plan”) to provide a benefit to the participants who die while employed by Brighthouse Services or its designated affiliates. The participants are employees of Brighthouse Financial who are entitled to a “traditional formula” benefit upon retirement under the MetLife, Inc. Auxiliary Retirement Plan (the “MetLife ARP”) and whose employment transferred from MetLife Group, Inc. to Brighthouse Services in connection with the Separation from MetLife, Inc. Participants who die while employed by Brighthouse Financial are not entitled to a traditional formula benefit under the MetLife ARP. The Limited Death Benefit Plan provides the participants with a benefit in the form of a final wage payment that approximates the MetLife ARP benefit that would be lost should they die while employed by Brighthouse Financial. As of December 31, 2025, the Limited Death Benefit Plan had seven participants, one of whom, Mr. Rosenthal, is an NEO. The potential amount of the benefit to be paid to Mr. Rosenthal is described in the “Potential Payments Upon Termination or Change in Control” table. As an offset to Brighthouse Services’ potential liabilities under the Limited Death Benefit Plan, Brighthouse Services maintains a company-owned life insurance (“COLI”) policy on the life of this NEO participant. Brighthouse Services is the beneficiary under the policy and will receive the COLI proceeds upon the insured’s death. Supplemental Death Benefit Only Plan. In December 2022, Brighthouse Life Insurance Company purchased an insurance company-owned life insurance (“ICOLI”) policy covering the lives of all eligible employees of Brighthouse Services that consented to such coverage. Brighthouse Life Insurance Company is the beneficiary under the policy and will receive the ICOLI proceeds upon the insured’s death. Effective January 1, 2023, Brighthouse Services established the Brighthouse Services, LLC ICOLI Supplemental Death Benefit Only Plan (“Supplemental Death Benefit Only Plan”) to provide a taxable, single lump sum death benefit of $350,000 to the designated beneficiary of any such consenting employee who dies while employed by Brighthouse Services. Each of the NEOs is covered under the ICOLI policy and the Supplemental Death Benefit Only Plan. The potential amount of the death benefit potentially payable to these beneficiaries is described in the “Potential Payments Upon Termination or Change in Control” table.

  105. Termination and Change of Control Benefits

    Termination and Change of Control Benefits The Brighthouse Services, LLC Executive Severance Pay Plan, as amended and restated (the “

  106. Severance Plan

    Severance Plan ”), provides severance pay and related benefits to certain terminated executive officers in consideration of a release of employment-related claims and subject to compliance with certain restrictive covenants. See the “ Potential Payments Upon Termination or Change in Control ” table for additional information about amounts that would be payable to our NEOs under the Severance Plan. The Brighthouse Services, LLC Change of Control Severance Pay Plan, as amended (the “

  107. Change of Control Plan

    Change of Control Plan ”) provides a means to help us retain our senior executive officers while a transaction is pending or during the two-year transition period following the close of a transaction. We believe that the Change of Control Plan aligns the interests of such executives with those of our stockholders and promotes maximum stockholder value without limiting the Company’s flexibility to engage in, or successfully transition after, a transaction. Under the terms of the Change of Control Plan, a covered participant is eligible to receive severance payments if within two years following a change of control the participant (i) is terminated involuntarily without cause or (ii) discontinues employment for “good reason;” or if following the occurrence of a potential change of contr ol th e participant is terminated involuntarily without cause within six months prior to a change of control. See the “ Potential Payments Upon Termination or Change in Control ” table for additional information about amounts that would be payable to our NEOs under the Change of Control Plan. As of December 31, 2025, we had no employment agreements or offer letters with any of our currently employed NEOs that provide for individual severance or change of control benefits. Equity awards held by our NEOs may vest and become payable in the event of termination or a change of control in accordance with the terms of the Employee Plan and the applicable award agreement (including the award agreement supplement). In addition, certain amounts credited to our NEOs under the Employee Plan may vest and become payable in the event of the NEO’s death or termination on or following the NEO’s “Rule of 65 Date,” which is the date that the sum of a participant’s age plus years of service (which for Brighthouse Financial employees at the time of the Separation includes MetLife service) equals or exceeds 65, provided the participant has at least five years of service. See the “ Potential Payments Upon Termination or Change in Control ” table for additional information about amounts that would be payable to our NEOs under the Employee Plan.

  108. Stock-Based Award Timing Practices

    Stock-Based Award Timing Practices Stock-based LTI awards are expected to be granted on an annual basis to our executive officers, including the NEOs, in connection with Board and Compensation and Human Capital Committee meetings occurring in the first quarter of each year. The grant date of such awards generally occurs on or around March 1. Other stock-based awards may be granted from time to time in connection with other circumstances, including the hiring or change of responsibilities of an executive officer. We do not grant equity awards in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. For all stock option awards, the exercise price is the closing price of our common stock on the Nasdaq on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the Nasdaq on the last trading day preceding the date of grant. No stock option awards, including off-cycle stock option awards, were granted to our NEOs in fiscal year 2025. We have also not timed the disclosure of material, nonpublic information for the purpose of affecting the value of executive compensation for NEO grants in fiscal year 2025. | 2026 Proxy Statement

  109. 2026 STI Program

    2026 STI Program Our 2026 STI program is generally consistent with our 2025 program. The Compensation and Human Capital Committee continues to believe that our STI Metrics are linked to Brighthouse Financial’s strategic goals and incentivize behaviors that drive the Company’s success.

  110. 2026 LTI Program

    2026 LTI Program Our 2026 LTI program is generally consistent with our 2025 program. In anticipation of the pending Merger, 2026 LTI awards wholly consist of RSUs. Pursuant to the Merger Agreement, RSUs granted in 2026 and outstanding at the closing of the Merger will be canceled and converted into cash-settled awards (the “Cash Awards”) equal to the product of the (x) merger consideration, multiplied by (y) the number of shares of common stock subject to such award. The Cash Awards will vest in one-third installments on the first through third anniversaries of the applicable grant date (generally subject to continued employment through the applicable vesting date), and will otherwise be subject to the same vesting terms and payment schedule that would have applied to the RSUs immediately prior to closing (including continued vesting for individuals who have reached their Rule of 65 Date, or following a termination without “cause” or constructive termination, in each case within the meaning of the Employee Plan).

  111. 2026 LTI Program

    | Compensation Discussion and Analysis — Compensation Committee Report | 55 |

  112. 2026 Target Total Direct Compensation

    | Name | Base Salary | Target STI (as % of Base Salary) | Target LTI (as % of Base Salary) | Target TDC | | Eric Steigerwalt | $1,050,000 | 210% | 625% | $9,817,500 | | Ed Spehar | $700,000 | 150% | 290% | $3,780,000 | | Myles Lambert | $700,000 | 140% | 305% | $3,815,000 | | Allie Lin (1) | $619,000 (2) | 125% | 190% | $2,568,850 | | John Rosenthal | $575,000 | 195% | 250% | $3,133,750 |

  113. Summary Compensation Table for 2025

    Summary Compensation Table for 2025

  114. Summary Compensation Table for 2025

    | Name and Title | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Eric Steigerwalt President and Chief Executive Officer | 2025 | $1,050,000 | $— | $6,562,473 | $2,535,750 | $312,904 | $10,461,127 | | | 2024 | $1,040,385 | $— | $6,562,428 | $2,160,900 | $305,120 | $10,068,833 | | | 2023 | $1,000,000 | $— | $5,999,954 | $2,680,000 | $326,031 | $10,005,985 | | Ed Spehar Executive Vice President and Chief Financial Officer | 2025 | $665,385 | $— | $1,884,930 | $1,157,187 | $182,975 | $3,890,477 | | | 2024 | $640,385 | $— | $1,884,943 | $955,500 | $151,876 | $3,632,704 | | | 2023 | $600,000 | $— | $1,739,996 | $1,206,000 | $160,301 | $3,706,297 | | Myles Lambert Executive Vice President and Chief Operating Officer | 2025 | $665,385 | $— | $1,299,955 | $1,080,041 | $176,838 | $3,222,219 | | | 2024 | $640,385 | $— | $1,299,957 | $964,600 | $149,951 | $3,054,893 | | | 2023 | $600,000 | $— | $1,199,967 | $1,125,600 | $153,152 | $3,078,719 | | Allie Lin Executive Vice President, General Counsel and Corporate Secretary | 2025 | $577,500 | $— | $1,120,958 | $848,125 | $138,992 | $2,685,575 | | | 2024 | $515,385 | $— | $918,721 | $695,625 | $132,695 | $2,262,426 | | John Rosenthal Executive Vice President and Chief Investment Officer | 2025 | $575,000 | $— | $1,437,437 | $1,289,438 | $165,851 | $3,467,726 | | | 2024 | $575,000 | $— | $1,437,467 | $1,143,675 | $166,955 | $3,323,097 | | | 2023 | $570,192 | $— | $1,437,451 | $1,502,475 | $182,551 | $3,692,669 |

  115. Summary Compensation Table for 2025

    | (1) Salary. Amounts reported in the Salary column reflect the actual amount of base salary paid to each NEO in that year for services to Brighthouse Financial and its subsidiaries. For the relationship of each NEO’s 2025 base salary to that officer’s 2025 Target TDC, see “Compensation Discussion and Analysis – Section 2 – 2025 Executive Compensation Program – 2025 Target Total Direct Compensation.” |

  116. Summary Compensation Table for 2025

    | (2) Stock Awards. Amounts reported in this column reflect the aggregate grant date fair value calculated in accordance with FASB ASC Topic 718, modified to exclude the effect of estimated forfeitures, of the 2025 LTI awards granted as RSUs and PSUs under the Employee Plan. For a description of the methodology and assumptions made in determining the aggregate grant date fair value of equity awards, see Note 12 of the Notes to the Consolidated Financial Statements in our 2025 Form 10-K. |

  117. Summary Compensation Table for 2025

    | 2025 LTI Awards – For further discussion of the performance goals applicable to the PSU awards in 2025, see “Compensation Discussion and Analysis – Section 2 – 2025 Executive Compensation Program – 2025 Long-Term Incentive Awards.” |

  118. Summary Compensation Table for 2025

    | Compensation Tables — Summary Compensation Table for 2025 | 57 |

  119. Summary Compensation Table for 2025

    The table below reports the grant date fair value of the RSUs and PSUs (at the target performance level) granted in 2025 to our NEOs.

  120. Summary Compensation Table for 2025

    | Name | 2025 RSUs (#) | Grant Date Value of 2025 RSUs ($) | 2025 PSUs (#) | Grant Date Value of 2025 PSUs ($) | | Eric Steigerwalt | 33,194 | $1,968,736 | 77,453 | $4,593,737 | | Ed Spehar | 12,712 | $753,948 | 19,069 | $1,130,982 | | Myles Lambert | 8,767 | $519,970 | 13,151 | $779,985 | | Allie Lin | 7,560 | $448,383 | 11,340 | $672,575 | | John Rosenthal | 9,694 | $574,951 | 14,542 | $862,486 |

  121. Summary Compensation Table for 2025

    The following table reports the hypothetical grant date fair value of the PSUs if maximum performance was achieved. Maximum payout of the PSUs is 160% of target (150% for performance against the two PSU Metrics plus 10 percentage points for performance against the rTSR modifier).

  122. Summary Compensation Table for 2025

    | Name | Grant Date Value of 2025 PSUs at Maximum Performance Level ($) | | Eric Steigerwalt | $7,349,932 | | Ed Spehar | $1,809,548 | | Myles Lambert | $1,247,942 | | Allie Lin | $1,076,121 | | John Rosenthal | $1,379,966 |

  123. Summary Compensation Table for 2025

    | (3) Non-Equity Incentive Plan Compensation. The amounts in this column represent each NEO’s 2025 STI award earned in respect of service in 2025. The terms of the STI awards are summarized under “Compensation Discussion and Analysis – Section 2 – 2025 Executive Compensation Program – 2025 Target Total Direct Compensation – 2025 STI Metrics.” |

  124. Summary Compensation Table for 2025

    | (4) All Other Compensation. This column includes Company contributions to the Brighthouse Savings Plan and the Auxiliary Plan in respect of each NEO for 2025, in the following amounts. |

  125. Summary Compensation Table for 2025

    | Name | Brighthouse Savings Plan ($) | Auxiliary Plan ($) | | Eric Steigerwalt | $32,007 | $280,417 | | Ed Spehar | $31,523 | $150,972 | | Myles Lambert | $31,523 | $144,835 | | Allie Lin | $28,314 | $110,197 | | John Rosenthal | $32,100 | $133,271 |

  126. Summary Compensation Table for 2025

    In addition, for each NEO, includes an annual stipend of $480 for home office expenses (which is generally available on the same basis to all employees).

  127. Summary Compensation Table for 2025

    | 58 | Compensation Tables — Grants of Plan-Based Awards in 2025 |

  128. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The following table presents individual awards granted to each NEO for 2025. For information about these awards, see “Compensation Discussion and Analysis – Section 2 – 2025 Executive Compensation Program.”

  129. Grants of Plan-Based Awards in 2025

    | Name | Grant Type | Grant Date (1) | Approval Date (1) | Estimated possible payouts under non-equity incentive plan awards ($) | | | Estimated future payouts under equity incentive plan awards (#) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option Awards (3) | | | | | | Threshold (2) | Target | Maximum (2) | Threshold (2) | Target | Maximum (2) | | | | Eric Steigerwalt | Short-Term Incentive | | | $1,102,500 | $2,205,000 | $3,307,500 | | | | | | | | Restricted Stock Units (4) | 3/1/25 | 2/7/25 | | | | | | | 33,194 | $1,968,736 | | | Performance Share Units (5) | 3/1/25 | 2/7/25 | | | | 30,981 | 77,453 | 123,924 | | $4,593,737 | | Ed Spehar | Short-Term Incentive | | | $525,000 | $1,050,000 | $1,575,000 | | | | | | | | Restricted Stock Units (4) | 3/1/25 | 2/7/25 | | | | | | | 12,712 | $753,948 | | | Performance Share Units (5) | 3/1/25 | 2/7/25 | | | | 7,627 | 19,069 | 30,510 | | $1,130,982 | | Myles Lambert | Short-Term Incentive | | | $490,000 | $980,000 | $1,470,000 | | | | | | | | Restricted Stock Units (4) | 3/1/25 | 2/7/25 | | | | | | | 8,767 | $519,970 | | | Performance Share Units (5) | 3/1/25 | 2/7/25 | | | | 5,260 | 13,151 | 21,041 | | $779,985 | | Allie Lin | Short-Term Incentive | | | $368,750 | $737,500 | $1,106,250 | | | | | | | | Restricted Stock Units (4) | 3/1/25 | 2/7/25 | | | | | | | 7,560 | $448,383 | | | Performance Share Units (5) | 3/1/25 | 2/7/25 | | | | 4,536 | 11,340 | 18,144 | | $672,575 | | John Rosenthal | Short-Term Incentive | | | $560,625 | $1,121,250 | $1,681,875 | | | | | | | | Restricted Stock Units (4) | 3/1/25 | 2/7/25 | | | | | | | 9,694 | $574,951 | | | Performance Share Units (5) | 3/1/25 | 2/7/25 | | | | 5,816 | 14,542 | 23,267 | | $862,486 |

  130. Grants of Plan-Based Awards in 2025

    | (1) The 2025 LTI awards of PSUs and RSUs under the Employee Plan were approved by the Compensation and Human Capital Committee on February 7, 2025 and granted effective March 1, 2025. |

  131. Grants of Plan-Based Awards in 2025

    | (2) For the STI, the Threshold and Maximum reflect 50% and 150% of target, respectively. For the PSUs, the Threshold and Maximum reflect 40% and 160% of target, respectively. |

  132. Grants of Plan-Based Awards in 2025

    | (3) Amounts reported in this column reflect the grant date fair value of each equity-based award granted to the NEOs in 2025 calculated in accordance with ASC Topic 718, modified to exclude the effect of estimated forfeitures. For a description of the methodology and assumptions made in determining the aggregate grant date fair value of equity-based awards, see Note 12 of the Notes to the Consolidated Financial Statements in our 2025 Form 10-K. The aggregate grant date fair value of the PSUs reflects the probable outcome of the performance conditions on the grant date. |

  133. Grants of Plan-Based Awards in 2025

    | Compensation Tables — Outstanding Equity Awards at 2025 Fiscal Year End | 59 |

  134. Grants of Plan-Based Awards in 2025

    | (4) The Compensation and Human Capital Committee awarded RSUs to our NEOs as part of their 2025 LTI awards under the Employee Plan. RSUs are scheduled to ratably vest at a rate of one-third of the award on the first three anniversaries of the Grant Date listed. The value at vesting will depend on Brighthouse Financial’s stock price at the time of vesting. For additional information about the RSUs, see “Compensation Discussion and Analysis – Section 2 – 2025 Executive Compensation Program – 2025 Long-Term Incentive Awards.” |

  135. Grants of Plan-Based Awards in 2025

    | (5) The Compensation and Human Capital Committee awarded PSUs to our NEOs as part of their 2025 LTI awards under the Employee Plan. PSUs cliff vest subject to achievement of specified performance criteria following the conclusion of the three-year performance cycle. Whether any PSUs actually vest and the value at vesting will depend on both Brighthouse Financial’s stock price at the time of vesting and Brighthouse Financial’s actual achievement of metrics approved by the Compensation and Human Capital Committee (Net Cash Flow to the Holding Company (60%) and Statutory Expense Ratio (40%)). Each PSU Metric has a threshold performance level (payout of 50% of target value), target performance level (100% of target value) and maximum performance level (150% of target value). There is also a relative Total Shareholder Return Modifier of +/- 10% that can take the threshold performance level to 40% of target value and the maximum performance level to 160% of target value. For additional information about the PSUs, see “Compensation Discussion and Analysis – Section 2 – 2025 Executive Compensation Program – 2025 Long-Term Incentive Awards.” |

  136. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information concerning unexercised options and stock-based awards that have not vested for each NEO as of December 31, 2025.

  137. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Award Date / Award Type | Number of Securities Underlying Unexercised Options Exercisable (1) | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (2) | Market Value of Shares or Units that Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (5) | | Eric Steigerwalt | 5/23/18 (NQSO) | 92,137 | 0 | $53.47 | 2/29/28 | | | | | | | 3/1/23 (RSU) | | | | | 10,283 | $666,236 | | | | | 3/1/23 (PSU) | | | | | 75,577 | $4,896,634 | | | | | 3/1/24 (RSU) | | | | | 28,433 | $1,842,174 | | | | | 3/1/24 (PSU) | | | | | | | 99,517 | $6,447,706 | | | 3/1/25 (RSU) | | | | | 33,194 | $2,150,639 | | | | | 3/1/25 (PSU) | | | | | | | 77,453 | $5,018,180 |

  138. Outstanding Equity Awards at 2025 Fiscal Year End

    | 60 | Compensation Tables — Outstanding Equity Awards at 2025 Fiscal Year End |

  139. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Award Date / Award Type | Number of Securities Underlying Unexercised Options Exercisable (1) | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (2) | Market Value of Shares or Units that Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (5) | | Ed Spehar | 3/1/23 (RSU) | | | | | 3,976 | $257,605 | | | | | 3/1/23 (PSU) | | | | | 18,786 | $1,217,145 | | | | | 3/1/24 (RSU) | | | | | 10,889 | $705,498 | | | | | 3/1/24 (PSU) | | | | | | | 24,501 | $1,587,420 | | | 3/1/25 (RSU) | | | | | 12,712 | $823,610 | | | | | 3/1/25 (PSU) | | | | | | | 19,069 | $1,235,481 | | Myles Lambert | 5/23/18 (NQSO) | 15,816 | 0 | $53.47 | 2/29/28 | | | | | | | 3/1/23 (RSU) | | | | | 2,742 | $177,654 | | | | | 3/1/23 (PSU) | | | | | 12,955 | $839,354 | | | | | 3/1/24 (RSU) | | | | | 7,510 | $486,573 | | | | | 3/1/24 (PSU) | | | | | | | 16,897 | $1,094,757 | | | 3/1/25 (RSU) | | | | | 8,767 | $568,014 | | | | | 3/1/25 (PSU) | | | | | | | 13,151 | $852,053 | | Allie Lin | 3/1/23 (RSU) | | | | | 1,899 | $123,036 | | | | | 3/1/23 (PSU) | | | | | 8,974 | $581,425 | | | | | 3/1/24 (RSU) | | | | | 5,307 | $343,841 | | | | | 3/1/24 (PSU) | | | | | | | 11,942 | $773,722 | | | 3/1/25 (RSU) | | | | | 7,560 | $489,812 | | | | | 3/1/25 (PSU) | | | | | | | 11,340 | $734,719 |

  140. Outstanding Equity Awards at 2025 Fiscal Year End

    | Compensation Tables — Outstanding Equity Awards at 2025 Fiscal Year End | 61 |

  141. Outstanding Equity Awards at 2025 Fiscal Year End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Award Date / Award Type | Number of Securities Underlying Unexercised Options Exercisable (1) | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (2) | Market Value of Shares or Units that Have Not Vested (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (5) | | John Rosenthal | 5/23/18 (NQSO) | 22,522 | 0 | $53.47 | 2/29/28 | | | | | | | 3/1/23 (RSU) | | | | | 3,285 | $212,835 | | | | | 3/1/23 (PSU) | | | | | 15,520 | $1,005,541 | | | | | 3/1/24 (RSU) | | | | | 8,304 | $538,016 | | | | | 3/1/24 (PSU) | | | | | | | 18,685 | $1,210,601 | | | 3/1/25 (RSU) | | | | | 9,694 | $628,074 | | | | | 3/1/25 (PSU) | | | | | | | 14,542 | $942,176 |

  142. Outstanding Equity Awards at 2025 Fiscal Year End

    | (1) Represents non-qualified stock options (“NQSOs”) granted on March 1, 2018, and approved by stockholders on May 23, 2018, of which one-third vested annually on March 1 of each of 2019, 2020, and 2021. |

  143. Outstanding Equity Awards at 2025 Fiscal Year End

    | (2) The following RSUs vest one-third annually as follows: (i) RSUs granted on March 1, 2023 vest on March 1 of 2024, 2025, and 2026; (ii) RSUs granted on March 1, 2024 vest on March 1 of 2025, 2026, and 2027; and (iii) RSUs granted on March 1, 2025 vest on March 1 of 2026, 2027, and 2028. |

  144. Outstanding Equity Awards at 2025 Fiscal Year End

    | The PSUs granted on March 1, 2023 were paid out in the first quarter of 2026 at 105% of target value based on actual performance during the 2023-2025 performance period. |

  145. Outstanding Equity Awards at 2025 Fiscal Year End

    | (3) The market value of RSUs was determined by multiplying the number of shares by $64.79, the closing price of the shares on December 31, 2025. |

  146. Outstanding Equity Awards at 2025 Fiscal Year End

    | The market value of the 2023 PSUs was determined by multiplying the number of shares earned, determined based on actual performance during the 2023-2025 performance period, by $64.79, the closing price of the shares on December 31, 2025. |

  147. Outstanding Equity Awards at 2025 Fiscal Year End

    | (4) PSUs cliff-vest subject to achievement of specified performance criteria. Shares reported above are based on performance through 2025 as follows: (i) PSUs granted on March 1, 2024 at target and (ii) PSUs granted on March 1, 2025 at target. |

  148. Outstanding Equity Awards at 2025 Fiscal Year End

    | (5) The market value of PSUs was determined by multiplying the number of shares reported above by $64.79 (the closing price of the shares on December 31, 2025). |

  149. Outstanding Equity Awards at 2025 Fiscal Year End

    | 62 | Compensation Tables — Option Exercises and Stock Vested in 2025; Nonqualified Deferred Compensation in 2025 |

  150. Option Exercises and Stock Vested in 2025

    Option Exercises and Stock Vested in 2025 The following table provides information regarding all RSUs and PSUs held by the NEOs that vested during 2025. No options were exercised by any NEO during 2025.

  151. Option Exercises and Stock Vested in 2025

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Eric Steigerwalt | 108,642 | $6,443,557 | | Ed Spehar | 32,060 | $1,901,479 | | Myles Lambert | 45,578 | $2,573,453 | | Allie Lin | 5,617 | $333,144 | | John Rosenthal | 25,327 | $1,502,144 |

  152. Nonqualified Deferred Compensation in 2025

    Nonqualified Deferred Compensation in 2025 The following table presents nonqualified deferred compensation paid to our NEOs for 2025.

  153. Nonqualified Deferred Compensation in 2025

    | Name | Plan Name | Executive Contributions in Last Fiscal Year | Company Contributions in Last Fiscal Year (1) | Aggregate Gains (Losses) in Last Fiscal Year (2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year End (3) | | Eric Steigerwalt | Auxiliary Plan | $0 | $280,417 | $226,266 | $0 | $2,988,108 | | Ed Spehar | Auxiliary Plan | $0 | $150,972 | $55,789 | $0 | $882,929 | | Myles Lambert | Auxiliary Plan | $0 | $144,835 | $(11,538) | $0 | $988,558 | | Allie Lin | Auxiliary Plan | $0 | $110,197 | $19,298 | $0 | $285,419 | | Allie Lin | VDCP | $245,276 | $0 | $79,810 | $0 | $777,929 | | John Rosenthal | Auxiliary Plan | $0 | $133,271 | $89,853 | $0 | $1,537,840 |

  154. Nonqualified Deferred Compensation in 2025

    | (1) Amounts in this column are reported as components of employer contributions to the Auxiliary Plan for Fiscal 2025 in the “All Other Compensation” column of the Summary Compensation Table for 2025 above. |

  155. Nonqualified Deferred Compensation in 2025

    | (2) Amounts represent the change in value based on simulated investments (described under “Auxiliary Plan” and “Voluntary Deferred Compensation Plan”, as applicable, below) selected by the NEO, including dividend equivalents credited to accounts in the year. |

  156. Nonqualified Deferred Compensation in 2025

    | (3) Amounts in this column that were previously reported in the “All Other Compensation” column of the Summary Compensation Table for years prior to 2025 (to the extent that the NEO was a NEO at the time) were, in the aggregate, as follows for Mr. Steigerwalt: $1,749,872; Mr. Spehar: $508,363; Mr. Lambert: $452,654; Mr. Rosenthal: $938,867; and Ms. Lin: $86,569. |

  157. Auxiliary Plan

    | Compensation Tables — Nonqualified Deferred Compensation in 2025 | 63 |

  158. Voluntary Deferred Compensation Plan

    | 64 | Compensation Tables — Potential Payments Upon Termination or Change in Control |

  159. Voluntary Deferred Compensation Plan

    | Compensation Tables — Potential Payments Upon Termination or Change in Control | 65 |

  160. Voluntary Deferred Compensation Plan

    | Treatment of outstanding equity awards is as provided in the Employee Plan and the applicable award agreement, whereby all RSUs and PSUs continue to vest on the same schedule as if the NEO remained employed with the Company. All NQSOs held by the NEOs were vested as of the Trigger Date. |

  161. Voluntary Deferred Compensation Plan

    | 66 | Compensation Tables — Potential Payments Upon Termination or Change in Control |

  162. Voluntary Deferred Compensation Plan

    | Compensation Tables — Equity Compensation Plan Information as of December 31, 2025; CEO Pay Ratio | 67 |

  163. CEO Pay Ratio

    CEO Pay Ratio We have calculated the reasonably estimated ratio of the CEO’s 2025 compensation to the median of the annual total compensation of all employees using the same method we used in our 2024 and 2025 proxy statements with respect to compensation in 2023 and 2024, respectively. Identification of Median Employee. To identify our median employee for the 2025 pay ratio calculation, we first calculated the total target cash compensation for all employees (excluding the CEO) who were employed by Brighthouse Financial (or its affiliates) as of December 31, 2025, where total target cash compensation equals base salary plus target short-term incentive or cash sales incentives, which have been annualized for employees who were employed by Brighthouse Financial (or its affiliates) for less than the full year. We then used the median total target cash compensation to identify the median employee. Pay Ratio. After identifying the median employee, we calculated the median employee’s compensation in accordance with rules governing computation of the CEO’s pay in the Summary Compensation Table. The median of the annual total compensation of all employees of our Company (other than our CEO) was $151,894 for the year ended December 31, 2025, and the total compensation of our CEO, as reported in the Summary Compensation Table, was $10,461,127. Based on this information, for 2025 the reasonably estimated ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 69 to 1. The ratio and total compensation amount may not be directly comparable to those of other companies because the methodologies and assumptions used to identify the median employee and determine that employee’s total compensation, the composition and location of the workforce, and other factors may vary significantly among companies.

  164. CEO Pay Ratio

    | 68 | Pay versus Performance |

  165. Pay versus Performance

    Pay versus Performance The following table sets forth pay versus performance (“

  166. PVP

    | Pay Versus Performance | | | | | | | | | | Year (1) | Summary Compensation Table Total for Principal Executive Officer (PEO) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in millions) (4) | Net Cash Flow to the Holding Company (in millions) (5) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2025 | $10,461,127 | $13,490,199 | $3,316,499 | $3,974,894 | $178.95 | $201.00 | $331 | $— | | 2024 | $10,068,833 | $8,018,342 | $3,068,280 | $2,657,805 | $122.46 | $171.87 | $286 | $(100) | | 2023 | $10,005,985 | $11,442,022 | $3,165,429 | $3,407,317 | $134.90 | $142.87 | $(1,214) | $350 | | 2022 | $9,750,186 | $6,721,609 | $3,245,624 | $2,735,369 | $130.69 | $136.53 | $3,775 | $38 | | 2021 | $7,914,025 | $12,615,385 | $2,851,864 | $3,881,547 | $132.04 | $123.73 | $1,554 | $594 |

  167. PVP

    | For Compensation Actually Paid (“ CAP ”) calculations that are based on year-end stock prices, the following prices were used: 2025: $64.79 (34.9% increase from prior year); 2024: $48.04 (9% reduction from prior year); 2023: $52.92 (3% increase from prior year); 2022: $51.27 (1% reduction from prior year); and 2021: $51.80 (43% increase from prior year). |

  168. PVP

    | Pay versus Performance | 69 |

  169. Graphical Relationship Disclosure

    | 70 | Pay versus Performance |