Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 8, 2024 (October 3, 2024)

Brighthouse Financial, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37905	81-3846992
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


			11225 North Community House Road, Charlotte, North Carolina						28277
			(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (980) 365-7100

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BHF	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 6.600% Non-Cumulative Preferred Stock, Series A	BHFAP	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 6.750% Non-Cumulative Preferred Stock, Series B	BHFAO	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series C	BHFAN	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 4.625% Non-Cumulative Preferred Stock, Series D	BHFAM	The Nasdaq Stock Market LLC
6.250% Junior Subordinated Debentures due 2058	BHFAL	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company									☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.									☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 3, 2024, Kristine H. Toscano, the Chief Accounting Officer of Brighthouse Financial, Inc. (the “Company”), informed the Company that she intends to resign from the Company, and her last day at the Company will be November 8, 2024. Richard Cook, the Company’s Investment Controller, has been appointed to serve as the Interim Chief Accounting Officer, effective November 9, 2024. Ms. Toscano is leaving to pursue a new opportunity, and her departure is not due to any matters related to the Company’s financial statements or disclosures, or accounting principles and practices.

Pursuant to an offer letter entered into in connection with his appointment, in his new role, Mr. Cook will receive an annual base salary of $300,000 (prorated from the position start date). He will have a target annual short-term incentive opportunity under the Amended and Restated Brighthouse Services, LLC Short-Term Incentive Plan of 45% of his annual base salary (prorated for fiscal 2024) and will be eligible to receive equity awards under the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan, as amended, for fiscal 2024 with a target opportunity valued at $135,000 as of the grant date for such awards, in each case, subject to the terms of the applicable plan and award agreement (including the award agreement supplement), individual performance and the Company’s achievement of certain specified performance goals.

Mr. Cook, age 48, joined the Company in 2016 and has served as the Company’s Investment Controller since then. Prior to that, Mr. Cook was Assistant Vice President, Regulatory Reporting for MetLife, Inc. where he was a key member of the Investment External Reporting & Analytics group since 2010. He originally joined MetLife, Inc. in 2004 and oversaw the Specialized Investment Accounting team. Mr. Cook began his career at State Street Bank & Trust and also worked at AEGON Equity Group.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.			Description
104*			Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


BRIGHTHOUSE FINANCIAL, INC.

By:	/s/ Jacob M. Jenkelowitz
	Name:	Jacob M. Jenkelowitz
	Title:	Corporate Secretary

Date: October 8, 2024

Document and Entity Information	Oct. 08, 2024
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 08, 2024
Entity Central Index Key	0001685040
Entity Registrant Name	Brighthouse Financial, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37905
Entity Tax Identification Number	81-3846992
Entity Address, Address Line One	11225 North Community House Road
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	980
Local Phone Number	365-7100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.01 per share
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	BHF
Security Exchange Name	NASDAQ
Depositary Shares, each representing a 1/1,000th interest in a share of 6.600% Non-Cumulative Preferred Stock, Series A
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of 6.600% Non-Cumulative Preferred Stock, Series A
Trading Symbol	BHFAP
Security Exchange Name	NASDAQ
Depositary Shares, each representing a 1/1,000th interest in a share of 6.750% Non-Cumulative Preferred Stock, Series B
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of 6.750% Non-Cumulative Preferred Stock, Series B
Trading Symbol	BHFAO
Security Exchange Name	NASDAQ
Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series C
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series C
Trading Symbol	BHFAN
Security Exchange Name	NASDAQ
Depositary Shares, each representing a 1/1,000th interest in a share of 4.625% Non-Cumulative Preferred Stock, Series D
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/1,000th interest in a share of 4.625% Non-Cumulative Preferred Stock, Series D
Trading Symbol	BHFAM
Security Exchange Name	NASDAQ
6.250% Junior Subordinated Debentures due 2058
Entity Listings [Line Items]
Title of 12(b) Security	6.250% Junior Subordinated Debentures due 2058
Trading Symbol	BHFAL
Security Exchange Name	NASDAQ