Brighthouse Financial, Inc. 10-Q

Item 5. Other Information Director and Officer 10b5-1 Plans During the three months ended March 31, 2024, the following Rule 10b5-1 trading arrangements (as such term is defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”)) for the sale of the Company’s common stock were adopted by certain officers of the Company (as defined in Rule 16a-1(f) of the Exchange Act): Name and title of director or officer Date of adoption of trading arrangement Duration of trading arrangement (1) Aggregate number of securities to be sold under trading arrangement Vonda R. Huss, Executive Vice President and Chief Human Resources Officer March 2, 2024 June 3, 2024 – June 30, 2025 15,000 Myles J. Lambert, Executive Vice President and Chief Marketing and Distribution Officer February 27, 2024 June 3, 2024 – July 1, 2025 42,000 John L. Rosenthal, Executive Vice President and Chief Investment Officer February 28, 2024 June 3, 2024 – February 4, 2025 40,000 Edward A. Spehar, Executive Vice President and Chief Financial Officer February 26, 2024 May 29, 2024 – December 31, 2024 21,375 Eric T. Steigerwalt, President, Chief Executive Officer and Director February 27, 2024 June 3, 2024 - July 1, 2025 125,000 __________________ (1) In each case, a Rule 10b5-1 trading arrangement may also expire on such earlier date as all transactions under the Rule 10b5-1 trading arrangement are completed. During the three months ended March 31, 2024, none of the Company’s other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act). 89 Table of Contents Item 6. Exhibits ( Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits herein, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about Brighthouse Financial, Inc. and its subsidiaries or affiliates or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and (i) should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement; (iii) may apply standards of materiality in a way that is different from what may be viewed as material to investors; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about Brighthouse Financial, Inc. and its subsidiaries and affiliates may be found elsewhere herein and Brighthouse Financial, Inc.’s other public filings, which are available without charge through the U.S. Securities and Exchange Commission website at www.sec.gov.) Exhibit No. Description 10.1*# Form of Performance Share Unit (“PSU”) Agreement for awards granted in 2024 and subsequently under the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan, as amended November 14, 2019 (the “Employee Plan”). 10.2*# A ward Agreement Supplement (Employee Plan) f or PSU and Restricted Stock Unit awards granted in 2024 and subsequently . 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 104* The cover page of Brighthouse Financial, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (included within the Exhibit 101 attachments). * Filed herewith. ** Furnished herewith. # Denotes management contracts or compensation plans or arrangements. 90 Table of Contents SIGNATURE 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 thereunto duly authorized. BRIGHTHOUSE FINANCIAL, INC. By: /s/ Edward A. Spehar Name: Edward A. Spehar Title: Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) Date: May 8, 2024 91