Brighthouse Financial, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of December 31, 2024. Changes in Internal Control Over Financial Reporting MetLife provides certain services to the Company on a transitional basis through services agreements. The Company continues to change business processes, implement systems and establish new third-party arrangements. We consider these in aggregate to be material changes in our internal control over financial reporting. Other than as noted above, there were no changes to the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting. Management’s Annual Report on Internal Control Over Financial Reporting Management of Brighthouse Financial, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with GAAP. Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making the assessment, management used the criteria set forth in “Internal Control - Integrated Framework” promulgated by the Committee of Sponsoring Organizations of the Treadway Commission. Based upon the assessment performed under that framework, management has maintained and concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024. Attestation Report of the Company’s Registered Public Accounting Firm The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has issued their attestation report on management’s internal control over financial reporting which is set forth below. 204 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Brighthouse Financial, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Brighthouse Financial, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Consolidated Financial Statements, Notes and Schedules as of and for the year ended December 31, 2024, of the Company, and our report dated February 28, 2025 expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ DELOITTE & TOUCHE LLP Charlotte, North Carolina February 28, 2025 205 Table of Contents Item 9B. Other Information Director and Officer Rule 10b5-1 Plans During the quarter ended December 31, 2024, none of the Company’s 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 of 1933, as amended). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance Certain of the information required by this Item pertaining to Executive Officers appears in “Business — Information About Our Executive Officers” in this Annual Report on Form 10-K. The other information required by this Item will be set forth in the 2025 Proxy Statement, which information is hereby incorporated by reference. Item 11. Executive Compensation The information required by this Item will be set forth in the 2025 Proxy Statement, which information is hereby incorporated by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item will be set forth in the 2025 Proxy Statement, which information is hereby incorporated by reference. Item 13. Certain Relationships, Related Person Transactions and Director Independence The information required by this Item will be set forth in the 2025 Proxy Statement, which information is hereby incorporated by reference. Item 14. Principal Accountant Fees and Services The information about aggregate fees billed to us by our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ), will be set forth in the 2025 Proxy Statement and is incorporated herein by reference. PART IV Item 15. Exhibits and Financial Statement Schedules The following documents are filed as part of this report: 1. Financial Statements: See “Index to Consolidated Financial Statements, Notes and Schedules.” 2. Financial Statement Schedules: See “Index to Consolidated Financial Statements, Notes and Schedules.” 3. Exhibits: See “Exhibit Index.” Item 16. Form 10-K Summary None. 206 Table of Contents GLOSSARY Glossary of Selected Financial Terms Account value The amount of money in a policyholder’s account. The value increases with additional premiums and investment gains, and it decreases with withdrawals, investment losses and fees. Adjusted earnings See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Disclosures.” Alternative investments General account investments in other limited partnership interests. Assets under management (“AUM”) General account investments and separate account assets. Conditional tail expectation (“CTE”) A statistical tail risk measure used to assess the adequacy of assets supporting variable annuity contract liabilities, which is calculated as the average amount of total assets required to satisfy obligations over the life of the contract or policy in the worst “x%” of scenarios. Represented as CTE (100 less x). Example: CTE70 represents the worst thirty percent of scenarios and CTE98 represents the worst two percent of scenarios. Credit loss on investments The difference between the amortized cost of the security and the present value of the cash flows expected to be collected that is attributed to credit risk, is recognized as an allowance on the balance sheet with a corresponding adjustment to earnings, or if deemed uncollectible, as a permanent write-off of book value. Deferred policy acquisition cost (“DAC”) Represents the incremental costs related directly to the successful acquisition of new and renewal insurance and annuity contracts and which have been deferred on the balance sheet as an asset. Deferred sales inducements (“DSI”) Represent amounts that are credited to a policyholder’s account balance that are higher than the expected crediting rates on similar contracts without such an inducement and that are an incentive to purchase a contract and also meet the accounting criteria to be deferred as an asset that is amortized over the life of the contract. General account assets All insurance company assets not allocated to separate accounts. Invested assets General account investments in fixed maturity securities, equity securities, mortgage loans, policy loans, other limited partnership interests, real estate limited partnerships and limited liability companies, short-term investments and other invested assets. Investment Hedge Adjustments Earned income and amortization of premium on derivatives that are hedges of investments or that are used to replicate certain investments, but do not qualify for hedge accounting treatment. Market Value Adjustments Amounts associated with the change in fair value of the crediting rate on experience-rated contracts Net amount at risk (“NAR”) Represents the difference between a claim amount payable if a specific event occurs and the amount set aside to support the claim. The calculation of NAR can differ by policy type or guarantee. Net investment spread See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Disclosures.” Normalized statutory earnings See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — The Parent Company — Liquidity and Capital — Normalized Statutory Earnings.” Reinsurance Insurance that an insurance company buys for its own protection. Reinsurance enables an insurance company to expand its capacity, stabilize its underwriting results, or finance its expanding volume. Risk-based capital (“RBC”) ratio The RBC ratio is a method of measuring an insurance company’s capital and is based on statutory financial statements. The RBC ratio, which is the basis for determining regulatory compliance, is equal to total adjusted capital divided by the applicable company action level RBC. Total adjusted capital (“TAC”) Total adjusted capital primarily consists of statutory capital and surplus, as well as the statutory asset valuation reserve. When referred to as “combined,” represents that of our insurance subsidiaries as a whole. Value of business acquired (“VOBA”) Present value of projected future gross profits from in-force policies of acquired businesses. 207 Table of Contents Glossary of Product Terms Accumulation phase The phase of a variable annuity contract during which assets accumulate based on the policyholder’s lump sum payment or periodic deposits and reinvested interest, capital gains and dividends that are generally tax-deferred. Annuitant The person who receives annuity payments or the person whose life expectancy determines the amount of variable annuity payments upon annuitization of a life contingent annuity. Annuities Long-term, tax-deferred investments designed to help investors save for retirement. Annuitization The process of converting an annuity investment into a series of periodic income payments, generally for life. Annuity sales Annuity sales consist of 100 percent of direct statutory premiums, except for fixed index annuity sales, which represents 100% of gross sales on directly written business and the proportion of assumed gross sales under reinsurance agreements. Annuity sales exclude certain internal exchanges. These sales statistics do not correspond to revenues under GAAP, but are used as relevant measures of business activity. Benefit Base A notional amount (not actual cash value) used to calculate the owner’s guaranteed benefits within an annuity contract. The death benefit and living benefit within the same contract may not have the same Benefit Base. Cash surrender value The amount an insurance company pays (minus any surrender charge) to the variable annuity owner when the contract is voluntarily terminated prematurely. Deferred annuity An annuity purchased with premiums paid either over a period of years or as a lump sum, for which savings accumulate prior to annuitization or surrender, and upon annuitization, such savings are exchanged for either a future lump sum payment or periodic payments for a specified period of time or for a lifetime. Deferred income annuity (“DIA”) An annuity that provides a pension-like stream of income payments after a specified deferral period. Dollar-for-dollar withdrawal A method of calculating the reduction of a variable annuity Benefit Base after a withdrawal in which the benefit is reduced by one dollar for every dollar withdrawn. Enhanced death benefit (“EDB”) An optional benefit that locks in investment gains annually, or every few years, or pays a minimum stated interest rate on purchase payments to the beneficiary. Fixed annuity An annuity that guarantees a set annual rate of return with interest at rates we determine, subject to specified minimums. Credited interest rates are guaranteed not to change for certain limited periods of time. Future policy benefits Future policy benefits for the annuities business are comprised mainly of liabilities for life contingent income annuities, and liabilities for the variable annuity guaranteed minimum benefits accounted for as insurance. Guaranteed minimum accumulation benefits (“GMAB”) An optional benefit (available for an additional cost) which entitles an annuitant to a minimum payment, typically in a lump sum, after a set period of time, typically referred to as the accumulation period. The minimum payment is based on the Benefit Base, which could be greater than the underlying account value. Guaranteed minimum death benefits (“GMDB”) An optional benefit (available for an additional cost) that guarantees an annuitant’s beneficiaries are entitled to a minimum payment based on the Benefit Base, which could be greater than the underlying account value, upon the death of the annuitant. Guaranteed minimum income benefits (“GMIB”) An optional benefit (available for an additional cost) where an annuitant is entitled to annuitize the policy and receive a minimum payment stream based on the Benefit Base, which could be greater than the underlying account value. Guaranteed minimum living benefits (“GMLB”) A reference to all forms of guaranteed minimum living benefits, including GMIBs, GMWBs and GMABs (does not include GMDBs). Guaranteed minimum withdrawal benefits (“GMWB”) An optional benefit (available for an additional cost) where an annuitant is entitled to withdraw a maximum amount of their Benefit Base each year, for which cumulative payments to the annuitant could be greater than the underlying account value. Guaranteed minimum benefits (“GMxB”) A general reference to all forms of guaranteed minimum benefits, inclusive of living benefits and death benefits. 208 Table of Contents Immediate annuity An annuity for which the owner pays a lump sum payment and receives periodic payments immediately or soon after purchase. Single premium immediate annuities (“SPIAs”) are single premium annuity products that provide a guaranteed level of income to the owner generally for a specified number of years or for the life of the annuitant. Index-linked annuity An annuity that provides for asset accumulation and asset distribution needs with an ability to share in the upside from certain financial markets such as equity indices, or an interest rate benchmark. The customer’s account value can grow or decline due to various external financial market indices performance. Life insurance sales Life insurance sales consist of 100 percent of 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. We exclude company-sponsored internal exchanges, corporate-owned life insurance, bank-owned life insurance, and private placement variable universal life. Living benefits Optional benefits (available at an additional cost) that guarantee that the owner will get back at least his original investment when the money is withdrawn. Mortality and expense risk fees (“M&E Fees”) Fees charged by insurance companies to compensate for the risk they take by issuing variable annuity contracts. Net flows Net change in customer account balances in a period including, but not limited to, new sales, full or partial exits and the net impact of clients utilizing or withdrawing their funds. It excludes the impact of markets on account balances. Period certain annuity An annuity that guarantees payment to the annuitant for a specified period of time and to the beneficiary if the annuitant dies before the period ends. Policyholder account balances Annuities: Policyholder account balances are held for fixed deferred annuities, the fixed account portion of variable annuities, and non-life contingent income annuities. Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums. Life Insurance Policies: Policyholder account balances are held for retained asset accounts, universal life policies and the fixed account of universal variable life insurance policies. Interest is credited to the policyholder’s account at interest rates we determine which are influenced by current market rates, subject to specified minimums. Rider An optional feature or benefit that a variable annuity contract holder can purchase at an additional cost. Roll-up rate The guaranteed percentage that the Benefit Base increases by each year. Separate account An insurance company account, legally segregated from the general account, that holds the contract assets or subaccount investments that can be actively or passively managed and invest in stock, bonds or money market portfolios. Step-up An optional variable annuity feature (available at an additional cost) that can increase the Benefit Base amount if the variable annuity account value is higher than the Benefit Base on specified dates. Surrender charge A fee paid by a contract owner for the early withdrawal of an amount that exceeds a specific percentage or for cancellation of the contract within a specified amount of time after purchase. Term life Life insurance that provides a fixed death benefit in exchange for a guaranteed level premium over a specified period of time, usually ten to thirty years. Generally, term life insurance does not include any cash value, savings or investment components. Universal life Life insurance that provides a death benefit in return for payment of specified annual policy charges that are generally related to specific costs, which may change over time. To the extent that the policyholder chooses to pay more than the charges required in any given year to keep the policy in-force, the excess premium will be placed into the account value of the policy and credited with a stated interest rate on a monthly basis. Variable annuity An annuity that offers guaranteed periodic payments for a specified period of time or for a lifetime and gives owners the ability to invest in various markets though the underlying investment options, which may result in potentially higher, but variable, returns. 209 Table of Contents Variable universal life Universal life insurance where the excess amount paid over policy charges can be directed by the policyholder into a variety of separate account investment options. In the separate account investment options, the policyholder bears the entire risk and returns of the investment results. Whole life Life insurance that provides a guaranteed death benefit in exchange for a guaranteed level premium for a specified period of time in order to maintain coverage for the life of the insured. Whole life products also have guaranteed minimum cash surrender values. Although the primary purpose is protection, the policyholder can withdraw or borrow against the policy (sometimes on a tax favored basis). 210 Table of Contents Exhibit Index ( Note Regarding Reliance on Statements in Our Contracts: In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, 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 in this Annual Report on Form 10-K 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 2.1 Master Separation Agreement, dated as of August 4, 2017, by and between MetLife, Inc. and Brighthouse Financial, Inc., is incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed on August 9, 2017 (our “August 9, 2017 8-K”) . 3.1 Restated Certificate of Incorporation of Brighthouse Financial, Inc., dated July 11, 2023, is incorporated by reference to Exhibit 3.3 to our Quarterly Report on Form 10-Q, filed on August 9, 2023. 3.2 Amended and Restated Bylaws of Brighthouse Financial, Inc., effective January 29, 2025, is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on February 4, 2025. 4.1 Indenture, dated as of June 22, 2017, among Brighthouse Financial, Inc., MetLife, Inc., as Guarantor, and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to Amendment No. 4 to our Registration Statement on Form 10, filed on June 23, 2017. 4.2 Form of 3.700% Senior Note due 2027 and 4.700% Senior Note due 2047 (included in Exhibit B to Exhibit 4.1). 4.3 Senior Indenture, dated as of May 15, 2020, between Brighthouse Financial, Inc. and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on May 15, 2020 (our “May 15, 2020 8-K”). 4.3.1 First Supplemental Indenture, dated as of May 15, 2020, between Brighthouse Financial, Inc. and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to our May 15, 2020 8-K. 4.3.2 Second Supplemental Indenture, dated as of November 22, 2021, between Brighthouse Financial, Inc. and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on November 22, 2021 (our “November 22, 2021 8-K”). 4.4 Form of 5.625% Senior Notes due 2030 (included in Exhibit A to Exhibit 4.3.1). 4.5 Form of 3.850% Senior Notes Due 2051 (included in Exhibit A to 4.3.2). 4.6 Junior Subordinated Indenture, dated as of September 12, 2018, between Brighthouse Financial, Inc. and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on September 12, 2018 (our “September 12, 2018 8-K”). 4.6.1 First Supplemental Indenture, dated as of September 12, 2018, between Brighthouse Financial, Inc. and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to our September 12, 2018 8-K. 4.7 Form of Junior Subordinated Debenture (included in Exhibit A to Exhibit 4.6.1). 4.8 Series A Certificate of Designations is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on March 25, 2019 (our “March 25, 2019 8-K”). 4.9 Series B Certificate of Designations is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on May 21, 2020 (our “May 21, 2020 8-K”). 4.10 Series C Certificate of Designations is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed on November 20, 2020 (our “November 20, 2020 8-K”). 4.11 Series D Certificate of Designations is incorporated by reference to Exhibit 3.1 to our November 22, 2021 8-K. 4.12 Deposit Agreement, dated as of March 25, 2019, among Brighthouse Financial, Inc., Computershare Inc. and Computershare Trust Company, N.A., collectively as depositary, and the holders from time to time of the depositary receipts described therein, is incorporated by reference to Exhibit 4.2 to our March 25, 2019 8-K. 211 Table of Contents 4.13 Deposit Agreement, dated as of May 21, 2020, among Brighthouse Financial, Inc., Computershare Inc. and Computershare Trust Company, N.A., collectively as depositary, and the holders from time to time of the depositary receipts described therein, is incorporated by reference to Exhibit 4.2 to our May 21, 2020 8-K. 4.14 Deposit Agreement, dated as of November 20, 2020, among Brighthouse Financial, Inc., Computershare Inc. and Computershare Trust Company, N.A., collectively as depositary, and the holders from time to time of the depositary receipts described therein, is incorporated by reference to Exhibit 4.2 to our November 20, 2020 8-K. 4.15 Deposit Agreement, dated as of November 22, 2021, among Brighthouse Financial, Inc., Computershare Inc. and Computershare Trust Company, N.A., collectively as depositary, and the holders from time to time of the depositary receipts described therein, is incorporated by reference to Exhibit 4.5 to our November 22, 2021 8-K. 4.16 Form of depositary receipt evidencing the Series A Depositary Shares (included as Exhibit A to Exhibit 4.12). 4.17 Form of depositary receipt evidencing the Series B Depositary Shares (included as Exhibit A to Exhibit 4.13). 4.18 Form of depositary receipt evidencing the Series C Depositary Shares (included as Exhibit A to Exhibit 4.14). 4.19 Form of depositary receipt evidencing the Series D Depositary Shares (included as Exhibit A to Exhibit 4.15). 4.20 Description of Securities is incorporated by reference to Exhibit 4.20 to our Annual Report on Form 10-K, filed on February 22, 2024 (our "2023 Annual Report"). 10.1 Transition Services Agreement, dated as of January 1, 2017, between MetLife Services and Solutions, LLC and Brighthouse Services, LLC and for purposes of Article VIII only, MetLife, Inc. and Brighthouse Financial, Inc., is incorporated by reference to Exhibit 10.1 to our August 9, 2017 8-K. 10.2 Tax Receivables Agreement, dated as of July 27, 2017, between MetLife, Inc. and Brighthouse Financial, Inc., is incorporated by reference to Exhibit 10.5 to our August 9, 2017 8-K. 10.3 Tax Separation Agreement, dated as of July 27, 2017, by and among MetLife, Inc. and its Affiliates and Brighthouse Financial, Inc. and its Affiliates, is incorporated by reference to Exhibit 10.6 to our August 9, 2017 8-K. 10.4 Revolving Credit Agreement, dated as of April 15, 2022, among Brighthouse Financial, Inc., Bank of America, N.A., as administrative agent, and the other lenders party thereto, is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on April 19, 2022. 10.5# Brighthouse Services, LLC Auxiliary Savings Plan is incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q, filed on August 15, 2017. 10.5.1# Amendment Number One to the Brighthouse Services, LLC Auxiliary Savings Plan is incorporated by reference to Exhibit 10.9 to our Quarterly Report on Form 10-Q, filed on August 15, 2017. 10.5.2# Amendment Number Two to the Brighthouse Services, LLC Auxiliary Savings Plan is incorporated by reference to Exhibit 10.9.2 to our Annual Report on Form 10-K, filed on March 16, 2018 (our “2017 Annual Report”). 10.5.3# Amendment Number Three to the Brighthouse Services, LLC Auxiliary Savings Plan is incorporated by reference to Exhibit 10.5.3 to our Annual Report on Form 10-K, filed on February 24, 2021 (our “2020 Annual Report”). 10.6# Amended and Restated Brighthouse Services, LLC Short-Term Incentive Plan, amended as of February 21, 2020, is incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K, filed on February 26, 2020 (our “2019 Annual Report”). 10.7# Brighthouse Services, LLC Voluntary Deferred Compensation Plan, effective January 1, 2018, is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on December 28, 2017. 10.7.1# Amendment Number One to the Brighthouse Services, LLC Voluntary Deferred Compensation Plan is incorporated by reference to Exhibit 10.11.1 to our 2017 Annual Report. 10.7.2# Amendment Number Two to the Brighthouse Services, LLC Voluntary Deferred Compensation Plan is incorporated by reference to Exhibit 10.10.2 to our Annual Report on Form 10-K, filed February 26, 2019 (our “2018 Annual Report”). 10.7.3# Amendment Number Three to the Brighthouse Services, LLC Voluntary Deferred Compensation Plan is incorporated by reference to Exhibit 10.7.3 to our 2020 Annual Report . 10.7.4# Amendment Number Four to the Brighthouse Services, LLC Voluntary Deferred Compensation Plan is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on May 9, 2023. 10.7.5*# A mendment N umber Five to the B righthouse Services, LLC Voluntary Def erred Compensation P la n . 10.7.6*# Brighthouse Services, LLC Volun tary Deferred Compensation Plan ( restated effective January 1, 2025). 10.8# Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan, as amended November 14, 2019 (the “Employee Plan”), is incorporated by reference to Exhibit 10.10 to our 2019 Annual Report. 212 Table of Contents 10.9# Brighthouse Financial, Inc. 2017 Non-Management Director Stock Compensation Plan, as amended November 16, 2018 (the “Director Plan”), is incorporated by reference to Exhibit 10.12 to our 2018 Annual Report. 10.10# Brighthouse Financial, Inc. Employee Stock Purchase Plan ( amended and restated effective April 3,2024 ) is incorporated by reference to Exhibit 10.1 to ou r Current Report on Form 8-K , filed on June 10, 2024. 10.11# Form of Performance Share Unit Agreement (Employee Plan) is incorporated by reference to Exhibit 10.15 to our 2018 Annual Report. 10.12# Form of Restricted Stock Unit Agreement (Employee Plan) for awards with ratable vesting is incorporated by reference to Exhibit 10.17 to our 2018 Annual Report. 10.13# Form of Restricted Stock Unit Agreement (Employee Plan) for awards with cliff vesting is incorporated by reference to Exhibit 10.18 to our 2018 Annual Report. 10.14# Form of Non-Qualified Stock Option Agreement (Employee Plan) for awards granted before February 13, 2019, is incorporated by reference to Exhibit 10.6 to our May 24, 2018 8-K. 10.15# Form of Non-Qualified Stock Option Agreement (Employee Plan) for awards granted on or after February 13, 2019, is incorporated by reference to Exhibit 10.20 to our 2018 Annual Report. 10.16# Form of Performance Share Unit Agreement (Employee Plan) for awards granted in 2024 and subsequently is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on May 8, 2024. 10.17# Award Agreement Supplement (Employee Plan) for awards with ratable vesting is incorporated by reference to Exhibit 10.22 to our 2018 Annual Report. 10.18# Award Agreement Supplement (Employee Plan) for awards with cliff vesting is incorporated by reference to Exhibit 10.23 to our 2018 Annual Report. 10.19# Award Agreement Supplement (Employee Plan) for Performance Share Unit and Restricted Stock Unit awards granted in 2024 and subsequently is incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed on May 8, 2024. 10.20# Form of Non-Management Director Restricted Stock Unit Agreement (Director Plan), as amended November 14, 2019, is incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed on May 11, 2020. 10.21# Form of Non-Management Director Award Agreement Supplement (Director Plan), as amended November 14, 2019, is incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q, filed on May 11, 2020. 10.22# Brighthouse Financial Blue Relocation Policy, as restated July 1, 2019, is incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q, filed on August 6, 2019. 10.23# Brighthouse Services, LLC Amended and Restated Executive Severance Pay Plan is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 19, 2019. 10.23.1# Amendment Number One to the Brighthouse Services, LLC Amended and Restated Executive Severance Pay Plan is incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q, filed on August 9, 2023. 10.24# Brighthouse Services, LLC Change of Control Severance Pay Plan is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on November 16, 2018. 10.24.1# Amendment Number One to the Brighthouse Services, LLC Change of Control Severance Pay Plan is incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q, filed on August 9, 2023. 10.25# Brighthouse Services, LLC Limited Death Benefit Plan is incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K, filed on December 23, 2019. 10.26# Brighthouse Services, LLC Deferred Compensation Plan for Non-Management Directors is incorporated by reference to Exhibit 10.32 to our 2019 Annual Report. 10.26.1# Amendment Number One to the Brighthouse Services, LLC Deferred Compensation Plan for Non-Management Directors is incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed on May 9, 2023. 10.27# Summary of Brighthouse Services, LLC ICOLI Supplemental Death Benefit Only Plan is incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K, filed on February 23, 2023. 19.1* I nside r Tra ding Policy . 21.1* List of Subsidiaries as of December 31, 2024. 23.1* Consent of Deloitte & Touche LLP. 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. 213 Table of Contents 97.1# Brighthouse Financial, Inc. Accounting Restatement Compensation Recovery Policy is incorporated by reference to our 2023 Annual Report. 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 Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (included within the Exhibit 101 attachments). * Filed herewith. ** Furnished herewith. # Denotes management contracts or compensation plans or arrangements. 214 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 Date: February 28, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Eric T. Steigerwalt Director, President and Chief Executive Officer (Principal Executive Officer) February 28, 2025 Eric T. Steigerwalt /s/ Edward A. Spehar Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 28, 2025 Edward A. Spehar /s/ Richard A. Cook Interim Chief Accounting Officer (Principal Accounting Officer) February 28, 2025 Richard A. Cook /s/ C. Edward Chaplin Chairman of the Board of Directors February 28, 2025 C. Edward Chaplin /s/ Stephen C. Hooley Director February 28, 2025 Stephen C. Hooley /s/ Michael J. Inserra Director February 28, 2025 Michael J. Inserra /s/ Carol D. Juel Director February 28, 2025 Carol D. Juel /s/ Eileen A. Mallesch Director February 28, 2025 Eileen A. Mallesch /s/ Diane E. Offereins Director February 28, 2025 Diane E. Offereins /s/ Paul M. Wetzel Director February 28, 2025 Paul M. Wetzel /s/ Lizabeth H. Zlatkus Director February 28, 2025 Lizabeth H. Zlatkus 215