What changed in this filing

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Item 1. Financial Statements

2025-11-07 compared with 2025-08-08 · 214 added, 160 removed, 1856 unchanged (17% of the section changed)

2 unchanged sentences

Interim Condensed Consolidated Balance Sheets

June 30, 2025 (Unaudited) and December 31, 2024

September 30, 2025 (Unaudited) and December 31, 2024

(In millions, except share and per share data)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Fixed maturity securities available-for-sale, at estimated fair value (amortized cost:

54 unchanged sentences

Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

For the Three Months and Six Months Ended June 30, 2025 and 2024 (Unaudited)

For the Three Months and Nine Months Ended September 30, 2025 and 2024 (Unaudited)

(In millions, except per share data)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

31 unchanged sentences

Interim Condensed Consolidated Statements of Equity

For the Three Months and Six Months Ended June 30, 2025 and 2024 (Unaudited)

For the Three Months and Nine Months Ended September 30, 2025 and 2024 (Unaudited)

(In millions)

8 unchanged sentences

Other comprehensive income (loss), net of income tax 1,021 1,021 1,021

Balance at March 31, 2025 — 1 13,939 ( 1,387 ) ( 2,644 ) ( 4,670 ) 5,239 65 5,304

Balance at June 30, 2025 — 1 13,918 ( 1,302 ) ( 2,687 ) ( 4,257 ) 5,673 65 5,738

Treasury stock acquired in connection with share repurchases — — —

4 unchanged sentences

Other comprehensive income (loss), net of income tax 237 237 237

Balance at June 30, 2025 $ — $ 1 $ 13,918 $ ( 1,302 ) $ ( 2,687 ) $ ( 4,257 ) $ 5,673 $ 65 $ 5,738

Balance at September 30, 2025 $ — $ 1 $ 13,893 $ ( 823 ) $ ( 2,688 ) $ ( 4,020 ) $ 6,363 $ 65 $ 6,428

Preferred Stock Common Stock Additional Paid-in Capital Retained Earnings (Deficit) Treasury Stock at Cost Accumulated Other Comprehensive Income (Loss)

7 unchanged sentences

Other comprehensive income (loss), net of income tax ( 173 ) ( 173 ) ( 173 )

Balance at March 31, 2024 — 1 13,989 ( 2,000 ) ( 2,382 ) ( 5,413 ) 4,195 65 4,260

Balance at June 30, 2024 — 1 13,972 ( 1,966 ) ( 2,447 ) ( 5,419 ) 4,141 65 4,206

Treasury stock acquired in connection with share repurchases ( 64 ) ( 64 ) ( 64 )

4 unchanged sentences

Other comprehensive income (loss), net of income tax 1,292 1,292 1,292

Balance at June 30, 2024 $ — $ 1 $ 13,972 $ ( 1,966 ) $ ( 2,447 ) $ ( 5,419 ) $ 4,141 $ 65 $ 4,206

Balance at September 30, 2024 $ — $ 1 $ 13,953 $ ( 1,790 ) $ ( 2,512 ) $ ( 4,127 ) $ 5,525 $ 65 $ 5,590

See accompanying notes to the interim condensed consolidated financial statements.

1 unchanged sentence

Interim Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2025 and 2024 (Unaudited)

For the Nine Months Ended September 30, 2025 and 2024 (Unaudited)

(In millions)

Six Months Ended

Nine Months Ended

September 30,

Net cash provided by (used in) operating activities $ 262 $ ( 172 )

17 unchanged sentences

Net change in other invested assets 10 ( 295 )

Other, net — ( 4 )

Net cash provided by (used in) investing activities

53 unchanged sentences

The Company considers the applicability and impact of all ASUs.

There were no significant ASUs adopted during the period ended June 30, 2025.

There were no significant ASUs adopted during the period ended September 30, 2025.

Brighthouse Financial, Inc.

11 unchanged sentences

This ASU updates the required income tax disclosures to include disclosure of income taxes paid disaggregated by jurisdiction and greater disaggregation of information in the required rate reconciliation.

This ASU is effective for annual periods starting with fiscal year 2025 and will be applied on a prospective basis with the option of retrospective application.

This ASU is effective for annual periods starting with fiscal year 2025.

The Company has elected to implement this ASU on a retrospective basis.

This ASU has no impact on the Company’s consolidated financial statements but will result in expanded disclosures in the Notes to the Consolidated Financial Statements.

39 unchanged sentences

The tables below provide information about the Company’s segments, including significant segment expenses, and reconciliations to Net income (loss) available to common shareholders.

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Annuities Life Run-off Corporate & Other Total

24 unchanged sentences

Segment Information (continued)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Annuities Life Run-off Corporate & Other Total

24 unchanged sentences

Segment Information (continued)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Annuities Life Run-off Corporate & Other Total

24 unchanged sentences

Segment Information (continued)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Annuities Life Run-off Corporate & Other Total

25 unchanged sentences

Total assets by segment were as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions)

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

Substantially all of the Company’s premiums, universal life and investment-type product policy fees and other revenues originated in the U.S.

Revenues derived from any individual customer did not exceed 10% of premiums, universal life and investment-type product policy fees and other revenues for the three months and six months ended June 30, 2025 and 2024.

Brighthouse Financial, Inc.

3 unchanged sentences

Information regarding liability for future policy benefits (“LFPB”) for non-participating traditional and limited-payment contracts was as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Term and Whole Life Insurance Income Annuities Structured Settlement and Pension Risk Transfer Annuities Term and Whole Life Insurance Income Annuities Structured Settlement and Pension Risk Transfer Annuities

4 unchanged sentences

Effect of model refinements 3 — — 4 — —

Effect of changes in cash flow assumptions ( 116 ) — — 128 — —

Effect of actual variances from expected experience ( 15 ) — — 9 — —

10 unchanged sentences

Effect of model refinements 2 — 4 10 — —

Effect of changes in cash flow assumptions ( 130 ) 18 22 208 ( 23 ) 81

Effect of actual variances from expected experience ( 17 ) ( 36 ) ( 24 ) 9 ( 1 ) ( 11 )

20 unchanged sentences

Insurance Liabilities (continued)

The measurement of LFPBs can be significantly impacted by changes in assumptions for policyholder behavior.

As part of the 2025 and 2024 annual actuarial reviews (“AAR”), the Company updated assumptions regarding mortality and lapses for term participating and non-participating whole life insurance.

The impact from changes in assumptions is presented in effect of changes in cash flow assumptions in the table above.

Information regarding the additional insurance liabilities for universal life-type contracts with secondary guarantees was as follows:

Six Months Ended

Nine Months Ended

September 30,

(Dollars in millions)

1 unchanged sentence

Beginning balance before the effect of unrealized gains and losses 9,277 7,784

Effect of changes in cash flow assumptions 480 895

Effect of actual variances from expected experience 94 102

11 unchanged sentences

Gross assessments recognized during period

The measurement of liabilities for secondary guarantees can be significantly impacted by changes in assumptions for policyholder behavior, as well as the expected general account rate of return, which is driven by the Company’s assumption for long-term treasury yields.

The Company’s practice of projecting treasury yields uses a mean reversion approach that assumes that long-term interest rates are less influenced by short-term fluctuations and are only changed when sustained interim deviations are expected.

As part of the 2025 and 2024 AAR, the Company updated assumptions regarding policyholder behavior, including mortality, premium persistency, lapses and withdrawals.

In 2025, the Company also increased the long-term general account earned rate, driven by an increase in the mean reversion rate, from 4.00 % to 4.50 %.

The impact from changes in assumptions, excluding the effects on the ULSG liability for profits followed by losses, is presented in effect of changes in cash flow assumptions in the table above.

Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

Insurance Liabilities (continued)

A reconciliation of the net LFPBs for non-participating traditional and limited-payment contracts and the additional insurance liabilities for universal life-type contracts with secondary guarantees reported in the preceding rollforward tables to LFPBs on the consolidated balance sheets was as follows at:

September 30,

(In millions)

8 unchanged sentences

(1) Includes liabilities related to fully reinsured individual long-term care insurance.

(2) The effect of changes in assumptions for ULSG liabilities, including the liability for profits followed by losses was ($ 1.2 ) billion for the nine months ended September 30, 2025.

(3) Participating whole life insurance uses an interest assumption based on the non-forfeiture interest rate, ranging from 3.5 % to 4.5 %, and mortality rates guaranteed in calculating the cash surrender values described in such contracts, and also includes a liability for terminal dividends.

Participating whole life insurance represented 3 % of the Company’s life insurance in-force at both June 30, 2025 and 2024, and 39 % and 41 % of gross traditional life insurance premiums for the six months ended June 30, 2025 and 2024, respectively.

Participating whole life insurance represented 3 % of the Company’s life insurance in-force at both September 30, 2025 and 2024, and 38 % and 39 % of gross traditional life insurance premiums for the nine months ended September 30, 2025 and 2024, respectively.

Brighthouse Financial, Inc.

5 unchanged sentences

(Dollars in millions)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Balance, beginning of period $ 2,590 $ 3,833 $ 48,605 $ 14,665 $ 4,779 $ 1,166

8 unchanged sentences

Weighted-average crediting rate (2) 3.19 % 2.07 % 1.44 % 2.96 % 2.49 % 2.30 %

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Balance, beginning of period $ 2,550 $ 4,307 $ 41,627 $ 14,672 $ 5,052 $ 653

12 unchanged sentences

A reconciliation of policyholder account balances reported in the preceding rollforward table to the liability for policyholder account balances on the consolidated balance sheets was as follows at:

September 30,

(In millions)

10 unchanged sentences

(In millions)

June 30, 2025

September 30, 2025

Annuities (1):

13 unchanged sentences

1,485 — — — 1,485

$ 1,504 $ 522 $ 43 $ 484 $ 2,553

Total $ 1,485 $ 525 $ 43 $ 505 $ 2,558

Less than 2.00 %

4 unchanged sentences

492 — — — 492

$ 1,480 $ 1,332 $ 1,560 $ 231 $ 4,603

Total $ 1,480 $ 1,309 $ 1,518 $ 226 $ 4,533

December 31, 2024

6 unchanged sentences

783 — — — 783

$ 8,505 $ 588 $ 732 $ 9,154 $ 18,979

Total $ 8,505 $ 588 $ 732 $ 9,154 $ 18,979

Life insurance (2) (3):

5 unchanged sentences

1,530 — — — 1,530

$ 1,530 $ 522 $ 48 $ 448 $ 2,548

Total $ 1,530 $ 522 $ 48 $ 448 $ 2,548

Less than 2.00 %

4 unchanged sentences

484 — — — 484

$ 1,536 $ 1,386 $ 1,602 $ 238 $ 4,762

Total $ 1,536 $ 1,386 $ 1,602 $ 238 $ 4,762

_______________

7 unchanged sentences

Information regarding MRB assets and liabilities associated with variable annuities was as follows:

Six Months Ended

Nine Months Ended

September 30,

(Dollars in millions)

2 unchanged sentences

Decrements ( 124 ) ( 129 )

Effect of changes in future expected assumptions 540 ( 53 )

Effect of actual different from expected experience 73 67

11 unchanged sentences

_______________

(1) Amounts represent the sum of MRB assets and MRB liabilities presented on the consolidated balance sheets at June 30, 2025 and 2024, with the exception of $ 22 million and $ 0 , respectively, of index-linked annuities not included in this table.

(1) Amounts represent the sum of MRB assets and MRB liabilities presented on the consolidated balance sheets at September 30, 2025 and 2024, with the exception of $ 29 million and $ 47 million, respectively, of index-linked annuities not included in this table.

Market conditions, including, but not limited to, changes in interest rates, equity indices, market volatility and variations in actuarial assumptions, including policyholder behavior, mortality and risk margins related to non-capital markets inputs, as well as changes in nonperformance risk, may result in significant fluctuations in the estimated fair value of the guarantees.

As part of the 2025 and 2024 AAR, the Company updated assumptions regarding policyholder behavior, mortality and separate account fund allocations.

The impact from changes in assumptions is presented in effect of changes in future expected assumptions in the table above.

Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

Separate Accounts

1 unchanged sentence

Information regarding separate account liabilities was as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Variable Annuities Universal Life Insurance Company-Owned Life Insurance Variable Annuities Universal Life Insurance Company-Owned Life Insurance

9 unchanged sentences

Balance, end of period $ 77,515 $ 6,859 $ 2,470 $ 81,217 $ 6,511 $ 2,327

Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

Separate Accounts (continued)

A reconciliation of separate account liabilities reported in the preceding rollforward table to the separate account liabilities balance on the consolidated balance sheets was as follows at:

September 30,

(In millions)

4 unchanged sentences

The aggregate estimated fair value of assets, by major investment asset category, supporting separate accounts was as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions)

5 unchanged sentences

Total aggregate estimated fair value of assets $ 87,127 $ 85,636

Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

Separate Accounts (continued)

Net Amount at Risk and Cash Surrender Values

2 unchanged sentences

(In millions)

June 30, 2025

September 30, 2025

Account balances reported in the preceding rollforward tables:

4 unchanged sentences

Cash surrender value $ 8,877 $ 80,688 $ 51,970 $ 13,779 $ 4,144 $ 2,918

June 30, 2024

September 30, 2024

Account balances reported in the preceding rollforward tables:

13 unchanged sentences

(In millions)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Balance, beginning of period $ 2,116 $ 115 $ 1,462 $ 310 $ 332

7 unchanged sentences

Balance, end of period $ 2,247 $ 171 $ 1,553 $ 279 $ 353

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Balance, beginning of period $ 2,301 $ 110 $ 1,331 $ 354 $ 360

9 unchanged sentences

Information regarding deferred sales inducements, included in other assets, was as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Variable Annuities Fixed Rate Annuities Variable Annuities Fixed Rate Annuities

8 unchanged sentences

Information regarding unearned revenue, included in other policy-related balances, was as follows:

Six Months Ended June 30,

Nine Months Ended September 30,

Universal Life Insurance ULSG Variable Annuities Universal Life Insurance ULSG Variable Annuities

8 unchanged sentences

Fixed maturity securities by sector were as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Amortized Cost

17 unchanged sentences

Total fixed maturity securities $ 86,564 $ 64 $ 976 $ 5,939 $ 81,537 $ 87,603 $ 81 $ 498 $ 7,965 $ 80,055

The Company held non-income producing fixed maturity securities with an estimated fair value of $ 20 million and $ 30 million at June 30, 2025 and December 31, 2024, respectively.

The Company held non-income producing fixed maturity securities with an estimated fair value of $ 15 million and $ 30 million at September 30, 2025 and December 31, 2024, respectively.

Brighthouse Financial, Inc.

2 unchanged sentences

Maturities of Fixed Maturity Securities

The amortized cost and estimated fair value of fixed maturity securities, by contractual maturity date, were as follows at June 30, 2025:

The amortized cost and estimated fair value of fixed maturity securities, by contractual maturity date, were as follows at September 30, 2025:

Due in One Year or Less

14 unchanged sentences

The estimated fair value and gross unrealized losses of fixed maturity securities in an unrealized loss position, by sector and by length of time that the securities have been in a continuous unrealized loss position, were as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Less than 12 Months 12 Months or Greater Less than 12 Months 12 Months or Greater

41 unchanged sentences

An allowance for credit losses is not estimated on an accrued interest receivable, rather receivable balances 90-days past due are deemed uncollectible and are written off with a corresponding reduction to net investment income.

The accrued interest receivable on fixed maturity securities totaled $ 669 million and $ 672 million at June 30, 2025 and December 31, 2024, respectively, and is included in accrued investment income.

The accrued interest receivable on fixed maturity securities totaled $ 706 million and $ 672 million at September 30, 2025 and December 31, 2024, respectively, and is included in accrued investment income.

Fixed maturity securities are also evaluated to determine if they qualify as purchased financial assets with credit deterioration (“PCD”).

6 unchanged sentences

Current Period Evaluation

Based on the Company’s current evaluation of its fixed maturity securities in an unrealized loss position and the current intent or requirement to sell, the Company recorded an allowance for credit losses of $ 67 million, relating to 19 securities, at June 30, 2025.

Based on the Company’s current evaluation of its fixed maturity securities in an unrealized loss position and the current intent or requirement to sell, the Company recorded an allowance for credit losses of $ 64 million, relating to 20 securities, at September 30, 2025.

Management concluded that for all other fixed maturity securities in an unrealized loss position, the unrealized loss was not due to issuer-specific credit-related factors and as a result was recognized in OCI.

8 unchanged sentences

(In millions)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Balance, beginning of period $ 47 $ 26 $ 4 $ 4 $ 81

4 unchanged sentences

Balance, end of period $ 26 $ 32 $ 3 $ 3 $ 64

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Balance, beginning of period $ 15 $ — $ 5 $ 1 $ 21

5 unchanged sentences

_______________

(1) The Company recorded total write-offs of $ 33 million and $ 1 million for the six months ended June 30, 2025 and 2024, respectively.

(1) The Company recorded total write-offs of $ 33 million and $ 10 million for the nine months ended September 30, 2025 and 2024, respectively.

Mortgage Loans

1 unchanged sentence

Mortgage loans are summarized as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(Dollars in millions)

6 unchanged sentences

_______________

(1) Purchases of mortgage loans from third parties were $ 379 million and $ 557 million for the three months and six months ended June 30, 2025, respectively, and $ 188 million and $ 349 million for the three months and six months ended June 30, 2024, respectively, and were primarily comprised of residential mortgage loans.

(1) Purchases of mortgage loans from third parties were $ 250 million and $ 807 million for the three months and nine months ended September 30, 2025, respectively, and $ 314 million and $ 664 million for the three months and nine months ended September 30, 2024, respectively, and were primarily comprised of residential mortgage loans.

Brighthouse Financial, Inc.

7 unchanged sentences

An allowance for credit losses is generally not estimated on an accrued interest receivable, rather when a loan is placed in nonaccrual status the associated accrued interest receivable balance is written off with a corresponding reduction to net investment income.

The accrued interest receivable on mortgage loans is included in accrued investment income and totaled $ 130 million and $ 132 million at June 30, 2025 and December 31, 2024, respectively.

The accrued interest receivable on mortgage loans is included in accrued investment income and totaled $ 130 million and $ 132 million at September 30, 2025 and December 31, 2024, respectively.

The allowance for credit losses is estimated using relevant available information, from internal and external sources, relating to past events, current conditions, and a reasonable and supportable forecast.

23 unchanged sentences

(In millions)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Balance, beginning of period $ 106 $ 30 $ 42 $ 178

2 unchanged sentences

Balance, end of period $ 143 $ 21 $ 41 $ 205

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Balance, beginning of period $ 69 $ 19 $ 49 $ 137

6 unchanged sentences

(In millions)

June 30, 2025

September 30, 2025

Commercial mortgage loans

49 unchanged sentences

The amortized cost of commercial mortgage loans by debt-service coverage ratio was as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Amortized Cost % of

13 unchanged sentences

Past Due Mortgage Loans by Portfolio Segment

The Company has a high-quality, well-performing mortgage loan portfolio, with 99 % of all mortgage loans classified as performing at both June 30, 2025 and December 31, 2024.

The Company has a high-quality, well-performing mortgage loan portfolio, with 99 % of all mortgage loans classified as performing at both September 30, 2025 and December 31, 2024.

Delinquency is defined consistent with industry practice, when mortgage loans are past due as follows:

2 unchanged sentences

The aging of the amortized cost of past due mortgage loans by portfolio segment was as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Commercial Agricultural Residential Total Commercial Agricultural Residential Total

11 unchanged sentences

(In millions)

June 30, 2025

September 30, 2025

$ 236 $ 9 $ 113 $ 358

2 unchanged sentences

_______________

(1) The Company had $ 9 million and $ 3 million of mortgage loans in nonaccrual status for which there was no related allowance for credit losses at June 30, 2025 and December 31, 2024, respectively.

Current period investment income on mortgage loans in nonaccrual status was $ 3 million and $ 1 million for the six months ended June 30, 2025 and 2024, respectively.

(1) The Company had $ 9 million and $ 3 million of mortgage loans in nonaccrual status for which there was no related allowance for credit losses at September 30, 2025 and December 31, 2024, respectively.

Current period investment income on mortgage loans in nonaccrual status was $ 6 million and $ 3 million for the nine months ended September 30, 2025 and 2024, respectively.

Modified Mortgage Loans by Portfolio Segment

1 unchanged sentence

Generally, the types of concessions may include interest rate reduction, term extension, principal forgiveness, or a combination of all three.

The Company did not have a significant amount of mortgage loans modified during both the six months ended June 30, 2025 and 2024.

The Company did not have a significant amount of mortgage loans modified during both the nine months ended September 30, 2025 and 2024.

Other Invested Assets

8 unchanged sentences

The components of net unrealized investment gains (losses), included in AOCI, were as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions)

8 unchanged sentences

The changes in net unrealized investment gains (losses) were as follows:

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

(In millions)

4 unchanged sentences

Deferred income tax benefit (expense) ( 388 )

Balance at June 30, 2025 $ ( 3,819 )

Balance at September 30, 2025 $ ( 3,305 )

Change in net unrealized investment gains (losses) $ 1,461

1 unchanged sentence

There were no investments in any counterparty that were greater than 10% of the Company’s equity, other than the U.S.

government and its agencies, at both June 30, 2025 and December 31, 2024.

government and its agencies, at both September 30, 2025 and December 31, 2024.

Securities Lending

Elements of the securities lending program are presented below at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions)

11 unchanged sentences

The cash collateral liability by loaned security type and remaining tenor of the agreements were as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Open (1) 1 Month or Less 1 to 6 Months Total Open (1) 1 Month or Less 1 to 6 Months Total

8 unchanged sentences

If the Company is required to return significant amounts of cash collateral on short notice and is forced to sell securities to meet the return obligation, it may have difficulty selling such collateral that is invested in securities in a timely manner, be forced to sell securities in a volatile or illiquid market for less than what otherwise would have been realized in normal market conditions, or both.

The estimated fair value of the securities on loan related to the cash collateral on open at June 30, 2025 was $ 444 million, primarily comprised of U.S.

The estimated fair value of the securities on loan related to the cash collateral on open at September 30, 2025 was $ 379 million, primarily comprised of U.S.

government and agency securities which, if put back to the Company, could be immediately sold to satisfy the cash requirement.

2 unchanged sentences

and foreign corporate securities, non-agency RMBS and CMBS) with 50 % invested in agency RMBS, U.S.

government and agency securities and cash and cash equivalents at June 30, 2025.

government and agency securities and cash and cash equivalents at September 30, 2025.

If the securities on loan or the reinvestment portfolio become less liquid, the Company has the liquidity resources of most of its general account available to meet any potential cash demands when securities on loan are put back to the Company.

1 unchanged sentence

Invested assets on deposit, held in trust and pledged as collateral at estimated fair value were as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions)

4 unchanged sentences

_______________

(1) The Company has assets, primarily fixed maturity securities, on deposit with governmental authorities relating to certain policyholder liabilities, of which $ 76 million and $ 68 million of the assets on deposit represents restricted cash and cash equivalents at June 30, 2025 and December 31, 2024, respectively.

(2) The Company has assets, primarily fixed maturity securities, held in trust relating to certain reinsurance transactions, of which $ 616 million and $ 334 million of the assets held in trust balance represents restricted cash and cash equivalents at June 30, 2025 and December 31, 2024, respectively.

(1) The Company has assets, primarily fixed maturity securities, on deposit with governmental authorities relating to certain policyholder liabilities, of which $ 143 million and $ 68 million of the assets on deposit represents restricted cash and cash equivalents at September 30, 2025 and December 31, 2024, respectively.

(2) The Company has assets, primarily fixed maturity securities, held in trust relating to certain reinsurance transactions, of which $ 536 million and $ 334 million of the assets held in trust balance represents restricted cash and cash equivalents at September 30, 2025 and December 31, 2024, respectively.

(3) The Company has pledged invested assets in connection with various agreements and transactions, including funding agreements (see Note 3 of the Notes to the Consolidated Financial Statements included in the 2024 Annual Report) and derivative transactions (see Note 8).

See “— Securities Lending” for information regarding securities on loan.

In addition, the Company’s investment in FHLB common stock, which is considered restricted until redeemed by the issuer, was $ 218 million and $ 222 million at redemption value at June 30, 2025 and December 31, 2024, respectively.

Brighthouse Financial, Inc.

7 unchanged sentences

In addition, the evaluation of whether a legal entity is a VIE and if the Company is a primary beneficiary includes a review of the capital structure of the VIE, the related contractual relationships and terms, the nature of the operations and purpose of the VIE, the nature of the VIE interests issued and the Company’s involvement with the entity.

There were no material VIEs for which the Company has concluded that it is the primary beneficiary at either June 30, 2025 or December 31, 2024.

There were no material VIEs for which the Company has concluded that it is the primary beneficiary at either September 30, 2025 or December 31, 2024.

The carrying amount and maximum exposure to loss related to the VIEs for which the Company has concluded that it holds a variable interest, but is not the primary beneficiary, were as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Carrying Amount

29 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

14 unchanged sentences

_______________

(1) Investment gains (losses) were ($ 6 ) million and less than $ 1 million related to trading securities still held for the three months and six months ended June 30, 2025, respectively.

There were no investment gains (losses) related to trading securities still held for the three months and six months ended June 30, 2024.

(2) Includes net investment income pertaining to other limited partnership interests of $ 63 million and $ 119 million for the three months and six months ended June 30, 2025, respectively, and $ 102 million and $ 195 million for the three months and six months ended June 30, 2024, respectively.

(1) Investment gains (losses) were $ 7 million related to trading securities still held for both the three months and nine months ended September 30, 2025.

There were no investment gains (losses) related to trading securities still held for the three months and nine months ended September 30, 2024.

(2) Includes net investment income pertaining to other limited partnership interests of $ 102 million and $ 221 million for the three months and nine months ended September 30, 2025, respectively, and $ 64 million and $ 259 million for the three months and nine months ended September 30, 2024, respectively.

Net Investment Gains (Losses)

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Limited partnerships and LLCs — — — ( 1 )

Other 4 1 2 1

Total net investment gains (losses) (2)

Gains (losses) from foreign currency transactions included within net investment gains (losses) were not significant for the three months and six months ended June 30, 2025 and 2024.

$ 48 $ ( 60 ) $ ( 74 ) $ ( 222 )

_______________

(1) In July 2025, the Company sold a subsidiary which owned certain mineral rights across the U.S.

and recognized a gain of $ 66 million for the three months and nine months ended September 30, 2025.

(2) Gains (losses) from foreign currency transactions included within net investment gains (losses) were not significant for the three months and nine months ended September 30, 2025 and 2024.

Brighthouse Financial, Inc.

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

8 unchanged sentences

The Company maintains an overall risk management strategy that incorporates the use of derivative instruments to minimize its exposure to various market risks.

The Company has historically managed the risks related to its variable annuity and first generation Shield Annuity contracts on a combined basis.

In the third quarter of 2025, the Company completed an initiative that established a stand-alone hedging program for each product allowing the Company to separately manage the risks related to these two products.

Commonly used derivative instruments include, but are not necessarily limited to:

13 unchanged sentences

The primary underlying risk exposure, gross notional amount and estimated fair value of derivatives, excluding embedded derivatives, held were as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Primary Underlying Risk Exposure Gross Notional Amount

24 unchanged sentences

Total $ 346,805 $ 7,700 $ 6,551 $ 277,424 $ 4,135 $ 5,248

Based on gross notional amounts, a substantial portion of the Company’s derivatives was not designated or did not qualify as part of a hedging relationship at both June 30, 2025 and December 31, 2024.

Based on gross notional amounts, a substantial portion of the Company’s derivatives was not designated or did not qualify as part of a hedging relationship at both September 30, 2025 and December 31, 2024.

The Company’s use of derivatives includes (i) derivatives that serve as hedges of the Company’s exposure to various risks and generally do not qualify for hedge accounting because they do not meet the criteria required under portfolio hedging rules;

8 unchanged sentences

(In millions)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Derivatives Designated as Hedging Instruments:

11 unchanged sentences

Total $ ( 409 ) $ ( 1 ) $ 12 $ 1 $ 54

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Derivatives Designated as Hedging Instruments:

16 unchanged sentences

(In millions)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Derivatives Designated as Hedging Instruments:

11 unchanged sentences

Total $ ( 1,346 ) $ 10 $ 34 $ 3 $ ( 219 )

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Derivatives Designated as Hedging Instruments:

11 unchanged sentences

Total $ ( 2,673 ) $ ( 3 ) $ 38 $ 6 $ ( 22 )

At June 30, 2025 and December 31, 2024, the Company held no qualified derivatives hedging exposure to future cash flows for forecasted asset purchases.

At June 30, 2025 and December 31, 2024, the balance in AOCI associated with cash flow hedges was $ 189 million and $ 469 million, respectively.

At September 30, 2025 and December 31, 2024, the Company held no qualified derivatives hedging exposure to future cash flows for forecasted asset purchases.

At September 30, 2025 and December 31, 2024, the balance in AOCI associated with cash flow hedges was $ 246 million and $ 469 million, respectively.

Credit Derivatives

5 unchanged sentences

The estimated fair value, maximum amount of future payments and weighted average years to maturity of written credit default swaps were as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Rating Agency Designation of Referenced Credit Obligations (1) Estimated Fair Value of Credit Default Swaps

31 unchanged sentences

(In millions)

June 30, 2025

September 30, 2025

Derivative assets $ 7,329 $ ( 5,113 ) $ ( 986 ) $ 1,230 $ ( 1,191 ) $ 39

11 unchanged sentences

The aggregate estimated fair values of derivatives in a net liability position containing such credit-contingent provisions and the aggregate estimated fair value of assets posted as collateral for such instruments were as follows at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(In millions)

13 unchanged sentences

Investments that do not have a readily determinable fair value and are measured at net asset value (or equivalent) as a practical expedient to estimated fair value are excluded from the fair value hierarchy.

June 30, 2025

September 30, 2025

Fair Value Hierarchy Total Estimated Fair Value

94 unchanged sentences

Price adjustments are applied if prices or quotes received from independent pricing services or brokers are not considered reflective of market activity or representative of estimated fair value.

The Company did not have significant price adjustments during the six months ended June 30, 2025.

The Company did not have significant price adjustments during the nine months ended September 30, 2025.

Determination of Fair Value

80 unchanged sentences

Certain quantitative information about the significant unobservable inputs used in the fair value measurement, and the sensitivity of the estimated fair value to changes in those inputs, for the more significant asset and liability classes measured at fair value on a recurring basis using significant unobservable inputs (Level 3) were as follows at:

June 30, 2025 December 31, 2024 Impact of Increase in Input on Estimated Fair Value

September 30, 2025 December 31, 2024 Impact of Increase in Input on Estimated Fair Value

Valuation Techniques Significant Unobservable Inputs

54 unchanged sentences

(In millions)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Balance, beginning of period

16 unchanged sentences

Balance, end of period $ 702 $ 318 $ 24 $ — $ 6 $ 5 $ 8 $ ( 12,691 )

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Balance, beginning of period

16 unchanged sentences

Balance, end of period $ 1,092 $ 396 $ 23 $ — $ 22 $ 2 $ 10 $ ( 11,527 )

Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2025 (7)

Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at September 30, 2025 (7)

$ — $ — $ — $ — $ — $ — $ — $ ( 2,088 )

Changes in unrealized gains (losses) included in OCI for the instruments still held as of June 30, 2025 (7)

Changes in unrealized gains (losses) included in OCI for the instruments still held as of September 30, 2025 (7)

$ 1 $ 2 $ — $ — $ — $ — $ — $ —

Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2024 (7)

Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at September 30, 2024 (7)

$ ( 17 ) $ — $ — $ — $ ( 1 ) $ — $ ( 1 ) $ ( 1,262 )

Changes in unrealized gains (losses) included in OCI for the instruments still held as of June 30, 2024 (7)

Changes in unrealized gains (losses) included in OCI for the instruments still held as of September 30, 2024 (7)

$ — $ 4 $ 2 $ — $ — $ — $ — $ —

10 unchanged sentences

(In millions)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Balance, beginning of period

16 unchanged sentences

Balance, end of period $ 702 $ 318 $ 24 $ — $ 6 $ 5 $ 8 $ ( 12,691 )

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Balance, beginning of period

16 unchanged sentences

Balance, end of period $ 1,092 $ 396 $ 23 $ — $ 22 $ 2 $ 10 $ ( 11,527 )

Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2025 (7)

Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at September 30, 2025 (7)

$ ( 7 ) $ — $ — $ — $ — $ — $ — $ ( 3,568 )

Changes in unrealized gains (losses) included in OCI for the instruments still held as of June 30, 2025 (7)

Changes in unrealized gains (losses) included in OCI for the instruments still held as of September 30, 2025 (7)

$ 13 $ ( 5 ) $ 3 $ — $ — $ — $ — $ —

Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at June 30, 2024 (7)

Changes in unrealized gains (losses) included in net income (loss) for the instruments still held at September 30, 2024 (7)

$ ( 35 ) $ — $ — $ — $ ( 3 ) $ — $ ( 2 ) $ ( 4,183 )

Changes in unrealized gains (losses) included in OCI for the instruments still held as of June 30, 2024 (7)

Changes in unrealized gains (losses) included in OCI for the instruments still held as of September 30, 2024 (7)

$ ( 5 ) $ 4 $ 1 $ — $ — $ — $ — $ —

24 unchanged sentences

The carrying values and estimated fair values for such financial instruments, and their corresponding placement in the fair value hierarchy, are summarized as follows at:

June 30, 2025

September 30, 2025

Fair Value Hierarchy

27 unchanged sentences

Preferred Stock

Preferred stock shares authorized, issued and outstanding were as follows at both June 30, 2025 and December 31, 2024:

Preferred stock shares authorized, issued and outstanding were as follows at both September 30, 2025 and December 31, 2024:

Shares Authorized Shares Issued Shares Outstanding

10 unchanged sentences

The per share and aggregate dividends declared for BHF’s preferred stock by series were as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

7 unchanged sentences

Common Stock Repurchase Program

During the six months ended June 30, 2025 and 2024, BHF repurchased 1,844,396 and 2,634,041 shares, respectively, of its common stock through open market purchases, pursuant to Rule 10b5-1 plans, for $ 102 million and $ 126 million, respectively.

At June 30, 2025, BHF had $ 441 million remaining under its common stock repurchase program.

During the nine months ended September 30, 2025 and 2024, BHF repurchased 1,844,396 and 4,062,047 shares, respectively, of its common stock through open market purchases, pursuant to Rule 10b5-1 plans, for $ 102 million and $ 190 million, respectively.

At September 30, 2025, BHF had $ 441 million remaining under its common stock repurchase program.

Brighthouse Financial, Inc.

3 unchanged sentences

Information regarding changes in the balances of each component of AOCI was as follows:

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Unrealized Investment Gains (Losses), Net of Related Offsets (1) Unrealized Gains (Losses) on Derivatives

1 unchanged sentence

(In millions)

Balance at March 31, 2025

Balance at June 30, 2025

$ ( 3,968 ) $ 149 $ ( 1,404 ) $ 986 $ ( 20 ) $ ( 4,257 )

5 unchanged sentences

Amounts reclassified from AOCI, net of income tax 13 3 — — 2 18

Balance at June 30, 2025

Balance at September 30, 2025

$ ( 3,500 ) $ 195 $ ( 1,530 ) $ 835 $ ( 20 ) $ ( 4,020 )

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Unrealized Investment Gains (Losses), Net of Related Offsets (1) Unrealized Gains (Losses) on Derivatives

1 unchanged sentence

(In millions)

Balance at March 31, 2024

Balance at June 30, 2024

$ ( 5,245 ) $ 350 $ ( 1,624 ) $ 1,153 $ ( 53 ) $ ( 5,419 )

5 unchanged sentences

Amounts reclassified from AOCI, net of income tax 15 ( 7 ) — — 2 10

Balance at June 30, 2024 $ ( 5,245 ) $ 350 $ ( 1,624 ) $ 1,153 $ ( 53 ) $ ( 5,419 )

Six Months Ended June 30, 2025

Balance at September 30, 2024 $ ( 3,123 ) $ 249 $ ( 1,828 ) $ 612 $ ( 37 ) $ ( 4,127 )

Nine Months Ended September 30, 2025

Unrealized Investment Gains (Losses), Net of Related Offsets (1) Unrealized Gains (Losses) on Derivatives

9 unchanged sentences

Amounts reclassified from AOCI, net of income tax 44 ( 3 ) — — 4 45

Balance at June 30, 2025

Balance at September 30, 2025

$ ( 3,500 ) $ 195 $ ( 1,530 ) $ 835 $ ( 20 ) $ ( 4,020 )

2 unchanged sentences

Equity (continued)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Unrealized Investment Gains (Losses), Net of Related Offsets (1) Unrealized Gains (Losses) on Derivatives

9 unchanged sentences

Amounts reclassified from AOCI, net of income tax 111 ( 11 ) — — 3 103

Balance at June 30, 2024

Balance at September 30, 2024

$ ( 3,123 ) $ 249 $ ( 1,828 ) $ 612 $ ( 37 ) $ ( 4,127 )

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

29 unchanged sentences

The passage of time reflects the satisfaction of the Company’s performance obligations to the Funds and is used to recognize revenue associated with 12b-1 fees.

Other revenues included 12b-1 fees of $ 64 million and $ 129 million for the three months and six months ended June 30, 2025, respectively, and $ 69 million and $ 136 million for the three months and six months ended June 30, 2024, respectively, of which substantially all were reported in the Annuities segment.

Other revenues included 12b-1 fees of $ 66 million and $ 195 million for the three months and nine months ended September 30, 2025, respectively, and $ 68 million and $ 204 million for the three months and nine months ended September 30, 2024, respectively, of which substantially all were reported in the Annuities segment.

Other Expenses

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

16 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Diluted $ 7.89 $ 2.47 $ 3.78 $ ( 5.82 )

For the three months ended June 30, 2025, weighted average shares used for calculating diluted earnings per common share includes 166,769 shares underlying in-the-money stock options.

For the three months ended June 30, 2024, weighted average shares used for calculating diluted earnings per common share excludes 187,371 shares underlying out-of-the-money stock options, as the inclusion of such shares would be antidilutive under the treasury stock method to the earnings per common share calculation due to the average share price for the three months ended June 30, 2024.

For both the six months ended June 30, 2025 and 2024, basic loss per common share equaled diluted loss per common share.

The diluted shares were not included in the per share calculation for these periods as the inclusion of such shares would have an antidilutive effect.

For the three months ended September 30, 2025 and 2024, weighted average shares used for calculating diluted earnings per common share excludes 166,769 and 187,371 shares, respectively, underlying out-of-the-money stock options, as the inclusion of such shares would be antidilutive under the treasury stock method to the earnings per common share calculation due to the average share price for the three months ended September 30, 2025 and 2024.

For the nine months ended September 30, 2025, weighted average shares used for calculating diluted earnings per common share includes 113,531 shares underlying in-the-money stock options.

For the nine months ended September 30, 2024, basic loss per common share equaled diluted loss per common share.

The diluted shares were not included in the per share calculation for this period as the inclusion of such shares would have an antidilutive effect.

Contingencies, Commitments and Guarantees

17 unchanged sentences

The Company establishes liabilities for litigation and regulatory loss contingencies when it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated.

It is possible that some matters could require the Company to pay damages or make other expenditures or establish accruals in amounts that could not be estimated at June 30, 2025.

It is possible that some matters could require the Company to pay damages or make other expenditures or establish accruals in amounts that could not be estimated at September 30, 2025.

Matters as to Which an Estimate Can Be Made

1 unchanged sentence

For such matters where a loss is believed to be reasonably possible, but not probable, no accrual has been made.

In addition to amounts accrued for probable and reasonably estimable losses, as of June 30, 2025, the Company estimates the aggregate range of reasonably possible losses to be up to approximately $ 10 million.

In addition to amounts accrued for probable and reasonably estimable losses, as of September 30, 2025, the Company estimates the aggregate range of reasonably possible losses to be up to approximately $ 10 million.

Matters as to Which an Estimate Cannot Be Made

9 unchanged sentences

District Court, Northern District of Georgia, Atlanta Division, filed May 8, 2020).

Plaintiff has filed a purported class action lawsuit against Brighthouse Life Insurance Company.

Plaintiff was the owner of a universal life insurance policy issued by Travelers Insurance Company, a predecessor to Brighthouse Life Insurance Company.

Plaintiff seeks to certify a class of all persons who own or owned life insurance policies issued where the terms of the life insurance policy provide or provided, among other things, a guarantee that the cost of insurance rates would not be increased by more than a specified percentage in any contract year.

Plaintiff also alleges that cost of insurance charges were based on improper factors and should have decreased over time due to improving mortality but did not.

Plaintiff alleges, among other things, causes of action for breach of contract, fraud, suppression and concealment, and violation of the Georgia Racketeer Influenced and Corrupt Organizations Act.

Plaintiff filed a purported class action lawsuit against Brighthouse Life Insurance Company.

Plaintiff was the owner of a universal life (“UL”) insurance policy issued by Travelers Insurance Company, a predecessor to Brighthouse Life Insurance Company.

Plaintiff sought to certify a class of all persons who own or owned life insurance policies issued where the terms of the life insurance policy provide or provided, among other things, a guarantee that the cost of insurance (“COI”) rates would not be increased by more than a specified percentage in any contract year.

Plaintiff also alleges that COI charges were based on improper factors and should have decreased over time due to improving mortality.

Plaintiff’s complaint alleges, among other things, causes of action for breach of contract, fraud, suppression and concealment, and violation of the Georgia Racketeer Influenced and Corrupt Organizations Act.

Plaintiff seeks to recover damages, including punitive damages, interest and treble damages, attorneys’ fees, and injunctive and declaratory relief.

3 unchanged sentences

The motion was granted on January 23, 2023, and the third amended class action complaint was filed on January 23, 2023.

On September 5, 2025, the court granted in part plaintiff’s motion for class certification, certifying a class of all persons, who as of May 8, 2015, owned a UL policy issued in Georgia by Brighthouse Life Insurance Company or its predecessors-in-interest on Forms ULXP86 and ULXP88, and who were subject to at least one monthly deduction.

On October 31, 2025, the court issued an amended order changing the date as to class certification for breach of contract claims to March 14, 2014 and for Georgia Racketeer Influenced and Corrupt Organizations Act claims to March 14, 2015.

The Company intends to vigorously defend this matter.

Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

Contingencies, Commitments and Guarantees (continued)

Lawrence Martin v.

1 unchanged sentence

District Court, Southern District of New York, filed April 6, 2021).

Plaintiff has filed a purported class action lawsuit against Brighthouse Life Insurance Company.

Plaintiff is the owner of a universal life insurance policy issued by Travelers Insurance Company, a predecessor to Brighthouse Life Insurance Company.

Plaintiff seeks to certify a class of similarly situated owners of universal life insurance policies issued or administered by defendants and alleges that cost of insurance charges were based on improper factors and should have decreased over time due to improving mortality but did not.

Plaintiff alleges, among other things, causes of action for breach of contract, breach of the covenant of good faith and fair dealing, and unjust enrichment.

Plaintiff seeks to recover compensatory damages, attorney’s fees, interest, and equitable relief including a constructive trust.

Plaintiff filed a purported class action lawsuit against Brighthouse Life Insurance Company.

Plaintiff is the owner of a UL insurance policy issued by Travelers Insurance Company, a predecessor to Brighthouse Life Insurance Company.

Plaintiff sought to certify a class of similarly situated owners of UL insurance policies issued or administered by defendants and alleges that COI charges were based on improper factors and should have decreased over time due to improving mortality.

Plaintiff’s complaint alleges, among other things, causes of action for breach of contract, breach of the covenant of good faith and fair dealing, and unjust enrichment.

Plaintiff seeks to recover compensatory damages, attorneys’ fees, interest, and equitable relief including a constructive trust.

Brighthouse Life Insurance Company filed a motion to dismiss in June 2021, which was denied in February 2022.

Brighthouse Life Insurance Company of NY, was initially named as a defendant when the lawsuit was filed, but was dismissed as a defendant, without prejudice, in April 2022.

On September 25, 2025, the court granted in part plaintiff’s motion for class certification, certifying as to plaintiff’s breach of contract claim based on the alleged failure to decrease COI rates, a nationwide class of owners of UL policies, with the product codes ULX or ULXP, that contains the language:

“We will base these rates only on our future outlook for mortality and expenses.” On October 9, 2025, plaintiff filed a petition for permission to appeal to the United States Court of Appeals for the Second Circuit.

The Company intends to vigorously defend this matter.

Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

Contingencies, Commitments and Guarantees (continued)

MOVEit Data Security Incident Litigation

14 unchanged sentences

However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation, it is possible that an adverse outcome in certain matters could, from time to time, have a material effect on the Company’s consolidated net income or cash flows in particular quarterly or annual periods.

Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

Contingencies, Commitments and Guarantees (continued)

Other Loss Contingencies

6 unchanged sentences

In the matters where the Company’s subsidiaries are acting as the reinsured or the reinsurer, such reinsurance matters have involved assertions by third parties primarily related to rates, fees or reinsured benefit calculations, and certain of such reinsurance matters have resulted in arbitration.

As of June 30, 2025, the Company estimates the range of reasonably possible losses in excess of the amounts accrued for certain other loss contingencies to be from zero up to approximately $ 100 million relating to certain tax matters, as described above.

As of September 30, 2025, the Company estimates the range of reasonably possible losses in excess of the amounts accrued for certain other loss contingencies to be from zero up to approximately $ 100 million relating to certain tax and reinsurance matters, as described above.

For certain other matters, the Company may not currently be able to estimate the reasonably possible loss or estimated range of loss until developments in such matters have provided sufficient information to support an assessment of such loss.

During the first quarter of 2024, an arbitration panel ruled in favor of a reinsurer seeking a premium rate increase retroactive to September 2019 resulting in a $ 187 million loss, of which $ 167 million was reported in universal life and investment product-type policy fees and $ 20 million was reported in other expenses.

Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

Contingencies, Commitments and Guarantees (continued)

Mortgage Loan Commitments

The Company commits to lend funds under mortgage loan commitments.

The amounts of these mortgage loan commitments were $ 182 million and $ 271 million at June 30, 2025 and December 31, 2024, respectively.

The amounts of these mortgage loan commitments were $ 325 million and $ 271 million at September 30, 2025 and December 31, 2024, respectively.

Commitments to Fund Partnership Investments, Bank Credit Facilities and Private Corporate Bond Investments

The Company commits to fund partnership investments and to lend funds under bank credit facilities and private corporate bond investments.

The amounts of these unfunded commitments were $ 1.6 billion and $ 1.7 billion at June 30, 2025 and December 31, 2024, respectively.

The amounts of these unfunded commitments were $ 1.6 billion and $ 1.7 billion at September 30, 2025 and December 31, 2024, respectively.

In the normal course of its business, the Company has provided certain indemnities, guarantees and commitments to third parties such that it may be required to make payments now or in the future.

5 unchanged sentences

Management believes that it is unlikely the Company will have to make any material payments under these indemnities, guarantees, or commitments.

Brighthouse Financial, Inc.

Notes to the Interim Condensed Consolidated Financial Statements (Unaudited) (continued)

Contingencies, Commitments and Guarantees (continued)

In addition, the Company indemnifies its directors and officers as provided in its charters and bylaws.

1 unchanged sentence

Since these indemnities are generally not subject to limitation with respect to duration or amount, the Company does not believe that it is possible to determine the maximum potential amount that could become due under these indemnities in the future.

The Company did no t have any liabilities recorded for indemnities, guarantees and commitments at both June 30, 2025 and December 31, 2024 .

The Company did no t have any liabilities recorded for indemnities, guarantees and commitments at both September 30, 2025 and December 31, 2024 .

Subsequent Event

On November 6, 2025, BHF entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aquarian Holdings VI L.P., a Delaware limited partnership (“Parent”), Aquarian Beacon Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Aquarian Holdings LLC, a Delaware limited liability company (“Aquarian Holdings”), solely for the purpose of certain provisions, pursuant to which, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into BHF, with BHF surviving as a wholly owned subsidiary of Parent (the “Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of BHF’s common stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $ 70.00 per share, net in cash, without interest and less any amounts that are required to be deducted or withheld under applicable law.

The consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including, among others, the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of BHF common stock entitled to vote thereon at a meeting of BHF stockholders and the receipt of certain regulatory approvals, including from insurance regulators in Delaware, New York and Massachusetts.

Parent’s and Merger Sub’s obligations are also conditioned upon the absence of a Company Material Adverse Effect (as defined in the Merger Agreement) and the absence of a Burdensome Condition (as defined in the Merger Agreement).

The Merger Agreement also contains customary representations, warranties and covenants by each of Parent, Merger Sub, Aquarian Holdings and BHF, including, among others, covenants by BHF to use its reasonable best efforts to conduct its business in the ordinary course consistent with past practice and to refrain from taking certain actions prior to the Effective Time, in each case except with Parent’s consent.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements