What changed in this filing

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Item 1. Business

2026-02-24 compared with 2025-02-28 · 176 added, 141 removed, 768 unchanged (29% of the section changed)

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Available Information and the Brighthouse Financial Website

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We are one of the largest providers of annuity and life insurance products in the U.S.

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Assets under management (“AUM”) for each of our segments was as follows at:

December 31, 2024 December 31, 2023

General Account Investments Separate

Account Assets Total General Account Investments Separate

Account Assets Total

December 31, 2025

December 31, 2024

General Account Investments

Separate Account Assets

General Account Investments

Separate Account Assets

(In millions)

Annuities $ 71,734 $ 77,386 $ 149,120 $ 68,489 $ 80,169 $ 148,658

Life 9,332 6,419 15,751 9,966 5,921 15,887

Run-off 24,539 1,831 26,370 25,397 2,181 27,578

Corporate & Other

Total $ 117,387 $ 85,636 $ 203,023 $ 115,456 $ 88,271 $ 203,727

Our Annuities segment consists of a variety of variable, fixed, index-linked and income annuities designed to address contract holders’ needs for protected wealth accumulation on a tax-deferred basis, wealth transfer and income security.

In 2013, we began a shift in our business mix towards fixed products with lower guaranteed minimum crediting rates and variable annuity products with less risky living benefits while simultaneously increasing our emphasis on index-linked annuity products.

Since 2014, our new sales have primarily consisted of Shield ® Level Annuities (“Shield” and “Shield Annuities”), fixed annuities and variable annuities with simplified living benefits.

Since 2014, our new sales have primarily consisted of Shield ® Level Annuities (“Shield,” “Shield Annuity” and “Shield Annuities”), fixed annuities and variable annuities with simplified living benefits.

We have launched new products and refined existing products as we continue to strive to innovate in response to customer and distributor needs and market conditions.

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Insurance liabilities of our annuity products were as follows at:

December 31, 2024 December 31, 2023

Account (1) Separate

Account Total General

Account (1) Separate

Account Total

December 31, 2025

December 31, 2024

General Account (1)

Separate Account

General Account (1)

Separate Account

(In millions)

Variable $ 3,833 $ 77,151 $ 80,984 $ 4,307 $ 79,990 $ 84,297

Shield Annuities

Fixed deferred

Income 4,283 235 4,518 4,279 179 4,458

Total $ 60,824 $ 77,386 $ 138,210 $ 57,230 $ 80,169 $ 137,399

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Both products provide guaranteed lifetime income that can be used to supplement other retirement income sources.

SPIAs are single premium annuity products that provide a guaranteed level of income, beginning within 12 months from the contract issuance date, to the contract holder for a specified number of years or the duration of the life of the annuitant(s).

SPIAs are single premium annuity products that

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provide a guaranteed level of income, beginning within 12 months from the contract issuance date, to the contract holder for a specified number of years or the duration of the life of the annuitant(s).

DIAs differ from SPIAs in that DIAs require the contract holder to wait at least 15 months before income payments commence.

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We earn various types of fee revenue based on account value, fund assets and the guarantees for contracts that invest through a separate account.

We earned fees and charges on our variable annuity contracts that invest through a separate account of $2.6 billion, net of pass-through amounts, for both years ended December 31, 2024 and 2023.

We earned fees and charges on our variable annuity contracts that invest through a separate account of $2.5 billion and $2.6 billion, net of pass-through amounts, for the years ended December 31, 2025 and 2024, respectively.

In addition to fee revenue, we also earn a spread on the portion of the account value allocated to the general account.

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Investment management fees differ by fund.

A portion of the investment management fees charged on proprietary funds managed by subadvisors unaffiliated with us are paid by us to such subadvisors.

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of the investment management fees charged on proprietary funds managed by subadvisors unaffiliated with us are paid by us to such subadvisors.

Investment management fees reduce the net returns on the variable annuity investments.

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In 2018, we launched an updated version of FlexChoice SM , “Flex Choice Access,” to provide financial advisors and their clients more investment flexibility.

We introduced Shield Annuities in 2013 and sales have continued to increase due to growing consumer demand.

Shield Annuities have historically provided us with a risk offset to the GMxBs offered in our traditional variable annuity products, and we historically managed our variable annuities and Shield Annuities on a combined basis.

We introduced our first generation Shield Annuities in 2013 and sales have continued to increase due to growing consumer demand.

Shield Annuities have historically provided us with a risk offset to the GMxBs offered in our traditional variable annuity products.

In 2024, we launched updated versions of our suite of Shield Annuities, which we manage separately from our variable annuities and first generation Shield Annuities.

We have historically managed the risks related to our variable annuity and first generation Shield Annuity contracts on a combined basis.

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

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management Strategies.”

In July 2024, we launched updated versions of our suite of Shield Annuities, which we manage separately from our variable annuities and first generation Shield Annuities.

Going forward, we intend to focus on selling our new suite of Shield Annuity products, along with variable annuities with GMWBs and GMDBs only.

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Deposits for our Shield Annuities and variable annuities were as follows:

Years Ended December 31,

2024 2023 2022

(In millions)

Shield Annuities

GMWB 355 402 852

GMDB only 252 220 286

GMIB 22 24 49

Total $ 8,300 $ 7,503 $ 7,035

Guaranteed Minimum Death Benefits

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However, the Benefit Base for this death benefit is adjusted for all withdrawals.

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Our variable annuity account values and Benefit Base by type of GMDB were as follows at:

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Interval reset

Total $ 80,984 $ 93,030 $ 84,297 $ 96,808

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Our in-force block of variable annuities consists of three varieties of GMLBs, including variable annuities with GMIBs, GMWBs and GMABs.

Based on total account value, approximately 75% and 76% of our variable annuity block included living benefit guarantees at December 31, 2024 and 2023, respectively.

Based on total account value, approximately 75% of our variable annuity block included living benefit guarantees at both December 31, 2025 and 2024.

GMIBs are our largest block of living benefit guarantees based on in-force account value.

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We also reduced the guaranteed roll-up rates from 6% to 4%.

Additionally, we introduced limitations on fund selections inside certain variable annuity contracts and introduced managed volatility funds to our fund offerings in conjunction with the introduction of our last generation GMIB product “Max.” Approximately 28% and 29% of GMIB total account value at December 31, 2024 and 2023, respectively, was invested in managed volatility funds.

Additionally, we introduced limitations on fund selections inside certain variable annuity contracts and introduced managed volatility funds to our fund offerings in conjunction with the introduction of our last generation GMIB product “Max.” Approximately 28% of GMIB total account value at both December 31, 2025 and 2024 was invested in managed volatility funds.

The managers of these funds seek to reduce the risk of large, sudden declines in account value during market downturns by managing the volatility or draw-down risk of the underlying fund holdings by rebalancing the fund holdings within certain guidelines or overlaying hedging strategies at the fund level.

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GMWBs primarily come in two versions depending on if they are period certain or if they are lifetime payments.

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GMABs guarantee a minimum amount of account value to the contract holder after a set period of time, which can also include locking in capital markets gains.

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(In millions)

GMIB $ 41,202 $ 64,007 $ 44,028 $ 67,086

GMWB 19,263 19,414 19,961 21,241

GMAB 359 266 431 343

Total $ 60,824 $ 83,687 $ 64,420 $ 88,670

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It represents the amount of the claim we would incur if death claims were made on all contracts on the balance sheet date and includes any additional contractual claims associated with riders purchased to assist with covering income taxes payable upon death.

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Our variable annuity account value and NAR by type of GMxB were as follows at:

December 31, 2024 December 31, 2023

Account Value Death Benefit NAR (1) Living Benefit NAR (1) % of Account Value In-the-Money (2) Account Value Death Benefit NAR (1) Living Benefit NAR (1) % of Account Value In-the-Money (2)

December 31, 2025

December 31, 2024

Account Value

Death Benefit NAR (1)

Living Benefit NAR (1)

% of Account Value In-the-Money (2)

Account Value

Death Benefit NAR (1)

Living Benefit NAR (1)

% of Account Value In-the-Money (2)

(Dollars in millions)

GMIB $ 30,280 $ 3,660 $ 4,085 33.5 % $ 32,079 $ 4,089 $ 3,600 30.3 %

GMIB Max with EDB

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GMAB 162 — — 0.3 % 359

GMDB only (other than EDB) 17,076 964 — N/A 16,768 1,056 — N/A

EDB only 3,084 1,343 — N/A 3,109 1,325 — N/A

Total $ 80,984 $ 12,817 $ 5,484 $ 84,297 $ 13,240 $ 4,430

GMDB only (other than EDB) 17,112

EDB only 3,166

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(In millions)

GMIB $ 7,560 $ 9,485

Total $ 8,307 $ 10,314

The estimated fair value of these guarantees can change significantly due 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.

See “Risk Factors — Risks Related to Our Business — Differences between actual experience and actuarial assumptions may adversely affect our financial results, capitalization and financial condition” and “Risk Factors — Risks Related to Our Business — Guarantees within certain of our annuity products may decrease our earnings, decrease our capitalization, increase the volatility of our results, result in higher risk management costs and expose us to increased market risk.”

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Our Life segment consists of insurance products, including term, universal, whole and variable life products designed to address policyholders’ needs for financial security and protected wealth transfer, which may be on a tax-advantaged basis.

While our in-force book reflects a broad range of life products, we are currently focused on term life products and universal life products with index-linked benefits, concentrating on design and profitability over volume.

While our in-force book reflects a broad range of life products, we are currently focused on universal life products with index-linked benefits, concentrating on design and profitability over volume.

By managing our in-force book of business, we expect to generate future revenue and profits from premiums, investment margins, expense margins, mortality margins, morbidity margins and surrender fees.

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Insurance liabilities of our life insurance products were as follows at:

December 31, 2024 December 31, 2023

December 31, 2025

December 31, 2024

Account Separate

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(In millions)

Term $ 2,468 $ — $ 2,468 $ 2,473 $ — $ 2,473

Whole 3,417 — 3,417 3,312 — 3,312

Universal 1,998 — 1,998 1,969 — 1,969

Variable 1,153 6,419 7,572 1,143 5,921 7,064

Total $ 9,036 $ 6,419 $ 15,455 $ 8,897 $ 5,921 $ 14,818

The in-force face amount and direct premiums received for our life insurance products were as follows:

In-Force Face Amount Premiums

December 31, Years Ended December 31,

2024 2023 2024 2023 2022

In-Force Face Amount

Years Ended December 31,

(In millions)

Term $ 337,199 $ 351,824 $ 498 $ 531 $ 535

Whole $ 16,904 $ 17,561 $ 360 $ 388 $ 408

Universal $ 9,679 $ 10,171 $ 99 $ 105 $ 113

Variable $ 32,720 $ 33,916 $ 150 $ 161 $ 175

Term life products are designed to provide a fixed death benefit in exchange for a guaranteed level premium to be paid over a specified period of time.

In 2020, we launched a new term product with 10-, 20- or 30-year level premium term options, which we plan to cease offering during the first half of 2025.

We also offer a one-year term option.

These term life product offerings include 10-, 20- or 30-year level premium term options, which we ceased offering during the first half of 2025.

We currently offer a one-year term option.

Our term life products do not include any cash value, accumulation or investment components.

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With our in-force policies, the policyholder can withdraw or borrow against the policy (sometimes on a tax favored basis).

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Universal Life

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The office is also subject to periodic external audits by reinsurers with whom we do business.

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We believe we have established oversight of the underwriting process that facilitates quality sales and serves the needs of our customers, while supporting our financial strength and business objectives.

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Insurance liabilities of our annuity contracts and life insurance policies reported in our Run-off segment were as follows at:

December 31, 2024 December 31, 2023

December 31, 2025

December 31, 2024

Account Separate

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(In millions)

ULSG $ 17,110 $ — $ 17,110 $ 17,487 $ — $ 17,487

Structured settlements

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Company-owned life insurance

1,173 1,808 2,981 663 2,162 2,825

Other 26 23 49 528 19 547

Total $ 25,049 $ 1,831 $ 26,880 $ 26,098 $ 2,181 $ 28,279

Corporate & Other

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See “Risk Factors — Risks Related to Our Business — If the counterparties to our reinsurance or indemnification arrangements or to the derivatives we use to hedge our business risks default or fail to perform, we may be exposed to risks we had sought to mitigate, which could materially adversely affect our financial condition and results of operations.”

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We have historically reinsured the mortality risk on our life insurance policies primarily on an excess of retention basis or on a quota share basis.

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Our ordinary course net reinsurance recoverables from unaffiliated third-party reinsurers at December 31, 2025 were as follows:

Recoverables A.M.

Reinsurance Recoverables

Strength Rating (1)

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MetLife, Inc.

Munich American Reassurance Company 545 A+

RGA Reinsurance Company 481 A+

The Travelers Indemnity Company (2) 443 A++

Swiss Re Life & Health America Inc.

Aegon NV 133 NR

General Re Life Corporation 101 A++

Munich American Reassurance Company

Reinsurance Group of America, Inc.

The Travelers Indemnity Company (2)

General Re Life Corporation

Allowance for credit losses (3)

Total $ 6,207

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(“Citigroup”).

NR = Not rated

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In addition, a block of long-term care insurance business with reserves of $5.5 billion at December 31, 2025 is reinsured to Genworth Life Insurance Company and Genworth Life Insurance Company of New York (collectively, the “Genworth reinsurers”) who further retroceded this business to Union Fidelity Life Insurance Company (“UFLIC”), an indirect subsidiary of General Electric Company (“GE”).

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BRCD utilizes reinsurance financing to cover the difference between the sum of the fully required statutory assets (i.e., NAIC Valuation of Life Insurance Policies Model Regulation (“Regulation XXX”) and NAIC Actuarial Guideline 38 (“Guideline AXXX”) reserves) and the target margins less cash, invested assets and funds withheld, on BRCD’s statutory statements.

BRCD’s admitted deferred tax asset could also serve to reduce the amount of funding required on a statutory basis under BRCD’s reinsurance financing.

See Notes 11 and 12 of the Notes to the Consolidated Financial Statements for additional information regarding BRCD’s reinsurance financing.

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See “Risk Factors — Risks Related to Our Business — Public health crises, extreme mortality events or similar occurrences may adversely impact our business, financial condition, or results of operations, as well as the economy in general.”

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Sales Distribution

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Year Ended December 31, 2025

Distribution Channel Variable Fixed Shield Annuities Fixed Index Annuity Total

Distribution Channel

Shield Annuities

Fixed Index Annuity

Independent financial planners

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The relative percentage of our life insurance sales by our principal distribution channels were as follows:

Distribution Channel Year Ended December 31, 2024

Distribution Channel

Year Ended December 31, 2025

Financial intermediaries

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Our top five distributors of life insurance policies produced 28%, 25%, 20%, 10% and 4% of our life insurance sales for the year ended December 31, 2025.

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Index to Regulation

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Unclaimed Property

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Our insurance subsidiaries and BRCD are primarily regulated at the state level, with some products and services also subject to federal regulation.

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• regulating underwriting, advertising and marketing of insurance products, including the use of external data and information, as well as the use of certain emerging technologies;

• protecting privacy and cybersecurity;

• protecting privacy and establishing cybersecurity requirements;

• establishing statutory accounting and reserve requirements and solvency standards (including RBC);

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• fixing maximum interest rates on insurance policy loans and minimum rates for guaranteed crediting rates on life insurance policies and annuity contracts;

• adopting and enforcing replacement, best interest, or suitability standards with respect to the sale of annuities and other insurance products;

• adopting and enforcing replacement, best interest, or suitability standards with respect to the sale of life insurance policies and annuity contracts;

• approving changes in control of insurance companies;

• restricting the payment of dividends to affiliates, as well as certain other transactions between affiliates;

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• regulating the types, amounts and valuation of investments.

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The formula takes into account the risk characteristics of the insurer and is calculated for NAIC reporting purposes on an annual basis.

The major categories of risk involved are asset risk, insurance risk, interest rate risk, market risk and business risk, including equity, interest rate and expense recovery risks associated with variable annuities that contain guaranteed minimum death and living benefits.

The major categories of risk involved are asset risk, insurance risk, interest rate risk, market risk and business risk.

The RBC ratio is a method of measuring an insurance company’s capital and is based on statutory financial statements.

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See “Risk Factors — Regulatory and Legal Risks — A decrease in the RBC ratio of our insurance subsidiaries (as a result of a reduction in statutory capital and surplus or an increase in the required RBC capital charges), or a change in the rating agency proprietary capital models for our insurance subsidiaries, could result in increased scrutiny by insurance regulators and rating agencies or BHF contributing capital to its subsidiaries and could have a material adverse effect on our financial condition and results of operations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” and Note 12 of the Notes to the Consolidated Financial Statements.

The NAIC is currently reviewing asset-intensive reinsurance and, in March 2024, exposed a draft actuarial guideline that proposed broad changes to asset adequacy testing requirements for ceded reinsurance.

The NAIC has since refined the proposal with an initial focus on large transactions and transactions with related parties, and they determined that, for 2025, companies are required to comply with the actuarial guideline on a disclosure-only basis.

The NAIC plans to review the disclosures to identify concerns with insurers’ approaches to asset adequacy testing, with the possibility of making additional changes in the future that could lead to higher reserves for certain reinsurance agreements.

The NAIC regularly reviews statutory accounting, reserve and RBC guidance and periodically makes changes to such requirements.

In August 2025, the NAIC adopted Actuarial Guideline LV (“AG 55”) to establish asset adequacy testing requirements that apply to U.S.

life insurers ceding “asset-intensive” business to offshore reinsurers.

AG 55 applies to life and annuity reinsurance treaties established on or after January 1, 2016, that meet certain risk and size criteria and requires the use of cash flow testing methodology in evaluating the adequacy of assets supporting ceded reserves.

The new requirements are initially effective for year-end 2025 reporting on a disclosure only basis, with the NAIC expected to evaluate results and consider additional changes in the future.

While we currently do not expect AG 55 to have a material impact on our business, there can be no assurance that there will not be any material impacts in the future.

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In August 2025, the NAIC adopted amendments to the Valuation Manual establishing a new principle-based reserving framework for non-variable annuities.

The new principle-based reserving framework for non-variable annuities is similar to the framework applicable to life insurance and variable annuities.

The new Valuation Manual requirements became effective on January 1, 2026, with a three-year implementation period.

In August 2025, the NAIC adopted amendments to the Valuation Manual requiring companies to use a new Generator of Economic Scenarios (“GOES”) for obtaining the economic scenarios required for principles-based reserve and RBC market risk calculations.

The Valuation Manual changes became effective on January 1, 2026, with adoption required by December 31, 2026 and the ability to phase-in the impacts over three years.

The NAIC is considering additional changes to the RBC market risk requirements to better align the overall market risk framework with the new GOES requirements.

The adoption of the Valuation Manual changes, along with any future changes to the RBC market risk requirements, could negatively impact our statutory surplus and required capital.

In March 2024, the NAIC adopted a new principles-based bond definition and related financial reporting changes, that became effective as of January 1, 2025.

The new guidance modifies the classification requirements for fixed income instruments, which could lead to changes in their measurement basis and RBC requirements.

In August 2018, the NAIC adopted the framework for variable annuity reserve and capital reform (“VA Reform”), which was adopted by Brighthouse Financial effective December 31, 2019.

The revisions, which resulted in substantial changes in reserves, statutory surplus and capital requirements, were designed to mitigate the incentive for insurers to engage in captive reinsurance transactions by making improvements to Actuarial Guideline 43 and the Life Risk Based Capital C3 Market Risk (“RBC C3 Market Risk”) capital requirements.

In August 2022, the NAIC adopted amendments to the Valuation Manual that changed the requirements for reflecting hedge instruments in variable annuity reserves and RBC C3 Market Risk.

The changes became effective on December 31, 2023, which resulted in a decrease to our statutory capital and surplus and an insignificant change to our combined RBC ratio as of such date.

Further changes to VA Reform, including changes resulting from work currently underway by the NAIC to find a suitable replacement for the Economic Scenario Generators developed by the American Academy of Actuaries, could negatively impact our statutory surplus and required capital.

The new guidance modified the classification requirements for certain fixed income instruments resulting in changes in their measurement basis and RBC requirements.

In 2023, the NAIC began updating the methodology for determining RBC on collateralized loan obligations.

The NAIC is currently evaluating two alternative approaches, one which would assign risk weights based on its own modeling rather than credit ratings, and the other a principles-based framework that could be applied more broadly to all asset-backed security classes.

In December 2025, the NAIC adopted a proposal to delay the effective date of any such changes to December 31, 2026.

See “Risk Factors — Regulatory and Legal Risks — Our insurance business is highly regulated, and changes in regulation and in supervisory and enforcement policies or interpretations thereof may materially impact our capitalization or cash flows, reduce our profitability and limit our growth.”

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The Delaware Insurance Commissioner (the “Delaware Commissioner”), the Massachusetts Commissioner of Insurance and the New York Superintendent of Financial Services have broad discretion in determining whether the financial condition of a stock life insurance company would support the payment of such dividends to its stockholders.

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See Note 12 of the Notes to the Consolidated Financial Statements for a discussion of dividend restrictions under the insurance laws of Delaware, New York and Massachusetts, as well as the dividend restrictions under BRCD’s plan of operations.

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Over the past several years, there have been no material adverse findings in connection with any examinations of us conducted by state insurance departments, although there can be no assurance that there will not be any material adverse findings in the future.

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State regulatory authorities, the Financial Industry Regulatory Authority, Inc.

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These examinations focus on the regulation of Brighthouse Securities under FINRA rules and the federal securities laws.

Similarly, the SEC periodically conducts routine or special examinations of Brighthouse Advisers, the registered funds advised by Brighthouse Advisers, and the registered separate accounts through which Brighthouse issues variable contracts.

Similarly, the SEC periodically conducts routine or special examinations of Brighthouse Funds Trusts I & II (the “Trusts”), the registered funds available in certain variable products, Brighthouse Advisers, the registered adviser to the Trusts, and the registered separate accounts through which Brighthouse Financial issues variable contracts.

These examinations focus on the regulation of these entities under the federal securities laws.

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Failure to comply with these laws and regulations would cause investments exceeding regulatory limitations to be treated as non-admitted assets for purposes of measuring surplus and, in some instances, would require divestiture of such non-qualifying investments.

The NAIC periodically reviews the statutory accounting and RBC requirements for investments and makes changes from time to time.

In 2023, the NAIC adopted an amendment to the Purposes and Procedures Manual, under which the NAIC Structured Securities Group would begin assigning risk weights to collateralized loan obligations based on its own financial modeling rather than credit ratings.

In August 2024, the NAIC adopted an amendment to the manual, requiring insurers to report the financially modeled NAIC designations for collateralized loan obligations with their year-end 2025 financial statement filings.

The new remodeling requirements could impact the RBC charges associated with these investments.

NYDFS Insurance Regulation 47

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Certain sections of Regulation 47 became effective as of January 1, 2023, and the remainder became effective on January 1, 2024.

The regulation has opened the New York market to new competitors and has impacted some components of our current product designs.

We continue to assess the impacts of these new factors on our sales in New York.

The regulation has opened the New York market to new competitors, and we continue to assess the impacts of these new factors on our sales in New York.

See “Risk Factors — Risks Related to Our Business — Factors affecting our competitiveness may adversely affect our market share and profitability” and “Risk Factors — Risks Related to Our Business — We may experience difficulty in marketing and distributing products through our distribution channels.”

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The regulation applies to all individual life insurance policies, individual annuity contracts and certain group life insurance and group annuity certificates that contain NGEs.

NGEs include premiums, expense charges, cost of insurance rates and interest credits.

NGEs include premiums, expense charges, cost of insurance (“COI”) rates and interest credits.

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Privacy and Cybersecurity Regulation

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As a result, we and the third parties who distribute our products are subject to U.S.

federal and state privacy laws and regulations, including the Health Insurance Portability and Accountability Act as well as additional regulations, including those described below.

federal and state privacy laws and regulations, including the Health Insurance Portability and Accountability Act as well as additional regulations and those described below.

These laws and regulations require that we implement and maintain certain policies and procedures to safeguard this information from improper use or disclosure and that we provide notice of our practices related to the collection and disclosure of such information.

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The CCPA requires companies to make certain disclosures to California consumers regarding personal information, among other privacy protective measures.

Failure to comply with the CCPA risks regulatory fines, and the CCPA grants a private right of action and statutory damages for an unauthorized access and exfiltration, theft, or disclosure of certain types of personal information resulting from the Company’s violation of a duty to maintain reasonable security procedures and practices.

The CCPA, as amended by the California Privacy Rights Act (the “CPRA”), effective as of January 1, 2023, and its implementing regulations require additional investment in compliance programs and potential modifications to business processes.

Further, the CCPA, as amended, creates the California Privacy Protection Agency to enforce the statute as well as its regulations, and imposes new requirements relating to additional consumer rights, data minimization, and other obligations.

Failure to comply with the CCPA risks regulatory fines, and the CCPA grants a private right of action and statutory damages for any unauthorized access and exfiltration, theft, or disclosure of certain types of personal information resulting from the Company’s violation of a duty to maintain reasonable security procedures and practices.

The CCPA, as amended by the California Privacy Rights Act (the “CPRA”), effective as of January 1, 2023, and its implementing regulations required additional investment in compliance programs and potential modifications to business processes.

Further, the CCPA, as amended, created the California Privacy Protection Agency (the “CPPA”) to enforce the statute as well as its regulations, and imposed new requirements relating to additional consumer rights, data minimization, and other obligations.

The California legislature did not extend certain exemptions under the amended CCPA, specifically information collected in employment or business-to-business contexts, and such information therefore is now covered by the CCPA.

Enforcement of the CCPA, as amended by the CPRA, began on July 1, 2023.

In July 2025, the CPPA adopted regulations effective January 1, 2026, requiring certain companies to conduct data protection risk assessments for high-risk processing activities and complete annual cybersecurity audits.

The regulations also implemented consumers’ rights to access and opt-out of companies’ use of automated decision-making technology.

In 2017, the NAIC adopted the Insurance Data Security Model Law, which established standards for data security and for the investigation and notification of insurance commissioners of cybersecurity events involving unauthorized access to, or the misuse of, certain nonpublic information.

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See “Cybersecurity” for a discussion of our cybersecurity risk management and governance framework.

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states, the District of Columbia, and U.S.

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state and federal agencies, may also adopt regulations and guidance that govern the use of AI.

For example, on December 11, 2025, President Trump issued an executive order establishing, among other things, a national framework for AI regulation, an AI Litigation Task Force to challenge state AI laws inconsistent with the national framework, and conditional federal funding for state AI laws.

Securities, Broker-Dealer and Investment Adviser Regulation

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Our offering and selling of Securities Products, including with respect to Brighthouse Securities and Brighthouse Advisers, may be impacted by SEC regulatory initiatives impacting the industry.

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Department of Labor and ERISA Considerations

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While we currently believe manufacturers do not have as much exposure to ERISA and the Tax Code as distributors, certain activities are subject to the restrictions imposed by ERISA and the Tax Code, including restrictions on the provision of investment advice to ERISA qualified plans, plan participants and individual retirement annuity and individual retirement account (collectively, “IRAs”) owners if the investment recommendation results in fees paid to an individual advisor, the firm that employs the advisor or their affiliates.

On April 23, 2024, the Department of Labor (“DOL”) issued a final regulation updating the definition of “investment advice.” See “— Standard of Conduct Regulation — Department of Labor Fiduciary Advice Rule” for additional details regarding the status of the DOL Fiduciary Advice Rule (as defined below).

In recent years, the Department of Labor (“DOL”) issued a final regulation updating the definition of “investment advice,” which was subsequently stayed by judicial action.

See “— Standard of Conduct Regulation — Department of Labor Fiduciary Advice Rule” for additional details regarding the status of the DOL Fiduciary Advice Rule (as defined below).

The DOL has issued a number of regulations regarding disclosure that must be provided to plan sponsors and participants.

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Department of Labor Fiduciary Advice Rule

A regulatory action by the DOL (the “Fiduciary Advice Rule”), which became effective on February 16, 2021, reinstated the text of the DOL’s 1975 investment advice regulation defining what constitutes fiduciary “investment advice” to ERISA Plans and IRAs and provides guidance interpreting such regulation.

The guidance provided by the DOL broadened the circumstances under which financial institutions, including insurance companies, could be considered fiduciaries under ERISA or the Tax Code.

A technical amendment issued by the DOL, which became effective on July 7, 2020, reinstated the text of the DOL’s 1975 investment advice regulation (the “Fiduciary Advice Rule”) defining what constitutes fiduciary “investment advice.” In connection with the Fiduciary Advice Rule, the DOL also issued a new exemption, Prohibited Transaction Exemption 2020-02 (“PTE 2020-02”), which became effective February 16, 2021.

PTE 2020-02 broadened the circumstances under which financial institutions, including insurance companies, could be considered fiduciaries under ERISA or the Tax Code.

In particular, the DOL stated that a recommendation to “roll over” assets from a qualified retirement plan to an IRA or from an IRA to another IRA, could be considered fiduciary investment advice if provided by someone with an existing relationship with the ERISA Plan or an IRA owner (or in anticipation of establishing such a relationship).

This guidance reversed an earlier DOL interpretation suggesting that roll over advice does not constitute investment advice giving rise to a fiduciary relationship.

The Fiduciary Advice Rule expands the definition of fiduciary “investment advice” to include, in many circumstances, providing one-time advice (including rollover advice) to ERISA Plans and IRAs, among other conduct.

Under the Fiduciary Advice Rule, individuals or entities providing investment advice would be considered fiduciaries under ERISA or the Tax Code, as applicable, and would therefore be required to act solely in the interest of ERISA Plan participants or IRA beneficiaries, or risk exposure to fiduciary liability with respect to their advice.

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PTE 2020-02 expands the definition of fiduciary “investment advice” to include, in many circumstances, providing one-time advice (including rollover advice) to ERISA Plans and IRAs, among other conduct.

Individuals or entities providing investment advice would be considered fiduciaries under ERISA or the Tax Code, as applicable, and would therefore be required to act solely in the interest of ERISA Plan participants or IRA beneficiaries, or risk exposure to fiduciary liability with respect to their advice.

They would further be prohibited from receiving compensation for this advice, unless an exemption applied.

In connection with the Fiduciary Advice Rule, the DOL also issued an exemption, Prohibited Transaction Exemption (“PTE”) 2020-02, that allows fiduciaries to receive compensation in connection with providing investment advice, including advice with respect to roll overs, that would otherwise be prohibited as a result of their fiduciary relationship to the ERISA Plan or IRA.

PTE 2020-02 allows fiduciaries to receive compensation in connection with providing investment advice, including advice with respect to roll overs, that would otherwise be prohibited as a result of their fiduciary relationship to the ERISA Plan or IRA.

In order to be eligible for the exemption, among other conditions, the investment advice fiduciary is required to acknowledge its fiduciary status, refrain from putting its own interests ahead of the plan beneficiaries’ interests or making material misleading statements, act in accordance with ERISA’s “prudent person” standard of care and receive no more than reasonable compensation for the advice.

On April 23, 2024, the DOL updated the Fiduciary Advice Rule that amended the definition of an “investment advice fiduciary” under ERISA and amended related administrative PTEs, including PTE 2020-02 and PTE 84-24 (together, the “PTE Amendments”).

As amended by the new Fiduciary Advice Rule, PTE 84-24 would be available exclusively to independent producer fiduciaries receiving reasonable compensation for products that are not considered securities in connection with providing investment advice, including advice with respect to roll overs, that would otherwise be prohibited as a result of a fiduciary relationship to an ERISA plan or IRA.

The Fiduciary Advice Rule broadens the circumstances under which financial institutions, including insurance companies, could be considered fiduciaries to ERISA plans and IRA investors.

We continue to assess the potential impacts of the Fiduciary Advice Rule and cannot currently predict whether, or the extent to which, the Fiduciary Advice Rule may impact us, including with respect to sales of our products through our independent distribution partners, changes in our compliance requirements, product offerings or compensation practices, or increase our litigation risk, any of which could adversely affect our financial condition and results of operations.

We may also need to take certain additional actions to comply with, or assist our distributors in their compliance with, the Fiduciary Advice Rule.

PTE 84-24 allows investment advice fiduciaries, under certain circumstances, to receive compensation for selling insurance and annuity products to ERISA plans and IRAs that would otherwise be prohibited as a result of their fiduciary relationship to an ERISA plan or IRA.

As amended, PTE 84-24 would be available exclusively to independent producer fiduciaries receiving reasonable compensation for products that are not considered securities in connection with providing investment advice, including advice with respect to roll overs, that would otherwise be prohibited as a result of a fiduciary relationship to an ERISA plan or IRA.

The Fiduciary Advice Rule broadened the circumstances under which financial institutions, including insurance companies, could be considered fiduciaries to ERISA plans and IRA investors.

On July 25, 2024, the U.S.

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District Court for the Northern District of Texas issued decisions, which, together, stayed the effective date for implementation of the Fiduciary Advice Rule and the PTE Amendments.

In September 2024, the DOL appealed these rulings.

While we cannot predict whether the Fiduciary Advice Rule will take effect in its current form, if implemented, it could have adverse effects on sales of our products and may also lead to further changes to our product offerings and compensation practices, as well as increase our litigation risk, any of which could adversely affect our financial condition and results of operations.

We may also need to take certain additional actions to comply with, or assist our distributors in their compliance with, the regulation.

In September 2024, the DOL appealed these rulings but subsequently withdrew its appeal of the stays, and the U.S.

Court of Appeals for the Fifth Circuit issued an order dismissing the appeal.

The DOL has indicated that it intends to engage in further rulemaking concerning what constitutes fiduciary “investment advice” to ERISA Plans and IRAs.

While we cannot predict the outcome of that rulemaking, future regulations could have adverse effects on sales of our products and may also lead to further changes to our product offerings and compensation practices, as well as increase our litigation risk, any of which could adversely affect our financial condition and results of operations.

We may also need to take certain additional actions to comply with, or assist our distributors in their compliance with, forthcoming regulations.

State Law Standard of Conduct Rules and Regulations

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The NAIC SAT model standard requires producers to act in the best interest of the consumer when recommending annuities.

A majority of states have adopted the NAIC SAT model, effective in 2021, and we expect that other states will also continue to adopt the NAIC SAT model.

All jurisdictions other than the District of Columbia have adopted the NAIC SAT model, which became effective in 2021.

The NAIC adopted the Best Interest Safe Harbor Guidance for NAIC SAT in December 2025.

Additionally, certain regulators have issued proposals to impose a fiduciary duty on some investment professionals, and other states may be considering similar regulations.

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We have assessed the impact to our annuity and life insurance businesses and have adopted certain changes to promote compliance with the provisions by their respective effective dates.

In April 2021, the Appellate Division of the New York State Supreme Court overturned the amendment to Regulation 187 for being unconstitutionally vague, and the NYDFS filed an appeal to the New York Court of Appeals in May 2021.

On October 20, 2022, the New York Court of Appeals held that the amendment to Regulation 187 is constitutional, which leaves Regulation 187 in effect.

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SEC Rules Addressing Standards of Conduct for Broker-Dealers

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The Inflation Reduction Act establishes a 15% corporate alternative minimum tax (the “CAMT”) for corporations whose average annual adjusted financial statement income for any consecutive three–tax year period ending after December 31, 2021 and preceding the tax year exceeds $1.0 billion.

Based on guidance issued by the U.S.

On September 12, 2024, the Internal Revenue Service (“IRS”) and the U.S.

Department of Treasury (the “U.S.

Treasury”) and the Internal Revenue Service (“IRS”) to date, the Company was not subject to the CAMT for the year ended December 31, 2023 and does not currently expect to be subject to the CAMT for the year ended December 31, 2024.

Treasury”) issued proposed regulations with respect to the CAMT.

On September 30, 2025, the IRS issued Notice 2025-46 and Notice 2025-49, and on February 18, 2026, the IRS issued Notice 2026-7, (collectively, the “Notices”) that provide interim guidance on certain matters and signal the Treasury’s intent to partially withdraw and amend the prior proposed regulations.

There remain significant uncertainties regarding the application of the CAMT, and there can be no assurance that final regulations, if adopted, will be adopted in a form consistent with the existing guidance.

The Company is currently assessing the impact of the proposed regulations and the Notices, including the impact on the applicability of the CAMT.

Based on the Company’s interpretation of guidance issued by the U.S.

Treasury and the IRS to date, the Company was not subject to the CAMT for the years ended December 31, 2025, 2024 and 2023.

However, the Company will continue to assess the applicability of the CAMT on an annual basis and may be subject to the CAMT in future years.

On September 12, 2024, the IRS and the U.S.

Treasury issued proposed regulations which are generally effective for years ending after the date of the proposed regulations.

The proposed regulations are subject to uncertain application and there can be no assurance that final regulations will be adopted in their currently proposed form.

The Company is currently assessing the impact of the proposed regulations, including the impact on the applicability of the CAMT.

In addition, the Inflation Reduction Act also establishes a one percent excise tax on stock repurchases made by publicly-traded U.S.

corporations.

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”), which includes certain changes to U.S.

corporate tax provisions and extends many of the provisions of the Tax Cuts and Jobs Act that were set to expire at the end of 2025, was enacted.

The Company does not expect the OBBBA to have a material impact on the Company.

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Regulation of Over-the-Counter Derivatives

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Our costs of risk mitigation have increased under Dodd-Frank.

For example, Dodd-Frank imposes requirements for (i) the mandatory clearing of certain OTC derivatives transactions that must be cleared and settled through central clearing counterparties (“OTC-cleared”), and (ii) the mandatory exchange of margin for OTC in-scope derivatives transactions that are bilateral contracts between two counterparties (“OTC-bilateral” or “uncleared”).

The initial margin requirements for OTC-bilateral derivatives transactions, which requires the collecting and posting of collateral to reduce future exposure to a given counterparty, became applicable to us in September 2021.

The increased margin requirements, combined with increased capital charges for our counterparties and central clearinghouses with respect to non-cash collateral, may result in increased holdings of cash and highly liquid securities with lower yields causing a reduction in income and less favorable pricing for cleared and OTC-bilateral derivatives transactions.

Centralized clearing of certain derivatives also exposes us to the risk of a default by a clearing member or clearinghouse with respect to our cleared derivatives transactions.

We could be subject to higher costs of entering into derivatives transactions (including customized derivatives) and the reduced availability of customized derivatives that might result from the implementation of Dodd-Frank and comparable international derivatives regulations.

For example, Dodd-Frank imposes requirements for (i) the mandatory clearing of certain OTC derivative transactions that must be cleared and settled through central clearing counterparties (“OTC-cleared”), and (ii) the mandatory exchange of margin for OTC in-scope derivative transactions that are bilateral contracts between two counterparties (“OTC-bilateral” or “uncleared”).

The initial margin requirements for OTC-bilateral derivative transactions, which requires the collecting and posting of collateral to reduce future exposure to a given counterparty, became applicable to us in September 2021.

Centralized clearing of certain derivatives also exposes us to the risk of a default by a clearing member or clearinghouse with respect to our cleared derivative transactions.

We could be subject to higher costs of entering into derivative transactions (including customized derivatives) and the reduced availability of customized derivatives that might result from the implementation of Dodd-Frank and comparable international derivatives regulations.

Federal banking regulators adopted rules that apply to certain qualified financial contracts, including many derivatives contracts, securities lending agreements and repurchase agreements, with certain banking institutions and certain of their affiliates.

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See Note 8 of the Notes to the Consolidated Financial Statements for a discussion on certain limitations and interests regarding our arrangements in or with variable interest entities.

California Climate Disclosure

In October 2023, California enacted the Climate Corporate Data Accountability Act (“CCDAA”), or SB 253, and the Climate-Related Financial Risk Act (“CRFRA”), or SB 261.

The CCDAA requires companies with annual revenues exceeding $1.0 billion that conduct business in California to report their Scope 1 and 2 greenhouse gas (“GHG”) emissions annually starting in 2026;

and Scope 3 GHG emissions starting in 2027.

The CRFRA applies to companies with annual revenues over $500 million that conduct business in California and requires biennial disclosure of climate-related financial risks and mitigation measures taken to address such risks.

The CCDAA and CRFRA remain subject to litigation.

In November 2025, the U.S.

Court of Appeals for the Ninth Circuit issued an order in U.S.

Chamber of Commerce v.

Randolph granting an injunction against enforcement of the CRFRA pending resolution of the appeal of the district court’s preliminary injunction denial.

The injunction in U.S.

Chamber of Commerce v.

Randolph , however, did not extend to the CCDAA.

The California Air Resources Board announced an August 10, 2026 deadline for reporting Scope 1 and 2 GHG emissions under the CCDAA, which will remain in effect pending further ruling on the enforceability of the CCDAA.

The Company continues to monitor the litigation.

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Unclaimed Property

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As part of our commitment to ethics and integrity, we require all employees to review and certify compliance with our employee code of conduct on an annual basis, as well as complete more extensive training on the employee code of conduct on a biennial basis.

In addition, through regular communications, we help to ensure that employees are well-informed of the Company’s reporting and escalation process, including options for anonymous whistleblower reporting.

In addition, through regular communications, we help to ensure that employees

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are well-informed of the Company’s reporting and escalation process, including options for anonymous whistleblower reporting.

Attracting, Engaging, Developing and Retaining Talent

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We seek to provide equal opportunity and inclusivity in the attraction and retention of talent and the opportunities provided to all employees to grow and develop at the Company.

Our varied approach to attracting and recruiting talent includes efforts to reduce bias and to build partnerships with professional organizations and universities to promote equal opportunity.

Our approach to providing an inclusive workplace includes the efforts of a cross-functional committee of employees who help management create and sponsor programs and development opportunities with the aim of further enhancing our employees’ sense of belonging and our Company’s culture.

In 2022, we launched our Company’s employee network groups, which are open to all employees and provide a forum for employees to discuss relevant professional and personal topics, learn from one another, find support and allyship, expand their networks and deepen their level of compassion and understanding.

These include the Company’s employee network groups, which are open to all employees and provide a forum for employees to discuss relevant professional and personal topics, learn from one another, find support and allyship, and expand their networks.

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Supporting our Communities

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The following table presents certain information regarding our executive officers as of February 24, 2026.

Name Age Position with Brighthouse Financial and Certain Other Business Experience

Steigerwalt 63 Brighthouse Financial:

Position with Brighthouse Financial and Certain Other Business Experience

Brighthouse Financial:

President and Chief Executive Officer (August 2017 – present)

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Retail (September 2012 – August 2017)

Spehar 59 Brighthouse Financial:

Brighthouse Financial:

Executive Vice President and Chief Financial Officer (August 2019 – present)

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Chief Financial Officer of Europe, Middle East and Africa Region (July 2016 – February 2019)

Huss 58 Brighthouse Financial:

Brighthouse Financial:

Executive Vice President and Chief Human Resources Officer (November 2017 – present)

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Executive Vice President, Co-Head of Human Resources (September 2015 – November 2017)

Lambert 50 Brighthouse Financial:

Executive Vice President and Chief Marketing and Distribution Officer (August 2017 – present)

Brighthouse Financial:

Executive Vice President and Chief Operating Officer (August 2025 – Present);

Executive Vice President and Chief Marketing and Distribution Officer (August 2017 – August 2025)

Executive Vice President and Chief Marketing and Distribution Officer, Brighthouse Financial, Inc.

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Retail Distribution and Marketing (April 2016 – August 2017)

Allie Lin 47 Brighthouse Financial:

Brighthouse Financial:

Executive Vice President and General Counsel (December 2022 – present);

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Senior Director and Counsel (October 2013 – March 2018)

Rosenthal 64 Brighthouse Financial:

Brighthouse Financial:

Executive Vice President and Chief Investment Officer (August 2017 – present)

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that we consider important in the marketing of our products and services, including for our name, “Brighthouse Financial,” our logo design and taglines.

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Available Information and the Brighthouse Financial Website

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These disclosures are included on our website in the “Investor Relations” or “Newsroom” sections.

Accordingly, investors should monitor these portions of our website, in addition to following Brighthouse Financial’s news releases, SEC filings, public conference calls and webcasts.

Accordingly, investors should monitor these portions of our website, in addition to following Brighthouse Financial’s news releases, SEC filings and webcasts.

Information contained on or connected to any website referenced in this Annual Report on Form 10-K is not incorporated by reference in this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any website references are intended to be inactive textual references only, unless expressly noted.

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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-K

Item 1. Business