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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): October 8, 2024 (October 3, 2024)
Image1.jpg
Brighthouse Financial, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-37905
81-3846992
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
11225 North Community House Road, Charlotte, North Carolina
28277
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (980) 365-7100

Not Applicable
(Former name or former address, if changed since last report)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareBHFThe Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 6.600% Non-Cumulative Preferred Stock, Series ABHFAPThe Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 6.750% Non-Cumulative Preferred Stock, Series BBHFAOThe Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series CBHFANThe Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/1,000th interest in a share of 4.625% Non-Cumulative Preferred Stock, Series DBHFAMThe Nasdaq Stock Market LLC
6.250% Junior Subordinated Debentures due 2058BHFALThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐



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

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

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

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

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
104*Cover Page Interactive Data File (embedded within the Inline XBRL document)

*    Filed herewith.




1

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BRIGHTHOUSE FINANCIAL, INC.
By:/s/ Jacob M. Jenkelowitz
Name:Jacob M. Jenkelowitz
Title:Corporate Secretary

Date: October 8, 2024




2
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Document and Entity Information
Oct. 08, 2024
Entity Listings [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 08, 2024
Entity Central Index Key 0001685040
Entity Registrant Name Brighthouse Financial, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37905
Entity Tax Identification Number 81-3846992
Entity Address, Address Line One 11225 North Community House Road
Entity Address, City or Town Charlotte
Entity Address, State or Province NC
Entity Address, Postal Zip Code 28277
City Area Code 980
Local Phone Number 365-7100
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, par value $0.01 per share  
Entity Listings [Line Items]  
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol BHF
Security Exchange Name NASDAQ
Depositary Shares, each representing a 1/1,000th interest in a share of 6.600% Non-Cumulative Preferred Stock, Series A  
Entity Listings [Line Items]  
Title of 12(b) Security Depositary Shares, each representing a 1/1,000th interest in a share of 6.600% Non-Cumulative Preferred Stock, Series A
Trading Symbol BHFAP
Security Exchange Name NASDAQ
Depositary Shares, each representing a 1/1,000th interest in a share of 6.750% Non-Cumulative Preferred Stock, Series B  
Entity Listings [Line Items]  
Title of 12(b) Security Depositary Shares, each representing a 1/1,000th interest in a share of 6.750% Non-Cumulative Preferred Stock, Series B
Trading Symbol BHFAO
Security Exchange Name NASDAQ
Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series C  
Entity Listings [Line Items]  
Title of 12(b) Security Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series C
Trading Symbol BHFAN
Security Exchange Name NASDAQ
Depositary Shares, each representing a 1/1,000th interest in a share of 4.625% Non-Cumulative Preferred Stock, Series D  
Entity Listings [Line Items]  
Title of 12(b) Security Depositary Shares, each representing a 1/1,000th interest in a share of 4.625% Non-Cumulative Preferred Stock, Series D
Trading Symbol BHFAM
Security Exchange Name NASDAQ
6.250% Junior Subordinated Debentures due 2058  
Entity Listings [Line Items]  
Title of 12(b) Security 6.250% Junior Subordinated Debentures due 2058
Trading Symbol BHFAL
Security Exchange Name NASDAQ
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