8-K
Brighthouse Financial, Inc. (BHF)
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): May 20, 2025 (May 19, 2025)
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 class | Trading symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | BHF | The Nasdaq Stock Market LLC |
| Depositary Shares, each representing a 1/1,000th interest in a share of 6.600% Non-Cumulative Preferred Stock, Series A | BHFAP | The Nasdaq Stock Market LLC |
| Depositary Shares, each representing a 1/1,000th interest in a share of 6.750% Non-Cumulative Preferred Stock, Series B | BHFAO | The Nasdaq Stock Market LLC |
| Depositary Shares, each representing a 1/1,000th interest in a share of 5.375% Non-Cumulative Preferred Stock, Series C | BHFAN | The Nasdaq Stock Market LLC |
| Depositary Shares, each representing a 1/1,000th interest in a share of 4.625% Non-Cumulative Preferred Stock, Series D | BHFAM | The Nasdaq Stock Market LLC |
| 6.250% Junior Subordinated Debentures due 2058 | BHFAL | The 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 8.01. Other Events.
On May 19, 2025, Brighthouse Financial, Inc. (the “Company”) received notice from Potemkin Limited (“Potemkin”) of its unsolicited “mini-tender” offer to purchase up to 100,000 shares of the Company’s common stock at an offer price of $36.00 per share. The number of shares subject to Potemkin’s offer represents less than 0.2% of the Company’s common stock outstanding as of the date of the offer.
On May 20, 2025, the Company issued a news release, a copy of which is attached hereto as Exhibit 99.1, informing its shareholders that the Company does not endorse Potemkin’s unsolicited mini-tender offer and recommending that shareholders do not tender their shares. The offer is at a price below the current market price for the Company’s common stock and which is an approximate 41.12% discount to the closing price of the Company’s common stock as of May 19, 2025 ($61.14 per share). Shareholders who tender their shares may withdraw them in the manner described in Potemkin’s offering documents. The tender offer is currently scheduled to expire at 5:00 p.m., New York City time, on September 16, 2025, unless extended or earlier revoked by Potemkin.
The Company is not affiliated or associated in any way with Potemkin, its mini-tender offer, or the offer documentation. Additional information concerning mini-tender offer is included in the news release attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1* | News release of Brighthouse Financial, Inc., dated May20, 2025, recommending shareholders reject “mini-tender” offer by Potemkin Limited |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
** Furnished herewith.
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: May 20, 2025
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Document
| PUBLIC RELATIONS<br><br><br><br>Brighthouse Financial, Inc.<br><br>11225 N. Community House Rd.<br><br>Charlotte, NC 28277 |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Brighthouse Financial Recommends Shareholders Reject "Mini-Tender" Offer by Potemkin Limited
Brighthouse Financial believes the offer is not in the best interest of shareholders as it is significantly below market value
CHARLOTTE, NC, May 20, 2025 — Brighthouse Financial, Inc. ("Brighthouse Financial" or the "company") (Nasdaq: BHF) announced today that it has received notice of an unsolicited “mini-tender” offer made by Potemkin Limited (“Potemkin”) to Brighthouse Financial shareholders to purchase up to 100,000 shares of Brighthouse Financial’s common stock at a price of $36.00 per share. This means that Brighthouse Financial shareholders who tender their shares in the offer will receive a price significantly below the current market price for the company’s common stock and which is an approximate 41.12% discount to the closing price of the company’s common stock as of May 19, 2025 ($61.14 per share).
Brighthouse Financial does not endorse Potemkin’s unsolicited mini-tender offer and is not affiliated or associated in any way with Potemkin, its mini-tender offer or the offer documentation. Brighthouse Financial recommends that shareholders do not tender their shares in response to Potemkin’s offer because the offer is at a price that is significantly below the current market value of Brighthouse Financial’s common stock.
The offer is currently scheduled to expire at 5:00 p.m., New York City time, on September 16, 2025, unless extended or earlier revoked by Potemkin. Shareholders who tender their shares may withdraw them in the manner described in Potemkin's offering documents.
A mini-tender offer is an offer for less than 5% of a company’s shares and is therefore not subject to the disclosure and procedural requirements required by the U.S. Securities and Exchange Commission (“SEC”) for larger tender offers. As a result, mini-tender offers do not provide investors with the same level of protections under U.S. securities laws that are provided for larger tender offers. The SEC has cautioned investors about mini-tender offers, providing guidance to investors at https://www.sec.gov/investor/pubs/minitend.htm.
Brighthouse Financial encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and the NASD Notice to Members 99-53 issued in July 1999 regarding guidance to members forwarding mini-tender offers to their customers, which can be found at https://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.
Shareholders should obtain current market quotations for their shares of Brighthouse Financial common stock, consult with their broker or financial advisor and exercise caution with respect to Potemkin’s mini-tender offer.
Brighthouse Financial requests that a copy of this news release be included with all distributions of materials relating to Potemkin’s mini-tender offer related to Brighthouse Financial’s common stock.
| PUBLIC RELATIONS<br><br><br><br>Brighthouse Financial, Inc.<br><br>11225 N. Community House Rd.<br><br>Charlotte, NC 28277 |
|---|
About Brighthouse Financial, Inc.
Brighthouse Financial, Inc. (Brighthouse Financial) (Nasdaq: BHF) is on a mission to help people achieve financial security. As one of the largest providers of annuities and life insurance in the U.S.,(1) we specialize in products designed to help people protect what they've earned and ensure it lasts. Learn more at brighthousefinancial.com.
(1) Ranked by 2023 admitted assets. Best's Review®: Top 200 U.S. Life/Health Insurers. AM Best, 2024.
CONTACT
| FOR INVESTORS<br><br>Dana Amante<br><br>(980) 949-3073<br><br>damante@brighthousefinancial.com | FOR MEDIA<br><br>Deon Roberts<br><br>(980) 949-3071<br><br>deon.roberts@brighthousefinancial.com |
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