8-K - BHF - Equibles

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): September 2, 2025 (August 27, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 27, 2025, the Board of Directors of Brighthouse Financial, Inc. (the “Company”) appointed Myles J. Lambert as the Company’s Executive Vice President and Chief Operating Officer (“COO”), effective August 30, 2025.

Mr. Lambert, age 50, has served as the Company’s Executive Vice President and Chief Distribution and Marketing Officer since August 2017. In addition to his new responsibilities overseeing the Company’s operations, he will continue to lead the distribution and marketing of the Company’s annuity and life insurance solutions through third-party partners as well as corporate strategy.

Pursuant to an offer letter entered into in connection with his appointment (the “Offer Letter”), Mr. Lambert will receive an annual base salary of $700,000. In addition, he will have a target annual short-term incentive opportunity under the Amended and Restated Brighthouse Services, LLC Short-Term Incentive Plan (the “STI Plan”) of 140% of his annual base salary and a target long-term incentive opportunity under the Amended and Restated Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (the “LTI Plan”) of 305% of his annual base salary (consisting of 40% restricted stock units (“RSUs”) and 60% performance share units (“PSUs”)), 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. The foregoing description of the Offer Letter is qualified in its entirety by reference to the complete terms and conditions of the Offer Letter, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

In addition, pursuant to a special award letter entered into in connection with his appointment (the “Special Award Letter”), Mr. Lambert will receive a special cash award of $1.0 million payable on July 1, 2027 subject to, among other things, Mr. Lambert’s continued employment with the Company and satisfaction of management’s expectations for his new role through July 1, 2027. In the event Mr. Lambert is involuntarily terminated by the Company without cause on or prior to July 1, 2027, he will remain eligible to receive the special cash award. The foregoing description of the Special Award Letter is qualified in its entirety by reference to the complete terms and conditions of the Special Award Letter, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Furthermore, on August 27, 2025, the Company’s Board of Directors appointed Melissa Pavlovich as the Company’s Chief Accounting Officer (“CAO”), effective August 30, 2025. Ms. Pavlovich succeeded Richard Cook, who served as Interim CAO since November 9, 2024. Effective August 30, 2025, Mr. Cook assumed the role as the Company’s Deputy CAO and ceased serving as Interim CAO.

Since joining the Company in July 2020, Ms. Pavlovich, age 53, has led the Tax department, initially as Tax Director and subsequently as Head of Tax. In addition to her new responsibilities as CAO, she will continue to oversee the Company’s Tax department. Prior to joining the Company, Ms. Pavlovich was Head of Tax Planning and Business Support at CVS Health Corporation. She joined CVS Health Corporation in connection with its 2018 acquisition of Aetna Inc., where she held several tax-related roles from 2003 through 2018, including Vice President, Tax. Before joining Aetna Inc., Ms. Pavlovich held roles at Ernst & Young LLP and Arthur Andersen LLP.

Pursuant to an offer letter entered into in connection with her appointment, Ms. Pavlovich will receive an annual base salary of $425,000. In addition, she will have a target annual short-term incentive opportunity under the STI Plan of 60% of her annual base salary and a target long-term incentive opportunity under the LTI Plan valued at $219,500 (consisting of 40% RSUs and 60% PSUs), 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1*	Offer Letter,effective as of August 30 , 2025, between Brighthouse Services, LLC and Myles Lambert.
10.2*	Special Award Letter,effective as of August 30 , 2025, between Brighthouse Services, LLC and Myles Lambert.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed 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: September 2, 2025

Document

Exhibit 10.1

August 27, 2025

[Address]

Dear Myles,

I am pleased to offer you the role of Chief Operating Officer and look forward to your continued contributions to the success of our organization. In this role, you will continue to report to Eric Steigerwalt, President and Chief Executive Officer. Your first day in your new role will be on August 30, 2025. In your new role, you will continue employment with Brighthouse Services, LLC (the “Company”), and your work location will be Middletown, NJ.

Your total compensation opportunity includes your base salary, and annual short- and long-term incentives. Your initial annual base salary will be $700,000, payable every two weeks. Incentive awards are provided under the Amended and Restated Brighthouse Services, LLC Short-Term Incentive Plan and the Amended and Restated Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan, and are subject to the terms described therein.

Short-Term Incentive Opportunity: 140% of your annual base salary

The value of your short-term award is not guaranteed, but rather determined by the Compensation and Human Capital Committee (the “Committee”) of the Board based on Brighthouse Financial, Inc. (“Brighthouse Financial”) performance and your individual performance in the concluded fiscal year.

Long-Term Incentive Opportunity: 305% of your annual base salary

Long-term equity awards are not guaranteed, but rather, forward-looking and granted each March. Any equity award you are granted will consist of the following (percentage of the above long-term incentive opportunity):

•40% Restricted Stock Units: shares vest 1/3 annually over a three-year period; and

•60% Performance Share Units: the number of shares that vest will be based on the determination of the Committee with respect to achievement of performance measures that are set by the Committee, subject to cliff vesting three years after grant date.

You will be eligible for the annual long-term equity award if you are employed by December 31 of the prior calendar year. Generally, to receive payment from such awards you must be actively employed on vesting dates of any grants, as determined by the applicable plan or program. In no event will payment be made later than March 15 of the year after vesting. Compensation related to equity awards is not eligible for deferral into any deferred compensation plan, but rather will be taxed upon vesting at supplemental tax rates.

Any current FINRA registrations or licensures will remain active but are subject to review by Brighthouse Financial’s compliance department.

If you are currently enrolled in any of the Company’s many benefits, those coverages will remain in effect and will be unaffected by this new role. Per the Company’s PTO policy, you will retain any unused PTO and will continue to accrue PTO per the guidelines of the policy. If you are transferring into a job grade where the annual allowance is different from those of your current grade, your accrual rate for future earnings will be adjusted accordingly.

This offer of employment is based on our confidence that your employment with the Company will be a mutually rewarding and enriching experience, but it is not an employment contract and does not represent a guarantee of continued employment for any period of time. Employment at the Company is “at will,” which means that either you or the Company may terminate the relationship at any time with or without cause or notice. By signing this letter, you acknowledge that this offer is made in reliance on the representations made by you and that this offer may be withdrawn, or your employment terminated, for any breach of these representations, and that you will indemnify the Company and Brighthouse Financial for any loss resulting from your breach.

If you have any questions related to your transfer, please call me at 980-949-XXXX.

Sincerely,

/s/ Vonda Huss

Vonda Huss

Chief Human Resources Officer

Acknowledged and Accepted:

/s/Myles Lambert 8/30/2025

Myles Lambert Date

Document

Exhibit 10.2

August 27, 2025

Re: Special Cash Award – Myles J. Lambert

Dear Mr. Lambert:

Brighthouse Services, LLC (“Brighthouse”) values your specialized skills and institutional knowledge of the business. As an incentive for you to remain with Brighthouse, you will be eligible to receive:

A one-time lump sum special cash award (“Award Payment”) equal to $1,000,000 so long as you remain actively employed at Brighthouse from the date of this letter through July 1, 2027 (the “Award Period”). Subject to the terms of this letter, you will receive the Award Payment within 30 days following the end of the Award Period.

The Award Payment will be processed through the Brighthouse payroll system and is subject to all applicable federal, state and local tax withholdings and deductions.

The other terms and conditions for the Award Payment are as follows:

1.If your employment with Brighthouse terminates for any reason other than a Qualified Termination (defined below), you will forfeit your eligibility to receive any portion of the Award Payment, and no payment will be made to you.

2.In order to remain eligible to receive the Award Payment, you must always meet Brighthouse management’s expectations for satisfactory performance of your job responsibilities during the Award Period.

3.You agree that, in keeping with your responsibilities as an employee of Brighthouse, you will: (a) devote your full time and best efforts to the business of Brighthouse, including its affiliates, successors and assigns, and (b) comply with your obligations to maintain the confidentiality of Brighthouse’s business information, including the information set forth in your Agreement to Protect Corporate Property, the terms of which are not altered by this letter agreement. If you fail to comply with your obligations under such agreement, you will forfeit your eligibility to receive any portion of the Award Payment, and no payment will be made to you.

4.If you experience a Qualified Termination during the Award Period, you will remain eligible to receive the Award Payment, and, notwithstanding anything to the contrary in this letter, you will receive the Award Payment within 60 days following the date of such Qualified Termination so long as you execute and do not revoke a general release in favor of Brighthouse and its affiliates in the form prescribed by Brighthouse. For purposes of this letter, “Qualified Termination” has the meaning provided under the Brighthouse Executive Severance Pay Plan, as amended and/or restated from time to time.

5.The Award Payment is separate and distinct from your regular pay for work performed during the Award Period and any other compensation you are eligible or entitled to receive. Except with respect to the Brighthouse Services, LLC Savings Plan and Trust and the Brighthouse Services, LLC Auxiliary Savings Plan, the amount of such payments will be excluded from benefits eligible earnings for all compensation and benefits purposes including, but not limited to, any other retirement or pension plans, welfare plans and arrangements, bonus and incentive programs, and paid time off allowances.

6.The Award Payment is intended to be exempt from the requirements of Internal Revenue Code Section 409A pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4).

This letter contains the complete terms and conditions of the Award Payment being offered to you, and no previous promises or agreements, oral or written, regarding the subject matter of this letter agreement will remain in effect. The terms of this letter will be governed by North Carolina law (without regard to choice-of-law principles) and may not be changed, modified or otherwise terminated, in whole or in part, unless agreed to in writing by an authorized officer in Human Resources at Brighthouse. If any term of this letter is found invalid, it will not affect the enforceability of the rest of the terms of this letter. This letter does not restrict Brighthouse in setting the terms and conditions of an employee’s employment in any way. You remain an employee-at-will, and both Brighthouse and you remain free to discontinue your employment with Brighthouse. This letter does not create any third-party beneficiaries. Brighthouse management will interpret and administer the terms of this letter in its discretion and will make any determination necessary. Such determinations will be final and binding. References in this letter to “Brighthouse” will be read to include its successors and assigns.

We value your expertise and experience and look forward to our shared future successes. If the terms of this letter are acceptable to you, please sign and date this letter where indicated below.

Sincerely,

/s/ Vonda Huss

Vonda Huss, Chief Human Resources Officer

Your signature below indicates that you acknowledge and agree to the provisions described above:

/s/ Myles Lambert 8/30/2025

Myles Lambert Date