Upgrades - JPMorgan upgraded Outfront Media (OUT) to Overweight from Neutral with a price target of $25, up from $19, citing the out-of-home channel as the most resilient traditional advertising market with improved momentum in Q3 [2] - Guggenheim upgraded Grail (GRAL) to Buy from Neutral with a price target of $100, noting that while Galleri is not a perfect test, it remains the leading commercially available MCED test with a significant data moat [3] - Piper Sandler upgraded Floor & Decor (FND) to Overweight from Neutral with a price target of $80, up from $75, highlighting potential for comparable sales improvement by Q1 of 2026 [4] - KeyBanc upgraded Progyny (PGNY) to Overweight from Sector Weight with a price target of $30, indicating limited share downside and several positive catalysts over the next 12 months [4] - KeyBanc upgraded AT&T (T) to Overweight from Sector Weight with a price target of $30, attributing the recent share pullback to overblown wireless competition concerns [5] Downgrades - Raymond James downgraded Bath & Body Works (BBWI) to Market Perform from Outperform, stating that the company's growth will be below its long-term potential due to slow improvements in digital capabilities and distribution [6] - Wolfe Research downgraded Intellia Therapeutics (NTLA) to Peer Perform from Outperform, citing safety issues with nexiguran ziclumeran as a hindrance to the bull thesis [6] - Raymond James double downgraded Brighthouse Financial (BHF) to Market Perform from Strong Buy, referencing the announcement of its acquisition deal for $70 per share [6] - Raymond James double downgraded Centerspace (CSR) to Market Perform from Strong Buy, noting that while the portfolio is attractive for potential buyers, the recent rally has closed the valuation gap with multifamily peers [6] - Northland downgraded QuickLogic (QUIK) to Market Perform from Outperform, maintaining a price target of $5.95, after the company reported revenue in line with guidance and uncertainty regarding a $3M contract [6]

Group 1 - Brighthouse Financial, Inc. (NASDAQ:BHF) is experiencing significant stock performance, reaching an eight-year high following the announcement of its acquisition by Aquarian Capital for $4.1 billion [1][2] - The acquisition price is set at $70 per share, representing a 35% premium over the closing price of $51.80 prior to the announcement [2] - The transaction is expected to close in 2026, pending customary closing conditions [3] Group 2 - Brighthouse Financial is scheduled to release its third-quarter earnings results on November 7, but has canceled its conference call following the merger announcement [3]

Financial Performance - For the three months ended September 30, 2025, net income available to shareholders was $453 million, an increase from $150 million in the same period of 2024, while adjusted earnings rose to $970 million from $767 million[286][287]. - For the nine months ended September 30, 2025, net income available to shareholders was $219 million compared to a net loss of $360 million in 2024, with adjusted earnings increasing to $1.4 billion from $1.0 billion[286][288]. - The increase in net income for both periods was primarily driven by favorable pre-tax adjusted earnings and a net investment gain from the sale of a subsidiary, despite some unfavorable market impacts[287][288]. - Adjusted earnings for the nine months ended September 30, 2025, were $1.4 billion, an increase of $388 million compared to the same period in 2024[337]. - Adjusted earnings for the three months ended September 30, 2025, were $970 million, compared to $767 million in the same period of 2024[331]. - Total revenues for the three months ended September 30, 2025, were $1,816 million, a decrease of 10% from $2,018 million in the prior year[322]. - The total impact on income available to shareholders before provision for income tax was $400 million for the nine months ended September 30, 2025[320]. - For the nine months ended September 30, 2025, income available to shareholders before provision for income tax was $243 million, an increase of $736 million from a loss of $493 million in the same period of 2024[326]. Merger and Regulatory Matters - On November 6, 2025, Brighthouse Financial entered into a Merger Agreement with Aquarian Holdings VI L.P., with each share of common stock to be converted into $70.00 per share in cash at the effective time of the merger[290][291]. - The Merger is subject to customary closing conditions, including regulatory approvals and the absence of a Company Material Adverse Effect[293]. - The Inflation Reduction Act established a 15% corporate alternative minimum tax for corporations with average annual adjusted financial statement income exceeding $1.0 billion[298]. - The company is assessing the impact of proposed regulations related to the corporate alternative minimum tax, which may introduce uncertainties[299]. - The Company was not subject to the CAMT for the years ended December 31, 2023 and 2024, and does not expect to be subject to it for the year ended December 31, 2025[300]. - The OBBBA enacted on July 4, 2025, is not expected to have a material impact on the Company[301]. - The CCDAA requires companies with annual revenues exceeding $1.0 billion to report Scope 1 and 2 GHG emissions starting in 2026, and Scope 3 emissions starting in 2027[302]. Investment and Market Conditions - The company continues to monitor economic conditions that may affect market volatility, including inflation, interest rates, and geopolitical conflicts[296]. - The Federal Reserve's recent rate cuts may negatively impact the company's investment portfolio and profitability for variable annuities[295]. - As of September 30, 2025, unrealized losses on fixed maturity securities exceeded unrealized gains due to interest rate increases[365]. - The company is subject to significant financial risks including credit risk, interest rate risk, and market valuation risk, which could adversely affect its financial condition[366]. - The company does not expect its general account investments in current sectors to have a material adverse effect on its financial condition[371]. Segment Performance - Adjusted earnings for the Annuities segment for the nine months ended September 30, 2025, were $950 million, a decrease of $22 million from 2024[342]. - Insurance-related activities reported a loss of $499 million for the nine months ended September 30, 2025, compared to a loss of $984 million in 2024[334]. - Adjusted earnings for the Life segment were $40 million for the three months ended September 30, 2025, an increase of $65 million compared to the same period in 2024[344]. - The Run-off segment achieved adjusted earnings of $641 million for the three months ended September 30, 2025, an increase of $178 million year-over-year[350]. - Adjusted earnings for the Corporate & Other segment were a loss of $15 million for the three months ended September 30, 2025, a decrease of $17 million compared to the same period in 2024[356]. Liquidity and Capital Management - The company maintained a substantial short-term liquidity position of $5.2 billion as of both September 30, 2025, and December 31, 2024[429]. - Liquid assets totaled $50.4 billion at September 30, 2025, up from $48.1 billion at December 31, 2024[430]. - The company continuously monitors and adjusts its liquidity and capital plans in response to changing market conditions[428]. - The company aims to maintain a capital and risk management strategy targeting a combined RBC ratio of 400% to 450% under normal market conditions[435]. - The company established a stand-alone hedging program for its variable annuity and first generation Shield Annuity contracts in Q3 2025[403]. Credit and Investment Quality - The credit quality of fixed maturity securities showed that 97.1% were rated investment grade as of September 30, 2025[381]. - The company maintains no exposure to any single issuer exceeding 1% of total investments, with the top ten holdings comprising 1% of total investments as of both September 30, 2025, and December 31, 2024[383]. - The estimated fair value of embedded derivative liabilities related to Shield Annuities was $11.4 billion at September 30, 2025[425]. Tax and Regulatory Compliance - The effective tax rate for the three months ended September 30, 2025, was 18%, compared to 5% in the prior period[325]. - The effective tax rate for the nine months ended September 30, 2025, was 19%, up from 18% in the prior period[337]. - The company is subject to regulatory approval for any dividend payments by Brighthouse Life Insurance Company in 2025[473].

Core Insights - Brighthouse Financial, Inc. (BHF) reported third-quarter 2025 adjusted net income of $4.54 per share, missing the Zacks Consensus Estimate by 10.8%, but showing a year-over-year increase of 13.7% [1][9] - Total operating revenues reached $2.2 billion, a slight increase of 0.3% year over year, primarily driven by higher net investment income [2][9] - Premiums decreased by 5.5% year over year to $170 million [2] Financial Performance - Adjusted net investment income was $1.3 billion, up 2.5% year over year, mainly due to higher alternative investment income, with an adjusted investment income yield of 4.40% [2] - Total expenses were $1.2 million, reflecting a significant decrease of 32.7% year over year, while corporate expenses increased by 0.9% to $205 million [3] Segment Performance - Annuities segment recorded adjusted earnings of $304 million, down 7% year over year, despite an 8% increase in annuity sales to $2.7 billion [4] - Life insurance segment saw adjusted earnings of $40 million, a recovery from a loss of $25 million in the previous year, with sales increasing by 27% to $38 million [4] - Run-off segment's adjusted earnings rose by 38.4% year over year to $641 million, attributed to higher underwriting margins and net investment income [5] Financial Position - Cash and cash equivalents increased by 17.3% year over year to $6.6 billion [6] - Shareholders' equity reached $6.4 billion, up 15.2% year over year, with a book value per share of $151.94, reflecting a 14.3% increase [6] - Statutory combined total adjusted capital was $5.4 billion, down 5.2% year over year [6] Capital Adequacy - As of September 30, 2025, the estimated combined risk-based capital ratio was between 435% and 455% [7] - The company expects to maintain the combined RBC ratio target range of 400% to 450% under normal market conditions by the end of 2025 [8]

Core Insights - Brighthouse Financial (BHF) reported quarterly earnings of $4.54 per share, missing the Zacks Consensus Estimate of $5.09 per share, but showing an increase from $3.99 per share a year ago, resulting in an earnings surprise of -10.81% [1] - The company posted revenues of $2.17 billion for the quarter ended September 2025, which was 3.6% below the Zacks Consensus Estimate and slightly down from $2.18 billion year-over-year [2] - Over the last four quarters, Brighthouse Financial has surpassed consensus EPS estimates only once and has also topped consensus revenue estimates just once [2] Earnings Outlook - The immediate price movement of Brighthouse Financial's stock will largely depend on management's commentary during the earnings call and future earnings expectations [3][4] - The current consensus EPS estimate for the upcoming quarter is $5.16 on revenues of $2.27 billion, while for the current fiscal year, the estimate is $17.65 on revenues of $8.83 billion [7] Industry Context - The Insurance - Life Insurance industry, to which Brighthouse Financial belongs, is currently ranked in the top 11% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8] - Empirical research suggests a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors [5]

Core Viewpoint - Brighthouse Financial, Inc. is experiencing significant stock performance changes due to a merger with Aquarian Capital, which is expected to enhance its market position and financial stability [2][3][5]. Company Overview - Brighthouse Financial, Inc. is a life insurance company based in Charlotte, offering a variety of annuity and life insurance products aimed at financial security [1]. - The company has a market capitalization of approximately $3.76 billion and a trading volume of 12.46 million shares on the NASDAQ exchange [5][6]. Merger Details - The merger with Aquarian Capital is an all-cash transaction valued at approximately $4.1 billion, with Aquarian offering $70 per share, representing a 35.1% premium over the previous closing price of $51.80 [2][3][6]. - Following the merger announcement, BHF's stock price surged by 26%, reflecting strong investor interest and confidence [3]. Stock Performance - As of the latest update, BHF's stock is priced at $65.83, showing a significant increase of 27.08% with a change of $14.03 [4][6]. - The stock has fluctuated between $65.46 and $66, marking its highest price over the past year, while the lowest price was $42.07, indicating a strong recovery [4]. Analyst Insights - Morgan Stanley has set a price target of $70 for BHF, suggesting a potential increase of 6.4% from its then-current price of $65.79 [2][6].

Merger Agreement - The merger agreement states that each issued and outstanding share will be converted into the right to receive $70.00 per share in cash[16]. - The Board of Directors of Brighthouse Financial has unanimously approved the merger agreement, determining it to be fair and in the best interests of the company and its stockholders[16]. - The merger will result in Brighthouse Financial becoming a wholly owned subsidiary of Aquarian Holdings[16]. - The merger is subject to the satisfaction of various conditions outlined in the agreement, including stockholder approval[16]. - The agreement includes provisions for the treatment of dissenting shares and the rights of stockholders[16]. - The merger is expected to enhance the strategic position of both companies in the market[16]. - The agreement outlines the corporate governance structure of the surviving corporation post-merger[16]. - The merger is anticipated to close following the fulfillment of regulatory and stockholder approvals[16]. - The effective time of the merger will be when the Certificate of Merger is filed with the Secretary of State of Delaware[112]. - The Surviving Corporation will possess all property, rights, privileges, and powers of both the Company and Merger Sub[113]. - The closing of the merger will occur six business days after the last condition is satisfied or waived[114]. - Each outstanding share will be converted into the right to receive $70.00 per share in cash as part of the merger consideration[119]. - All shares converted into the merger consideration will automatically be canceled and retired, ceasing to exist[120]. - The merger consideration will be adjusted for any changes in the outstanding shares prior to the effective time, including stock splits or dividends[121]. - Excluded shares, including those owned by Parent or held in treasury, will be canceled without any consideration[122]. - Company stock options will be deemed fully vested and converted into cash payments based on the merger consideration, with options having an exercise price equal to or greater than the merger consideration being canceled[127]. - Restricted stock units (RSUs) will also be fully vested and converted into cash payments based on the merger consideration[128]. - The company ESPP will be suspended, and no new participants will be allowed after the agreement date, with existing rights being converted into cash at the effective time[129]. - The payment of the aggregate merger consideration will be made through a designated paying agent, ensuring that it is used solely for this purpose[135]. - Holders of book-entry shares will not need to deliver certificates to receive the merger consideration, which will be paid promptly after the effective time[136]. - The company must provide a certificate confirming it is not a "United States real property holding corporation" prior to the closing date[133]. Financial Performance - The company reported a revenue increase of 15% year-over-year, reaching $1.2 billion in Q3 2023[110]. - User data showed a growth of 25% in active users, totaling 5 million by the end of the quarter[110]. - The company provided guidance for Q4 2023, expecting revenue between $1.3 billion and $1.4 billion, representing a growth of 10% to 15%[110]. - New product launches included a premium subscription service, projected to generate an additional $200 million in annual revenue[110]. - The company is investing $50 million in R&D for new technology aimed at enhancing user experience[110]. - Market expansion efforts are underway in Europe, with a target to increase market share by 20% within the next year[110]. - The company completed a strategic acquisition of a smaller competitor for $300 million, expected to enhance its product offerings[110]. - Cost reduction strategies implemented are projected to save $30 million annually[110]. - The company reported a net income of $150 million, a 20% increase compared to the previous year[110]. - Customer satisfaction ratings improved to 90%, reflecting the success of recent service enhancements[110]. Corporate Governance and Compliance - The Company has a defined process for handling Company Acquisition Proposals that involve significant assets[34]. - The Company is required to maintain confidentiality agreements with relevant parties to protect sensitive information[39]. - The Company must comply with the Internal Revenue Code of 1986 regarding its financial operations[32]. - The Company has timely filed all required SEC documents since January 1, 2023, with no ongoing SEC reviews or investigations[159]. - The audited financial statements comply with GAAP and fairly present the consolidated financial position of the Company and its Subsidiaries[160]. - The Company maintains a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting[165]. - There have been no significant deficiencies or material weaknesses in internal control over financial reporting since January 1, 2023[167]. - The Company is in compliance with all current listing and corporate governance requirements of Nasdaq[169]. - The Company has timely filed all required Tax Returns and paid all due Taxes, ensuring compliance with applicable laws[174]. - The Company has not participated in any "listed transaction" that could affect its tax obligations[175]. - Each Company Benefit Plan has been established and maintained in compliance with applicable laws, with all required contributions made timely[178]. - The Company has not maintained any defined benefit pension plans or Multiemployer Plans in the last six years[180]. - The Company has complied with all applicable labor laws since January 1, 2023, with no material violations reported[191]. - The Company is not delinquent in payments to current or former employees, except for ordinary course arrearages[193]. - The Company has been in full compliance with the WARN Act since January 1, 2023, with no required notifications to employees[196]. - There have been no violations of anti-money laundering or anti-corruption laws since January 1, 2023[198]. - The Company has not received any notices or penalties for non-compliance with economic sanctions or trade laws since January 1, 2023[199]. - The Company and its Subsidiaries are in compliance with applicable environmental laws, with no violations reported[200]. Share Structure and Securities - The Company has 1,000,000,000 authorized shares of Common Stock and 100,000,000 shares of Preferred Stock, with 57,171,217 shares of Common Stock issued and outstanding as of November 5, 2025[150]. - There are 166,769 shares of Common Stock underlying Stock Options, 612,282 shares underlying RSU Awards, and 747,274 and 1,173,634 shares underlying PSU Awards at target and maximum performance levels, respectively[150]. - The Company Board has unanimously determined that the Agreement and Transactions are fair and in the best interests of the Company and its stockholders[147]. - The execution and performance of the Agreement require no action or consent from any Governmental Entity other than necessary filings and compliance with applicable laws[148]. - The Company has no outstanding obligations to repurchase or redeem any Company Securities, except for Company Equity Awards[151]. - All outstanding Company Securities have been offered and issued in compliance with applicable laws, including the Securities Act[152]. - The Company has no outstanding obligations to repurchase or redeem any Company Subsidiary Securities[154]. - All outstanding shares of capital stock of each Subsidiary are fully paid and nonassessable[154]. - Each Company Stock Option has been granted with an exercise price at least equal to the fair market value of the underlying Share at the time of grant[189]. - Since January 1, 2023, the Company and its Subsidiaries have not been involved in any collective bargaining agreements with labor unions[190].

Core Insights - Brighthouse Financial reported a significant increase in net income for Q3 2025, reaching $453 million or $7.89 per diluted share, compared to $150 million or $2.47 per diluted share in Q3 2024 [3][12] - The company completed its annual actuarial review, resulting in a favorable impact of $316 million on net income, alongside an increase in the long-term mean reversion interest rate assumption for the 10-year U.S. Treasury from 4.00% to 4.50% [4][8] - A definitive merger agreement was announced with Aquarian Capital LLC, valuing the transaction at approximately $4.1 billion, or $70.00 per share [8][11] Financial Performance - Adjusted earnings for Q3 2025 were reported at $970 million, or $16.87 per diluted share, up from $767 million, or $12.58 per diluted share in Q3 2024 [7][12] - The company’s common stockholders' equity at the end of Q3 2025 was $4.7 billion, or $81.60 per common share, with book value excluding AOCI at $8.7 billion, or $151.94 per common share [5][12] - Annuity sales increased by 8% quarter-over-quarter and 5% sequentially, driven by record sales of Shield Level Annuities [10][16] Segment Performance - The Annuities segment reported adjusted earnings of $304 million, down from $327 million in Q3 2024 [13] - The Life segment showed adjusted earnings of $40 million, a recovery from adjusted losses of $25 million in Q3 2024 [17] - The Run-off segment had adjusted earnings of $641 million, compared to $463 million in Q3 2024 [20] Sales and Market Activity - Total annuity sales for Q3 2025 were $2.7 billion, with life sales reaching $38 million, reflecting a 27% increase quarter-over-quarter [10][19] - The company’s estimated combined risk-based capital (RBC) ratio was between 435% and 455%, at the upper end of the target range of 400% to 450% [11][29] Investment Income - Net investment income for Q3 2025 was $1,334 million, with an adjusted net investment income of $1,327 million, reflecting increases driven by higher alternative investment income [27][26] - The adjusted net investment income yield was reported at 4.40% during the quarter [27][69]

Core Points - Class Action Attorney Juan Monteverde's firm, Monteverde & Associates PC, has successfully recovered millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1] - The firm is currently investigating Brighthouse Financial, Inc. regarding its proposed sale to Aquarian Holdings VI L.P., where Brighthouse shareholders are set to receive $70.00 in cash per share [1] Company Overview - Monteverde & Associates PC is a national class action securities firm located in the Empire State Building, New York City, with a successful track record in trial and appellate courts, including the U.S. Supreme Court [2] - The firm emphasizes its commitment to litigating on behalf of shareholders and has a history of recovering funds for them [2] Contact Information - For shareholders with concerns or seeking additional information, contact details for Juan Monteverde, Esq. are provided, including email and telephone [3]

Financial Performance - Net income available to shareholders for the three months ended September 30, 2025 was $453 million[9], compared to $150 million for the same period in 2024[9] - Adjusted earnings for the three months ended September 30, 2025 were $970 million[9], compared to $767 million for the same period in 2024[9] - Adjusted earnings, less notable items, for the three months ended September 30, 2025 were $261 million[9], compared to $243 million for the same period in 2024[9] - Book value per common share as of September 30, 2025 was $8160[9], while book value per common share, excluding AOCI, was $15194[9] Segment Performance (Three Months Ended September 30, 2025) - Annuities adjusted earnings were $304 million[16] - Life adjusted earnings were $40 million[16] - Run-off adjusted earnings were $641 million[16] - Corporate & Other reported an adjusted loss of $15 million[16] Key Metrics - Combined total adjusted capital was $54 billion as of September 30, 2025[9] - Combined risk-based capital ratio was between 435% and 455% as of September 30, 2025[9]