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]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the sale of Brighthouse Financial, Inc. to Aquarian Capital LLC for $70.00 per share, focusing on whether the transaction is equitable for shareholders [1][3]. Investigation Details - The investigation aims to determine if Brighthouse and its board violated federal securities laws or breached fiduciary duties by not securing the best possible consideration for shareholders, assessing if Aquarian is underpaying, and failing to disclose all material information necessary for shareholders to evaluate the merger [3][4]. - Halper Sadeh LLC may seek increased consideration for shareholders, additional disclosures, and other forms of relief related to the proposed transaction [4]. Legal Rights and Contact Information - Brighthouse shareholders are encouraged to contact Halper Sadeh LLC to learn about their legal rights and options regarding the sale [2][4]. - The firm operates on a contingent fee basis, meaning shareholders would not incur out-of-pocket legal fees [4].

Merger Agreements and Investigations - Golden Entertainment will be acquired by Blake L. Sartini and VICI Properties in a sale-leaseback transaction, with stockholders receiving $30.00 per share, consisting of 0.902 shares of VICI common stock and $2.75 in cash [2] - Brighthouse Financial will be acquired by an affiliate of Aquarian Capital for $70.00 per share in an all-cash transaction valued at approximately $4.1 billion [4] - Forge Global Holdings will be acquired by Charles Schwab Corporation for $45 cash per common share [6] - Hologic will be acquired by Blackstone for $76 per share in cash, plus a contingent value right potentially worth up to $3 per share, totaling up to $79 per share [8] Investigations on Fiduciary Duties - Investigations are ongoing regarding whether the boards of Golden Entertainment, Brighthouse Financial, Forge Global Holdings, and Hologic breached their fiduciary duties by failing to conduct a fair process and whether the deal considerations provide fair value to shareholders [2][4][6][8]

Core Viewpoint - The Ademi Firm is investigating Brighthouse Financial for potential breaches of fiduciary duty related to its transaction with Aquarian Capital, which involves a cash offer of $70.00 per share, totaling approximately $4.1 billion [1][2]. Group 1: Transaction Details - Brighthouse Financial shareholders will receive $70.00 per share in an all-cash transaction valued at approximately $4.1 billion [2]. - The transaction agreement imposes significant penalties on Brighthouse Financial if it accepts competing bids, which raises concerns about the board's fiduciary duties [3]. Group 2: Investigation Focus - The investigation by the Ademi Firm centers on whether the Brighthouse Financial board of directors is fulfilling their fiduciary duties to all shareholders amidst the transaction [3].

Core Insights - Brighthouse Financial's shares surged 27.3% following the announcement of its acquisition by Aquarian Capital LLC in an all-cash deal valued at approximately $4.1 billion, with shareholders receiving $70.00 per share, representing a 37.7% premium over the 90-day volume-weighted average price [1] - The acquisition will allow Brighthouse Financial to operate as a standalone entity within Aquarian Capital's portfolio, maintaining its current leadership and headquarters [1] - Following the acquisition news, Brighthouse Financial canceled its scheduled conference call to discuss its third-quarter financial results [1] Market Reaction - The volatility of Brighthouse Financial's shares is notable, with 21 moves greater than 5% over the past year, indicating that the acquisition news significantly altered market perception [3] - Prior to this announcement, the stock had already gained 27.8% six days earlier due to reports of advanced acquisition talks, with a potential valuation of $4 billion and a share payment of up to $70 [4] Performance Metrics - Year-to-date, Brighthouse Financial's shares have increased by 36.7%, reaching a new 52-week high of $65.59 [5] - An investment of $1,000 in Brighthouse Financial's shares five years ago would now be worth $2,081, reflecting strong long-term performance [5]