| Proposed Maximum Aggregate Value of Transaction | Fee rate | Amount of Filing Fee | |
| | $ | | $ |
| Fees Previously Paid | $— | $— | |
| Total Transaction Valuation | $ | ||
| Total Fees Due for Filing | $ | ||
| Total Fees Previously Paid | | ||
| Total Fee Offsets | | ||
| Net Fee Due | $ |
| (1) | In
accordance with Exchange Act Rule
0-11, the maximum number of securities of Brighthouse Financial, Inc. (“Brighthouse
Financial”) to which this transaction applies was estimated to be (a) 57,171,217
shares of Brighthouse Financial common stock outstanding as of December 18,
2025, which may be entitled to receive the per share merger consideration,
which is a maximum of $70.00; (b) 166,769 shares of Brighthouse Financial
common stock in respect of Brighthouse Financial stock options outstanding as
of December 18, 2025, which may be entitled to receive the per share merger
consideration; (c) 602,334 shares of Brighthouse Financial common stock in
respect of Brighthouse Financial restricted stock units (including vested but
deferred shares for the board of directors) outstanding as of December 18, 2025,
which may be entitled to receive the per share merger consideration, which is a
maximum of $70.00; and (d) 744,678 shares of Brighthouse Financial common stock
in respect of Brighthouse Financial performance stock unit awards (assuming at
target performance), respectively, outstanding as of December 18, 2025, which
may be entitled to receive the per share merger consideration, which is a
maximum of $70.00. |
|
(2)
|
In
accordance with Exchange Act Rule 0-11 and estimated solely for the purposes of
calculating the filing fee, the proposed maximum aggregate value of the
transaction was calculated, as of December 18, 2025, based on the sum of: (a)
the product of 57,171,217 shares of Brighthouse Financial common stock
outstanding as of December 18, 2025, and the per share merger consideration,
which is a maximum of $70.00, (b) the product of 166,769 shares of Brighthouse
Financial common stock in respect of Brighthouse Financial stock options
outstanding as of December 18, 2025, and the per share merger consideration,
which is a maximum of $70.00, (c) the product of 602,334 shares of Brighthouse
Financial common stock in respect of Brighthouse Financial restricted stock
units (including vested but deferred shares for the board of directors) outstanding
as of December 18, 2025, and the per share merger consideration, which is a
maximum of $70.00, and (d) the product of 744,678 shares of Brighthouse
Financial common stock in respect of Brighthouse Financial performance stock
unit awards (assuming at target performance), respectively, outstanding as of December
18, 2025, and the per share merger consideration, which is a maximum of $70.00.
|
|
(3)
|
In
accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, and Exchange Act Rule 0-11, the filing fee was determined as the product of
the proposed maximum aggregate value
of the transaction as calculated in note (2) above multiplied by 0.00013810.
|