The board of directors of Brighthouse Financial, Inc. (“Brighthouse Financial”), a Delaware corporation, unanimously approved an Agreement and Plan of Merger, dated as of November 6, 2025 (as it may be amended from time to time, the “Merger Agreement”), by and among Aquarian Holdings VI L.P., a Delaware limited partnership (“Parent”), Aquarian Beacon Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), Aquarian Holdings LLC, a Delaware limited liability company, solely for the purpose of certain provisions, and Brighthouse Financial, which provides for the acquisition of Brighthouse Financial by Parent.

Pursuant to the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement, Merger Sub will merge with and into Brighthouse Financial, with Brighthouse Financial surviving as an indirect wholly-owned subsidiary of Parent (the “Merger”). At the effective time of the Merger (the “Effective Time”), each share of common stock of Brighthouse Financial, par value $0.01 per share (the “Common Stock”), issued and outstanding immediately prior to the Effective Time (other than the Common Stock (i) held by holders exercising appraisal rights, (ii) owned by Brighthouse Financial as treasury stock or (iii) owned by Brighthouse Financial, Parent, Merger Sub or their wholly-owned subsidiaries) will be converted into the right to receive $70.00 per share, net in cash, without interest and less any amounts that are required to be deducted or withheld under applicable law.

At a special meeting of Brighthouse Financial stockholders (the “Special Meeting”), holders of shares of Common Stock will be asked to vote on a proposal to adopt the Merger Agreement (the “Merger Proposal”). Approval of the Merger Proposal requires the affirmative vote of Brighthouse Financial stockholders holding a majority of the outstanding shares of Common Stock as of 5:00 p.m. Eastern Standard Time on    ,   , which is the record date for the Special Meeting (the “Record Date”).

At the Special Meeting, holders of shares of Common Stock will also be asked to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Brighthouse Financial’s named executive officers that is based on or otherwise relates to the Merger (the “Compensation Proposal”), and to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal (the “Adjournment Proposal”).

The board of directors of Brighthouse Financial unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby (including the Merger) are fair to and in the best interests of Brighthouse Financial and its stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby (including the Merger), (c) approved the execution, delivery and performance by Brighthouse Financial of the Merger Agreement and, subject to the approval of the holders of a majority of the shares of Common Stock outstanding, the consummation of the transactions contemplated thereby (including the Merger), (d) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of the holders of issued and outstanding shares of Common Stock and (e) resolved to recommend the adoption of the Merger Agreement by the holders of the issued and outstanding shares of Common Stock entitled to vote thereon.

The board of directors of Brighthouse Financial unanimously recommends that the holders of shares of Common Stock vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

The Record Date is    ,    . Your vote is very important, regardless of the number of shares of Common Stock you own. Approval of the Merger Proposal is a condition to the completion of the Merger. If the Merger Proposal is not approved, the Merger and the transactions contemplated by the Merger Agreement will not be completed even if the other proposals related to the Merger are approved. Please vote promptly.

Brighthouse Financial will hold the Special Meeting solely by means of remote communication via the internet. All holders of shares of Common Stock as of 5:00 p.m. Eastern Standard Time on the Record Date will be able to attend, vote and participate in the Special Meeting by remote communication. Record holders of shares of Common Stock may submit a proxy to vote their shares of Common Stock in advance of the Special Meeting by any of the following means:

The failure to vote your shares of Common Stock will have the same effect as voting “AGAINST” the approval of the Merger Proposal.

If your shares of Common Stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will not be permitted to vote your shares of Common Stock without instructions from you. You should instruct your bank, brokerage firm or other nominee on how to vote your shares of Common Stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of Common Stock will have the same effect as voting “AGAINST” the approval of the Merger Proposal.

Submitting a proxy will not prevent you from attending the Special Meeting and voting virtually, and it will help to secure a quorum and avoid added solicitation costs. Any record holder of Common Stock entitled to vote at the Special Meeting and who is present at the Special Meeting may vote virtually, thereby revoking any previous proxy. Record holders of shares of Common Stock entitled to vote at the Special Meeting may also revoke their proxy in writing at any time before the Special Meeting in the manner described in the accompanying proxy statement. If your shares of Common Stock are held in “street name” by your bank, brokerage firm or other nominee, the foregoing instructions do not apply to you and you must follow the instructions on the voting instruction card furnished by your bank, brokerage firm or other nominee to revoke your proxy.

The obligations of Parent and Brighthouse Financial to complete the Merger are subject to the satisfaction or waiver of several conditions. The accompanying proxy statement contains detailed information about Parent, Brighthouse Financial, the Special Meeting, the Merger Agreement and the Merger. We encourage you to read the proxy statement carefully and in its entirety before voting.

On behalf of the board of directors and management of Brighthouse Financial, we thank you for your support.

We are pleased to invite you to attend the special meeting (the “Special Meeting”) of stockholders of Brighthouse Financial, Inc. (“Brighthouse Financial”). Brighthouse Financial will hold the Special Meeting solely by means of remote communication via the internet. The Special Meeting will be held on   , 2026, at    Eastern Standard Time, virtually at www.virtualshareholdermeeting.com/BHF2026SM for the following purposes:

Brighthouse Financial will transact no other business at the Special Meeting. Please refer to the proxy statement of which this notice is a part for further information with respect to the business to be transacted at the Special Meeting.

The board of directors of Brighthouse Financial has fixed 5:00 p.m. Eastern Standard Time on    ,     as of the record date for the Special Meeting (the “Record Date”). Only holders of shares of common stock of Brighthouse Financial, par value $0.01 per share (the “Common Stock”), of record on the Record Date are entitled to notice of and vote at the Special Meeting or any adjournment or postponement thereof. A complete list of stockholders entitled to vote at the Special Meeting will be available at 11225 North Community House Road, Charlotte, North Carolina 28277 for inspection by any Brighthouse Financial stockholder for any purpose germane to the Special Meeting during ordinary business hours for the ten days preceding the Special Meeting.

The board of directors of Brighthouse Financial unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby (including the Merger) are fair to and in the best interests of Brighthouse Financial and its stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby (including the Merger), (c) approved the execution, delivery and performance by Brighthouse Financial of the Merger Agreement and, subject to the approval of the holders of a majority of the shares of Common Stock outstanding, the consummation of the transactions contemplated thereby (including the Merger), (d) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of the holders of issued and outstanding shares of Common Stock and (e) resolved to recommend the adoption of the Merger Agreement by the holders of the issued and outstanding shares of Common Stock entitled to vote thereon.

The board of directors of Brighthouse Financial unanimously recommends that the holders of shares of Common Stock vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Your vote is very important, regardless of the number of shares of Common Stock you own. Approval of the Merger Proposal is a condition to the completion of the Merger. If the Merger Proposal is not approved, the Merger and the transactions contemplated by the Merger Agreement will not be completed even if the other proposals related to the Merger are approved. Please vote promptly. Record holders of shares of Common Stock may submit a proxy to vote their shares of Common Stock in advance of the Special Meeting by any of the following means:

The failure to vote your shares of Common Stock will have the same effect as voting “AGAINST” the approval of the Merger Proposal.

If your shares of Common Stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will not be permitted to vote your shares of Common Stock without instructions from you. You should instruct your bank, brokerage firm or other nominee on how to vote your shares of Common Stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to instruct your bank, brokerage firm or other nominee to vote your shares of Common Stock will have the same effect as voting “AGAINST” the approval of the Merger Proposal.

The enclosed proxy statement provides a detailed description of the Merger and the Merger Agreement and the other matters to be considered at the Special Meeting. We urge you to read the proxy statement carefully in its entirety, including the annexes and any documents incorporated by reference into the proxy statement. If you have any questions concerning the Merger, the Merger Agreement or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Common Stock, please contact Brighthouse Financial’s proxy solicitor:

This proxy statement incorporates by reference important business and financial information about Brighthouse Financial from other documents that are not included in or delivered with this proxy statement. This information is available to you without charge upon your request. You can obtain physical copies of the documents incorporated by reference into this proxy statement without charge by requesting them in writing or by telephone from our proxy solicitor at the following address and telephone numbers:

You may also consult Brighthouse Financial’s website for more information about Brighthouse Financial. Brighthouse Financial’s website is www.brighthousefinancial.com. Information contained on or connected to any website referenced in this proxy statement is not incorporated by reference into this proxy statement or in any other report or document we file with the U.S. Securities and Exchange Commission (the “SEC”), and any website references are intended to be inactive textual references only unless expressly noted.

If you would like to request any physical copies of documents incorporated by reference into this proxy statement, please do so by     , 2026 in order to receive them before the Special Meeting.

For a more detailed description of the documents incorporated by reference in this proxy statement and how you may obtain them, see “Where You Can Find More Information.”

This proxy statement constitutes a proxy statement for Brighthouse Financial under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and notice of meeting with respect to the Special Meeting of Brighthouse Financial stockholders.

You should rely only on the information contained in or incorporated by reference into this proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement. This proxy statement is dated     , 2026. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement is accurate as of any date other than the date of the incorporated document. Our mailing of this proxy statement to Brighthouse Financial stockholders will not create any implication to the contrary.

Information contained in this proxy statement regarding Parent, Merger Sub, Aquarian Holdings and Aquarian (defined below), has been provided by Parent or an affiliate thereof, and information contained in this proxy statement regarding Brighthouse Financial has been provided by Brighthouse Financial.

All references in this proxy statement to “Parent” refer to Aquarian Holdings VI L.P., a Delaware limited partnership; all references in this proxy statement to “Merger Sub” refer to Aquarian Beacon Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent formed for the sole purpose of effecting the Merger; all references in this proxy statement to “Aquarian Holdings” refer to Aquarian Holdings LLC, a Delaware limited liability company; all references in this proxy statement to “Aquarian” refer to Aquarian Capital LLC, a Delaware limited liability company; and all references in this proxy statement to “Brighthouse Financial” and the “Company” refer to Brighthouse Financial, Inc., a Delaware corporation. Unless otherwise indicated or as the context requires, all references in this proxy statement to “we,” “our” and “us” refer to Brighthouse Financial; all references to “stockholders” or “Brighthouse Financial stockholders” refer only to holders of shares of Common Stock as of 5:00 p.m. Eastern Standard Time on the Record Date; and all references to the “Merger Agreement” refer to the Agreement and Plan of Merger, dated as of November 6, 2025, by and among Parent, Merger Sub, Aquarian Holdings, solely for the purpose of certain provisions, and Brighthouse Financial, as the same may be amended from time to time. The Merger Agreement is incorporated by reference into this proxy statement and a copy is attached as Annex A to this proxy statement. Brighthouse Financial, following the consummation of the Merger, is sometimes referred to in this proxy statement as the “Surviving Corporation.”

The following are some questions that you, as a holder of shares of Common Stock of Brighthouse Financial (a “stockholder”), may have regarding the Merger and the other matters being considered at the Special Meeting and the answers to those questions. Brighthouse Financial urges you to carefully read the remainder of this proxy statement, including the documents incorporated by reference and the annexes attached to this proxy statement in their entirety because the information in this section does not provide all of the information that might be important to you with respect to the Merger Agreement, the Merger and the other matters being considered at the Special Meeting.

This proxy statement and the other documents referenced herein may contain or incorporate by reference information that includes or is based upon forward-looking statements (including “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) with respect to the Merger, the financial condition, results of operations and business of Brighthouse Financial, and certain plans and objectives of the Brighthouse Financial Board.

Such forward-looking statements involve substantial risks and uncertainties. We have tried, wherever possible, to identify such statements using words such as “anticipate,” “estimate,” “expect,” “project,” “may,” “will,” “could,” “intend,” “goal,” “target,” “guidance,” “forecast,” “preliminary,” “objective,” “continue,” “aim,” “plan,” “believe,” and other words and terms of similar meaning, or that are tied to future periods, in connection with a discussion of future operating or financial performance. These forward-looking statements include, without limitation, statements regarding the expected completion and timing of the Merger and other information relating to the transactions contemplated by the Merger Agreement (including the Merger), as well as statements reflecting the expectations and beliefs of the Brighthouse Financial Board and Brighthouse Financial’s management.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the actual future results of Brighthouse Financial. These statements are based on current expectations and the current economic environment and involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of known and unknown risks, uncertainties and other factors. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements included and the risks, uncertainties, and other factors identified in Brighthouse Financial’s most recent Annual Report on Form 10-K, particularly in the sections entitled “Note Regarding Forward-Looking Statements and Summary of Risk Factors,” “Risk Factors,” and “Quantitative and Qualitative Disclosures About Market Risk,” as well as in our other subsequent filings with the SEC, including Brighthouse Financial’s Quarterly Reports on Form 10-Q. Further, any forward-looking statement speaks only as of the date on which it is made, and Brighthouse Financial does not undertake any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law. Important factors that could cause actual results and outcomes to differ materially from those in the forward-looking statements include, but are not limited to those summarized below:

All forward-looking statements described herein are qualified by these cautionary statements, and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. The foregoing review of important factors related to the Merger should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in Brighthouse Financial’s most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K and other documents of Brighthouse Financial on file with the SEC. Neither Brighthouse Financial nor Parent undertakes any obligation to update, correct or otherwise revise any forward-looking statements. All subsequent written and oral forward-looking statements attributable to Brighthouse Financial or

Parent and/or any person acting on behalf of either of them are expressly qualified in their entirety by this paragraph. The information contained on any websites referenced in this proxy statement or in Brighthouse Financial’s periodic reports filed with the SEC is not incorporated by reference into this proxy statement.

Brighthouse Financial, a Delaware corporation, is a holding company formed in 2016 to own the legal entities that historically operated a substantial portion of MetLife, Inc.’s former retail segment until becoming a separate, publicly-traded company in August 2017. We are one of the largest providers of annuity and life insurance products in the United States. We deliver our products through multiple independent distribution channels and marketing arrangements with a diverse network of distribution partners. We primarily transact business through our insurance subsidiaries BLIC, BHNY and NELICO; however, NELICO does not currently write new business. Additional information regarding Brighthouse Financial is contained in our filings with the SEC, copies of which may be obtained without charge by following the instructions in the section titled “Where You Can Find More Information.”

Shares of Common Stock trade on Nasdaq under the symbol “BHF.” The depositary shares each representing a 1/1,000th interest in the shares of each of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and the Series D Preferred Stock, as well as our Junior Subordinated Debentures, trade on Nasdaq under the symbols “BHFAP,” “BHFAO,” “BHFAN,” “BHFAM” and “BHFAL,” respectively.

Aquarian Holdings VI L.P. is a Delaware limited partnership and an affiliate of Aquarian. Founded in 2017, Aquarian is a diversified global holding company, with a strategic portfolio of insurance and asset management solutions, providing investment opportunities to millions of people. Aquarian invests across the capital structure and creates tailored financing solutions that enable high-quality companies to grow and evolve. Since its founding, Aquarian has grown to approximately $25.9 billion in AUM as of September 30, 2025. For additional information, please visit Aquarian’s website at http://www.aquarianlp.com.

The principal executive offices of Parent are located at 40 10th Avenue, New York, NY 10014, and Parent’s telephone number is (212) 720-1000.

Aquarian Beacon Merger Sub Inc. is a Delaware corporation and an indirect wholly-owned subsidiary of Parent. Merger Sub was formed for the sole purpose of effecting the Merger and conducts no other business. In the Merger, Merger Sub will be merged with and into Brighthouse Financial, with Brighthouse Financial surviving as an indirect wholly-owned subsidiary of Parent.

The principal executive offices of Merger Sub are located at 40 10th Avenue, New York, NY 10014, and Merger Sub’s telephone number is (212) 720-1000.

Aquarian Holdings LLC is a Delaware limited liability company and an affiliate of Aquarian. Aquarian Holdings has received a debt commitment letter from certain lenders party thereto, the proceeds of which will be contributed indirectly to Parent prior to the Effective Time. For a further discussion of the financing arrangements in connection with the Merger, see the section titled “The Merger Agreement — Financing.”

The principal executive offices of Aquarian Holdings are located at 40 10th Avenue, New York, NY 10014, and Aquarian Holdings’ telephone number is (212) 720-1000.

This proxy statement is being provided to holders of shares of Common Stock of Brighthouse Financial as part of a solicitation of proxies by the Brighthouse Financial Board for use at the Special Meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement provides holders of shares of Common Stock of Brighthouse Financial with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Brighthouse Financial will hold the Special Meeting solely by means of remote communication via the internet. The Special Meeting will be held on    , 2026, at    Eastern Standard Time, virtually at www.virtualshareholdermeeting.com/BHF2026SM.

At the Special Meeting, holders of shares of Common Stock will be asked to consider and vote on the following:

Approval of the Merger Proposal is a condition to the completion of the Merger. If the Merger Proposal is not approved, the Merger and the transactions contemplated by the Merger Agreement will not be completed even if the other proposals related to the Merger are approved.

At a special meeting held on November 5, 2025, the Brighthouse Financial Board unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby (including the Merger) are fair to and in the best interests of Brighthouse Financial and its stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby (including the Merger), (c) approved the execution, delivery and performance by Brighthouse Financial of the Merger Agreement and, subject to the approval of the holders of a majority of the shares of Common Stock outstanding, the consummation of the transactions contemplated thereby (including the Merger), (d) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of the holders of issued and outstanding shares of Common Stock and (e) resolved to recommend the adoption of the Merger Agreement by the holders of the issued and outstanding shares of Common Stock entitled to vote thereon.

Accordingly, the Brighthouse Financial Board unanimously recommends that the holders of shares of Common Stock vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Brighthouse Financial stockholders should carefully read this proxy statement, including its annexes and the documents incorporated by reference in their entirety for more detailed information concerning the Merger and the other transactions contemplated by the Merger Agreement.

The Record Date for the Special Meeting is      ,   . Only record holders of shares of Common Stock as of 5:00 p.m. Eastern Standard Time on such date are entitled to notice of and vote at the Special Meeting or any adjournment or postponement thereof. As of 5:00 p.m. Eastern Standard Time on the Record Date,       shares of Common Stock were outstanding. A list of the Brighthouse Financial stockholders of record who are entitled to vote at the Special Meeting will be available at 11225 North Community House Road, Charlotte, North Carolina 28277 for inspection by any Brighthouse Financial stockholder for any purpose germane to the Special Meeting during ordinary business hours for the ten days preceding the Special Meeting.

Each share of Common Stock outstanding on the Record Date is entitled to one vote on each proposal and any other matter coming before the Special Meeting.

As of 5:00 p.m. Eastern Standard Time on the Record Date, Brighthouse Financial directors and executive officers were entitled to vote     shares of Common Stock, or approximately   % of the total combined number of shares of Common Stock outstanding at that time.

No business may be transacted at the Special Meeting unless a quorum is present. The holders of a majority in voting power of the outstanding shares of Common Stock as of the Record Date, present virtually or represented by proxy, shall constitute a quorum at the Special Meeting. Shares for which valid proxies are delivered or that are held of record by a stockholder who attends the Special Meeting virtually will be considered part of the quorum. In addition, if your shares of Common Stock are held in “street name” by your bank, brokerage firm or other nominee and you obtain a “legal proxy” from your bank, brokerage firm or other nominee and attend the Special Meeting virtually, your shares will be considered part of the quorum. Once a share is represented for any purpose at the Special Meeting, it is deemed present for quorum purposes for the remainder of the Special Meeting and for any adjourned Special Meeting. All shares of Common Stock represented at the Special Meeting, including shares of Common Stock that are represented but that vote to abstain, will be treated as present for purposes of determining the presence or absence of a quorum.

If a quorum is not present, to allow additional time for obtaining additional proxies, Brighthouse Financial intends to move to adjourn the Special Meeting in order to solicit additional proxies in favor of the Merger Proposal. Additionally, if fewer shares are voted in favor of the Merger Proposal than is required to approve the Merger Proposal, to allow additional time for obtaining additional proxies, the Special Meeting may be adjourned or postponed to solicit additional proxies in favor of the Merger Proposal. Brighthouse Financial’s amended and restated bylaws permit the holders of a majority in voting power of the shares of Common Stock present virtually or represented by proxy at the Special Meeting, and entitled to vote at the Special Meeting, to adjourn the meeting to another time and place (if any) if a quorum is not present.

No notice of an adjourned meeting need be given if the date, time and place of the adjourned meeting are announced at the meeting unless the adjournment is for more than 30 days or, if after the adjournment, a new record date is fixed for the adjourned meeting, in which case a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

Shares of Common Stock held in “street name” for which a bank, brokerage firm or other nominee receives no instructions regarding how to vote on any of the proposals at the Special Meeting will be treated as absent for purposes of determining the presence or absence of a quorum. Shares of Common Stock held in “street name” for which a bank, brokerage firm or other nominee receives instructions regarding how to vote on some but not all of the proposals at the Special Meeting will be treated as present for determining the presence or absence of a quorum.

The required votes to approve the Brighthouse Financial proposals are as follows:

If you properly complete and sign your proxy card but do not indicate how your shares of Common Stock should be voted on a proposal, the shares of Common Stock represented by your proxy will be voted as the Brighthouse Financial Board recommends and, therefore, “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

If you were a record holder of Common Stock as of 5:00 p.m. Eastern Standard Time on the Record Date, a proxy card is enclosed for your use. Brighthouse Financial requests that you submit your proxy as promptly as possible by (i) accessing the internet site listed on the proxy card, (ii) calling the toll-free number listed on the proxy card or (iii) submitting your proxy card by mail by using the provided self-addressed, stamped envelope. Information and applicable deadlines for submitting a proxy via the internet or by telephone are set forth on the enclosed proxy card. When the accompanying proxy is returned properly executed, the shares of Common Stock represented by it will be voted at the Special Meeting or any adjournment or postponement thereof in accordance with the instructions contained in the proxy card. Your internet or telephone submission authorizes the named proxies to vote your shares in the same manner as if you had marked, signed and returned a proxy card.

If a proxy is returned without an indication as to how the shares of Common Stock represented are to be voted with regard to a particular proposal, the Common Stock represented by the proxy will be voted in accordance with the recommendation of the Brighthouse Financial Board and, therefore, “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

As of the date of this proxy statement, the Brighthouse Financial Board does not know of any matters that will be presented for consideration at the Special Meeting, other than as described in this proxy statement. In accordance with the amended and restated bylaws of Brighthouse Financial, business transacted at the Special Meeting will be limited to those matters set forth in the accompanying notice of the Special Meeting. Nonetheless, if any other matter is properly presented at the Special Meeting, or any adjournment or postponement of the Special Meeting, and is voted upon, the enclosed proxy card will confer discretionary authority to the individuals named as authorized therein to vote the shares represented by the proxy as to any such matters. It is intended that the persons named in the enclosed proxy and acting thereunder will vote in accordance with their best judgment on such matters.

Your vote is important. Accordingly, if you were a record holder of Common Stock as of 5:00 p.m. Eastern Standard Time on the Record Date, please sign and return the enclosed proxy card or submit your proxy via the internet or telephone regardless of whether you plan to attend the Special Meeting virtually. Proxies submitted through the specified internet website or by phone must be received by 11:59 p.m. Eastern Standard Time, on      , 2026, the day before the Special Meeting.

If you hold shares of Common Stock through a bank, brokerage firm or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” The “record holder” of such shares is your bank, brokerage firm or other nominee, and not you, and you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, brokerage firm or other nominee. Please note that you may not vote shares held in street name by returning a proxy card directly to Brighthouse Financial or by voting virtually at the Special Meeting unless you have a “legal proxy,” which you must obtain from your bank, brokerage firm or other nominee. Furthermore, banks, brokerage firms or other nominees who hold shares of Common Stock on behalf of their customers may not give a proxy to Brighthouse Financial to vote those shares without specific instructions from their customers.

If you hold shares of Common Stock in “street name” through a bank, brokerage firm or other nominee, and you do not instruct your bank, brokerage firm or other nominee on how to vote your shares, your bank, brokerage firm or other nominee will not vote your shares on any of the proposals.

Charles Schwab Bank is the trustee for the portion of the New England Life Insurance Company Agents’ Retirement Plan and Trust which is invested in the Brighthouse Financial Frozen Stock Fund. As trustee, Charles Schwab Bank will vote the shares in this plan in accordance with the voting instructions given by plan participants to the trustee. Charles Schwab Bank will distribute voting instruction forms to plan participants. The trustee must receive the voting instruction of a plan participant no later than 12:00 p.m. Eastern Standard Time, on        , 2026. The trustee will generally vote the shares held by the plan for which it does not receive voting instructions in the same proportion as the shares held by the plan for which it does receive voting instructions.

All holders of shares of Common Stock as of 5:00 p.m. Eastern Standard Time on the Record Date, including record holders of shares of Common Stock and beneficial owners of Common Stock registered in the “street name” of a bank, brokerage firm or other nominee, are invited to attend the Special Meeting.

Record holders of shares of Common Stock will be able to vote virtually at the Special Meeting. If you are not a record holder of Common Stock, but instead hold your shares of Common Stock in “street name” through a bank, brokerage firm or other nominee, you must provide a “legal proxy” executed in your favor from your bank, brokerage firm or other nominee in order to be able to vote virtually at the Special Meeting.

To ensure that your shares of Common Stock are represented at the Special Meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the Special Meeting virtually.

If you are the record holder of Common Stock, you can change your vote or revoke your proxy at any time before your proxy is voted at the Special Meeting. You can do this by:

A record holder of Common Stock may revoke a proxy by any of these methods, regardless of the method used to deliver the stockholder’s previous proxy. Written notices of revocation and other communications with respect to the revocation of proxies should be addressed as follows:

If your shares are held in “street name” through a bank, brokerage firm or other nominee, you may change your voting instructions by submitting new voting instructions to your bank, brokerage firm or other nominee in accordance with its established procedures. If your shares are held in the name of a bank, brokerage firm or other nominee and you decide to change your vote by attending the Special Meeting virtually and voting your vote at the Special Meeting will not be effective unless you have obtained an executed “legal proxy” in your favor from the record holder (your bank, brokerage firm or nominee).

Brighthouse Financial has appointed Broadridge to serve as the Inspector of Votes for the Special Meeting. Broadridge will independently tabulate affirmative and negative votes and abstentions.

Brighthouse Financial is soliciting proxies for the Special Meeting from its holders of shares of Common Stock. In accordance with the Merger Agreement, Brighthouse Financial will pay its own cost of soliciting proxies, including the cost of mailing this proxy statement. In addition to solicitation of proxies by mail, proxies may be solicited by Brighthouse Financial’s officers, directors and employees, without additional remuneration, in person, by telephone, email or other means of communication.

Brighthouse Financial will make arrangements with banks, brokerage firms and other intermediates and fiduciaries to forward proxy solicitation materials to beneficial owners of Common Stock. We may reimburse these banks, brokerage firms and other intermediaries and fiduciaries for their reasonable expenses in forwarding proxy materials to the beneficial owners.

Brighthouse Financial has engaged Innisfree, a proxy solicitation firm, to solicit proxies on Brighthouse Financial’s behalf. Brighthouse Financial expects to pay Innisfree (i) a fee of $50,000, which covers the first two months of services, (ii) an additional fee of $25,000 per month thereafter and (iii) a success fee equal to 50% of the aggregate fees. Brighthouse Financial will also reimburse Innisfree for its reasonable out-of-pocket expenses and any additional costs associated with services requested by Brighthouse Financial.

The Special Meeting may be adjourned or postponed on one or more occasions for the purpose of soliciting additional proxies, if there is an insufficient number of shares of Common Stock present (either virtually or by proxy) to constitute a quorum or an insufficient number of shares of Common Stock have been voted virtually or by proxy in favor of the approval of the Merger Proposal. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow the holders of shares of Common Stock who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the shares of Common Stock present virtually or represented by proxy at the Special Meeting and entitled to vote on the proposal. If you attend the Special Meeting or are represented by proxy and, in either case, abstain from voting, that abstention will have the same effect as voting “AGAINST” the Adjournment Proposal. Failures to vote will have no effect on the vote for the Adjournment Proposal.

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub, an indirect wholly-owned subsidiary of Parent that was formed for the sole purpose of effecting the Merger, will merge with and into Brighthouse Financial, and the separate corporate existence of Merger Sub will cease, with Brighthouse Financial continuing as the Surviving Corporation and as a wholly-owned subsidiary of Parent. As a result of the Merger, following the Effective Time, the Common Stock will no longer be publicly traded and will be delisted from Nasdaq and will be deregistered under the Exchange Act. If the Merger is completed, you will not own any shares of the common stock of the Surviving Corporation in the Merger.

In the Merger, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) the Common Stock held by holders exercising appraisal rights, (ii) the Common Stock owned by Brighthouse Financial as treasury stock or (iii) the Common Stock owned by Brighthouse Financial, Parent, Merger Sub or their wholly-owned subsidiaries) will be converted into the right to receive $70.00, net in cash, without interest and less any amounts that are required to be deducted or withheld under applicable law.

If the Merger Agreement is not adopted by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock as of 5:00 p.m. Eastern Standard Time on the Record Date, or if the Merger is not completed for any other reason, Brighthouse Financial’s stockholders will not be entitled to, nor will they receive, any payment for their respective shares of Common Stock pursuant to the Merger Agreement. Brighthouse Financial will remain an independent, public company and the Common Stock will continue to be listed and traded on Nasdaq and registered under the Exchange Act. Brighthouse Financial will continue to file periodic reports with the SEC. Brighthouse Financial anticipates that management will operate the business in a manner similar to that in which it is being operated today and stockholders will be subject to similar risks and uncertainties, including those related to Brighthouse Financial’s business, prospects and results of operations, as such may be affected by, among other things, the highly competitive industry in which Brighthouse Financial operates and economic conditions. As described in the section titled “The Merger Agreement — Termination Fees and Expenses,” under certain specified conditions, Brighthouse Financial may be required to pay the Company Termination Fee or may be entitled to receive the Parent Termination Fee.

The following chronology summarizes the communications and events that led to the signing of the Merger Agreement. This chronology is not, and does not purport to be, a catalogue of every interaction among Brighthouse Financial and any applicable parties.

The Brighthouse Financial Board and Brighthouse Financial’s management periodically review the Company’s operations, financial condition, financial performance and long-term strategic plans and objectives, as well as industry trends, regulatory developments and other factors and their potential impact on the Company’s long-term strategic plan and objectives.

During the past several years, the Brighthouse Financial Board has considered the Company’s short and long-term earnings projections, capital position and projected statutory free cash flows, as well as the risks to Brighthouse Financial’s ability to execute its strategic plan as a standalone entity.

In particular, during the course of 2024, the Company considered various strategic initiatives to enhance stockholder value as well as generate and protect capital, including initiatives to consider (i) a potential transaction with a third party asset manager for management of the Company’s general account assets, (ii) reinsurance transactions with respect to blocks of in-force business, (iii) flow reinsurance, including with respect to the Company’s Shield and other registered index-linked annuities products, and (iv) the potential sale of certain assets of the Company. During this period, the Company engaged Oliver Wyman to consult on its hedging program and engaged Milliman Inc. (“Milliman”) to perform an actuarial appraisal of the in-force and new business of the Company in connection with the Brighthouse Financial Board’s consideration of long-term strategic plans and objectives.

On August 29 and 30, 2024, the Company held its regularly scheduled meeting of the Brighthouse Financial Board to discuss, among other things, potential strategic alternatives, including a sale of the Company. In attendance, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise & Plimpton LLP (“Debevoise”), legal counsel to the Company, and Wells Fargo. Representatives of Debevoise reviewed the directors’ fiduciary duties under Delaware law. They discussed the application of such fiduciary duties and related legal standards of review to the Brighthouse Financial Board’s potential consideration of strategic alternatives and transactions. Finally, they discussed the Brighthouse Financial Board’s

oversight of a potential transaction process and relevant considerations. After the discussion, representatives of Debevoise departed the meeting, and representatives of Wells Fargo joined the meeting. Representatives of Wells Fargo provided an overview of public market valuations and M&A activity in the life and annuities industry and Wells Fargo’s preliminary financial analysis of the Company.

The Brighthouse Financial Board included Wells Fargo, and later Goldman Sachs, in preliminary meetings to discuss potential strategic initiatives due to each firm’s reputation, knowledge of the life and annuities industry and the relationship that each firm built with the Company when it had previously been engaged by Brighthouse Financial to assist with shareholder activism matters.

On October 23, 2024, representatives of Goldman Sachs were invited to attend a meeting with representatives of the Company’s management and representatives of Wells Fargo to discuss the exploration of strategic alternatives for the Company and execution timeline for a potential transaction.

On October 30, 2024, Eric Steigerwalt, the President and Chief Executive Officer of Brighthouse Financial, participated in a telephone conversation with Rudy Sahay, the Founder & Managing Partner of Aquarian. During that conversation, which was primarily about general developments in the life and annuities industry, Mr. Sahay expressed an interest in Aquarian potentially acquiring Brighthouse Financial. Following that conversation, Mr. Steigerwalt called each member of the Brighthouse Financial Board to report on his conversation with Mr. Sahay.

On November 1, 2024, the Company held a meeting of the Brighthouse Financial Board to provide the directors with an update on the Company’s strategic initiatives. In attendance, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. Representatives of Debevoise reviewed the directors’ fiduciary duties under Delaware law and the application of such fiduciary duties and related legal standards of review to the Brighthouse Financial Board’s consideration of strategic alternatives and potential transactions. Representatives of Goldman Sachs and Wells Fargo then discussed various considerations in connection with the exploration of a potential sale of the Company, including the Company’s trading history and then-current spot multiples, a preliminary list of parties that might be interested in acquiring the Company, a preliminary timeline and process steps associated with planning for the launch of a potential sale process and communications plans in the event of a leak. After discussion, the Brighthouse Financial Board expressed support for continuing pre-launch activities in anticipation of a potential sale transaction.

During the course of December 2024 and January 2025, the Brighthouse Financial Board reviewed the terms of Goldman Sachs’ and Wells Fargo’s draft engagement letters with management of the Company and Debevoise before formally engaging each of Goldman Sachs and Wells Fargo on January 16, 2025.

On December 4, 2024, Mr. Steigerwalt attended a dinner with Mr. Sahay. At that dinner, Mr. Sahay discussed the rationale for his interest in Aquarian potentially acquiring Brighthouse Financial and the sources of funding that he expected to be available to Aquarian to finance the acquisition.

On December 19, 2024, the Company held a meeting of the Brighthouse Financial Board to provide the directors with an update on the Company’s strategic initiatives. In attendance, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. Representatives of Goldman Sachs and Wells Fargo provided an update on the pre-launch activities, including the status of the actuarial appraisal that Milliman was preparing in connection with its actuarial work, the preparation of the confidential information memorandum (“CIM”) and a summary of unsolicited inquiries from potential counterparties. The financial advisors then reviewed M&A activity in the life and annuities industry, including the continued convergence of insurers and alternative asset managers. Representatives of Goldman Sachs and Wells Fargo then departed the meeting. Members of management presented to the Brighthouse Financial Board the fees proposed by the financial advisors in connection with a potential sale transaction, including a discussion of the fee structures in precedent transactions in the life and annuity industry, as well as in transactions in which two financial advisors were engaged. Representatives of Debevoise then discussed their review of the financial advisor engagement letters and the terms of the engagements. After discussion, the Brighthouse Financial Board directed members of management to continue pursuing a potential sale process, including directing Goldman Sachs and Wells Fargo to commence outreach to potential counterparties in January 2025.

On January 6, 2025, Mr. Steigerwalt attended a dinner with representatives of a large global investment firm that, for part of the process, was associated with the bidder referred to below as Party C. The discussion at that dinner was primarily about general developments in the life and annuities industry.

On January 14, 2025, Mr. Steigerwalt and Ed Spehar, the Chief Financial Officer of Brighthouse Financial, attended a dinner with representatives of a reinsurance company that was associated with the bidder referred to below as Party E. The discussion at that dinner was primarily about general developments in the life and annuities industry.

On January 15, 2025, Mr. Steigerwalt and Mr. Spehar attended a breakfast meeting with a representative of the lead investor in a life insurance group, referred to below as Party C. The discussion at that breakfast was primarily about general developments in the life and annuities industry.

On January 16, 2025, representatives of Goldman Sachs and Wells Fargo, acting at the direction of the Brighthouse Financial Board, began outreach to a list of potential counterparties approved by the Company, including sharing a form of confidentiality agreement with such potential counterparties. During the course of this outreach, Goldman Sachs and Wells Fargo established contact with 20 potential counterparties that were selected on the basis of their potential interest in acquiring the Company and their perceived ability to execute such a transaction. From January 29, 2025 through March 2, 2025, the Company entered into confidentiality agreements with 16 counterparties in connection with its initial outreach process regarding a potential sale of the Company, all of which included customary standstill provisions. Each such standstill provision would automatically terminate upon entry into a definitive merger agreement by the Company and did not prohibit the counterparty from making confidential requests for waivers. Those 16 parties received a copy of the CIM and the Milliman appraisal.

On January 27, 2025, the day before the Financial Times article was published, the closing price per share of the Common Stock was $51.09. On January 28, 2025, following publication of the article, the closing price per share of the Common Stock was $58.33.

On January 28, 2025, the Financial Times published an article reporting that Brighthouse Financial was seeking to sell itself and that it was working with both Goldman Sachs and Wells Fargo to consider offers for the whole company or separately to raise minority equity. Consistent with its communications policy, Brighthouse Financial responded to the Financial Times and to resulting media inquiries that it does not comment on rumors and speculation. Brighthouse also sent a communication to its employees acknowledging the publication of the article and stating that the Company does not comment on rumors and speculation. The Company also had confidential conversations with certain insurance regulators and ratings agencies that had made inquiries based on the article, informing them that the Company was exploring strategic alternatives to its current course of operations, but that no decision had been made at that time to sell the Company.

On January 29 and 30, 2025, the Company held its regularly scheduled meeting of the Brighthouse Financial Board. In attendance for a portion of the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Goldman Sachs and Wells Fargo. The financial advisors presented an update on the exploration of a potential sale of the Company. They discussed unsolicited inquiries they received following the publication of the Financial Times article on January 28, 2025 and their contact with each of the potential counterparties involved in the process. In addition, they reviewed the potential timeline for the process of the potential transaction. Finally, representatives of management and the financial advisors discussed the impact of the Financial Times article on the process and on the Company’s stock price and its potential impact on a transaction.

During the period from February 11, 2025 through November 6, 2025, the Company held regular update calls, generally every two weeks via videoconference, with the Brighthouse Financial Board, where directors would receive updates and stay apprised of developments in connection with a potential transaction. In attendance, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo.

In mid-February 2025, Goldman Sachs and Wells Fargo, at the direction of the Brighthouse Financial Board, sent a first round process letter to parties that had signed confidentiality agreements. The process letter advised those parties that they should submit their preliminary non-binding proposals for the acquisition of 100% of the fully diluted common equity securities of the Company by March 21, 2025. The first round process letter made clear that there was a strong preference for a transaction comprised of 100% cash consideration in order to provide certainty of value to Brighthouse Financial’s stockholders.

Between February 28, 2025 and March 7, 2025, representatives of the Company and representatives of Milliman conducted calls to respond to questions regarding the Milliman actuarial appraisal with 13 interested parties and their respective advisors.

On March 21, 2025, the Company received ten indications of interest, six of which were proposals to acquire 100% of the fully diluted common equity securities of the Company and four of which were non-conforming proposals to acquire parts of the Company’s business or otherwise to provide reinsurance, capital solutions or investment management support to other parties involved in the process. The aggregate equity value offered in the six conforming first round proposals ranged from $2.7 billion to $4.6 billion (representing a range of approximately $45.00 to $76.59 per share based on the fully diluted shares of Common Stock as of December 31, 2024).

The six conforming proposals were made by the following parties in the following ranges:

Party A, a financial sponsor, noted that its proposal was made in partnership with a strategic partner, and that it would separate the Company into distinct entities that would hold separately the legacy in-force business and new business. Party B, a financial sponsor, expressed interest in also discussing an alternative strategic partnership transaction spanning reinsurance, asset management or the provision of capital, including a direct equity investment in the Company. Party C, a life insurance group whose lead investor is a large financial sponsor, made its proposal in partnership with a private equity-backed reinsurer and its lead investor. Party C’s proposal stated that it planned to finance the aggregate merger consideration with a combination of excess capital, debt financing proceeds and new equity capital commitments. Party D, a financial services group, noted that its proposal was conditioned on the Company obtaining approval to utilize on-shore and off-shore captive reinsurance for the purpose of reinsuring certain legacy and future liabilities and mitigating reserve and capital volatility emerging from such liabilities. Party E, an insurance company whose investor group is led by a financial sponsor, noted that in the next phase of the process it intended to evaluate and potentially propose alternative transaction structures.

From March 22, 2025 to March 24, 2025, representatives of Goldman Sachs and Wells Fargo participated in calls with the potential counterparties that submitted proposals in order to clarify their proposals.

On March 26, 2025, the Company held its regularly scheduled meeting of the Brighthouse Financial Board. In attendance for a portion of the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. Representatives of Debevoise reviewed the directors’ fiduciary duties under Delaware law and considerations for the Brighthouse Financial Board in connection with its evaluation of the preliminary proposals. Representatives of Goldman Sachs and Wells Fargo provided an overview of the preliminary proposals and provided input regarding certain aspects of the first round proposals that the Brighthouse Financial Board could consider when determining which potential counterparties to advance into the second round of the process, including the proposed aggregate equity values, the identity and nature of the bidder or its group, each bidder’s plan to finance the transaction and whether each bidder would involve other parties in financing or reinsurance. After discussion, and taking those factors into account, the Brighthouse Financial Board determined to invite all of the conforming bidders into the second round, except for Party D given that its proposal was contingent on establishing a new captive reinsurance structure. In addition, the Brighthouse Financial Board determined that two parties that submitted non-conforming proposals be permitted to continue their work on certain of the Company’s blocks of business in order to potentially partner with other parties in the process.

Beginning in late March 2025, the parties participating in the second round of the process received access to the Company’s virtual data room. Representatives of Goldman Sachs, Wells Fargo and Debevoise assisted Company management in populating the virtual data room and preparing for the management presentations to the second round participants.

On April 2, 2025, representatives of Goldman Sachs and Wells Fargo participated in a call with representatives of Aquarian and with representatives of RBC Capital Markets LLC (“RBC Capital Markets”), Aquarian’s financial advisor, to discuss Aquarian’s forthcoming second round proposal and Aquarian’s sources of financing.

From April 2, 2025 to April 10, 2025, at the direction of the Brighthouse Financial Board, representatives of Goldman Sachs and Wells Fargo conducted separate calls with representatives of each of Aquarian, Party A, Party B, Party C and Party E, and their respective advisors, to discuss each party’s interest in being introduced to potential reinsurance solution providers that would be willing to reinsure certain blocks of the Company’s business and therefore potentially be an additional source of value to each party.

In early April 2025, at the direction of the Brighthouse Financial Board, representatives of Goldman Sachs and Wells Fargo invited four potential reinsurance solution providers into the process. At the outset, those reinsurance solution providers were not paired with a specific bidder. Rather, they were permitted to conduct due diligence on certain blocks of the Company’s business and were invited to make proposals around reinsuring those blocks of business. Representatives of Goldman Sachs and Wells Fargo held discussions with those reinsurance solution providers to discuss the feasibility of setting up segregated teams so that each reinsurance solution provider could work with multiple parties while maintaining confidentiality. Between April 8, 2025 and April 28, 2025, those four reinsurance solution providers entered into confidentiality agreements with the Company.

On April 22, 2025, representatives of the Company conducted a management presentation for Party C, its private equity-backed reinsurance partner and their respective advisors.

On April 23, 2025, representatives of the Company conducted a management presentation for Party E and its advisors.

On April 24, 2025, representatives of the Company conducted a management presentation for Party B and its advisors, as well as one of the parties that had submitted a non-conforming bid and was now working with Party B to potentially reinsure certain of the Company’s blocks of business.

On April 28, 2025, representatives of the Company conducted a management presentation for Aquarian and its advisors.

On May 2, 2025, representatives of the Company conducted a management presentation for Party A, its strategic partner and their respective advisors.

During the course of April and May 2025, representatives of the Company, Goldman Sachs and Wells Fargo conducted numerous due diligence calls with interested parties and the reinsurance solution providers to discuss topics related to the Company, including, among others, its legacy liabilities, investments, approach to liquidity, hedging and risk management, financial statements and legal, tax, operations, sales, distribution, human resources and information technology functions. Representatives of Milliman also conducted calls with the interested parties and the reinsurance solution providers to discuss their requests for Milliman to apply financial sensitivities to the Milliman actuarial appraisal.

On May 6, 2025, representatives of Goldman Sachs and Wells Fargo, at the direction of the Brighthouse Financial Board, sent a second round process letter to each second round participant, informing them that second round proposals should be submitted by June 4, 2025 (which deadline was subsequently extended to June 11, 2025). An initial draft merger agreement was also posted to the virtual data room, and the second round process letter requested that a full markup of the draft merger agreement be submitted by May 28, 2025. The merger agreement markups were requested on that schedule in order to give representatives of Debevoise an opportunity to seek clarifications and discuss any material issues prior to the second round submission date.

On May 28, 2025, representatives of Goldman Sachs and Wells Fargo conducted separate calls with representatives of Party B and Party C to provide them with an update on the second round process timeline and discuss their progress to date. On May 29, 2025, representatives of Goldman Sachs and Wells Fargo conducted separate calls with representatives of Aquarian, Party A and Party E to discuss the same topics.

On May 28, 2025, counsel for Party A submitted its markup of the merger agreement. On May 30, 2025, counsel for Party C submitted its markup of the merger agreement. Also on May 30, 2025, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), legal counsel to Aquarian, submitted its markup of the merger agreement.

On June 2, 2025 and June 3, 2025, three of the reinsurance solution providers provided proposals to the Company to reinsure certain of the Company’s Life segment blocks. These reinsurance solution providers are referred to as Reinsurer 1, Reinsurer 2 and Reinsurer 3.

On June 6, 2025, representatives of Goldman Sachs and Wells Fargo conducted separate calls with representatives of Aquarian and each of Reinsurer 1, Reinsurer 2 and Reinsurer 3 to discuss each such reinsurer’s proposed reinsurance solution.

Also on June 6, 2025, representatives of Goldman Sachs and Wells Fargo conducted separate calls with representatives of Party A and each of Reinsurer 2 and Reinsurer 3 to discuss each such reinsurer’s proposed reinsurance solution.

Also on June 6, 2025, Mr. Steigerwalt, along with representatives of Goldman Sachs and Wells Fargo, participated in a telephone conversation with a representative of Party A to discuss Party A’s continued interest in acquiring the Company.

Also between June 6, 2025 and June 9, 2025, representatives of Goldman Sachs and Wells Fargo conducted separate calls with representatives of Party C and follow up calls with each of Reinsurer 1, Reinsurer 2 and Reinsurer 3 to further discuss each such reinsurer’s proposed reinsurance solution.

Finally, on June 6, 2025, representatives of Goldman Sachs and Wells Fargo participated in a call with representatives of Party E during which Party E signaled that it would not be submitting a proposal to acquire the entire Company and outlined several alternative transaction structures.

On June 9, 2025, representatives of Debevoise, Goldman Sachs and Wells Fargo conducted a clarification call with Party C and its legal counsel to discuss the markup of the merger agreement.

On June 10, 2025, representatives of Debevoise, Goldman Sachs and Wells Fargo conducted separate clarification calls with each of Party A and its legal counsel, and Aquarian and Skadden, to discuss their respective markups of the merger agreement.

On June 11, 2025, Mr. Steigerwalt, along with representatives of Goldman Sachs and Wells Fargo, conducted separate calls with representatives of each of Aquarian and Party A to ensure that their proposals would be on time and that any impediments to submission of such proposals had been addressed.

Between June 11, 2025 and June 13, 2025, the Company received three second round proposals to acquire 100% of the fully diluted common equity securities of the Company and two non-conforming proposals.

Party A submitted a proposal at an aggregate equity value of $4.6 billion, or $78.57 per share of Common Stock based on the implied fully diluted share count provided by the Company. In its proposal, Party A noted that it was no longer working with its strategic partner, but that it was now partnering with a reinsurance solution provider, referred to as Reinsurer X, that would commit to enter into several reinsurance transactions at closing for the majority of the biometric and market risk from the Company’s legacy businesses, to provide cash flow swaps on certain liabilities, to provide surplus relief to finance redundant reserves and to coinsure certain term business. Party A’s markup of the merger agreement provided that it would not be required to fund and close the transaction unless the reinsurance solutions provided by Reinsurer X were available and would be consummated concurrently with the closing of the merger.

Aquarian submitted a proposal at an aggregate equity value of $4.061 billion, or $69.00 per share of Common Stock based on the implied fully diluted share count provided by the Company. Aquarian’s proposal stated that it would fund the merger consideration with equity capital and that the transaction would not be subject to any financing contingencies. The proposal also stated that the closing of the Merger would be conditioned on “Form D” approvals or non-disapprovals in Delaware, New York and Massachusetts for each Brighthouse Financial insurance subsidiary entering into an investment management agreement with Aquarian’s registered investment adviser.

Party C submitted a proposal at an aggregate equity value of $2.342 billion, or $40.00 per share of Common Stock based on the implied fully diluted share count provided by the Company. In its proposal, Party C noted that it was no longer working with its private equity-backed reinsurer. Party C stated that the aggregate merger consideration would be financed with $750 million funded with Party C’s excess capital, at least $750 million funded by a fully committed 364-day investment grade bridge facility and up to $1.8 billion funded with new equity commitments from one or more private investment funds or investment vehicles affiliated with Party C’s lead investor. The proposal attached a form of equity commitment letter which provided that the Company would be a third-party beneficiary for the purpose of exercising the right of specific performance to cause the equity investor to fund at closing. The proposal stated that it assumed (i) the utilization of reinsurance of the term life insurance business at BLIC, BHNY and NELICO via 100% coinsurance to a reinsurer pre-closing and (ii) affiliate reinsurance of certain liabilities at closing to Party C’s U.S. and non-U.S. operating companies. The reinsurance of the term life insurance business would occur at closing, but would not be a closing condition.

Party B and Party E submitted non-conforming proposals.

From June 13, 2025 to June 16, 2025, representatives of Goldman Sachs and Wells Fargo participated in separate calls with Aquarian, Party A and Party C in order to clarify their proposals, determine the scope of each party’s outstanding due diligence and understand each party’s timeline to complete its work.

On June 17, 2025, the Company held a meeting of the Brighthouse Financial Board. In attendance for the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. Representatives of Debevoise reviewed the directors’ fiduciary duties under Delaware law. Representatives of Goldman Sachs and Wells Fargo provided an overview of the second round proposals and provided input regarding certain aspects of those proposals that the Brighthouse Financial Board might wish to consider when determining next steps in the process, including the proposed aggregate equity values, the identity and nature of the bidder or its group, each bidder’s plan to finance the transaction and whether each bidder would involve other parties to provide financing or reinsurance. In particular, there was discussion around the appearance that Party A’s proposal depended heavily on the reinsurance to be provided by Reinsurer X, and considerations in respect of Aquarian’s proposed financing plan. Representatives of Debevoise discussed the status of merger agreement negotiations with each of Party A and Aquarian. After discussion, and taking those factors into account, the Brighthouse Financial Board determined to invite Party A and Aquarian into a third and final round of the process.

On June 18, 2025, representatives of Goldman Sachs and Wells Fargo conducted separate calls with each of Aquarian and Party A and their respective advisors to inform each such party that it would be advancing into a third and final round of the process. On the call with Aquarian, Goldman Sachs and Wells Fargo stated that Brighthouse Financial would like executed investment commitment letters on July 11, 2025.

Also between June 18, 2025 and June 20, 2025, representatives of Goldman Sachs and Wells Fargo conducted separate calls with each of Party B, Party C and Party E and their respective advisors to inform each such party that it would not be advancing in the process.

On June 20, 2025, Mr. Steigerwalt participated in a telephone conversation with a representative of Party A to discuss Party A’s continued interest in acquiring the Company.

On June 21, 2025, representatives of Goldman Sachs and Wells Fargo participated in a call with a representative of Aquarian to pose further clarification questions in respect of Aquarian’s second round proposal.

On June 23, 2025, Debevoise sent Skadden and counsel for Party A revised markups of their clients’ respective merger agreements.

Between June 23, 2025 and July 2, 2025, representatives of the Company participated in five separate due diligence sessions with representatives of Party A and its advisors to discuss topics related to, among other things, the Company’s legacy liabilities, its financial model, its life business, its operations and information technology function and its tax function. On June 23, 2025, representatives of Milliman also conducted a due diligence call with representatives of Party A and its advisors to discuss outstanding questions related to the Milliman actuarial appraisal.

On June 27, 2025, Mr. Steigerwalt, along with representatives of Goldman Sachs and Wells Fargo, participated in a call with representatives of Party A to discuss Party A’s perspectives on the process.

On June 30, 2025, representatives of the Company and Debevoise conducted a call with Party A, Reinsurer X and Party A’s advisors to discuss the viability of the reinsurance solutions to be provided by Reinsurer X as described in Party A’s second round proposal.

On July 2, 2025, Skadden sent a revised markup of the merger agreement to Debevoise.

On July 9, 2025, representatives of Goldman Sachs and Wells Fargo participated in a call with representatives of Party A. Representatives of Party A reported that Party A was having difficulty finalizing a reinsurance solution with Reinsurer X. Although Party A was still trying to find a reinsurance solution for parts of the business, without such a reinsurance solution Party A would not be able to submit a proposal on July 11, 2025. Party A also noted it was unlikely to be in a position to sign and announce a transaction by the Company’s second quarter earnings announcement. In a follow-up call on July 10, 2025, representatives of Party A declined to provide an estimated timeline for when Party A might be in a position to sign and announce a transaction.

Also on July 9, 2025, Mr. Steigerwalt participated in a telephone conversation with Mr. Sahay in which Mr. Sahay reiterated Aquarian’s interest in acquiring the Company.

Also on July 9, 2025, Wells Fargo provided its customary relationships disclosure memorandum to the Company, which was subsequently updated (with respect to Aquarian and Party C) on November 2, 2025, and was, in each case, provided to the Brighthouse Financial Board. At a meeting prior to the approval of the Merger, the members of the Brighthouse Financial Board concluded that, based upon the disclosure letter provided by Wells Fargo and the relationships described therein, Wells Fargo did not have any material conflicts of interest that would interfere with its ability to serve as Brighthouse Financial’s financial advisor in connection with a potential transaction involving Aquarian, Party A or Party C.

On July 10, 2025, Party C submitted an updated proposal at a price per share of Common Stock of $50.00, implying an aggregate equity value of $2.927 billion. In its proposal, Party C noted that it had refined its assumptions around financial leverage and variable annuity hedging, which were key drivers that resulted in a higher valuation. The proposal also noted that Party C should be in a position to complete its confirmatory due diligence and negotiate definitive documentation within four weeks.

On July 11, 2025, Aquarian submitted an updated proposal at an aggregate equity value of $4.061 billion, or $69.00 per share of Common Stock based on the implied fully diluted share count provided by the Company. As part of its proposal, Aquarian attached a form of equity commitment letter and stated that Aquarian would be available to discuss its financing plans. The proposal further stated that the merger consideration would come from various sources, including proceeds from a debt offering at an Aquarian subsidiary. Finally, Aquarian’s proposal requested exclusivity through August 6, 2025 to finalize the transaction and execute definitive agreements.

Also on July 11, 2025, Goldman Sachs provided its customary relationships disclosure memorandum to the Company, which was subsequently updated (with respect to Aquarian and Party C) on October 30, 2025, and was, in each case provided to the Brighthouse Financial Board. Goldman Sachs also provided updates to the disclosure memorandum to the Company on September 29, 2025 and November 5, 2025. At a meeting prior to the approval of the Merger, the members of the Brighthouse

Financial Board concluded that, based upon the disclosure letter provided by Goldman Sachs and the relationships described therein, Goldman Sachs did not have any material conflicts of interest that would interfere with its ability to serve as Brighthouse Financial’s financial advisor in connection with a potential transaction involving Aquarian, Party A or Party C.

On July 12, 2025, representatives of Goldman Sachs, Wells Fargo and Debevoise held a call with representatives of Aquarian, RBC Capital Markets and Skadden to discuss the identities of Aquarian’s specific financing sources. On that call, representatives of Aquarian discussed Aquarian’s equity financing plans and plans to undertake a debt offering at a subsidiary of Aquarian.

On July 13, 2025, the Company held a meeting of the Brighthouse Financial Board. In attendance for the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. Representatives of Debevoise reviewed the directors’ fiduciary duties under Delaware law. Representatives of Goldman Sachs and Wells Fargo provided an update on the status of the process, including an overview of the updated proposal submitted by Party C and the status of Party A’s engagement in the process. The financial advisors then provided an overview of Aquarian’s proposal and responded to questions from members of the Brighthouse Financial Board about the timeline for Aquarian to provide commitment letters from its investors and Aquarian’s proposed post-closing business plan, investment guidelines and investment management agreements. After discussion, the Brighthouse Financial Board instructed Goldman Sachs and Wells Fargo to contact Party A again to confirm the status of its engagement, and to contact Aquarian to request that Aquarian increase its valuation of the Company prior to entering into exclusive negotiations.

On July 14, 2025, representatives of Goldman Sachs and Wells Fargo participated in a call with representatives of Aquarian. Representatives of Goldman Sachs and Wells Fargo stated that the Brighthouse Financial Board would be willing to grant Aquarian a ten-day exclusivity period if Aquarian were willing to increase the merger consideration to $72.00 per share of Common Stock.

Also on July 14, 2025, representatives of Goldman Sachs and Wells Fargo contacted Party A to confirm the status of its engagement, as directed by the Brighthouse Financial Board.

In the morning of July 15, 2025, Goldman Sachs and Wells Fargo participated in a call with representatives of Aquarian during which Aquarian agreed to increase the merger consideration to $70.00 per share of Common Stock and requested a 15-day exclusivity period. Representatives of Aquarian stated that Aquarian would deliver form commitment letters from its financing sources upon entering into exclusivity.

In the early evening of July 15, 2025, Brighthouse Financial and Aquarian entered into an exclusivity agreement for a transaction at $70.00 per share of Common Stock. The agreement provided for an exclusivity period running through July 30, 2025, but could be extended through August 6, 2025 by Aquarian if, prior to expiration, Aquarian confirmed that it was continuing to work in good faith and had a reasonable expectation of executing a definitive merger agreement by no later than August 6, 2025.

On July 16, 2025, Debevoise sent a revised draft of the merger agreement to Skadden.

Also on July 16, 2025, Aquarian provided support letters from two financing sources, each stating that it intended to provide financing for the transaction, subject to negotiation of investment commitment letters and completion of due diligence and internal processes. Each support letter attached a form of investment commitment letter providing that Brighthouse Financial would be a third-party beneficiary for the purpose of exercising the right of specific performance to cause the financing source to fund at closing.

On July 19, 2025, Skadden sent a revised draft of the merger agreement to Debevoise.

On July 22, 2025 and July 23, 2025, there were two calls among representatives of Brighthouse Financial, Debevoise and Skadden to discuss the open issues in the merger agreement.

On July 23, 2025 and July 24, 2025, certain members of the Brighthouse Financial management team participated in in-person meetings with representatives of Aquarian. Those meetings focused on, among other things, the Brighthouse Financial insurance subsidiaries’ post-closing business plans, the parties’ communications plan in the event of an announcement of a transaction and human resources-related matters. Following the meetings, Mr. Steigerwalt attended a dinner with Mr. Sahay. The discussion at this dinner was primarily about the topics discussed during the in-person meetings.

On July 26, 2025, Debevoise sent a revised draft of the merger agreement to Skadden.

On July 28, 2025, the Company held a meeting of the Brighthouse Financial Board. In attendance for the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. Representatives of Goldman Sachs, Wells Fargo and Debevoise provided an update on the status of negotiations with Aquarian, including a debrief of the meetings that occurred on July 23, 2025 and July 24, 2025. In particular, there was discussion around the status of Aquarian’s financing for the transaction.

On July 29, 2025, Aquarian provided notice to Brighthouse Financial that it was extending the exclusivity period through August 6, 2025.

On July 30, 2025, Myles Lambert, the Company’s Chief Distribution and Marketing Officer at that time (and now the Company’s Chief Operating Officer), attended a lunch with Mr. Sahay to discuss the Brighthouse Financial business.

On August 3, 2025, Mr. Sahay informed Mr. Steigerwalt that he believed that additional time beyond August 6, 2025 would be needed to sign and announce a transaction and inquired as to whether Brighthouse Financial would consider extending the exclusivity period.

On August 4, 2025, representatives of Goldman Sachs and Wells Fargo participated in a call with representatives of Aquarian to discuss Aquarian’s new potential financing sources and updates on the status of Aquarian’s equity and debt financing plans.

Also on August 4, 2025, the Company held a meeting of the Brighthouse Financial Board. In attendance for the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. Mr. Steigerwalt provided an update on his call with Mr. Sahay on August 3, 2025, and representatives of Goldman Sachs and Wells Fargo provided an update on their call with representatives of Aquarian earlier in the day. In particular, there was discussion around the status of Aquarian’s financing for the transaction, the delay from the targeted signing date of August 6, 2025 and the status of other open issues relating to the transaction. Mr. Steigerwalt discussed the risks and potential negative impacts to the Company of engaging in a prolonged sale process. After discussion, the Brighthouse Financial Board determined not to extend the exclusivity period with Aquarian and instructed its advisors to provide a list of the key open issues to Aquarian and its advisors.

On August 5, 2025, Goldman Sachs and Wells Fargo provided to Aquarian and RBC Capital Markets a key issues list containing nine items across financing, conditionality and deal protection that would need to be addressed in order for Brighthouse Financial to move forward with Aquarian, and a timeline leading to execution of a definitive agreement and announcement of a transaction on August 15, 2025.

On August 6, 2025, representatives of Goldman Sachs and Wells Fargo participated in a call with representatives of RBC Capital Markets. Representatives of RBC Capital Markets conveyed, on behalf of Aquarian, that Aquarian expected to submit its financing package to the Company before the end of August 2025.

On August 7, 2025, Mr. Steigerwalt participated in a call with Mr. Sahay during which Mr. Steigerwalt conveyed that the Brighthouse Financial Board needed to see committed financing from Aquarian and its financing sources in order for Brighthouse Financial to progress transaction discussions with Aquarian.

On August 9, 2025, as a follow-up to the call that occurred on August 7, 2025, Debevoise provided Skadden a form of investment commitment letter for a potential financing source to Aquarian, pursuant to which Brighthouse Financial would be a third-party beneficiary for the purpose of exercising the right of specific performance to cause such financing source to fund at closing.

Also on August 9, 2025, representatives of Goldman Sachs and Wells Fargo participated in calls with representatives of Party A and Party C to provide an update on the process. Brighthouse Financial determined not to continue transaction discussions with Party A because Party A indicated there was no change to its status from early July 2025.

On August 11, 2025, Party C sent to Brighthouse Financial a due diligence request list, and on August 14, 2025, certain members of management of Brighthouse Financial participated in a due diligence call with representatives of Party C.

On or about August 20, 2025, representatives of Aquarian conveyed to representatives of Goldman Sachs and Wells Fargo that it was preparing an updated proposal, including evidence of committed financing from its financing sources, to be delivered no later than August 22, 2025.

On August 25, 2025, Mr. Steigerwalt attended a lunch with representatives of Party C to discuss the Company’s second quarter reported results.

On or about August 25, 2025, representatives of Goldman Sachs and Wells Fargo participated in a call with representatives of Aquarian and RBC Capital Markets, during which a representative of Aquarian stated that Aquarian expected to send a revised proposal, including evidence of committed financing from its financing sources, over Labor Day weekend.

On August 27, 2025 and August 28, 2025, the Company held its regularly scheduled meeting of the Brighthouse Financial Board in-person. In attendance for a portion of the meeting, in addition to the directors and certain members of the Company’s

management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. The financial advisors updated the Brighthouse Financial Board on their recent interactions with each of Aquarian and Party C. In particular, there was discussion around the still forthcoming proposal from Aquarian and uncertainty around its financing sources, and the key areas of Party C’s due diligence inquiry.

On August 29, 2025, certain members of management of Brighthouse Financial participated in a meeting with representatives of Party C to discuss the history of the Company and its forward looking sales plan.

On September 2, 2025, Party C submitted an updated proposal at a merger consideration of $48.00 per share of Common Stock. The updated proposal stated that the aggregate merger consideration would be financed with $250 million of Brighthouse Financial holding company cash, $850 million funded by a fully committed 364-day investment grade bridge facility and up to $1.86 billion funded with new equity commitments from one or more private investment funds or investment vehicles affiliated with Party C’s lead investor. The proposal requested that Brighthouse Financial agree to a four-week exclusivity period during which Party C would finalize its confirmatory due diligence and the parties would negotiate a definitive agreement.

On September 7, 2025, the Company held a meeting of the Brighthouse Financial Board. In attendance for the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. The Company’s financial advisors provided the Brighthouse Financial Board an overview of the updated proposal received from Party C. In particular, the members of the Brighthouse Financial Board discussed the reduction in Party C’s valuation of the Company from its prior unsolicited proposal, which Party C attributed to a revised projection of hedging costs, Party C’s plan to undertake third-party and affiliated reinsurance transactions and Party C’s request for exclusivity. The Company’s financial advisors then discussed the status of their conversation with Aquarian and noted that, to date, Aquarian had not, in their view, provided sufficient documentation of committed financing from its financing sources. Following discussion, the members of the Brighthouse Financial Board expressed their support for the financial advisors requesting that Party C increase its price and clarifying certain matters discussed in its proposal.

On September 9, 2025, representatives of Goldman Sachs and Wells Fargo participated in a call with representatives of Aquarian during which a representative of Aquarian stated that Aquarian expected to send a revised proposal, including evidence of committed financing from its financing sources, shortly.

On September 10, 2025, a representative of Party C’s lead investor called Mr. Steigerwalt to report that Party C would be submitting a revised proposal and would like a response no later than September 12, 2025.

On September 11, 2025, Aquarian submitted an updated proposal at a merger consideration of $70.00 per share of Common Stock. The proposal contemplated the use of equity and debt financing to finance the merger consideration and attached equity financing support letters from certain potential financing sources, and a debt commitment letter from certain lending parties. The proposal noted that Aquarian was in advanced discussions with Reinsurer X for the provision of reinsurance and attached a support letter from Reinsurer X. The proposal also included certain new restrictive covenants on the operation of Brighthouse Financial’s business between signing and closing.

Also on September 11, 2025, Party C submitted an updated proposal to increase the merger consideration to $51.10 per share of Common Stock. The proposal noted that Party C contemplated reinsuring the term life insurance business to Reinsurer X or another third-party reinsurer at or prior to closing. The proposal also stated that Party C would take on the execution risk of this reinsurance, including both the timing of the reinsurance and the quantum of reinsurance proceeds. The proposal requested that Brighthouse Financial agree to a four-week exclusivity period.

On September 12, 2025, representatives of Goldman Sachs, Wells Fargo and Debevoise conducted a bid clarification call with representatives of Aquarian, RBC Capital Markets and Skadden in attendance. In particular, the Company’s advisors sought additional information on Aquarian’s financing structure and when evidence of committed financing from Aquarian’s financing sources would be provided.

Also on September 12, 2025, Debevoise provided a revised draft of the merger agreement to Party C’s legal counsel.

On September 13, 2025, representatives of Wells Fargo participated in a call with representatives of RBC Capital Markets during which RBC Capital Markets conveyed, on behalf of Aquarian, that Aquarian was making progress on the investment commitment letters and hoped to provide updated documents to Brighthouse Financial before the end of the week.

On September 14, 2025, the Company held a meeting of the Brighthouse Financial Board. In attendance for the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. The financial advisors provided the Brighthouse Financial Board an overview of the updated proposals received by each of Party C and Aquarian. In particular, with respect to Aquarian’s updated proposal, the members of the Brighthouse

Financial Board discussed the new restrictive covenants on the operation of Brighthouse Financial’s business between signing and closing. There was also discussion of evidence of committed financing from Aquarian’s financing sources not having been provided to the Brighthouse Financial Board’s satisfaction. Debevoise then discussed the directors’ fiduciary duties under Delaware law with respect to its consideration of the two proposals. Following continued discussion, the members of the Brighthouse Financial Board expressed their support for Debevoise’s engaging with Party C’s legal counsel on key terms of the merger agreement and for the financial advisors’ requesting that Party C raise its price. Assuming a positive outcome to those discussions, the Brighthouse Financial Board authorized the Company to enter into a four-week exclusivity agreement with Party C.

Also on September 14, 2025, Mr. Steigerwalt received calls from representatives of Party C’s lead investor to follow up on the Company’s review of Party C’s proposal.

On September 15, 2025, representatives of Goldman Sachs and Wells Fargo informed representatives of Party C, at the request of the Brighthouse Financial Board, that Party C needed to raise its price in order for the Company to grant exclusivity to Party C.

On September 17, 2025, representatives of Debevoise sent a draft exclusivity agreement to legal counsel for Party C. The exclusivity agreement contemplated a transaction at a merger consideration of $52.00 per share of Common Stock and provided for four weeks of exclusivity. Brighthouse Financial could terminate the exclusivity agreement after two weeks if Party C’s lead investor did not provide an update on its equity raise for the transaction, including highly confident letters from each equity co-investor.

Also on September 17, 2025, a representative of RBC Capital Markets, on behalf of Aquarian, sent an email to representatives of Goldman Sachs, Wells Fargo and Debevoise proposing an action plan to achieve a transaction signing on September 25, 2025.

On September 18, 2025, a representative of Debevoise sent a letter on behalf of Brighthouse Financial to Skadden, expressing what Brighthouse Financial believed to be material unresolved issues in Aquarian’s latest proposal.

Also on the morning of September 18, 2025, representatives of Goldman Sachs and Wells Fargo conducted a call with representatives of Aquarian and RBC Capital Markets in attendance. A representative of Aquarian stated that Aquarian expected to deliver an updated proposal within 24-48 hours.

On the evening of September 19, 2025, Brighthouse Financial and Party C entered into an exclusivity agreement providing for an exclusivity period through October 17, 2025. The exclusivity agreement provided Brighthouse Financial with the ability to terminate on October 3, 2025 if Party C’s lead investor did not provide an update on the status of its capital raise.

On September 22, 2025, a representative of Skadden sent a letter to Debevoise containing Aquarian’s response to certain of the issues raised in the September 18, 2025 letter from Brighthouse Financial. The letter also attached a support letter from a newly formed special purpose vehicle that had been referenced by Aquarian as a potential financing source on Aquarian’s August 4, 2025 call with Goldman Sachs and Wells Fargo, which stated its intention to provide a portion of Aquarian’s equity commitment.

On September 28, 2025, Party C’s legal counsel sent a markup of the merger agreement to Debevoise. Among other issues raised by Party C’s markup were closing conditions relating to the level of the Company’s reserves, there not being certain negative outcomes from the Company’s rating agencies, Brighthouse Financial’s registered funds having received client approvals with respect to an unspecified portion of their assets under management and the receipt of certain approvals from the Company’s insurance regulators.

On October 3, 2025, Party C’s lead investor provided an update on the status of its capital raise. The update attached a form of equity commitment letter from Party C’s lead investor, as well as highly confident letters from Party C and nine additional potential equity co-investors totaling $2.15 billion.

Also on October 3, 2025, Aquarian submitted an unsolicited proposal at a merger consideration of $70.00 per share of Common Stock. The proposal included equity financing support letters from certain potential financing sources, including a new potential financing source. The proposal attached investment commitment letters that did not contain the provision that Brighthouse Financial would be a third-party beneficiary for the purpose of exercising the right of specific performance to cause each financing source to fund at closing. The proposal contemplated the same debt financing that was part of Aquarian’s September 11, 2025 proposal. The proposal stated that Aquarian expected to enter into a series of reinsurance transactions with Reinsurer X to enhance Brighthouse Financial’s financial strength. On October 4, 2025, Aquarian provided a letter of intent from Reinsurer X that attached term sheets for five potential reinsurance transactions. Finally, the proposal withdrew the new restrictive covenants on the operation of Brighthouse Financial’s business between signing and closing that had been introduced in Aquarian’s September 11, 2025 proposal.

On October 5, 2025, representatives of Brighthouse Financial held a call with representatives of Party C and its lead investor to discuss the status of transaction negotiations.

On October 9, 2025, a representative of Skadden sent a letter on behalf of Aquarian to representatives of Debevoise reconfirming Aquarian’s unsolicited proposal submitted on October 3, 2025. The letter also stated that Aquarian had discussed Brighthouse Financial’s request (which was contained in the letter Debevoise sent to Skadden on September 18, 2025) to have direct enforcement rights against Aquarian’s financing sources to cause them to fund and close, and that Aquarian had received preliminary indications of support to provide such enforcement rights.

On October 12, 2025, Debevoise sent a revised draft of the merger agreement to Party C’s legal counsel. Among other comments, Debevoise’s markup removed the additional closing conditions that Party C had included in its prior markup.

On October 15, 2025, Party C’s legal counsel provided a draft extension to the exclusivity agreement providing for an exclusivity period through October 31, 2025.

On October 16, 2025, the Company held a meeting of the Brighthouse Financial Board. In attendance for the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. The financial advisors reported on information received to date by Party C as part of its confirmatory due diligence of the Company. Debevoise then discussed the key merger agreement terms being negotiated with Party C. There was then discussion on Party C’s request for an extension of the exclusivity period. Following discussion, the Brighthouse Financial Board determined not to extend exclusivity with Party C in light of Aquarian’s unsolicited proposal, and directed the Company’s management and its advisors to continue negotiations with Party C and to reengage with Aquarian following expiration of Party C’s exclusivity period.

On October 17, 2025, following the expiration of the exclusivity period with Party C, Debevoise provided a revised draft of the merger agreement to Skadden. In addition, Debevoise provided markups of the equity commitment letter to be provided by Aquarian, and the investment commitment letter to be provided by Aquarian’s financing sources. In its transmission, Debevoise communicated Brighthouse Financial’s requirement for third-party beneficiary rights to enforce directly each investor’s commitment.

On October 20, 2025 and October 21, 2025, Skadden sent Debevoise revised drafts of the merger agreement, equity commitment letter, investment commitment letter to be provided by Aquarian’s financing sources and other ancillary transaction documents. Among other issues raised by the merger agreement markup were a closing condition for Form D approval of the contemplated investment management agreements between Brighthouse Financial’s insurance subsidiaries and Aquarian’s registered investment adviser, the scope of the exceptions to Aquarian’s regulatory efforts obligations and the scope of certain of the Company’s interim operating covenants.

On October 21, 2025, the Company held a meeting of the Brighthouse Financial Board. In attendance for the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. The financial advisors reported on Party C’s ongoing evaluation of the Company. The financial advisors and Debevoise then provided an update on the Company’s engagement with Aquarian. Debevoise provided a summary of the merger agreement markup received from Skadden and the financial advisors reported on their recent interactions with RBC Capital Markets regarding the status of Aquarian’s financing plans.

On October 22, 2025, Party C’s counsel provided a revised draft of the merger agreement. Among other issues raised by Party C’s markup were closing conditions tied to Brighthouse Financial’s holding company having a certain amount of liquid assets (including a certain amount of cash) at closing, limitations on the Company’s ability to take certain actions regarding its reserves, receipt of regulatory approval for certain third party and affiliate reinsurance transactions and the Company having entered into a reinsurance agreement with Reinsurer X immediately prior to closing.

On October 23, 2025, Skadden, on behalf of Aquarian, provided Debevoise a letter from Mubadala Capital indicating that it would provide committed financing to facilitate the transaction.

On October 24, 2025, Debevoise sent markups of the Aquarian equity commitment letter and investment commitment letter to Skadden. During the subsequent period from October 25, 2025 through November 6, 2025, Debevoise and Skadden exchanged drafts of the Aquarian equity commitment letter and investment commitment letter.

On October 25, 2025, representatives of Brighthouse Financial and its advisors held a call with representatives of Party C and its advisors to discuss the open issues in the merger agreement.

Also on October 25, 2025, Debevoise sent a markup of the merger agreement to Skadden. During the period from October 26, 2025 through November 6, 2025, Debevoise and Skadden exchanged drafts of the merger agreement and ancillary documentation.

On October 27, 2025, the Company held a meeting of the Brighthouse Financial Board. In attendance for the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. The financial advisors provided an update on the status of Party C’s evaluation of the Company, and Debevoise reported on its call with Party C’s legal counsel to discuss key open issues in the merger agreement. The financial advisors and Debevoise then reported on progress with respect to Aquarian’s financing and discussed the status of key open issues in Aquarian’s merger agreement. Finally, in response to a request from the Brighthouse Financial Board, management of the Company presented a view of the Company’s financial condition and its prospects as a standalone company in the event a transaction did not occur.

On October 28, 2025, representatives of Brighthouse Financial and its advisors participated in a meeting with representatives of Aquarian and its advisors. During that meeting, the parties came to agreement in principle on the key open issues in the merger agreement, including, among others, with respect to the closing condition for Form D approval from insurance regulators in Delaware and Massachusetts of the contemplated investment management agreements between Brighthouse Financial’s insurance subsidiaries and Aquarian’s registered investment adviser, the scope of the exceptions to Aquarian’s regulatory efforts obligations and the scope of certain of the Company’s interim operating covenants.

On October 30, 2025, Debevoise sent a markup of the merger agreement to Party C’s legal counsel.

Also on October 30, 2025, representatives of Goldman Sachs presented its perspective on valuation of the Company to the Brighthouse Financial Board.

On October 31, 2025, representatives of Wells Fargo presented its perspective on valuation of the Company to the Brighthouse Financial Board.

Also on October 31, 2025, Brighthouse Financial and its advisors participated in a call with Party C and its advisors to discuss the open issues in the latest draft of the merger agreement.

Over the following days, Brighthouse Financial determined to focus its attention on negotiations with Aquarian given the price disparity between Aquarian’s proposal and Party C’s proposal, the nature of the open issues in Party C’s merger agreement and Aquarian’s ability to sign and announce a transaction imminently.

On November 2, 2025, the Company held a meeting of the Brighthouse Financial Board. In attendance for the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. The financial advisors and Debevoise reported that the Company and Aquarian had reached agreement on the open transaction issues, and Debevoise discussed with the Brighthouse Financial Board the resolution of the key open issues in the merger agreement and other updates to the transaction documentation since the Brighthouse Financial Board’s prior meeting. The financial advisors discussed the illustrative timeline towards execution and announcement of an agreement and reported that the Company had scheduled introductory meetings between Aquarian and the Company’s regulators and rating agencies for November 3, 2025.

On November 3, 2025, representatives of Brighthouse Financial and Debevoise, as well as representatives of Aquarian and Skadden, participated in introductory meetings with the Company’s insurance regulators.

Also on November 3, 2025, representatives of Brighthouse Financial, as well as representatives of Aquarian and RBC Capital Markets, participated in introductory meetings with the Company’s rating agencies.

On November 5, 2025, the Company held a meeting of the Brighthouse Financial Board. In attendance for the meeting, in addition to the directors and certain members of the Company’s management, were representatives of Debevoise, Goldman Sachs and Wells Fargo. Debevoise discussed with the Brighthouse Financial Board the directors’ fiduciary duties under Delaware law applicable to its consideration of the proposed transaction. Debevoise also reviewed the terms and conditions set forth in the proposed merger agreement, equity commitment letter and investment commitment letter. Goldman Sachs and Wells Fargo then reviewed with the Brighthouse Financial Board their respective financial analyses of the merger consideration, as more fully described below under the heading “— Opinions of Brighthouse Financial’s Financial Advisors.” Thereafter, representatives of Goldman Sachs rendered its oral opinion, subsequently confirmed in writing by delivery of a written opinion, to the Brighthouse Financial Board dated November 6, 2025 that, as of November 6, 2025, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be paid to the holders (other than Parent and its affiliates) of the outstanding shares of Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Common Stock. Thereafter, representatives of Wells Fargo rendered its oral opinion to the Brighthouse Financial Board, which was subsequently confirmed in writing by delivery of a written opinion to the Brighthouse Financial Board dated November 5, 2025, to

the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Wells Fargo in preparing the opinion, the Merger Consideration in the Merger was fair, from a financial point of view, to holders of shares of Common Stock (other than Excluded Shares and Dissenting Shares). After discussion, and in light of the Brighthouse Financial Board’s review and consideration of the factors described under “— Brighthouse Financial’s Reasons for the Merger,” the Brighthouse Financial Board unanimously (a) determined that the Merger Agreement and the transactions contemplated thereby (including the Merger) are fair to and in the best interests of Brighthouse Financial and its stockholders, (b) approved and declared advisable the Merger Agreement and the transactions contemplated thereby (including the Merger), (c) approved the execution, delivery and performance by Brighthouse Financial of the Merger Agreement and, subject to the approval of the holders of a majority of the shares of Common Stock outstanding, the consummation of the transactions contemplated thereby (including the Merger), (d) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of the holders of issued and outstanding shares of Common Stock and (e) resolved to recommend the adoption of the Merger Agreement by the holders of the issued and outstanding shares of Common Stock entitled to vote thereon.

On November 6, 2025, Brighthouse Financial and Aquarian entered into the Merger Agreement and issued a joint press release prior to the opening of trading on the Nasdaq announcing the transaction.

In the course of the Brighthouse Financial Board making the determinations described in the section titled “The Special Meeting — Recommendation of the Brighthouse Financial Board,” the Brighthouse Financial Board consulted with Brighthouse Financial’s management team, financial advisors and outside legal counsel and considered the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

The Brighthouse Financial Board also considered and balanced the factors described above against potentially negative factors and risks associated with the Merger, including the following factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

The foregoing discussion of the factors considered by the Brighthouse Financial Board is not intended to be exhaustive but, rather, summarizes the material information and factors considered by the Brighthouse Financial Board in its consideration of the Merger. In the course of the Brighthouse Financial Board making the determinations described in the section titled “The Special Meeting — Recommendation of the Brighthouse Financial Board,” the Brighthouse Financial Board did not quantify or assign relative weights to the factors considered, and individual members of the Brighthouse Financial Board may have given different weights to different factors. The Brighthouse Financial Board conducted an overall review of the factors described above, including discussions with Brighthouse Financial’s management team, financial advisors and outside legal counsel, and considered the factors overall to be favorable to, and to support, its determinations.

The foregoing discussion of the information and factors considered by the Brighthouse Financial Board is forward-looking in nature and should be read in light of the factors described in the section titled “Special Note Regarding Forward-Looking Statements.”

Brighthouse Financial has engaged Goldman Sachs & Co. LLC (“Goldman Sachs”) as financial advisor to Brighthouse Financial in connection with the Merger. As part of such engagement, the Brighthouse Financial Board requested that Goldman Sachs evaluate the fairness, from a financial point of view, to the holders of shares of Common Stock of the Merger Consideration to be received by such holders in the Merger. Goldman Sachs rendered its oral opinion on November 5, 2025, which was subsequently confirmed in writing by delivery of a written opinion, to the Brighthouse Financial Board that, as of November 6, 2025, and based upon and subject to the factors and assumptions set forth therein, the Merger Consideration to be paid to the holders (other than Parent and its affiliates) of the outstanding shares of Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders of shares of Common Stock.

The full text of the written opinion of Goldman Sachs, dated November 6, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Brighthouse Financial Board in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Common Stock should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the management team of Brighthouse Financial regarding their assessment of the past and current business operations, financial condition and future prospects of Brighthouse Financial; reviewed the reported price and trading activity for the Common Stock; compared certain financial and stock market information for Brighthouse Financial with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the life insurance industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with Brighthouse Financial’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Brighthouse Financial’s consent that the Prospective Financial Information was reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Brighthouse Financial. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Brighthouse Financial or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs is not an actuary and its services did not include any actuarial determination or evaluation by it or any attempt to evaluate actuarial assumptions and it relied on Brighthouse Financial’s actuaries with respect to reserve adequacy. In that regard, Goldman Sachs made no analysis of, and expressed no opinion as to, the adequacy of the reserves or the embedded value of Brighthouse Financial. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on Brighthouse Financial or on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Brighthouse Financial to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to Brighthouse Financial; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, to the holders (other than Parent and its affiliates) of Common Stock, as of the date of the opinion, of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of Brighthouse Financial; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Brighthouse Financial or class of such persons, in connection with the Merger, whether relative to the Merger Consideration to be paid to the holders (other than Parent and its affiliates) of Common Stock pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the potential effects of volatility in the credit, financial and stock markets on Brighthouse Financial or Parent or the Merger, or as to the impact of the Merger on the solvency or viability of Brighthouse Financial or Parent or the ability of Brighthouse Financial or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Brighthouse Financial Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 4, 2025, and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs reviewed the historical trading prices for the Common Stock for the three-year period ended November 4, 2025. In addition, Goldman Sachs analyzed the consideration to be paid to holders of shares of Common Stock pursuant to the Merger Agreement in relation to (i) the closing price per share of Common Stock on January 27, 2025, the last trading day before the Financial Times reported a potential transaction involving Brighthouse Financial, (ii) the closing price per share of Common Stock on November 4, 2025, (iii) the all-time high price per share of Common Stock as of November 4, 2025, (iv) the 52-week high

closing trading price per share of Common Stock as of November 4, 2025, (v) the 52-week low closing trading price per share of Common Stock as of November 4, 2025, (vi) the 52-week high closing trading price per share of Common Stock as of January 27, 2025, (vii) the 52-week low closing trading price per share of Common Stock as of January 27, 2025, (viii) the volume weighted average price (the “VWAP”) of the Common Stock for the preceding 30-trading day period ending January 27, 2025 and (ix) the VWAP of the Common Stock for the preceding 60-trading day period ending January 27, 2025.

This analysis indicated that the price per share of Common Stock to be paid to the holders of shares of Common Stock pursuant to the Merger Agreement represented:

Illustrative Dividend Discount Analysis. Using the Prospective Financial Information, Goldman Sachs performed an illustrative dividend discount analysis on Brighthouse Financial to derive a range of illustrative present values per share of Common Stock. Using the mid-period convention for discounting distributable cashflows and discount rates ranging from 11.40% to 14.40%, reflecting estimates of Brighthouse Financial’s cost of equity, Goldman Sachs discounted to present value, as of June 30, 2025, (x) distributable cash flows to holders of the Common Stock for the second half of fiscal year 2025 through 2027, as reflected in the Prospective Financial Information, and (y) a range of terminal values for Brighthouse Financial calculated by applying terminal year exit price to book value excluding accumulated other comprehensive income (“AOCI”) multiples ranging from 0.25x to 0.45x to a terminal year estimate of the book value (excl. AOCI) of Brighthouse Financial, as reflected in the Prospective Financial Information. The range of terminal year exit price to book value (excl. AOCI) multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical price to book value (excl. AOCI) multiples of Brighthouse Financial. Goldman Sachs derived such discount rates reflecting estimates of Brighthouse Financial’s cost of equity by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including a beta for Brighthouse Financial, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then divided the range of illustrative equity values it derived by the total number of Brighthouse Financial’s diluted shares outstanding. This analysis resulted in an implied value per share of Common Stock as of June 30, 2025 (based on the total number of Brighthouse Financial’s diluted shares outstanding as of November 4, 2025, which was comprised of Brighthouse Financial’s Common Stock, RSUs, PSUs and options as provided by Brighthouse Financial’s management and approved for use by Goldman Sachs (“Company Diluted Shares Outstanding”)) of $30.40 to $52.57.

Illustrative Present Value of Future Share Price Analysis. Using the Prospective Financial Information, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Common Stock. For this analysis, Goldman Sachs first calculated an implied range of theoretical future values per share of Common Stock as of June 30, 2025, for each of the fiscal years 2025 through 2027, by applying a range of multiples of illustrative price to book value (excl. AOCI) of 0.25x to 0.45x to estimates of Brighthouse Financial’s projected book value (excl. AOCI) per share of Common Stock for each of the fiscal years 2025 through 2027 (based on the total number of Company Diluted Shares Outstanding as of December 31 of each year per the Prospective Financial Information). This range of illustrative price to book value (excl. AOCI) multiples was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical price to book value (excl. AOCI) multiples of Brighthouse Financial.

As the Prospective Financial Information did not project any dividend distributions during the relevant period, no dividends were added to the implied future equity values per share of Common Stock. Goldman Sachs then discounted these values to June 30, 2025, using an illustrative discount rate of 12.90%, reflecting the midpoint of Goldman Sachs’ range of estimates of Brighthouse Financial’s cost of equity. Goldman Sachs derived such discount rate by application of CAPM, which requires certain company-specific inputs, including a beta for Brighthouse Financial, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of Common Stock of $28.11 to $63.27.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the life insurance industry since 2016. For each of the selected transactions, Goldman Sachs calculated and compared the implied equity value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s book value (excl. AOCI) (a “P/BV (excl. AOCI) Multiple”) based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to Brighthouse Financial, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Brighthouse Financial’s results, market sizes and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of P/BV (excl. AOCI) multiples of 0.27x to 1.22x (representing the low and high, respectively, of the implied P/BV (excl. AOCI) multiples calculated for the transactions above) to Brighthouse Financial’s book value of $8.231 billion as of June 30, 2025, per Brighthouse Financial’s public filings, and the total number of Company Diluted Shares Outstanding to derive a reference range of implied values per share of Common Stock of $37.96 to $171.53.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from January 1, 2015 through November 4, 2025, involving a public company based in the United States, Canada or Bermuda as the target where the disclosed enterprise values for the transaction were between

$1.0 billion and $10.0 billion. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the 706 transactions relative to the target’s last undisturbed closing stock price prior to announcement of the Merger. This analysis indicated a median premium of 20.9% across the period. This analysis also indicated a 25th percentile premium of 9.7% and 75th percentile premium of 43.4% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 9.7% to 43.4% to the undisturbed closing price per share of Common Stock of $51.09 as of January 27, 2025, and calculated a range of implied equity values per share of Common Stock of $56.03 to $73.28.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Brighthouse Financial or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs providing its opinion to the Brighthouse Financial Board as to the fairness from a financial point of view to the holders (other than Parent and its affiliates) of Common Stock, as of the date hereof, of the Merger Consideration to be paid to such holders pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Brighthouse Financial, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Merger Consideration was determined through arm’s-length negotiations between Brighthouse Financial and Parent and was approved by the Brighthouse Financial Board. Goldman Sachs provided advice to Brighthouse Financial during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Brighthouse Financial or the Brighthouse Financial Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Brighthouse Financial Board was one of many factors taken into consideration by the Brighthouse Financial Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates (collectively, “Goldman Sachs Affiliated Entities”) are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Brighthouse Financial, Parent, any of their respective affiliates and third parties, including Aquarian Holdings, an affiliate of Aquarian, and Mubadala Capital, an indirect financing provider of Parent, and any of their respective affiliates and, as applicable, portfolio companies (collectively, “Relevant Entities”) or any currency or commodity that may be involved in the transaction contemplated by the Merger Agreement. Goldman Sachs Investment Banking has an existing lending relationship with Brighthouse Financial and with Mubadala Capital or its majority owned subsidiaries (excluding, if applicable, portfolio companies) or funds thereof. Goldman Sachs acted as financial advisor to Brighthouse Financial in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the Merger Agreement.

During the two-year period ended November 5, 2025, Goldman Sachs Investment Banking has not been engaged by Brighthouse Financial or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. During the two-year period ended November 5, 2025, Goldman Sachs Investment Banking has not been engaged by Aquarian Holdings or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. As of November 5, 2025, Goldman Sachs Investment Banking was not (x) mandated by Aquarian Holdings and/or its Relevant Entities to provide to any such person financial advisory and/or underwriting services or (y) soliciting Aquarian Holdings and/or its Relevant Entities to work on financial advisory and/or underwriting matters for any such persons on which it had not been mandated. Goldman Sachs has provided certain financial advisory and/or underwriting services to Mubadala Capital and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner in connection with a bank loan to K-MAC Holdings Corp, a portfolio company of Mubadala Capital, in February 2024; as

bookrunner in connection with a bank loan to Apex Group Ltd., a portfolio company of Mubadala Capital, in August 2024; as bookrunner in connection with a bank loan to K-MAC Holdings Corp, a portfolio company of Mubadala Capital, in January 2025; as bookrunner in connection with a bank loan to Apex Group Ltd., a portfolio company of Mubadala Capital, in February 2025; as bookrunner in connection with a bank loan to K-MAC Holdings Corp, a portfolio company of Mubadala Capital, in July 2025; as financial advisor to CI Financial Corp, a portfolio company of Mubadala Capital, in connection with its pending acquisition of Stanhope Capital announced in September 2025; and as financial advisor to CI Financial Corp, a portfolio company of Mubadala Capital, in connection with its pending acquisition of Stonehage Fleming announced in September 2025. During the two-year period ended November 5, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Mubadala Capital and/or its affiliates and portfolio companies of approximately $19 million. As of November 5, 2025, Goldman Sachs Investment Banking was mandated by Mubadala Capital and/or its affiliates and portfolio companies to provide financial advisory services and/or underwriting services unrelated to the Merger with respect to one or more matters and, if all such matters were to be consummated, Goldman Sachs currently expects that it would recognize compensation in an aggregate amount less than the transaction fee expected in connection with the Merger. As of November 5, 2025, Goldman Sachs Investment Banking was not soliciting Mubadala Capital and/or its affiliates and portfolio companies to work on financial advisory and/or underwriting matters for any such persons on which it has not been mandated. Goldman Sachs has also provided and may in the future provide certain financial advisory and/or underwriting services to the government of Abu Dhabi, the majority owner of Mubadala Capital, and/or its agencies and instrumentalities and their respective affiliates from time to time for which Goldman Sachs has recognized, and may recognize, compensation. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Relevant Entities and their respective affiliates and/or as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation.

As of November 5, 2025, Goldman Sachs Affiliated Entities had (i) no direct GS Principal Investment (as defined below) in Brighthouse Financial and/or its affiliates, (ii) no direct GS Principal Investment in Aquarian Holdings and/or its Related Entities (as defined below), (iii) an aggregate direct GS Principal Investment of approximately $210 million in Mubadala Capital and/or its Related Entities and (iv) no direct GS Principal Investment in Parent. As of November 5, 2025, funds managed by affiliates of Goldman Sachs Investment Banking were co-invested with Mubadala Capital and/or its affiliates and invested in equity interests of funds managed by affiliates of Mubadala Capital. Such funds managed by affiliates of Goldman Sachs Investment Banking may co-invest with, and invest in equity interests of, Aquarian Holdings, Mubadala Capital and/or their respective affiliates or funds managed thereby in the future. As of November 5, 2025, funds managed by affiliates of Goldman Sachs Investment Banking were not co-invested with Aquarian Holdings and/or its affiliates and Goldman Sachs Affiliated Entities are not invested in equity interests of funds managed by affiliates of Aquarian Holdings. Such funds managed by affiliates of Goldman Sachs Investment Banking may co-invest with, and invest in equity interests of, Aquarian Holdings and/or its affiliates or funds managed thereby in the future.

On the public side of Goldman Sachs’ informational wall (the “Public Side”) and in the ordinary course of its various business activities, Goldman Sachs Affiliated Entities may also own equity securities in the Relevant Entities, and/or their respective affiliates, and/or as applicable, portfolio companies, arising from engaging in market making, trade execution, clearing, custody, margin lending and other similar financing transactions, securities lending and related activities (including by acting as agent for third parties executing their transactions or as principal supplying liquidity to market participants, and any related hedging, other risk management or inventory management) (collectively, “Market Making Activities”), which positions change frequently. Regulatory, informational and operational barriers separate the Public Side from Goldman Sachs Investment Banking.

For purposes of this section of the proxy, (x) Goldman Sachs relied on its books and records to (i) unless otherwise indicated, calculate all amounts and (ii) determine whether an entity is an affiliate, portfolio company, subsidiary or majority-owned subsidiary of another entity and (y) the following terms have the definitions set forth below:

As used in this section, “GS Principal Investments” (including any associated commitments) are (i) direct balance sheet investments in equity interests or equity securities held by Goldman Sachs Affiliated Entities for its own account or (ii) direct investments in equity interests held by a fund managed by a Goldman Sachs Affiliated Entity which fund is primarily for the benefit of Goldman Sachs Affiliated Entities and/or its current and former employees and not third-party clients. GS Principal Investments do not include equity interests arising from Market Making Activities, equity derivatives, convertible debt instruments or warrants or equity kickers received in connection with senior secured loans, mezzanine loans, warehouse loans, preferred equity with a fixed rate of return or other similar types of financing transactions (which may also be subject to hedging or other risk-mitigating instruments). GS Principal Investments also do not include investments by funds managed by Goldman Sachs Affiliated Entities, which funds are almost entirely for the benefit of third-party clients (“GS Client Funds”), and which funds can co-invest alongside, and/or make Investments in, the Relevant Entities or their respective Related Entities. As investment managers for GS Client Funds, Goldman Sachs Affiliated Entities are required to fulfill a fiduciary responsibility to GS Client Funds in making decisions to purchase, sell, hold or vote on, or take any other action with respect to, any financial instrument.

As used in this section, “Related Entities” are, as applicable, a person or entity’s subsidiaries, affiliates, portfolio companies and/or funds managed thereby.

The Brighthouse Financial Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated January 16, 2025, Brighthouse Financial engaged Goldman Sachs to act as its financial advisor in connection with the Merger. The engagement letter between Brighthouse Financial and Goldman Sachs provides for a transaction fee that is estimated at approximately $41 million, all of which is contingent upon consummation of the Merger. In addition, Brighthouse Financial has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Brighthouse Financial has engaged Wells Fargo Securities, LLC (“Wells Fargo”) as financial advisor to Brighthouse Financial in connection with the Merger. As part of such engagement, the Brighthouse Financial Board requested that Wells Fargo evaluate the fairness, from a financial point of view, to the holders of shares of Common Stock of the Merger Consideration to be received by such holders in the Merger. On November 5, 2025, at a meeting of the Brighthouse Financial Board held to evaluate the Merger, Wells Fargo rendered an oral opinion to the Brighthouse Financial Board, which was subsequently confirmed in writing by delivery of a written opinion to the Brighthouse Financial Board dated November 5, 2025, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Wells Fargo in preparing the opinion, the Merger Consideration to be paid to the holders of shares of Common Stock (other than Excluded Shares and Dissenting Shares (each as defined in the Merger Agreement)) in the Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Wells Fargo, dated November 5, 2025, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Wells Fargo in preparing the opinion, is attached as Annex C to this proxy statement. The summary of the opinion of Wells Fargo set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Wells Fargo’s written opinion was for the information and use of the Brighthouse Financial Board (in its capacity as such) in connection with its evaluation of the Merger Consideration in the Merger from a financial point of view and did not address any other aspect or implication (financial or otherwise) of the Merger. Wells Fargo expressed no opinion as to the fairness of any consideration paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of Brighthouse Financial and did not address the underlying business decision of the Brighthouse Financial Board or Brighthouse Financial to proceed with or effect the Merger. Wells Fargo’s opinion does not constitute advice or a recommendation to any stockholder of Brighthouse Financial or any other person as to how to vote or act on any matter relating to the Merger or any other matter.

In preparing its opinion, Wells Fargo:

In giving its opinion, Wells Fargo assumed and relied upon the accuracy and completeness of all information that was publicly available or was furnished to or discussed with Wells Fargo by Brighthouse Financial or otherwise reviewed by Wells Fargo. Wells Fargo did not independently verify any such information, and pursuant to the terms of Wells Fargo’s engagement by Brighthouse Financial, Wells Fargo did not assume any obligation to undertake any such independent verification. In relying on the Prospective Financial Information, Wells Fargo assumed it had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of management as to the future performance and financial condition of Brighthouse Financial. Wells Fargo expressed no view or opinion with respect to the Prospective Financial Information or the assumptions upon which it was based. Wells Fargo assumed any representations and warranties made by Brighthouse Financial and Parent in the Merger Agreement or in other agreements relating to the Merger were true and accurate in all respects that are material to Wells Fargo’s analyses and that Brighthouse Financial will have no exposure for indemnification pursuant to the Merger Agreement or such other agreements that would be material to Wells Fargo’s analyses.

Wells Fargo also assumed that the Merger would have the tax consequences described in discussions with, and materials provided to Wells Fargo by, Brighthouse Financial and its representatives. Wells Fargo also assumed, in the course of obtaining any regulatory or third-party consents, approvals or agreements in connection with the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Brighthouse Financial or the contemplated benefits of the Merger. Wells Fargo further assumed the Merger would be consummated in compliance with all applicable laws and regulations and in accordance with the terms of the Merger Agreement without waiver, modification or amendment of any term, condition or agreement thereof that would be material to Wells Fargo’s analyses or opinion and that the final form of the Merger Agreement would not differ from the draft reviewed by Wells Fargo in any respect material to Wells Fargo’s analyses or opinion. Wells Fargo made no analyses of, and expressed no opinion as to, the adequacy of the reserves, the long-term business provision and claims outstanding or the embedded value of Brighthouse Financial. In addition, Wells Fargo did not make any independent evaluation, inspection or appraisal of the assets or liabilities (contingent or otherwise) of Brighthouse Financial, nor was Wells Fargo furnished with any such evaluations or appraisals. Wells Fargo did not evaluate the solvency of Brighthouse Financial under any state or federal laws relating to bankruptcy, insolvency or similar matters. Wells Fargo further assumed that the final form of the Merger Agreement, when executed by the parties thereto, would conform to the draft reviewed by Wells Fargo in all respects material to its analyses and opinion.

Wells Fargo’s opinion only addressed the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of shares of Common Stock (other than Excluded Shares and Dissenting Shares) in the Merger and Wells Fargo expressed no opinion as to the fairness of any consideration paid in connection with the Merger to the holders of any other class of securities, creditors or other constituencies of Brighthouse Financial. Furthermore, Wells Fargo expressed no opinion as to any other aspect or implication (financial or otherwise) of the Merger or any other agreement, arrangement or understanding entered into in connection with the Merger or otherwise, including, without limitation, the fairness of the amount or nature of, or any other aspect relating to, any compensation or consideration to be received by or otherwise payable to any officers, directors or employees of any party to the Merger, or class of such persons, relative to the Merger Consideration or otherwise. Furthermore, Wells Fargo did not express any advice or opinion regarding matters that require legal, regulatory, accounting, insurance, tax, environmental, executive compensation or other similar professional advice and Wells Fargo relied upon the assessments of Brighthouse Financial and its advisors with respect to such advice.

Wells Fargo’s opinion was necessarily based upon information made available to Wells Fargo as of the date of its opinion and financial, economic, market and other conditions as they existed and could be evaluated on such date. Wells Fargo did not express any view or opinion as to any potential effects on Brighthouse Financial or the Merger (including the contemplated benefits thereof) of volatility in the credit, financial and stock markets and the industry in which Brighthouse Financial operates. Wells Fargo did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date of Wells Fargo’s opinion, notwithstanding that any such subsequent developments may affect such opinion. Wells Fargo’s opinion did not address the relative merits of the Merger as compared to any alternative transactions or strategies that might be available to Brighthouse Financial, nor did it address the underlying business decision of the Brighthouse Financial Board or Brighthouse Financial to proceed with or effect the Merger. Wells Fargo expressed no opinion as to the price at which the Common Stock may be traded at any time.

The terms of the Merger Agreement, including the Merger Consideration, were determined through arm’s-length negotiations between Brighthouse Financial and Parent, and the decision to enter into the Merger Agreement was solely that of the Brighthouse Financial Board. Wells Fargo’s opinion and financial analyses were only one of the many factors considered by the Brighthouse Financial Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Brighthouse Financial Board or the management of Brighthouse Financial with respect to the Merger or the Merger Consideration.

The summary of the financial analyses described below under this heading “The Merger — Opinions of Brighthouse Financial’s Financial Advisors — Opinion of Wells Fargo — Financial Analyses” is a summary of the material financial analyses utilized by Wells Fargo and reviewed with the Brighthouse Financial Board in connection with Wells Fargo’s opinion, dated November 5, 2025. The order of the analyses summarized below does not represent relative importance or weight given to those analyses by Wells Fargo. The following summary of the material financial analyses utilized by Wells Fargo does not purport to be a complete description of the analyses or data provided by Wells Fargo. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by Wells Fargo, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Wells Fargo’s financial analyses.

The estimates of the future financial performance in the “Selected Companies Analysis” and the “Selected Transactions Analysis” listed below were based on public filings, including SEC, state regulatory and foreign filings and research estimates for those companies, and the estimates of the future financial performance of Brighthouse Financial relied upon for the financial analyses described below were based on the Prospective Financial Information.

Wells Fargo reviewed certain data for selected companies with publicly traded equity securities that Wells Fargo deemed relevant. None of the selected companies used in Wells Fargo’s analysis is identical to Brighthouse Financial. The selected companies were selected by Wells Fargo because they were deemed comparable to Brighthouse Financial in one or more respects, including, among other things, products and services offered, customers, end-markets and financial performance.

Using publicly available information, Wells Fargo calculated multiples of each selected company’s trading price per share of such company’s common stock as of November 4, 2025 (or June 25, 2025, in the case of Corebridge Financial, Inc.) to (i) adjusted book value (excluding AOCI) per diluted share of such company outstanding, each as of the second quarter of 2025 and (ii) estimated next 12 months earnings per diluted share of such company as of November 4, 2025.

The selected companies considered in this analysis were:

Taking into account the results of the selected companies analysis, Wells Fargo applied (i) a multiple range of 0.35x to 0.55x to Brighthouse Financial’s adjusted book value (excluding AOCI) per diluted share of Common Stock outstanding as of November 4, 2025 as provided by Brighthouse Financial’s management and (ii) a multiple range of 2.50x to 4.50x to Brighthouse Financial’s estimated next 12 months earnings from the second quarter of 2025 based on the Prospective Financial Information and the average diluted shares of Common Stock outstanding from the third quarter of 2025 through the second quarter of 2026 as provided by Brighthouse Financial’s management, in each case, based on the Prospective Financial Information and Wells Fargo’s professional judgment and experience. These analyses indicated approximate implied equity value per share of Common Stock reference ranges for Brighthouse Financial of (i) $49.21 to $77.26 and (ii) $41.95 to $75.45, respectively, which were then compared to the Merger Consideration of $70.00 per share of Common Stock.

Wells Fargo considered certain financial terms of certain transactions involving target companies that Wells Fargo deemed relevant. The selected transactions were selected because they involved target companies that were similar to Brighthouse Financial in one or more respects.

The selected transactions considered in this analysis were:

None of the selected transactions reviewed was identical to the Merger and evaluation of the results of those analyses is not entirely mathematical. However, the selected transactions were chosen because certain aspects of the transactions, for purposes of Wells Fargo’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the Merger.

Wells Fargo calculated, for each of the selected transactions, the ratio of the deal value of the transaction to such target company’s book value (excluding AOCI) at or prior to transaction announcement. Taking into account the results of the selected transactions analysis, Wells Fargo applied a multiple range of 0.30x to 0.50x to Brighthouse Financial’s adjusted book value (excluding AOCI) as of the second quarter of 2025 per diluted share of Common Stock outstanding as of November 4, 2025 as provided by Brighthouse Financial’s management. This analysis indicated an approximate implied equity value per share of Common Stock reference range for Brighthouse Financial of $42.18 to $70.25, which was then compared to the Merger Consideration of $70.00 per share of Common Stock.

Wells Fargo performed a dividend discount analysis for Brighthouse Financial for the purpose of determining an implied equity value per share for the Common Stock. Wells Fargo recorded Brighthouse Financial’s projected capital return to the holders of shares of Common Stock for the last two quarters of the fiscal year ending December 31, 2025 through the full fiscal year ending December 31, 2027, based on the Prospective Financial Information. Wells Fargo calculated a range of terminal values for Brighthouse Financial as of December 31, 2027, by applying a range of terminal multiples of 0.30x to 0.50x to Brighthouse Financial’s projected adjusted book value (excluding AOCI) as of December 31, 2027, based on the Prospective Financial

Information. Wells Fargo then discounted the projected capital return estimates and the range of the terminal values to present value as of June 30, 2025, using discount rates ranging from 12.00% to 15.00%. This analysis indicated an approximate implied equity value per share of Common Stock reference range for Brighthouse Financial of $34.73 to $56.92, which was then compared to the Merger Consideration of $70.00 per share of Common Stock.

The foregoing summary does not purport to be a complete description of the analyses or data presented by Wells Fargo. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Wells Fargo believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, implied reference ranges from any particular analysis, combination of analyses or as otherwise described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of Wells Fargo with respect to the actual value of Brighthouse Financial. In arriving at its opinion, Wells Fargo did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, Wells Fargo considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses utilized by Wells Fargo are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, Wells Fargo’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Brighthouse Financial and the transactions compared to the Merger.

Wells Fargo is the trade name for certain capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities, LLC. Wells Fargo is an internationally recognized investment banking firm which is regularly engaged in providing financial advisory services in connection with mergers and acquisitions. Brighthouse Financial selected Wells Fargo as its financial advisor in connection with the Merger because of its qualifications, reputation and experience generally.

For services rendered in connection with the Merger, Brighthouse Financial has agreed to pay Wells Fargo an aggregate fee currently estimated to be approximately $41 million, of which approximately $5 million was payable upon the announcement of the Merger and approximately $36 million is contingent upon consummation of the Merger. In addition, Brighthouse Financial has agreed to reimburse Wells Fargo for certain expenses, including certain fees and disbursements of counsel, and to indemnify Wells Fargo and certain related parties for certain liabilities and other items, including liabilities under federal securities laws, arising out of Wells Fargo’s engagement.

As Wells Fargo informed the Brighthouse Financial Board in connection with Wells Fargo’s engagement, during the two years preceding the date of Wells Fargo’s opinion, Wells Fargo and its affiliates have had investment and/or commercial banking relationships with Brighthouse Financial, for which Wells Fargo and such affiliates received customary compensation. During the two-year period from September 2023 to September 2025, Wells Fargo and its affiliates received aggregate fees of less than $5 million from Brighthouse Financial for the services described above. Wells Fargo and its affiliates also are an agent and a lender under one or more credit facilities of Brighthouse Financial. In addition, as of October 6, 2025, Wells Fargo and its affiliates held, on a proprietary basis, less than 1% of the outstanding shares of the Common Stock. During the two years preceding the date of Wells Fargo’s opinion, neither Wells Fargo nor its affiliates have had material investment, commercial banking or financial advisory relationships with Aquarian Holdings, an affiliate of Aquarian. As Wells Fargo informed the Brighthouse Financial Board in connection with Wells Fargo’s engagement, during the two years preceding the date of Wells Fargo’s opinion, Wells Fargo and its affiliates have had investment and/or commercial banking relationships with Mubadala Capital and its affiliates, for which Wells Fargo and its affiliates received customary compensation. During the two-year period from September 2023 to September 2025, Wells Fargo and its affiliates received aggregate fees of less than $50 million from Mubadala Capital and its affiliates for the services described above. Wells Fargo and its affiliates also are an agent and a lender under one or more credit facilities of Mubadala Capital. In the ordinary course of business, Wells Fargo and its affiliates trade or otherwise effect transactions in the securities or other financial instruments (including bank loans or other obligations) of Brighthouse Financial, Aquarian Holdings and certain of their respective affiliates for their own accounts and for the accounts of their customers and, accordingly, may at any time hold a long or short position in such securities or financial instruments.

Brighthouse Financial does not, as a matter of course, make public forecasts or projections of its results of operations for extended periods, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates involved in generating such projections. As a result, Brighthouse Financial does not endorse projections or other unaudited prospective financial information as a reliable indication of future results. However, in connection with the Brighthouse Financial Board’s evaluation of a potential transaction, Brighthouse Financial’s management provided certain unaudited prospective financial information for fiscal years 2025 through 2027 (the “Prospective Financial Information”).

The Prospective Financial Information was not prepared with a view to public disclosure and is included in this proxy statement only because such information was (i) made available to Parent and certain of its representatives in connection with Parent’s due diligence review of Brighthouse Financial and (ii) provided to the Brighthouse Financial Board in connection with its evaluation of the Merger Agreement and the transactions contemplated thereby (including the Merger). The Prospective Financial Information was also provided to Brighthouse Financial’s financial advisors, Goldman Sachs and Wells Fargo, for their use and reliance in connection with their financial analyses and opinions as described in the section titled “— Opinions of Brighthouse Financial’s Financial Advisors.”

The Prospective Financial Information was not prepared with a view to compliance with U.S. Generally Accepted Accounting Principles (“GAAP”). Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures, as used in the Prospective Financial Information, may not be comparable to similarly titled amounts used by other companies or persons. Financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination are excluded from the definition of non-GAAP financial measures and therefore, are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Accordingly, Brighthouse Financial has not provided a reconciliation of the financial measures included in the Prospective Financial Information.

In addition, the Prospective Financial Information was not prepared with a view to compliance with the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Brighthouse Financial’s independent registered public accounting firm, nor any other independent accounting firm, has audited, reviewed, compiled, examined or performed any procedures with respect to the Prospective Financial Information, nor has any such firm expressed any opinion or any other form of assurance on such information, and no such firm assumes any responsibility for, and expresses no opinion on, the Prospective Financial Information.

The Prospective Financial Information prepared by Brighthouse Financial’s management and included in this proxy statement is subjective. The inclusion of the Prospective Financial Information in this proxy statement should not be regarded as an indication that Brighthouse Financial, Parent or any of their respective affiliates, advisors or representatives or any other persons have considered the Prospective Financial Information to be predictive of actual future events, and the Prospective Financial Information should not be relied upon as such. This summary of Prospective Financial Information is not being included in this proxy statement to influence your decision whether to vote in favor of the Merger Proposal, the Compensation Proposal, the Adjournment Proposal or any other proposal that may be voted upon at the Special Meeting, and you are cautioned not to place undue reliance on this information.

Although this summary of the Prospective Financial Information is presented with numerical specificity, the projections reflect numerous variables, assumptions and estimates as to future events made by Brighthouse Financial’s management that our management believed were reasonable at the time the Prospective Financial Information was prepared, taking into account the relevant information available to Brighthouse Financial’s management at the time. Important factors that may affect actual results and cause projections in the Prospective Financial Information to not be achieved include, but are not limited to, risks and uncertainties relating to the business of Brighthouse Financial (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive environment, general business and economic conditions and other risk factors referenced in the section titled “Special Note Regarding Forward Looking Statements.” Various assumptions underlying the Prospective Financial Information may not prove to have been, or may no longer be, accurate. The projections in the Prospective Financial Information may not be realized, and actual results may be significantly higher or lower than projected in the Prospective Financial Information. The Prospective Financial Information summarized above does not account for the effects of the Merger. The Prospective Financial Information also reflects assumptions as to certain business strategies or plans that are subject to change. The Prospective Financial Information does not take into account any circumstances or events occurring after the date they were prepared. The Prospective Financial Information covers multiple years, and such information by its nature becomes less predictive with each successive year.

Except to the extent required by applicable federal securities laws, Brighthouse Financial does not intend to, and expressly disclaims any responsibility for, updating or otherwise revising the Prospective Financial Information to reflect (i) circumstances existing after the date when the Prospective Financial Information was prepared or (ii) the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the Prospective Financial Information is shown to be inappropriate. By including in this proxy statement a summary of the Prospective Financial Information, neither Brighthouse Financial, Parent or any of their respective affiliates, advisors or representatives or any other persons make any representation to any person regarding the ultimate performance of Brighthouse Financial compared to the information contained in such financial forecasts, and should not be read to require such persons to do so.

Brighthouse Financial’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of Brighthouse Financial stockholders generally. You should keep this in mind when considering the recommendation of the Brighthouse Financial Board “FOR” the Merger Proposal. The members of the Brighthouse Financial Board were aware of these interests and considered them at the time they approved the Merger Agreement and in recommending that holders of shares of Common Stock adopt the Merger Agreement. These interests may include the following, among others in the section of this proxy statement titled “The Merger — Merger-Related Compensation for Brighthouse Financial Named Executive Officers.”:

Brighthouse Financial’s current executive officers (the “executive officers”) are as follows:

Brighthouse Financial’s current non-employee directors (the “directors”) are as follows:

For purposes of quantifying the potential payments and benefits described in this section, the following assumptions, as well as those described in the footnotes to the tables set forth below and in the section of this proxy statement titled “The Merger — Merger-Related Compensation for Brighthouse Financial Named Executive Officers,” were used:

The amounts quantified below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced. Accordingly, the actual amounts, if any, that may be paid or become payable to directors and executive officers may materially differ from such estimates. All amounts are rounded to the nearest whole number.

The executive officers currently hold Company RSU Awards and Company PSU Awards, and the directors currently hold Company RSU Awards, in each case, that were granted prior to November 6, 2025 (we refer to such awards as “Pre-Signing RSU Awards” and “Pre-Signing PSU Awards,” respectively). Certain executive officers also currently hold Company Stock Options, all of which have vested as of the date hereof and are exercisable (subject to applicable trading restrictions) without regard to the Merger (“Vested Stock Options”). Certain Pre-Signing Company RSU Awards held by certain directors have also vested as of the date hereof without regard to the Merger, with the settlement of such awards deferred by such directors pursuant to Brighthouse Financial’s deferred compensation plan for non-management directors (“Deferred RSU Awards”).

In addition, if an executive officer’s employment terminates on or after the executive officer’s “Rule of 65 Date” (other than a termination for “cause” (as defined in the Company’s Amended and Restated 2017 Stock Incentive Compensation Plan, effective March 27, 2025 (the “Stock Incentive Compensation Plan”), and as determined by Parent in good faith)), such executive is entitled to retain Pre-Signing RSU Awards and Pre-Signing PSU Awards, which will continue to vest as if the executive officer remained an active employee. The “Rule of 65 Date” is the date on which an individual’s age plus years of services equals or exceeds 65, provided the individual has at least 5 years of service. The “Rule of 65 Date” for each executive officer other than Ms. Lin has already occurred as of the date of this proxy statement, or, in the case of Mr. Lambert, will occur prior to the assumed Closing Date. In this proxy statement, we refer to the Pre-Signing RSU Awards held by all executive officers other than Ms. Lin as “Retirement-Vested RSU Awards,” since, as of the assumed Closing Date, they will not be subject to a continued service requirement or performance-related vesting conditions.

The Merger Agreement provides that, at the Effective Time, each Pre-Signing PSU Award and Pre-Signing RSU Award that is outstanding immediately prior to the Effective Time, will be deemed to be fully vested (to the extent not previously vested) and converted into the right to receive a cash payment, without interest, equal to (x) the Merger Consideration, multiplied by (y) the number of shares of Common Stock subject to such award, less any amounts that are required to be deducted or withheld under applicable law. The number of shares of Common Stock subject to each Pre-Signing PSU Award will be determined assuming target-level achievement of applicable performance vesting conditions; provided that, if the performance period applicable to any Pre-Signing PSU Award ended prior to the Effective Time, such determination will be based on the actual level of achievement of the applicable performance vesting conditions.

Assuming the Merger occurred on the assumed Closing Date, the estimated aggregate amount that would be realized by Brighthouse Financial’s executive officers as a group in respect of their Pre-Signing RSU Awards, Pre-Signing PSU Awards and Vested Stock Options are shown in the table below, with estimated amounts that would be realized by each of Messrs. Steigerwalt, Spehar, Lambert and Rosenthal and Ms. Lin (collectively, the “Named Executive Officers”) individually quantified below in the section of this proxy statement titled “The Merger — Merger-Related Compensation for Brighthouse Financial Named Executive Officers.” The foregoing estimates (and estimates below) exclude Company RSU Awards and Company PSU Awards currently held executive officers that will vest and convert into shares of Common Stock prior to the assumed Closing Date. Estimates in respect of Company PSU Awards held by executive officers reflect the number of shares of Common Stock subject to such awards assuming target-level achievement for the applicable performance vesting conditions. Estimates in respect of Vested Stock Options are based on the difference between $70.00 and the exercise price per option. Assuming the Merger occurred on the assumed Closing Date, all Pre-Signing RSU Awards held by the directors will become vested prior to the Closing Date such that no unvested Pre-Signing RSU Awards will be held by the directors.

Assuming the Effective Time has not occurred as of March 1, 2026 and June 1, 2026, respectively, subject to board or compensation committee approval, Brighthouse Financial expects to make annual grants of New Company RSU Awards to the executive officers, and annual grants of New Director RSU Awards to directors.

At the Effective Time, each New Company RSU Award, if any, will be canceled and converted into a Cash Award, equal to the product of (x) the Merger Consideration, multiplied by (y) the number of shares of Common Stock subject to such award. Each such Cash Award will vest in one-third installments on each of the first through third anniversaries of the applicable grant date (generally subject to continued employment through the applicable vesting date), and will otherwise be subject to the same vesting terms and payment schedule that would have been applicable to Company RSU Awards immediately prior to the Effective Time (including continued vesting following a termination without “cause” or constructive termination, in each case within the meaning of the Stock Incentive Compensation Plan). As of the date of this proxy statement, no executive officer has entered into any agreement with the Company regarding a New Company RSU Award.

At the Effective Time, each New Director RSU Award, if any, will become vested on a pro rata basis (based on time elapsed between June 1, 2026 and the Effective Time), and converted into the right to receive a cash payment, without interest, equal to (x) the Merger Consideration, multiplied by (y) the number of shares of Common Stock subject to the vested portion of such award. As of the date of this proxy statement, no director has entered into any agreement with the Company regarding a New Director RSU Award.

Each executive officer participates in the Brighthouse Services, LLC Change of Control Severance Pay Plan (the “Change of Control Plan”). If (i) an executive officer’s employment is terminated involuntarily without “cause” (as defined in the Change of Control Plan) within the six months preceding or two years following a “change of control” or (ii) an executive officer discontinues his or her employment for “good reason” within the two years after a “change of control,” such executive officer would be eligible to receive the following payments and benefits under the Change of Control Plan:

The closing of the Merger will constitute a “change of control” for purposes of the Change of Control Plan. Payment of these severance benefits is conditioned on an executive officer executing (and not revoking) a release of claims against Brighthouse Financial and agreeing to and abiding by certain covenants, including covenants related to non-interference with the Brighthouse Financial’s business that are set forth in the Change of Control Plan.

The estimated aggregate amount of severance payments and benefits that would be paid to or received by the executive officers as a group if the Merger were completed on the assumed Closing Date and each executive officer experienced a qualifying employment termination on the Closing Date is $25,242,242, with estimated amounts for each of the Named Executive Officers quantified below in the section of this proxy statement titled “The Merger — Merger-Related Compensation for Brighthouse Financial Named Executive Officers.”

In addition, independent of and without regard to the Merger, Brighthouse Financial and Mr. Lambert entered into a special cash award agreement on August 30, 2025, pursuant to which Mr. Lambert is eligible to receive a lump sum cash bonus of $1.0 million, subject to his continued employment through July 1, 2027. The full amount of the special cash award would become payable to Mr. Lambert in the event his employment is involuntarily terminated without “cause” (as defined in Brighthouse Services, LLC Executive Severance Pay Plan).

Pursuant to the Merger Agreement, each executive officer (and other individuals employed by Brighthouse Financial on the Closing Date) will be eligible to receive an annual bonus for the year in which the Closing Date occurs, generally subject to continued employment through the regularly scheduled bonus payment date. Each such annual bonus will be based on actual performance for the fiscal year in which the Closing Date occurs (the “Closing Year”); provided that each annual bonus will be no less than the executive officer’s target annual bonus opportunity for the Closing Year, prorated based on the number of days occurring from January 1 of the year in which the Closing Date occurs through the Closing Date. The target annual bonus for calendar year 2025 for each executive officer is as follows: $2,205,000 for Mr. Steigerwalt, $1,050,000 for Mr. Spehar, $587,500 for Ms. Huss, $980,000 for Mr. Lambert, $737,500 for Ms. Lin and $1,121,250 for Mr. Rosenthal.

If an executive officer’s employment is terminated by the Surviving Corporation without “cause” (as defined in the Stock Incentive Compensation Plan, and as determined by Parent in good faith) prior to the payment date, the executive officer will, (i) subject to the executive officer’s execution and non-revocation of a general release of claims in favor of Parent, the Surviving Corporation and their respective subsidiaries and affiliates and (ii) without duplication for any annual bonus payable to the executive officer under the Change of Control Plan or any other benefit plan providing for severance payments, receive the executive officer’s annual bonus for the Closing Year, prorated for the number of months of the executive officer’s employment that have commenced during the Closing Year and based on the established annual bonus target opportunity for the executive officer.

As of the date of this proxy statement, none of the executive officers have entered into any definitive agreement with Parent or any of its affiliates regarding continued employment with Parent, the Surviving Corporation or one or more of their affiliates. Prior to, or following the Effective Time, however, some or all of the executive officers may discuss or enter into definitive agreements (which will take effect on or after the Effective Time) with Parent or its affiliates regarding employment with, or the right to receive compensation and benefits from, Parent or one or more of its affiliates (including the Surviving Corporation). In addition, pursuant to the Merger Agreement, as described under “The Merger Agreement — Employee Matters,” Parent has agreed that it will provide, or will cause the Surviving Corporation to provide, during the continuation period (as defined below), certain levels of compensation and benefits to individuals employed by Brighthouse Financial and its subsidiaries immediately prior to the Effective Time.

The Merger Agreement provides for certain indemnification arrangements for Brighthouse Financial’s current officers and directors and the continuation of certain insurance arrangements for Brighthouse Financial’s current officers and directors for six years after the Effective Time. In addition, Brighthouse Financial may pay any unpaid quarterly installment of the directors’ cash

retainer for the calendar quarter in which the Effective Time occurs on or prior to the Closing Date and without proration. If determined to be appropriate, Brighthouse Financial may also implement strategies in consultation with Parent to mitigate the impact of Sections 280G and 4999 of the Code with respect to payments and other benefits that may be payable to executive officers in connection with the Merger, including entry into or expansion of non-competition covenants to which the executive officers may be subject.

The table below provides information required by Item 402(t) of Regulation S-K regarding the compensation for each Named Executive Officer that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the Merger-related compensation payable to the Named Executive Officers. The Merger-related compensation payable to these individuals is the subject of an advisory (non-binding) vote of Brighthouse Financial’s stockholders, as described below in the section of this proxy statement titled “Proposals for the Special Meeting — The Compensation Proposal.”

The amounts shown in the table below are estimates (on a pre-tax basis) based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including an assumed Closing Date (solely for purposes of this disclosure) of June 30, 2026, the other assumptions described below and above in the section of this proxy statement titled “The Merger — Interests of Brighthouse Financial Directors and Executive Officers in the Merger — Certain Assumptions” and in the footnotes to the table. In addition, the amounts shown in the table do not reflect certain compensation actions that may occur before completion of the Merger. As a result, the actual amounts, if any, to be received by a Named Executive Officer may materially differ from the amounts set forth below. Accordingly, for purposes of calculating such amounts, the following assumptions were used:

Holders of record and beneficial owners of shares of Common Stock have the right under Section 262 of the DGCL to dissent from the Merger and to seek appraisal of the fair value of their shares of Common Stock, as determined in accordance with Delaware law. The judicially determined fair value under Section 262 could be greater than, equal to or less than the $70.00 per share of Common Stock that holders of shares of Common Stock are entitled to receive in the Merger. To exercise appraisal rights or to preserve the right to do so, holders of record and beneficial owners of shares of Common Stock who wish to do so must precisely follow the specific procedures set forth in Section 262 of the DGCL in a timely manner. Failure to strictly comply with these procedures will result in a loss of appraisal rights. These procedures are described in the section titled “Appraisal Rights,” and Section 262 of the DGCL, which governs such rights and procedures and can be accessed at https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Prior to the Effective Time, Brighthouse Financial will cooperate with Parent and use reasonable best efforts to cause the Common Stock to be delisted from Nasdaq as promptly as reasonably practicable after the Effective Time and deregistered under the Exchange Act as promptly as reasonably practicable following such delisting. If the Merger is completed, the Common Stock will be delisted from Nasdaq and deregistered under the Exchange Act. Brighthouse Financial will no longer be required to file periodic reports with the SEC on account of the Common Stock.

The Merger Agreement permits Brighthouse Financial to declare and pay periodic cash dividends on the Preferred Stock not in excess of $412.50 per share on the Series A Preferred Stock, $421.875 per share on the Series B Preferred Stock, $335.9375 per share on the Series C Preferred Stock and $289.0625 per share on the Series D Preferred Stock, in each case, per quarter during the interim period between the date of the Merger Agreement and the Effective Time. The Merger Agreement provides that the Preferred Stock, each series of which underlies depositary shares each representing a 1/1,000th interest in such series of Preferred Stock, will, immediately following the Effective Time, remain issued and outstanding and entitled to the same dividends and all other preferences, privileges and other special rights, and qualifications, limitations and restrictions set forth in the certificates of designations applicable to each such series of Preferred Stock. As a result, the holders of the Preferred Stock and the depositary shares representing the Preferred Stock are not entitled to vote on the Merger Proposal, the Compensation Proposal or the Adjournment Proposal. Immediately following the Effective Time, the depositary shares representing the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock will remain listed on Nasdaq under the symbols “BHFAP,” “BHFAO,” “BHFAN” and “BHFAM,” respectively, and will remain registered by Brighthouse Financial under the Exchange Act.

Immediately following the Effective Time, each of Brighthouse Financial’s Junior Subordinated Debentures, 3.700% Senior Notes due 2027, 5.625% Senior Notes due 2030, 4.700% Senior Notes due 2047 and 3.850% Senior Notes due 2051 will remain outstanding as an obligation of Brighthouse Financial. Immediately following the Effective Time, the Junior Subordinated Debentures will remain listed on Nasdaq under the symbol “BHFAL” and will remain registered by Brighthouse Financial under the Exchange Act.

Parent may decide, following the Merger, to delist the depositary shares representing the Preferred Stock or the Junior Subordinated Debentures, to deregister such depositary shares or the Junior Subordinated Debentures under the Exchange Act or to take other action with respect to such depositary shares, the Preferred Stock or the Junior Subordinated Debentures, in each case, subject to the terms of the instruments governing the rights of the holders thereof. If the Junior Subordinated Debentures or any series of the Preferred Stock remains listed on Nasdaq and registered under the Exchange Act, Brighthouse Financial will be required to file periodic reports with the SEC.

The following is a general summary of the anticipated U.S. federal income tax consequences relating to the exchange of shares of Common Stock for cash pursuant to the Merger by U.S. Holders (as defined below). This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, each all as in effect on the date hereof. Future legislative, judicial or administrative modifications, revocations or interpretations, which may or may not be retroactive, may result in U.S. federal income tax consequences significantly different from those summarized in this discussion. We have not sought, and do not intend to seek, any ruling from the Internal Revenue Service (the “IRS”) or any other taxing authority with respect to any of the U.S. federal income tax consequences summarized in this discussion. There can be no assurance that the IRS will not challenge any of the consequences summarized below, or that a court will not sustain any such challenge by the IRS.

As used in this discussion, the term “U.S. Holder” means a beneficial owner of a share of Common Stock that, for U.S. federal income tax purposes, is (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity taxable as a corporation) created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or (iv) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over its administration and for which one or more U.S. persons have the authority to control all substantial decisions or (y) that has in effect a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership (including any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of Common Stock, the U.S. federal income tax consequences relating to the exchange of shares of Common Stock for cash pursuant to the Merger will depend in part upon the status and activities of such entity or arrangement and the particular partner. Any such partner or partnership (or entity or arrangement treated as a partnership for U.S. federal income tax purposes) should consult its own tax advisor regarding the U.S. federal income tax consequences applicable to it relating to the exchange of shares of Common Stock for cash pursuant to the Merger.

This summary is for general information only and does not constitute tax advice. This summary does not address all aspects of U.S. federal income taxation that may be relevant to holders in light of their particular circumstances. In addition, this discussion does not apply to certain categories of holders that are subject to special rules under U.S. federal income tax law, such as (i) banks, financial institutions or insurance companies; (ii) regulated investment companies or real estate investment trusts; (iii) brokers or

dealers in securities or currencies or traders in securities that elect mark-to-market treatment; (iv) private university endowments and other tax-exempt organizations, pension funds, qualified retirement plans, individual retirement accounts or other tax-deferred accounts; (v) holders that validly exercise appraisal rights in connection with the Merger; (vi) holders that acquired shares of Common Stock as compensation for or otherwise in connection with the performance of services; (vii) holders that own shares of Common Stock as part of a straddle, hedge, constructive sale, conversion transaction or other integrated investment; (viii) holders that are liable for the “alternative minimum tax” under the Code; (ix) U.S. Holders whose functional currency is not the United States dollar; (x) partnerships (or entities or arrangements treated as partnerships for U.S. federal income tax purposes) and other pass-through entities (including S-corporations) and investors therein; (xi) U.S. expatriates, former citizens or long-term residents of the United States; or (xii) holders who are not U.S. Holders. This discussion does not address any tax consequences arising under any state, local or non-U.S. tax laws, U.S. federal estate or gift tax laws or the 3.8% Medicare tax on certain net investment income. In addition, this discussion applies only to holders that hold their shares of Common Stock as capital assets (generally, property held for investment) for U.S. federal income tax purposes.

HOLDERS OF SHARES OF COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSEQUENCES RELATING TO THE EXCHANGE OF SHARES OF COMMON STOCK FOR CASH PURSUANT TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

The exchange of shares of Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) such U.S. Holder’s adjusted tax basis in its shares of Common Stock. Generally, the gain or loss will be capital gain or loss and will be long-term capital gain or loss if the shares of Common Stock exchanged were held for more than one year as of the date of the exchange (i.e., in this case, the Effective Time). Long-term capital gains of certain non-corporate U.S. Holders generally are subject to U.S. federal income tax at preferential rates. The deduction of capital losses is subject to limitations. Gain or loss must be calculated separately for each block of shares of Common Stock (i.e., shares of Common Stock acquired for the same cost in the same transaction) exchanged for cash pursuant to the Merger.

Information reporting generally will apply to the exchange of shares of Common Stock for cash pursuant to the Merger, unless such U.S. Holder is an entity that is exempt from information reporting and, when required, demonstrates this fact. Any payment to a U.S. Holder received in exchange for Common Stock pursuant to the Merger that is subject to information reporting generally will also be subject to backup withholding at a rate of 24%, unless such U.S. Holder provides the appropriate documentation (generally, IRS Form W-9) to the applicable withholding agent certifying under penalties of perjury that such U.S. Holder is a U.S. person for U.S. federal income tax purposes, that the taxpayer identification number provided is correct, and that such U.S. Holder is not subject to backup withholding, or the U.S. Holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, if any, provided that such U.S. Holder files the appropriate claim for refund with the IRS and furnishes the required information on a timely basis to the IRS.

The consummation of the Merger is subject to the satisfaction or waiver of certain governmental and regulatory clearance procedures, including the receipt of approvals or non-disapprovals from certain U.S. state insurance regulators and FINRA, as well as early termination or expiration of the waiting period under the HSR Act. Under the Merger Agreement, Parent, Merger Sub and Brighthouse Financial are also obligated to use reasonable best efforts to seek and obtain certain other approvals and non-disapprovals from governmental entities, and to make certain other filings and provide certain notices, which approvals, non-disapprovals, filings and notices are not conditions to the closing of the Merger or prerequisites for the closing of the Merger under applicable law and regulation.

While we believe that Parent and Brighthouse Financial will receive the approvals and non-disapprovals discussed below that are prerequisites to the consummation of the Merger under the Merger Agreement and applicable law and regulation, Parent and Brighthouse Financial may not obtain all such approvals.

The insurance laws and regulations of the U.S. states of Delaware, Massachusetts and New York, jurisdictions where insurance subsidiaries of Brighthouse Financial are domiciled, generally require that, prior to the acquisition of control of an insurance company domiciled in those jurisdictions, the acquiring person obtain the approval of a Form A Filing by the insurance regulator of each such jurisdiction for such acquisition of control. Accordingly, Parent made the requisite Form A Filings with each of the U.S. state insurance regulators referenced above, seeking approval of the acquisition of the control of the insurance subsidiaries of Brighthouse Financial, on December 22, 2025. The Merger cannot be consummated before Parent has obtained such approvals.

The insurance laws and regulations of the U.S. state of Texas, where a subsidiary of Brighthouse Financial is licensed as an agent, generally require that, prior to the change of control of a company licensed in Texas as an agent, the acquiring person notify the insurance regulator in Texas of such change of control. Accordingly, Parent made the requisite change of control notice filing with respect to the change of control of the Broker-Dealer, which holds an agency license in Texas, with the insurance regulator in Texas on December 22, 2025.

The insurance laws and regulations of certain states require that a pre-acquisition notification on Form E be filed with the state insurance regulatory authorities regarding the acquisition of control of a non-domiciliary insurance company doing business in that state if the acquisition would result in specified levels of market concentration. While these Form E prior notification statutes do not authorize the state insurance regulatory authorities to disapprove the acquisition of control, they authorize regulatory action in the affected state, including requiring the insurance company to cease and desist from doing certain types of business in the affected state. Pursuant to the Merger Agreement, Parent made the requisite Form E Filings with each applicable state insurance regulator on December 22, 2025. The non-disapproval from the insurance regulators in Alabama, Delaware and North Dakota of the applicable Form E Filings are conditions to the closing of the Merger.

The insurance laws and regulations of certain states also require that, prior to entry into a transaction by an insurance company with an affiliate, a prior notice of a transaction on Form D be filed with the insurance regulator of the state of domicile of such insurance company. Pursuant to the Merger Agreement, Parent made the requisite Form D filings with Delaware, Massachusetts and New York with respect to investment management agreements to be entered into at closing of the Merger between affiliates of Aquarian Holdings, on the one hand, and BLIC, BHNY and NELICO, on the other and a services agreement to be entered into at closing of the Merger between Brighthouse Financial (on behalf of itself and its subsidiaries) and an affiliate of Aquarian (the “Form D Filings”) on December 22, 2025. The receipt of approvals from the insurance regulators in Delaware and Massachusetts with respect to the applicable Form D Filings are conditions to the closing of the Merger.

Under FINRA Rule 1017, the change of control of any broker-dealer may not be completed until notifications have been given and/or consent has been obtained from FINRA. Brighthouse Financial submitted a CMA application with FINRA for approval of a change of ownership or control of the Broker-Dealer and requested “Fast Track” approval on December 8, 2025. The Merger cannot be consummated before Brighthouse Financial has obtained such approval.

Brighthouse Financial is also obligated to, as promptly as reasonably practicable, cause the Broker-Dealer to file or cause to be filed a notice or other filing with any applicable state securities authority where pre-closing filings are required.

Under the HSR Act, the Merger may not be completed until certain information and materials have been provided by Parent and Brighthouse Financial to the Antitrust Division and the FTC, and the applicable waiting period under the HSR Act has expired or been terminated. The parties filed the required notifications with the Antitrust Division and the FTC on December 19, 2025. On that basis, the applicable waiting period under the HSR Act would be scheduled to expire at 11:59 p.m. Eastern Standard Time on January 20, 2026, unless earlier terminated by the Antitrust Division or the FTC.

The Antitrust Division and the FTC frequently scrutinize the legality of transactions, such as the Merger, under antitrust, competition and trade regulation law (the “Antitrust Laws”). At any time before or after the Merger, the Antitrust Division, the FTC or a state attorney general could take action under the Antitrust Laws as it deems necessary or desirable in the public interest, including seeking to enjoin the Merger or seeking divestiture of substantial businesses or assets of Parent, Brighthouse Financial or their respective affiliates. Private parties may also bring legal actions under the Antitrust Laws in certain circumstances. There can be no assurance that a challenge to the Merger on antitrust grounds will not be made or, if a challenge is made, of the result.

Brighthouse Financial, Aquarian and Mubadala Capital have made a draft joint voluntary filing with CFIUS relating to Mubadala Capital’s indirect financing of Parent for the Merger. The obtaining of approval by CFIUS is not, however, a condition to the Merger, the closing or Parent’s and Merger Sub’s obligations under the Merger Agreement.

Upon the terms and subject to the conditions set forth in the Merger Agreement, Brighthouse Financial, Merger Sub and Parent are obligated to cooperate with each other and use (and cause their respective subsidiaries to use) their respective reasonable best efforts to consummate the Merger and the other transactions contemplated by the Merger Agreement as promptly as reasonably practicable. Their obligations in this regard include preparing and filing in the most expeditious manner reasonably practicable all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents with certain governmental entities.

Notwithstanding the foregoing, Parent is not required, in connection with obtaining a required regulatory approval, to take or refrain from taking, or agree to it, its investors, their respective affiliates, Brighthouse Financial or Brighthouse Financial’s subsidiaries taking or refraining from taking, any action that would or would reasonably be expected to be a Burdensome Condition, as described in the section titled “The Merger Agreement — Efforts to Complete the Merger.”

This section describes the material terms of the Merger Agreement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. Information about the Merger can be found elsewhere in this proxy statement and in the public filings we make with the SEC, as described in the section titled “Where You Can Find More Information.”

The Merger Agreement has been included to provide investors and stockholders with information regarding its terms. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were made solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures contained in the disclosure letters exchanged between the parties in connection with the execution of the Merger Agreement (such disclosures include information that has been included in Brighthouse Financial’s public disclosures, as well as additional non-public information); may have been made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Brighthouse Financial, Parent, Merger Sub or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Brighthouse Financial’s public disclosures.

Upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into Brighthouse Financial. As a result of the Merger, the separate corporate existence of Merger Sub will cease, and Brighthouse Financial will be the surviving entity in the Merger and will become an indirect wholly-owned subsidiary of Parent. Following the Merger, the Common Stock will no longer be publicly traded, will be delisted from Nasdaq and will be deregistered under the Exchange Act.

The Merger will become effective upon Brighthouse Financial’s filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as may be agreed by Brighthouse Financial and Parent and set forth in the certificate of merger. The closing of the Merger will occur on the date that is the sixth business day following the date of the satisfaction or waiver of the conditions to consummation of the Merger set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the closing) or at such other time as Brighthouse Financial and Parent may agree in writing.

Pursuant to the Merger Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) the Common Stock owned by the Company, Parent, Merger Sub or their wholly-owned subsidiaries, (ii) the Common Stock owned by the Company as treasury stock, (iii) the Common Stock held by holders exercising appraisal rights or (iv) certain Common Stock subject to a Company Stock Option, Company RSU Award or Company PSU Award) will automatically be canceled and cease to exist, and be converted into the right to receive the cash payment described below in the section titled “— Consideration to Be Received in the Merger.”

At the Effective Time, Parent will become, indirectly, the sole owner of all of the shares of Common Stock, and the Company will become an indirect wholly-owned subsidiary of Parent. Therefore, the holders of shares of Common Stock as of immediately prior to the Effective Time will cease to have direct or indirect ownership interests in the Company or rights as stockholders, will not participate in any future earnings or growth of the Company, will not benefit from any appreciation in value of the Company and will not bear the future risks of the Company’s operations.

The Preferred Stock, each series of which underlies depositary shares each representing a 1/1,000th interest in such series of Preferred Stock, will remain issued and outstanding immediately following the Effective Time, and immediately following the Effective Time will remain entitled to the same dividends and all other preferences, privileges and other special rights, and qualifications, limitations and restrictions set forth in the certificates of designations applicable to each series of Preferred Stock.

Following the completion of the Merger, the Common Stock will be delisted from Nasdaq, will be deregistered under the Exchange Act and will cease to be publicly traded. As a result, we will no longer file periodic reports or current reports with the SEC on account of the shares of Common Stock. Immediately following the Merger, the Surviving Corporation will continue to make securities filings in connection with the depositary shares representing interests in the Preferred Stock and the Junior Subordinated Debentures, in each case to the extent such filings are required under SEC rules and regulations or by contractual obligations. Parent may decide, following the Merger, to delist the depositary shares representing the Preferred Stock or the Junior Subordinated Debentures, to deregister such depositary shares or the Junior Subordinated Debentures under the Exchange Act or to take other action with respect to such depositary shares, the Preferred Stock or the Junior Subordinated Debentures, at which time periodic SEC filings on account of the depositary shares, the Preferred Stock and the Junior Subordinated Indentures may no longer be required.

The directors of Merger Sub immediately prior to the Effective Time will be the initial directors of the Surviving Corporation until their earlier death, resignation or removal or until their respective successors are duly elected or appointed and qualified. The officers of Merger Sub immediately prior to the Effective Time will be the initial officers of the Surviving Corporation until their earlier death, incapacitation, retirement, resignation or removal or until their respective successors are duly appointed and qualified.

At the Effective Time, (i) the certificate of incorporation of the Surviving Corporation will be amended and restated in substantially the form of the certificate of incorporation attached to the Merger Agreement as Exhibit A and (ii) the bylaws of the Surviving Corporation will be amended and restated in substantially the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation will remain as Brighthouse Financial, Inc., until thereafter changed or amended as provided therein or pursuant to applicable law.

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to receive $70.00, net in cash, without interest and less any amounts that are required to be deducted or withheld under applicable law (as defined above, the “Merger Consideration”), and each outstanding and unvested Company Stock Option, Company RSU Award (granted prior to November 6, 2025) or Company PSU Award will vest and be converted into the right to receive the cash payment described below in the section titled “— Treatment of Outstanding Equity-Based Awards.” However, the Merger Consideration will not be paid in respect of any shares of Common Stock (a)(i) owned by the Company, Parent or Merger Sub (or any of their wholly-owned subsidiaries) immediately prior to the Effective Time or (ii) held in treasury of the Company and (b) outstanding immediately prior to the Effective Time that are held of record or beneficially owned by a holder or beneficial owner of Common Stock who has not voted for the Merger, has properly demanded appraisal of such shares in accordance with Delaware law, and as of the Effective Time, has not waived, withdrawn or lost rights to such appraisal under Delaware law (“Appraisal Shares”).

At the Effective Time, Appraisal Shares will not be converted into the right to receive the Merger Consideration, but, instead, holders or beneficial owners of Appraisal Shares will be entitled to payment of the fair value of such shares in accordance with Section 262 of the DGCL. If any such holder or beneficial owner of Appraisal Shares fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines that such person is not entitled to the relief provided by Section 262 of the DGCL, then the right of such person to be paid the fair value of such holder’s Appraisal Shares under the DGCL will cease and such person’s Appraisal Shares will be deemed to have been converted at the Effective Time into, and will have become, the right to receive the Merger Consideration without interest or any other payments. The Company will provide prompt written notice to Parent of any demands for appraisal, attempted waivers or withdrawals of such demands and any other instruments served pursuant to the DGCL received by Brighthouse Financial, and Parent will have the right to direct, in consultation with Brighthouse Financial, any negotiations and proceedings with respect to such demands. The Company will not, without the prior written consent of Parent, make any voluntary payment with respect to, or settle or offer to settle, any such demands, and Parent will not, without prior written consent of Brighthouse Financial, require Brighthouse Financial to make any such payment.

Company Stock Options. Upon the Effective Time, each vested and unvested Company Stock Option that is outstanding immediately prior to the Effective Time will be canceled in exchange for the right to receive an amount in cash, without interest, equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price of such Company Stock Option. Such amount, less any amounts that are required to be deducted or withheld under applicable law, will be paid through the payroll of the Surviving Corporation (or its applicable subsidiary).

Pre-Signing RSU Awards. Upon the Effective Time, each vested and unvested Company RSU Award that was granted prior to November 6, 2025, and that is outstanding immediately prior to the Effective Time will be canceled in exchange for the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Common Stock subject to such award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. Any such amount will be paid through the payroll of the Surviving Corporation (or its applicable subsidiary).

New Company RSU Awards. Each Company RSU Award granted to any employee of Brighthouse Financial or one of its subsidiaries on or after November 6, 2025, if any, and that is outstanding immediately prior to the Effective Time, will be canceled and converted into a contingent right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Common Stock subject to such award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. Such contingent right will be eligible to vest and become payable pursuant to the terms of the applicable award agreement for such Company RSU Award. The treatment of outstanding Company RSU Awards granted to non-employee directors after November 6, 2025, if any (each, a “New Director RSU Award”) is described in the section titled “The Merger — Interests of Brighthouse Financial Directors and Executive Officers in the Merger.”

Company PSU Awards. Upon the Effective Time, each vested and unvested Company PSU Award that is outstanding immediately prior to the Effective Time will be canceled in exchange for the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Common Stock subject to such award immediately prior to the Effective Time multiplied by (ii) the Merger Consideration, calculated as (A) to the extent the performance period applicable to such Company PSU Award has ended prior to the Effective Time, assuming achievement of the performance vesting conditions applicable to the Company PSU Award at the actual level of performance, as reasonably determined by Brighthouse Financial after consultation with Parent, and (B) to the extent the performance period applicable to such Company PSU Award has not ended prior to the Effective Time, assuming achievement of the performance vesting conditions applicable to the Company PSU Award at the target level of performance. Such amount will be paid through the payroll of the Surviving Corporation (or its applicable subsidiary).

ESPP Purchase Right. The Brighthouse Financial Board has taken and will take all corporate actions required under Brighthouse Financial’s Amended and Restated Employee Stock Purchase Plan, effective April 3, 2024 (the “Company ESPP”) and applicable law to (i) suspend the Company ESPP so that no further offering periods will commence after the date of the Merger Agreement, (ii) provide that (A) there will be no increase in the amount of participants’ payroll deduction elections under the Company ESPP and (B) no individuals will commence participation in the Company ESPP and (iii) cause the Company ESPP to terminate as of the Effective Time. For the offering period in effect on the date of the Merger Agreement, each Company ESPP purchase right will be exercised in accordance with the terms of the Company ESPP on the regularly scheduled exercise date for such offering period; provided that, if the Closing Date occurs prior to the scheduled exercise date for such offering period, then each Company ESPP participant’s accumulated payroll deductions and other cash contributions under the Company ESPP will be used to purchase Common Stock, and the ESPP purchase right for such offering period will be exercised five business days prior to the Effective Time. Each share of Common Stock purchased under the Company ESPP will, at the Effective Time, be canceled and converted into the right to receive an amount in cash, without interest, equal to the Merger Consideration.

All shares of Common Stock are uncertificated and held in book-entry form. At or prior to the Effective Time, Parent will deposit, or cause to be deposited, with the Paying Agent, in trust for the benefit of holders of shares of Common Stock entitled to the Merger Consideration, the amount of cash sufficient to pay the aggregate Merger Consideration. Holders of shares of Common Stock will, automatically upon the Effective Time (or at any later time at which such book-entry shares are so converted) be entitled to receive, as promptly as practicable after the Effective Time, and Parent will cause the Paying Agent to pay and deliver, the Merger Consideration to which such holder is entitled as a result of the Merger.

The Merger Agreement contains representations and warranties of Brighthouse Financial, Parent and Merger Sub regarding, among other things:

Brighthouse Financial made additional representations and warranties regarding, among other things:

Parent and Merger Sub made additional representations and warranties regarding, among other things:

Certain of the representations and warranties in the Merger Agreement are qualified as to “materiality,” “Company Material Adverse Effect” or “Parent Material Adverse Effect.”

The Merger Agreement provides that a “Company Material Adverse Effect” means any state of facts, change, development, event, effect, condition or occurrence arising on or after the date of the Merger Agreement that, individually or in the aggregate, would, or would reasonably be expected to, (i) prevent, materially impair or materially delay the Company’s ability to perform its material obligations under the Merger Agreement or to consummate the transactions (including the Merger) on or before September 6, 2026 (or, under certain circumstances described below, December 6, 2026, as applicable, the “Outside Date”) or (ii) have a material adverse effect on the condition (financial or otherwise), business, operations, assets and liabilities or results of operations of the Company and its subsidiaries, taken as a whole, excluding any such effect resulting from or arising out of:

With respect to the first, second and third items listed above, those states of fact, changes, developments, events, conditions or occurrences will be taken into account in determining whether there has been, or would reasonably be expected to be, a Company

Material Adverse Effect, solely to the extent the impact on the Company and its subsidiaries, taken as a whole, is disproportionately adverse compared to the impact on other companies operating in the industries in which the Company and its subsidiaries operate. With respect to the sixth, seventh and eighth items listed above, such exceptions do not preclude a determination that the underlying cause is a Company Material Adverse Effect.

The Merger Agreement provides that “Parent Material Adverse Effect” means any state of facts, change, development, event, effect, condition or occurrence that would, individually or in the aggregate, prevent, materially impair or materially delay Parent’s or Merger Sub’s ability to perform its material obligations under the Merger Agreement or to consummate the transactions contemplated by the Merger Agreement (including the Merger) on or before the Outside Date.

The Company has agreed to certain covenants in the Merger Agreement restricting the conduct of the business of the Company and its subsidiaries between the date of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement. The general effect of these covenants is that, during such interim period, the Company and its subsidiaries will be limited in their ability to pursue strategic and operational matters outside the ordinary course of business. The Company has agreed that it and its subsidiaries will conduct their business in the ordinary course consistent with past practice in all material respects and use reasonable best efforts to preserve intact their business organizations, goodwill and assets, to keep available the services of its current key officers and employees and preserve its present, material relationships with governmental entities and other key third parties, including customers, reinsurers, distributors, suppliers and other persons with whom the Company and its subsidiaries have business relationships.

In addition, the Company has agreed to specific restrictions relating to the conduct of the business of the Company and its subsidiaries between the date of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement, including not to take (or permit any of its subsidiaries to take) the following actions (subject, in each case, to exceptions specified below and in the Merger Agreement or previously disclosed in writing to Parent as provided in the Merger Agreement or as consented to in writing in advance by Parent (which consent may not be unreasonably withheld, delayed or conditioned)) or as required by law:

Under the terms of the Merger Agreement, the Company and Parent are obligated, and are obligated to cause their respective subsidiaries to, use reasonable best efforts, in consultation and cooperation with each other, to

The obligations of Parent and Merger Sub under the Merger Agreement to consummate the transactions contemplated by the Merger Agreement are not, however, subject to conditions relating to obtaining third-party consents, except as contemplated by the Merger Agreement.

The Company and Parent are further required to:

Under the Merger Agreement, Brighthouse Financial is obligated to cause the Broker-Dealer to file a CMA with FINRA. The Broker-Dealer filed the CMA and requested “Fast Track” treatment on December 8, 2025. Brighthouse Financial is also obligated to, as promptly as reasonably practicable, cause the Broker-Dealer to file or cause to be filed a notice or other filing with any applicable state securities authority where pre-closing filings are required.

Under the Merger Agreement, the Company and Parent are obligated to submit notifications required under the HSR Act relating to the transactions contemplated by the Merger Agreement (including the Merger). The parties filed the required notifications with the Antitrust Division and the FTC on December 19, 2025.

Parent is obligated to, and must cause its affiliates to, file or cause to be filed with the applicable governmental entities the Form A Filings, the Form E Filings or similar market share notifications, and declarations, the Form D Filings and any other filings and notifications necessary to obtain the required consents, in each case, as promptly as reasonably practicable. Parent made the requisite filings on December 22, 2025.

Notwithstanding the foregoing, Parent is not required, in connection with obtaining a required regulatory approval, to take or refrain from taking, or agree to it, Aquarian, their respective affiliates, the Company or the Company’s subsidiaries taking or refraining from taking, any action that would or would reasonably be expected to be a Burdensome Condition. Under the Merger Agreement, a Burdensome Condition is any limitation, action, restriction, condition or requirement that would, or would reasonably be expected to:

Brighthouse Financial and Parent must promptly confer in good faith for a reasonable period of time to exchange and review their respective views and positions as to any potential Burdensome Condition and discuss, present to and reasonably engage with the applicable governmental entity regarding any reasonable approaches or actions that would avoid any Burdensome Condition or mitigate its impact so that it would no longer be a Burdensome Condition.

A subsidiary of the Company, Brighthouse Investment Advisers, LLC (the “RIA Subsidiary”), is party to agreements or arrangements that contemplate the performance by the RIA Subsidiary of discretionary or non-discretionary investment advisory or investment management (including sub-advisory or other similar) services to, or otherwise managing any investment or trading account of, or for, registered investment companies (each, an “Advisory Contract”). In connection with obtaining any approvals and consents related to such Advisory Contracts pursuant to the Merger Agreement in accordance with the U.S. Investment Company Act of 1940 (the “Investment Company Act”) and the U.S. Investment Advisers Act (the “Investment Advisers Act”) the Company will cause the RIA Subsidiary to use its reasonable best efforts to (i) solicit the board of directors or other similar governing body of each such registered investment company (each, a “Fund Board”) to approve (and recommend that the shareholders of such registered investment company approve) (x) a new Advisory Contract with the RIA Subsidiary and (y) an interim Advisory Contract in conformity with Rule 15a-4 under the Investment Company Act (each, an “Interim Advisory Contract”) to be effective as of the closing, (ii) solicit the shareholders of each such registered investment company to approve the applicable new Advisory Contract, each in accordance with the applicable provisions of the Investment Company Act, any other applicable laws and ‎the terms of the Merger Agreement and (iii) as applicable prior to the Closing Date, obtain approval of the Fund Board of each such registered investment company to an Interim Advisory Contract. Except as otherwise consented to in writing by Parent, each such new Advisory Contract, and Interim Advisory Contract (as applicable), shall be on substantially the same terms and conditions (and identical terms with respect to advisory fees) as the current Advisory Contract (except as permitted or required under Rule 15a-4 of the Investment Company Act).

The Company has agreed that it will not, and will cause its subsidiaries and its and their respective representatives not to, directly or indirectly:

Notwithstanding the foregoing, prior to obtaining an affirmative vote of the holders of a majority of the Common Stock then outstanding in favor of the Merger Proposal (the “Company Stockholder Approval”), if the Company or any of its representatives receives a bona fide, written Company Acquisition Proposal that did not result from a breach of the Merger Agreement that the Brighthouse Financial Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, (i) is or could reasonably be expected to lead to a Superior Proposal and (ii) failure to take such action would reasonably be expected to be inconsistent with the Company’s directors’ fiduciary duties under Delaware law, then the Company

and its representatives may, in response to such Company Acquisition Proposal, furnish nonpublic information relating to the Company and its subsidiaries to the person or group making such Company Acquisition Proposal and engage in discussions or negotiations with such Person or group and their representatives regarding such Company Acquisition Proposal.

The Company has agreed to promptly notify Parent after receipt of any inquiry offer, proposal or indication of interest from any person relating to or involving: (i) any direct or indirect acquisition, lease, exchange, license, transfer, disposition or purchase of any business, businesses or assets of the Company or any of its subsidiaries that constitute or account for 10% or more of the consolidated net revenues, net income or net assets of the Company and its subsidiaries, taken as a whole; (ii) any merger, consolidation, amalgamation, share exchange, business combination, issuance of securities, sale of securities, reorganization, recapitalization, tender offer, exchange offer, liquidation, dissolution, extraordinary dividend or similar transaction involving the Company or any of its subsidiaries and a person or “group” (as defined in Section 13(d) of the Exchange Act) pursuant to which the stockholders of the Company immediately preceding such transaction hold less than 90% of the equity interests in the surviving or resulting entity of such transaction immediately following such transaction or (iii) any combination of the foregoing (a “Company Acquisition Proposal”). The Company has also agreed to promptly notify Parent after any inquiry or request for nonpublic information relating to the Company and its subsidiaries by any person or group who has made or would reasonably be expected to make a Company Acquisition Proposal.

Prior to obtaining the Company Stockholder Approval, the Brighthouse Financial Board may effect a Company Adverse Recommendation Change (and, in the case of a Company Acquisition Proposal that was unsolicited after the date of the Merger Agreement and that did not result from a breach of the non-solicitation provisions, terminate the Merger Agreement and pay the Company Termination Fee (as described below in the section titled “The Merger Agreement — Termination Fees and Expenses”) in order to enter into a definitive agreement in connection with a Superior Proposal) if: (i) (A) a Company Acquisition Proposal is made to the Company or any of its representatives after the date of the Merger Agreement and such Company Acquisition Proposal is not withdrawn prior to such Company Adverse Recommendation Change or (B) there has been an Intervening Event; (ii) in the case of a Company Acquisition Proposal, the Brighthouse Financial Board concludes in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, that such Company Acquisition Proposal constitutes a Superior Proposal; and (iii) the Brighthouse Financial Board concludes in good faith, after consultation with the Company’s outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the Company’s directors’ fiduciary duties under Delaware law.

Prior to making any Company Adverse Recommendation Change or entering into any alternative acquisition agreement with respect to a Company Acquisition Proposal, (i) the Brighthouse Financial Board will provide Parent notice of its intention to take such action; (ii) following such written notice the Brighthouse Financial Board and its representatives will negotiate in good faith with Parent (to the extent Parent desires to negotiate) regarding any revisions to the terms of the transactions contemplated by the Merger Agreement proposed by Parent in response to such Superior Proposal or Intervening Event, as applicable; and (iii) the Brighthouse Financial Board must determine in good faith, after consultation with the Company’s outside legal counsel and outside financial advisors that, as applicable (A) the Company Acquisition Proposal continues to be a Superior Proposal or (B) the Intervening Event continues to warrant a Company Adverse Recommendation Change and, in each case, that failure to take such action would reasonably be expected to be inconsistent with the Company’s directors’ fiduciary duties under Delaware law.

“Company Adverse Recommendation Change” means as any of the following actions by the Brighthouse Financial Board or any committee thereof: (i) withdrawing, withholding, amending, changing, modifying or qualifying, or otherwise proposing publicly to withdraw, withhold, amend, change, modify or qualify, in a manner adverse to Parent, the Brighthouse Financial Board’s resolution to recommend the adoption of the Merger Agreement by the requisite Company stockholders, (ii) adopting, approving, declaring advisable or recommending, or otherwise proposing publicly to adopt, approve, declare advisable or recommend, any Company Acquisition Proposal or (iii) if a Company Acquisition Proposal has been publicly disclosed, failing to publicly recommend against such Company Acquisition Proposal and reaffirm the Brighthouse Financial Board’s resolution to recommend the adoption of the Merger Agreement by stockholders holding a majority of the outstanding shares of Common Stock entitled to vote thereon.

“Intervening Event” means any material state of facts, change, development, event, effect, condition or occurrence (not related to a Company Acquisition Proposal) that occurs or arises after the date of the Merger Agreement and that is not known to or reasonably foreseeable to the Brighthouse Financial Board as of the date of the Merger Agreement, which becomes known to the Brighthouse Financial Board prior to the time of obtaining the Company Stockholder Approval.

“Superior Proposal” means a bona fide written Company Acquisition Proposal from any person that did not result from a breach of the Merger Agreement (with all references to “10% or more” in the definition of Company Acquisition Proposal being deemed to reference “50% or more” and all references to “less than 90%” in the definition of Company Acquisition Proposal

being deemed to reference “less than 50%”) which the Brighthouse Financial Board determines in good faith, after consultation with the Company’s outside financial advisors and outside legal counsel, (a) if consummated, would result in a transaction more favorable to the Company’s stockholders from a financial point of view than the Merger and the other transactions contemplated by the Merger Agreement (after taking into account any adjustments or revisions to the terms of the Merger Agreement offered by Parent in response to such proposal or otherwise), (b) is reasonably likely to be consummated on the terms proposed, taking into account any legal, financial, regulatory and stockholder approval requirements, the existence of a financing contingency, the identity of the person or persons making the proposal and any other factors that the Brighthouse Financial Board deems relevant and (c) for which, if applicable, financing is fully committed or reasonably determined to be available by the Brighthouse Financial Board.

Concurrently with the execution of the Merger Agreement, Parent, and certain affiliates of Parent, entered into certain agreements for an investment, equity financing and debt financing to facilitate Parent’s acquisition of the Company through the Merger. The obtaining of the investment, equity financing and debt financing, directly or indirectly, by Parent and Merger Sub is not, however, a condition to the Merger, the closing or Parent’s and Merger Sub’s obligations under the Merger Agreement, including payment of the Merger Consideration and other payments pursuant to the Merger Agreement.

In connection with the entry into the Merger Agreement, Aquarian executed and delivered to Brighthouse Financial an investment commitment letter, pursuant to which Mubadala Capital committed, subject to the terms and conditions therein, to provide financing to Aquarian the amounts set forth therein. Brighthouse Financial is a third-party beneficiary of certain of the rights granted to Aquarian under the investment commitment letter solely for the purpose of seeking specific performance of Mubadala Capital’s obligation to fund the commitment thereunder, subject to the conditions set forth therein.

In connection with its entry into the Merger Agreement, Parent executed and delivered to Brighthouse Financial an equity commitment letter, pursuant to which Aquarian committed, subject to the terms and conditions therein, to invest in Parent the amounts set forth therein. Brighthouse Financial is a third-party beneficiary of the rights granted to Parent under the equity commitment letter solely for the purpose of seeking specific performance of Aquarian’s obligation to fund the commitment thereunder, subject to the conditions set forth therein.

In connection with its entry into the Merger Agreement, on November 5, 2025, Aquarian Holdings entered into the Debt Commitment Letter. Pursuant to the Debt Commitment Letter, certain lenders have committed, on the terms and subject to the conditions set forth therein, to provide debt financing to Aquarian Holdings for the purpose of contributing such amounts indirectly to Parent and funding a portion of the aggregate amount sufficient to consummate the transactions contemplated by the Merger Agreement by payment in cash of the aggregate Merger Consideration payable following the Effective Time and all fees and expenses of Parent, Merger Sub and Aquarian Holdings related to the transactions contemplated by the Merger Agreement.

For a period of one year following the Effective Time, Parent will provide, or will cause to be provided, to each employee of the Company or its subsidiaries who continues to remain employed with the Company or its subsidiaries immediately after the Effective Time (each, a “Company Employee”) with:

For all purposes under the employee benefit plans of Parent and its subsidiaries in which Company Employees are eligible to participate after the Effective Time (each such plan, a “New Plan”), Company Employees will be credited with their years of service with the Company and its subsidiaries and their respective predecessors before the Effective Time, to the same extent as such Company Employees were entitled, before the Effective Time, to credit for such service under any similar Company benefit plan in which such Company Employees were eligible to participate immediately prior to the Effective Time. However, that credit cannot result in a duplication of benefits and will not apply with respect to benefit accrual and eligibility for early retirement subsidies under any New Plan that is a defined benefit pension plan and for all purposes under any New Plan that is an incentive plan or postretirement health or welfare plan.

In addition, Parent will use commercially reasonable efforts to provide that (i) each Company Employee will be immediately eligible to participate in each New Plan to the extent such Company Employee was eligible to participate immediately prior to the Effective Time in a Company benefit plan providing analogous benefits (each such plan, a “Legacy Plan”), (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Company Employee, all pre-existing condition exclusions and actively-at-work requirements of such New Plan will be waived for each Company Employee and his or her covered dependents, unless such conditions would not have been waived under the Legacy Plans and (iii) any eligible expenses incurred by each Company Employee and his or her covered dependents during the portion of the plan year of each Legacy Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for such plan year as if such amounts had been paid in accordance with such New Plan.

The Company and its subsidiaries will pay, no later than the Closing Date, annual bonuses for any completed fiscal year that remain unpaid as of the Closing Date, based on actual performance, as reasonably determined by the Company after consultation with Parent. Parent will cause the Surviving Corporation to pay an annual bonus for the Closing Year to each Company Employee that was a participant in a Company annual cash bonus plan as of the Closing Date, in an amount based upon actual performance for the Closing Year, but not less than such participant’s Pro Rata Bonus Amount (as defined below). Such bonuses will be payable at the same time that annual bonuses would have been paid absent the Merger, subject to the participant’s continued employment with the Surviving Corporation or any of its subsidiaries through the bonus payment date. However, if the participant’s employment is terminated by the Surviving Corporation without “cause” (as defined in the Stock Incentive Compensation Plan, and as determined by Parent in good faith) prior to such payment date, the participant will be paid a prorated bonus (based on the number of months that commence during the Closing Year prior to the employment termination date) within sixty days after such participant’s employment termination date or such time as is otherwise required by applicable law or necessary to avoid the imposition of any additional Taxes or penalties pursuant to Section 409A of the Code, as long as (i) the participant executes and does not revoke a general release of claims in favor of Parent and the Surviving Corporation and their respective subsidiaries and affiliates and (ii) the payment of such bonus does not duplicate any severance payments. “Pro Rata Bonus Amount” means an amount equal to the product obtained by multiplying (1) the applicable Company Employee’s established annual bonus target opportunity under the applicable annual cash bonus plan, by (2) a fraction, the numerator of which equals the number of days that have elapsed from the first day of the calendar year in which the Closing Date occurs through the Closing Date and the denominator of which equals 365.

The Merger Agreement provides that, for a period of six years after the Effective Time, Parent will cause the Surviving Corporation and its subsidiaries to, indemnify and hold harmless each former and present director or officer of the Company or any of its subsidiaries (each, together with such person’s heirs, executors or administrators, a “Company Indemnified Party”) against any costs, expenses, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim with respect to acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, in connection with such persons serving as an officer, director, employee or other fiduciary of the Company or any of its subsidiaries or of any person if such service was at the request of the Company or any of its subsidiaries, in each case at or prior to the closing.

Parent has agreed, for a period of six years after the Effective Time, to the fullest extent permitted under applicable law, to cause to be maintained in effect the provisions in the certificate of incorporation or bylaws of the Surviving Corporation and each subsidiary of the Company regarding elimination of liability, indemnification and advancement of expenses in effect as of the date of the Merger Agreement, and, during such six year period, will not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individual who immediately before the Effective Time was a Company Indemnified Party, except as required by applicable law.

Parent has also agreed to cause the Surviving Corporation to either (i) continue to maintain in effect for a period of no less than six years after the Effective Time the Company’s and its subsidiaries’ directors’ and officers’ liability, fiduciary liability, investment management liability, processional liability, cyber and employment practices liability insurance policies in place as of the Effective Time or (ii) purchase through a broker selected by Parent comparable insurance for such six-year period. However, Parent is not required to expend for such insurance an aggregate annual premium in excess of 300% of the aggregate annual premium of the Company paid for the applicable insurance in effect as of the date of the Merger Agreement, but in such case will purchase the most advantageous insurance available for a cost equal to such amount.

In lieu of the foregoing, at or prior to the Effective Time, the Company may, or at Parent’s request, the Company will, purchase (in consultation with Parent), at or prior to the Effective Time, “tail” directors’ and officer’s liability insurance with a reporting period six years after the Effective Time with coverage for the persons who are covered by the Company’s directors’ and officer’s liability insurance in effect as of the Effective Time, with terms, conditions, retentions and levels of coverage at least as favorable to the insureds as the Company’s directors’ and officer’s liability insurance in effect as of the Effective Time with respect to matters existing or occurring prior to the Effective Time. If the Company purchases such “tail policy,” Parent will not have any obligation to maintain or purchase comparable directors’ and officer’s liability insurance, provided that the aggregate premium for such “tail policies” shall not exceed the cap noted above. If any such tail policy is not available for an amount not exceeding the cap noted above, the Company may, or at Parent’s request, the Company will purchase a tail policy that is the most advantageous to the insureds thereunder as is available for amount not to exceed such amount.

The Merger Agreement contains certain other covenants and agreements, including covenants relating to, among other things:

The obligations of each of the parties to the Merger Agreement to consummate the Merger are subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the following conditions:

The obligations of Parent and Merger Sub to consummate the Merger are also subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the following additional conditions:

The obligations of the Company to consummate the Merger are also subject to the satisfaction (or, to the extent permitted by law, waiver) of the following additional conditions:

The Merger Agreement may be terminated prior to the Effective Time by the mutual written consent of the Company and Parent.

The Merger Agreement may be terminated by either the Company or Parent if:

If (i) the closing of the Merger has not occurred by September 6, 2026 by reason of the applicable waiting period under any Antitrust Laws not having expired or been terminated or the failure to obtain the necessary approvals and prior written non-disapprovals from the applicable governmental entities and (ii) all other conditions in the Merger Agreement have been satisfied up to such time (other than those conditions that by their terms are to be satisfied at the closing of the Merger, each of which is capable of being satisfied at the closing of the Merger) or (to the extent permitted by Law) waived, the Outside Date will be automatically extended to December 6, 2026.

The Merger Agreement may be terminated by Parent if (i) a Company Adverse Recommendation Change has occurred, (ii) the Company or any of its subsidiaries has entered into any alternative acquisition agreement, (iii) the Company has willfully breached any of its covenants with respect to obtaining the Company Stockholder Approval or with respect to not soliciting an alternative acquisition agreement or (iv) the Company has breached any of its representations, warranties, covenants or other agreements contained in the Merger Agreement, which would result in a failure to satisfy certain conditions to the consummation of the Merger that are dependent on the Company’s compliance with certain terms of the Merger Agreement, and such breach is incapable of being cured prior to the Outside Date, or if capable of being cured prior to the Outside Date, has not been cured by the earlier of (a) 30 days after the giving of written notice to the Company of such breach and (b) two business days prior to the Outside Date (a “Company Terminable Breach”), but only if Parent and Merger Sub are not then in Parent Terminable Breach (as defined below) of any of their respective representations, warranties, covenants or agreements contained in the Merger Agreement.

The Merger Agreement may be terminated by the Company if (i) prior to obtaining the Company Stockholder Approval, (a) the Brighthouse Financial Board authorizes the Company to enter into an alternative acquisition agreement with respect to a Superior Proposal to the extent permitted by, and subject to the terms and conditions of the Merger Agreement; (b) substantially

concurrent with the termination of the Merger Agreement, the Company enters into an alternative acquisition agreement providing for a Superior Proposal and (c) prior to or concurrently with such termination, the Company pays to Parent in immediately available funds any fees required to be paid (as described below in the section titled “The Merger Agreement — Termination Fees and Expenses”), (ii) Parent or Merger Sub has breached any of their respective representations, warranties, covenants or other agreements contained in the Merger Agreement, and such breach is incapable of being cured prior to the Outside Date, or if capable of being cured prior to the Outside Date, has not been cured by the earlier of (a) thirty days after the giving of written notice to the Company of such breach and (b) two business days prior to the Outside Date (a “Parent Terminable Breach”), but only if the Company is not then in Company Terminable Breach of any of its respective representations, warranties, covenants or agreements contained in the Merger Agreement or (iii) (A) all of the mutual conditions and the conditions to the obligations of Parent and Merger Sub to consummate the Merger set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the closing, but subject to such conditions being able to be satisfied if the closing were to occur at such time) have been satisfied, (B) the Company has provided irrevocable written notice to Parent that all conditions to the obligation of the Company to consummate the Merger have been satisfied (other than those conditions that by their terms are to be satisfied at the closing, but subject to such conditions being able to be satisfied if the closing were to occur at such time) or that it is willing to waive any such unsatisfied conditions, and that it is prepared, willing and able to effect the closing and will effect the closing, (C) the Company has irrevocably confirmed in writing to Parent that the Company is prepared, willing and able to effect the closing and the other transactions contemplated by the Merger Agreement and (D) Parent has failed to consummate the closing by the date that is five business days after the date when it would be required under the Merger Agreement.

Generally, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring those expenses, regardless of whether the Merger is completed.

The Company will pay to Parent a fee of $143,524,000 (the “Company Termination Fee”) if: