Brighthouse Financial Stockholders Approve Aquarian Merger Deal at Special Meeting

Key Points

• Stockholders approved the merger with Aquarian — preliminary results reported that the November 6, 2025 merger agreement passed at the Feb. 12, 2026 special meeting, and final vote totals will be filed on a Form 8-K within four business days.
• All three proposals passed, including an advisory vote on merger-related executive compensation and an adjournment contingency; because the merger passed, the company said it will not adjourn to solicit additional proxies.

Brighthouse Financial NASDAQ: BHF held a special meeting of stockholders on February 12, 2026, to vote on three proposals related to a merger agreement and associated matters, according to remarks made during the virtual meeting.

Corporate Secretary Jacob M. Jenkelowitz opened the meeting and noted that the discussion could include forward-looking statements under federal securities laws, adding that actual results could differ materially due to risks and uncertainties described in the company’s filings with the U.S. Securities and Exchange Commission. Jenkelowitz also said information discussed during the meeting spoke only as of February 12, 2026, and that the company undertook no obligation to update it. A recording of the meeting would be made available on the company’s special meeting website, while personal recording was prohibited, he said.

Meeting formalities and quorum

Board Chairman Chuck Chaplin called the meeting to order at 8:01 a.m. Eastern and presided in accordance with the company’s bylaws. Jenkelowitz reviewed procedural items, including that the meeting would address “solely” matters properly brought before it pursuant to Delaware law, SEC rules, and the company’s amended and restated bylaws.

Jenkelowitz said Broadridge Financial Solutions, Inc. provided an affidavit stating that mailing of the notice of the special meeting and related proxy statement commenced on January 7, 2026. He also stated that the stockholder list as of the January 5, 2026 record date (5 p.m. Eastern) was made available for inspection in accordance with Delaware law.

Victor Latessa of Broadridge Financial Solutions served as inspector of election, and Jenkelowitz said the inspector confirmed that a quorum was present, with holders of a majority of shares outstanding as of the record date present either virtually or by proxy.

Three proposals presented to stockholders

Chaplin said the meeting agenda included three proposals, each described in the proxy materials, and he declared the polls open at 8:03 a.m. Eastern.

• Proposal One (Merger Proposal): Stockholders were asked to adopt an agreement and plan of merger dated November 6, 2025, by and among Aquarian Holdings VI L.P., Aquarian Beacon Merger Sub Inc., Aquarian Holdings LLC, and Brighthouse Financial. Jenkelowitz said the board of directors recommended a vote “for” the proposal.
• Proposal Two (Compensation Proposal): An advisory vote to approve 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 board recommended a vote “for,” according to Jenkelowitz.
• Proposal Three (Adjournment Proposal): A vote to approve adjournment of the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies in the event there were insufficient votes to adopt the merger agreement. The board recommended a vote “for,” Jenkelowitz said.

Stockholder questions and voting process

Jenkelowitz said stockholders could submit questions through a dialogue box on the virtual meeting site, but that questions would be entertained only with respect to the proposals before the polls closed. After reviewing submitted questions, he said there were no stockholder questions relating to the proposals.

With the polls set to close after the proposals were described, Jenkelowitz provided a brief period for remaining votes to be cast online. Chaplin declared the polls closed at 8:07 a.m. Eastern.

Preliminary results: all proposals approved

Jenkelowitz reported preliminary voting results provided by the inspector of election, stating that all three proposals passed in line with the board of directors’ recommendations. Specifically, he said the merger proposal, the compensation proposal, and the adjournment proposal were all approved.

Because the preliminary report indicated the merger proposal passed, Jenkelowitz said the company did not plan to adjourn the meeting to solicit additional proxies. He added that final vote totals would be included in a Form 8-K to be filed with the SEC within four business days of the meeting.

The meeting concluded shortly thereafter, with Jenkelowitz thanking stockholders for attending on behalf of the board of directors.

About Brighthouse Financial NASDAQ: BHF

Brighthouse Financial, Inc is a U.S.-based life insurance company that specializes in retirement income solutions and annuity products. The firm was established in August 2017 as a spin-off from MetLife, Inc, and is headquartered in Charlotte, North Carolina. Since its separation, Brighthouse Financial has focused on providing products designed to help individuals and families manage retirement income needs, drawing on decades of experience in life insurance and annuity administration inherited from its parent company.

The company's core product offerings include fixed indexed annuities, which allow policyholders to participate in market-linked gains while protecting against downside market risk, and single premium immediate annuities, which provide guaranteed lifetime income.

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