Brighthouse Financial Inc.

02/17/2026 | Press release | Distributed by Public on 02/17/2026 16:37

Brighthouse Financial Reiterates its Recommendation That Stockholders Reject “Mini-Tender” Offer by Potemkin Limited

CHARLOTTE, NC, February 17, 2026

Brighthouse Financial, Inc. ("Brighthouse Financial" or the "company") reiterates its recommendation that stockholders reject the unsolicited "mini-tender" offer by Potemkin Limited ("Potemkin") to purchase their Brighthouse Financial common stock at a price of $36.00 per share. Brighthouse Financial is not affiliated or associated with Potemkin or its mini-tender offer in any way, and the offer is not being made by Brighthouse Financial or related to the definitive merger agreement between Brighthouse Financial and an affiliate of Aquarian Capital LLC ("Aquarian Capital").

Brighthouse Financial issued a news releaseon May 20, 2025, regarding the mini-tender and continues to recommend that stockholders do not tender their shares in response to Potemkin's mini-tender offer. Brighthouse Financial further recommends that they consult with their broker or financial advisor and exercise caution with respect to the offer. Brighthouse Financial stockholders who tender their shares in the offer will receive a price significantly below the current market price for the company's common stock and which is an approximate 43.61% discount to the closing price of the company's common stock as of February 13, 2026 ($63.84 per share).

In addition, as mentioned above, Brighthouse Financial has entered into a definitive merger agreement under which an affiliate of Aquarian Capital would acquire Brighthouse Financial in an all-cash transaction valued at approximately $4.1 billion. Upon the closing of the merger, which is expected to occur in 2026 and remains subject to the satisfaction of customary closing conditions and the receipt of regulatory approvals, each issued and outstanding share of Brighthouse Financial common stock will be converted into the right to receive $70.00 per share in cash, as outlined in the proxy statementfiled with the U.S. Securities and Exchange Commission on January 7, 2026. As disclosed in the proxy statement, holders of shares of common stock will not be required to take any action to receive the merger consideration if the merger is completed. On February 12, 2026, Brighthouse Financial issued a news releasethat its stockholders voted to adopt the definitive merger agreement at a special meeting of stockholders.

Note Regarding Forward-Looking Statements

This communication, and any related oral statements, contain various forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the "safe harbor" created by those sections. Words such as "estimate," "expect," "project," "may," "will," "could," "intend," "goal," "target," "guidance," "forecast," "preliminary," "objective," "continue," "aim," "plan," "believe" and similar expressions or the negative of those expressions or verbs, identify forward-looking statements. Readers are cautioned that these statements are not guarantees of future performance. Forward-looking statements are not historical facts but instead represent only Brighthouse Financial's beliefs regarding future events, which may by their nature be inherently uncertain, and some of which may be outside Brighthouse Financial's control.

Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors include, among others, Brighthouse Financial's ability to complete the transaction on the timeframe or in the manner currently anticipated or at all, including due to a failure to obtain the regulatory approvals required for the closing of the transaction or the occurrence of any event, change or other circumstance that could give rise to the right of one or both of the parties to terminate the merger agreement; the effect of the pendency of the transaction on Brighthouse Financial's ongoing business and operations, including disruption to Brighthouse Financial's business relationships, the diversion of management's attention from ongoing business operations and opportunities, or the outcome of any legal proceedings that may be instituted against Aquarian Capital or Brighthouse Financial following announcement of the transaction; restrictions on the conduct of Brighthouse Financial's business prior to the closing of the transaction and on Brighthouse Financial's ability to pursue alternatives to the transaction; the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; other factors that may affect future results of Brighthouse Financial; and management's response to any of the aforementioned factors.

Furthermore, such forward-looking statements speak only as of the date of this communication. Except as required by law, the parties undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Risks or uncertainties (i) that are not currently known to the parties, (ii) that the parties currently deem to be immaterial or (iii) that could apply to any company could also materially adversely affect the future results of Brighthouse Financial. Additional information concerning certain factors is contained in Brighthouse Financial's SEC filings, including but not limited to its most recent Annual Report on Form 10-K, as well as subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

The information contained on or connected to any websites referenced in this communication is not incorporated by reference into this communication.

About Brighthouse Financial, Inc.

Brighthouse Financial, Inc. (Brighthouse Financial) (Nasdaq: BHF) is on a mission to help people achieve financial security. As one of the largest providers of annuities and life insurance in the U.S.,1 we specialize in products designed to help people protect what they've earned and ensure it lasts. Learn more at brighthousefinancial.com.

1 Ranked by 2024 admitted assets. Best's Review®: Top 200 U.S. Life/Health Insurers. AM Best, 2025.

Contact:

For Investors
Dana Amante
(980) 949-3073
[email protected]

For Media
Meghan Lantier
(980) 949-4142
[email protected]

Brighthouse Financial Inc. published this content on February 17, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on February 17, 2026 at 22:38 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]