# Brighthouse Financial, Inc. (BHFAP) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_89ab40200ae7504f34cf · retrieved 2026-08-11T16:12:02.259Z

## Overview
Brighthouse Financial, Inc. is one of the largest providers of annuities and life insurance in the U.S., specializing in products designed to help people protect what they've earned and ensure it lasts.

On November 6, 2025, Brighthouse Financial, Inc. and Aquarian Capital LLC announced a definitive merger agreement under which an affiliate of Aquarian Capital will acquire Brighthouse Financial for $70.00 per share in an all-cash transaction valued at approximately $4.1 billion. The merger is subject to receipt of insurance regulatory approvals in Delaware, New York, and Massachusetts. All other closing conditions have been satisfied or waived. If the merger has not closed by September 6, 2026 due to pending regulatory approvals, the merger agreement will automatically extend to December 6, 2026. The merger is expected to close in 2026.

## Terms
- Counterparty: Aquarian Capital LLC · Deal value: $4.10B · Consideration: cash · Premium: 37.0% · Price/share: $70

## Key dates
- Announced 2026-01-07 · Record 2026-01-05 · Vote 2026-02-12 · Expiry 2026-12-06

## Timeline
- 2026-01-07 · DEFM14A (0001140361-26-000522): DEFM14A - Brighthouse Financial, Inc. — *Brighthouse Financial, Inc. is one of the largest providers of annuity and life insurance products in the United States, delivering products through multiple independent distribution channels and marketing arrangements with a diverse network of distribution partners, primarily through its insurance subsidiaries Brighthouse Life Insurance Company, Brighthouse Life Insurance Company of NY, and New…* Aquarian Holdings VI L.P. agreed to acquire Brighthouse Financial, Inc. in an all-cash merger under an Agreement and Plan of Merger dated November 6, 2025. At the effective time of the merger, each outstanding share of Brighthouse Financial common stock will be converted into the right to receive $70.00 per share in cash, net of applicable withholding taxes. Brighthouse Financial's board unanimously approved the merger agreement and determined it is fair to and in the best interests of the company and its stockholders. The merger is subject to customary closing conditions, including stockholder approval by majority vote, expiration or termination of the Hart-Scott-Rodino Act waiting period, receipt of required insurance regulatory approvals from Delaware, Massachusetts and New York, and FINRA approval.
  https://www.sec.gov/Archives/edgar/data/1685040/0001140361-26-000522.txt
- 2026-08-05 · 8-K (0001685040-26-000026): 8-K - Brighthouse Financial, Inc. — *Brighthouse Financial, Inc. is one of the largest providers of annuities and life insurance in the U.S., specializing in products designed to help people protect what they've earned and ensure it lasts.* On November 6, 2025, Brighthouse Financial, Inc. and Aquarian Capital LLC announced a definitive merger agreement under which an affiliate of Aquarian Capital will acquire Brighthouse Financial for $70.00 per share in an all-cash transaction valued at approximately $4.1 billion. The merger is subject to receipt of insurance regulatory approvals in Delaware, New York, and Massachusetts. All other closing conditions have been satisfied or waived. If the merger has not closed by September 6, 2026 due to pending regulatory approvals, the merger agreement will automatically extend to December 6, 2026. The merger is expected to close in 2026.
  https://www.sec.gov/Archives/edgar/data/1685040/0001685040-26-000026.txt

## Citations
- 0001140361-26-000522 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000114036126000522
- 0001685040-26-000026 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000168504026000026