Brighthouse Financial Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
$BHF
Life Insurance
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 2025 (May 19, 2025)
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Item 8.01. Other Events.
On May 19, 2025, Brighthouse Financial, Inc. (the “Company”) received notice from Potemkin Limited (“Potemkin”) of its unsolicited “mini-tender” offer to purchase up to 100,000 shares of the Company’s common stock at an offer price of $36.00 per share. The number of shares subject to Potemkin’s offer represents less than 0.2% of the Company’s common stock outstanding as of the date of the offer.
On May 20, 2025, the Company issued a news release, a copy of which is attached hereto as Exhibit 99.1, informing its shareholders that the Company does not endorse Potemkin’s unsolicited mini-tender offer and recommending that shareholders do not tender their shares. The offer is at a price below the current market price for the Company’s common stock and which is an approximate 41.12% discount to the closing price of the Company’s common stock as of May 19, 2025 ($61.14 per share). Shareholders who tender their shares may withdraw them in the manner described in Potemkin’s offering documents. The tender offer is currently scheduled to expire at 5:00 p.m., New York City time, on September 16, 2025, unless extended or earlier revoked by Potemkin.
The Company is not affiliated or associated in any way with Potemkin, its mini-tender offer, or the offer documentation. Additional information concerning mini-tender offer is included in the news release attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Filed herewith.
** Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRIGHTHOUSE FINANCIAL, INC. | |||||||||||
| By: | /s/ Jacob M. Jenkelowitz | ||||||||||
| Name: Jacob M. Jenkelowitz | |||||||||||
| Title: Corporate Secretary | |||||||||||
Date: May 20, 2025
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