SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Spehar Edward A.
(Last) (First) (Middle)
11225 N COMMUNITY HOUSE RD
(Street)
CHARLOTTE NC 28277
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Brighthouse Financial, Inc. [ BHF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/01/2024 M 13,165(1) A (2) 66,964 D
Common Stock 03/01/2024 F 5,788(3) D $46.16 61,176 D
Common Stock 03/01/2024 F 9,286(4) D $46.16 51,890 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 03/01/2024 M 4,362 (5) (5) Common Stock 4,362 $0 0 D
Restricted Stock Units (2) 03/01/2024 M 4,827 (6) (6) Common Stock 4,827 $0 4,827 D
Restricted Stock Units (2) 03/01/2024 M 3,976 (7) (7) Common Stock 3,976 $0 7,952 D
Restricted Stock Units (2) 03/01/2024 A 16,334 (8) (8) Common Stock 16,334 $0 16,334 D
Explanation of Responses:
1. Payout of shares upon vesting of tranches of Restricted Stock Units ("RSUs") granted in March 2021, March 2022 and March 2023.
2. Each RSU represents the contingent right to receive one share of Brighthouse Financial, Inc. common stock.
3. Shares withheld to cover tax obligations in connection with the vesting of RSUs.
4. Shares withheld to cover tax obligations in connection with the payout under the 2021 Performance Share Unit award.
5. Represents the vesting of the final tranche of the 2021 RSU award.
6. Represents the vesting of the second of three tranches of the 2022 RSU award. The final tranche will vest on the first business day in March 2025.
7. Represents the vesting of the first of three tranches of the 2022 RSU award. The final tranche will vest in substantially equal installments on the first business day in March 2025 and 2026.
8. RSUs awarded in 2024 vest in three substantially equal installments on the first business day in March 2025, 2026 and 2027.
Remarks:
/s/ Jacob M. Jenkelowitz, Attorney-in-Fact, on behalf of Edward A. Spehar 03/05/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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