Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 26, 2023, the Board of Directors (the "Board") of Brighthouse Financial, Inc. adopted the Amended and Restated Bylaws of Brighthouse Financial, Inc. (as amended and restated, the "Bylaws"), effective on such date. Capitalized terms used but not defined in this Current Report on Form 8-K shall have the meanings ascribed to them in the Bylaws. The changes to the Bylaws include the following:

•Article II, Section 4 (Meetings of Stockholders - Notice). Revised to reflect (1) amended Section 222(a) of the General Corporation Law of the State of Delaware (the "DGCL"), which provides that notice of a stockholder meeting may be given in any manner permitted by Section 232 of the DGCL and (2) amended Section 232(a) of the DGCL, which provides that notice of a stockholder meeting may be given by electronic transmission.

•Article II, Section 5 (Meetings of Stockholders - Stockholder List). Revised to reflect amended Section 219(a) of the DGCL, which no longer requires the stockholder list to be made available for inspection during the stockholder meeting.

•Article II, Section 7 (Meetings of Stockholders - Adjourned Meetings). Revised to reflect amended Section 222(c) of the DGCL, which expands the circumstances under which an adjourned meeting can be reconvened without requiring a new notice of meeting.

•Article II, Section 11 (Meetings of Stockholders - Notice of Stockholder Business and Nominations). Updated to (1) expand the scope of disclosures required by a stockholder seeking to nominate persons to be elected to the Board or submit proposals regarding other business at a meeting of stockholders to include information regarding the stockholder, the beneficial owner, if any, on whose behalf the nomination or proposal is made, or any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, and any director nominee, as applicable, (2) establish the number of persons a stockholder may nominate for election to the Board and require a representation that such nominees intend to serve a full term on the Board, (3) enhance and clarify the procedural mechanics in connection with stockholder nominations and proposals, and (4) address compliance by stockholders with Rule 14a-19 promulgated under the Securities Exchange Act of 1934, commonly referred to as the "universal proxy rule."

•Article III, Section 2 (Directors - Number, Election and Term of Office). Revised to provide for majority voting in uncontested elections. The prior bylaws had provided for plurality voting in uncontested elections.

In addition, certain non-substantive language and conforming changes, other technical edits and updates consistent with the DGCL were made to the Bylaws. The foregoing summary of the changes effectuated by the amendment and restatement of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.       Description
  3.1*              Amended and Restated Bylaws of Brighthouse Financial, Inc.,     effective
                    January     26    , 2023    .
104*              Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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