Terms

Series

4.625% Non-Cumulative Preferred Stock, Series D

Liquidation Preference

$25.00

Coupon Rate

4.625%

Rate Type

Fixed

Annual Dividend

$1.16

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

December 25, 2026

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Debt Obligations Of Brighthouse Financial, Inc., 3.850% Senior Notes Due 2051, 3.700% Senior Notes Due 2027; Pari Passu With: Series A 6.600% Non-Cumulative Preferred Stock, Series B 6.750% Non-Cumulative Preferred Stock, Series C 5.375% Non-Cumulative Preferred Stock; Senior To: Common Stock, Junior Stock

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

Yes

Depositary Share Fraction

0.001

Shares Offered

14,000,000

Prospectus Summary

Brighthouse Financial, Inc. is offering 14,000,000 depositary shares, each representing a 1/1,000th interest in a share of its 4.625% Non-Cumulative Preferred Stock, Series D, with a liquidation preference of $25.00 per depositary share ($25,000 per underlying preferred share). Dividends are paid at a fixed 4.625% per annum, equating to approximately $1.156 annually or ~$0.289 per depositary share per quarter. This preferred stock is non-cumulative: if the board does not declare a dividend in any quarter, that payment is permanently forfeited and investors have no legal claim to recover it. As a holding company issue, Series D preferred stock sits above Brighthouse's common stock and other junior equity in the capital stack but is subordinate to all debt obligations, including the concurrent $400 million 3.850% Senior Notes due 2051 and existing senior notes. Structurally, holders bear holding company risk, as cash flows depend on dividends or other upstream payments from Brighthouse's insurance subsidiaries (Brighthouse Life Insurance Company, Brighthouse Life Insurance Company of NY, and New England Life Insurance Company), which are regulated entities subject to state insurance law restrictions on distributions. The prospectus does not describe a regulatory capital call provision in the extracted sections. The Series D ranks pari passu with the outstanding Series A (6.600%), Series B (6.750%), and Series C (5.375%) preferred stock. At the $25.00 per depositary share offering price, the stated yield is exactly 4.625%. Dividends are payable quarterly on March 25, June 25, September 25, and December 25, commencing March 25, 2022. The issuer is a C-corporation, so dividends are generally expected to qualify as qualified dividend income (QDI) for individual investors taxed at the 15%/20% preferential rate, and for the dividends-received deduction (DRD) for eligible corporate holders, though investors should confirm tax treatment. The dividend stopper provision blocks payment of any dividends on common stock or the repurchase of junior equity if Series D dividends for the most recently completed period have not been paid in full — but given the non-cumulative structure, a skipped dividend on Series D itself carries no make-whole obligation.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Brighthouse has not paid full dividends on the Series D preferred stock for the most recently completed dividend period, it cannot pay dividends on or repurchase its common stock or any other junior stock.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 50 (Average)