| Item 5.04 | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
New England Life Insurance Company (“NELICO”), an indirect wholly-owned subsidiary of Brighthouse Financial, Inc. (the “Company”), sponsors the New England Life Insurance Company Agents’ Retirement Plan and Trust (the “NELICO Plan”), which includes among its investment options a Company stock fund that is invested in the common stock of the Company. On June 25, 2018, the NELICO Plan provided notice to the Company and NELICO Plan participants of a blackout period for the NELICO Plan that began on July 26, 2018 and was expected to end no later than August 17, 2018 (the “Blackout Period”). The Blackout Period was implemented to facilitate a change in recordkeeper for the NELICO Plan to a new vendor, including the transfer of plan and participant account information.
On June 29, 2018, the Company sent a notice (the “Notice”) to its directors and executive officers informing them of the Blackout Period and the restrictions on trading in the Company’s equity securities that will apply to them during the Blackout Period, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation Blackout Trading Restriction (or Regulation BTR) under the Securities Exchange Act of 1934, as amended.
As a result of the early completion of the transition to the new recordkeeper, the Blackout Period ended on August 8, 2018, which was earlier than the date set forth in the NELICO Plan’s notice to the Company and to NELICO Plan participants and in the Notice. On August 8, 2018, the NELICO Plan sent a notice to the Company and to NELICO Plan participants informing them of the early termination of the Blackout Period. On August 9, 2018, the Company sent an updated notice (the “Updated Notice”) to its directors and executive officers informing them of the early termination of the Blackout Period. A copy of the Updated Notice is attached as Exhibit 99.1 to this Form8-K and is incorporated herein by reference. Except for the change in the termination date of the Blackout Period, there are no material changes to the information contained in the Notice.
For a period of two years after the end date of the Blackout Period, a security holder or other interested person may obtain, without charge, information regarding the Blackout Period, including the actual beginning and end dates of the Blackout Period, by contacting Milliman by mail at: Milliman (DC plan code 411BHB), 3800 American Blvd W, Suite 400, Minneapolis, MN 55431, or by telephone at:866-767-1212.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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