[8-K] Brookdale Senior Living Inc. Reports Material Event

Rhea-AI Filing Summary

Brookdale Senior Living Inc. announced that its Board of Directors has appointed Mary Sue Patchett as Executive Vice President and Chief Operating Officer, effective December 1, 2025, at which time she will become the company’s principal operating officer. Patchett rejoined Brookdale in August 2025 and has been serving as Interim Executive Vice President – Community & Field Operations, following a long history of senior roles at the company dating back to 2011 and a broader career in senior living and healthcare operations.

Her compensation package includes an annual base salary of $530,000, eligibility for an annual cash incentive with a target of 80% of base salary, and, beginning in 2026, long-term incentive awards under Brookdale’s 2024 Omnibus Incentive Plan. For 2026 service, she is slated to receive annual awards with a target grant value of $800,000 plus prorated awards of $67,945 for service in December 2025. She will also participate in the company’s Tier I Severance Pay Policy and has an indemnification agreement consistent with other directors and officers.

Insights

Corporate governance and executive compensation analyst

Brookdale installs an experienced insider as COO with a sizable, performance-linked pay package.

Brookdale Senior Living is elevating Mary Sue Patchett to Executive Vice President and Chief Operating Officer effective December 1, 2025, making her the principal operating officer. She has extensive prior tenure at Brookdale, including roles leading community and field operations and strategic operations, which suggests continuity in how the senior living portfolio is run.

The compensation structure combines fixed and variable elements, with a base salary of $530,000 and a target annual cash bonus equal to 80% of base salary. Beginning in 2026, she is eligible for long-term incentive awards under the 2024 Omnibus Incentive Plan, including awards with an aggregate target grant value of $800,000 for 2026 service and prorated awards of $67,945 for her December 2025 service, tying a meaningful portion of her pay to long-term performance and retention.

Her participation in the Amended and Restated Tier I Severance Pay Policy and a standard-form indemnification agreement align her protections with other senior executives. Overall, this event signals a formalization of leadership around operations rather than a change in stated strategy, so its impact on the investment thesis appears moderate and will be better understood through future operating results under her tenure.

0001332349false00013323492025-11-172025-11-17

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)						November 17, 2025

Brookdale Senior Living Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-32641			20-3068069
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

105 Westwood Place,

Suite 400,

Brentwood,

Tennessee

37027

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code

(615)

221-2250

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share			BKD			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2025, the Board of Directors (the “Board”) of Brookdale Senior Living Inc. (the “Company”) appointed Mary Sue Patchett as the Company’s Executive Vice President and Chief Operating Officer effective December 1, 2025. Ms. Patchett will serve as the Company’s principal operating officer effective upon her appointment.

Ms. Patchett, age 62, rejoined the Company in August 2025 and has served as Interim Executive Vice President – Community & Field Operations since September 2025. Previously, she held various senior leadership positions at the Company from 2011 until her retirement in 2021. In her last position at the Company, she served as Executive Vice President of Strategic Operations from March 2020 to June 2021. Ms. Patchett also served as Executive Vice President of Community and Field Operations at the Company, and before that, was President of the former Southeast Division. Ms. Patchett has also served as Chief Operating Officer of Horizon Bay from January 2011 through August 2011 and as Senior Vice President of Operations from March 2008 through December 2011. Prior to joining Horizon Bay, she was President and owner of Patchett & Associates, Inc., a management consulting firm for senior housing and other healthcare companies, served as Divisional Vice President for Alterra Healthcare Corporation for over six years, and started in senior living with nine years in numerous leadership positions at Sunrise Senior Living. Ms. Patchett earned her B.S. in business management from George Mason University. She currently serves on the advisory board of the Florida Senior Living Association and on the Board of Directors of Guardian Pharmacy Services, Inc., where she serves on the Audit Committee and the Compensation Committee. She also serves as Board Chair of Angels in Action.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Ms. Patchett and any of the Company’s executive officers or directors. Ms. Patchett has not engaged in any transaction with the Company during the last fiscal year, and does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Patchett and any other person pursuant to which she was appointed to serve as Executive Vice President and Chief Operating Officer.

In connection with Ms. Patchett’s appointment, the Compensation Committee (the “Committee”) of the Board approved the following compensation arrangements to be effective December 1, 2025: (i) an annual base salary of $530,000; (ii) eligibility to participate in the Company's annual cash incentive program generally applicable to members of management, with the target cash bonus reflecting 80% of her base salary paid during the plan year; and (iii) beginning in 2026, eligibility to receive annual long-term incentive awards under the Company's 2024 Omnibus Incentive Plan (the “Omnibus Plan”) with performance- and time-based vesting terms to be approved by the Committee (which vesting terms generally will be consistent with those provided to other executive officers of the Company). Her long-term incentive awards for 2026 will consist of (x) annual awards with an aggregate target grant value of $800,000 for her 2026 service and (y) prorated awards with an aggregate grant value of $67,945 for her service in December 2025. In addition, the Committee approved that the retirement provision in Ms. Patchett’s long-term incentive award agreements will reflect that her previous service with the Company will count toward her aggregate service for purposes of determining eligibility under the retirement provision.

Effective December 1, 2025, Ms. Patchett will also participate in the Amended and Restated Tier I Severance Pay Policy, which is described in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025. The Company has entered into an Indemnification Agreement with Ms. Patchett in substantially the form of the Form Indemnification Agreement for Directors and Officers filed by the Company with the Securities and Exchange Commission on February 28, 2011 as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Item 7.01 Regulation FD Disclosure.

On November 18, 2025, the Company issued a press release announcing the appointment of Ms. Patchett as Executive Vice President and Chief Operating Officer. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1    Press Release dated November 18, 2025.

104    Cover Page interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

BROOKDALE SENIOR LIVING INC.

Date:

November 18, 2025

By:

/s/ Chad C. White

Name:

Chad C. White

Title:

Executive Vice President, General Counsel and Secretary

FAQ

What did Brookdale Senior Living Inc. (BKD) announce in this 8-K filing?

Brookdale Senior Living Inc. announced that its Board appointed Mary Sue Patchett as Executive Vice President and Chief Operating Officer, effective December 1, 2025, and that she will serve as the company’s principal operating officer.

Who is Mary Sue Patchett, the new COO of Brookdale Senior Living (BKD)?

Mary Sue Patchett, age 62, has a long history with Brookdale, having held multiple senior leadership positions from 2011 until her retirement in 2021, including Executive Vice President of Strategic Operations and Executive Vice President of Community and Field Operations, and she rejoined the company in August 2025 as Interim Executive Vice President – Community & Field Operations.

What is the compensation package for Brookdale’s new COO, Mary Sue Patchett?

Effective December 1, 2025, Ms. Patchett will receive an annual base salary of $530,000, be eligible for an annual cash incentive with a target equal to 80% of her base salary paid during the plan year, and, starting in 2026, be eligible for long-term incentive awards under the 2024 Omnibus Incentive Plan.

What long-term incentive awards will Mary Sue Patchett receive at Brookdale Senior Living?

For 2026, Ms. Patchett’s long-term incentives include annual awards with an aggregate target grant value of $800,000 for her 2026 service and prorated awards with an aggregate grant value of $67,945 for her service in December 2025, with performance- and time-based vesting terms to be approved by the Compensation Committee.

Are there any related-party or family relationships involving Brookdale’s new COO?

Brookdale states there are no family relationships between Ms. Patchett and any of its executive officers or directors, and she has not engaged in transactions with the company that would be reportable under Item 404(a) of Regulation S-K.

What severance and protection arrangements apply to Brookdale’s new COO?

Effective December 1, 2025, Ms. Patchett will participate in the company’s Amended and Restated Tier I Severance Pay Policy, and she has an indemnification agreement in substantially the same form as Brookdale’s standard Form Indemnification Agreement for directors and officers.

Did Brookdale Senior Living issue a press release about the COO appointment?

Yes. On November 18, 2025, Brookdale issued a press release announcing Ms. Patchett’s appointment as Executive Vice President and Chief Operating Officer, and this press release is furnished as Exhibit 99.1 to the report.