Brookdale (NYSE: BKD) EVP reports new stock and RSU grants

Rhea-AI Filing Summary

Brookdale Senior Living executive Jaclyn C. Pritchett, EVP of Human Resources, reported equity awards of the company’s common stock. On February 12, 2026, she acquired 11,036 shares at $0 per share, bringing her direct holdings to 140,415 shares. She also acquired an additional 31,438 shares at $0, increasing her direct ownership to 171,853 shares.

The first award reflects a grant of time-based restricted stock units under Brookdale’s 2024 Omnibus Incentive Plan, vesting in three annual installments beginning February 27, 2027, subject to continued employment. Separately, the Compensation Committee determined achievement levels for four tranches of earlier performance-based restricted stock units for a performance period ending December 31, 2025, which are generally eligible to vest on February 27, 2026, 2027, or 2028. In addition, performance-based restricted stock units granted on February 12, 2026 are tied to up to 16,554 shares at target performance.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pritchett Jaclyn C

Role EVP - Human Resources

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,036	$0.00	--
Grant/Award	Common Stock	31,438	$0.00	--

Holdings After Transaction: Common Stock — 140,415 shares (Direct)

Footnotes (1)

1. Grant of time-based restricted stock units under the Brookdale Senior Living Inc. 2024 Omnibus Incentive Plan. Such restricted stock units are eligible to vest ratably in three annual installments beginning February 27, 2027, subject to continued employment. Each restricted stock unit is generally payable in the form of one share of the issuer's common stock upon vesting. This Form 4 does not report the grant of performance-based restricted stock units to the reporting person on February 12, 2026, which will be eligible to vest and be paid with respect to 16,554 shares of the issuer's common stock at target performance levels. The actual number of shares of the issuer's common stock, if any, that become payable under such performance-based restricted stock units will be reported following conclusion of the applicable performance periods. On February 12, 2026, the Compensation Committee determined the level of achievement of four tranches of performance-based restricted stock units previously awarded to the reporting person on February 15, 2023, February 15, 2024, and February 12, 2025 for the performance period ended December 31, 2025. Each performance-based restricted stock unit reported herein is generally payable in the form of one share of the issuer's common stock upon vesting. Such performance-based restricted stock units are generally eligible to vest on either February 27, 2026, February 27, 2027, or February 27, 2028, subject to continued employment.

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Pritchett Jaclyn C

(Last) (First) (Middle)

105 WESTWOOD PLACE

SUITE 400

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Brookdale Senior Living Inc. [ BKD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A(1)		11,036	A	$0	140,415	D
Common Stock	02/12/2026		A(2)		31,438	A	$0	171,853	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

Explanation of Responses:

1. Grant of time-based restricted stock units under the Brookdale Senior Living Inc. 2024 Omnibus Incentive Plan. Such restricted stock units are eligible to vest ratably in three annual installments beginning February 27, 2027, subject to continued employment. Each restricted stock unit is generally payable in the form of one share of the issuer's common stock upon vesting. This Form 4 does not report the grant of performance-based restricted stock units to the reporting person on February 12, 2026, which will be eligible to vest and be paid with respect to 16,554 shares of the issuer's common stock at target performance levels. The actual number of shares of the issuer's common stock, if any, that become payable under such performance-based restricted stock units will be reported following conclusion of the applicable performance periods.

2. On February 12, 2026, the Compensation Committee determined the level of achievement of four tranches of performance-based restricted stock units previously awarded to the reporting person on February 15, 2023, February 15, 2024, and February 12, 2025 for the performance period ended December 31, 2025. Each performance-based restricted stock unit reported herein is generally payable in the form of one share of the issuer's common stock upon vesting. Such performance-based restricted stock units are generally eligible to vest on either February 27, 2026, February 27, 2027, or February 27, 2028, subject to continued employment.

Remarks:

	/s/ Chad C. White, By Power of Attorney	02/17/2026
	** 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.

FAQ

What insider transactions did Brookdale Senior Living (BKD) EVP Jaclyn Pritchett report?

She reported two equity awards on February 12, 2026, acquiring 11,036 and 31,438 shares of Brookdale common stock at $0 per share. Both are equity grants, not open-market purchases, and increased her directly held shares.

How many Brookdale Senior Living (BKD) shares does Jaclyn Pritchett own after these awards?

After the first award, she directly owned 140,415 shares of Brookdale common stock. Following the second award reported the same day, her direct holdings rose to 171,853 shares. All reported holdings are shown as directly owned.

What are the terms of the time-based restricted stock units granted to the BKD EVP?

The grant consists of time-based restricted stock units under Brookdale’s 2024 Omnibus Incentive Plan. These units are eligible to vest in three equal annual installments starting February 27, 2027, subject to continued employment, and each vested unit is generally payable in one common share.

How are Brookdale’s performance-based restricted stock units for the EVP structured?

Performance-based restricted stock units are generally payable in one share of common stock upon vesting. Four tranches tied to a performance period ending December 31, 2025 are eligible to vest on February 27, 2026, 2027, or 2028, assuming continued employment and achieved targets.

What new performance-based restricted stock units did Jaclyn Pritchett receive on February 12, 2026?

She received performance-based restricted stock units that, at target performance levels, relate to 16,554 shares of Brookdale common stock. The actual number of shares earned will depend on performance and will be reported after applicable performance periods conclude.

Did the Compensation Committee make any determinations about earlier BKD performance awards?

On February 12, 2026, the Compensation Committee determined achievement levels for four tranches of performance-based restricted stock units granted in 2023, 2024, and 2025. These units are linked to a performance period ending December 31, 2025 and vest on future February 27 dates.