[Form 4] Brookdale Senior Living Inc. Insider Trading Activity

Rhea-AI Filing Summary

Nikolas W. Stengle, who is listed as both Director and Chief Executive Officer of Brookdale Senior Living Inc. (BKD), was granted 157,731 time-based restricted stock units under the company's 2024 Omnibus Incentive Plan on 10/06/2025. These units are eligible to vest in three equal annual installments beginning on 10/06/2026, subject to continued employment, and each unit is generally payable as one share upon vesting. The filing notes an additional grant of performance-based restricted stock units at target covering 236,596 shares that are not reported here; the actual number payable will depend on future performance and will be reported after the applicable performance periods conclude. Following the reported grant, the reporting person beneficially owns 157,731 shares on a direct basis.

Positive

• Significant equity-based retention: CEO granted 157,731 time-based RSUs to align incentives
• Multi-year vesting: RSUs vest ratably over three years beginning 10/06/2026, promoting retention

Negative

• Vesting conditioned on continued employment: no immediate transfer of shares unless employment continues
• Uncertainty from performance awards: 236,596 performance RSUs at target are unreported here and depend on future performance metrics

Insights

Compensation Analyst

CEO award mixes time-based and larger performance awards, with multi-year vesting and continued-employment conditions.

The 157,731 time-based restricted stock units align executive pay with shareholder value by converting to common shares over three years starting on 10/06/2026. The award structure preserves retention through continued-employment vesting and delays share issuance until vesting events occur.

Dependence on service and separate performance-based units covering 236,596 shares creates uncertainty about final dilution and realized pay; the performance units will be settled only after performance periods end and will be reported then. Monitor vesting schedules and performance metric outcomes over the next 1-3 years for realized impact.

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

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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^*

Stengle Nikolas W

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2025

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	10/06/2025		A(1)		157,731	A	$0	157,731	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. Grants 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 October 6, 2026, 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 grants of performance-based restricted stock units to the reporting person on October 6, 2025, which will be eligible to vest and be paid with respect to an aggregate of 236,596 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.

Remarks:

	/s/ Chad C. White, By Power of Attorney	10/08/2025
	** 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 did Brookdale (BKD) disclose about insider grants on 10/06/2025?

The filing reports a grant of 157,731 time-based restricted stock units to Nikolas W. Stengle on 10/06/2025, vesting in three annual installments starting on 10/06/2026.

Who is the reporting person in the BKD Form 4 filing?

The reporting person is Nikolas W. Stengle, identified as both a Director and the Chief Executive Officer.

How many performance-based units were mentioned in the BKD Form 4?

The filing states performance-based restricted stock units at target covering 236,596 shares were granted on the same date but are not reported in this Form 4; final shares depend on performance.

When will the time-based RSUs begin to vest for BKD's CEO?

The time-based RSUs are eligible to vest ratably in three annual installments beginning on 10/06/2026, subject to continued employment.

Does this Form 4 show immediate ownership of shares for BKD's CEO?

The Form 4 shows beneficial ownership of 157,731 RSUs on a direct basis, but they are restricted and generally payable in shares only upon vesting.