Brookdale (BKD) director Claudia Drayton granted 9,810 restricted stock units

Rhea-AI Filing Summary

Brookdale Senior Living Inc. director Claudia Drayton reported an acquisition of 9,810 shares of common stock-equivalent awards on February 12, 2026. The filing shows these were restricted stock units granted at a price of $0 per unit under the company’s 2024 Omnibus Incentive Plan.

Each restricted stock unit is generally payable in one share of Brookdale common stock after Drayton’s service on the Board of Directors ends. She elected to receive these restricted stock units instead of unrestricted common shares. Following this grant, she directly holds 41,265 shares or share-equivalent awards.

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^*

Drayton Claudia

(Last) (First) (Middle)

C/O BROOKDALE SENIOR LIVING INC.

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
	Officer (give title below)		Other (specify below)

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)		9,810	A	$0	41,265	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. Acquisition of restricted stock units under the Brookdale Senior Living Inc. 2024 Omnibus Incentive Plan pursuant to the issuer's non-employee director compensation program. Each restricted stock unit will generally be payable in the form of one share of the issuer's common stock following the reporting person's termination of service as a member of the issuer's Board of Directors. The reporting person elected to receive such restricted stock units in lieu of unrestricted shares of common stock.

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 transaction did Brookdale Senior Living (BKD) report for Claudia Drayton?

Brookdale Senior Living reported that director Claudia Drayton acquired 9,810 restricted stock units on February 12, 2026. These units were granted under the 2024 Omnibus Incentive Plan as part of the non-employee director compensation program and count as common stock equivalents.

How many Brookdale (BKD) shares does Claudia Drayton hold after this Form 4 transaction?

After the reported grant, Claudia Drayton beneficially owns 41,265 Brookdale common shares or share-equivalent awards. This total reflects the newly acquired 9,810 restricted stock units, which are reported as directly owned non-derivative securities in the Form 4 filing.

What type of award did Brookdale (BKD) grant to director Claudia Drayton?

Brookdale granted Claudia Drayton restricted stock units under its 2024 Omnibus Incentive Plan. Each restricted stock unit is generally payable in one share of Brookdale common stock, and the award was made pursuant to the non-employee director compensation program described in the filing footnote.

When will Claudia Drayton’s Brookdale (BKD) restricted stock units be paid out?

The restricted stock units will generally be settled in shares of Brookdale common stock after Claudia Drayton’s termination of service as a member of the Board. This means payout is tied to the end of her board tenure rather than a fixed calendar vesting date.

Did Claudia Drayton pay cash for the Brookdale (BKD) restricted stock units reported?

No cash changed hands for this award; the restricted stock units were granted at a reported price of $0 per unit. The filing describes the transaction as an acquisition under the company’s non-employee director compensation program, rather than an open-market purchase.

Why did Claudia Drayton receive Brookdale (BKD) restricted stock units instead of common shares?

The footnote states that Claudia Drayton elected to receive restricted stock units in lieu of unrestricted common shares. This election was made under Brookdale’s non-employee director compensation program, which allows directors to choose the form of their equity compensation.