Brookdale (NYSE: BKD) CFO receives new stock grants and RSU awards

Rhea-AI Filing Summary

Brookdale Senior Living executive vice president and chief financial officer Dawn L. Kussow reported equity awards that increase her direct holdings of the company’s common stock. On February 12, 2026, she acquired 41,692 shares and 118,805 shares of common stock at a reported price of $0 per share through grants classified as awards or other acquisitions, bringing her directly held beneficial ownership to 556,174 shares after these transactions.

The filing explains that time-based restricted stock units were granted under Brookdale’s 2024 Omnibus Incentive Plan, eligible to vest in three equal annual installments beginning February 27, 2027, subject to continued employment, with each unit generally payable in one share upon vesting. It also notes a separate grant of performance-based restricted stock units on February 12, 2026 tied to a target 62,539 shares of common stock, with the actual shares to be determined after performance periods conclude. In addition, the Compensation Committee determined achievement levels for earlier performance-based awards granted in 2023, 2024, and 2025 for the performance period ended December 31, 2025, which are generally eligible to vest on February 27, 2026, February 27, 2027, or February 27, 2028, again subject to continued employment.

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

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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^*

Kussow Dawn L

(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 & Chief Financial Officer

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)		41,692	A	$0	437,369	D
Common Stock	02/12/2026		A(2)		118,805	A	$0	556,174	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 62,539 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).
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FAQ

What did Brookdale Senior Living (BKD) disclose about its CFO’s recent stock transactions?

Brookdale reported that EVP and CFO Dawn L. Kussow received equity awards on February 12, 2026, classified as grants or other acquisitions. These awards increased her directly held beneficial ownership of Brookdale common stock to 556,174 shares following the reported transactions.

How many Brookdale (BKD) shares did the CFO acquire in the latest Form 4 filing?

The CFO acquired 41,692 shares and 118,805 shares of Brookdale common stock on February 12, 2026 through equity awards at a reported price of $0 per share, resulting in 556,174 directly held shares after the reported transactions in the filing.

What are the key terms of the time-based restricted stock units granted to Brookdale’s CFO?

The time-based restricted stock units were granted under Brookdale’s 2024 Omnibus Incentive Plan and are eligible to vest in three equal annual installments starting February 27, 2027, subject to continued employment, with each unit generally settled in one share of Brookdale common stock upon vesting.

What performance-based restricted stock units were referenced for Brookdale (BKD) CFO Dawn Kussow?

The filing notes a performance-based restricted stock unit grant on February 12, 2026 that is tied to a target of 62,539 Brookdale common shares. The actual number of shares payable will depend on performance outcomes and will be reported after the relevant performance periods conclude.

How did Brookdale’s Compensation Committee handle earlier performance-based awards to the CFO?

On February 12, 2026, Brookdale’s Compensation Committee determined achievement levels for four tranches of performance-based restricted stock units granted in 2023, 2024, and 2025 for the period ending December 31, 2025, with those awards generally eligible to vest in 2026, 2027, or 2028, subject to continued employment.

Does the Brookdale (BKD) Form 4 indicate whether the CFO’s awards are cash purchases of stock?

No cash purchases are indicated. The Form 4 classifies the transactions as grants, awards, or other acquisitions at a reported price of $0 per share, reflecting equity compensation rather than open-market stock purchases by Brookdale’s chief financial officer.