Brookdale (BKD) CFO uses 69,698 shares for RSU tax withholding

Rhea-AI Filing Summary

Brookdale Senior Living Inc. executive Dawn L. Kussow reported a tax-related share withholding transaction. On February 27, 2026, 69,698 shares of common stock were withheld at $15.30 per share to satisfy tax obligations upon vesting of previously granted restricted stock units. After this non-market tax-withholding disposition, she directly owned 486,476 shares.

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^*

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)
02/27/2026

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	02/27/2026		F(1)		69,698	D	$15.3	486,476	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. Represents share withholding to satisfy tax withholding obligations due upon the vesting of restricted stock units previously granted to the reporting person.

Remarks:

	/s/ Chad C. White, By Power of Attorney	03/03/2026
	** 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 (BKD) CFO Dawn Kussow report?

Brookdale CFO Dawn L. Kussow reported a tax-withholding share disposition. On February 27, 2026, 69,698 common shares were withheld at $15.30 per share to cover tax obligations triggered by the vesting of previously granted restricted stock units.

Was Dawn Kussow’s Brookdale (BKD) Form 4 transaction an open-market sale?

The transaction was not an open-market sale. It was a Form 4 code F tax-withholding disposition, where 69,698 shares were withheld to satisfy tax liabilities arising from vesting restricted stock units previously granted to Dawn L. Kussow.

How many Brookdale (BKD) shares were withheld for Dawn Kussow’s taxes?

A total of 69,698 Brookdale common shares were withheld. The shares were valued at $15.30 per share for this purpose, and the withholding satisfied tax obligations when previously granted restricted stock units vested for the executive.

How many Brookdale (BKD) shares does Dawn Kussow own after the Form 4 event?

After the tax-withholding disposition, Dawn L. Kussow directly owned 486,476 Brookdale common shares. This figure reflects her direct holdings following the February 27, 2026 share withholding tied to vested restricted stock units.

What does Form 4 transaction code F mean in Brookdale (BKD) CFO’s filing?

Transaction code F indicates a tax-withholding disposition. In this Brookdale filing, 69,698 shares were withheld to pay tax liabilities triggered when Dawn L. Kussow’s previously granted restricted stock units vested, rather than a discretionary market sale.

What triggered the share withholding in Brookdale (BKD) CFO Dawn Kussow’s Form 4?

The share withholding was triggered by the vesting of restricted stock units. When those previously granted units vested, 69,698 common shares were withheld at $15.30 each to satisfy Dawn L. Kussow’s associated tax withholding obligations.