Brookdale (BKD) CEO awarded 114,040 time-based restricted stock units

Rhea-AI Filing Summary

Brookdale Senior Living Inc.'s Chief Executive Officer and director, Nikolas W. Stengle, reported an equity award on common stock. On February 12, 2026, he acquired 114,040 shares through a grant classified as a time-based restricted stock unit award at a price of $0 per share, bringing his beneficial ownership to 271,771 shares held directly.

The time-based restricted stock units are eligible to vest in three equal annual installments beginning on February 27, 2027, subject to continued employment, and each unit is generally payable in one share of common stock upon vesting. A separate grant of performance-based restricted stock units made on February 12, 2026 may pay out with respect to 171,061 shares at target performance levels, with actual shares to be determined after the performance periods conclude.

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^*

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)
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)		114,040	A	$0	271,771	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 171,061 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	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 its CEO?

Brookdale Senior Living’s CEO Nikolas W. Stengle reported an equity award acquisition. He received 114,040 shares of common stock via a time-based restricted stock unit grant at $0 per share, increasing his beneficial ownership to 271,771 directly held shares after the transaction.

How many Brookdale Senior Living (BKD) shares does the CEO own after this Form 4?

After the reported award, CEO Nikolas W. Stengle beneficially owns 271,771 Brookdale Senior Living common shares directly. This figure reflects the addition of 114,040 shares from a time-based restricted stock unit grant reported as acquired on February 12, 2026.

What are the vesting terms of the CEO’s time-based RSU grant at Brookdale Senior Living (BKD)?

The time-based restricted stock units vest in three equal annual installments. Vesting begins on February 27, 2027, and is subject to continued employment. Each restricted stock unit is generally payable in the form of one share of Brookdale Senior Living common stock upon vesting.

Did Brookdale Senior Living (BKD) grant performance-based RSUs to its CEO on February 12, 2026?

Yes. Separate from the time-based award, performance-based restricted stock units were granted that may pay out with respect to 171,061 shares at target levels. Actual shares, if any, will be determined and reported after the applicable performance periods conclude.

Was the Brookdale Senior Living (BKD) CEO’s Form 4 transaction an open-market stock purchase?

No. The Form 4 shows an acquisition coded as a grant or award, not an open-market purchase. The CEO received 114,040 shares in connection with a time-based restricted stock unit award at a reported price of $0 per share.