Brookdale (NYSE: BKD) COO receives 21,286 time-based RSUs in equity grant

Rhea-AI Filing Summary

Brookdale Senior Living Inc. executive Mary Sue Patchett, EVP and Chief Operating Officer, reported an acquisition of 21,286 shares of common stock on February 12, 2026 through a grant of time-based restricted stock units at a price of $0 per share. Following this award, she directly beneficially owns 60,123 common shares.

The restricted stock units were granted under the Brookdale Senior Living Inc. 2024 Omnibus Incentive Plan and are eligible to vest in three equal annual installments beginning February 27, 2027, subject to continued employment. A separate grant of performance-based restricted stock units tied to up to 31,930 shares at target levels was also made on February 12, 2026, with the actual number of shares to be reported after the applicable 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

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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^*

Patchett Mary Sue

(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 Operating 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)		21,286	A	$0	60,123	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 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 grants 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 31,930 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 (BKD) report for Mary Sue Patchett?

Brookdale Senior Living reported that EVP and Chief Operating Officer Mary Sue Patchett acquired 21,286 shares of common stock through a grant of time-based restricted stock units at $0 per share. This was recorded as an equity award, not an open-market purchase.

How many Brookdale (BKD) shares does Mary Sue Patchett own after this grant?

After the reported equity grant, Mary Sue Patchett beneficially owns 60,123 shares of Brookdale Senior Living common stock in direct form. This total reflects the newly awarded 21,286 time-based restricted stock units reported in the filing as acquired at no cash cost.

What are the vesting terms of Mary Sue Patchett’s new Brookdale (BKD) restricted stock units?

The 21,286 time-based restricted stock units granted to Mary Sue Patchett vest ratably in three annual installments beginning on February 27, 2027. Vesting is conditioned on continued employment, and each vested unit is generally payable in one share of Brookdale common stock.

Were any performance-based awards disclosed for Mary Sue Patchett at Brookdale (BKD)?

Yes. The footnote states that separate performance-based restricted stock units granted on February 12, 2026 may be paid with respect to 31,930 shares of common stock at target performance. The actual shares earned will be reported after performance periods end.

Under which plan were Mary Sue Patchett’s Brookdale (BKD) restricted stock units granted?

The time-based restricted stock units for Mary Sue Patchett were granted under the Brookdale Senior Living Inc. 2024 Omnibus Incentive Plan. This plan provides equity-based compensation, with these units eligible to vest over three years starting February 27, 2027, subject to continued employment conditions.

Did Mary Sue Patchett pay cash for the 21,286 Brookdale (BKD) shares reported?

No. The 21,286 shares were reported as an acquisition at a price of $0 per share, reflecting a grant of time-based restricted stock units rather than a cash purchase. The units convert into common stock as they vest over time.