Brookdale Senior Living Inc. — BlackRock Portfolio Management LLC filed Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership of 5,408,993 shares of Common Stock, representing 2.3% of the class. The filing shows sole voting power for 5,386,362 shares and sole dispositive power for 5,408,993 shares.
Positive
None.
Negative
None.
Insights
BlackRock holds a passive but visible stake in Brookdale at 2.3%.
BlackRock Portfolio Management LLC reports beneficial ownership of 5,408,993 shares, equal to 2.3% of Brookdale's common stock. The filing classifies powers as primarily sole voting and sole dispositive, indicating direct portfolio control rather than shared custodial arrangements.
Such Schedule 13G/A amendments typically reflect updated holdings or reporting details; subsequent filings will show changes in percentage or shares held.
The amendment updates beneficial ownership disclosures under Schedule 13G/A requirements.
The filing follows the passive-investor route for reporting and lists the address and signature of an authorized representative. It includes Exhibit 24 (Power of Attorney) and Exhibit 99 per the form's Item 7 guidance.
Filing completeness and correct classification matter for Section 13 rules; the amendment indicates administrative upkeep rather than a change in control status.
Key Figures
Beneficial ownership:5,408,993 sharesPercent of class:2.3%Sole voting power:5,386,362 shares+1 more
4 metrics
Beneficial ownership5,408,993 sharesAmount beneficially owned reported in Item 4
Percent of class2.3%Percent of common stock reported in Item 4
Sole voting power5,386,362 sharesShares with sole power to vote reported in Item 4(c)(i)
Sole dispositive power5,408,993 sharesShares with sole power to dispose reported in Item 4(c)(iii)
Key Terms
Schedule 13G/A, beneficially owned, sole dispositive power, Exhibit 24
4 terms
Schedule 13G/Aregulatory
"Amendment No. 2 to a Schedule 13G/A reporting beneficial ownership"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedfinancial
"reflects the securities beneficially owned, or deemed to be beneficially owned"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerregulatory
"Sole power to dispose or to direct the disposition of: 5,408,993"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
How many Brookdale (BKD) shares does BlackRock report owning?
BlackRock Portfolio Management LLC reports beneficial ownership of 5,408,993 shares. This equals 2.3% of Brookdale's common stock as stated on the Amendment No. 2 Schedule 13G/A.
What voting and dispositive powers does BlackRock report for BKD?
The filing shows sole voting power for 5,386,362 shares and sole dispositive power for 5,408,993 shares. Those figures are reported in Item 4 of the Schedule 13G/A cover page.
What is the purpose of this Schedule 13G/A amendment for BKD?
The amendment updates beneficial ownership disclosures under Schedule 13G/A. It reflects current holdings and includes Exhibit 24 and Exhibit 99 as part of the filing record.
Who signed the Schedule 13G/A amendment for Brookdale (BKD)?
The filing is signed by Spencer Fleming, Managing Director, with the signature date shown as 05/01/2026 on the amendment's signature block.
Does the Schedule 13G/A indicate BlackRock is a passive or active investor in BKD?
The use of Schedule 13G/A reflects a passive investor reporting classification. The filing lists beneficial ownership and voting/dispositive powers consistent with passive reporting requirements.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Brookdale Senior Living Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
112463104
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
112463104
1
Names of Reporting Persons
BlackRock Portfolio Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,386,362.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
5,408,993.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,408,993.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.3 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Brookdale Senior Living Inc.
(b)
Address of issuer's principal executive offices:
105 WESTWOOD PLACE, SUITE 400, BRENTWOOD, TENNESSEE, 37027
Item 2.
(a)
Name of person filing:
BlackRock Portfolio Management LLC
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by certain business units (collectively, the "Reporting Business Units") of BlackRock, Inc. and its subsidiaries and affiliates. It does not include securities, if any, beneficially owned by other business units whose beneficial ownership of securities are disaggregated from that of the Reporting Business Units in accordance with such release.
(b)
Address or principal business office or, if none, residence:
BlackRock Portfolio Management LLC, 50 Hudson Yards New York, NY 10001
(c)
Citizenship:
See Item 4 of Cover Page
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
112463104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
5,408,993
(b)
Percent of class:
2.3%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
5,386,362
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
5,408,993
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of BROOKDALE SENIOR LIVING INC. No one person's interest in the common stock of BROOKDALE SENIOR LIVING INC is more than five percent of the total outstanding common shares.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit 99
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
