[8-K] Brookdale Senior Living Inc. 7.00% Tangible Equity Units Reports Material Event

Rhea-AI Filing Summary

Schedule 13G Filing – iOThree Limited (Ticker: IOTR)

The filing discloses the beneficial ownership of iOThree Limited’s ordinary shares (par value $0.00625) as of 30 June 2025. A total of 25,650,000 ordinary shares are stated as issued and outstanding. Three reporting persons cross-filed the statement:

• Eng Chye Koh (Singapore citizen) – 19,209,600 shares, representing 74.89 % of the outstanding class, with sole voting and dispositive power.
• iO3 Strategic Investments Ltd. (British Virgin Islands) – 14,282,400 shares, representing 55.68 %, with sole voting and dispositive power.
• All Wealthy International Ltd. (British Virgin Islands) – 4,927,200 shares, representing 19.21 %, with sole voting and dispositive power.

The percentages are calculated by each filer against the same 25.65 million share base. Each filer certifies no shared voting or dispositive authority. The reporting persons have executed a joint filing agreement (Exhibit 1) and attest that the information is true, complete and correct as of the signature date, 15 July 2025.

Key observations for investors:

• Eng Chye Koh alone exceeds the 50 % threshold, implying effective control of corporate actions requiring shareholder approval.
• Two British Virgin Islands entities—likely investment vehicles—also cross the 5 % reporting threshold, further concentrating ownership.
• Because the combined disclosed stakes are well above 80 % of total shares, the effective public float appears limited, which may affect trading liquidity and governance dynamics.

Positive

• High insider commitment: Eng Chye Koh’s 74.89 % stake indicates strong alignment with the company’s long-term performance.

Negative

• Concentrated control: A single shareholder can unilaterally dictate corporate actions, reducing minority influence.
• Limited public float: With over 80 % of shares in insider hands, trading liquidity and index eligibility may be constrained.

Insights

Equity Research Analyst

TL;DR: Filing confirms overwhelming insider control (75 %) by Eng Chye Koh; float is small, liquidity and governance minority risk rise.

This Schedule 13G shows that Eng Chye Koh controls roughly three-quarters of iOThree’s outstanding shares, granting him near-absolute authority over shareholder votes, director elections and strategic decisions. Two affiliated BVI companies also individually exceed 5 %, reinforcing concentrated ownership. While such alignment can signal strong founder commitment, it simultaneously limits the influence of minority shareholders and may reduce free float, potentially increasing share-price volatility and limiting institutional participation. Because no financial results are provided, the main investment takeaway is structural rather than operational. Overall impact is material, as control dynamics are a key valuation input for small-cap issuers.

Corporate Governance Specialist

TL;DR: Majority control triggers governance red flags; minority protections crucial.

The 13G highlights a classical controlled-company setup. With 74.89 % ownership and sole voting power, Eng Chye Koh can pass ordinary and special resolutions unilaterally. The BVI entities, each above 5 %, might be related, but the filing does not clarify this. Investors should recognize that board independence, related-party transactions and takeover defenses could be influenced by the controlling shareholder. Limited public float (<20 % by implication) may also affect listing-standard exemptions. While not inherently negative, these facts are materially relevant for governance-risk assessment.

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
			FORM			8-K
CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)						July 11, 2025

Brookdale Senior Living Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-32641			20-3068069
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

105 Westwood Place,

Suite 400,

Brentwood,

Tennessee

37027

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code

(615)

221-2250

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share			BKD			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Frank M. Bumstead’s term as a member of the Board of Directors (the “Board”) of Brookdale Senior Living Inc. (the “Company”) expired at the conclusion of the Company’s 2025 annual meeting of stockholders held on July 11, 2025 (the “Annual Meeting”). As previously disclosed, Mr. Bumstead had provided notice to the Board that he would not be standing for re-election at the Annual Meeting. His decision to not stand for re-election to the Board was not due to any disagreement with the Company or the Board.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its Annual Meeting on July 11, 2025. Set forth below is information concerning each matter submitted to a vote at the Annual Meeting, including the final voting results tabulated by the Company’s independent Inspector of Elections, First Coast Results, Inc. Each such matter is described in detail in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 14, 2025 (the “Proxy Statement”).

(b) Proposal 1: Based on the final results, the eight directors elected at the Annual Meeting are Jordan R. Asher, Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, Denise W. Warren, and Lee S. Wielansky, each to hold office for a one-year term expiring at the 2026 annual meeting of stockholders. The following votes were taken in connection with the election of directors at the Annual Meeting:

Director Nominees						Votes For						Votes Withheld
Company Nominees
Jordan R. Asher						175,010,784						24,434,412
Claudia N. Drayton						169,794,583						29,650,562
Mark Fioravanti						179,138,214						20,307,058
Victoria L. Freed						125,712,689						73,732,454
Joshua Hausman						192,077,934						7,638,631
Elizabeth B. Mace						174,260,597						25,184,549
Denise W. Warren						192,349,378						7,097,185
Lee S. Wielansky						122,687,316						76,757,734
Ortelius Nominees
Steven J. Insoft						38,996,399						160,449,007
Paula J. Poskon						23,123,620						176,321,787
Frank J. Small						28,462,791						170,982,613
Ivona Smith						23,099,246						176,346,032
Steven L. Vick						74,766,330						124,679,297
Lori B. Wittman						61,387,896						138,057,383

Proposal 2: Stockholders approved, on an advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Proxy Statement. The following votes were taken in connection with the proposal:

			Votes For						Votes Against						Abstentions						Broker Non-Votes
			174,321,233						14,980,469						10,166,121						458,474

Proposal 3: Stockholders approved the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025. The following votes were taken in connection with the proposal:

			Votes For						Votes Against						Abstentions						Broker Non-Votes
			195,065,525						2,304,408						2,556,364						—

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BROOKDALE SENIOR LIVING INC.

Date:

July 15, 2025

By:

/s/ Chad C. White

Name:

Chad C. White

Title:

Executive Vice President, General Counsel and Secretary

FAQ

How many iOThree (IOTR) shares does Eng Chye Koh own?

Eng Chye Koh beneficially owns 19,209,600 ordinary shares, or 74.89 % of the outstanding class.

What percentage of iOThree Limited is owned by iO3 Strategic Investments Limited?

iO3 Strategic Investments Limited reports ownership of 14,282,400 shares, representing 55.68 % of the company.

Why was this Schedule 13G filed for IOTR?

Each reporting person surpassed the 5 % beneficial ownership threshold, triggering the SEC’s Schedule 13G reporting requirement.

Does any reporting person share voting power over IOTR shares?

No. All three filers report sole voting and dispositive power and 0 shared authority.

When was the ownership information for iOThree effective?

The ownership figures are stated as of 30 June 2025, with signatures dated 15 July 2025.