Brookdale (NYSE: BKDT) to part ways with EVP H. Todd Kaestner

Rhea-AI Filing Summary

Brookdale Senior Living Inc. announced a leadership change tied to its ongoing organizational restructuring. The company and H. Todd Kaestner, its Executive Vice President – Corporate Development and President – CCRCs, entered into a Separation Agreement under which his role will end effective September 30, 2025.

Under this agreement, Mr. Kaestner will receive severance payments and benefits, including certain equity award acceleration and continued vesting, consistent with the company’s previously disclosed Amended and Restated Tier I Severance Pay Policy dated August 5, 2025 and his outstanding long‑term incentive award agreements, subject to the Separation Agreement’s terms and conditions.

Insights

Corporate governance analyst

Brookdale discloses the planned exit of a senior executive as part of its restructuring, with severance governed by existing policies.

The company states that Executive Vice President – Corporate Development and President – CCRCs, H. Todd Kaestner, will cease serving in his role effective September 30, 2025. This is framed as part of ongoing organizational restructuring, indicating a deliberate adjustment of leadership responsibilities rather than an abrupt change.

The Separation Agreement provides severance payments and benefits, including equity award acceleration and continued vesting, under the August 5, 2025 Amended and Restated Tier I Severance Pay Policy and existing long-term incentive agreements. Because the terms are tied to previously disclosed policies, this suggests the economic impact follows established arrangements rather than introducing new, non-standard obligations.

Future company communications may clarify how responsibilities previously overseen by Mr. Kaestner, particularly related to CCRCs and corporate development, are allocated within the leadership team as the restructuring progresses.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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Accepted by SEC EDGAR 09/03/2025 - 04:15 PM Learn about SEC filing dates

FAQ

What executive change did Brookdale Senior Living Inc. (BKDT) disclose?

Brookdale Senior Living Inc. disclosed that H. Todd Kaestner, its Executive Vice President – Corporate Development and President – CCRCs, will cease serving in his role effective September 30, 2025, under a Separation Agreement.

Why is H. Todd Kaestner leaving Brookdale Senior Living Inc. (BKDT)?

The company states that the Separation Agreement with H. Todd Kaestner is in connection with ongoing organizational restructuring efforts, and they mutually agreed that his role would cease.

What severance will H. Todd Kaestner receive from Brookdale (BKDT)?

Under the Separation Agreement, Mr. Kaestner will receive severance payments and benefits, including certain equity award acceleration and continued vesting, as provided under Brookdale’s Amended and Restated Tier I Severance Pay Policy dated August 5, 2025 and his long-term incentive award agreements.

When does the Separation Agreement with H. Todd Kaestner become effective?

Brookdale states that Mr. Kaestner’s role with the company will cease effective as of September 30, 2025, pursuant to the Separation Agreement dated September 3, 2025.

Is Brookdale Senior Living Inc. (BKDT) changing its severance policy in this filing?

No change to the severance policy is described; the filing indicates that Mr. Kaestner’s severance and equity treatment follow the previously disclosed Amended and Restated Tier I Severance Pay Policy dated August 5, 2025 and his existing long-term incentive agreements.

How is Brookdale’s executive change related to its restructuring?

The company explains that the Separation Agreement with H. Todd Kaestner and the end of his role are in connection with ongoing organizational restructuring efforts at Brookdale Senior Living Inc.

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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)						September 3, 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.

On September 3, 2025, in connection with ongoing organizational restructuring efforts, Brookdale Senior Living Inc. (the “Company”) and H. Todd Kaestner, the Company’s Executive Vice President – Corporate Development and President – CCRCs, entered into a Separation Agreement (the “Separation Agreement”) pursuant to which the Company and Mr. Kaestner mutually agreed that his role with the Company would cease, effective as of September 30, 2025. Pursuant to the Separation Agreement, Mr. Kaestner will receive the severance payments and benefits, including certain equity award acceleration and continued vesting, that he is entitled to receive under the terms of the Company’s previously disclosed Amended and Restated Tier I Severance Pay Policy, dated August 5, 2025, and his outstanding long-term incentive award agreements, subject to the terms and conditions set forth in the Separation Agreement.

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:

September 3, 2025

By:

/s/ Chad C. White

Name:

Chad C. White

Title:

Executive Vice President, General Counsel and Secretary