[DEFA14A] Brookdale Senior Living Inc. 7.00% Tangible Equity Units Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

On July 8, 2025, The Procter & Gamble Company (NYSE: PG) filed a Form 8-K under Item 7.01 (Regulation FD) to disclose that its Board of Directors has declared a quarterly cash dividend of $1.0568 per share.

The dividend applies to both the Common Stock and the Series A and Series B ESOP Convertible Class A Preferred Stock. It will be paid on or after August 15, 2025 to shareholders of record as of the close (Common) or start (ESOP Preferred) of business on July 18, 2025.

No other financial metrics, strategic actions, or material transactions were announced. The company furnished the related press release as Exhibit 99.1 and included standard Inline XBRL cover-page tagging (Exhibit 104).

Positive

• Board declared a $1.0568 quarterly dividend, payable August 15, 2025, reinforcing the company’s long-standing shareholder return policy.

Negative

• None.

Insights

Equity Income Analyst

TL;DR: PG maintained its $1.0568 quarterly dividend; routine but confirms continued cash-return policy.

The filing simply confirms Procter & Gamble’s ongoing commitment to shareholder payouts. While the company did not indicate whether the rate has increased, a dividend of $1.0568 per quarter translates to an annualized $4.2272 per share, supporting PG’s profile as a dependable dividend aristocrat. Because no other operational or financial updates were included, the disclosure is largely informational and should have minimal valuation impact beyond reinforcing income visibility for investors.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☒ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 Brookdale Senior Living Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

Page 2 Below is the Company’s press release published on July 8, 2025, which was also posted on the Company’s website VoteBrookdaleBlue.com, in connec on with its 2025 Annual Mee ng of Stockholders, which will be held on July 11, 2025: Brookdale’s Board Reminds Shareholders to Vote the BLUE Proxy Card “FOR” ONLY Brookdale’s Eight Superior and Highly Qualified Director Nominees Ahead of this Friday’s Annual Mee ng June Occupancy Shows Con nued Momentum in Execu on of Clear, Compelling and Effec ve Strategy Set by Recently Refreshed, Fit-for-Purpose Board Elec on of Even a Single Ortelius Nominee Would Risk Compromising Brookdale’s Strong Forward Momentum NASHVILLE, Tenn., July 8, 2025 – Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") today reminds all Brookdale shareholders to vote the BLUE proxy card “FOR” ONLY Brookdale’s eight superior and highly qualified director nominees in advance of the Company’s upcoming 2025 Annual Mee ng of Stockholders, scheduled to be held on July 11, 2025. Brookdale’s recent occupancy results clearly demonstrate that the Company’s strategy to create shareholder value is working. During the month of June, the Company delivered 81.1% same community weighted average occupancy, reflec ng occupancy accelera on during the quarter, and same community month end occupancy of 82.8% demonstra ng con nued strong demand and sales execu on. Second quarter weighted average consolidated occupancy was 80.1%, a key milestone for cash flow growth. By successfully execu ng on its key ini a ves – improving opera ng performance, op mizing the real estate por olio, reinves ng capital into communi es, reducing leverage, and ensuring high-quality environments for residents and associates – Brookdale’s Board and management team are genera ng posi ve momentum. Brookdale urges shareholders not to hand control of Brookdale’s Board to Ortelius Advisors, L.P. (“Ortelius”), which beneficially owns only 1% of Brookdale’s shares. Ortelius does not understand Brookdale’s business, has a flawed plan, and has nominated director candidates who do not have the right exper se to oversee the Company’s path forward. Elec ng even one of Ortelius’ director nominees would derail the Company’s progress and impair the Board’s ability to recruit and effec vely oversee a new CEO – significantly jeopardizing shareholder value crea on poten al. As shareholders cast their votes, Brookdale reminds them that: Brookdale’s Board has the right mix of skills and exper se to oversee the Company’s con nuing growth and transforma on. With extensive experience in the cri cal areas of senior

 

Page 3 living, hospitality, sales and marke ng, clinical healthcare, opera ons, finance and economics, and mergers and acquisi ons, Brookdale’s director slate has the skills, insights and perspec ves that are cri cal to Brookdale’s opera ng strategy, real estate por olio, and regulatory rela onships. The Brookdale Board has demonstrated its commitment to refreshment, with four directors having been appointed since June 2024. If Brookdale’s nominees are elected, the Board will be composed of eight highly qualified and engaged directors, seven of whom are independent, with an average tenure of less than four years. If one or more of Ortelius’ directors are elected to the Board to replace directors with invaluable institutional knowledge of Brookdale’s business, such as Victoria L. Freed and Lee S. Wielansky, a majority of the Board will have served on the Board for approximately one year or less, creating an information gap for any new CEO. The Board holds the management team accountable and has a CEO search well-underway, informed by shareholder feedback. The Board’s CEO Search Commi ee, consis ng of Denise W. Warren, Victoria L. Freed, Elizabeth B. Mace and Lee S. Wielansky, has been carefully composed to help ensure that any CEO candidate possesses the requisite experience and understanding of the key areas of Brookdale’s business: senior living, healthcare, hospitality, and real estate. A leading independent search firm, Spencer Stuart, is suppor ng their efforts and has compiled a robust list of poten al candidates. The Board is carefully reviewing these candidates as it works to find a CEO that will deliver sustained and compelling returns to shareholders. Removing cri cal members of the CEO Search Commi ee could disrupt and delay this search process. Over the past several years, Brookdale has streamlined opera ons, simplified the business, ra onalized our lease por olio, and reduced leverage. Since 2022, Brookdale has renego ated leases for ~250 communi es previously inherited by the Company and reduced the number of leased units by 19% since Q1 2021, all of which have been executed with the ac ve oversight of the Board’s Investment Commi ee, chaired by director Lee S. Wielansky. By year-end 2025, the Company will have reduced its community por olio to less than 600 from more than 1,000 in 2017. Brookdale’s post-COVID growth is in line with peers, and, in 2024, the Company outperformed compared to 2019 across key metrics including consolidated RevPAR, opera ng income per available unit and adjusted EBITDA margin. Ortelius has demonstrated a lack of understanding of Brookdale’s business. Ortelius’ strategic ideas are misguided, oversimplify Brookdale’s por olio, fail to recognize that Brookdale is not a real estate investment trust (“REIT”) and overlook the significant progress that is already underway. None of Ortelius’ nominees have experience in cri cal areas such as clinical healthcare, hospitality, or sales and marke ng. Addi onally, the experience of Ortelius’ slate is dispropor onately skewed toward REITS and skilled nursing, which represents only 2% of Brookdale’s business. Brookdale is a senior living operator, which requires experience in senior housing, hospitality, real estate, and healthcare. Replacing a director like Victoria L. Freed would eliminate a key skillset in revenue management, sales and marke ng and hospitality that has helped drive greater occupancy rates.

 

Page 4 Brookdale’s Board and management team made repeated good-faith efforts to engage with Ortelius to avoid a proxy contest. Despite these efforts, Ortelius did not engage construc vely and refused to allow the Board to interview any of its nominees as part of its refreshment process. The Annual Mee ng is fast approaching. Do not let Ortelius’ reckless campaign disrupt the progress the Brookdale Board has made in driving shareholder value crea on. Whether or not shareholders expect to a end, we urge all Brookdale shareholders to vote TODAY “FOR” ONLY Brookdale’s eight superior and highly qualified director nominees using the BLUE proxy card. The future of Brookdale and shareholders’ investment depends on this vote. Brookdale reminds all shareholders that every vote is important, no ma er how many or few shares you own. Please simply disregard any white proxy card you may receive from Ortelius. Since me is short, we urge Brookdale shareholders to follow the easy instruc ons on the BLUE proxy card or BLUE vo ng instruc on form to vote electronically. If Brookdale shareholders have any ques ons or require any assistance in vo ng their shares, please contact Brookdale’s proxy solicitor, Innisfree M&A Incorporated, at+ 1 (877) 750-5838 (toll-free from the U.S. and Canada) or +1 (412) 232-3651 (from other countries). ABOUT BROOKDALE SENIOR LIVING Brookdale Senior Living Inc. is the nation's premier operator of senior living communities. With 645 communities across 41 states and the ability to serve approximately 58,000 residents as of June 30, 2025, Brookdale is committed to its mission of enriching the lives of seniors through compassionate care, clinical expertise, and exceptional service. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities, offering tailored solutions that help empower seniors to live with dignity, connection, and purpose. Leveraging deep expertise in healthcare, hospitality, and real estate, Brookdale creates opportunities for wellness, personal growth, and meaningful relationships in settings that feel like home. Guided by its four cornerstones of passion, courage, partnership, and trust, Brookdale is committed to delivering exceptional value and redefining senior living for a brighter, healthier future. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit brookdale.com or connect with Brookdale on Facebook or YouTube. FORWARD-LOOKING STATEMENTS Certain statements in this communica on may cons tute forward-looking statements within the meaning of the Private Securi es Li ga on Reform Act of 1995. These forward-looking statements are subject to various risks and uncertain es and include all statements that are not historical statements of fact and those regarding the Company’s intent, belief, or expecta ons. Forward-looking statements are generally iden fiable by use of forward-looking terminology such as “may,” “will,” “should,” “could,” “would,” “on track,” “poten al,” “intend,” “enable,” “expect,” “endeavor,” “seek,” “an cipate,” “es mate,” “execu ng,” “believe,” “poised,” “posi oned,” “project,” “predict,” “con nue,” “plan,” “target,” or other similar words or expressions, and include statements regarding the focus of the Board of Directors and management of the Company, the execu on and advancement of the Company’s strategy, the Company’s CEO search process, the Company’s ability to con nue to successfully execute on key ini a ves, deliver posi ve financial and opera onal performance and drive enhanced shareholder

 

Page 5 value. These forward-looking statements are based on certain assump ons and expecta ons, and the Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that expecta ons reflected in any forward-looking statements are based on reasonable assump ons, it can give no assurance that its assump ons or expecta ons will be a ained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on the Company’s opera ons and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; the effects of senior housing construc on and development, lower industry occupancy, and increased compe on; condi ons of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where the Company is concentrated; termina ons of the Company’s resident agreements and vacancies in the living spaces it leases; changes in reimbursement rates, methods, or ming under governmental reimbursement programs including the Medicare and Medicaid programs; failure to maintain the security and func onality of the Company’s informa on systems, to prevent a cybersecurity a ack or breach, or to comply with applicable privacy and consumer protec on laws, including HIPAA; the Company’s ability to complete its capital expenditures in accordance with its plans; the Company’s ability to iden fy and pursue development, investment, and acquisi on opportuni es and its ability to successfully integrate acquisi ons; compe on for the acquisi on of assets; the Company’s ability to complete pending or expected disposi on, acquisi on, or other transac ons on agreed upon terms or at all, including in respect of the sa sfac on of closing condi ons, the risk that regulatory approvals are not obtained or are subject to unan cipated condi ons, and uncertain es as to the ming of closing, and the Company’s ability to iden fy and pursue any such opportuni es in the future; risks related to the implementa on of the Company’s strategy, including ini a ves undertaken to execute on the Company’s strategic priori es and their effect on its results; any resurgence or variants of the COVID-19 pandemic; limits on the Company’s ability to use net opera ng loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; the risks associated with tariffs and the uncertain dura on of trade conflicts; disrup ons in the financial markets or decreases in the appraised values or performance of the Company’s communi es that affect the Company’s ability to obtain financing or extend or refinance debt as it matures and the Company’s financing costs; the Company’s ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund its planned capital projects; the effect of any non-compliance with any of the Company’s debt or lease agreements (including the financial or other covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of the Company’s non-compliance with any such agreements and the risk of loss of the Company’s property securing leases and indebtedness due to any resul ng lease termina ons and foreclosure ac ons; the inability to renew, restructure, or extend leases, or exercise purchase op ons at or prior to the end of any exis ng lease term; the effect of the Company’s indebtedness and long-term leases on the Company’s liquidity and its ability to operate its business; increases in market interest rates that increase the costs of the Company’s debt obliga ons; the Company’s ability to obtain addi onal capital on terms acceptable to it; departures of key officers and poten al disrup on caused by changes in management; increased compe on for, or a shortage of, associates, wage pressures resul ng from increased compe on, low unemployment levels, minimum wage increases and changes in over me laws, and union ac vity; environmental contamina on at any of the Company’s communi es; failure to comply with exis ng environmental laws; an adverse determina on or resolu on of complaints filed against the Company, including puta ve class ac on complaints; nega ve publicity with respect to any lawsuits, claims, or other legal or regulatory

 

Page 6 proceedings; costs to respond to, and adverse determina ons resul ng from, government inquiries, reviews, audits, and inves ga ons; the cost and difficulty of complying with increasing and evolving regula on, including new disclosure obliga ons; changes in, or its failure to comply with, employment- related laws and regula ons; the risks associated with current global economic condi ons and general economic factors on the Company and the Company’s business partners such as infla on, commodity costs, fuel and other energy costs, compe on in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, tax rates, tariffs, geopoli cal tensions or conflicts, and uncertainty surrounding a new presiden al administra on, the impact of seasonal contagious illness or other contagious disease in the markets in which the Company operates; ac ons of ac vist stockholders, including as a result of the current proxy contest and any poten al change of control of the Company or the Board; as well as other risks detailed from me to me in the Company’s filings with the Securi es and Exchange Commission (“SEC”), including those set forth in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cau onary statements in such SEC filings. Readers are cau oned not to place undue reliance on any of these forward-looking statements, which reflect management’s views as of the date of this communica on. The Company cannot guarantee future results, levels of ac vity, performance or achievements, and, except as required by law, it expressly disclaims any obliga on to release publicly any updates or revisions to any forward-looking statements contained in this communica on to reflect any change in the Company’s expecta ons with regard thereto or change in events, condi ons, or circumstances on which any statement is based. CONTACTS media.rela ons@brookdale.com Tim Lynch / Leigh Parrish Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449

 

FAQ

What dividend did Procter & Gamble (PG) declare on July 8, 2025?

The Board declared a $1.0568 quarterly cash dividend per share.

When is the record date for PG’s new dividend?

Shareholders of record on July 18, 2025 will be eligible to receive the dividend.

When will Procter & Gamble pay the announced dividend?

The dividend is scheduled to be paid on or after August 15, 2025.

Which PG share classes receive the $1.0568 dividend?

The dividend applies to Common Stock and both Series A and Series B ESOP Convertible Class A Preferred Stock.

Why did PG file an 8-K for this dividend announcement?

The company furnished the information under Item 7.01 (Regulation FD) to provide broad, simultaneous disclosure to the market.