[Form 4] Brookdale Senior Living Inc. 7.00% Tangible Equity Units Insider Trading Activity

Rhea-AI Filing Summary

Benjamin J. Ricci, Division Vice President of Brookdale Senior Living Inc. (symbol BKDT), reported a transaction on 08/20/2025. The Form 4 shows a disposition of 199 shares of Common Stock at a price of $7.31 per share, leaving the reporting person with 178,954 shares beneficially owned, held directly. The filing explains the 199-share reduction represents share withholding to satisfy tax withholding obligations arising from the vesting of previously granted restricted stock units. The Form 4 was signed by power of attorney on 08/21/2025.

Positive

• Disclosure of RSU tax withholding shows compliance with Section 16 reporting requirements
• Remaining ownership of 178,954 shares indicates continued substantial direct ownership by the reporting officer

Negative

• Disposition of 199 shares reduced the reporting person's share count (sold/withheld at $7.31 per share)

Insights

Securities Analyst

TL;DR: Small, routine insider share withholding for RSU taxes; no indication of change in control or material shift.

The Form 4 documents a modest disposal of 199 shares at $7.31 attributable to tax withholding on vested restricted stock units, leaving 178,954 shares owned directly by the reporting officer. This is a routine administrative transaction rather than an open-market sale to raise cash. The disclosure meets Section 16 reporting requirements and provides transparency on insider equity movements without signaling a material change to ownership or governance.

Corporate Governance Expert

TL;DR: Compliance filing for tax-withholding on RSU vesting; no governance concerns presented.

The filing identifies Benjamin J. Ricci as a Division Vice President and reports the withholding of 199 shares to satisfy taxes on vested restricted stock units. The transaction type and explanation align with standard compensation settlement practices. There is no indication of executive departure, related-party transaction complexity, or other governance events requiring additional disclosure.

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

OMB Number:			3235-0287
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hours per response:			0.5

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^*

RICCI BENJAMIN J.

(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)
	Division Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2025

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	08/20/2025		F(1)		199	D	$7.31	178,954	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. Represents share withholding to satisfy tax withholding obligations due upon the vesting of restricted stock units previously granted to the reporting person.

Remarks:

	/s/ Chad C. White, By Power of Attorney	08/21/2025
	** 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 transaction did Benjamin J. Ricci report on Form 4 for BKDT?

The Form 4 reports a disposition of 199 shares of Common Stock on 08/20/2025 at a price of $7.31 per share.

Why were 199 shares disposed according to the filing?

The filing states the 199-share disposition represents share withholding to satisfy tax withholding obligations due upon the vesting of restricted stock units.

How many shares does the reporting person own after the transaction?

After the reported transaction, the reporting person beneficially owns 178,954 shares held directly.

What is Benjamin J. Ricci's role at Brookdale Senior Living?

The Form 4 identifies Benjamin J. Ricci as a Division Vice President and an officer of the issuer.

When was the Form 4 signed and filed?

The Form 4 was signed by power of attorney on 08/21/2025 and reports the transaction dated 08/20/2025.