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

Rhea-AI Filing Summary

Form 4 highlight: On 07/31/2025 Brookdale Senior Living Inc. (BKD) director Joshua Hausman received 12,903 restricted shares of common stock under the 2024 Omnibus Incentive Plan. Transaction code “A” confirms this was an equity grant at $0.00, not an open-market purchase.

The award will vest 04/24/2026, subject to continued service. After the grant, Hausman’s direct beneficial ownership totals 12,903 BKD shares; no derivative positions or additional transactions were reported. The filing contains no sales, options, or 10b5-1 plan disclosures.

This is routine director compensation. The modest share issuance results in immaterial dilution but modestly improves alignment between the director and shareholders.

Positive

• Equity alignment: Grant increases the director’s ownership stake, modestly linking incentives with shareholder value.

Negative

• Dilution: New shares are issued at no cost, causing minor dilution, though the impact appears immaterial.

Insights

Securities Analyst

TL;DR: Routine 12.9k-share director grant; negligible dilution, slight alignment benefit—overall neutral for BKD investors.

The Form 4 records a standard equity compensation event: 12,903 restricted shares issued to director Joshua Hausman at no cost, vesting in April 2026. No cash changed hands, and there are no derivative securities involved. Such grants are customary for governance and retention, so market impact is limited. The share count is minimal relative to Brookdale’s float, implying immaterial dilution. Positively, a greater personal stake can strengthen board-shareholder alignment. Absent insider buying or sales signals, the disclosure is best viewed as neutral in valuation terms.

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
Estimated average burden
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^*

Hausman Joshua

(Last) (First) (Middle)

C/O BROOKDALE SENIOR LIVING INC.

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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		A		12,903(1)	A	$0	12,903	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. Grant of restricted shares of Common Stock under the Brookdale Senior Living Inc. 2024 Omnibus Incentive Plan. The shares will vest on April 24, 2026, subject to continued service.

Remarks:

	/s/ Chad C. White, By Power of Attorney	08/04/2025
	** 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

How many Brookdale (BKD) shares did director Joshua Hausman receive?

He was granted 12,903 restricted shares of common stock.

When will the restricted stock awarded to Hausman vest?

The shares are scheduled to vest on 04/24/2026.

Was the reported transaction an open-market purchase?

No. The filing code "A" shows a grant of restricted stock at $0.00, not a purchase.

What is Hausman’s total Brookdale share ownership after this filing?

Following the grant, he beneficially owns 12,903 shares directly.

Does the Form 4 list any derivative security transactions?

No derivative securities were reported in this filing.

On what date was the Form 4 filed with the SEC?

The signature date on the filing is 08/04/2025.