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Brookdale Senior Living Inc.

For the period ended Jun 30, 2025. Filed Aug 7, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 7, 2025

BKD$9.01-16.7%Stored close · as of Nov 6, 2026

What changed in Risk Factors?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-07.

0001332349-25-000100

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther Information

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0001332349-25-000129

Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsOther Information

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 11 previous paragraphs and 18 current paragraphs.

10 unchanged; 1 reworded; 7 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

Amended and Restated Tier I Severance Pay Policy

Current report

On August 5, 2025, the Compensation Committee of the Board of Directors of the Company approved an amendment and restatement of the Amended and Restated Tier I Severance Pay Policy, dated effective February 10, 2022 (as amended and restated, the “Restated Tier I Policy”). The Restated Tier I Policy provides for severance payments and benefits to eligible participants, including certain of the Company’s named executive officers. Amendments to the Restated Tier I Policy include, among other administrative and clarifying changes, the following:

Current report

•In the event an eligible participant terminates employment with “good reason” (as defined therein), other than within 18 months following a “change in control” (as defined therein), such participant will be entitled to receive, upon signing an effective waiver and release of claims and continuing to comply with all applicable restrictive covenants and the other provisions of the Restated Tier I Policy, the following severance payments and benefits (which are equivalent to the severance payments and benefits payable upon an eligible participant’s termination without “cause”): (i) 100% of base salary and target annual bonus payable over 12 months following separation, excluding from the calculation any additional compensation that was in effect expressly on an interim basis; (ii) in the event the eligible participant has been employed by the Company for at least three months of the year of termination, a pro-rated annual bonus for the year of termination to the extent earned, payable when such bonus would otherwise be due; and (iii) any accrued but unpaid salary, any annual bonus earned but unpaid for any previously completed year, reimbursement of any business expenses properly incurred, and any benefits such participant may be entitled to under the Company’s benefits plans;

Current report

•For purposes of the definition of good reason, a material and significant reduction or adverse change with respect to the eligible participant’s compensation will be disregarded if (i) it applies to all eligible participants and (ii) does not occur following or in connection with a change in control, or if such reduction or change relates to any additional compensation that was in effect expressly on an interim basis;

Current report

•The definition of good reason will include a change in the eligible participant’s reporting relationship of two or more reporting levels, except for a change in reporting relationship that was in effect expressly on an interim basis; and

Current report

•Any amendment to the Restated Tier I Policy that would adversely affect the benefits that may be payable to an eligible participant cannot be effective for at least 24 months from the date of such amendment in the event the amendment is adopted on or after the date of a change in the individual serving as the Company’s Chief Executive Officer.

Current report

The remaining terms of the Restated Tier I Policy are as described in the Company’s definitive proxy statement filed with the SEC on May 14, 2025.
Reworded paragraphs (1)

Previous wording

During the fiscal quarter ended March 31, 2025, none of our directors or officers adopted orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Current wording

During the fiscal quarter ended June 30, 2025, none of our directors or officers adopted orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K. Subsequent to the end of the quarter ended June 30, 2025, on July 16, 2025, Lee S. Wielansky, a member of our Board of Directors, terminated his Rule 10b5-1 trading arrangement that was entered into on December 6, 2024.