Brookdale Senior Living Inc.

Current report

On July 16, 2025, Lee S. Wielansky, a member of our Board of Directors, terminated a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) and originally adopted December 6, 2024 for the sale of up to 40,000 shares of common stock.

Previous report

The transition of management or unexpected departure of our key officers could harm our business.

Previous report

We are dependent on the efforts of our senior management. We have recently had turnover in the Company’s leadership with the departure of Lucinda M. Baier, the Company’s former President and Chief Executive Officer, on April 13, 2025. Following her departure, Denise W. Warren, the Chairman of our Board, assumed the role of Interim Chief Executive Officer while continuing to serve as Chairman. Our Board has initiated a search for our next Chief Executive Officer. Identifying and securing a new Chief Executive Officer and the process of onboarding a new Chief Executive Officer may take longer than expected and may require substantial time and effort by our Board and our other executives, which may disrupt our business. The transition of appointing a new Chief Executive Officer and any future changes in our management, the unforeseen loss or limited availability of the services of any of our executive leaders, or our inability to recruit and retain a new Chief Executive Officer or qualified other personnel in the future, could, at least temporarily, have an adverse effect on our business, results of operations, and financial condition and be negatively perceived in the capital markets.

Previous report

Amended and Restated Tier I Severance Pay Policy

Previous 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:

Previous 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;

Previous 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;

Previous 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

Previous 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.

Previous 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.