Brookdale Senior Living : 2026 Annual Report 2026 Proxy

Published: 2026-04-30 20:42:13 ET BKD

Published on 04/30/2026 at 08:42 pm EDT

2026

Notice of Annual Meeting

of Stockholders & Proxy Statement

April 30, 2026

Dear Fellow Stockholders:

On behalf of the Board of Directors (the "Board of Directors" or the "Board") of Brookdale Senior Living Inc. ("Brookdale" or the "Company"), I am pleased to invite all of our stockholders to the Company's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting" or the "Annual Meeting"). The meeting will be held on Monday, June 22, 2026 at 9:00 a.m. Central time at our principal executive offices located at 105 Westwood Place, Brentwood, Tennessee. A notice of the 2026 Annual Meeting and a proxy statement containing information about the matters to be acted upon are included with this letter.

In 2025, Brookdale took meaningful steps, including through executive and management transitions and the implementation of a new regional operating structure, to further position itself to capitalize on the favorable industry supply and demand dynamics through our focus on operational excellence. The Board is confident in the opportunities in 2026 and beyond for further long-term growth and the ability of the Company to continue to drive value for stockholders.

Whether or not you expect to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Please promptly vote your shares by submitting your proxy by telephone or Internet or by completing, signing, dating, and returning your proxy card or voting instruction form.

We thank you for your continued investment in Brookdale.

Very truly yours,

Denise W. Warren

Chairman of the Board of Directors

Brookdale Senior Living Inc.

Notice of 2026 Annual Meeting of Stockholders

April 30, 2026

The 2026 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the "Annual Meeting" or the "2026 Annual Meeting") of Brookdale Senior Living Inc. ("Brookdale" or the "Company") will be held on Monday, June 22, 2026 at 9:00 a.m. Central time at our principal executive offices located at 105 Westwood Place, Brentwood, Tennessee for the purpose of voting on the following proposals:

To elect nine director nominees to the Company's Board of Directors (the "Board of Directors" or the "Board"), each to serve for a one-year term expiring at the 2027 annual meeting of stockholders (the "2027 Annual Meeting");

To approve, on an advisory basis, the Company's named executive officer compensation;

To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026; and

To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

The close of business on April 24, 2026 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting. We are making this Notice of 2026 Annual Meeting and proxy statement first available on or about April 30, 2026.

Your vote is important. Unless you attend the Annual Meeting and vote in person, please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials in hand and follow the below instructions:

By Phone - You can vote your shares by calling (844) 326-5741 toll free through 11:59 p.m. Eastern time on June 21, 2026

By Internet - You can vote your shares online at https://www.proxypush.com/BKD through 11:59 p.m. Eastern time on June 21, 2026

By Mail - You can complete, sign, date, and return your proxy card or voting instruction form in the postage-paid envelope provided

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF

STOCKHOLDERS TO BE HELD ON JUNE 22, 2026: This proxy statement and our 2025 Annual Report to Stockholders (the "2025 Annual Report") are available at www.proxydocs.com/BKD. You may also obtain these proxy materials at the SEC website at www.sec.gov.

Except to the extent specifically referenced herein, information contained or referenced on our website is not incorporated by reference into and does not form a part of this proxy statement.

By Order of the Board of Directors

Chad C. White

Executive Vice President, General Counsel and Secretary

Table of Contents

Brookdale Senior Living Inc.

2026 Proxy Statement

Proxy Statement Summary

General Information about the Annual Meeting

Proposal 1: Election of Directors

Board Composition

Annual Evaluation of Board Composition

Identifying Director Candidates

Evaluating Director Candidates

Director Orientation and Continuing Education

Majority Voting for Director Elections

Director Nominees

Corporate Governance

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Director Independence

Board Leadership Structure

Risk Oversight

Social and Environmental Responsibility

Meetings of the Board

Stockholder Engagement and Communications from Stockholders

Insider Trading Policy

Committees of the Board

Director Compensation

Non-Employee Director Compensation Program

Compensation of Non-Executive Chairman of the Board

Director Stock Ownership Guidelines

Director Compensation for 2025

Executive Officers

Executive Compensation

Compensation Discussion and Analysis

Compensation Committee Report

Summary Compensation Table for 2025

Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End

Stock Vested for 2025

Pension Benefits

Nonqualified Deferred Compensation

Potential Payments Upon Termination or Change in Control

Compensation Committee Interlocks and Insider Participation

Pay Ratio

Pay Versus Performance Disclosure

Proposal 2: Advisory Approval of Named Executive Officer Compensation

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm for 2026

Proposed Independent Registered Public Accounting Firm

Audit Fees, Audit-Related Fees, Tax Fees, and All Other Fees

Audit Committee Pre-Approval Policies and Procedures

Audit Committee Report

Certain Relationships and Related Transactions

Stock Ownership Information

Additional Information

2026 PROXY STATEMENT

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this proxy statement and accompanying Chairman's letter constitute forward-

looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding the Company's intent, belief, or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "could," "would," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions, and include statements regarding the Company's expected financial and operational results and the creation of stockholder value. These forward-looking statements are based on certain assumptions and expectations, 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 expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on the Company's operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, those risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, 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 cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management's views as of the date of this proxy statement. The Company cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained in this proxy statement to reflect any change in the Company's expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based.

‌Proxy Statement Summary

Information about the Annual Meeting

Whether or not you expect to attend the Annual Meeting, we strongly encourage you to vote as soon as possible to ensure your shares are represented and voted at the meeting. See page 6 for more details about attending the Annual Meeting.

Date and Time Location Record Date

Monday, June 22, 2026 9:00 a.m. Central Time

2026 Proposals

Brookdale Senior Living Inc.

105 Westwood Place Brentwood, Tennessee

April 24, 2026

The Board recommends that you vote as follows. If you properly submit your proxy and do not specify how your shares are to be voted, your shares will be voted in accordance with the recommendations of the Board.

Election of nine director nominees to the Board, each for a one-year term expiring at the 2027 Annual Meeting

Advisory approval of our named executive officer compensation

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026

✔ FOR 8

each nominee

✔ FOR 77

✔ FOR 78

How to Vote

YOUR VOTE IS IMPORTANT

Please submit your proxy vote as promptly as possible by using any of the following methods:

2026 PROXY STATEMENT 1

Online

Scan

Mail

In Person

You can vote your shares You can vote your shares online at by calling

https://www.proxypush.com/BKD (844) 326-5741 toll free through 11:59 p.m. Eastern through 11:59 p.m.

time on June 21, 2026 Eastern

time on June 21, 2026

You can complete, sign, date, and return your proxy card or voting instruction form in the postage-paid envelope provided

You can vote your shares by attending the 2026 Annual Meeting and voting in person

Unanimous

Recommendation of the Page Reference

Proposals

Board

(for more detail)

Proxy Statement Summary

Director Nominees

Our Board is currently composed of nine directors. The Board has unanimously nominated eight of the nine current directors for election, and C. Christian Winkle for election as a new director, at the 2026 Annual Meeting, each for a one-year term expiring at the 2027 annual meeting of stockholders (the "2027 Annual Meeting") and until such director's successor is duly elected and qualified, or until such director's death or retirement or until such director resigns or is removed. The Board believes that Mr. Winkle's decades of operational experience in senior living and the healthcare industry through his role as former Chief Executive Officer and member of the Board of Directors of Sunrise Senior Living LLC and other prior roles will enhance the Board's collective skill and experience. For more information regarding Mr. Winkle, and the Board's and the Nominating and Corporate Governance (NCG) Committee's process for identifying and selecting Mr. Winkle, see Proposal 1: Election of Directors beginning on page 8 of this proxy statement. Mr. Winkle was nominated to succeed current director, Jordan R. Asher, who has given notice that he will not be standing for re-election at the Company's 2026 Annual Meeting.

Biographical information on all of the nominees and a description of their qualifications to serve as directors appears beginning on page 11 of this proxy statement.

Board Composition

During the past three years, the Nominating and Corporate Governance Committee has approached refreshment of the Board with a goal to ensure that the Board's composition reflects an appropriate balance of knowledge, experience, skills, and expertise in order to support our business strategy. The Committee has focused on identifying candidates with significant senior living, operational, healthcare, finance, hospitality, and real estate experience. The following information reflects information regarding the director nominees.

Current or Former CEO

Current or Former CFO

Senior Living

Healthcare (Operations & Strategy)

Hospitality

Sales & Marketing

Real Estate

Finance / Economics

Mergers & Acquisitions

Other Public Company Board Service

Drayton

✔

Fioravanti

✔

Freed

✔

Hausman

✔

Mace

✔

Stengle

✔

Warren

✔

Wielansky

✔

Winkle

✔

Total Number of Directors

Independent Directors Average Tenure

Average Age

8 (89%)

Approximately 3.6 years as of the Annual Meeting with 6 of 9 directors joining (or expected to join) since 2024

Board Demographic Matrix

Commitment to Governance Practices

Declassified Board such that all directors stand for election for annual terms Bylaws contain majority voting standard for uncontested director elections Bylaws contain proxy access procedures

Corporate Governance Guidelines limit service on other public company boards (no more than three for independent directors and no more than one for the CEO)

Annual evaluations of the Board and its committees

Meaningful director stock ownership guidelines (5x annual retainer)

Insider trading policy prohibits directors and executive officers from pledging or hedging Brookdale stock

No stockholder rights plan (poison pill) or similar plan

New director orientation program overseen by Nominating and Corporate Governance Committee

Regularly refreshed Board with two new directors added in 2024, three new directors added in 2025, and one new director nominated to join the Board in 2026, and an average tenure of approximately 3.6 years as of the Annual Meeting

2026 PROXY STATEMENT 3

‌General Information about the Annual Meeting

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board of Directors" or the "Board") of Brookdale Senior Living Inc. ("Brookdale" or the "Company") to be voted at the 2026 Annual Meeting of Stockholders to be held on Monday, June 22, 2026, and at any adjournment or postponement of the meeting (the "Annual Meeting" or the "2026 Annual Meeting").

Distribution of Proxy Materials

On or about April 30, 2026, we expect to start mailing to holders of our common stock (other than those who previously requested electronic or paper delivery of proxy materials) a Notice of Internet Availability of Proxy Materials ("Notice"), which explains how to access the proxy materials online and to make the materials available on https://www.proxydocs.com/BKD. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice tells you how to access and review the proxy materials online. The Notice also tells you how to submit your proxy via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, follow the instructions in the Notice explaining how to request printed materials on a one-time or ongoing basis. Our proxy materials include the notice of the Annual Meeting, this proxy statement, and our 2025 Annual Report. Copies of these documents also are available on our website at brookdale.com/proxy. Except to the extent specifically incorporated herein, information contained or referenced on our website is not incorporated by reference into, and does not form a part of, this proxy statement.

Stockholders Entitled to Vote

Only stockholders of record at the close of business on April 24, 2026, the record date for the Annual Meeting, are entitled to receive notice of, attend, and vote at the Annual Meeting. As of the record date, there were outstanding and entitled to vote 238,789,796 shares of our common stock, excluding restricted shares and restricted stock units ("RSUs") for which the holders have no voting rights. Each share of our common stock entitles the holder to one vote. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at our principal executive offices for the ten days before the Annual Meeting between 9:00 a.m. and 5:00 p.m. Central time and at the Annual Meeting for any purpose germane to the meeting.

Voting Choices and Recommendations of the Board

With respect to Proposal 1 (Election of Directors), you will have the choice to vote "FOR," "AGAINST" or "ABSTAIN" with respect to each nominee. With respect to all other proposals, you will have the choice to vote "FOR," "AGAINST," or "ABSTAIN." The Board recommends a vote:

"FOR" only the election of each of the nine director nominees to the Board, each for a one-year term expiring at the 2027 annual meeting of stockholders (the "2027 Annual Meeting");

"FOR" advisory approval of our named executive officer compensation; and

"FOR" ratification of the appointment of Ernst & Young LLP ("EY") as our independent registered public accounting firm for 2026.

Stockholders of Record and Beneficial Holders

If your shares of common stock are owned directly in your name with our transfer agent, Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company), you are considered a registered holder of those shares. If you are the beneficial owner of shares of common stock held by a broker or other custodian, you hold those shares in "street name" and are not a registered stockholder. If you hold your shares in "street name," your broker or other custodian will vote your shares as you direct. However, if you do not give specific voting instructions to your broker, generally your broker will have discretion to vote your shares on routine matters but will not have discretion to vote your shares on non-routine matters. When the broker exercises its discretion to vote on routine matters in the absence of voting instructions from you, a broker non-vote occurs with respect to the non-routine matters since the broker will not have discretion to vote on such non-routine matters. The election of directors (Proposal 1) and the advisory approval of our named executive officer compensation (Proposal 2) will be considered non-routine matters. The ratification of the appointment of EY (Proposal 3) will be considered a routine matter. Therefore, if you hold your shares in "street name" and do not submit voting instructions to your broker or other custodian, they will only be authorized to vote your shares on Proposal 3.

Quorum Requirement

The presence at the Annual Meeting, in person or by proxy, of the holders of a majority of the shares of our common stock issued and outstanding on the record date will constitute a quorum for the transaction of business. We will count abstentions and broker non-votes for the purpose of determining the presence of a quorum. If a quorum is not present, the Annual Meeting may be adjourned by the chairman of the meeting or by the vote of a majority of the shares represented at the Annual Meeting until a quorum has been obtained.

Voting Instructions and Information

Voting Instructions

You may vote by proxy or in person at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented and voted at the Annual Meeting. If you hold your shares as a record holder, you may vote your shares by proxy via the phone or the Internet by following the instructions provided on your Notice or proxy card or, if you received a printed set of proxy materials by mail, by completing, signing, dating, and returning your proxy card in the postage-paid envelope provided. If you hold your shares through your broker or other custodian, please follow the instructions you received from the holder of record to vote your shares.

Revoking or Changing Your Vote

Stockholders of record may revoke their proxy or change their vote at any time prior to exercise of the proxy at the Annual Meeting by:

Delivering a written notice of revocation to our Secretary at 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027;

Submitting another properly completed proxy card with a later date;

Submitting another timely proxy via the phone or the Internet through 11:59 p.m. Eastern time on June 21, 2026; or

Attending the Annual Meeting and voting in person.

2026 PROXY STATEMENT 5

General Information about the Annual Meeting

Stockholders holding shares beneficially in street name should contact their broker or other custodian for instructions on how to revoke or change their voting instructions. For all methods of voting, the last vote properly cast will supersede all previous votes. Attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request or vote in person at the Annual Meeting.

Voting of Proxies

If you properly submit your signed proxy card or voting instruction form, or complete your proxy by telephone or the Internet, your shares will be voted as you direct or will be voted as specified in the Board recommendations shown above if you do not direct a particular vote. With respect to director elections, should any nominee be unable to serve, the persons designated as proxies reserve full discretion to vote for another person. The Board currently has no reason to believe that any nominee will be unable to serve if elected.

The Board does not intend to bring any other business before the Annual Meeting, and it does not know of any other matters that may come before the Annual Meeting. However, if any other matters are properly presented at the meeting, proxies will be voted in accordance with the judgment of the persons designated as proxies.

Vote Required to Approve Proposals

The following table summarizes the votes required for passage of each proposal and the effect of abstentions and broker non-votes.

Proposal

Vote required for approval

Effect of Abstentions / Withhold Votes

Effect of Broker Non-Votes

Election of directors

Advisory vote to approve named executive officer compensation (say-on-pay)

Ratification of appointment of independent registered public accounting firm for 2026

Majority of votes cast with respect to each director

No effect

Majority of shares present and entitled to vote on the matter

Against

No effect

Majority of shares present and entitled to vote on the matter

Against

No effect

Attending the Annual Meeting

Only stockholders as of the record date, or their duly appointed proxies, and invited guests of the Company may attend the Annual Meeting. Admission to the Annual Meeting will begin at approximately 8:30 a.m. Central time. In order to be admitted, you should:

bring current, government-issued photo identification, such as a driver's license, and proof of ownership of common stock on the record date. If you are a holder of record, your identity will be checked against a list of registered holders at the Annual Meeting. If you hold your shares in street name, a recent brokerage statement or a letter from your bank, broker, trustee, or other nominee are examples of proof of ownership. If you want to vote your shares held in street name in person, you must present a legal proxy in your name from the broker, bank, trustee, or other nominee that holds your shares of common stock;

Attending the Annual Meeting

leave your camera and smartphones at home because cameras, transmission, broadcasting, and other recording devices will not be permitted in the meeting room;

be prepared to comply with security requirements, which may include, among other security measures, security guards searching all bags and attendees passing through a metal detector; and

arrive shortly after 8:30 a.m. Central time to ensure that you are seated by the start of the Annual Meeting.

Any holder of a proxy from a stockholder must present a properly executed legal proxy and a copy of the proof of ownership. If you do not provide photo identification and comply with the other procedures outlined above for attending the Annual Meeting in person, you will not be admitted to the Annual Meeting.

2026 PROXY STATEMENT 7

‌Proposal 1: Election of Directors

Our Board is currently comprised of nine directors and each of their terms will expire at the 2026 Annual Meeting. Our Board has unanimously nominated eight of the nine current directors for election at the 2026 Annual Meeting for a one-year term expiring at the 2027 Annual Meeting and until such director's successor is duly elected and qualified, or until such director's death or retirement or until such director resigns or is removed: Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, Nikolas W. Stengle, Denise W. Warren, and Lee S. Wielansky. Our Board has also unanimously nominated C. Christian Winkle to serve as a new director for a one-year term expiring at the 2027 Annual Meeting. The Board believes that Mr. Winkle's decades of senior living operations experience and executive leadership in the healthcare industry will enhance the Board's collective skill and experience. Biographical information on the director nominees and a description of their qualifications to serve as directors appears beginning on page 11. Each of the director nominees has consented to be named in this proxy statement and has agreed to serve if elected.

If any nominee is unavailable for election at the time of the Annual Meeting, the named proxies will vote the shares represented by proxies for the election of directors for the election of such other person(s) as the Board may recommend, or, as an alternative, the Board may reduce the number of directors on the Board. At this time, the Board knows of no reason why any of the director nominees would not be able to serve as a director if elected. If elected, Mr. Winkle will succeed current director, Jordan R. Asher, who has given notice that he will not be standing for re-election at the Company's 2026 Annual Meeting, and Dr. Asher's term will expire at the Annual Meeting.

The Company's Bylaws provide that the election of director nominees at the 2026 Annual Meeting will be by the vote of the majority of the votes cast with respect to each director's election. Accordingly, each director nominee will be elected if he or she receives more votes "FOR" his or her election than "AGAINST" his or her election. Shares that are not voted in the election of directors, including abstentions and broker non-votes, have no direct effect in the election of directors. Those shares, however, are taken into account in determining whether a sufficient number of shares are present to establish a quorum.

✔

‌Board Composition

The process for evaluating our Board composition and identifying and evaluating director candidates is outlined below. Through this process, the Nominating and Corporate Governance Committee has approached refreshment of the Board in the last three years by focusing on its collective skills and experience with new directors who have decades of finance, operations, sales and marketing, and analytical experience in the senior living, hospitality, and healthcare industries. Following the Annual Meeting, the average tenure of the Board will be equal to approximately

3.6 years.

Mr. Winkle was identified through the Nominating and Corporate Governance Committee's search process with the assistance of Spencer Stuart, a nationally recognized third-party executive search firm. In connection with his appointment as Chief Executive Officer, Mr. Stengle was also appointed to the Board in October 2025. Mr. Stengle was identified as a potential candidate for consideration with the assistance of Spencer Stuart.

Board Composition

‌Annual Evaluation of Board Composition

At least annually the Nominating and Corporate Governance Committee seeks input from each director regarding the composition of the Board. The Nominating and Corporate Governance Committee uses these results to assess with the Board whether the Board's composition reflects an appropriate balance of knowledge, experience, skills, expertise, and diversity in order to support our business strategy. From time to time, the Nominating and Corporate Governance Committee may also seek and receive input from certain stockholders regarding the skills, experience, and other characteristics that stockholders believe would be beneficial to our Board composition. The Nominating and Corporate Governance Committee also reviews the size of the Board and, if deemed appropriate, will recommend to the Board any changes to its size.

‌Identifying Director Candidates

The Nominating and Corporate Governance Committee may engage an independent search firm to conduct targeted searches to identify well-qualified candidates who meet the needs of the Board. When an independent search firm is used, the Nominating and Corporate Governance Committee retains the firm and approves payment of its fees.

Potential director candidates may also be identified by the Nominating and Corporate Governance Committee by asking current directors and executive officers to notify the committee if they become aware of candidates who possess skills, experience, or other characteristics needed for the Board.

The Nominating and Corporate Governance Committee also will consider candidates recommended by stockholders, and its process for evaluating stockholder-recommended candidates is no different than its process for evaluating candidates suggested by search firms, directors, or executive officers. To make a formal nomination of a director candidate, a stockholder must comply with either the proxy access or advance notice provisions of our Bylaws. Proxy access permits a stockholder, or a group of up to 20 stockholders, owning at least three percent of our outstanding common stock continuously for at least three years, to nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of two director nominees or 20% of the number of directors in office (rounded down to the nearest whole number), provided that the stockholders and nominees satisfy the requirements specified in our Bylaws. See "Stockholder Proposals for 2027 Annual Meeting" in this proxy statement for further information regarding the process for stockholders to formally nominate director candidates and the deadlines for making such nominations. Stockholders who wish to submit a nomination are encouraged to seek independent counsel about requirements under our Bylaws.

‌Evaluating Director Candidates

The Nominating and Corporate Governance Committee is responsible for evaluating director candidates and recommending nominees to the Board for Board membership. The Nominating and Corporate Governance Committee evaluates biographical and background information relating to director candidates and interviews candidates selected by the committee and by the Board in making its decisions whether to recommend director candidates to the Board. When evaluating director candidates, the Nominating and Corporate Governance Committee considers whether candidates have demonstrated, by significant accomplishment in their field, an ability to make a meaningful contribution to the Board's oversight of our business, and the candidates' reputation for honesty and ethical conduct in their personal and professional activities. The Nominating and Corporate Governance Committee also thoroughly examines a candidate's senior living, operations, real estate, finance, sales, marketing, healthcare, hospitality, and other relevant experience, understanding of our business, educational and professional background, and other characteristics. In order to ensure that director candidates are able to commit the substantial time required to fulfill their Board responsibilities, the Nominating and Corporate Governance Committee also considers the number of public company boards and other boards on which the candidate is a member. Our Corporate Governance Guidelines limit the number of outside public company boards on which a director may serve (three for independent directors and one

2026 PROXY STATEMENT 9

Proposal 1: Election of Directors

for the CEO). In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee also considers the director's tenure, past attendance at meetings, participation in and contributions to the activities of the Board, and where applicable, participation in continuing education programs. Currently, the Nominating and Corporate Governance Committee considers directors' tenure and age as part of its overall evaluation process; however, the Board does not believe that a mandatory retirement age is appropriate. The Nominating and Corporate Governance Committee evaluates each candidate, including existing directors, in the context of the Board as a whole, with the objective of recommending director nominees who can best support our business strategy and represent stockholder interests through the exercise of sound judgment.

‌Director Orientation and Continuing Education

The Nominating and Corporate Governance Committee oversees our director orientation and continuing education programs. As part of the director orientation program, new directors engage in introductory meetings with our business and functional leaders regarding our strategic plans, financial statements, and key issues, policies and practices. Chairs of the Board's committees coordinate orientation for new committee members with assistance from senior management. Our senior management also meets regularly with our directors regarding specific functional topics of importance. The Nominating and Corporate Governance Committee periodically highlights for directors available continuing education programs hosted by third parties on a variety of relevant topics, including corporate governance, risk management, compliance, and executive compensation. During 2025, all of our incumbent directors participated in director continuing education programs.

‌Majority Voting for Director Elections

Our Bylaws provide for a majority voting standard in uncontested director elections. Each director will be elected by a vote of the majority of votes cast with respect to that director's election at any meeting for the election of directors at which a quorum is present. For these purposes, a majority of votes cast means that the number of votes cast for a director's election exceeds the number of votes cast against that director's election, with abstentions and broker

non-votes not counted as a vote cast either for or against. An election will be considered contested if as of the tenth day preceding the date we first mail our notice of meeting for such meeting to stockholders, the number of nominees exceeds the number of directors to be elected. Since the number of director nominees for election at the 2026 Annual Meeting does not exceed the number of directors to be elected, the director elections at the 2026 Annual Meeting will be subject to the majority voting standard.

In order for any person to be nominated by the Board for election as a director, such nominee must submit an irrevocable resignation, contingent on that nominee not receiving a majority of the votes cast in an election that is not a contested election and acceptance of that resignation by the Board in accordance with the policies and procedures adopted by the Board for such purpose. In the event a nominee fails to receive a majority of the votes cast in an election that is not a contested election, the Nominating and Corporate Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation of such nominee, or whether other action should be taken. The Board will act on the resignation, taking into account the Nominating and Corporate Governance Committee's recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the SEC) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision within ninety (90) days following certification of the election results. The Nominating and Corporate Governance Committee in making its recommendation and the Board in making its decision each may consider any factors and other information that it considers appropriate and relevant. Any nominee who tenders his or her resignation as described herein will not participate in the deliberations of the Nominating and Corporate Governance Committee or the Board regarding whether to accept the resignation. If the Board accepts a nominee's resignation, then the Nominating and Corporate Governance Committee will recommend to the Board whether to fill the resulting vacancy or vacancies or to reduce the size of the Board. Each of the nominees for election at the 2026 Annual Meeting has submitted the irrevocable resignation described above.

Director Nominees

‌Director Nominees

Biographical information for the new nominee for election at the 2026 Annual Meeting is set forth below.

C. Christian Winkle

Independent Director Nominee

Age: 63

Public Company Directorships:

Beazer Homes USA Inc. (2019 - current)

Regional Health Properties, Inc. (2025 - May 2026)

Mr. Winkle brings more than 40 years of operational and executive leadership experience in the senior living and healthcare industries. He served as the Chief Executive Officer and a member of the Board of Directors of Sunrise Senior Living LLC, which operated senior living communities in the United States, Canada, and the United Kingdom, including Gracewell Healthcare communities, from April 2014 to January 2021. He was Chief Executive Officer of MedQuest, Inc., a leading operator of independent, fixed-site, outpatient diagnostic imaging centers in the United States from November 2005 to August 2013. Mr. Winkle also served as President and Chief Executive Officer of Mariner Health Care, Inc., which operated skilled nursing facilities, assisted living and longterm acute care hospitals from March 2000 to July 2005, and he previously was the Chief Operating Officer of Integrated Health Services, where he helped pioneer the sub-acute care sector and was responsible for all facility and ancillary service operations. Recently since 2022,

Mr. Winkle has provided certain consulting and advisory services. He currently serves on the Board of Directors of Beazer Homes USA, Inc. where he serves as Chair of the Finance and Development Committee and a member of the Audit Committee and the Human Capital Committee. Since August 2025, he has also served on the Board of Directors of Regional Health Properties, Inc. where he serves as Chair of the Strategic Planning Committee and a member of the Corporate Governance & Nominating Committee and the Compensation Committee. He has provided notice to Regional Health that he intends to resign from its Board effective May 31, 2026. He has served as a member of the Board of Directors of Direct Supply, Inc. since May 2021. He is a former member of the Argentum and American Seniors Housing Association (ASHA) boards. Mr. Winkle received his Bachelor of Science degree from Case Western Reserve University.

The Board's decision to nominate Mr. Winkle to serve as a director was based on Mr. Winkle's years of operations experience in senior living along with his extensive executive leadership experience in the healthcare industry.

2026 PROXY STATEMENT 11

Proposal 1: Election of Directors

Biographical information for the eight current directors nominated for election at the 2026 Annual Meeting is set forth below.

Denise W. Warren

Non-Executive Chairman

Nikolas W. Stengle

Director and Chief Executive Officer

Director Since:

October 2018

Age: 64

Public Company Directorships:

Director Since:

October 2025

Age: 49

TruBridge, Inc. (f/k/a Computer Programs and Systems, Inc.) (2017 - 2024)

Ms. Warren brings more than 30 years of operational, financial, and healthcare experience. She served as Brookdale's Interim Chief Executive Officer, Chairman, and a member of the Office of CEO from April 2025 to October 2025 until a permanent Chief Executive Officer was appointed by the Board, after having served as the Non-Executive Chairman since June 2024. She resumed her appointment as Non-Executive Chairman in October 2025. In addition, she served as Executive Vice President and Chief Operating Officer of WakeMed Health & Hospitals from October 2015 through December 2020, where she was responsible for the strategic, financial, and operational performance of the organization's network of facilities in the North Carolina Research Triangle area.

Prior to that, from 2005 to September 2015, Ms. Warren served as Chief Financial Officer of Capella Healthcare, Inc., an owner and operator of general acute-care hospitals, as well as its Executive Vice President since January 2014, and as its Senior Vice President prior to that. Before joining Capella, she served as Senior Vice President and Chief Financial Officer of Gaylord Entertainment Company from 2000 to 2001, as Senior Equity Analyst and Research Director for Avondale Partners LLC and as Senior Equity Analyst for Merrill Lynch & Co. Until November 2024, she served on the Board of Directors of TruBridge, Inc. (formerly known as Computer Programs and Systems, Inc.), where she served as Chair of the Audit Committee and the Compensation Committee. She also currently serves on the Board of Directors of Straive. Ms. Warren is National Association of Corporate Directors (NACD) Directorship CertifiedTM and received a Corporate Directors Certificate from Harvard Business School. Ms. Warren earned a B.S. degree in Economics from Southern Methodist University and an

M.B.A. from Harvard University.

The Board's decision to nominate Ms. Warren to serve as a director was based on Ms. Warren's extensive executive, financial, and operational experience in the healthcare and other industries.

Mr. Stengle brings more than 20 years of leadership and operations experience in the senior living, healthcare, and hospitality industries. He joined Brookdale in October 2025 as Chief Executive Officer and a member of the Board of Directors. He previously served as President and Chief Operating Officer at Gentiva since August 2022. He also served as Executive Vice President and Chief Operating Officer for Kindred at Home, a predecessor to Gentiva, from January 2020 to August 2021. In addition, from August 2021 to August 2022, Mr. Stengle served as Executive Vice President and Chief Operating Officer for Sunrise Senior Living LLC. Prior to 2020, he served as a member of the portfolio operations team for TPG Capital. He also previously served as Senior Vice President of Operations for HMSHost International, as Vice President of Global Operations for Marriott International, and as project leader for the Boston Consulting Group. Mr. Stengle served 11 years in the United States Air Force, holding multiple positions during his service, including as a Top Gun Instructor Pilot, Combat Fighter Pilot, Flight Commander, and Deputy Director of Operations after graduating from the U.S. Air Force Academy with academic and military honors. Mr. Stengle earned an M.B.A. from Touro University.

The Board's decision to nominate Mr. Stengle to serve as a director was based on Mr. Stengle's deep understanding of the senior living, healthcare, and hospitality industries with extensive leadership and operations experience.

Director Nominees

Claudia N. Drayton

Independent Director

Mark Fioravanti

Independent Director

Director Since:

June 2024

Brookdale Board Committees:

Audit (Chair)

Age: 58

Public Company Directorships:

3D Systems Inc. (2021 - current)

Director Since:

April 2025

Brookdale Board Committees:

Audit

Compensation

Age: 64

Public Company Directorships:

Ryman Hospitality Properties, Inc. (f/k/a Gaylord Entertainment Company) (2022 - current)

Ms. Drayton brings more than 20 years of operational and financial experience in healthcare and biotech companies. Currently, she serves on the board of 3D Systems Inc. (NYSE: DDD) where she is the Chair of the Audit Committee and a member of the Compensation Committee. Most recently, she served as the Chief Financial Officer of Quantum-Si Incorporated, a publicly-traded life-sciences company focused on protein sequencing and genomics for the healthcare industry.

She held this role from April 2021 until June 2023, and during her tenure she oversaw the company's successful transition to a publicly traded company. Prior to that

Ms. Drayton served as the Chief Financial Officer of Nuwellis, Inc., a publicly-traded medical device company focusing on commercializing ultrafiltration technology for patients with heart failure. Before joining Nuwellis, she spent 15 years at Medtronic, a global leader in medical devices, where she held leadership positions of increasing responsibility in the finance organization.

These included Chief Financial Officer for both the Peripheral Vascular and the Integrated Health Solutions business units. Ms. Drayton is NACD Directorship CertifiedTM. She began her career at Arthur Andersen LLP where she was an audit manager. Ms. Drayton received a B.B.A in Accounting from the University of Mary Hardin-Baylor and an M.B.A. from the University of Minnesota's Carlson School of Management.

The Board's decision to nominate Ms. Drayton to serve as a director was based on Ms. Drayton's extensive financial background and experience in the healthcare and other industries, along with her public company board experience.

Mr. Fioravanti has more than 35 years' experience in hospitality and real estate and is a 23-year veteran of Ryman Hospitality Properties, Inc. (formerly Gaylord Entertainment) (RHP). Mr. Fioravanti is currently President, Chief Executive Officer, and a member of the Board of Directors of RHP. In his role, Mr. Fioravanti is responsible for all facets of the company, including its portfolio of destination convention resorts and its owned and operated entertainment division, Opry Entertainment Group (OEG). Mr. Fioravanti was appointed CEO on January 1, 2023, after serving as President and Chief Financial Officer since 2015. Prior to 2015, he served in various senior positions for RHP, including Executive Vice President and Chief Financial Officer, Senior Vice President of Finance and Treasurer, Division President of ResortQuest International, and Senior Vice President of Sales and Marketing. He serves on the board of the Nashville Area Chamber of Commerce, Nashville Convention and Visitors Corp., and NAREIT's Advisory Board of Governors, and is a member of the Tennessee Business Leadership Council. Mr. Fioravanti holds an M.B.A. from the University of Tennessee and a B.S. in Landscape Architecture from The Ohio State University.

The Board's decision to nominate Mr. Fioravanti to serve as a director was based on Mr. Fioravanti's extensive executive-level leadership and experience in the hospitality industry, as well as his real estate and sales and marketing experience.

2026 PROXY STATEMENT 13

Proposal 1: Election of Directors

Victoria L. Freed

Independent Director

Joshua Hausman

Independent Director

Director Since:

October 2019

Brookdale Board Committees:

Nominating and Corporate Governance (Chair)

Age: 69

Public Company Directorships:

ILG, Inc. (f/k/a Interval Leisure Group, Inc.) (2012 - 2018)

Director Since:

April 2025

Age: 50

Brookdale Board Committees:

Investment

Nominating and Corporate Governance

Public Company Directorships:

Genesis Healthcare, Inc. (2015 - 2016)

Ms. Freed brings more than 25 years of executive leadership in the areas of sales, customer service, and marketing, and has earned numerous awards for outstanding achievement in sales and marketing during her career. Ms. Freed is Senior Vice President of Sales, Trade Support and Service for Royal Caribbean International, having served in that role since 2008, where she oversees the largest sales team in the cruise line industry and also manages the company's consumer outreach, reservations, group sales, and customer service functions. Prior to her service with Royal Caribbean,

Ms. Freed worked for 29 years with Carnival Cruise Lines, where she served as Senior Vice President of Sales and Marketing during the last 15 years of her tenure. She is a trustee of the United Way of Miami-Dade County and serves as a member of the board of Jewish Adoption and Foster Care Options (JAFCO). Ms. Freed earned a bachelor's degree in business with an emphasis in marketing from the University of Colorado.

Mr. Hausman has more than 20 years of private market investment experience focused on the healthcare industry, including in facilities-based and senior care services companies that provide personal care, medical, and behavioral health services to vulnerable populations. Mr. Hausman spent two decades with Onex Corporation, from 2004 to February 2025, and served as Managing Director for Onex Partners, the upper-middle market private equity platform of Onex Corporation, from 2013 until his departure. He led Onex Partners' North American healthcare investment activities, including advising portfolio company management teams and evaluating growth and operating efficiency opportunities. Prior to Onex Corporation, Mr. Hausman was an Associate in the Healthcare Investment Banking group at Banc of America Securities, where he provided capital raising and advisory services to healthcare companies. Since April 2025, Mr. Hausman has been Managing Partner at MHJ Capital Partners. Currently, he serves on the Board of Directors of Newport Healthcare and SCP Health. He has previously held board positions at privately owned and publicly traded healthcare services companies, including BrightSpring Health Services, Genesis HealthCare, Inc., and the Center for Diagnostic Imaging. He holds an A.B. in Economics (cum laude) from Harvard College.

The Board's decision to nominate Ms. Freed to serve as a director was based on Ms. Freed's decades of executive leadership in sales, customer service, and marketing in the hospitality industry.

The Board's decision to nominate Mr. Hausman to serve as a director was based on Mr. Hausman's deep experience in private market investments focused on the healthcare industry, including his involvement with facilities-based, senior care, and behavioral health companies, and his experience in investing, capital markets, and corporate finance.

Director Nominees

Elizabeth B. Mace

Independent Director

Lee S. Wielansky

Independent Director

Director Since:

June 2024

Age: 69

Brookdale Board Committees:

Director Since:

April 2015

Brookdale Board Committees:

Compensation

Investment (Chair)

Age: 74

Public Company Directorships:

Acadia Realty Trust (2000 - current)

Isle of Capri Casinos, Inc. (2007 - 2017)

Pulaski Financial Corp. (2005 - 2016)

Investment

Nominating and Corporate Governance

Ms. Mace has more than 30 years of experience in research, economics, and market analysis. Most recently, she served as the Chief Economist and Director of Research and Analytics at the National Investment Center for Seniors Housing & Care (NIC) from 2014 to June 2023. Prior to serving on NIC's leadership team, she served on the NIC Board of Directors and chaired its Research Committee. She has also previously served as a director at AEW Capital Management and worked in the AEW Research Group for 17 years. Before AEW, she also spent 10 years at Standard & Poor's DRI/McGraw-Hill as director of its Regional Information Service. Ms. Mace also worked as a regional economist at Crocker Bank, and for the National Commission on Air Quality, the Brookings Institute, and Boston Edison. She was formerly a member of the Institutional Real Estate Americas Editorial Board. In 2020, Ms. Mace was inducted into the McKnight's Women of Distinction Hall of Honor. In 2014, she was appointed a fellow at the Homer Hoyt Institute and was awarded the title of a "Woman of Influence" in commercial real estate by Real Estate Forum Magazine and Globe Street. In addition, in 2025, she was inducted into the Senior Living Hall of Fame by the American Seniors Housing Association. Ms. Mace is NACD Directorship CertifiedTM. She received a bachelor's degree from the Mount Holyoke College and a Master's of Science in Applied Economics from the University of California. She also earned a Certified Business EconomistTM designation from the National Association of Business Economists.

The Board's decision to nominate Ms. Mace to serve as a director was based on Ms. Mace's economic, research, analysis, and real estate investment experience, as well as her knowledge of the senior housing industry through her work at AEW and her service with NIC.

Mr. Wielansky has more than 40 years of commercial real estate investment, management, and development experience. He currently serves as Chairman and CEO of Opportunistic Equities, which specializes in low income housing. He has also served as Chairman and CEO of Midland Development Group, Inc., which he

re-started in 2003 and focused on the development of retail properties in the mid-west and southeast. Prior to Midland, he served as President and CEO of JDN Development Company, Inc. and as a director of JDN Realty Corporation. Before joining JDN, he served as Managing Director - Investments of Regency Centers Corporation, which in 1998 acquired Midland Development Group, a retail properties development company co-founded by Mr. Wielansky in 1983.

Mr. Wielansky served as the Company's Non-Executive Chairman of the Board from February 2018 through December 2019. He also serves as Lead Trustee of Acadia Realty Trust and served as a director of Isle of Capri Casinos, Inc. from 2007 to 2017 and Pulaski Financial Corp. from 2005 to 2016. He also serves as a member of the Board of Clayco Construction Company. Mr. Wielansky received a bachelor's degree in Business Administration, with a major in Real Estate and Finance, from the University of Missouri - Columbia, where he is currently a member of the Strategic Development Board of the College of Business. He also serves on the Board of Directors of The Foundation for Barnes-Jewish Hospital and on the Finance Committee of both The Foundation and the Barnes-Jewish Hospital.

The Board's decision to nominate Mr. Wielansky to serve as a director was based on Mr. Wielansky's real estate investment, management, and development experience, as well as his service as a director of several public companies.

2026 PROXY STATEMENT 15

Proposal 1: Election of Directors

Director Not Standing for Re-Election

Biographical information for Dr. Asher, who is not standing for re-election at the 2026 Annual Meeting, is set forth below.

Jordan R. Asher, MD

Independent Director

Director Since:

February 2020

Age: 61

Brookdale Board Committees:

Compensation (Chair)

Audit

Dr. Asher brings more than 20 years of expertise and a history of success in large matrixed, mission-based, national healthcare systems. From 2023 to May 2025, he served as Executive Vice President and Chief Clinical Officer of Sentara Healthcare, a large integrated delivery health system including a clinically integrated network and insurance company serving Virginia and North Carolina, where he had a wide range of responsibilities, including creating high quality, equitable, and innovative models of care delivery as well as providing national thought leadership directed towards the future of health care. From 2018 to 2023, he served as the Chief Physician Executive and Senior Vice President of Sentara. Prior to Sentara, Dr. Asher served in several executive roles with Ascension since 2006, including Chief Clinical Officer of its Ascension Care Management subsidiary from 2016 to 2018 with responsibility for network development and population and risk management, Chief Clinical Officer and Chief Innovation Officer of Ascension's MissionPoint Health Partners subsidiary from 2015 to 2016, and Chief Medical Officer and Chief Integration Officer of MissionPoint Health Partners from 2011 to 2015.

Dr. Asher earned a B.S. in Biology from Emory

University, an M.D. from Vanderbilt University School of Medicine, and an M.S. in Medical Management from the University of Texas at Dallas and Southwestern Medical Center.

‌Corporate Governance

‌Corporate Governance Guidelines and Code of Business Conduct and Ethics

The Board has adopted Corporate Governance Guidelines setting forth the expectations and standards the Board has with respect to the role, size, and composition of the Board and its committees, the functioning of the Board and its committees, evaluation of the Board and its committees, director compensation, succession planning, and other matters. The Board also has adopted a Code of Business Conduct and Ethics that applies to all employees, directors, and officers, as well as a Code of Ethics for Chief Executive and Senior Financial Officers, which applies to our Chief Executive Officer, Chief Financial Officer, principal accounting officer, and Treasurer. These guidelines and codes are available on the Investor Relations portion of our website at brookdaleinvestors.com. Any amendment to, or waiver from, a provision of such codes of ethics granted to a principal executive officer, principal financial officer, principal accounting officer, or controller, or person performing similar functions, or to any executive officer or director, will be posted on our website.

‌Director Independence

Our Corporate Governance Guidelines and the listing standards of the NYSE require that the Board be comprised of a majority of independent directors. The Board has affirmatively determined that eight of our current directors, Mses.

Drayton, Freed, Mace, and Warren, Dr. Asher, and Messrs. Fioravanti, Hausman, and Wielansky, and the nominee for election as a new director, Mr. Winkle, are "independent" under Section 303A.02 of the listing standards of the NYSE. In each case, the Board affirmatively determined that none of such individuals that were deemed independent had a material relationship with the Company. In making these determinations, the Board considered all relevant facts and circumstances, as required by applicable NYSE listing standards. There were no transactions, relationships, or arrangements not disclosed pursuant to Item 404(a) of Regulation S-K that were considered by the Board in making the required independence determinations. None of the directors that were deemed independent had any relationship with us (other than as a director or stockholder). The Board also determined that each member of the Audit, Compensation, and Nominating and Corporate Governance Committees is independent, including that each member of the Audit Committee is independent under the listing standards of the NYSE and under section 10A(m)(3) of the Exchange Act. Mr. Stengle is not independent due to his employment as our Chief Executive Officer.

Ms. Warren was not independent during the time she served as our Interim Chief Executive Officer and as a member of the Office of CEO from April 13, 2025 to October 6, 2025.

‌Board Leadership Structure

Our Corporate Governance Guidelines do not require the separation of the positions of Chairman of the Board and Chief Executive Officer and provide that the Board is free to choose its Chairman in any way that it deems best for the Company at any given time. However, since the date of our formation and other than during the interim period of April 2025 through October 2025, the Board has separated the positions of Chairman and Chief Executive Officer in the belief that this structure improves management's accountability to the Board. Ms. Warren currently serves as Non-Executive Chairman of the Board, and Mr. Stengle serves as Chief Executive Officer and director. From April 2025 to October 2025, Ms. Warren served as Interim Chief Executive Officer and Chairman of the Board while the Board was actively looking for a permanent Chief Executive Officer. See discussion in the section titled "Compensation Discussion and Analysis-Executive Transitions in 2025" of this proxy statement for more information on our CEO transitions in 2025.

2026 PROXY STATEMENT 17

Corporate Governance

The Board believes that having an independent Chairman of the Board is in the best interests of the Company at this time because it allows our Chief Executive Officer to devote his time and attention to the day-to-day operations of the Company, while allowing our Chairman to focus on leading the Board and supporting the initiatives of the Company and management.

‌Risk Oversight

The business of the Company is managed with the oversight of the Board. As contemplated by the NYSE listing standards and as reflected in the charter of the Audit Committee, the Board has delegated to the Audit Committee the responsibility to discuss guidelines and policies governing the process by which our senior management and the relevant departments and functions of the Company (including our internal audit function) assess and manage our exposure to risk. To that end, the Audit Committee regularly reviews our processes for risk assessment and risk management, as well as our major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee also regularly reviews our exposure to cyber security risk, the effectiveness of our cyber security, and the knowledge, experience, and capabilities of the Audit Committee and management with respect to cyber security and cyber security risk, along with risks, policies, and governance associated with artificial intelligence (AI). Annually, the Compensation Committee conducts a risk assessment of our compensation programs. The Board and Audit Committee regularly receive reports from management regarding our risk exposures and monitor our risk management activities, including periodic reports from the Company's management risk committee regarding material compliance risks.

‌Social and Environmental Responsibility

The Board is responsible for overseeing and ensuring our strategy is informed by the opportunities and risks associated with our human capital resources and environmental changes and looks to the Nominating and Corporate Governance Committee to report on various social and environmental topics. The Nominating and Corporate Governance Committee reviews management's work to develop our social and environmental initiatives and reporting. As a business of people taking care of people, we focus on human capital management, including maintaining a welcoming and inclusive environment, workplace safety, and maximizing employee satisfaction and retention.

‌Meetings of the Board

The Board met ten times in 2025. Each incumbent director attended at least 75% of the total number of meetings of the Board and committees of the Board on which he or she served during 2025. Our non-management directors, i.e., those who are not executive officers, meet in regularly scheduled executive sessions without management. Any

non-management director may request that additional executive sessions be scheduled. Under our Corporate Governance Guidelines, our Non-Executive Chairman of the Board presides at executive sessions of our

non-management directors. The Board has not adopted a formal policy that requires directors to attend our annual stockholders' meetings, although they are invited and encouraged to attend. Six of the then-incumbent members of the Board attended the 2025 annual meeting of stockholders.

‌Stockholder Engagement and Communications from Stockholders

The Board values open and ongoing engagement with our stockholders, and we regularly seek feedback on various matters for insight. We proactively meet quarterly with many of our top holders following the release of our quarterly earnings releases. We also have many points of interaction throughout the year with investors, including holding investor calls, attending investor conferences, hosting investors at our headquarters, and visiting investors at their offices. Over the last year, the Board has proactively invited certain large stockholders to present to and share their feedback with the Board during the Board's quarterly meetings.

Stockholder Engagement and Communications from Stockholders

The Board also has in place a process for security holders to send communications to the Board. Specifically, the Board will review and give appropriate attention to written communications submitted by stockholders and other interested parties, and will respond if and as appropriate. Absent unusual circumstances or as otherwise contemplated by committee charters, the Chair of the Nominating and Corporate Governance Committee will, with the assistance of our General Counsel, be primarily responsible for monitoring communications from stockholders and provide copies or summaries of such communications to the other directors as he or she considers appropriate. Communications will generally be forwarded to all directors if they relate to substantive matters and include suggestions or comments that the Chair of the Nominating and Corporate Governance Committee considers to be important for the directors to consider. Stockholders and other interested parties who wish to send communications on any topic to the Board should address such communications to Chair of the Nominating and Corporate Governance Committee, c/o General Counsel, Brookdale Senior Living Inc., 105 Westwood Place, Suite 400, Brentwood, Tennessee 37027. Stockholders who wish to contact any non-management director, including the

Non-Executive Chairman of the Board, or the non-management directors as a group, should address such communications to the non-management director (or group of directors) they wish to contact (or if any, to "Any Non-Management Director"), c/o General Counsel, at such address.

‌Insider Trading Policy

We have adopted an insider trading policy governing, among other things, purchases, sales, and other dispositions involving our securities by our directors, officers, and employees. We believe our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations and the NYSE listing standards. Our insider trading policy is filed as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Because our insider trading policies and procedures are designed to address transactions in the Company's securities by our directors, officers, and employees, we do not have formal insider trading policies or procedures that govern our purchase of the Company's securities.

2026 PROXY STATEMENT 19

Corporate Governance

‌Committees of the Board

The Board has four separate standing committees: the Audit Committee, the Compensation Committee, the Investment Committee, and the Nominating and Corporate Governance (NCG) Committee. In addition to the standing committees, the Board established a CEO Search Committee, a special, non-standing committee, in April 2025, for the purpose of identifying and evaluating, with the support of a nationally recognized executive search firm, candidates to become the Company's next Chief Executive Officer. The CEO Search Committee was disbanded on appointment of Mr. Stengle as Chief Executive Officer on October 6, 2025. Mses. Warren, Freed, and Mace and

Mr. Wielansky served on the CEO Search Committee. The Nominating and Corporate Governance Committee is responsible for making recommendations to the Board with respect to committee membership assignments after consultation with the Chairman of the Board and the Chief Executive Officer. The Board is responsible for appointing committee chairs and members following review of such recommendations. The Board has adopted written charters for the standing committees, copies of which are available on the Investor Relations portion of our website located at brookdaleinvestors.com.

The following table identifies the current members of the Board's standing committees and the number of meetings held by each committee during 2025. The Chairman of the Board is invited to attend, and generally attends, the regularly scheduled meetings of the standing committees.

Audit Committee

Compensation Committee

Investment Committee

NCG

Committee

Jordan R. Asher Claudia N. Drayton Mark Fioravanti Victoria L. Freed Joshua Hausman Elizabeth B. Mace

Lee S. Wielansky

Chair

Number of Meetings in 2025

Committees of the Board

The following table provides information about the key responsibilities and functions of the Board's standing committees.

Committee

Key Functions and Additional Information

Audit Committee

Compensation Committee

Investment Committee

Nominating and Corporate Governance Committee

Reviews the audit plans and findings of the independent registered public accounting firm and our internal audit and compliance functions, as well as the results of regulatory examinations, and tracks management's corrective action plans where necessary

Reviews our financial statements (and related regulatory filings), including any significant financial items and/or changes in accounting policies, with our senior management and independent registered public accounting firm

Reviews our risk and control issues, compliance programs, and significant tax and legal matters

Appoints annually, in its sole discretion, the independent registered public accounting firm and evaluates its independence and performance, as well as sets clear hiring policies for our hiring of employees or former employees of the independent registered public accounting firm

Reviews our risk management processes

Reviews our exposure to cyber security risk, the effectiveness of our cyber security, and the knowledge, experience, and capabilities of the Audit Committee and management with respect to cyber security and cyber security risk

The Board has determined that each of Ms. Drayton and Mr. Fioravanti is an "audit committee financial expert" as defined by the rules of the SEC. No member of the Audit Committee simultaneously serves on the audit committees of more than three public companies

Reviews and approves equity-related grants for our directors, officers, key employees, and consultants

Reviews and approves corporate goals and objectives relevant to our Chief Executive Officer's and other executive officers' compensation, evaluates the Chief Executive Officer's and other executive officers' performance in light of those goals and objectives, and determines the Chief Executive Officer's and other executive officers' compensation based on that evaluation

Recommends to the Board the compensation of our non-employee directors

Oversees our compensation and employee benefit and incentive compensation plans, and administers the Amended and Restated Brookdale Senior Living Inc. 2014 Omnibus Incentive Plan ("2014 Omnibus Incentive Plan") and the Brookdale Senior Living Inc. 2024 Omnibus Incentive Plan ("2024 Omnibus Incentive Plan") (and any future incentive plans)

Administers the Clawback and Forfeiture Policy

Reviews and approves (or recommends that the Board approve, as applicable) certain investments and proposed transactions on behalf of the Board

Reviews and evaluates (and makes recommendations to the Board regarding) our capital structure and financial strategies, our material capital allocation plans, and our dividend and share repurchase policies and programs

Performs such other responsibilities as may be delegated to it by the Board from time to time

Reviews the performance of the Board and incumbent directors and makes recommendations to the Board regarding the selection of candidates, qualification, and competency requirements for service on the Board and the suitability of proposed nominees as directors

Advises the Board with respect to our Bylaws and Corporate Governance Guidelines

Oversees the annual evaluation of the Board and its committees and our management

Reports to the Board on various social, environmental, and governance topics, and reviews management's work to develop our social and environmental initiatives and reporting

2026 PROXY STATEMENT 21

‌Director Compensation

‌Non-Employee Director Compensation Program

The table below sets forth the elements of the non-employee director compensation program. In 2026, the Compensation Committee reviewed the non-employee director compensation program, including receiving a market compensation study from the Consultant (as defined below) related to the peer group approved by the Committee for 2026 compensation decisions. Following such review, the Committee recommended, and the Board approved, the changes to the program noted below to better align with the peer median.

Equity Awards

Annual Retainer

Annual Committee Chair Retainers:

Audit

Compensation, NCG & Investment

Meeting Attendance Fees: Per Board Meeting

Per Committee Meeting (Members Only)

Description

Changes for 2026

2025

Cash Fees

Initial Grant of Restricted Shares under 2024 Omnibus Incentive Plan

Annual Grant of Immediately Vested Stock under 2024 Omnibus Incentive Plan

$ 100,000 $ 110,000 Cash retainers are payable quarterly in arrears and are

pro-rated for service less than the full year. For 2025, cash meeting fees were paid only if a director's attendance exceeded six Board meetings or eight

$ 20,000 No change

$ 15,000 No change

$ 3,000 No change

$ 2,000 No change

committee meetings per year and were payable quarterly in arrears. For 2026, cash meeting fees will be paid only if a director's attendance exceeds eight Board meetings or eight committee meetings per year and will be payable quarterly in arrears.

Each director has the opportunity to elect to receive either immediately vested shares in lieu of up to 50%, or RSUs in lieu of up to 100%, of quarterly cash compensation, as described below.

$ 160,000 $ 170,000

(applicable to awards

to be granted in 2027 for

2026

service)

Typically granted in February each year for service in the prior year and pro-rated for service less than the full year. Directors may elect to receive RSUs (as described below) in lieu of the immediately vested shares. If a director retires prior to the annual grant date or concludes his or her service at the expiration of his or her term of office, a pro-rata cash amount will be payable to the director at the time of retirement or expiration in lieu of the annual grant of immediately vested shares, in recognition of the partial year of service.

$ 100,000 No change Granted to each new non-employee director upon joining

the Board and generally will be eligible to vest on the first anniversary of the director's appointment to the Board,

subject to the director's continued service.

Each non-employee director has the opportunity to elect to receive either immediately vested shares (issued pursuant to the Director Stock Purchase Plan) in lieu of up to 50% of his or her quarterly cash compensation, and/or restricted stock units (issued under our 2024 Omnibus Incentive Plan) in lieu of up to 100% of his or her quarterly cash compensation and/or in lieu of the annual grant of immediately vested shares. With respect to such elections, the number of shares or RSUs to be issued is based on the closing price of our common stock on the date of issuance, or if such date is not a trading date, on the previous trading day's closing price. Each RSU will be payable in the form of one share of our common stock following the director's termination of service as a member of the Board. In addition, each non-employee director has the opportunity to elect to defer up to 100% of his or her quarterly cash compensation pursuant to the Brookdale Senior Living Inc. Non-Employee Director Deferred Compensation Plan (the "Deferred Compensation Plan"), which became effective December 12, 2022. Each participant in the plan will generally be entitled to receive payment of any amounts deferred under the plan upon the earliest to occur of the following: (A) thirty (30) days after the director's separation from service; (B) thirty (30) days after the date of the director's disability; (C) thirty (30) days after the date of the director's death; (D) if elected by the director, a fixed date designated in a properly executed election form; or (E) within ten (10) days after the closing date of a change in control. Directors will not receive any earnings on deferred amounts.

Disclaimer

Brookdale Senior Living Inc. published this content on May 01, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 01, 2026 at 00:41 UTC.