8-K

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 17, 2025, the Board of Directors (the “Board”) of Brookdale Senior Living Inc. (the “Company”) appointed Mary Sue Patchett as the Company’s Executive Vice President and Chief Operating Officer effective December 1, 2025. Ms. Patchett will serve as the Company’s principal operating officer effective upon her appointment.

Ms. Patchett, age 62, rejoined the Company in August 2025 and has served as Interim Executive Vice President – Community & Field Operations since September 2025. Previously, she held various senior leadership positions at the Company from 2011 until her retirement in 2021. In her last position at the Company, she served as Executive Vice President of Strategic Operations from March 2020 to June 2021. Ms. Patchett also served as Executive Vice President of Community and Field Operations at the Company, and before that, was President of the former Southeast Division. Ms. Patchett has also served as Chief Operating Officer of Horizon Bay from January 2011 through August 2011 and as Senior Vice President of Operations from March 2008 through December 2011. Prior to joining Horizon Bay, she was President and owner of Patchett & Associates, Inc., a management consulting firm for senior housing and other healthcare companies, served as Divisional Vice President for Alterra Healthcare Corporation for over six years, and started in senior living with nine years in numerous leadership positions at Sunrise Senior Living. Ms. Patchett earned her B.S. in business management from George Mason University. She currently serves on the advisory board of the Florida Senior Living Association and on the Board of Directors of Guardian Pharmacy Services, Inc., where she serves on the Audit Committee and the Compensation Committee. She also serves as Board Chair of Angels in Action.

There are no family relationships, as defined in Item 401 of Regulation S-K, between Ms. Patchett and any of the Company’s executive officers or directors. Ms. Patchett has not engaged in any transaction with the Company during the last fiscal year, and does not propose to engage in any transaction, that would be reportable under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Patchett and any other person pursuant to which she was appointed to serve as Executive Vice President and Chief Operating Officer.

In connection with Ms. Patchett’s appointment, the Compensation Committee (the “Committee”) of the Board approved the following compensation arrangements to be effective December 1, 2025: (i) an annual base salary of $530,000; (ii) eligibility to participate in the Company's annual cash incentive program generally applicable to members of management, with the target cash bonus reflecting 80% of her base salary paid during the plan year; and (iii) beginning in 2026, eligibility to receive annual long-term incentive awards under the Company's 2024 Omnibus Incentive Plan (the “Omnibus Plan”) with performance- and time-based vesting terms to be approved by the Committee (which vesting terms generally will be consistent with those provided to other executive officers of the Company). Her long-term incentive awards for 2026 will consist of (x) annual awards with an aggregate target grant value of $800,000 for her 2026 service and (y) prorated awards with an aggregate grant value of $67,945 for her service in December 2025. In addition, the Committee approved that the retirement provision in Ms. Patchett’s long-term incentive award agreements will reflect that her previous service with the Company will count toward her aggregate service for purposes of determining eligibility under the retirement provision.

Effective December 1, 2025, Ms. Patchett will also participate in the Amended and Restated Tier I Severance Pay Policy, which is described in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2025. The Company has entered into an Indemnification Agreement with Ms. Patchett in substantially the form of the Form Indemnification Agreement for Directors and Officers filed by the Company with the Securities and Exchange Commission on February 28, 2011 as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2010.

Item 7.01 Regulation FD Disclosure.

On November 18, 2025, the Company issued a press release announcing the appointment of Ms. Patchett as Executive Vice President and Chief Operating Officer. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1    Press Release dated November 18, 2025.

104    Cover Page interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

BROOKDALE ANNOUNCES CHIEF OPERATING OFFICER

Tenured Leader Brings 40 Years of Senior Living Experience to Operations

BRENTWOOD, Tenn., (November 18, 2025) – Brookdale Senior Living Inc. (NYSE: BKD) (“Brookdale” or the “Company”) is announcing that Mary Sue Patchett, current Interim Executive Vice President – Community and Field Operations, has been named Chief Operating Officer effective December 1st. Ms. Patchett brings 40 years of senior living operations experience to this role and most recently helped redesign and implement Brookdale’s new regional operating structure in her interim position.

“It has been over 10 years since Brookdale formally appointed a COO and Mary Sue is the right leader during this transformative time at Brookdale,” said Nick Stengle, Chief Executive Officer. “We are focused on improving operating performance and continue to build upon the momentum that began earlier this year. With Mary Sue’s experience, competency and passion for our mission, she’s the right person for this position. I’m excited to partner alongside her each day and accomplish our goals as a team.”

As Chief Operating Officer, Ms. Patchett has six regional vice presidents as well as leaders in clinical, dementia care, service alignment, resident and family engagement and experience and dining reporting to her. As the nation’s largest senior living provider, Brookdale’s new regional operating model allows for decision making, insight, and resources to be closer to residents —enabling team members to respond faster, be more agile and tailor decisions to local communities.

“I’m honored to step into this role,” said Ms. Patchett. “We have an incredibly talented team in place and together I’m confident we will continue enriching the lives of seniors and their families. I’m grateful for the trust Nick and the company has placed in me as we continue our progress toward operational excellence.”

Ms. Patchett’s prior 25-year tenure with Brookdale ran through 2021. During that time, she held several positions including Executive Vice President of Strategic Operations, Executive Vice President of Community and Field Operations and President of the Southeast Division. Ms. Patchett also held the position of Chief Operating Officer at Horizon Bay and prior to that was Senior Vice President of Operations. Before joining Horizon Bay, she was President and owner of Patchett & Associates, Inc., a management consulting firm for senior housing and other healthcare companies. She was also Divisional Vice President for Alterra for more than six years, and started her career at Sunrise Senior living where she held several leadership positions.

For more information about Brookdale, visit brookdale.com.

Brookdale Senior Living Inc. is the nation’s premier operator of senior living communities. With 623 communities across 41 states and the ability to serve approximately 57,000 residents as of September 30, 2025, Brookdale is committed to its mission of enriching the lives of seniors through compassionate care, clinical expertise, and exceptional service. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities, offering tailored solutions that help empower seniors to live with dignity, connection, and purpose. Leveraging deep expertise in healthcare, hospitality, and real estate, Brookdale creates opportunities for wellness, personal growth, and meaningful relationships in settings that feel like home.

Guided by its four cornerstones of passion, courage, partnership, and trust, Brookdale is committed to delivering exceptional value and redefining senior living for a brighter, healthier future. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit brookdale.com or connect with Brookdale on Facebook at facebook.com/brookdaleseniorliving or YouTube at youtube.com/BrookdaleLiving.

Safe Harbor

Certain statements in this press release may 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. 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 affect the Company's forward-looking statements include the risks detailed from time to time in the Company's filings with the Securities and Exchange Commission ("SEC"), 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 press release. Except as required by law, the Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained in this press release 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.

CONTACT: Media Relations, 615-564-8666, media.relations@brookdale.com