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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-21 · 44 added, 26 removed, 184 unchanged (28% of the section changed)

17 unchanged sentences

Insider Adoption or Termination of Trading Arrangements

During the fiscal year ended December 31, 2023, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

During the fiscal year ended December 31, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K, except as follows:

On December 6, 2024 , Lee S.

Wielansky , a member of our Board of Directors , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) to sell up to 40,000 shares of common stock.

Unless otherwise terminated pursuant to its terms, the plan will terminate on September 4, 2026 , or when all shares under the plan are sold, whichever occurs first.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

17 unchanged sentences

(1) The table above includes 101,734 shares issuable pursuant to vested restricted stock units and 7,017,580 shares potentially issuable pursuant to unvested restricted stock units, including 789,394 shares that may be issued for performance achievement in excess of target.

Pursuant to SEC guidance, the table above excludes an aggregate of 27,972 shares of unvested restricted stock that were outstanding under our 2024 Omnibus Incentive Plan as of December 31, 2024.

Our 2024 Omnibus Incentive Plan allows awards to be made in the form of stock options, stock appreciation rights, restricted shares, restricted stock units, unrestricted shares, performance awards, and other stock-based awards.

1 unchanged sentence

(3) Represents shares remaining available for future issuance under our Director Stock Purchase Plan.

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%, or restricted stock units (issued pursuant to the 2014 Omnibus Incentive Plan) in lieu of up to 100%, of his or her quarterly cash compensation.

Under the director compensation program, all cash amounts are

payable quarterly in arrears, with payments to be made on April 1, July 1, October 1 and January 1.

of up to 100%, of his or her quarterly cash compensation.

Under the director compensation program, all cash amounts are payable quarterly in arrears, with payments to be made on April 1, July 1, October 1 and January 1.

Any immediately vested shares that a director elected to receive under the Director Stock Purchase Plan were to be issued at the same time that cash payments are made.

19 unchanged sentences

All schedules have been omitted because they are not applicable or are not required, or the required information is included in the Consolidated Financial Statements or the notes thereto.

2.1 Securities Purchase Agreement dated as of February 24, 2021, by and among the Company and certain of its subsidiaries and certain subsidiaries of HCA Healthcare, Inc.

(incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 24, 2021 (File No.

001-32641) ).

3.1 Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed on November 5, 2019 (File No.

13 unchanged sentences

4.10 Form of Purchase Contracts (included in Exhibit 4.8).

4.11 Indenture, dated as of October 3, 2024, between the Company and Equiniti Trust Company, LLC, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 4 , 2024 (File No.

4.12 Form of 3.50% Convertible Senior Notes due 2029 (included in Exhibit 4.11).

Letter Agreement dated as of July 26, 2020 by and between the Company and Ventas (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on August 10, 2020 (File No.

7 unchanged sentences

Amendment No.

1 dated as of December 18, 2024 to Amended and Restated Guaranty by and among the Company as Guarantor, certain subsidiaries of the Company as Tenant, and Ventas and certain of its subsidiaries .

Amendment No.

1 dated effective April 15, 2021 to Amended and Restated Master Lease and Security Agreement by and between certain affiliates of the Company as Tenant and certain subsidiaries of Ventas as Landlord (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2021 (File No.

7 unchanged sentences

Amendment No.

4 dated effective October 23, 2023 to Amended and Restated Master Lease and Security Agreement by and between certain affiliates of the Company as Tenant and certain subsidiaries of Ventas as Landlord (incorporated by reference to Exhibit 10.1.9 to the Company's Annual Report on Form 10-K filed on February 21, 2024 (File No.

Amendment No.

5 dated effective December 18, 2024 to Amended and Restated Master Lease and Security Agreement by and between certain affiliates of the Company as Tenant and certain subsidiaries of Ventas as Landlord.††

10.2.1 Master Credit Facility Agreement (Senior Housing) dated as of August 31, 2017, by and between Jones Lang LaSalle Multifamily, LLC and the Company's subsidiaries named as borrowers therein (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2017 (File No.

001-32641)).†

10.2.2 Amendment No.

1 to Master Credit Facility Agreement (Senior Housing) dated as of November 1, 2018, by and between Jones Lang LaSalle Multifamily LLC and the Company's subsidiaries named as borrowers therein.

1 to Master Credit Facility Agreement (Senior Housing) dated as of November 1, 2018, by and between Jones Lang LaSalle Multifamily LLC and the Company's subsidiaries named as borrowers therein (incorporated by reference to Exhibit 10.2.2 to the Company's Annual Report on Form 10-K filed on February 21, 2024 (File No.

10.2.3 Reaffirmation, Joinder and Second Amendment to Master Credit Facility Agreement (Seniors Housing) dated as of December 15, 2023, by and between JLL Real Estate Capital, LLC, Fannie Mae and the Company's subsidiaries named as borrowers therein (incorporated by reference to Exhibit 10.2.3 to the Company's Annual Report on Form 10-K filed on February 21, 2024 (File No.

10.2.4 Reaffirmation, Joinder and Third Amendment to Master Credit Facility Agreement (Seniors Housing) dated as of December 20, 2024, by and between JLL Real Estate Capital, LLC, Fannie Mae and the Company's subsidiaries named as borrowers therein.

10.3 Amended and Restated Employment Agreement dated November 3, 2021 by and between the Company and Lucinda M.

10 unchanged sentences

001-32641)).*

10.5 Form of Restricted Stock Unit Agreement under the Omnibus Incentive Plan (2020 Time-Based Form for Executive Officers) (incorporated by reference to Exhibit 10.29 to the Company’s Amendment No.

1 to Annual Report on Form 10-K/A filed on April 29, 2020 (File No.

001-32641)).*

10.6 Form of Restricted Stock Unit Agreement under the Omnibus Incentive Plan (2020 Performance-Based Form for Executive Officers) (incorporated by reference to Exhibit 10.30 to the Company’s Amendment No.

1 to Annual Report on Form 10-K/A filed on April 29, 2020 (File No.

001-32641)).*

10.5 Form of Restricted Stock Unit Agreement under the 2014 Omnibus Incentive Plan (2021 Time-Based Form for Executive Officers) (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2021 (File No.

5 unchanged sentences

001-32641)).*

10.10 Form of Letter Agreement dated February 22, 2021 Providing for Voluntary Forfeiture of Certain 2019 and 2020 Long-Term Incentive Awards (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on May 7, 2021 (File No.

001-32641)).*

10.8 Form of Restricted Stock Unit Agreement under the 2014 Omnibus Incentive Plan (2022 Time-Based Form for Executive Officers) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2022 (File No.

6 unchanged sentences

001-32641)).*

10.15 Form of Severance Letter Under Amended and Restated Tier I Severance Pay Policy dated August 6, 2010 (applicable to Todd Kaestner) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 6, 2010 (File No.

10.12 Form of Severance Letter Under Amended and Restated Tier I Severance Pay Policy dated August 6, 2010 (applicable to Todd Kaestner and George Hicks ) (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 6, 2010 (File No.

001-32641)).*

12 unchanged sentences

001-32641)).*

10.18 Restricted Stock Unit Agreement under the 2014 Omnibus Incentive Plan dated as of February 15, 2024, by and between the Company and Lucinda M.

Baier (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2024 (File No.

001-32641)).*

10.19 Form of Restricted Stock Unit Agreement under the 2014 Omnibus Incentive Plan (2024 Time-Based Form for Executive Officers other than CEO) (incorporated by reference to Exhibit 10.

2 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2024 (File No.

001-32641)).*

10.20 Performance-Based Restricted Stock Unit Agreement under the 2014 Omnibus Incentive Plan dated as of February 15, 2024, by and between the Company and Lucinda M.

Baier (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2024 (File No.

001-32641)).†*

10.21 Form of Restricted Stock Unit Agreement under the 2014 Omnibus Incentive Plan (2024 Performance-Based Form for Executive Officers other than CEO) (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2024 (File No.

001-32641)).†*

10.22 Offer Letter Agreement dated as of January 12, 2023 by and between the Company and Dawn L.

9 unchanged sentences

10.26 Brookdale Senior Living Inc.

Insider Trading Policy.

2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2024) (the “2024 Omnibus Incentive Plan”).*

10.27 Form of Restricted Share Agreement under the 2024 Omnibus Incentive Plan.*

10.28 Form of Outside Director Restricted Stock Unit Agreement under the 2024 Omnibus Incentive Plan.*

10.29 Registration Rights Agreement dated as of October 3, 2024 between the Company and the investors named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 4 , 2024 (File No.

19 Brookdale Senior Living Inc.

Insider Trading Policy (incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K filed on February 21, 2024 (File No.

21 Subsidiaries of the Registrant .

5 unchanged sentences

97 Brookdale Senior Living Inc.

Clawback and Forfeiture Policy.

Clawback and Forfeiture Policy ( incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed on February 21, 2024 (File No.

Inline XBRL Taxonomy Extension Schema Document.

16 unchanged sentences

Signature Title Date

Sansone Non-Executive Chairman of the Board February 21, 2024

/s/ Denise W.

Warren Non-Executive Chairman of the Board February 19, 2025

/s/ Lucinda M.

5 unchanged sentences

Asher Director February 19, 2025

/s/ Marcus E.

Bromley Director February 21, 2024

Bumstead Director February 19, 2025

/s/ Claudia N.

Drayton Director February 19, 2025

/s/ Victoria L.

Freed Director February 19, 2025

/s/ Denise W.

Warren Director February 21, 2024

/s/ Elizabeth B.

Mace Director February 19, 2025

Wielansky Director February 19, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures