1 unchanged sentence
Insider Adoption or Termination of Trading Arrangements
−Removed: During the fiscal quarter ended June 30, 2025, 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.
−Removed: Subsequent to the end of the quarter ended June 30, 2025, on July 16, 2025, Lee S.
−Removed: Wielansky, a member of our Board of Directors, terminated his Rule 10b5-1 trading arrangement that was entered into on December 6, 2024.
−Removed: Amended and Restated Tier I Severance Pay Policy
−Removed: On August 5, 2025, the Compensation Committee of the Board of Directors of the Company approved an amendment and restatement of the Amended and Restated Tier I Severance Pay Policy, dated effective February 10, 2022 (as amended and restated, the “Restated Tier I Policy”).
−Removed: The Restated Tier I Policy provides for severance payments and benefits to eligible participants, including certain of the Company’s named executive officers.
−Removed: Amendments to the Restated Tier I Policy include, among other administrative and clarifying changes, the following:
−Removed: • In the event an eligible participant terminates employment with “good reason” (as defined therein), other than within 18 months following a “change in control” (as defined therein), such participant will be entitled to receive, upon signing an effective waiver and release of claims and continuing to comply with all applicable restrictive covenants and the other provisions of the Restated Tier I Policy, the following severance payments and benefits (which are equivalent to the severance payments and benefits payable upon an eligible participant’s termination without “cause”):
−Removed: (i) 100% of base salary and target annual bonus payable over 12 months following separation, excluding from the calculation any additional compensation that was in effect expressly on an interim basis;
−Removed: (ii) in the event the eligible participant has been employed by the Company for at least three months of the year of termination, a pro-rated annual bonus for the year of termination to the extent earned, payable when such bonus would otherwise be due;
−Removed: and (iii) any accrued but unpaid salary, any annual bonus earned but unpaid for any previously completed
−Removed: year, reimbursement of any business expenses properly incurred, and any benefits such participant may be entitled to under the Company’s benefits plans;
−Removed: • For purposes of the definition of good reason, a material and significant reduction or adverse change with respect to the eligible participant’s compensation will be disregarded if (i) it applies to all eligible participants and (ii) does not occur following or in connection with a change in control, or if such reduction or change relates to any additional compensation that was in effect expressly on an interim basis;
−Removed: • The definition of good reason will include a change in the eligible participant’s reporting relationship of two or more reporting levels, except for a change in reporting relationship that was in effect expressly on an interim basis;
−Removed: • Any amendment to the Restated Tier I Policy that would adversely affect the benefits that may be payable to an eligible participant cannot be effective for at least 24 months from the date of such amendment in the event the amendment is adopted on or after the date of a change in the individual serving as the Company’s Chief Executive Officer.
−Removed: The remaining terms of the Restated Tier I Policy are as described in the Company’s definitive proxy statement filed with the SEC on May 14, 2025.
+Added: During the fiscal quarter ended September 30, 2025, 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:
+Added: On July 16, 2025 , Lee S.
+Added: Wielansky , a member of our Board of Directors , terminated a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) and originally adopted December 6, 2024 for the sale of up to 40,000 shares of common stock.
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.
14 unchanged sentences
4.12 Form of 3.50% Convertible Senior Notes due 2029 (included in Exhibit 4.11).
−Removed: 10.1 Restricted Stock Unit Agreement under the Brookdale Senior Living Inc.
−Removed: 2024 Omnibus Incentive Plan dated as of April 27, 2025, by and between the Company and Denise W.
−Removed: 10.2 Amended and Restated Tier I Severance Pay Policy dated August 5, 2025.
−Removed: 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 10.1 Amended and Restated Tier I Severance Pay Policy dated August 5, 2025 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on August 7, 2025 (File No.
+Added: 10.2 Employment Agreement dated October 1, 2025 by and between the Company and Nikolas W.
+Added: (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on October 2, 2025 (File No.
+Added: 001-32641)).†
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
7 unchanged sentences
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL (included in Exhibit 101).
+Added: 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included in Exhibit 101).
+Added: † Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
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, thereunto duly authorized.
BROOKDALE SENIOR LIVING INC.
−Removed: Executive Vice President and Chief Financial Officer;
−Removed: member of the Office of the CEO (Authorized Officer, Principal Executive Officer and Principal Financial Officer)
−Removed: August 7, 2025
+Added: Executive Vice President and Chief Financial Officer (Authorized Officer and Principal Financial Officer)
+Added: November 7, 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.