What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-19 compared with 2025-02-19 · 81 added, 127 removed, 388 unchanged (35% of the section changed)

11 unchanged sentences

Brookdale is committed to its mission—to enrich the lives of those we serve with compassion, respect, excellence, and integrity.

We continue to focus on the health and well-being of our residents and associates and on achieving our long-term growth potential by providing valued high-quality care and personalized service.

We believe successful execution of this strategy provides the best opportunity to create attractive long-term stockholder value.

We are focused on priorities that will position us for growth and capitalize on positive trends in demand demographics, customer preferences, and lower new supply in the industry, while using our unique Brookdale differentiators and scale to our advantage.

We continue to focus on operational excellence achieved through a culture of caring, with people serving people.

Brookdale is committed to its foundation as an operating company.

We intend to enrich lives and drive value for our residents, families, associates, and stockholders and are focused on operational excellence that will position us for growth and capitalize on positive trends in demand demographics, customer preferences, and lower new supply in the industry, while using our unique Brookdale differentiators and scale to our advantage.

Our key strategic priorities are as follows:

• Get every available room in service at the best profitable rate.

We believe that we provide highly valuable services to seniors, and we continually strive to expand the number of seniors we serve through targeted efforts to increase our occupancy levels while remaining focused on charging an appropriate rate for the services we provide.

Over the near term, as occupancy continues to recover, we believe we can further improve controllable expense management and margin through leverage of fixed expenses while we continue to remain focused on meeting our residents' needs, providing high-quality care and personalized service, and remaining in compliance with applicable regulatory requirements.

With this strategic priority, we are working to ensure that all communities are appropriately priced within their market.

Through our targeted sales and marketing efforts, we plan to drive increased move-ins through enhanced outreach with impactful points of differentiation based on quality, clinical and healthcare expertise, a portfolio of choices, and high-quality, personalized service delivered by caring and engaged associates.

• Attract, engage, develop, and retain the best associates.

8 unchanged sentences

As we lengthen our associates' tenure, we believe this will translate into an even better resident experience.

The above three priorities coupled with robust supply-demand fundamentals are intended to provide long-term returns to our stockholders by driving organic growth through focusing on growing RevPAR (as defined below), Adjusted EBITDA (as defined below), and cash flow.

• Operational excellence, resulting in increased revenue, disciplined expense management, and accelerated growth.

With this strategic priority, we are working to ensure that all communities are appropriately priced within their market.

The above priorities coupled with robust supply-demand fundamentals are intended to provide long-term returns to our stockholders by driving organic growth through focusing on growing RevPAR (as defined below), Adjusted EBITDA (as defined below), and cash flow.

We expect RevPAR will continue to be driven by both occupancy and RevPOR (as defined below) growth, propelled by (i) our strategic priorities, (ii) accelerating growth within our target demographic, and (iii) significantly lower supply growth.

Our goal is to initially return to our pre-pandemic level of occupancy and margins, to return to generating positive (and growing) cash flow, and then to reach or exceed our historical occupancy high and expand our margins over the long term.

As occupancy grows, we anticipate benefiting from operating leverage, resulting in improving margins.

2 unchanged sentences

We are regularly piloting programs in multiple areas with the intent to roll out successful initiatives to accelerate our growth potential.

We also plan to continue to explore additional products and services that we may offer to our residents or to seniors living outside of our communities and, in the longer term where opportunities arise, we would expect to pursue development, investment, and acquisition opportunities to further enhance and grow our senior living portfolio.

We also plan to continue to explore additional products and services that we may offer to our residents or to seniors living outside of our communities and, where opportunities arise, we would expect to pursue development, investment, and acquisition opportunities to further enhance and grow our senior living portfolio.

• Enhance healthcare and wellness.

1 unchanged sentence

We believe Brookdale is uniquely positioned to be not only a partner to providers and payors, but to be the senior living leader in the value-based healthcare ecosystem.

As an example, we expanded our Brookdale HealthPlus® program to a growing number of assisted living communities in certain markets.

As an example, we have expanded our Brookdale HealthPlus® program to a growing number of communities in certain markets.

Brookdale HealthPlus®, which is a community-based, technology-enabled, proactive care coordination program, is designed to help improve residents' quality of life through evidence-based preventative care coordination.

For the third consecutive year, an independent third party found that Brookdale HealthPlus® delivered measurable favorable outcomes compared to seniors with similar attributes living at home or in competitive senior living properties, with this year's outcomes showing even greater improvement than the previous year.

As a result, we expect to introduce Brookdale HealthPlus® to additional communities.

We believe our Brookdale HealthPlus® program can be a key differentiator for Brookdale in the market.

We also continue to pilot the expansion of our private duty services business to serve those living outside of our communities.

4 unchanged sentences

• Improve and grow our senior living portfolio.

As we continue to focus on returning to, and then exceeding, our pre-pandemic results, in the near and longer term, we also intend to (i) exit certain non-strategic or underperforming owned assets when possible, (ii) exit or restructure underperforming leases as we approach lease maturity, where possible, (iii) expand our footprint and services in core markets where we have, or can achieve, a clear leadership position, and (iv) explore further growth opportunities, such as opportunistic acquisitions (including potential acquisitions of currently leased assets) and other expansions of our senior living business, subject to capital availability.

As we continue to focus on driving organic growth in our business, in the near and longer term, we also intend to (i) exit certain non-strategic or underperforming owned assets when possible, (ii) exit or restructure underperforming leases as we approach lease maturity, where possible, (iii) expand our footprint and services in certain core markets, and (iv) explore further growth opportunities, such as opportunistic acquisitions (including potential acquisitions of currently leased assets) and other expansions of our senior living business, subject to capital availability.

Over the longer term, we expect that we will also continue to invest in our development capital expenditures program through which we expand, reposition, and redevelop selected existing senior living communities where economically advantageous.

1 unchanged sentence

Recent Developments

Macroeconomic Conditions

A confluence of macroeconomic conditions, including labor pressures, high inflation, and elevated interest rates, continued to affect our operations during 2024.

Labor Pressures

Labor costs comprise approximately two-thirds of our total facility operating expense and are subject to inflationary and labor environment pressures.

We began to experience pressures associated with the intensely competitive labor environment during 2021.

Labor pressures have resulted in higher-than-typical associate turnover and wage growth, and we have experienced difficulty in filling open positions timely.

We have increased our recruiting efforts to fill existing open positions, resulting in increasing the size of our workforce since the beginning of 2022.

Beginning in 2021, to cover existing open positions, we needed to increase our reliance on more expensive premium labor, primarily contract labor and overtime.

By increasing the number of shifts staffed with full- and part-time Brookdale associates rather than contract labor, our contract labor costs have returned to pre-pandemic inflation-adjusted levels.

We continue to work to reduce our reliance on overtime while committing to remain focused on meeting our residents' needs, providing high-quality care and personalized service, and remaining in compliance with applicable regulatory requirements.

We continue to optimize our recruiting efforts to fill open positions, analyze wage rates in our markets, and make competitive adjustments.

The labor component of our facility operating expense in our same community portfolio increased 3.0% during 2024 compared to the prior year.

The increase primarily resulted from wage rate adjustments and an additional day of expense during 2024 as a result of the leap year, partially offset by a decrease in the use of premium labor, primarily contract labor.

While the impacts of the intensely competitive labor environment have continued to moderate in 2024, we may continue to experience labor cost pressure as a result of the labor environment conditions described above.

Continued increased competition for, or a shortage of, nurses or other associates and general inflationary pressures have required and may require that we enhance our pay and benefits package to compete effectively for such associates.

Our non-labor facility operating expense comprises approximately one-third of our total facility operating expense and is subject to inflationary pressures.

The United States consumer price index increased 21% since December 2020.

Despite our mitigation efforts and with higher occupancy, our non-labor facility operating expense in our same community portfolio increased 7.0% for 2024 compared to the prior year, primarily resulting from broad inflationary pressure, an additional day of expense due to the leap year, and increases in estimated insurance expense, property repair expense primarily as a result of severe weather events, and marketing expense.

Interest Rates

We are highly leveraged and have significant debt obligations.

As of December 31, 2024, we had $4.1 billion of debt outstanding, including $3.0 billion of long-term fixed rate debt at a weighted average interest rate of 4.50% and $1.1 billion of long-term variable rate debt outstanding which is indexed to the Secured Overnight Financing Rate ("SOFR") plus a weighted average margin of 241 basis points.

Accordingly, our annual interest expense related to long-term variable rate debt is directly affected by movements in SOFR.

We have completed the refinancing of all of our debt maturities due in 2025.

Increases in market interest rates in recent years have resulted in higher interest rates for our recent debt financing and refinancing transactions, which has resulted in an increase in the weighted average interest rate of our fixed rate debt from 3.98% as of September 30, 2023 to 4.50% as of December 31, 2024.

Refer to Note 7 to the consolidated financial statements contained in "Item 8.

Financial Statements and Supplementary Data" for additional information on our recent debt financing and refinancing transactions.

We have approximately $0.7 billion of fixed rate debt maturing in 2026 and 2027 at a weighted average interest rate of 4.54%, which we may need to refinance at higher interest rates.

For the year ended December 31, 2024, our debt interest expense increased $5.8 million, or 2.7%, compared to the prior year, primarily due to higher fixed interest rates on long-term debt obtained subsequent to the beginning of the prior year.

Community Acquisitions

In September 2024, we entered into three definitive agreements to acquire 41 communities (2,789 units) that were or are currently leased by us for a combined purchase price of $610.0 million.

In October 2024, we obtained $135.0 million of net cash proceeds from convertible senior notes issuance and exchange transactions in order to fund a portion of the purchase price for these acquisitions.

Refer to Note 7 to the consolidated financial statements contained in "Item 8.

Financial Statements and Supplementary Data" for additional information on the convertible senior notes transactions.

International JV / Welltower Portfolio Acquisition

In September 2024, we entered into a definitive agreement to acquire 11 senior living communities (1,228 units) that we leased from a joint venture between Welltower Inc.

(“Welltower”) and its joint venture partners for a purchase price of $300.0 million.

Effective December 17, 2024, we successfully closed on the acquisition.

As part of this transaction, we assumed $194.5 million of existing 4.92% fixed rate agency debt which is scheduled to mature in March 2027 and the remainder of the purchase price was paid with cash on hand.

Previously, these communities were held in a triple-net lease with annualized cash rent payments of $22.3 million and an initial maturity of August 31, 2028.

Diversified Healthcare Trust Portfolio Acquisition

In September 2024, we entered into a definitive agreement to acquire 25 senior living communities (875 units) that, as of December 31, 2024, we leased from Diversified Healthcare Trust for a purchase price of $135.0 million.

As of December 31, 2024, these communities were held in a triple-net lease with annualized current cash rent payments of $10.2 million and a current maturity of December 31, 2032.

We expect to complete the acquisition transaction in the first quarter of 2025, subject to the satisfaction of customary closing conditions for real estate transactions.

We expect to fund the acquisition of the 25 communities through proceeds from mortgage financing and cash on hand.

In September 2024, we entered into a definitive agreement to acquire 25 senior living communities (875 units) that were leased by us from Diversified Healthcare Trust for a purchase price of $135.0 million.

Effective February 27, 2025, we successfully closed the acquisition, which was funded with proceeds from mortgage financings and cash on hand.

As of December 31, 2024,

these communities were held in a triple-net lease with annualized cash rent payments of $10.2 million and an initial maturity of December 31, 2032.

Welltower Portfolio Acquisition

In September 2024, we entered into a definitive agreement to acquire five senior living communities (686 units) that are currently leased by us from Welltower for a purchase price of $175.0 million.

As of December 31, 2024, these communities were held in a triple-net lease with annualized current cash rent payments of $13.7 million.

We expect to complete the acquisition transaction in the first quarter of 2025, subject to the satisfaction of customary closing conditions for real estate transactions.

We expect to fund the acquisition of the five communities through proceeds from mortgage financing and cash on hand.

Community Lease Amendments

Ventas Lease Amendment

In September 2024, we entered into a definitive agreement to acquire five senior living communities (686 units) that were leased by us from Welltower Inc.

("Welltower") for a purchase price of $175.0 million.

Effective February 27, 2025, we successfully closed the acquisition, which was funded through proceeds from mortgage financings and cash on hand.

As of December 31, 2024, these communities were held in a triple-net lease with annualized cash rent payments of $13.7 million.

Community Dispositions

We have continued executing on our ongoing capital recycling program through which we have exited non-strategic or underperforming owned assets or leases.

Such activities completed during the year ended December 31, 2025 included the sale of 12 owned communities (482 units) for proceeds of $26.1 million, net of transaction costs, and the disposal of 58 communities (6,466 units) through lease termination.

During 2026, we plan to sell 29 owned communities (2,364 units), which we believe will generate approximately $200.0 million of proceeds.

The closings of the expected sales of assets are subject (where applicable) to our successful marketing of such assets on terms acceptable to us.

Further, the closings of the expected sales of assets are, or will be, subject to the satisfaction of various conditions, including (where applicable) the receipt of regulatory approvals.

There can be no assurance that the transactions will close or, if they do, when the actual closings will occur.

In December 2024, we and certain of our subsidiaries, and Ventas, Inc.

(“Ventas”) and certain of its subsidiaries, amended the existing master lease arrangement pursuant to which we lease 120 communities (10,180 units).

Beginning January 1, 2026, we will continue to lease 65 communities (4,055 units) (“Renewal Communities”) and the remaining 55 communities (6,125 units) (“Non-renewal Communities”) that are not renewed will either be sold by Ventas or transitioned, with such transitions commencing on or after September 1, 2025.

The amended master lease arrangement provides for an aggregate annual minimum rent for the Renewal Communities of $64.0 million beginning on January 1, 2026.

Effective on January 1, 2027, and on January 1 of each lease year thereafter, the annual minimum rent will continue to be subject to an escalator equal to 3%.

Under the amended master lease arrangement, the term of the leases for the Renewal Communities was extended through December 31, 2035 with one 10-year extension option remaining.

In addition, Ventas has agreed to fund costs associated with capital expenditures at the communities subject to the master lease arrangement in the aggregate amount of up to $35.0 million during the calendar years 2025 to 2027, provided that, with respect to any such amounts funded by Ventas, the annual rent under the master lease arrangement will prospectively increase by the amount of each reimbursement multiplied by the greater of (i) 8% and (ii) the United States 10-Year Treasury Rate plus 3.5%.

No more than $15.0 million may be funded in each calendar year.

The amended master lease arrangement provides that Ventas will use commercially reasonable efforts to sell 11 of the Non-renewal Communities.

Rent for any Non-renewal Communities to be sold will continue through December 31, 2025 regardless of the date of the sale (subject to a potential rent credit associated with the sale of one large community in the group).

For the remaining 44 Non-renewal Communities, Ventas will begin transitions on or after September 1, 2025.

Rent will terminate with respect to any community that is transitioned on the earlier of the date of such transition or December 31, 2025.

In the event any Non-renewal Community is not sold or transitioned by December 31, 2025, we may manage such communities at a management fee of 5% of managed revenue, generally until the earlier of the transition or sale of such community or December 31, 2026.

Omega Lease Amendment

In August 2024, we amended the existing master lease with Omega Healthcare Investors, Inc.

("Omega") pursuant to which we continue to lease 24 communities (2,555 units) from Omega.

The amended master lease has an initial term to expire on December 31, 2037.

As part of the amendment, Omega agreed to make available up to $80.0 million to fund costs associated with capital expenditures for the communities through December 31, 2037.

The annual rent under the lease will not be adjusted upon reimbursements for capital expenditures in the aggregate amount of up to $30.0 million of the $80.0 million pool, which is available in certain tranches through June 30, 2028.

With respect to the remaining $50.0 million of the $80.0 million pool, the annual rent under the lease will prospectively increase by the amount of each reimbursement multiplied by 9.5%.

The $50.0 million is available in certain tranches beginning January 1, 2025, subject to certain annual reimbursement caps specified in the lease.

Under the terms of the amendment, rent will escalate annually per the terms of the existing lease escalator, with a potential minor contingent rent adjustment beginning in 2028 depending on lease performance.

(“Ventas”) and certain of its subsidiaries, amended the existing master lease arrangement pursuant to which we, at the time of the amendment, leased 120 communities (10,180 units) previously subject to a maturity of December 31, 2025.

As of January 1, 2026, we continue to lease 65 communities (4,055 units) under the master lease arrangement, which was extended through December 31, 2035 with one 10-year extension option remaining.

The leases for the remaining 55 communities (6,125 units) (“Non-renewal Communities”) were terminated during 2025, with such terminations commencing on September 1, 2025.

As of January 1, 2026, we continued to manage eight of the Non-renewal Communities, which were not transitioned to other operators by December 31, 2025, at a management fee of 5% of managed revenue.

Mortgage Financings

In December 2025, we completed a series of financing transactions with multiple lenders totaling $596.9 million.

Through these transactions, we refinanced all of our $346.3 million remaining 2026 mortgage debt maturities and $190.7 million of our 2027 mortgage debt maturities, while further strengthening our balance sheet.

Refer to Note 7 to the consolidated financial statements contained in "Item 8.

Financial Statements and Supplementary Data" for additional information on our recent mortgage debt financing transactions.

The Senior Living Industry

The senior living industry has undergone dramatic growth in the past several decades, marked by the emergence of assisted living communities in the mid-1990s, and it remains highly fragmented with numerous local and regional operators.

According to data from the National Investment Center for the Seniors Housing & Care Industry ("NIC"), there were approximately 2,500 local and regional senior housing operators as of December 31, 2024, of which approximately 90% operated five or fewer communities.

According to data from the National Investment Center for the Seniors Housing & Care Industry ("NIC"), there were approximately 2,400 local and regional senior housing operators in the United States as of December 31, 2025, of which approximately 90% operated five or fewer communities.

We are the largest of a limited number of operators that provide a broad range of community locations and service level offerings at varying price levels.

The industry attracted additional investment in the last decade, prior to the start of the COVID-19 pandemic, which resulted in increased construction and development of new senior housing supply.

The industry attracted additional investment in the previous decade which resulted in increased construction and development of new senior housing supply.

New community openings subjected the senior housing industry to oversupply and increased competitive pressures.

3 unchanged sentences

NIC data shows that senior housing occupancy decreased for four consecutive quarters between March 31, 2020 and March 31, 2021, with nearly all markets falling to record low occupancy by the first quarter of 2021.

Since the record low occupancy in 2021, NIC data shows that senior housing occupancy has returned to pre-pandemic levels through greater demand than historical levels, coupled with low inventory growth .

NIC data shows that new construction starts and openings for the senior housing industry have decreased significantly for 2023 and 2024 compared to the peaks in the decade prior to the start of the COVID-19 pandemic.

The more recent impact of the pandemic, the macroeconomic factors discussed above, higher construction costs, increased interest rates, and tighter credit conditions may continue to impact new constructions starts and competitive new openings for a period of time.

Since the record low occupancy in 2021, NIC

data shows that senior housing occupancy has returned to pre-pandemic levels through greater demand than historical levels, coupled with low inventory growth.

NIC data shows that new construction starts and openings for the senior housing industry have decreased significantly in recent years compared to the decade prior to the start of the COVID-19 pandemic.

The recent impact of labor cost pressures, higher construction costs, elevated interest rates, and tighter credit conditions may continue to impact new constructions starts and competitive new openings for a period of time.

In addition, lengthy pre-development and construction phases may continue to suppress supply growth in upcoming years.

The primary market for our senior living services is individuals age 75 and older.

4 unchanged sentences

There is a growing consumer awareness among seniors and their families regarding the types of services provided by senior living operators, which has further contributed to the demand for senior living services.

Including continued recovery from the significant challenge of the COVID-19 pandemic to our industry, additional challenges in our industry include increased state and local regulation of the assisted living, memory care, and skilled nursing sectors, which has led to an increase in the cost of doing business.

Additional challenges in our industry include increased state and local regulation have led to an increase in the cost of doing business.

The regulatory environment continues to intensify in the number and types of laws and regulations affecting us, accompanied by increased enforcement activity by state and local officials.

5 unchanged sentences

Additionally, while we believe it has become increasingly difficult for newly developed senior living communities to compete at our price points, certain competitors may price aggressively in order to better capture market share.

Our major senior housing competitors include Atria Senior Living Inc., Life Care Services, LLC, Discovery Senior Living, LLC, Erickson Senior Living, LLC, and Sunrise Senior Living, LLC and multiple regional providers with large localized market presence, as well as a large number of not-for-profit entities.

Our major senior housing competitors include Discovery Senior Living, Erickson Senior Living, LCS, and multiple regional providers with large localized market presence, as well as a large number of not-for-profit entities.

Over the long term we plan to evaluate and, where opportunities arise, pursue development, investment, and acquisition opportunities.

1 unchanged sentence

In addition, several publicly-traded and non-traded real estate investment trusts ("REITs") and private equity firms have similar objectives as we do, along with greater financial resources and/or lower costs of capital than we are able to obtain.

Partially as a result of tax law changes enacted through REIT Investment Diversification and Empowerment Act ("RIDEA"), we compete more directly with the various publicly-traded healthcare REITs for the acquisition of senior housing properties, the largest of which are Ventas, Inc.

and Welltower Inc.

Additionally, such REITs may have the ability to directly compete in the management of certain independent living facilities as a result of recent IRS rulings.

58 unchanged sentences

These communities include 100 freestanding memory care communities with 3,854 units included in our Assisted Living and Memory Care segment.

All residents at our assisted living and memory care communities are eligible to receive the basic care level, which includes ongoing health assessments, three meals per day and snacks, coordination of special diets planned by a registered dietitian, 24-hour staff assistance, assistance with medical care coordination, education and wellness programs, social and recreational activities providing socialization and engagement, housekeeping, and personal laundry services.

All residents at our assisted living and memory care communities are eligible to receive the basic care level, which includes ongoing health assessments, three meals per day and snacks, coordination of special diets planned by a registered dietitian, 24-hour staff assistance, assistance with medical care coordination, education and wellness programs, social and recreational activities designed for engagement, housekeeping, and personal laundry services.

In some locations, we offer our residents exercise programs and programs designed to address needs associated with early stages of Alzheimer's disease and other dementias.

50 unchanged sentences

Further, we believe our centralized community support infrastructure allows our community-based leaders and personnel to focus on resident care and family connections.

We recently introduced a new operating structure.

It is designed to focus on delivering operational excellence throughout our entire company from our communities to our national centers of excellence that are at our community support center.

We have six strategic focused regions led by regional vice presidents with approximately 100 communities each, and they are leading the strategy, execution, and accountability in their markets under one Chief Operating Officer, who also manages the function of key operations departments.

We believe that with decision responsibility focused regionally, we are faster to respond to our communities, and we can improve performance-driven actions.

On a national level, Brookdale centers of excellence provide expert leadership, best practices, research, training, and key operational support that drives operational excellence.

The alignment of these cross-functional leaderships at the regional and national levels we believe will allow us to leverage the scale of the nation's largest operator and execute with the nimbleness of a regional provider.

Community Support Functions

22 unchanged sentences

Depending upon the size and type of the community, each Executive Director is supported by key leaders, a Health and Wellness Director (or nursing director), and/or a Sales Director.

The Health and Wellness Director or nursing director is directly responsible for day-to-day care of our assisted living, memory care, and skilled nursing residents.

The Health and Wellness Director is directly responsible for day-to-day care of our assisted living, memory care, and skilled nursing residents.

The Sales Director oversees the community's sales, marketing, and community outreach programs.

34 unchanged sentences

During 2025, we continued to focus on hiring the best associates and reducing turnover in order to decrease our use of more expensive premium labor.

We seek to ensure that our communities are staffed with the appropriate mix of full and part-time associates.

We continuously seek to ensure that our communities are staffed with the appropriate mix of full and part-time associates.

By increasing the number of shifts staffed with our full- and part-time associates rather than contract labor, our contract labor costs have returned to pre-pandemic inflation-adjusted levels.

6 unchanged sentences

Recruitment strategies

In order to attract people who want the chance to be a part of something bigger than themselves, we use a variety of strategies to attract and hire diverse talent to our organization.

We optimized our field recruiting strategy through close collaboration with local operational leadership on current and anticipated workforce planning needs, leveraging an agile market and region-based approach to provide targeted hiring support, while continuously improving systems and processes.

Additionally, we have implemented ways to support recruiting from military settings, including veterans.

We also actively work to partner with nursing schools, nationally and locally, to recruit nursing students to work in assisted living.

To attract individuals that are inspired by the opportunity to be part of something larger than themselves, we use a variety of strategies designed to recruit and hire diverse talent.

We have strengthened our field recruiting strategies by collaborating closely with local operational leaders to understand current and future workforce needs.

A key component of these recruiting strategies is enabling an agile, market, and region-based model that delivers targeted hiring support while continually enhancing our systems and processes.

Additionally, we have expanded our efforts to recruit from military settings, including veterans and military spouse recruiting focuses.

We actively partner with nursing schools, both nationally and locally, to encourage nursing students to pursue careers in assisted living and skilled nursing settings.

We offer ongoing learning opportunities for our associates beyond the onboarding programs they participate in when they join Brookdale to ensure they have learning solutions available to them to build long-term careers at Brookdale and better serve our residents throughout their careers.

1 unchanged sentence

In addition to internal development opportunities, we have also developed a program to build business acumen skills to drive improved community performance, and associates continue to have opportunities for professional development through our advanced fee and tuition assistance programs.

We believe the performance of our individual communities and of our company as a whole are correlated to retention of our key community leaders.

We believe the performance of our individual communities and of our Company as a whole are directly correlated to the retention of our key community leaders.

Our 2025 annual incentive plan included the strategic objective of retaining key community leadership (Executive Directors, Health and Wellness Directors, and Sales Directors) in our same community portfolio.

As a result of our retention initiatives, our retention of key community leaders in our same community portfolio increased for 2024 compared to 2023.

We also believe that it is important to hear from our associates as a way to engage and retain them and have various listening systems that are utilized for feedback.

To that end, in 2024, we conducted an associate engagement survey for all associates to focus on certain actions to engage and retain them.

As a result of our retention initiatives, including a focus on re-recruiting current associates and providing development solutions focused on building competencies, skills, and capabilities, our retention of key community leaders in our same community portfolio increased for 2025 compared to 2024.

Total Rewards

4 unchanged sentences

For example, all associates have access to free short-term counseling and well-being coaching.

In addition, full-time associates enrolled in one of our medical plans can receive a wellness incentive for completing their annual physical.

Associates enrolled in a Brookdale medical plan are also eligible to participate in a free coach-led digital program for weight loss, diabetes management and reversal, as well as chronic back, knee, or hip pain.

Associates enrolled in a Brookdale medical plan are also eligible to participate in a free coach-led digital program for weight loss, diabetes management and reversal, digestive health, menopause, as well as chronic back, knee, or hip pain.

We also recognize the importance of financial wellbeing, which is why we offer access to a financial wellness program for all associates.

18 unchanged sentences

anti-kickback and physician self-referral ("Stark") laws;

safety and health standards set by the Occupational Safety and Health Administration;

safety and health standards set by the Occupational Safety and Health Administration ("OSHA");

and federal, state, and local employment-related laws and regulations.

2 unchanged sentences

State and Local Regulation and Licensing

Many senior living communities are subject to regulation and licensing by state and local health and social service agencies and other regulatory authorities.

Many senior living communities and private duty home care agencies are subject to regulation and licensing by state and local health and social service agencies and other regulatory authorities.

Although requirements vary from state to state, these requirements may address, among others, the following:

9 unchanged sentences

In several of the states in which we operate there are different levels of care that may be provided based on the level of licensure.

In several of the states in which we operate, or intend to operate, assisted living and memory care communities or skilled nursing facilities require a certificate of need before a community may be opened or the services at an existing community may be expanded.

In several of the states in which we operate assisted living and memory care communities, skilled nursing facilities or home care agencies require a certificate of need before a community or agency may be opened or the services at an existing community may be expanded.

Senior living communities may also be subject to state and/or local building, zoning, fire, and food service codes and must be in compliance with these local codes before licensing or certification may be granted.

1 unchanged sentence

Unannounced surveys or inspections may occur annually, bi- or tri-annually, or following a regulator's receipt of a complaint about a provider.

From time to time in the ordinary course of business, we receive survey reports from state or federal regulatory bodies citing deficiencies resulting from such inspections or surveys.

From time to time in the ordinary course of business, we receive survey reports from state or federal

regulatory bodies citing deficiencies resulting from such inspections or surveys.

Most inspection deficiencies are resolved through a plan of corrective action relating to the community's operations, but the reviewing agency may have the authority to take further action against a licensed or certified community, which could result in the imposition of fines, imposition of a provisional or conditional license, suspension or revocation of a license, suspension or denial of admissions or denial of payment for admissions, loss of certification as a provider under federal and/or state reimbursement programs, or imposition of other sanctions, including criminal penalties.

Loss, suspension, or modification of a license may also cause us to default under our debt and lease documents and/or trigger cross-defaults.

Loss, suspension, or modification of a community license may also cause us to default under our debt and lease documents and/or trigger cross-defaults.

Sanctions may be taken against providers or facilities without regard to the providers' or facilities' history of compliance.

7 unchanged sentences

Certain current state laws and regulations allow enforcement officials to make determinations on whether the care provided by one or more of our communities exceeds the level of care for which the community is licensed.

Furthermore, certain states may allow citations in one community to impact other communities in the state.

Revocation or suspension of a license, or a citation, at a given community could therefore impact our ability to obtain new licenses or to renew existing licenses at other communities, which may also cause us to be in default under our loan or lease agreements and trigger cross-defaults or may also trigger defaults under certain of our credit agreements, or adversely affect our ability to operate and/or obtain financing in the future.

If a state were to find that one community's citation will impact another of our communities, this will also increase costs and result in increased surveillance by the state survey agency.

Furthermore, certain states may allow citations in one provider or community to impact other providers or communities in the state.

Revocation or suspension of a license, or a citation, at a given provider or community could therefore impact our ability to obtain new licenses or to renew existing licenses at other locations, which may also cause us to be in default under our loan or lease agreements and trigger cross-defaults or may also trigger defaults under certain of our credit agreements, or adversely affect our ability to operate and/or obtain financing in the future.

If a state were to find that one community's or agency’s citation will impact another of our communities or agencies, this will also increase costs and result in increased surveillance by the state survey agency.

If regulatory requirements increase, whether through enactment of new laws or regulations or changes in the enforcement of existing rules, including increased enforcement brought about by advocacy groups, in addition to federal and state regulators, our operations could be adversely affected.

1 unchanged sentence

Regulation Against Fraud, Abuse, and False Claims

There are various extremely complex federal and state laws governing a wide array of referrals, relationships, and arrangements and prohibiting fraud by healthcare providers, including those in the senior living industry, and governmental agencies are devoting increasing attention and resources to such anti-fraud initiatives.

The Health Insurance Portability and Accountability Act of 1996, or HIPAA, and the Balanced Budget Act of 1997 expanded the penalties for healthcare fraud.

With respect to our participation in federal healthcare reimbursement programs, the government or private individuals acting on behalf of the

government may bring an action under the False Claims Act alleging that a healthcare provider has defrauded the government and seek treble damages for false claims and the payment of additional monetary civil penalties.

There are various extremely complex federal and state laws governing a wide array of referrals, relationships, and arrangements and prohibiting fraud by healthcare providers, including those in the senior living industry, and governmental agencies are devoting increasing, and, in some case, significant, attention and resources to such anti-fraud initiatives.

The Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and the Balanced Budget Act of 1997 expanded the penalties for healthcare fraud.

With respect to our participation in federal healthcare reimbursement programs, the government or private individuals acting on behalf of the government may bring an action under the False Claims Act alleging that a healthcare provider has defrauded the government and seek treble damages for false claims and the payment of additional monetary civil penalties.

The False Claims Act allows a private individual with knowledge of fraud to bring a claim on behalf of the federal government and earn a percentage of the federal government's recovery.

Because of these incentives, so-called "whistleblower" suits have become more frequent.

Additionally, since we operate communities that participate in federal and/or state healthcare reimbursement programs, we are subject to federal and state laws that prohibit anyone from presenting, or causing to be presented, claims for reimbursement which are false, fraudulent, or are for items or services that were not provided as claimed.

Additionally, because we operate communities that participate in federal and/or state healthcare reimbursement programs, we are subject to federal and state laws that prohibit anyone from presenting, or causing to be presented, claims for reimbursement which are false, fraudulent, or are for items or services that were not provided as claimed.

Similar state laws vary from state to state.

17 unchanged sentences

These legislative and regulatory developments will continue to influence the design and operation of our business and our privacy and security efforts.

COVID-19 Regulation

We have been and may continue to be subject to federal and state laws, regulations and executive orders relating to healthcare providers’ response to the COVID-19 pandemic.

While many of the regulatory requirements were temporary and expired with the end of the public health emergency in May 2023, these requirements generally may include mandatory requirements for vaccination of staff, testing of residents and/or staff, providing COVID-19 related paid leave, implementation of infection control standards and procedures, imposition of restrictions on new admissions or readmissions of residents, required screening of all persons entering a community, imposition of restrictions or limitations on who and how residents may be visited, and imposition of mandatory notification requirements to residents, families, staff, and regulatory bodies related to positive COVID-19 cases.

Enhanced or additional penalties may apply for violation of such requirements.

Employment-Related Regulation

4 unchanged sentences

Reimbursements from Medicare and Medicaid represented 1.2% and 3.6%, respectively, of our consolidated resident fee revenue for the year ended December 31, 2025.

Medicare and Medicaid reimbursements represented 15.5% of our CCRCs segment's resident fee revenue during such period.

Medicare and Medicaid reimbursements represented 15.3% of our CCRCs' resident fee revenue during such period.

Medicare is a federal program that provides certain hospital and medical insurance benefits to persons age 65 and over and certain disabled persons.

28 unchanged sentences

and protection of the environment and natural resources in connection with development or construction of our properties.

Some of our communities generate infectious or other hazardous medical waste due to the illness or physical condition of the residents, including, for example, blood-contaminated bandages, swabs and other medical waste products, and incontinence

products of those residents diagnosed with an infectious disease.

The management of infectious medical waste, including its handling, storage, transportation, treatment, and disposal, is subject to regulation under various federal, state, and local environmental laws.

8 unchanged sentences

Federal, state, and local laws and regulations also govern the removal, encapsulation, disturbance, handling, and/or disposal of asbestos-containing materials and potential asbestos-containing materials when such materials are in poor condition or in the event of construction, remodeling, renovation, or demolition of a building.

Such laws may impose liability for improper handling or a release to the environment of asbestos-containing materials and potential asbestos-containing materials and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with asbestos-containing materials and potential asbestos-containing materials.

Such laws may impose liability for improper handling or a release to the environment of asbestos-containing materials

and potential asbestos-containing materials and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with asbestos-containing materials and potential asbestos-containing materials.

The presence of mold, lead-based paint, contaminants in drinking water, radon, and/or other substances at any of the communities we own or may acquire may lead to the incurrence of costs for remediation, mitigation, or the implementation of an operations and maintenance plan.

10 unchanged sentences

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 1. Business