Preliminary Proxy Statement (Form PREC14A)

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED APRIL 30, 2025

2025

Notice of Annual Meeting

of Stockholders & Proxy Statement

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED APRIL 30, 2025

[●], 2025

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 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting" or the "Annual Meeting"). The meeting will be held on [●], [●], 2025 at [●] Central time at [●]. A notice of the 2025 Annual Meeting and a proxy statement containing information about the matters to be acted upon are included with this letter.

Your vote is especially important at this year's Annual Meeting. As you may know, Pangaea Ventures, L.P., which is managed by Ortelius Advisors, L.P. (collectively, "Ortelius"), provided notice of their intention to nominate a control slate of six candidates to stand for election as directors at the Annual Meeting in opposition to the nominees being recommended by your Board. You may receive solicitation materials from Ortelius, including a proxy statement and a white proxy card or a white voting instruction form, asking you to vote for the Ortelius nominees. The Company is not responsible for the accuracy or completeness of any information provided by or relating to Ortelius or its nominees contained in solicitation materials filed or disseminated by or on behalf of Ortelius or any other statements Ortelius may make.

We strongly urge you to vote "FOR" ONLY each of the eight highly qualified nominees proposed by the Board (Denise W. Warren, Jordan R. Asher, Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, and Lee S. Wielansky) and in accordance with the Board's recommendation on the other proposals included on the Company'sBLUEproxy card or BLUEvoting instruction form.

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 BLUEproxy card or BLUE voting instruction form. If you have any questions about the Annual Meeting or how to vote your shares, please call the firm assisting the Company in the solicitation of proxies, Innisfree M&A Incorporated, at (877) 750-5838(toll free from the U.S. and Canada) or +1 (412) 232-3651(from other countries).

We thank you for your continued investment in Brookdale.

Very truly yours,

Denise W. Warren

Interim Chief Executive Officer and

Chairman of the Board of Directors

PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION DATED APRIL 30, 2025

Brookdale Senior Living Inc.

Notice of 2025 Annual Meeting of Stockholders

[●], 2025

The 2025 Annual Meeting of Stockholders (including any adjournments or postponements thereof, the "Annual Meeting" or the "2025 Annual Meeting") of Brookdale Senior Living Inc. ("Brookdale" or the "Company") will be held on [●], [●], 2025 at [●] Central time at [●] for the purpose of voting on the following proposals:

The close of business on [●], 2025 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 2025 Annual Meeting and proxy statement first available on or about [●], 2025.

Please note that Pangaea Ventures, L.P., which is managed by Ortelius Advisors, L.P. (collectively, "Ortelius"), has provided notice of its intention to nominate a control slate of six candidates (each an "Ortelius Nominee") to stand for election as directors at the Annual Meeting in opposition to the nominees recommended by your Board. Pursuant to the U.S. Securities and Exchange Commission (the "SEC") rules, Brookdale is required to include the Ortelius Nominees on our BLUEproxy card and BLUEvoting instruction form; however, our Board urges you not to vote for any of the Ortelius Nominees and instead use the BLUEproxy card or BLUEvoting instruction form to vote "FOR" each of the Brookdale director nominees recommended by your Board (Denise W. Warren, Jordan R. Asher, Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, and Lee S. Wielansky (collectively, the "Company Nominees")). Additionally, you may receive solicitation materials from Ortelius, including a proxy statement and a white proxy card or a white voting instruction form, which we urge you not to use. Brookdale is not responsible for the accuracy or completeness of any information provided by or relating to Ortelius or the Ortelius Nominees contained in solicitation materials filed or disseminated by or on behalf of Ortelius or any other statements Ortelius may make.

The Board does NOT endorse any of the Ortelius Nominees and unanimously recommends that you use the BLUEproxy card or BLUEvoting instruction form to vote "FOR" ONLY each of the eight Company Nominees proposed by your Board of Directors and as the Board recommends on all other proposals. The Board strongly urges you to discard and NOT to vote using the white proxy card or white voting instruction form sent to you by Ortelius. If you have already submitted a white proxy card, you can revoke such proxy and vote for the Board's nominees and on the other matters to be voted on at the Annual Meeting by following the instructions on the enclosed BLUEproxy card or BLUEvoting instruction form to vote by phone or internet, or by signing, dating and returning the enclosed BLUEproxy card or BLUEvoting instruction form in the postage-paid envelope provided. Only your latest validly executed proxy will count and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying proxy statement.

Your vote is important. Even if you currently plan to attend the Annual Meeting, please ensure your shares are represented by promptly using the BLUE proxy card or BLUE voting instruction form to vote TODAY.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON [● ], 2025: This proxy statement and our 2024 Annual Report to Stockholders (the "2024 Annual Report") are available at www.proxyvotenow.com/BKD. You may also obtain these proxy materials at the SEC website at www.sec.gov or by contacting the firm assisting the Company in the solicitation of proxies, Innisfree M&A Incorporated, at (877) 750-5838(toll-free from the U.S. and Canada) or +1 (412) 232-3651(from other countries).

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.

2025 Proxy Statement

Cautionary Note Regarding Forward-Looking Statements

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-Kand 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

Director Nominees

Our Board has nominated each of the following individuals for election at the 2025 Annual Meeting for a one-yearterm expiring at the 2026 annual meeting of stockholders (the "2026 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: Denise W. Warren, Jordan R. Asher, Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, and Lee S. Wielansky (collectively, the "Company Nominees"). As part of the Company's commitment to ongoing Board refreshment, as further described below, the Board appointed two new directors in April 2025: Mark Fioravanti and Joshua Hausman. Messrs. Fioravanti and Hausman each bring extensive industry knowledge and unique perspectives that the Board believes will contribute to the oversight of our business strategy supporting long-term stockholder value creation. For more information regarding Messrs. Fioravanti and Hausman, and the Board's and the Nominating and Corporate Governance (NCG) Committee's process for identifying and selecting these new directors, see "Proposal 1: Election of Directors" beginning on page [●] of this proxy statement. Biographical information on all of the Company Nominees and a description of their qualifications to serve as directors appears beginning on page [●] of this proxy statement. While the total authorized number of directors is currently fixed at nine, Mr. Bumstead has informed the Board that he will not stand re-electionat the Annual Meeting. Accordingly, the number of directors of the Company will be fixed at eight as of the Annual Meeting.

Board Composition

During the past two 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 healthcare, finance, senior housing, hospitality, and real estate experience. The following information reflects information regarding the Company Nominees and gives effect to the expiration of Mr. Bumstead's term of office at the Annual Meeting.

Commitment to Governance Practices

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 2025 Annual Meeting of Stockholders to be held on [●], [●], 2025, and at any adjournment or postponement of the meeting (the "Annual Meeting" or the "2025 Annual Meeting").

Distribution of Proxy Materials

On or about [●], 2025, we expect to mail our proxy materials, including the cover Letter to Stockholders, Notice of Annual Meeting, this proxy statement, and a universal BLUEproxy card, to all stockholders of record as of the record date. Our 2024 Annual Report, which is not proxy soliciting material, is also enclosed. Copies of these documents are also available on our website at brookdale.com/proxy.

Stockholders Entitled to Vote

Only stockholders of record at the close of business on [●], 2025, 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 [●] 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" or "WITHHOLD" 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 that stockholders use the BLUEproxy card to vote:

Information About Ortelius

Pangaea Ventures, L.P., which is managed by Ortelius Advisors, L.P. (collectively, "Ortelius"), has provided notice of its intention to nominate a control slate of six candidates (each an "Ortelius Nominee") to stand for election as directors at the Annual Meeting in opposition to the Company's nominees recommended by the Board at the Annual Meeting. Ortelius is a stockholder that purported to beneficially own [approximately 1%] of the Company's outstanding stock as of [●], 2025. The Board does NOT endorse any of the Ortelius Nominees and unanimously recommends that you vote "FOR" only the election of each of the eight Company Nominees proposed by the Board using the BLUE proxy card or BLUE voting instruction form.

General Information about the Annual Meeting

You may receive proxy solicitation materials, including a proxy statement and a white proxy card or a white voting instruction form, from Ortelius. Brookdale is not responsible for the accuracy or completeness of any information provided by or relating to Ortelius or the Ortelius Nominees contained in solicitation materials filed or disseminated by or on behalf of Ortelius or any other statements Ortelius may make. Voting to "WITHHOLD" with respect to any of the Ortelius Nominees on any white proxy card or white voting instruction form sent to you by Ortelius is not the same as voting for our director nominees, because a vote to "WITHHOLD" with respect to any of Ortelius' nominees on the white proxy card or white voting instruction form will revoke any BLUEproxy card or BLUEvoting instruction form you may have previously submitted.

Even though the Company Nominees appear on Ortelius' white proxy card, we urge you to use the BLUEproxy card or BLUEvoting instruction form to support our director nominees by voting "FOR" only the Company's eight director nominees as listed on the BLUEproxy card or BLUEvoting instruction form. If you have already voted using a white proxy card or white voting instruction form sent to you by Ortelius, you may revoke it by: (i) marking, signing, dating, and returning the BLUEproxy card or BLUEvoting instruction form; (ii) voting via the internet using the internet address on theBLUEproxy card or BLUEvoting instruction form; (iii) as available, voting by telephone using the number on the BLUEproxy card; or (iv) voting in person by ballot at the Annual Meeting. Only your latest dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described herein.

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-routinematters. When the broker exercises its discretion to vote on routine matters in the absence of voting instructions from you, a broker non-voteoccurs with respect to the non-routinematters since the broker will not have discretion to vote on such non-routinematters. Because of the contested nature of the solicitation, without your voting instructions, to the extent your broker, bank or other nominee provides you with Ortelius' proxy materials, your broker, bank or other nominee may not vote your shares with respect to the below proposals or on any of the other proposals on the agenda for the Annual Meeting. If, however, Ortelius does not provide a white proxy card or a white voting instruction form to stockholders who hold their shares in street name, then Proposal 3 would be considered a routine matter and your broker, bank or other nominee would be able to vote upon the matter if you do not provide them with specific voting instructions, although it is possible that your broker, bank or other nominee may choose not to exercise such discretionary authority. We strongly encourage all street name holders to instruct your broker, bank or other nominee to vote your shares by using the enclosed BLUEvoting instruction form to vote online, by telephone (as applicable), or by signing, dating and returning the BLUEvoting instruction form in the postage-paid envelope provided.

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-votesfor 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 and Information

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 BLUE proxy card or by signing, dating, and returning your BLUE 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.

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:

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.

If you properly submit your signed BLUE proxy card or BLUEvoting 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.

If you have any questions or need assistance voting, please call Innisfree, the Company's proxy solicitor, at 1 (877) 750-5838(toll-free from the U.S. and Canada) or +1 (412) 232-3651(from other countries).

General Information about the Annual Meeting

The SEC has adopted rules requiring the use of a universal proxy card in contested director elections, whereby all nominees for election will appear on each side's proxy card. Although Brookdale is required to include all nominees for election on its universal BLUEproxy card, Brookdale does not endorse any of the Ortelius Nominees and unanimously recommends stockholders vote "FOR" ONLY each of the eight Company Nominees using the BLUEproxy card or BLUEvoting instruction form.

If Ortelius proceeds with its nominations and pursuit of control of the Board, you may also receive proxy solicitation materials from Ortelius, including an opposition proxy statement and a white proxy card that may be sent to you by Ortelius. The Board unanimously recommends that you disregard and do NOT return any white proxy card you receive from Ortelius.

Voting to "WITHHOLD" with respect to the Ortelius Nominees on Ortelius' white proxy card is NOT the same as voting for the Board nominees because a vote to "WITHHOLD" with respect to the Ortelius Nominees on its proxy cards will revoke any proxy you previously submitted.

If you have already voted using Ortelius' white proxy card, you have the right to change your vote and revoke your prior proxy by signing and dating the enclosed BLUEproxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by phone by following the instructions provided on the enclosed BLUEproxy card or BLUE voting instruction form. Even if you would like to elect some or all of the Ortelius Nominees, we strongly recommend you use the Company's BLUEproxy card or BLUE voting instruction form to do so. Only the latest dated vote you submit will be counted.

Stockholders are encouraged to submit their votes on the BLUEproxy card or BLUEvoting instruction form. If Ortelius withdraws or abandons its solicitation or fails to comply with the universal proxy rules after a stockholder has already granted proxy authority, stockholders can still sign and date a later submitted BLUEproxy card.

If Ortelius withdraws or abandons its solicitation or fails to comply with the universal proxy rules, any votes cast in favor of Ortelius' director nominees will be disregarded and not be counted, whether such vote is provided on the Company's BLUEproxy card or Ortelius' white proxy card.

Additionally, many of our stockholders hold their shares in more than one account and may receive separate proxy cards or voting instruction forms for each of those accounts. If you receive more than one BLUEproxy card or BLUE voting instruction form, your shares may be registered in more than one name or are registered in different accounts. Please sign, date and return or otherwise submit your proxy with respect to each BLUEproxy card or BLUE voting instruction form you receive to ensure that all of your shares are voted.

If you properly sign and return your BLUEproxy card or BLUEvoting instruction form, but do not mark a vote with respect to any nominees, your shares will be voted "FOR" only each of the Company nominees. If you properly sign and return your BLUEproxy card or BLUEvoting instruction form, and mark a vote "FOR" with respect to fewer than eight nominees, your shares will only be voted as marked.

If you properly sign and return your BLUE proxy card or BLUEvoting instruction form, and mark a vote "FOR" with respect to more than eight nominees, your vote on Proposal 1 regarding nominees will be deemed invalid and will not be counted with respect to Proposal 1. In this case, your vote on other matters included on the proxy card can be counted, including for purposes of determining a quorum.

Vote Required to Approve Proposals

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.

Independent Inspector of Elections

Our independent inspector of elections, [●], will tabulate the votes cast by each proxy and in person at the Annual Meeting.

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 [●] a.m. Central time. In order to be admitted, you should:

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.

Our Board is currently comprised of nine directors and the total authorized number of directors is currently fixed at nine. However, Mr. Bumstead informed the Board that he will not stand for re-electionat the Annual Meeting. Accordingly, the number of directors of the Company will be fixed at eight as of the Annual Meeting.

Our Board has nominated each of the following Company Nominees for election at the 2025 Annual Meeting for a one-yearterm expiring at the 2026 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: Denise W. Warren, Jordan R. Asher, Claudia N. Drayton, Mark Fioravanti, Victoria L. Freed, Joshua Hausman, Elizabeth B. Mace, and Lee S. Wielansky. Biographical information on the Company Nominees and a description of their qualifications to serve as directors appears beginning on page [●]. Each of the Company Nominees has consented to be named in this proxy statement and has agreed to serve if elected. If a Company Nominee is unavailable for election at the time of the Annual Meeting, the Company representatives named on the BLUE proxy card will vote for another nominee substituted by the Board in place of the unavailable nominee 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 Company Nominees would not be able to serve as a director if elected.

As described above, Ortelius has notified Brookdale of its intention to nominate a control slate of six candidates to stand for election as directors at the Annual Meeting in opposition to the nominees recommended by the Board. As a result, assuming such nominees are in fact nominated for election at the Annual Meeting and all such nominations have not been withdrawn by Ortelius, the number of director nominees will exceed the number of directors to be elected and, as provided under our Bylaws, directors will be elected by a plurality of the votes cast. This means that the eight director nominees receiving the greatest number of votes cast "FOR" their election will be elected. Shares that are not voted in the election of directors, including withheld votes, 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.

Our Board does NOT endorse any of the Ortelius Nominees, and unanimously recommends that you simply DISREGARD any materials, including any white proxy card or a white voting instruction form, that may be sent to you by Ortelius and only vote using the enclosed BLUEproxy card or BLUEvoting instruction form to vote "FOR" ONLY each of the eight Company Nominees. The Board strongly urges you to discard and NOT to vote using any white proxy card or white voting instruction form that may be sent to you by Ortelius. If you have already voted using a white proxy card or a white voting instruction form sent to you by Ortelius, you have every right to change your vote and we strongly urge you to revoke that proxy by using the BLUEproxy card or BLUEvoting instruction form to vote in favor of ONLY each of the eight nominees recommended by the Board - by internet, by phone, or by signing, dating and returning the enclosed BLUEproxy card or BLUEvoting instruction form in the postage-paid envelope provided. Only the latest validly executed proxy that you submit will be counted; any proxy may be revoked at any time prior to its exercise at the Annual Meeting. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor, Innisfree M&A Incorporated, at 1 (877) 750-5838(toll-free from the U.S. and Canada) or +1 (412) 232-3651(from other countries).

You may receive solicitation materials from Ortelius, including a proxy statement and white proxy cards or white voting instruction forms. Information about the Ortelius nominees may be found in Ortelius' proxy statement, available without cost at the SEC's website (www.sec.gov). Brookdale is not responsible for the accuracy or completeness of any information provided by or relating to Ortelius or its nominees contained in the solicitation material filed or disseminated by or on behalf of Ortelius or any other statements Ortelius may make. Stockholders will be able to obtain, free of charge, copies of all proxy statements, including Ortelius' proxy statement and any amendments or supplements thereto and any other documents (including the BLUEproxy card) when filed by the applicable party with the SEC in connection with the Annual Meeting at the SEC's website (www.sec.gov).

Board Composition

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 by focusing on its collective skills and experience with new directors who have decades of finance, operations, sales and marketing, analytical, and clinical experience in the senior housing, hospitality, and healthcare industries. Following the Annual Meeting and assuming election of the Company Nominees, the average tenure of the Board will be equal to approximately 3.8 years.

As part of the Company's commitment to ongoing Board refreshment, as further described below, the Board appointed two new directors in April 2025: Mr. Fioravanti and Mr. Hausman. Mr. Fioravanti was identified as a potential candidate for consideration by the Company's former President and Chief Executive Officer, and Mr. Hausman was identified as a potential candidate for consideration by Ms. Warren. Each candidate was carefully evaluated and recommended by the full Board for election. Mr. Fioravanti and Mr. Hausman each bring extensive industry knowledge and unique perspectives that the Board believes will contribute to the oversight of our business strategy supporting long-term stockholder value creation. We did not employ a search firm or pay fees to any third-partiesin connection with seeking or evaluating Board nominee candidates.

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.

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 2026 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.

Proposal 1: Election of Directors

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 housing, real estate, finance, operations, sales, marketing, healthcare, 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 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 Board is currently considering certain governance enhancements related to director tenure. 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.

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 2024, all of our directors participated in director continuing education programs.

Plurality Voting for Contested Director Elections

Plurality Voting for Contested Director Elections

Given that Ortelius has notified the Company that it intends to nominate a control slate of six candidates to stand for election in opposition to the Company Nominees and seek control of the Board, the election of directors at this year's Annual Meeting is a "contested" election as defined in the Company's Bylaws. Accordingly, because there are more nominees than seats up for election, election of a director nominee pursuant to Proposal 1 will require a plurality of the votes cast with respect to that director nominee's election, meaning that the eight director nominees with the highest number of votes cast in person or by proxy at the Annual Meeting for their election will be elected to the Board for a one-yearterm. Broker non-votesand abstentions or withheld shares will have no effect on the outcome of the election of directors.

Proposal 1: Election of Directors

Director Nominees

Biographical information for the eight current directors nominated for election at the 2025 Annual Meeting is set forth below.

Director Nominees

Proposal 1: Election of Directors

Director Nominees

Proposal 1: Election of Directors

Background of the Solicitation

The summary below details the material events and communications between the Company, Ortelius, and certain other stockholders leading up to this solicitation.

On March 5, 2025, Ortelius delivered notice to the Company's headquarters of its intention to nominate six individuals, Steven J. Insoft, Paula J. Poskon, Frank J. Small, Ivona Smith, Steven L. Vick, and Lori B. Wittman (collectively, the "Ortelius Nominees"), to stand for election to the Board at the 2025 Annual Meeting. Ortelius also issued a press release announcing its director nominations and including an open letter to the Company's stockholders outlining Ortelius' views on the Company's historical performance and including a statement from Ortelius that incremental change - such as the replacement of two directors - would be insufficient (the "March 5 Press Release"). Notably, Ortelius did not express any intention to engage with the Company's management or Board. Rather, Ortelius ended the letter by stating they "look forward to earning [stockholder] support in the weeks and months to come."

Later on March 5, 2025, the Company issued a press release confirming receipt of Ortelius' director nominations. The Company also noted that it would review the proposed Ortelius Nominees in accordance with the Company's normal process and guidelines. Notably, no member of the Board or management in office as of this date, had heard from Ortelius in approximately two years prior to reading Ortelius' public letter or receiving Ortelius' notice of nomination.

On March 7, 2025, Jessica Hazel, Vice President - Investor Relations for the Company, contacted Peter DeSorcy of Ortelius by email to request a meeting between Mr. DeSorcy, Lucinda M. Baier, the Company's then current President and Chief Executive Officer, and Dawn L. Kussow, the Company's Executive Vice President and Chief Financial Officer, and Ms. Hazel. She provided availability for times on March 12 or 13, 2025.

Later on March 7, 2025, Mr. DeSorcy responded to Ms. Hazel that he was not available until the week of March 17, 2025, and he requested that independent directors from the Board of the Company join the call. Ms. Hazel confirmed she would follow-upwith the Company's availability.

On March 10, 2025, Ms. Hazel provided multiple times between March 17 and March 20 that representatives from the Company, including Ms. Warren, the Company's then current Non-ExecutiveChairman, and Mr. Wielansky, an independent director of the Board, would be available for a meeting.

On March 10, 2025, Mr. DeSorcy responded to Ms. Hazel that Ortelius was not available to meet with the Company until March 20, 2025.

On March 20, 2025, the window for stockholders to nominate directors in connection with the 2025 Annual Meeting under the Company's Bylaws closed.

On March 20, 2025, Mses. Warren, Baier, Kussow, and Hazel, and Mr. Wielansky met with Mr. DeSorcy of Ortelius by videoconference to discuss Ortelius' director nominations and its views with respect to the Company. The meeting lasted just 25 minutes. Mr. DeSorcy did not come prepared with any questions for the Company's representatives present at the meeting. When the Company's representatives asked Mr. DeSorcy questions regarding his strategy and views on the Company, Mr. DeSorcy repeatedly referred them to the March 5 Press Release. When asked whether the Company's representatives could help Mr. DeSorcy better understand the Company's strategy or public disclosures, Mr. DeSorcy declined the offer. The Company's representatives then asked Mr. DeSorcy if there was a path to avoiding a proxy contest. Mr. DeSorcy remarked that he was not interested in any settlement to avoid a proxy contest that added just one or two directors from his slate of nominees to the Board and was seeking substantial Board change. Mr. DeSorcy indicated that, as of the time of the meeting, he had not recently spoken with other stockholders of the Company, but nonetheless felt that stockholders were frustrated with the Company's performance and wanted substantial Board change. Before concluding the meeting, Ms. Warren noted that the Board and the Nominating and Corporate Governance Committee would like to interview the Ortelius Nominees as part of its normal review process for director candidates. Mr. DeSorcy indicated that the Company's legal advisor should contact Olshan Frome Wolosky LLP ("Olshan"), Ortelius' legal advisor, regarding the Company's request to interview the Ortelius Nominees.

Later on March 20, 2025, representatives of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden"), the Company's legal advisor, contacted representatives of Olshan for a call. During this call, Skadden expressed the Board's desire to interview all of the Ortelius Nominees and requested help from Olshan to schedule those interviews.

Background of the Solicitation

Olshan responded that interviews were premature unless Ortelius received assurances that the Board was prepared for substantial Board and strategic change. Skadden asked Olshan to provide more clarity on what Ortelius would be seeking from the Company relating to strategic change and whether Ortelius was open to a settlement that did not involve the replacement of a majority of the Board. Olshan indicated it would discuss these requests with Ortelius.

On March 21, 2025, Skadden emailed Olshan to see if Ortelius had anything more to share with the Company per their conversation the day before. Olshan responded that Ortelius did not have any further information to share.

On March 22, 2025, the Company mailed letters to each of the Ortelius Nominees requesting an interview to be scheduled with the Ortelius Nominee and attaching a copy of the Company's standard director questionnaire to be completed by the Ortelius Nominee. In addition, Ms. Baier drafted and mailed handwritten notes to each of the Ortelius Nominees offering to schedule a call with them so they could better understand the Company and the work that the Company's associates are doing to create value for stockholders. To date, none of the Ortelius Nominees has contacted the Company to schedule interviews, returned the director questionnaire, or responded to Ms. Baier's offer to learn more about the Company.

On April 1, 2025, Ortelius delivered to the Company and Skadden a demand to inspect certain stockholder list materials in order to communicate with stockholders (the "Ortelius Demand Letter").

On April 8, 2025, Skadden delivered a response letter to Olshan with respect to the Ortelius Demand Letter.

On April 9, 2025, Skadden sent to Olshan a non-disclosureagreement to protect the confidentiality of the materials to be provided under the Ortelius Demand Letter.

On April 9, 2025, Antipodes Partners Limited ("Antipodes"), a significant stockholder of the Company, published a letter to fellow stockholders and the Board calling on the Company to provide a strategic update and implement certain corporate governance initiatives, among other things. However, Antipodes stated its views that the Company's ability to capture future stockholder value would not require an overhaul of the Board.

On April 13, 2025, the Board and Ms. Baier mutually agreed that Ms. Baier's role serving as the Company's President and Chief Executive Officer and as a member of the Board would cease, effective as of April 13, 2025, and the Company and Ms. Baier entered into a separation agreement to that effect. In connection with Ms. Baier's departure, on April 13, 2025, the Board appointed Ms. Warren as Interim Chief Executive Officer, to serve until the appointment of a new Chief Executive Officer of the Company, and established an Office of the Chief Executive Officer (the "Office of the CEO") and delegated the powers and duties of the Chief Executive Officer of the Company to the Interim CEO and the Office of the CEO. The Board appointed Ms. Warren, Ms. Kussow, and Chad C. White, Executive Vice President, General Counsel and Secretary of the Company, to serve as members of the Office of the CEO. The Board also initiated a search for the Company's next Chief Executive Officer, led by a committee made up of the Chairman of the Board and three independent directors of the Board with the support of a nationally recognized executive search firm.

In addition, on April 13, 2025, the Board appointed Mr. Fioravanti to the Board to fill the vacancy created by Ms. Baier's resignation. Mr. Bumstead, a member of the Board, also informed the Board that he would not stand for re-electionat the Annual Meeting.

On April 14, 2025, the Company issued a press release announcing that effective April 13, 2025, the Board had effected the Chief Executive Officer transition described above, appointed Mr. Fioravanti as a new independent director and that Mr. Bumstead would not stand for re-election.In the press release, the Company also disclosed that the Board would review potential enhancements to corporate governance policies related to director tenure and evaluate revisions to the Company's performance-based long-term incentive awards program for executives. The Company also announced that, based on preliminary results, the Company's first quarter 2025 Adjusted EBITDA was expected to exceed both the Company's and analysts' consensus expectations, the Company expected to report positive Adjusted Free Cash Flow for the quarter, and the Company anticipated RevPAR would exceed its internal expectations (as each such term was defined therein).

Later on April 14, 2025, Deerfield Partners, L.P. ("Deerfield"), a significant stockholder of the Company, issued a press release stating "Our enthusiasm about Brookdale's future has never been greater and we support the Board's efforts to extend Brookdale's leadership in patient care and financial performance… We look forward to supporting Brookdale as it brings new talent and energy to the Board and executive team."

Also on April 14, 2025, the Company signed a non-disclosureagreement with Ortelius relating to the Ortelius Demand Letter.

Proposal 1: Election of Directors

On April 24, 2025, the Company issued a press release announcing that effective April 24, 2025, the Board had determined to temporarily increase its size to nine directors and add Joshua Hausman to the Board, with the Board returning to eight members as of the Annual Meeting. In the press release, the Company noted Mr. Hausman's extensive private market investment experience focused on the healthcare industry, including in facilities-based skilled nursing and behavioral health.

Later on April 24, 2025, Ortelius issued an open letter to stockholders detailing, for the first time, some of their ideas for unlocking value at the Company, including "monetizing certain underperforming owned properties, improving Brookdale's financials, reducing mortgage debt, eliminating the leased portfolio, unlocking the value of the real estate, reviewing strategic alternatives, installing a new management team and refreshing the Board." While Ortelius acknowledged the Company's decision to transition Ms. Baier and search for a new Chief Executive Officer in its press release, Ortelius did not disclose any intention to reduce its nomination of a control slate of six directors.

On April 25, 2025, Olshan reached out to Skadden requesting a call.

On April 26, 2025, Skadden had a call with Olshan. On this call, Olshan expressed Ortelius' desire to speak with Ms. Warren regarding the Board's vision for the Company and to see if a resolution was possible to avoid a proxy contest. Later that day, the Company scheduled a call for the following day between Ms. Warren, Mr. Wielansky, and Mr. DeSorcy.

On April 27, 2025, Ms. Warren, Mr. Wielansky, and Mr. DeSorcy had a video conference call. During the conference call, Mr. DeSorcy went into further detail regarding Ortelius' ideas to drive stockholder value that were described in Ortelius' public letter. Mr. DeSorcy also expressed Ortelius' openness to trying to avoid a proxy contest. Mr. DeSorcy did not make a specific proposal to the Company to avoid a proxy contest, but stated Ortelius would want to obtain Board representation. Mr. DeSorcy also noted that Ortelius would make the Ortelius Nominees available for interviews with the Board. Ms. Warren and Mr. Wielansky agreed to discuss the request with the full Board and revert back to Mr. DeSorcy.

On April 28, 2025, the Board had a meeting to discuss Ortelius' recent outreach and proposal to find a way to avoid a proxy contest, which Ortelius indicated would need to involve Ortelius receiving Board representation. The Board considered many factors in evaluating Ortelius' request for Board representation, including that members of the Board had received direct feedback from several of its largest stockholders that it appreciated the Board's decision to transition its Chief Executive Officer and search for a new Chief Executive Officer and did not believe further Board change was warranted following the recent appointments of Messrs. Hausman and Mr. Fioravanti to the Board, that Ortelius had refused to make its nominees available for interviews with the Board back in March when the Board was going through a careful process to select its slate of directors for election at the 2025 Annual Meeting, that the Company already had finalized its slate of director nominees for the 2025 Annual Meeting and planned to file its preliminary proxy statement in the coming days, and that the Company's Certificate of Incorporation limited the Board's size to 9 directors and the Board needed to keep a seat available for its new Chief Executive Officer once identified. Based on these factors, among others, the Board concluded that it was not in the best interest of all stockholders to offer Ortelius any Board representation at this time. However, the Board authorized Ms. Warren and Mr. Wielansky to propose to Ortelius that it would interview the Ortelius Nominees in connection with future openings on the Board, including at the 2026 annual meeting of stockholders.

On April 29, 2025, Ms. Warren and Mr. Wielansky had a call with Mr. DeSorcy to discuss a potential resolution to the proxy contest initiated by Ortelius. Mr. DeSorcy asked about the Board's position on a potential resolution, including whether it would include Board representation for Ortelius. Ms. Warren and Mr. Wielansky communicated the Board's position as discussed at the April 28 Board meeting. Mr. DeSorcy responded that he was not willing to resolve the proxy contest unless Ortelius was given representation on the Board as part of such resolution and suggested that the Company could replace certain members on the Board with Ortelius Nominees in light of size limitations. Ms. Warren and Mr. Wielansky reiterated the Company's desire to avoid a proxy contest and instead focus on moving the Company forward. However, as the conversation grew less constructive, the parties determined to end the call.

Later on April 29, 2025, the Company delivered notice to Ortelius by email and overnight mail of its intent to nominate and solicit proxies for the Company Nominees at the 2025 Annual Meeting in accordance with Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

On April 30, 2025, the Company filed its preliminary proxy statement.

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 President and 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, and Mace, Dr. Asher, and Messrs. Bumstead, Fioravanti, Hausman, and Wielansky, are "independent" under Section 303A.02 of the listing standards of the NYSE. Ms. Warren is not independent due to the fact that she is currently serving as our Interim Chief Executive Officer and as a member of the Office of CEO. In each case, the Board affirmatively determined that none of such individuals that were deemed independent had a material relationship with the Company. The Board also previously determined that each of Guy P. Sansone and Marcus E. Bromley, who served on our Board until the 2024 annual meeting of stockholders, satisfied the independence requirements of the NYSE listing standards. 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-Kthat 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. Until her resignation in April 2025, Ms. Baier was not independent due to her employment as our President and Chief Executive Officer. Ms. Warren was independent until her appointment to serve as our Interim Chief Executive Officer in April 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 until April 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 Interim Chief Executive Officer and Chairman of the Board. The Board is actively looking for a permanent Chief Executive Officer and will reassess its leadership structure at such time as a new Chief Executive Officer is identified. See discussion in the section titled "CEO Transition" of this proxy statement for more information on our CEO transition.

Corporate Governance

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. Annually, the Compensation Committee conducts a risk assessment of our compensation programs. The Board regularly receives reports from management regarding our risk exposures and monitors our risk management activities.

Committees of the Board

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-standingcommittee, 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 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 2024. The Chairman of the Board is invited to attend, and generally attends, the regularly scheduled meetings of the standing committees.

Corporate Governance

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

Non-EmployeeDirector Compensation Program

The table below sets forth the elements of the non-employeedirector compensation program. No changes were made to the non-employeedirector compensation program for 2024 compared to the prior year.

Each non-employeedirector 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-employeedirector 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-EmployeeDirector 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. If five or more of the Ortelius Nominees are elected to the Board, it would constitute a change in control for purposes of the Deferred Compensation Plan unless the Board "endorses" them in advance of their election.

Director Compensation

Compensation of Non-ExecutiveChairman of the Board

The Board appointed Ms. Warren as Non-ExecutiveChairman of the Board effective June 18, 2024. Ms. Warren's compensation arrangements include the compensation applicable generally to non-employeedirectors described above and an additional annual cash retainer of $100,000 for her service as Non-ExecutiveChairman, which was pro-ratedfor the first year. All cash amounts are payable as noted in the table above. Effective April 13, 2025, Ms. Warren became Interim Chief Executive Officer and is no longer the Non-ExecutiveChairman of the Board.

Director Stock Ownership Guidelines

The Board has adopted Stock Ownership Guidelines that require each of our non-employeedirectors to maintain ownership of our stock with a value of at least 5.0x the non-employeedirector's annual cash retainer for service on the Board, exclusive of any retainers for service as chairman of the Board or any of its committees and any cash meeting fees. Unvested equity awards do not generally count toward satisfaction of the guidelines. Stock ownership levels are required to be achieved by the fifth anniversary of the director's initial appointment or election to the Board. Until the expected ownership level is achieved, each director is expected to retain at least 50% of any shares obtained through our stock incentive plans. As of [●], 2025, each of our non-employeedirectors is in compliance with the guidelines.

Director Compensation for 2024

The following table sets forth the compensation awarded to, earned by, or paid to our directors for the year ended December 31, 2024, other than Ms. Baier whose compensation information is set forth under "Executive Compensation". Each of the directors included in the table served for the full-year 2024, except that Mses. Drayton and Mace joined the Board at the Company's 2024 annual meeting of stockholders held on June 18, 2024 as successors to former directors Marcus E. Bromley and Guy P. Sansone, whose terms expired at the 2024 annual meeting.

Current Executive Officers

The following table sets forth certain information concerning our executive officers as of [●], 2025. See "Director Nominees" above for biographical information for Ms. Warren.

George T. Hicksbecame our Executive Vice President - Finance in July 2006, and our Treasurer in January 2016. Prior to July 2006, Mr. Hicks served as Executive Vice President - Finance and Internal Audit, Secretary and Treasurer of American Retirement Corporation (ARC) since September 1993. He had served in various capacities for ARC's predecessors since 1985, including Chief Financial Officer from September 1993 to April 2003 and Vice President - Finance and Treasurer from November 1989 to September 1993. Mr. Hicks received a bachelor's degree with distinction in philosophy from Stanford University in 1979 and an M.B.A. in finance from the University of Tennessee in 1982. Mr. Hicks has notified the Company that he will be retiring on May 21, 2025.

H. Todd Kaestnerbecame our Executive Vice President - Corporate Development and President - CCRCs in August 2021. Prior to that, Mr. Kaestner served as our Executive Vice President - Asset Management and Division President - Entry Fee since June 2019 and Executive Vice President - Corporate Development since July 2006. Prior to joining Brookdale, Mr. Kaestner served as Executive Vice President - Corporate Development of American Retirement Corporation since September 1993 and served in various capacities for ARC's predecessors since 1985, including Vice President - Development from 1988 to 1993 and Chief Financial Officer from 1985 to 1988. Mr. Kaestner is an honors graduate of Vanderbilt University, where he studied economics, and holds an M.B.A. in finance and economics from University of Louisville. Mr. Kaestner also serves on the Tennessee Board of Regents.

Dawn L. Kussow joined Brookdale in March 2007 and has served as Brookdale's Executive Vice President and Chief Financial Officer since February 2023. Since April 2025, Ms. Kussow was also appointed to the Office of the CEO, until a permanent Chief Executive Officer is appointed by the Board. She also served as Brookdale's Interim Chief Financial Officer from August 2022 to October 2022. Ms. Kussow previously served as Senior Vice President and Chief Accounting Officer from January 2016 until January 2023, Vice President and Corporate Controller from February 2014 to January 2016, Senior Director of Financial Reporting from June 2009 until January 2014, and Director of Financial Reporting from March 2007 until May 2009. Ms. Kussow is a Certified Public Accountant. Before joining Brookdale, Ms. Kussow served as Director of Financial Reporting for AON Hewitt from 2005 until 2007 and practiced nine years at Deloitte & Touche, LLP, including an international assignment. She received a Bachelor of Science in Accounting from Marquette University. Ms. Kussow also serves as a member of the Finance Committee for the Betty Brinn Children's Museum.

Executive Officers

Ray M. Leisurejoined Brookdale in 2005 and has served as Division Vice President of Operations for the West Division since August 2024, after serving as Interim Division Vice President of Operations for the West Division from April 2024 to August 2024. Mr. Leisure previously served as a Regional Vice President of Operations from 2018 to April 2024, District Director of Operations from 2016 to 2018, and prior to that, as an Executive Director, Assistant Executive Director and Sales Director. Mr. Leisure received a bachelor's degree in hospitality management from Missouri State University. He also serves on the board of the Texas Assisted Living Association and the California Assisted Living Association.

Jaclyn C. Pritchettjoined Brookdale in 2016 and has served as Executive Vice President - Human Resources since March 2022. She previously served as Senior Vice President - Human Resources since January 2021, Senior Vice President - HR Field Operations and Talent Management from October 2020 until January 2021, Vice President of HR Field Operations from March 2019 until October 2020, and in other human resources management roles from 2016 to February 2019. Before joining Brookdale, Ms. Pritchett served as Senior Manager of Leadership Development at Bridgestone Americas. Ms. Pritchett received her Bachelor of Arts in Psychology from Auburn University, as well as a Master's degree in Industrial-Organizational Psychology from Middle Tennessee State University. She currently serves on the board of directors for New Frontiers.

Benjamin J. Riccijoined Brookdale in August 2013 and has served as Division Vice President of Operations for the East Division since July 2021. He previously served as our Senior Regional Vice President of Operations from 2013 until 2018. Before joining Brookdale, Mr. Ricci was a Regional Vice President of Operations for the New England Region with Horizon Bay. In 2011, he was part of Brookdale's acquisition of Horizon Bay and became the Regional Vice President of Operations for the Northeast Region. Mr. Ricci has more than 30 years of experience in the Senior Living industry. Mr. Ricci received a Bachelor of Science Degree in Business Administration from Providence College. Mr. Ricci has served as the Board Chair of the Rhode Island Assisted Living Association from 2009 to 2011. He has also served on the board of the Massachusetts Assisted Living Association since 2016.

Chad C. Whitejoined Brookdale in February 2007 and has served as our Executive Vice President since January 2018, our General Counsel since March 2017 and our Secretary since March 2013. Since April 2025, Mr. White was also appointed to the Office of the CEO, until a permanent Chief Executive Officer is appointed by the Board. He previously served as our Senior Vice President and General Counsel from March 2017 until January 2018, our Senior Vice President and Co-GeneralCounsel from July 2014 to March 2017, our Vice President and Co-GeneralCounsel from March 2013 to July 2014, and our Associate General Counsel and Assistant Secretary prior to that. Before joining Brookdale, Mr. White served in legal roles with Dollar General Corporation and Bass, Berry & Sims PLC. Mr. White received his law degree from the Vanderbilt University School of Law where he was elected to the Order of the Coif, and a Bachelor of Science in Mass Communication and Political Science from Middle Tennessee State University. He currently serves on the board of directors for Argentum.

CEO Transition

On April 13, 2025, Ms. Baier ceased serving as our President and Chief Executive Officer and as a member of the Board. In connection with Ms. Baier's departure, on April 13, 2025, the Board appointed Ms. Warren as Interim Chief Executive Officer. The Board initiated a search for the Company's next Chief Executive Officer. The search is being led by the CEO Search Committee comprised of Ms. Warren and three independent directors, Mses. Freed and Mace and Mr. Wielansky, with the support of a nationally recognized executive search firm.

The Board also established an Office of the CEO and delegated the powers and duties of the Chief Executive Officer of the Company to the Interim Chief Executive Officer and Office of the CEO. The Board appointed Ms. Warren, Ms. Kussow, and Mr. White to serve as members of the Office of the CEO, in each case, effective as of April 13, 2025. The Office of the CEO reports to the Board. Each of Ms. Kussow and Mr. White will remain in their current positions with the Company while carrying out their Office of the CEO responsibilities. The Office of the CEO will dissolve upon the appointment of a new Chief Executive Officer of the Company.

For a description of the arrangements for additional compensation for each of Mses. Warren and Kussow and Mr. White in connection with their additional roles described above, see "Compensation Discussion and Analysis-2025 Compensation Decisions" below.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains the key elements of our executive compensation program and compensation decisions regarding the following named executive officers (NEOs) for 2024:

Each of the named executive officers served in the roles indicated for the full-year 2024. Ms. Kussow and Mr. White were each appointed to serve as a member of the Office of the CEO effective April 13, 2025. Ms. Baier ceased serving as our President and Chief Executive Officer effective April 13, 2025. Mr. Hicks has notified the Company that he will be retiring on May 21, 2025.

Executive Compensation

2024 Target Total Direct Compensation Mix ⁽¹⁾

Compensation Discussion and Analysis

The Compensation Committee (the "Committee") intends to ensure market-competitive executive compensation opportunities through a program designed to:

In determining the appropriate level and mix of compensation for each executive officer, the Committee takes into account the officer's experience, scope of responsibility, individual performance, and retention risk; the Committee's independent consultant's market compensation studies; management input; internal equity; and other information as it deems necessary and appropriate. No pre-determinedweighting is assigned to any factor, and the emphasis placed on a specific factor may vary among executive officers, reflecting market practice, business needs, and retention and succession considerations at the time compensation decisions are made.

Executive Compensation

Our 2024 executive compensation program generally consisted of the following principal elements:

Compensation Discussion and Analysis

The Committee's process for determining executive compensation is outlined below, including the roles of the Committee, results of our annual say-on-payadvisory vote, the Committee's independent consultant, our management, and our compensation peer group.

Role of the Committee

The Committee, which is comprised solely of independent directors, is responsible for developing, reviewing annually, and administering our compensation program and plans applicable to our executive officers. The Committee meets regularly, typically at least four times per year, to approve all decisions regarding the compensation of our executive officers. Compensation decisions regarding our President and Chief Executive Officer are also approved by the independent members of the Board. The Committee reports on its actions to the full Board following each Committee meeting. In fulfilling its responsibilities with respect to executive compensation, the Committee reviews and approves:

Role of Say-on-Pay Vote

The Committee considers the results of our annual say-on-payadvisory vote and other feedback received from stockholders throughout the year when making executive compensation decisions. At our 2024 annual meeting of stockholders, approximately 96% of the votes cast on the say-on-payadvisory vote were in favor of our executive compensation program, which the Committee believes affirmed our stockholders' support of our executive compensation approach and provided assurance the program was reasonable and aligned with stockholder expectations. The Committee values the opinions expressed by stockholders and took this level of support into consideration when making decisions in 2025, and determined that no significant refinements were needed to our executive compensation program for 2025.

Role of Independent Compensation Consultant

As a best practice, the Committee periodically evaluates its selection of an independent compensation consultant. For 2024 executive compensation decisions, the Committee determined to continue to engage F.W. Cook & Co., Inc. (the "Consultant") as its independent compensation consultant. The Consultant reports directly to the Committee, which has the direct responsibility for appointment, compensation, and oversight of the work of the Consultant. From time to time at the request of the Committee, the Consultant provides recommendations regarding the design and framework of, and amounts awarded under, our executive compensation programs, recommends updates to our compensation peer group and conducts independent market compensation studies using that peer group and other published survey information, attends meetings of the Committee, and communicates with one or more members of the Committee outside of such meetings. For our 2024 compensation programs, the Consultant provided each of these services. The Committee conducted a specific review of its relationship with the Consultant and determined that the Consultant's work for the Committee did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Act of 2010 by the SEC and by the NYSE.

Executive Compensation

Role of Management

When making compensation decisions, the Committee considers input from our President and Chief Executive Officer and certain of our other executive officers. Such input generally includes providing information and analyses for review and advising the Committee concerning compensation decisions (other than when their own compensation is determined) and the design, framework, and performance objectives of our incentive-based compensation plans and awards. Our President and Chief Executive Officer provides compensation recommendations related to our other executive officers for the Committee's consideration.

Compensation Peer Group

Typically annually, the Committee reviews and approves a compensation peer group comprised of companies recommended by the Consultant. The compensation peer group data is then used by the Consultant when preparing independent market compensation studies for the Committee. The Committee generally uses such peer group data and the Consultant's studies:

The Committee, as advised by the Consultant, generally considered base salary and target annual cash compensation within a range of +/- 15%, and target total direct compensation within a range of +/- 20%, of median as reported in the Consultant's market compensation studies to be competitive. Median compensation rates are one of many factors the Committee considers when determining target pay opportunities for our executive officers. Other factors include the executive's qualifications, experience, and scope of responsibilities; recruiting considerations; internal pay parity; and Company and individual performance, among others.

For 2024 compensation decisions, the Consultant recommended updates to our peer group used for 2023 compensation decisions. The peer group used to inform 2024 target compensation opportunities included 18 companies in the health care facilities, healthcare services, healthcare REIT, hospitality, and restaurant industries. The Committee believes that inclusion of companies from these industries is reflective of the talent market for our business. The peer group companies chosen from the various industries are intended to be reasonably comparable to Brookdale in terms of their revenue, market capitalization, enterprise value, EBITDA, and/or number of employees. For 2024 compensation decisions, the Committee determined to remove LHC Group, Inc., due to its acquisition by another company, and to add Aveanna Healthcare Holdings Inc. and Surgery Partners, Inc. to more closely align the median levels of financial metrics and the geographic locations of the peers.

Compensation Discussion and Analysis

Summary of 2024 Compensation Program

Annual Compensation Decisions

When making annual executive compensation decisions in February 2024, the Committee considered the Consultant's market compensation study based on the peer group adopted by the Committee and, for certain roles, other published survey information, our 2024 business plan, performance objectives under our incentive plans, and the responsibilities and individual performance of each named executive officer.

Following conclusion of this review, the Committee found that Ms. Baier's target total direct compensation approximated the market median range, including the components of base salary, target long-term incentive opportunities, and target bonus percentage. The Committee determined that the target total direct compensation of Ms. Kussow was below the low end of the median range, that the target total direct compensation of Mr. White was within the market median range, and that the target total direct compensation of Mr. Hicks was above the high end of the market median range, while his base salary was within the market median range. Because Mr. Kaestner's role is somewhat different than any of the executive roles reflected by the market data, no external comparison was considered. In reviewing Mr. Kaestner's target total direct compensation, the Committee also took into account his scope of responsibilities and internal pay equity.

The Committee determined to increase Ms. Kussow's base salary by approximately 13% to better align with market-competitive rates. For the other named executive officers, the Committee determined to increase base salaries 2% to 3%. The Committee maintained target annual incentive awards as a percent of base salary for the named executive officers, other than for Ms. Kussow, whose target annual incentive opportunity was increased from 80% of base salary to 90% of base salary for 2024, to improve the competitiveness of her target annual cash compensation. For 2024 long-term incentive awards, the Committee awarded Ms. Baier and Mr. Hicks the same target grant values as they received in 2023, and increased the target grant values for Ms. Kussow and Messrs. White and Kaestner to be more competitive with the market data for their respective positions (except with respect to Mr. Kaestner), as well as to better reflect their individual contributions and importance to the organization. After giving effect to the changes noted above, the Committee determined that the target total direct compensation of each such named executive officer was in the market median range, except for Ms. Kussow who was still below the low end of the market median range and Mr. Hicks who was above the high end of the market median range.

The table below sets forth the annual compensation decisions with respect to the named executive officers. The table excludes the amounts reported in the All Other Compensation column of the Summary Compensation Table (generally employer matching on our 401(k) plan, employer-paid premiums on life and disability insurance and certain relocation expenses). Percentage changes from 2023 are based on the compensation arrangements in place as of December 31, 2023.

Executive Compensation

Annual Incentive Plan

The named executive officers were eligible to participate in our 2024 annual incentive plan adopted by the Committee in February 2024. The 2024 annual incentive plan continued to be based on company financial and strategic objectives weighted 70% and 30% of target, respectively, and all amounts earned were to be paid out following the end of 2024 but no later than March 15, 2025. Cash amounts payable under the plan were to be determined by the Committee following conclusion of fiscal 2024 based on our results relative to performance targets approved by the Committee. There were no guaranteed payout levels utilized, and the aggregate threshold and maximum payouts were 32.5% and 190%, respectively, of the target opportunity for Ms. Baier and were 25.0% and 200.0%, respectively, of the target opportunity for the other named executive officers.

For 2024, the financial objectives were our full-year 2024 consolidated portfolio RevPAR and our full-year Adjusted EBITDA, with the target levels of performance generally reflective of our 2024 budget approved by the Board.

The strategic objectives include retention of key community leadership at our consolidated comparable community portfolio, improvement in resident and family member satisfaction (as reflected by net promoter score (NPS) improvement), and for Ms. Baier, an ESG-relatedstrategic objective focused on our inclusion and diversity initiatives. Such ESG-relatedobjective measured our progress on offering the Brookdale EXPAND program to all communities and completing the program for a selected cohort of a minimum number of associates. The Brookdale EXPAND program is designed to help develop and prepare a cohort of high potential community leaders who have interest in future roles as executive directors of our communities, and is comprised of a six month program that includes community experiences, department/product line rotation, training sessions, leadership assessment, and a capstone.

Compensation Discussion and Analysis

The table below sets forth the performance objectives, weighting, performance targets, and our actual performance with respect to the 2024 annual incentive plan.

Executive Compensation

Long-Term Incentive Awards

For the 2024 executive officer compensation program, the Committee continued awarding all long-term incentive awards for named executive officers in the form of time- and performance-based RSUs. For the 2024 awards, the Committee used a 50/50 grant value mix of time- and performance-based full value awards.

The agreements associated with the 2024 long-term incentive awards for the named executive officers contain non-competition, non-solicitation, non-disparagement,and confidentiality covenants and set forth the treatment of such awards in connection with termination of employment and a change in control (as described below under "Potential Payments Upon Termination or Change in Control"). Consistent with the prior year, "double-trigger" acceleration of vesting applies in connection with a change in control. That is, vesting will only accelerate in connection with a change in control if either the awards are not assumed, continued, or substituted with an award relating to a publicly-traded security of the acquiror (or the Company) on the same terms and conditions that were applicable to the outstanding awards immediately prior to the change in control, or the participant experiences a qualifying termination within 12 months after the change in control.

Each RSU is payable in the form of one share of our common stock upon vesting. To the extent we declare cash or stock dividends on our shares of common stock, the RSUs awarded will accrue cash equivalents or shares to be paid only to the extent the underlying RSUs ultimately vest.

Awards of Time-Based RSUs. The awards of time-based RSUs granted in February 2024 are eligible to vest ratably in three annual installments beginning February 27, 2025, subject to continued employment.

Compensation Discussion and Analysis

Awards of Performance-Based RSUs. With respect to the awards of performance-based RSUs granted in February 2024, the awards are eligible to vest on February 27, 2027, subject to continued employment and achievement of performance objectives established by the Committee. The target award is divided into four equal tranches, three of which may be earned from 0% to 150% of the target number of performance-based RSUs based on year-over-year same community RevPAR growth for 2024, 2025, and 2026, respectively, and the fourth of which may be earned from 0% to 150% of the target number of performance-based RSUs based on the Company's compound annual TSR relative to the TSR of the constituent companies of the S&P Midcap 400 Index for the three-year period ending December 31, 2026. Achievement at the threshold, target, and maximum or above performance levels will result in vesting of 50%, 100%, and 150% of the RSUs in each tranche, respectively, with vesting percentages to be interpolated for performance between the levels specified in the table below. Performance below threshold results in no RSUs vesting for the tranche. The weighting, performance objectives, and performance targets for the performance-based RSUs are outlined below.

The following table provides the targeted award amounts of the 2024 time- and performance-based awards.

Executive Compensation

Compensation Discussion and Analysis

2024 Tranche Performance

In February 2025, the Committee determined that our 2024 year-over-year growth in same community RevPAR was 5.8%, corresponding to an achievement level below threshold for the 2024 tranche of the performance-based long-term incentive awards granted to the named executive officers in 2024. As a result, the named executive officers forfeited the full amount of the RSUs for the 2024 tranche as follows: Ms. Baier-99,364; Ms. Kussow-19,872; Mr. White-13,911; Mr. Kaestner-9,638; and Mr. Hicks-5,961.

Summary of Compensation Results

The table below sets forth the amount of compensation earned for 2024 by our named executive officers. The value of long-term incentive awards that vested in 2024 includes the value of RSUs that vested in 2024, valued based on the closing price per share of our stock on the applicable vesting dates, and the value of the first three tranches of performance-based cash long-term incentive awards granted in 2021. The table excludes the amounts reported in the All Other Compensation column of the Summary Compensation Table (generally employer matching on our 401(k) plan, employer-paid premiums on life and disability insurance, and certain relocation expenses).

Annual Incentive Plan Results

As described above, based on our actual results for the year, the Committee determined that we achieved between threshold and target-level performance for the RevPAR-based and Adjusted EBITDA-based financial objectives under our annual incentive plan.

For the strategic objectives under our annual incentive plan, the Committee determined that we achieved between the target-level and maximum performance for the key community leader retention performance measure, that we achieved between the threshold and target-level of performance for the NPS measure, and that, as it relates to Ms. Baier, we achieved the target level of performance for the ESG/diversity-related performance measure.

Executive Compensation

A summary of the achievement and payments to our named executive officers under the 2024 annual incentive plan is provided below. See "2024 Compensation Decisions-Annual Incentive Plan" above for the performance objectives and targets, and our actual performance, for each of the financial and strategic objectives.