Pritchett Jaclyn C 4

What Happened

• Jaclyn C. Pritchett, Executive Vice President — Human Resources at Brookdale Senior Living (BKD), received two grants of time‑based restricted stock units (RSUs) on February 12, 2026: 11,036 RSUs and 31,438 RSUs, for a total of 42,474 RSUs. Each unit was reported at $0.00 (no cash paid at grant).
• The filing also notes 16,554 performance‑based RSUs at target that were not reported as part of these grants on the Form 4; the actual number payable will depend on achieved performance and will be reported after the performance periods conclude. Each RSU is generally payable in one share of common stock upon vesting.

Key Details

• Transaction date: February 12, 2026. Reported price: $0.00 per RSU (award/grant).
• Vesting (time‑based awards): eligible to vest ratably in three annual installments beginning February 27, 2027, subject to continued employment (Footnote F1).
• Performance awards: 16,554 performance RSUs at target noted; payout subject to performance results and will be reported later. The Compensation Committee also determined achievement levels for prior performance‑based RSU tranches (Footnote F2), which may vest on Feb 27 of 2026, 2027, or 2028, subject to employment.
• Shares owned after transaction: not specified in the Form 4 filing.
• Filing timeliness: transaction date Feb 12, 2026; Form 4 filed Feb 17, 2026 — this appears later than the SEC’s typical two business‑day filing requirement.

Context

• These are equity compensation awards (RSUs), not open‑market purchases or sales. Time‑based RSUs convert to shares only upon vesting; performance RSUs depend on future performance metrics and may result in fewer or more shares than the target. Awards like this are compensation-related and do not, by themselves, indicate a buy/sell signal.