DEF 14A of Brookdale Senior Living Inc., Apr 30, 2026

DEF 14A of Brookdale Senior Living Inc.

Filed Apr 30, 2026 · FY20250001193125-26-197412

Open on EDGAR

  1. 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 2026 Annual Meeting of Stockholders to be held on Monday, June 22, 2026, and at any adjournment or postponement of the meeting (the “Annual Meeting” or the “2026 Annual Meeting”). Distribution of Proxy Materials On or about April 30, 2026, we expect to start mailing to holders of our common stock (other than those who previously requested electronic or paper delivery of proxy materials) a Notice of Internet Availability of Proxy Materials (“Notice”), which explains how to access the proxy materials online and to make the materials available on www.proxydocs.com/BKD. If you receive a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice tells you how to access and review the proxy materials online. The Notice also tells you how to submit your proxy via the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, follow the instructions in the Notice explaining how to request printed materials on a one-time or ongoing basis. Our proxy materials include the notice of the Annual Meeting, this proxy statement, and our 2025 Annual Report. Copies of these documents also are available on our website at brookdale.com/proxy. Except to the extent specifically incorporated herein, information contained or referenced on our website is not incorporated by reference into, and does not form a part of, this proxy statement. Stockholders Entitled to Vote Only stockholders of record at the close of business on April 24, 2026, 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 238,789,796 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,” “AGAINST” or “ABSTAIN” 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 a vote:

  2. Attending the Annual Meeting

    | C. Christian Winkle Independent Director Nominee | | | Age: 63 | Public Company Directorships: • Beazer Homes USA Inc. (2019 – current) • Regional Health Properties, Inc. (2025 – May 2026) | | Mr. Winkle brings more than 40 years of operational and executive leadership experience in the senior living and healthcare industries. He served as the Chief Executive Officer and a member of the Board of Directors of Sunrise Senior Living LLC, which operated senior living communities in the United States, Canada, and the United Kingdom, including Gracewell Healthcare communities, from April 2014 to January 2021. He was Chief Executive Officer of MedQuest, Inc., a leading operator of independent, fixed-site, outpatient diagnostic imaging centers in the United States from November 2005 to August 2013. Mr. Winkle also served as President and Chief Executive Officer of Mariner Health Care, Inc., which operated skilled nursing facilities, assisted living and long-term acute care hospitals from March 2000 to July 2005, and he previously was the Chief Operating Officer of Integrated Health Services, where he helped pioneer the sub-acute care sector and was responsible for all facility and ancillary service operations. Recently since 2022, Mr. Winkle has provided certain consulting and advisory services. He currently serves on the Board of Directors of Beazer Homes USA, Inc. where he serves as Chair of the Finance and Development Committee and a member of the Audit Committee and the Human Capital Committee. Since August 2025, he has also served on the Board of Directors of Regional Health Properties, Inc. where he serves as Chair of the Strategic Planning Committee and a member of the Corporate Governance & Nominating Committee and the Compensation Committee. He has provided notice to Regional Health that he intends to resign from its Board effective May 31, 2026. He has served as a member of the Board of Directors of Direct Supply, Inc. since May 2021. He is a former member of the Argentum and American Seniors Housing Association (ASHA) boards. Mr. Winkle received his Bachelor of Science degree from Case Western Reserve University. | | | The Board’s decision to nominate Mr. Winkle to serve as a director was based on Mr. Winkle’s years of operations experience in senior living along with his extensive executive leadership experience in the healthcare industry. | |

  3. Attending the Annual Meeting

    | Denise W. Warren Non-Executive Chairman | | Nikolas W. Stengle Director and Chief Executive Officer | | Director Since: October 2018 Age: 64 | Public Company Directorships: • TruBridge, Inc. (f/k/a Computer Programs and Systems, Inc.) (2017 – 2024) | Director Since: October 2025 Age: 49 | | Ms. Warren brings more than 30 years of operational, financial, and healthcare experience. She served as Brookdale’s Interim Chief Executive Officer, Chairman, and a member of the Office of CEO from April 2025 to October 2025 until a permanent Chief Executive Officer was appointed by the Board, after having served as the Non-Executive Chairman since June 2024. She resumed her appointment as Non-Executive Chairman in October 2025. In addition, she served as Executive Vice President and Chief Operating Officer of WakeMed Health & Hospitals from October 2015 through December 2020, where she was responsible for the strategic, financial, and operational performance of the organization’s network of facilities in the North Carolina Research Triangle area. Prior to that, from 2005 to September 2015, Ms. Warren served as Chief Financial Officer of Capella Healthcare, Inc., an owner and operator of general acute-care hospitals, as well as its Executive Vice President since January 2014, and as its Senior Vice President prior to that. Before joining Capella, she served as Senior Vice President and Chief Financial Officer of Gaylord Entertainment Company from 2000 to 2001, as Senior Equity Analyst and Research Director for Avondale Partners LLC and as Senior Equity Analyst for Merrill Lynch & Co. Until November 2024, she served on the Board of Directors of TruBridge, Inc. (formerly known as Computer Programs and Systems, Inc.), where she served as Chair of the Audit Committee and the Compensation Committee. She also currently serves on the Board of Directors of Straive. Ms. Warren is National Association of Corporate Directors (NACD) Directorship Certified(TM) and received a Corporate Directors Certificate from Harvard Business School. Ms. Warren earned a B.S. degree in Economics from Southern Methodist University and an M.B.A. from Harvard University. | | Mr. Stengle brings more than 20 years of leadership and operations experience in the senior living, healthcare, and hospitality industries. He joined Brookdale in October 2025 as Chief Executive Officer and a member of the Board of Directors. He previously served as President and Chief Operating Officer at Gentiva since August 2022. He also served as Executive Vice President and Chief Operating Officer for Kindred at Home, a predecessor to Gentiva, from January 2020 to August 2021. In addition, from August 2021 to August 2022, Mr. Stengle served as Executive Vice President and Chief Operating Officer for Sunrise Senior Living LLC. Prior to 2020, he served as a member of the portfolio operations team for TPG Capital. He also previously served as Senior Vice President of Operations for HMSHost International, as Vice President of Global Operations for Marriott International, and as project leader for the Boston Consulting Group. Mr. Stengle served 11 years in the United States Air Force, holding multiple positions during his service, including as a Top Gun Instructor Pilot, Combat Fighter Pilot, Flight Commander, and Deputy Director of Operations after graduating from the U.S. Air Force Academy with academic and military honors. Mr. Stengle earned an M.B.A. from Touro University. | | The Board’s decision to nominate Ms. Warren to serve as a director was based on Ms. Warren’s extensive executive, financial, and operational experience in the healthcare and other industries. | | The Board’s decision to nominate Mr. Stengle to serve as a director was based on Mr. Stengle’s deep understanding of the senior living, healthcare, and hospitality industries with extensive leadership and operations experience. |

  4. Attending the Annual Meeting

    | Claudia N. Drayton Independent Director | | Mark Fioravanti Independent Director | | | Director Since: June 2024 Age: 58 | Brookdale Board Committees: • Audit (Chair) Public Company Directorships: • 3D Systems Inc. (2021 – current) | Director Since: April 2025 Age: 64 | Brookdale Board Committees: • Audit • Compensation Public Company Directorships: • Ryman Hospitality Properties, Inc. (f/k/a Gaylord Entertainment Company) (2022 – current) | | Ms. Drayton brings more than 20 years of operational and financial experience in healthcare and biotech companies. Currently, she serves on the board of 3D Systems Inc. (NYSE: DDD) where she is the Chair of the Audit Committee and a member of the Compensation Committee. Most recently, she served as the Chief Financial Officer of Quantum-Si Incorporated, a publicly-traded life-sciences company focused on protein sequencing and genomics for the healthcare industry. She held this role from April 2021 until June 2023, and during her tenure she oversaw the company’s successful transition to a publicly traded company. Prior to that Ms. Drayton served as the Chief Financial Officer of Nuwellis, Inc., a publicly-traded medical device company focusing on commercializing ultrafiltration technology for patients with heart failure. Before joining Nuwellis, she spent 15 years at Medtronic, a global leader in medical devices, where she held leadership positions of increasing responsibility in the finance organization. These included Chief Financial Officer for both the Peripheral Vascular and the Integrated Health Solutions business units. Ms. Drayton is NACD Directorship Certified(TM). She began her career at Arthur Andersen LLP where she was an audit manager. Ms. Drayton received a B.B.A in Accounting from the University of Mary Hardin-Baylor and an M.B.A. from the University of Minnesota’s Carlson School of Management. | | Mr. Fioravanti has more than 35 years’ experience in hospitality and real estate and is a 23-year veteran of Ryman Hospitality Properties, Inc. (formerly Gaylord Entertainment) (RHP). Mr. Fioravanti is currently President, Chief Executive Officer, and a member of the Board of Directors of RHP. In his role, Mr. Fioravanti is responsible for all facets of the company, including its portfolio of destination convention resorts and its owned and operated entertainment division, Opry Entertainment Group (OEG). Mr. Fioravanti was appointed CEO on January 1, 2023, after serving as President and Chief Financial Officer since 2015. Prior to 2015, he served in various senior positions for RHP, including Executive Vice President and Chief Financial Officer, Senior Vice President of Finance and Treasurer, Division President of ResortQuest International, and Senior Vice President of Sales and Marketing. He serves on the board of the Nashville Area Chamber of Commerce, Nashville Convention and Visitors Corp., and NAREIT’s Advisory Board of Governors, and is a member of the Tennessee Business Leadership Council. Mr. Fioravanti holds an M.B.A. from the University of Tennessee and a B.S. in Landscape Architecture from The Ohio State University. | | | The Board’s decision to nominate Ms. Drayton to serve as a director was based on Ms. Drayton’s extensive financial background and experience in the healthcare and other industries, along with her public company board experience. | | The Board’s decision to nominate Mr. Fioravanti to serve as a director was based on Mr. Fioravanti’s extensive executive-level leadership and experience in the hospitality industry, as well as his real estate and sales and marketing experience. | |

  5. Attending the Annual Meeting

    | Victoria L. Freed Independent Director | | Joshua Hausman Independent Director | | | Director Since: October 2019 Age: 69 | Brookdale Board Committees: • Nominating and Corporate Governance (Chair) Public Company Directorships: • ILG, Inc. (f/k/a Interval Leisure Group, Inc.) (2012 – 2018) | Director Since: April 2025 Age: 50 | Brookdale Board Committees: • Investment • Nominating and Corporate Governance Public Company Directorships: • Genesis Healthcare, Inc. (2015 – 2016) | | Ms. Freed brings more than 25 years of executive leadership in the areas of sales, customer service, and marketing, and has earned numerous awards for outstanding achievement in sales and marketing during her career. Ms. Freed is Senior Vice President of Sales, Trade Support and Service for Royal Caribbean International, having served in that role since 2008, where she oversees the largest sales team in the cruise line industry and also manages the company’s consumer outreach, reservations, group sales, and customer service functions. Prior to her service with Royal Caribbean, Ms. Freed worked for 29 years with Carnival Cruise Lines, where she served as Senior Vice President of Sales and Marketing during the last 15 years of her tenure. She is a trustee of the United Way of Miami-Dade County and serves as a member of the board of Jewish Adoption and Foster Care Options (JAFCO). Ms. Freed earned a bachelor’s degree in business with an emphasis in marketing from the University of Colorado. | | Mr. Hausman has more than 20 years of private market investment experience focused on the healthcare industry, including in facilities-based and senior care services companies that provide personal care, medical, and behavioral health services to vulnerable populations. Mr. Hausman spent two decades with Onex Corporation, from 2004 to February 2025, and served as Managing Director for Onex Partners, the upper-middle market private equity platform of Onex Corporation, from 2013 until his departure. He led Onex Partners’ North American healthcare investment activities, including advising portfolio company management teams and evaluating growth and operating efficiency opportunities. Prior to Onex Corporation, Mr. Hausman was an Associate in the Healthcare Investment Banking group at Banc of America Securities, where he provided capital raising and advisory services to healthcare companies. Since April 2025, Mr. Hausman has been Managing Partner at MHJ Capital Partners. Currently, he serves on the Board of Directors of Newport Healthcare and SCP Health. He has previously held board positions at privately owned and publicly traded healthcare services companies, including BrightSpring Health Services, Genesis HealthCare, Inc., and the Center for Diagnostic Imaging. He holds an A.B. in Economics (cum laude) from Harvard College. | | | The Board’s decision to nominate Ms. Freed to serve as a director was based on Ms. Freed’s decades of executive leadership in sales, customer service, and marketing in the hospitality industry. | | The Board’s decision to nominate Mr. Hausman to serve as a director was based on Mr. Hausman’s deep experience in private market investments focused on the healthcare industry, including his involvement with facilities-based, senior care, and behavioral health companies, and his experience in investing, capital markets, and corporate finance. | |

  6. Attending the Annual Meeting

    | Elizabeth B. Mace Independent Director | | Lee S. Wielansky Independent Director | | | Director Since: June 2024 Age: 69 | Brookdale Board Committees: • Investment • Nominating and Corporate Governance | Director Since: April 2015 Age: 74 | Brookdale Board Committees: • Compensation • Investment (Chair) Public Company Directorships: • Acadia Realty Trust (2000 – current) • Isle of Capri Casinos, Inc. (2007 – 2017) • Pulaski Financial Corp. (2005 – 2016) | | Ms. Mace has more than 30 years of experience in research, economics, and market analysis. Most recently, she served as the Chief Economist and Director of Research and Analytics at the National Investment Center for Seniors Housing & Care (NIC) from 2014 to June 2023. Prior to serving on NIC’s leadership team, she served on the NIC Board of Directors and chaired its Research Committee. She has also previously served as a director at AEW Capital Management and worked in the AEW Research Group for 17 years. Before AEW, she also spent 10 years at Standard & Poor’s DRI/McGraw-Hill as director of its Regional Information Service. Ms. Mace also worked as a regional economist at Crocker Bank, and for the National Commission on Air Quality, the Brookings Institute, and Boston Edison. She was formerly a member of the Institutional Real Estate Americas Editorial Board. In 2020, Ms. Mace was inducted into the McKnight’s Women of Distinction Hall of Honor. In 2014, she was appointed a fellow at the Homer Hoyt Institute and was awarded the title of a “Woman of Influence” in commercial real estate by Real Estate Forum Magazine and Globe Street. In addition, in 2025, she was inducted into the Senior Living Hall of Fame by the American Seniors Housing Association. Ms. Mace is NACD Directorship Certified(TM). She received a bachelor’s degree from the Mount Holyoke College and a Master’s of Science in Applied Economics from the University of California. She also earned a Certified Business Economist(TM) designation from the National Association of Business Economists. | | Mr. Wielansky has more than 40 years of commercial real estate investment, management, and development experience. He currently serves as Chairman and CEO of Opportunistic Equities, which specializes in low income housing. He has also served as Chairman and CEO of Midland Development Group, Inc., which he re-started in 2003 and focused on the development of retail properties in the mid-west and southeast. Prior to Midland, he served as President and CEO of JDN Development Company, Inc. and as a director of JDN Realty Corporation. Before joining JDN, he served as Managing Director – Investments of Regency Centers Corporation, which in 1998 acquired Midland Development Group, a retail properties development company co-founded by Mr. Wielansky in 1983. Mr. Wielansky served as the Company’s Non-Executive Chairman of the Board from February 2018 through December 2019. He also serves as Lead Trustee of Acadia Realty Trust and served as a director of Isle of Capri Casinos, Inc. from 2007 to 2017 and Pulaski Financial Corp. from 2005 to 2016. He also serves as a member of the Board of Clayco Construction Company. Mr. Wielansky received a bachelor’s degree in Business Administration, with a major in Real Estate and Finance, from the University of Missouri – Columbia, where he is currently a member of the Strategic Development Board of the College of Business. He also serves on the Board of Directors of The Foundation for Barnes-Jewish Hospital and on the Finance Committee of both The Foundation and the Barnes-Jewish Hospital. | | | The Board’s decision to nominate Ms. Mace to serve as a director was based on Ms. Mace’s economic, research, analysis, and real estate investment experience, as well as her knowledge of the senior housing industry through her work at AEW and her service with NIC. | | The Board’s decision to nominate Mr. Wielansky to serve as a director was based on Mr. Wielansky’s real estate investment, management, and development experience, as well as his service as a director of several public companies. | |

  7. Attending the Annual Meeting

    | Jordan R. Asher, MD Independent Director | | | Director Since: February 2020 Age: 61 | Brookdale Board Committees: • Compensation (Chair) • Audit | | Dr. Asher brings more than 20 years of expertise and a history of success in large matrixed, mission-based, national healthcare systems. From 2023 to May 2025, he served as Executive Vice President and Chief Clinical Officer of Sentara Healthcare, a large integrated delivery health system including a clinically integrated network and insurance company serving Virginia and North Carolina, where he had a wide range of responsibilities, including creating high quality, equitable, and innovative models of care delivery as well as providing national thought leadership directed towards the future of health care. From 2018 to 2023, he served as the Chief Physician Executive and Senior Vice President of Sentara. Prior to Sentara, Dr. Asher served in several executive roles with Ascension since 2006, including Chief Clinical Officer of its Ascension Care Management subsidiary from 2016 to 2018 with responsibility for network development and population and risk management, Chief Clinical Officer and Chief Innovation Officer of Ascension’s MissionPoint Health Partners subsidiary from 2015 to 2016, and Chief Medical Officer and Chief Integration Officer of MissionPoint Health Partners from 2011 to 2015. Dr. Asher earned a B.S. in Biology from Emory University, an M.D. from Vanderbilt University School of Medicine, and an M.S. in Medical Management from the University of Texas at Dallas and Southwestern Medical Center. | |

  8. Committees of the Board

    | Director Compensation |

  9. Committees of the Board

    | Cash Fees | 2025 | Changes for 2026 | Description | | Annual Retainer | $100,000 | $110,000 | Cash retainers are payable quarterly in arrears and are pro-rated for service less than the full year. For 2025, cash meeting fees were paid only if a director’s attendance exceeded six Board meetings or eight committee meetings per year and were payable quarterly in arrears. For 2026, cash meeting fees will be paid only if a director’s attendance exceeds eight Board meetings or eight committee meetings per year and will be payable quarterly in arrears. Each director has the opportunity to elect to receive either immediately vested shares in lieu of up to 50%, or RSUs in lieu of up to 100%, of quarterly cash compensation, as described below. | | Annual Committee Chair Retainers: | | | | | Audit | $20,000 | No change | | | Compensation, NCG & Investment | $15,000 | No change | | | Meeting Attendance Fees: | | | | | Per Board Meeting | $3,000 | No change | | | Per Committee Meeting (Members Only) | $2,000 | No change | | | Equity Awards | | | | | Annual Grant of Immediately Vested Stock under 2024 Omnibus Incentive Plan | $160,000 | $170,000 (applicable to awards to be granted in 2027 for 2026 service) | Typically granted in February each year for service in the prior year and pro-rated for service less than the full year. Directors may elect to receive RSUs (as described below) in lieu of the immediately vested shares. If a director retires prior to the annual grant date or concludes his or her service at the expiration of his or her term of office, a pro-rata cash amount will be payable to the director at the time of retirement or expiration in lieu of the annual grant of immediately vested shares, in recognition of the partial year of service. | | Initial Grant of Restricted Shares under 2024 Omnibus Incentive Plan | $100,000 | No change | Granted to each new non-employee director upon joining the Board and generally will be eligible to vest on the first anniversary of the director’s appointment to the Board, subject to the director’s continued service. |

  10. Committees of the Board

    Each non-employee director has the opportunity to elect to receive either immediately vested shares (issued pursuant to the Director Stock Purchase Plan) in lieu of up to 50% 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-employee director 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-Employee Director 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.

  11. Compensation of Non-Executive Chairman of the Board

    | Name | Fees Earned or Paid in Cash | Stock Awards (1)(2) | All Other Compensation | Total | | Jordan R. Asher | $132,092 | $159,998(3) | $– | $292,090 | | Frank M. Bumstead | $145,102(4) | $159,998(3) | $– | $305,100 | | Claudia N. Drayton | $134,000 | $86,122(3) | $– | $220,122 | | Mark Fioravanti | $78,703 | $100,002(5) | $– | $178,705 | | Victoria L. Freed | $141,000 | $159,998(3) | $– | $300,998 | | Joshua Hausman | $68,681 | $99,998(5) | $– | $168,679 | | Elizabeth B. Mace | $130,000 | $86,122(3) | $– | $216,122 | | Lee S. Wielansky | $182,000(6) | $159,998(3) | $– | $341,998 |

  12. Executive Transitions in 2025

    Executive Transitions in 2025 During 2025, we made several changes to our key leadership and introduced a new operating structure to a more regional model, which resulted in the elimination of the East and West Divisions of the Company. Changes in 2025 included the following:

  13. Executive Transitions in 2025

    | • | Effective April 13, 2025, Ms. Baier ceased serving as President and Chief Executive Officer. See “Payments in Connection with Certain Departures” below for a summary of payments made in connection with the departure of Ms. Baier. |

  14. Executive Transitions in 2025

    | • | Ms. Warren was appointed Chairman and Interim Chief Executive Officer, and Mses. Warren and Kussow and Mr. White were each appointed as members of the Office of the CEO. Each of Mses. Warren and Kussow and Mr. White served in these roles until the appointment of Mr. Stengle as Chief Executive Officer on October 6, 2025. |

  15. Executive Transitions in 2025

    | • | On October 1, 2025, the Board appointed Mr. Stengle as Chief Executive Officer and member of the Board effective October 6, 2025, following an extensive search led by the CEO Search Committee of the Board with the assistance of Spencer Stuart. |

  16. Executive Transitions in 2025

    | • | As part of the organizational restructuring, Mr. Kaestner ceased serving as Executive Vice President – Corporate Development and President – CCRCs effective September 30, 2025. See “Payments in Connection with Certain Departures” below for a summary of payments made in connection with the departure of Mr. Kaestner. Mr. Ricci served as Division Vice President – East through 2025 to assist with the transition to the regional operating structure, and he was appointed as Vice President – Operations Integration effective January 1, 2026. Mr. Ricci has also notified the Company that he will be retiring on September 30, 2026. |

  17. Executive Transitions in 2025

    | 26 | |

  18. Executive Transitions in 2025

    Table of Contents to Compensation Discussion and Analysis

  19. Executive Transitions in 2025

    | Executive Compensation Program Highlights | 27 | | Compensation Philosophy | 28 | | Principal Elements of Compensation | 29 | | Process for Determining Executive Compensation | 30 | | 2025 Compensation Decisions | 32 | | 2025 Compensation Results | 40 | | Status of Outstanding Performance-Based Awards Granted Prior to 2025 | 42 | | Other Compensation Policies | 48 | | Employments Agreements and Severance Policies Applicable to Named Executive Officers | 50 | | 2026 Compensation Decisions | 52 |

  20. Executive Transitions in 2025

    Executive Compensation Program Highlights

  21. What We Do

    What We Do Pay for Performance A significant portion of our NEOs’ target direct compensation is awarded in the form of variable, at-risk compensation based on company performance. Clawback Policy Clawback policy provides for the mandatory recovery of erroneously awarded performance-based compensation paid as a result of any financial restatement consistent with the requirements of the NYSE. Caps on Annual Incentive Payouts Payouts under our annual cash incentive plan are capped. Annual Say on Pay “Say-on-pay” advisory vote conducted annually to solicit stockholders’ views on our executive compensation programs. Robust Stock Ownership Guidelines Ownership guidelines require our CEO, CFO, and other continuing named executive officers to hold stock valued at 5x, 4x, and 3x base salary, respectively. Annual Risk Assessment The Committee conducts a compensation program risk assessment annually.

  22. What We Do NOT Do

    What We Do NOT Do No Above Median Benchmarking The Committee generally aims to provide target total direct compensation for NEOs that is within or below the market median range identified in the independent compensation consultant’s market study. No Defined Benefit Plans/SERPs We do not sponsor any defined benefit pension or supplemental executive retirement plans (SERPs). No Tax Gross Ups Tax gross-ups are not provided except in the limited circumstance of certain relocation expenses. No Excessive Perquisites Minimal perquisites are provided, other than certain relocation expenses. No Guaranteed Incentive Compensation Our annual incentive plan and performance-based long-term incentive awards do not have minimum guaranteed payout levels–this compensation is “at risk.” No Pledging or Hedging Our insider trading policy prohibits all our directors and executive officers from pledging or hedging Brookdale stock. No Stock Options We have never granted stock options.

  23. What We Do NOT Do

    | • | align our executives’ long-term interests with those of our stockholders; and |

  24. What We Do NOT Do

    | Element | Form | Description | Link to Stockholder Value | | Base Salary | Cash | Amount intended to reflect the level and scope of responsibility, experience, and skills of an executive, the individual performance of the executive, retention risks, and competitive market practices. | Assists us in attracting, and encourages retention of, key executives through an amount of fixed income paid throughout the year. | | Annual Incentive Plan (1) | Cash | Opportunity is at-risk with no guaranteed payout. For 2025, level of payout tied to achievement of financial objectives (revenue per available unit (“RevPAR”) and Adjusted EBITDA) and strategic objectives (key community leadership retention and resident/family satisfaction) as approved by the Committee. RevPAR is a key performance metric that reflects the impact of both occupancy and rate. | Focuses executives on taking steps necessary to meet expectations set forth in the annual budget and business plan, including for 2025 driving RevPAR and Adjusted EBITDA growth; attracting, engaging, developing, and retaining the best associates; and driving resident satisfaction, which the Committee believes will in turn drive longer-term performance results. | | Long- Term Incentive Awards (2) | 50%–Time-Based RSUs | Eligible to vest ratably in three annual installments beginning approximately one year following the grant date, subject to continued employment. | Promotes retention, stock ownership, and alignment of executives’ long-term interests with those of our stockholders. | | | 50%–Performance-Based RSUs | Opportunity is at-risk with no guaranteed vesting. The 2025 award is eligible to vest in February 2028 based on year-over-year same community RevPAR growth for 2025, 2026, and 2027, and our 3-year relative total stockholder return (“TSR”) performance. RevPAR is a key performance metric that reflects the impact of both occupancy and rate. | Encourages executives to focus on initiatives that drive growth, including increasing occupancy while maintaining rate discipline, and increasing the market value of our common stock. |

  25. What We Do NOT Do

    | (1) See “2025 Compensation Decisions—Annual Incentive Plan” below for additional information regarding objectives for Mr. Ricci. |

  26. What We Do NOT Do

    | (2) Mr. Stengle was granted long-term incentive awards with a 40/60 grant value mix of time- and performance-based RSUs in October 2025 in connection with his appointment as Chief Executive Officer. See “2025 Compensation Decisions—Long-Term Incentive Awards—CEO Long-Term Incentive Awards” below for additional information on his awards. Mr. Ricci was granted long-term incentive awards with a 75/25 grant value mix of time- and performance-based RSUs in February 2025 consistent with other executives at his level. |

  27. What We Do NOT Do

    | • | Updates to our compensation peer group; |

  28. What We Do NOT Do

    | • | Any employment agreements or severance arrangements with our executive officers; |

  29. What We Do NOT Do

    Role of Say-on-Pay Vote The Committee considers the results of our annual say-on-pay advisory vote and other feedback received from stockholders throughout the year when making executive compensation decisions. At our 2025 annual meeting of stockholders, approximately 87% of the votes cast on the say-on-pay advisory vote were in favor of our executive compensation program, which while slightly lower than previous years, the Committee believes still generally affirms 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 2026. Following further engagement with stockholders and the Committee’s independent consultant, the Committee made the changes summarized in “2026 Compensation Decisions” below. Role of Independent Compensation Consultant As a best practice, the Committee periodically evaluates its selection of an independent compensation consultant. For 2025 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 2025 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.

  30. What We Do NOT Do

    Role of Management When making compensation decisions, the Committee considers input from our 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 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:

  31. What We Do NOT Do

    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. The peer group used to inform 2025 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 2025 compensation decisions, the Consultant recommended no updates to our prior-year compensation peer group, which is set forth below.

  32. What We Do NOT Do

    | | 2025 Peer Group | | | Acadia Healthcare Company, Inc. | Community Health Systems, Inc. | Select Medical Holdings Corporation | | Amedisys, Inc. | Encompass Health Corporation | Surgery Partners, Inc. | | Aveanna Healthcare Holdings Inc. | Hyatt Hotels Corporation | The Ensign Group, Inc. | | Bloomin’ Brands, Inc. | National Healthcare Corporation | Universal Health Services, Inc. | | Brinker International, Inc. | Pediatrix Medical Group, Inc. | Welltower Inc. | | Chemed Corporation | Quest Diagnostics Incorporated | Wyndham Hotels & Resorts, Inc. |

  33. Annual Compensation Decisions

    | | 2025 Base Salary | Change v. 2024 | 2025 Target Annual Incentive Opportunity | Change v. 2024 | 2025 Grant Value of Long-Term Incentive Awards (1) | Change v. 2024 (1) | 2025 Target Total Direct Compensation | Change v. 2024 | | Ms. Kussow | $630,000 | 5% | 100% | 11% | $1,400,002 | 40% | $2,660,002 | 24% | | Mr. White | $495,000 | 2% | 80% | –% | $715,003 | 2% | $1,606,003 | 2% | | Ms. Pritchett | $343,000 | 1% | 70% | –% | $245,001 | 7% | $828,101 | 3% | | Mr. Ricci | $385,000 | –% | 70% | –% | $250,000 | (14)%(2) | $904,500 | (4)% | | Mr. Kaestner | $465,000 | 1% | 80% | –% | $515,003 | 6% | $1,352,003 | 3% | | Ms. Baier | $1,020,000 | –% | 137% | –% | $5,000,002 | –% | $7,417,402 | –% |

  34. Annual Compensation Decisions

    | (1) The dollar amount of the long-term incentive awards, and the percentage change versus 2024, is based on the grant value of such awards (i.e., the number of RSUs granted at target performance, multiplied by the stock price on the date of grant). The values for the long-term incentive awards above differ from the values shown in the Summary Compensation Table and Grants of Plan-Based Awards Table because the values presented in the tables below are computed in accordance with ASC 718. |

  35. Annual Compensation Decisions

    | (2) Mr. Ricci received a one-time increase of the value of his long-term incentive awards in 2024 to $290,000. In 2025, the value reverted to $250,000. |

  36. Compensation Arrangements for Mr. Stengle

    Compensation Arrangements for Mr. Stengle On October 1, 2025, the Board appointed Mr. Stengle as Chief Executive Officer effective October 6, 2025. In connection with this appointment, the Committee considered the Consultant’s market compensation study based on the peer group adopted by the Committee, our 2025 business plan, performance objectives under our incentive plans, and the responsibilities and individual experience of Mr. Stengle. The Committee recommended, and the Board approved, the following compensation arrangements for Mr. Stengle for 2025: (i) an annual base salary of $950,000 per year; (ii) eligibility to participate in the Company’s annual cash incentive program generally applicable to members of management, with the target cash bonus reflecting 140% of his base salary paid during the calendar year; (iii) a cash sign-on bonus of $370,000 to be paid in January 2026; and (iv) eligibility to receive annual long-term incentive awards under the Company’s 2024 Omnibus Incentive Plan with an aggregate target grant value of $4,650,000 in 2026, with a 40/60 grant value mix of time- and performance-based RSUs. His base salary will be reviewed annually, with the first annual review to occur effective as of January 1, 2027. Mr. Stengle is also eligible to receive assistance with relocation to the Nashville, Tennessee area and other customary benefits. Mr. Stengle has agreed to reimburse us 100% of the relocation benefits provided to him if he voluntarily terminates his employment prior to the first anniversary of his start date and 50% if he leaves prior to the second anniversary of his start date. He also has agreed to reimburse us for the $370,000 sign on bonus if he voluntarily terminates his employment prior to the first anniversary of his start date. See “2025 Compensation Decisions—Long Term Incentive Awards” below for further information on certain prorated and inducement long-term incentive awards granted to Mr. Stengle in October 2025. See also “Employment Agreements and Severance Policies Applicable to Named Executive Officers” for the terms of the employment agreement we entered into with Mr. Stengle dated October 1, 2025. The Committee considered that Mr. Stengle’s target total direct compensation would be approximately 20% below the peer group median, and his base salary and target annual cash were also at the low of end of the peer group median but anticipated increases as Mr. Stengle gained further experience as a Chief Executive Officer and demonstrated performance. The Committee determined to grant Mr. Stengle’s long-term incentive awards with a 40/60 grant value mix of time- and performance-based RSUs to increase the amount of at-risk variable compensation, compared to the previous mix for our ongoing annual long-term incentive awards granted to executive officers, and to incentivize Mr. Stengle to increase stockholder value. The Committee was also contemplating a similar mix for future executive officer long-term incentive grants beginning with 2026 awards following feedback from stockholders. See “2025 Compensation Decisions—Long-Term Incentives” below for further information on the targets and methodology for Mr. Stengle’s performance-based long-term incentive awards granted in 2025. See “2026 Compensation Decisions” for information on the 40/60 grant value mix of time- and performance-based awards beginning with 2026 awards.

  37. Compensation Arrangements for Mses. Warren and Kussow and Mr. White

    Compensation Arrangements for Mses. Warren and Kussow and Mr. White On April 13, 2025, the Board appointed Ms. Warren as Interim Chief Executive Officer and Mses. Warren and Kussow and Mr. White to the Office of the CEO. In connection with these appointments, the Committee approved the following additional compensation arrangements on April 27, 2025. For Ms. Warren, she was paid $85,000 per month for each month she served as Interim Chief Executive Officer (effective as of April 13, 2025), which was prorated for any partial month of service. The $85,000 per month equated the salary being paid to Ms. Baier prior to her departure, which the Committee determined was appropriate for Ms. Warren as Interim Chief Executive Officer. The Committee also granted Ms. Warren 158,730 time-based restricted stock units based on the grant date value on April 25, 2025, which equated to approximately $1,000,000. The RSUs were subject to vesting on the earlier of the following: (1) the one-year anniversary of the grant date; (2) the start date of a new Chief Executive Officer of the Company; or (3) upon Ms. Warren’s termination following a change in control. During her service as Interim Chief Executive Officer and as a member of the Office of the CEO, Ms. Warren did not participate in the compensation program for non-employee directors and did not separately receive compensation for her service as Chairman. The Committee determined it appropriate to provide each of Ms. Kussow and Mr. White additional compensation for the services being provided to the Company as members of the Office of the CEO. Each were paid $100,000 as a special performance bonus. In addition, the 2025 target annual incentive opportunity previously established for each of Ms. Kussow and Mr. White was increased by $250,000, subject to the terms of the 2025 annual incentive plan and the actual amount earned was based on the level of achievement of the financial and strategic performance objectives previously approved by the Committee in February 2025 as described further below. Annual Incentive Plan The named executive officers, other than Ms. Warren, were eligible to participate in our 2025 management annual incentive plan (“2025 Management AIP”) adopted by the Committee in February 2025. For the first three quarters of 2025, Mr. Ricci was eligible to participate in the 2025 annual incentive plan for the East Division of the Company (“2025 East Division AIP”), which was terminated in connection with the Company’s corporate restructuring to a regional focused model that resulted in the elimination of the East and West Divisions of the Company. Effective October 1, 2025, he became eligible to participate in the 2025 Management AIP consistent with the other named executive officers. Mr. Ricci’s final cash payout was prorated between the two 2025 annual incentive plans. Ms. Warren did not participate in a 2025 annual incentive plan given the interim nature of her appointment. The 2025 annual incentive plans continued to be based on company and/or division (as applicable) financial and strategic objectives weighted 70% and 30% of target, respectively, and all amounts earned were to be paid out following the end of 2025 but no later than March 15, 2026. Cash amounts payable under the plans were to be determined by the Committee following conclusion of fiscal 2025 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 25% and 200%, respectively, of the target opportunity for the named executive officers. At the time of adoption of the 2025 annual incentive plans, the Committee determined to exclude from all applicable measures and targets the results of the 55 Ventas, Inc. (“Ventas”) leased communities that were designated to be sold or transitioned during 2025 in connection with the amendment to the master lease agreement entered into in December 2024. For the 2025 Management AIP, the financial objectives were our full-year 2025 RevPAR and our full-year Adjusted EBITDA. Mr. Ricci’s financial objectives for the first three quarters of 2025 under the 2025 East Division AIP were RevPAR for the communities in the East Division of the Company and Net Operating Income for the East Division of the Company (“Division NOI”). The target levels of performance were generally based on our 2025 budget approved by the Board. The strategic objectives under the 2025 Management AIP include retention of key community leadership at our consolidated comparable community portfolio and for all named executive officers other than Ms. Pritchett, improvement in resident and family member satisfaction (as reflected by net promoter score (NPS) improvement). Ms. Pritchett’s strategic objective was solely focused on retention given the nature of her position as head of human resources. For the first three quarters of 2025, Mr. Ricci’s strategic objectives were based on comparable East Division metrics for retention and East Division results for NPS.

  38. Compensation Arrangements for Mses. Warren and Kussow and Mr. White

    | Objective | Weighting | Description and Link to Strategy and Business Plan | | | | | | | | 2025 Management AIP RevPAR | | | | RevPAR | 40% | RevPAR is a key performance metric that reflects the impact of both occupancy and rate. For purposes of the 2025 Management AIP, RevPAR was defined as our resident fee revenue for the consolidated communities portfolio (excluding revenue for private duty services provided to seniors living outside of our communities) for the applicable period, divided by the weighted average number of available units in the portfolio for the period, divided by the number of months for the period. RevPAR for the 2025 East Division AIP was based on all communities in the division (including managed communities) for the first three quarters of 2025. The Board and management use RevPAR in the budgeting process and when evaluating our results. This measure was intended to focus management on driving RevPAR growth. The target levels of performance were generally based on our 2025 budget approved by the Board. | Level | Payout | Target / Actual | | | | | Maximum | 200% | $5,387 | | | | | Target | 100% | $5,230 | | | | | Actual | 96% | $5,214 | | | | | Threshold | 25% | $4,962 | | | | | 2025 East Division AIP RevPAR | | | | | | | Level | Payout | Target / Actual | | | | | Maximum | 200% | $5,357 | | | | | Target | 100% | $5,201 | | | | | Actual | 81% | $5,133 | | | | | Threshold | 25% | $4,934 | | Adjusted EBITDA (1) | 30% | Adjusted EBITDA is a non-GAAP performance measure that, for purposes of the 2025 Management AIP, the Company defines as net income (loss) excluding: benefit/provision for income taxes, non-operating income/expense items, and depreciation and amortization; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, legal, cost reduction, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For 2025, such other items include non-cash impairment charges, operating lease expense adjustment, non-cash stock-based compensation expense, gain/loss on sale of communities, gain/loss on facility operating lease termination, and transaction, legal, and organizational restructuring costs. Transaction costs are general and administrative expenses and include those directly related to acquisition, disposition, financing, and leasing activity and stockholder relations advisory matters, and are primarily comprised of legal, finance, consulting, professional fees, and other third-party costs. Legal costs include charges associated with putative class action litigation. Organizational restructuring costs include those related to the Company’s efforts to reduce general and administrative expense and its senior leadership changes, including severance. The Board and management use this measure in the budgeting process and when evaluating our results. The target levels of performance were generally based on our 2025 budget approved by the Board and would require management to significantly grow the Company’s Adjusted EBITDA over 2024 results. | Level | Payout | Target / Actual ($ in MM) | | | | | Maximum | 200% | $451.4 | | | | | Actual | 190% | $449.2 | | | | | Target | 100% | $429.9 | | | | | Threshold | 25% | $386.9 | | Division NOI (2) | 30% for Mr. Ricci for the first three quarters of 2025 | Division NOI is a non-GAAP performance measure that, for purposes of the 2025 East Division AIP, the Company defines as revenue less facility operating income expense for all communities in the division (including managed communities). The target levels of performance were generally based on our 2025 budget approved by the Board. | Level | Payout | Target / Actual ($ in MM) | | | | | Maximum | 200% | $441.4 | | | | | Target | 100% | $420.3 | | | | | Actual | 47% | $391.7 | | | | | Threshold | 25% | $380.0 |

  39. Compensation Arrangements for Mses. Warren and Kussow and Mr. White

    | Objective | Weighting | Description and Link to Strategy and Business Plan | | | | | | | | 2025 Management AIP Retention | | | | Key Community Leader Retention (FY 2025) | 15% for all NEOs except Ms. Pritchett | Brookdale’s culture is based on servant leadership, and we believe engaged associates lead to an enhanced resident experience and lower turnover, leading to improved operations. The key community leader retention objective applied to the three key positions at our consolidated comparable communities (executive directors, sales directors, and health and wellness/nursing directors). The target level performance reflected a 100 basis points improvement from our 2024 performance for the 2025 consolidated comparable communities portfolio. For Mr. Ricci, the retention measure for the 2025 East Division AIP included all communities within the division (including managed communities). | Level | Payout | Target / Actual | | | | | Maximum | 200% | 70.3% | | | 30% for Ms. Pritchett | | Actual | 134% | 68.7% | | | | | Target | 100% | 67.8% | | | | | Threshold | 25% | 66.8% | | | | | 2025 East Division AIP Retention | | | | | | | Level | Payout | Target / Actual | | | | | Maximum | 200% | 70.4% | | | | | Actual | 144% | 69.0% | | | | | Target | 100% | 67.9% | | | | | Threshold | 25% | 66.9% | | | | | 2025 Management AIP NPS | | | | Resident / Family Satisfaction (FY 2025) | 15% for all NEOs other than Ms. Pritchett | The Committee believed it was appropriate to tie an element of named executive officer compensation to increasing resident and family member satisfaction. The target level performance reflected the Company’s pre-pandemic NPS. | Level | Payout | Target / Actual | | | | | Maximum | 200% | 38 | | | | | Target | 100% | 34 | | | | | Actual | 70% | 27 | | | | | Threshold | 25% | 18 | | | | | 2025 East Division TargetAIP NPS | | | | | | | Level | Payout | Target / Actual | | | | | Maximum | 200% | 38 | | | | | Target | 100% | 34 | | | | | Actual | 75% | 29 | | | | | Threshold | 25% | 20 |

  40. Compensation Arrangements for Mses. Warren and Kussow and Mr. White

    Long-Term Incentive Awards For the 2025 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 2025 awards, the Committee used a 50/50 grant value mix of time- and performance-based full value awards for all named executive officers other than with respect to Mr. Stengle, Mr. Ricci, and Ms. Warren. At the time of his appointment as Chief Executive Officer in October 2025, the Committee granted Mr. Stengle long-term incentive awards with a 40/60 grant value mix of time- and performance-based awards, following review of the Consultant’s market compensation study and feedback from stockholders sought by the Company following the 2025 annual meeting of stockholders say-on-pay advisory vote results. Mr. Ricci, as a Division Vice President, was granted awards with a 75/25 grant value mix of time- and performance-based RSUs consistent with other executives of the Company at his level. As Interim

  41. February 2025 Long-Term Incentive Awards

    February 2025 Long-Term Incentive Awards Awards of Time-Based RSUs. The awards of time-based RSUs granted in February 2025 are eligible to vest ratably in three annual installments beginning February 27, 2026, subject to continued employment. Awards of Performance-Based RSUs. With respect to the awards of performance-based RSUs granted in February 2025, the awards are eligible to vest on February 27, 2028, 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 2025, 2026, and 2027, 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, 2027. 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 2025 time- and performance-based awards.

  42. February 2025 Long-Term Incentive Awards

    | Performance Objectives | | Time-Based RSUs | Performance-Based RSUs (at Target) | | See table below for summary of performance objectives and achievement levels of completed performance periods | Ms. Kussow | 141,988 | 141,988 | | | Mr. White | 72,516 | 72,515 | | | Ms. Pritchett | 24,848 | 24,848 | | | Mr. Ricci | 38,033 | 12,677 | | | Ms. Baier | 470,810 | 470,810 | | | Mr. Kaestner | 52,232 | 52,231 |

  43. February 2025 Long-Term Incentive Awards

    | 2026 PROXY STATEMENT | 37 |

  44. February 2025 Long-Term Incentive Awards

    | Performance Objective | Weighting | Description and Link to Strategy and Business Plan | Vesting Date | Performance Targets | | | | 2025 year-over-year growth of same community RevPAR (1) | 25% | The Committee determined to use year-over-year growth in same community RevPAR to incentivize management to deliver long-term top-line growth by driving RevPAR growth. RevPAR is a key performance metric utilized by the Board and management that reflects the impact of both occupancy and rate. | 2/27/2028 | Level | % of Target RSUs Vesting | 2025 Growth | | | | | | Maximum | 150% | 6.5% | | | | | | Actual | 103% | 5.1% | | | | | | Target | 100% | 5.0% | | | | | | Threshold | 50% | 3.5% | | 2026 year-over-year growth of same community RevPAR (1) | 25% | | 2/27/2028 | Level | % of Target RSUs Vesting | 2026 Growth | | | | | | Maximum | 150% | 5.0% | | | | | | Target | 100% | 4.5% | | | | | | Threshold | 50% | 3.0% | | 2027 year-over-year growth of same community RevPAR (1) | 25% | | 2/27/2028 | Level | % of Target RSUs Vesting | 2027 Growth | | | | | | Maximum | 150% | 5.0% | | | | | | Target | 100% | 4.5% | | | | | | Threshold | 50% | 3.0% | | 3-Year Relative TSR Compared to S&P Midcap 400 Index Companies (2) | 25% | The relative TSR objective aligns our management’s priorities with those of our stockholders to establish and achieve long-term goals designed to increase the market value of our common stock relative to the constituent companies of a broad-based comparable index of companies. | 2/27/2028 | Level | % of Target RSUs Vesting | Relative TSR Rank | | | | | | Maximum | 150% | 75th %ile | | | | | | Target | 100% | 50th %ile | | | | | | Threshold | 50% | 25th %ile |

  45. February 2025 Long-Term Incentive Awards

    | (1) For purposes of these awards, same community RevPAR means the average monthly senior housing resident fee revenues per available unit of the same community portfolio as reported in our SEC filings for the applicable performance period. Same community RevPAR is calculated as resident fee revenues, excluding revenue for private duty services provided to seniors living outside our communities, of the same community portfolio for the applicable fiscal year, divided by the weighted average number of available units in the same community portfolio for the applicable fiscal year, divided by twelve. The 55 Ventas-leased communities that were designated to be sold or transitioned were excluded from our 2025 same community results. |

  46. February 2025 Long-Term Incentive Awards

    | (2) 3-Year Relative TSR compares our compound annual TSR to the constituent companies of the S&P Midcap 400 Index for the period beginning January 1, 2025 and ending December 31, 2027, assuming reinvestment of dividends or distributions. The award agreements provide that no additional RSUs beyond the target amount will vest and be issued (or paid) on such tranche if our compound annual TSR is negative for the performance period. |

  47. 2025 Tranche Performance

    2025 Tranche Performance In February 2026, the Committee determined that our 2025 year-over-year growth in same community RevPAR was 5.1%, corresponding to an achievement level of 103.3% for the 2025 tranche of the performance-based long-term incentive awards granted to the named executive officers in 2025. As a result, the named executive officers received grants of the following number of additional RSUs for the above-target achievement as follows: Ms. Kussow–1,171; Mr. White–598; Ms. Pritchett–205; Mr. Ricci–105; Ms. Baier–3,884; and Mr. Kaestner–431. Earned amounts for the 2025 performance period will vest on February 27, 2028 subject to continued employment (except with respect to Ms. Baier and Mr. Kaestner).

  48. CEO Long-Term Incentive Awards

    CEO Long-Term Incentive Awards Awards of Time- and Performance-Based RSUs to the Chief Executive Officer. In connection with Mr. Stengle’s appointment as Chief Executive Officer, on October 6, 2025, Mr. Stengle was granted restricted stock units with an aggregate target grant value of (i) $1,162,500, which was a prorated amount of his anticipated 2026 target annual long-term incentive award opportunity, and (ii) $2,000,000, which was a special one-time inducement grant in part to partially replace value forfeited by Mr. Stengle as part of his transition to Brookdale. Forty percent of his awards consist of time-based RSUs, which are eligible to vest ratably in three installments beginning on October 6, 2026, subject to continued employment. Sixty percent of the awards consist of performance-based RSUs, which are eligible to vest on October 6, 2028, subject to continued employment and the achievement of certain stock price hurdles as outlined below. The performance-based awards may be earned from 0% to 300% of the target number of performance-based RSUs based on the Company’s average closing stock price over the 20-trading days ending on October 5, 2028. Performance below threshold results in no RSUs vesting, achievement of the targeted level of performance will result in the vesting of 100% of such shares, and vesting percentages will be interpolated between the applicable levels outlined in the long-term incentive award agreements.

  49. CEO Long-Term Incentive Awards

    | Performance Objectives | | Time-Based RSUs | Performance-Based RSUs (at Target) | | See table below for summary of performance objectives | Prorated Annual Grant | 57,980 | 86,970 | | | Inducement Grant | 99,751 | 149,626 | | | Total | 157,731 | 236,596 |

  50. CEO Long-Term Incentive Awards

    | Performance Objective | Description and Link to Strategy and Business Plan | Vesting Date | Performance Targets | | | | Stock Price Hurdle | Vesting will be dependent on the average closing price of the Company’s common stock over the 20-trading days ending on October 5, 2028. The Committee determined to use stock price growth to incentivize Mr. Stengle to deliver long-term stockholder value. The threshold, target, stretch, and maximum levels would represent a 33%, 60%, 100%, and 167% increase in the Company’s stock price compared to the approximately $7.50 share price in place during negotiations of Mr. Stengle’s compensation arrangements. | 10/6/2028 | Level | % of Target RSUs Vesting | Stock Price Hurdle | | | | | Maximum | 300% | $20.00 | | | | | Stretch | 200% | $15.00 | | | | | Target | 100% | $12.00 | | | | | Threshold | 50% | $10.00 |

  51. CEO Long-Term Incentive Awards

    Award of Special Vesting Time-Based RSUs to the Interim CEO. The award of 158,730 time-based RSUs granted in April 2025 to Ms. Warren for service as Interim Chief Executive Officer were eligible to vest on the earlier of the following: (1) the one-year anniversary of the grant date; (2) the start date of a new Chief Executive Officer of the Company; or (3) upon Ms. Warren’s termination following a change in control. The shares vested on October 6, 2025 in connection with the appointment of Mr. Stengle as Chief Executive Officer.

  52. CEO Long-Term Incentive Awards

    | 2026 PROXY STATEMENT | 39 |

  53. CEO Long-Term Incentive Awards

    2025 Compensation Results Summary of Compensation Results The table below sets forth the amount of compensation earned for 2025 by our named executive officers. The value of long-term incentive awards that vested in 2025 includes the value of RSUs that vested in 2025, valued based on the closing price per share of our stock on the applicable vesting dates, and the value of 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 certain cash severance payments for Ms. Baier and Mr. Kaestner, employer matching on our 401(k) plan, employer-paid premiums on life and disability insurance, certain relocation expenses, and for Ms. Warren, compensation received as a non-employee director in 2025). See “Summary Compensation Table” and “Payments in Connection with Certain Departures” below for a summary of payments made in connection with the departures of Ms. Baier and Mr. Kaestner on April 13, 2025 and September 30, 2025, respectively. See “Summary Compensation Table” below for a summary of compensation paid to Ms. Warren as a non-employee director and Non-Executive Chairman in 2025.

  54. CEO Long-Term Incentive Awards

    | | 2025 Base Salary Earned | Annual Incentive Earned for 2025(1) | Value of Long- Term Incentive Awards that Vested in 2025(2)(3)(4) | Special Compensation Earned(5)(6) | Total Compensation Earned | | Mr. Stengle | $229,310 | $403,571 | $– | $370,000 | $1,002,881 | | Ms. Kussow | $630,000 | $1,106,243 | $456,282 | $100,000 | $2,292,525 | | Mr. White | $495,000 | $812,083 | $894,522 | $100,000 | $2,301,605 | | Ms. Pritchett | $343,000 | $324,806 | $286,004 | $– | $953,810 | | Mr. Ricci | $385,000 | $242,359 | $272,442 | $– | $899,801 | | Ms. Warren | $431,538 | $– | $1,273,015 | $– | $1,704,553 | | Ms. Baier | $285,287 | $491,327 | $10,472,606 | $– | $11,249,220 | | Mr. Kaestner | $347,414 | $349,385 | $1,136,614 | $– | $1,833,413 |

  55. CEO Long-Term Incentive Awards

    | (1) For Mr. Stengle, Ms. Baier, and Mr. Kaestner, the amount earned was prorated based on the number of days employed during 2025. |

  56. CEO Long-Term Incentive Awards

    | (2) Includes for Ms. Kussow, Ms. Pritchett, and Mr. Ricci, $10,680, $10,938, and $13,199, respectively, associated with the vesting of the 2025 tranche of time-based cash long-term incentive awards granted in February 2021. |

  57. CEO Long-Term Incentive Awards

    | (3) Includes for Ms. Kussow, Mr. White, Ms. Pritchett, Ms. Baier, and Mr. Kaestner, $12,261, $92,558, $12,556, $793,555, and $69,598, respectively, associated with the vesting of the fourth tranche of performance-based cash long-term incentive awards granted in 2021. |

  58. CEO Long-Term Incentive Awards

    | (4) Includes for Ms. Baier and Mr. Kaestner 614,921 and 59,980, respectively, outstanding time-based restricted stock units that immediately vested upon their respective departures. Includes for Ms. Warren 158,730 outstanding time-based restricted stock units that vested on the appointment of Mr. Stengle as Chief Executive Officer. |

  59. CEO Long-Term Incentive Awards

    | (5) Includes for Mr. Stengle his sign-on bonus pursuant to his Employment Agreement that was paid in January 2026. |

  60. CEO Long-Term Incentive Awards

    | (6) Includes for Ms. Kussow and Mr. White the special performance bonus for service as a member of the Office of the CEO during a portion of 2025, as described above. |

  61. CEO Long-Term Incentive Awards

    | 40 | |

  62. CEO Long-Term Incentive Awards

    Annual Incentive Plan Results As described above, based on our actual results for the year, the Committee determined that we achieved the following for the 2025 Management AIP: (i) between threshold and target-level performance for the RevPAR-based financial objective, (ii) between target and maximum-level performance for the Adjusted EBITDA-based financial objective, (iii) between target and maximum-level performance for the key community leader retention performance strategic objective, and (iv) between threshold and target-level performance for the NPS strategic objective. As it relates to Mr. Ricci for the first three quarters of 2025, the Committee determined that we achieved the following for the 2025 East Division AIP: (i) between threshold and target-level performance for the Division RevPAR financial objective, (ii) between threshold and target-level performance for the Division NOI-based financial objective, (iii) between the target-level and maximum performance for the key community leader retention performance measure for the East Division, and (iv) between the threshold and target-level of performance for the NPS measure for the East Division. A summary of the achievement and payments to our named executive officers under the 2025 annual incentive plans is provided below. See “2025 Compensation Decisions—Annual Incentive Plan” above for the performance objectives and targets, and our actual performance, for each of the financial and strategic objectives.

  63. CEO Long-Term Incentive Awards

    | | Financial Objectives (70% Weighting) | | Strategic Objectives (30% Weighting) | | Total | | | | Achieved | Payout | Achieved | Payout | Achieved | Payout | | Mr. Stengle | 135.9% | $305,430 | 101.9% | $98,141 | 125.7% | $403,571 | | Ms. Kussow | 135.9% | $837,225 | 101.9% | $269,018 | 125.7% | $1,106,243 | | Mr. White | 135.9% | $614,599 | 101.9% | $197,484 | 125.7% | $812,083 | | Ms. Pritchett | 135.9% | $228,429 | 133.8% | $96,377 | 135.3% | $324,806 | | Mr. Ricci (2025 Management AIP) | 135.9% | $56,169 | 101.9% | $19,013 | 125.7% | $78,182 | | Mr. Ricci (2025 East Division AIP) | 66.2% | $96,048 | 109.5% | $68,129 | 79.2% | $164,177 | | Ms. Baier | 135.9% | $371,845 | 101.9% | $119,482 | 125.7% | $491,327 | | Mr. Kaestner | 135.9% | $264,421 | 101.9% | $84,964 | 125.7% | $349,385 |

  64. CEO Long-Term Incentive Awards

    | 2026 PROXY STATEMENT | 41 |

  65. CEO Long-Term Incentive Awards

    Long-Term Incentive Awards Results

  66. Summary of Vesting

    Summary of Vesting During 2025, the named executive officers realized the compensation shown in the table below with respect to vesting of RSUs and cash long-term incentive awards granted from 2021 to 2025. The value of RSUs that vested is based on the closing price per share of our stock on the vesting date.

  67. Summary of Vesting

    | | Vesting of Time-Based RSUs Granted in 2021–2025 | | Vesting of Performance-Based RSUs Granted in 2022 | | Vesting of Time-Based Cash Awards Granted in 2021 | Vesting of Performance- Based Cash Awards Granted in 2021 | Total Vesting of RSUs and Cash Awards in 2025 | | | | No. of RSUs | Value | No. of RSUs | Value | Value | Value | No. of RSUs | Value | | Ms. Kussow | 66,181 | $387,821 | 7,768 | $45,520 | $10,680 | $12,261 | 73,949 | $456,282 | | Mr. White | 77,762 | $455,685 | 59,092 | $346,279 | $– | $92,558 | 136,854 | $894,522 | | Ms. Pritchett | 25,040 | $145,916 | 20,455 | $116,594 | $10,938 | $12,556 | 45,495 | $286,004 | | Mr. Ricci | 36,123 | $212,627 | 7,955 | $46,616 | $13,199 | $– | 44,078 | $272,442 | | Ms. Warren(1) | 158,730 | $1,273,015 | – | $– | $– | $– | 158,730 | $1,273,015 | | Ms. Baier | 1,208,712 | $7,015,411 | 454,546 | $2,663,640 | $– | $793,555 | 1,663,258 | $10,472,606 | | Mr. Kaestner | 114,461 | $827,289 | 40,909 | $239,727 | $– | $69,598 | 155,370 | $1,136,614 |

  68. Summary of Vesting

    Status of Outstanding Performance-Based Awards Granted Prior to 2025 As of December 31, 2025, the named executive officers held the number of performance-based RSUs and performance-based cash awards granted prior to 2025 as outlined below. Vesting of the performance-based awards is subject to continued employment (except with respect to Ms. Baier and Mr. Kaestner) and achievement of performance objectives established by the Committee. Performance below the threshold level of achievement has resulted or will result in forfeiture of the applicable tranche, and vesting percentages will be interpolated between the steps shown in the tables below.

  69. 2022 Performance-Based RSU Awards

    2022 Performance-Based RSU Awards In February 2022, the Committee awarded performance-based RSU long-term incentive awards to certain of the named executive officers, with the targeted award amounts listed below.

  70. 2022 Performance-Based RSU Awards

    | Performance Objectives | RSUs at Target | | | See table below for summary of performance objectives and achievement levels of completed performance periods | Ms. Kussow | 7,768 | | | Mr. White | 59,091 | | | Ms. Pritchett | 20,455 | | | Mr. Ricci | 7,955 | | | Ms. Baier | 454,546 | | | Mr. Kaestner | 40,910 |

  71. 2022 Performance-Based RSU Awards

    | 42 | |

  72. 2022 Performance-Based RSU Awards

    Based on our actual level of achievement of the year-over-year RevPAR growth goal for 2022, 2023, and 2024, the Committee has certified that 105% of the targeted amount from the 2022 tranche, 150% of the targeted amount from the 2023 tranche, and 145% of the targeted amount from the 2024 tranche were eligible to vest on February 27, 2025, and for Ms. Pritchett, on March 1, 2025. Based on our actual levels of achievement of the 3-year relative TSR tranche, the Committee certified that 81.2% of the targeted amount was eligible to vest on February 27, 2026, and for Ms. Pritchett, on March 1, 2026.

  73. 2022 Performance-Based RSU Awards

    | Performance Objective | Weighting | Vesting Date | Performance Targets | | | | 2022 year-over-year improvement to same community RevPAR(1) | 25% | 2/27/2025 or 3/1/2025 | Level | % of Target RSUs Vesting | 2022 Growth | | | | | Maximum | 150% | 12% | | | | | Actual | 105% | 10.2% | | | | | Target | 100% | 10% | | | | | | 50% | 8% | | | | | Threshold | 25% | 7% | | 2023 year-over-year improvement to same community RevPAR(1) | 25% | 2/27/2025 or 3/1/2025 | Level | % of Target RSUs Vesting | 2023 Growth | | | | | Actual | 150% | 11.4% | | | | | Maximum | 150% | 7.5% | | | | | Target | 100% | 5% | | | | | | 50% | 2.5% | | | | | Threshold | 25% | 1.25% | | 2024 year-over-year improvement to same community RevPAR(1) | 25% | 2/27/2025 or 3/1/2025 | Level | % of Target RSUs Vesting | 2024 Growth | | | | | Maximum | 150% | 6% | | | | | Actual | 145% | 5.8% | | | | | Target | 100% | 4% | | | | | | 50% | 2% | | | | | Threshold | 25% | 1% | | 3-Year Relative TSR Compared to S&P Midcap 400 Index Companies(2) | 25% | 2/27/2026 or 3/1/2026 | Level | % of Target RSUs Vesting | Relative TSR Rank | | | | | Maximum | 150% | 75th %ile | | | | | Target | 100% | 50th %ile | | | | | Actual | 81.2% | 40.6th %ile | | | | | Threshold | 50% | 25th %ile |

  74. 2022 Performance-Based RSU Awards

    | (1) For purposes of the 2022 awards, same community RevPAR means the average monthly senior housing resident fee revenues per available unit of the same community portfolio as reported in our SEC filings for the applicable performance period. Same community RevPAR is calculated as resident fee revenues, excluding revenue from our former Health Care Services segment, revenue for private duty services provided to seniors living outside our communities, and entrance fee amortization, of the same community portfolio for the applicable fiscal year, divided by the weighted average number of available units in the same community portfolio for the applicable fiscal year, divided by twelve. |

  75. 2022 Performance-Based RSU Awards

    | (2) 3-Year Relative TSR compares our compound annual TSR to the constituent companies of the S&P Midcap 400 Index for the period beginning January 1, 2022 and ending December 31, 2024, assuming reinvestment of dividends or distributions. The award agreements provide that no additional RSUs beyond the target amount will be paid on such tranche if our compound annual TSR is negative for the performance period. |

  76. 2022 Performance-Based RSU Awards

    | 2026 PROXY STATEMENT | 43 |

  77. 2022 Performance-Based RSU Awards

    Based on our actual levels of achievement, the following RSUs vested in February or March 2025 and February or March 2026 (as applicable).

  78. 2022 Performance-Based RSU Awards

    | | RSUs 2025 | RSUs 2026 | Total RSUs Vested | | Ms. Kussow | 7,768 | 1,577 | 9,345 | | Mr. White | 59,092 | 11,996 | 71,088 | | Ms. Pritchett | 20,455 | 4,153 | 24,608 | | Mr. Ricci | 7,955 | 1,615 | 9,570 | | Ms. Baier | 454,546 | 92,273 | 546,819 | | Mr. Kaestner | 40,909 | 8,305 | 49,214 |

  79. 2023 Performance-Based Awards

    | Performance Objectives | | Performance-Based RSUs (at Target) | Performance-Based Cash (at Target) | | See table below for summary of performance objectives and achievement levels of completed performance periods | Ms. Kussow | 118,644 | – | | | Mr. White | 114,407 | – | | | Ms. Pritchett | 38,136 | – | | | Mr. Ricci | 21,186 | – | | | Ms. Baier | 235,028 | $1,806,667 | | | Mr. Kaestner | 77,966 | – |

  80. 2023 Performance-Based Awards

    | Performance Objective | Weighting(1) | Vesting Date | Performance Targets | | | | 2023 year-over-year growth of same community RevPAR(2) | 25% | 2/27/2026 | Level | % of Target RSUs / Cash Vesting | 2023 Growth | | | | | Maximum | 150% | 16.0% | | | | | Target | 100% | 13.5% | | | | | Actual | 58% | 11.4% | | | | | Threshold | 50% | 11.0% | | 2024 year-over-year growth of same community RevPAR(2) | 25% | 2/27/2026 | Level | % of Target RSUs / Cash Vesting | 2024 Growth | | | | | Maximum | 150% | 12.5% | | | | | Target | 100% | 10.0% | | | | | Threshold | 50% | 7.5% | | | | | Actual | 0% | 5.8% | | 2025 year-over-year growth of same community RevPAR(2) | 25% | 2/27/2026 | Level | % of Target RSUs / Cash Vesting | 2025 Growth | | | | | Maximum | 150% | 9.5% | | | | | Target | 100% | 7.0% | | | | | Actual | 76% | 5.8% | | | | | Threshold | 50% | 4.5% | | 3-Year Relative TSR Compared to S&P Midcap 400 Index Companies(3) | 25% | 2/27/2027 | Level | % of Target RSUs / Cash Vesting | Relative TSR Rank | | | | | Actual | 150% | 97.9 th %ile | | | | | Maximum | 150% | 75th %ile | | | | | Target | 100% | 50th %ile | | | | | Threshold | 50% | 25th %ile |

  81. 2023 Performance-Based Awards

    | (1) Ms. Baier’s performance-based RSUs were eligible to vest on February 27, 2026, with three tranches weighted one-third each for each of the RevPAR performance objectives, and her performance-based cash award is or was eligible to vest as follows: $1,181,667 on February 27, 2026 based on actual achievement of each of the three tranches weighted one-third for each of the RevPAR performance objectives and $468,750 (after accounting for certain forfeitures in connection with her departure on April 13, 2025) on February 27, 2027 based on actual achievement of the TSR performance objective. In the aggregate, 75% of Ms. Baier’s target 2023 performance-based RSU award and performance-based cash award was eligible to vest on February 27, 2026 and 25% is eligible to vest on February 27, 2027. |

  82. 2023 Performance-Based Awards

    | (3) 3-Year Relative TSR compares our compound annual TSR to the constituent companies of the S&P Midcap 400 Index for the period beginning January 1, 2023 and ending December 31, 2025, assuming reinvestment of dividends or distributions. The award agreements provide that no additional RSUs (or cash with respect to Ms. Baier) beyond the target amount were to vest and be issued (or paid) on such tranche if our compound annual TSR was negative for the performance period. |

  83. 2023 Performance-Based Awards

    | | RSUs February 2026 | Cash Payout February 2026 | RSUs February 2027 | Cash Payout February 2027 | | Ms. Kussow | 39,745 | – | 44,492 | – | | Mr. White | 38,327 | – | 42,903 | – | | Ms. Pritchett | 12,776 | – | 14,301 | – | | Mr. Ricci | 7,097 | – | 7,946 | – | | Ms. Baier | 104,980 | $527,810 | – | $703,125 | | Mr. Kaestner | 26,118 | – | 21,929 | – |

  84. 2024 Performance-Based Awards

    2024 Performance-Based Awards In February 2024, the Committee awarded performance-based RSU long-term incentive awards to certain of the named executive officers, with the targeted award amounts listed below.

  85. 2024 Performance-Based Awards

    | Performance Objectives | | Performance-Based RSUs (at Target) | | See table below for summary of performance objectives and achievement levels of completed performance periods | Ms. Kussow | 79,491 | | | Mr. White | 55,644 | | | Ms. Pritchett | 18,283 | | | Mr. Ricci | 11,526 | | | Ms. Baier | 397,456 | | | Mr. Kaestner | 38,553 |

  86. 2024 Performance-Based Awards

    | Performance Objective | Weighting | Vesting Date | Performance Targets | | | | 2024 year-over-year growth of same community RevPAR(1) | 25% | 2/27/2027 | Level | % of Target RSUs Vesting | 2024 Growth | | | | | Maximum | 150% | 10.0% | | | | | Target | 100% | 7.5% | | | | | Threshold | 50% | 6.5% | | | | | Actual | 0% | 5.8% | | 2025 year-over-year growth of same community RevPAR(1) | 25% | 2/27/2027 | Level | % of Target RSUs Vesting | 2025 Growth | | | | | Maximum | 150% | 9.5% | | | | | Target | 100% | 7.0% | | | | | Actual | 76% | 5.8% | | | | | Threshold | 50% | 4.5% | | 2026 year-over-year growth of same community RevPAR(1) | 25% | 2/27/2027 | Level | % of Target RSUs Vesting | 2026 Growth | | | | | Maximum | 150% | 9.0% | | | | | Target | 100% | 6.5% | | | | | Threshold | 50% | 4.0% | | 3-Year Relative TSR Compared to S&P Midcap 400 Index Companies(2) | 25% | 2/27/2027 | Level | % of Target RSUs Vesting | Relative TSR Rank | | | | | Maximum | 150% | 75th %ile | | | | | Target | 100% | 50th %ile | | | | | Threshold | 50% | 25th %ile |

  87. 2024 Performance-Based Awards

    | (2) 3-Year Relative TSR compares our compound annual TSR to the constituent companies of the S&P Midcap 400 Index for the period beginning January 1, 2024 and ending December 31, 2026, assuming reinvestment of dividends or distributions. The award agreements provide that no additional RSUs beyond the target amount will vest and be issued on such tranche if our compound annual TSR is negative for the performance period. |

  88. 2024 Performance-Based Awards

    | | RSUs February 2027 | | Ms. Kussow | 15,103 | | Mr. White | 10,572 | | Ms. Pritchett | 3,474 | | Mr. Ricci | 2,190 | | Ms. Baier | 75,517 | | Mr. Kaestner | 7,325 |

  89. 2024 Performance-Based Awards

    expressed as a multiple of their base salary as shown in the table. Unvested equity awards do not count toward the expected level of ownership, except that the estimated number of after-tax time-based equity awards scheduled to vest within 90 days may be counted towards compliance. The expected level of ownership must be achieved by the fifth anniversary of such officer’s becoming subject to the guidelines. We encourage our executives to retain shares obtained through our equity compensation programs, and until the expected ownership level is achieved the guidelines require each officer to retain at least 50% of after-tax shares obtained through those plans. This retention requirement also applies in situations where an officer has achieved the expected stock ownership level but changes in the market price of our stock or the officer’s base salary result in such officer’s failure to maintain the expected stock ownership level. All of our continuing named executive officers are in compliance with our stock ownership and retention guidelines and to the extent they have not met their applicable required holdings, will be expected to retain at least 50% of their after-tax shares obtained through our equity compensation plans.

  90. 2024 Performance-Based Awards

    Policy on Derivatives, Hedging, and Pledging Our insider trading policy provides that no one subject to the policy, which includes all our directors, officers, employees and their immediate family members and controlled entities, may engage in short sales, puts, calls, or other derivative transactions, or in any hedging or monetization transactions (i.e., prepaid variable forward contracts, equity swaps, collars, and exchange funds), involving our securities. It also provides that our directors and officers may not pledge our securities as collateral for a loan, or hold our securities in a margin account. Clawback Policies The Committee has adopted a Clawback and Forfeiture Policy, which applies to our current and former officers as defined in Rule 16a-1 of the Exchange Act, which was amended and restated in 2023 to comply with the new NYSE rules. The policy provides that in the event of any financial restatement of our reported consolidated financial statements, the Committee is required, subject to limited exceptions, to recoup any erroneously awarded incentive-based compensation paid during the three completed fiscal years immediately preceding such restatement. To the extent the Committee determines that any such amount should be recouped, the Committee may seek recovery by, among other things, requiring reimbursement of performance-based compensation previously paid, canceling or rescinding outstanding equity awards, adjusting or withholding unpaid compensation, or setting off against future grants of equity-based awards. The new amended and restated policy became effective October 2, 2023 and applies to incentive-based compensation received on or after that date. This policy was included as an exhibit to our Annual Report on Form 10-K. In addition, the original version of our Clawback and Forfeiture Policy applied to all short-term and long-term cash or equity-based incentive compensation paid, earned, vested, or otherwise awarded based on performance objectives, beginning with the 2020 annual incentive plan and performance-based long-term incentive awards. The original version of the policy provided that in the event of any material financial restatement of our reported consolidated financial statements, or that the Committee otherwise determines that a financial metric used to determine the vesting or payment of any such performance-based compensation was calculated incorrectly in any material respect, the Committee, in its discretion, may require reimbursement of an amount equal to all or a portion of such performance-based compensation previously vested or paid for any performance periods which include any of the three full fiscal years immediately preceding the announcement of any financial restatement or the determination of any inaccuracy regarding calculation of a financial metric. The amount of the recoupment will be determined by the Committee in its discretion, up to the amount of such performance-based compensation previously paid or vested with respect to such officer that is in excess of the performance-based compensation that would have been received based on the correct financial metric or restated results. To the extent the Committee determines that any such amount should be recouped, the Committee may seek recovery by, among other things, requiring reimbursement of performance-based compensation previously paid, canceling or rescinding outstanding equity awards, adjusting or withholding unpaid compensation, or setting off against future grants of equity-based awards. Our 2014 Omnibus Incentive Plan and 2024 Omnibus Incentive Plan provide that any award thereunder shall be subject to forfeiture, reduction, or recoupment to the extent provided in our Clawback and Forfeiture Policy or any other future recoupment or clawback policy adopted by us. The long-term incentive award agreements for awards to the named executive officers provide that in the event of a breach by the named executive officer of the non-competition, non-solicitation, non-disparagement, or confidentiality covenants contained in the agreements, we will have the authority to cancel all such outstanding awards, cancel all shares of stock beneficially owned by the named executive officer that were issued in settlement of RSUs within 12 months on or prior to, or at any time after, the termination of the named executive officer’s employment, and recoup from the named executive officer any proceeds from such officer’s sale, transfer, or other disposition of any such cancellable shares or amounts paid under the award during such period. To the extent the named executive officers are eligible to receive severance pay and benefits under Mr. Stengle’s or Ms. Baier’s respective employment agreements and the Severance Policies (as defined below), as applicable, such

  91. 2024 Performance-Based Awards

    agreements and policies provide that any breach of a restrictive covenant applicable to the named executive officer will result in the immediate and permanent cessation of payment of severance pay and benefits, the obligation of the named executive officer to repay to us upon our demand 90% of the amount or cost of such severance pay and benefits (except with respect to Mr. Stengle), and the obligation of the named executive officer to pay our costs and expenses to enforce such obligation (except with respect to Mr. Stengle, in which case the prevailing party may recover cost and expenses). Tax Considerations Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) places a limit of $1 million on the amount that a company may deduct in any one year with respect to compensation paid to any “covered employee.” The Committee believes that the interests of our stockholders are best served if it maintains flexibility in compensating executive officers in a manner designed to promote varying corporate goals even though some compensation awards may result in non-deductible compensation expense. In making decisions about executive compensation, the Committee also considers the impact of other tax laws, including Section 409A of the Internal Revenue Code regarding non-qualified deferred compensation and Section 280G of the Internal Revenue Code regarding compensation in connection with a change in control. Employment Agreements and Severance Policies Applicable to Named Executive Officers Stengle Employment Agreement We are party to an employment agreement dated October 1, 2025 with Mr. Stengle, which we entered into in connection with his appointment as Chief Executive Officer effective October 6, 2025 (“Stengle Employment Agreement”). The Stengle Employment Agreement has a three-year term, subject to automatic extensions for additional one-year periods, unless either we or Mr. Stengle gives written notice to the other no less than 90 days prior to the expiration of the term that the term will not be so extended. See “2025 Compensation Decisions—Compensation Arrangements with Mr. Stengle” for a summary of his initial compensation arrangements. We will provide Mr. Stengle with basic term life insurance benefits of at least 100% of his base salary at no cost to Mr. Stengle. Termination of Mr. Stengle’s employment within 30 days of the end of the initial term or any renewal term of the Stengle Employment Agreement following the provision of written notice of non-renewal by the Company will be treated as a termination of Mr. Stengle’s employment without cause for purposes of the employment agreement and his then outstanding long-term incentive awards. Under the Stengle Employment Agreement, Mr. Stengle is entitled to severance payments if his employment is terminated by us without cause or by him for good reason. Severance payments in connection with a change in control are “double trigger,” which requires the occurrence of a change in control followed by termination of employment within 18 months of the change in control by us without cause or by Mr. Stengle for good reason. Any payments that are not deductible by us under Section 280G of the Internal Revenue Code will be cut back only to the extent that the cutback results in a better after-tax position for Mr. Stengle. The Stengle Employment Agreement contains non-competition, non-solicitation, confidentiality, and mutual non-disparagement covenants. The non-competition restrictions will continue in effect during Mr. Stengle’s employment and for one year following termination of employment. The non-solicitation restrictions will continue in effect during his employment and for two years following his termination of employment. The confidentiality and mutual non-disparagement obligations will apply during his employment and thereafter. Baier Former Employment Agreement Prior to Ms. Baier’s departure effective April 13, 2025, we were party to an amended and restated employment agreement dated November 3, 2021 with Ms. Baier. The employment agreement had a five-year term, subject to automatic extensions for additional one-year periods, unless either we or Ms. Baier had given written notice to the other party no less than 90 days prior to the expiration of the term that the term would not be extended. The employment agreement provided an initial base salary of $938,000 per year (Ms. Baier’s then current annual base

  92. 2024 Performance-Based Awards

    salary), which was reviewed annually and could be increased from time to time at the Board’s sole discretion. Ms. Baier’s base salary could not be reduced without Ms. Baier’s approval. Ms. Baier was eligible for an annual cash incentive opportunity target of 135% of cumulative base salary paid during the calendar year (Ms. Baier’s then current annual cash incentive opportunity target), subject to the terms of our annual incentive plan for senior executive officers. At least annually, Ms. Baier was eligible to be considered for an award of long-term incentive awards at a level commensurate with her position and in a form and on terms no less favorable than as provided to our other senior executive officers. Any reduction to such long-term incentive awards was subject to the definition of good reason. We provided Ms. Baier with basic term life insurance benefits of at least 100% of her base salary at no cost to Ms. Baier. The employment agreement contained non-competition, non-solicitation, confidentiality, and mutual non-disparagement covenants. The non-competition restrictions continued for one year following Ms. Baier’s departure. The non-solicitation restrictions will continue for two years following Ms. Baier’s departure. The confidentiality and mutual non-disparagement obligations applied during her employment and thereafter. In connection with Ms. Baier’s departure from the Company, we entered into a separation agreement with Ms. Baier, pursuant to which she is entitled to receive the severance payments and benefits, including certain equity award acceleration and continued vesting, that she was entitled to receive pursuant to her employment agreement, and outplacement services for six months up to $10,000, subject to the terms and conditions set forth in the separation agreement. Ms. Baier’s severance payments and benefits, including certain equity award acceleration and continued vesting, were subject to her execution and non-revocation of a release of claims and her continued compliance with her post-employment restrictive covenants. See “Payments in Connection with Certain Departures” below for a summary of her severance payments and benefits. Severance Policies Our other continuing named executive officers do not have employment agreements, but are eligible to participate in the Amended and Restated Tier I Severance Pay Policy dated August 5, 2025 (the “Tier I Severance Policy”) (except with respect to Mr. Ricci). Under the Tier I Severance Policy, the participating named executive officers are entitled to severance payments if their employment is terminated by the Company without cause or by the executive for good reason, including following a change control. As a Division Vice President in 2025, Mr. Ricci was eligible to participate in the Amended and Restated Tier II Severance Pay Policy dated February 10, 2022 (“Tier II Severance Policy” and collectively with the Tier I Severance Policy, the “Severance Policies”). Under the Tier II Severance Policy, Mr. Ricci was entitled to severance payments if his employment was terminated by the Company without cause or, following a change in control, by the executive for good reason. The severance payments under the Severance Policies applicable in connection with a change in control are “double trigger,” which require the occurrence of a change in control followed by termination of employment by us without cause or by the executive for good reason. If payments pursuant to the Severance Policies and other arrangements are not deductible by us under Section 280G of the Internal Revenue Code, such payments shall be reduced (or repaid) in order to ensure our deduction of payments in connection with a change in control. A detailed description of potential severance payments pursuant to the foregoing employment agreement and the Severance Policies, as well as the effect of certain terminations and a change in control pursuant to outstanding long-term incentive award agreements, is set forth under “Potential Payments Upon Termination or Change in Control” below.

  93. 2024 Performance-Based Awards

    2026 Compensation Decisions When making annual compensation decisions for 2026, the Committee reviewed the compensation peer group used for 2025 decisions with the Consultant and determined to remove Amedisys, Inc., Encompass Health Corporation, and Universal Health Services, Inc. and add Sonida Senior Living, Inc. and Ventas. The Consultant completed a market compensation study using this peer group. Following its review of our executive compensation program, the Committee approved the principal elements of compensation of our continuing named executive officers for 2026 as summarized in the table below. As Mr. Ricci was no longer an executive officer as of January 1, 2026, his compensation was not reviewed and approved by the Committee. Changes were made to his compensation commensurate with his position as Vice President to be in place until his anticipated retirement in September 2026. Percentage changes from 2025 are based on the compensation arrangements in place as of December 31, 2025.

  94. 2024 Performance-Based Awards

    | | 2026 Base Salary | Change v. 2025 | 2026 Target Annual Incentive Opportunity | Change v. 2025 | 2026 Grant Value of Long- Term Incentive Awards(1) | Change v. 2025(1) | 2026 Target Total Direct Compensation | Change v. 2025 | | Mr. Stengle | $950,000 | –% | 140% | –% | $4,649,997 | N/A | $6,929,997 | N/A | | Ms. Kussow | $645,000 | 2% | 100% | –% | $1,700,008 | 21% | $2,990,008 | 12% | | Mr. White | $507,000 | 2% | 80% | –% | $900,002 | 26% | $1,812,602 | 13% | | Ms. Pritchett | $380,000 | 11% | 70% | –% | $449,993 | 84% | $1,095,993 | 32% |

  95. 2024 Performance-Based Awards

    | (1) The dollar amount of the long-term incentive awards, and the percentage change versus 2025, is based on the grant value of such awards (i.e., the number of RSUs granted at target performance, multiplied by the stock price on the date of grant). |

  96. 2024 Performance-Based Awards

    Performance at the threshold level of achievement for a performance objective will result in vesting of 50% for each of the Adjusted EBITDA and relative TSR objectives. Performance at the target and maximum level of achievement will result in vesting of 100% and 175%, respectively, for such objectives. Vesting percentages will be interpolated for performance between the levels. No additional RSUs beyond the target RSUs will be issued on the relative TSR performance objective if our compound annual TSR is negative for the performance period. Compensation Committee Report The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on the review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included herein. Respectfully submitted by the Compensation Committee of the Board, COMPENSATION COMMITTEE Jordan R. Asher, Chair Mark Fioravanti Lee S. Wielansky

  97. 2024 Performance-Based Awards

    | Name and Principal Position (1) | Year | Salary ($) | Bonus ($) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($) (4) | Total ($) | | Nikolas W. Stengle Chief Executive Officer | 2025 | 229,310 | 370,000 | 4,283,968 | 403,571 | 20,806 | 5,307,655 | | Dawn L. Kussow Executive Vice President and Chief Financial Officer | 2025 | 630,000 | 100,000 | 1,416,685 | 1,129,184 | 29,208 | 3,305,077 | | | 2024 | 600,000 | – | 1,021,466 | 494,630 | 17,721 | 2,133,817 | | | 2023 | 516,461 | – | 714,533 | 375,677 | 6,660 | 1,613,331 | | Chad C. White Executive Vice President, General Counsel and Secretary | 2025 | 495,000 | 100,000 | 723,523 | 904,641 | 8,846 | 2,232,010 | | | 2024 | 485,000 | – | 715,025 | 612,177 | 8,481 | 1,820,683 | | | 2023 | 475,000 | – | 689,016 | 352,581 | 8,826 | 1,525,423 | | Jaclyn Pritchett Executive Vice President and Chief Human Resources Officer | 2025 | 343,000 | – | 247,921 | 348,300 | 6,385 | 945,606 | | Benjamin J. Ricci Former Division Vice President – East Division | 2025 | 385,000 | – | 251,490 | 255,558 | 6,362 | 898,410 | | Denise W. Warren Former Interim Chief Executive Officer | 2025 | 431,538 | – | 999,999 | – | 289,785 | 1,721,322 | | Lucinda M. Baier Former President and Chief Executive Officer | 2025 | 285,287 | – | 5,084,748 | 1,284,882 | 3,733,091 | 10,388,008 | | | 2024 | 1,020,000 | – | 5,107,316 | 3,655,186 | 10,921 | 9,793,423 | | | 2023 | 990,000 | – | 3,193,334 | 1,258,419 | 9,254 | 5,451,007 | | H. Todd Kaestner Former Executive Vice President – Corporate Development and President – CCRCs | 2025 | 347,414 | – | 521,140 | 418,983 | 885,268 | 2,172,805 | | | 2024 | 460,000 | – | 495,413 | 523,187 | 9,646 | 1,488,246 | | | 2023 | 445,000 | – | 469,550 | 330,313 | 8,798 | 1,253,661 |

  98. Summary Compensation Table for 2025

    Summary Compensation Table for 2025

  99. Summary Compensation Table for 2025

    | (3) For 2025, Non-Equity Incentive Plan Compensation includes the following. |

  100. Summary Compensation Table for 2025

    | | 2025 Annual Cash Incentive Earned | Vesting of the Fourth Tranche of Performance-Based Cash Long-Term Incentive Awards Granted in 2021 | Payout of 2025 Tranche of Time-Based Cash Long-Term Incentive Awards Granted in 2021 | | Mr. Stengle | $403,571 | $– | $– | | Ms. Kussow | $1,106,243 | $12,261 | $10,680 | | Mr. White | $812,083 | $92,558 | $– | | Ms. Pritchett | $324,806 | $12,556 | $10,938 | | Mr. Ricci | $242,359 | $– | $13,199 | | Ms. Baier | $491,327 | $793,555 | $– | | Mr. Kaestner | $349,385 | $69,598 | $– |

  101. Summary Compensation Table for 2025

    | (4) For each of the named executive officers, the 2025 amount includes the employer matching contribution to our 401(k) Plan and premiums on Company-provided life and disability insurance. For Mr. Stengle and Ms. Kussow, the 2025 amount also includes relocation expense allowance in the amount of $20,538 and $23,036, respectively. For Ms. Warren, the 2025 amount includes the following compensation awarded to, earned by, or paid to her for the year ended December 31, 2025: (i) $129,787 fees paid in cash for service as a non-employee director and Non-Executive Chairman for portions of 2025, including $20,000 in additional compensation paid to her for stockholder relations matters, and (ii) $159,998, which represents the grant date fair value of the annual grant of equity for the previous year served as a non-employee director awarded on February 12, 2025, consisting of 32,454 immediately vested shares. For Ms. Baier and Mr. Kaestner, the 2025 amount also includes severance payments following their respective departures. See “Payments in Connection with Certain Departures” below for further information. |

  102. Summary Compensation Table for 2025

    | 2026 PROXY STATEMENT | 55 |

  103. Summary Compensation Table for 2025

    Grants of Plan-Based Awards The following table summarizes grants of plan-based awards made to our named executive officers in 2025. 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 (except with respect to Mr. Ricci). Due to their respective departures, Ms. Baier and Mr. Kaestner subsequently forfeited certain long-term incentive awards granted in February 2025. See “Payments in Connection with Certain Departures” below for a summary of payments made in connection with the departures of Ms. Baier and Mr. Kaestner on April 13, 2025 and September 30, 2025, respectively.

  104. Summary Compensation Table for 2025

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Stengle | – (1) | 80,259 | 321,034 | 642,069 | | | | | | | | 10/6/2025 (2) | | | | 118,298 | 236,596 | 709,788 | | 3,018,965 | | | 10/6/2025 (3) | | | | | | | 157,731 | 1,265,003 | | Ms. Kussow | – (1) | 220,000 | 880,000 | 1,760,000 | | | | | | | | 2/12/2025 (4) | | | | 70,994 | 141,988 | 212,982 | | 716,684 | | | 2/12/2025 (5) | | | | | | | 141,988 | 700,001 | | Mr. White | – (1) | 161,500 | 646,000 | 1,292,000 | | | | | | | | 2/12/2025 (4) | | | | 36,258 | 72,515 | 108,773 | | 366,020 | | | 2/12/2025 (5) | | | | | | | 72,516 | 357,504 | | Ms. Pritchett | – (1) | 60,025 | 240,100 | 480,200 | | | | | | | | 2/12/2025 (4) | | | | 12,424 | 24,848 | 37,272 | | 125,420 | | | 2/12/2025 (5) | | | | | | | 24,848 | 122,501 | | Mr. Ricci | – (1) | 67,375 | 269,500 | 539,000 | | | | | | | | 2/12/2025 (4) | | | | 6,339 | 12,677 | 19,016 | | 63,988 | | | 2/12/2025 (5) | | | | | | | 38,033 | 187,503 | | Ms. Warren | 4/25/2025 (6) | | | | | | | 158,730 | 999,999 | | Ms. Baier | – (1) | 97,711 | 390,844 | 781,687 | | | | | | | | 2/13/2025 (4) | | | | 235,405 | 470,810 | 706,215 | | 2,584,747 | | | 2/13/2025 (5) | | | | | | | 470,810 | 2,500,001 | | Mr. Kaestner | – (1) | 69,483 | 277,931 | 555,862 | | | | | | | | 2/12/2025 (4) | | | | 26,116 | 52,231 | 78,347 | | 263,636 | | | 2/12/2025 (5) | | | | | | | 52,232 | 257,504 |

  105. Summary Compensation Table for 2025

    | (1) Amounts represent the threshold, target, and maximum payout levels under our 2025 annual incentive plan applicable to each named executive officer, as described above. The actual payouts are reported in the Summary Compensation Table as Non-Equity Incentive Plan Compensation for 2025 in the following amounts: Mr. Stengle–$403,571; Ms. Kussow–$1,106,243; Mr. White–$812,083; Ms. Pritchett–$324,806; Mr. Ricci–$242,359; Ms. Baier–$491,327; and Mr. Kaestner–$349,385. |

  106. Summary Compensation Table for 2025

    | (2) Represents performance-based RSUs granted under our 2024 Omnibus Incentive Plan, which are eligible to vest on October 6, 2028, subject to continued employment and the achievement of the specified stock price hurdles. Each RSU is payable in the form of one share of our common stock upon vesting. The values of the RSUs reported in the table represent the grant date fair values computed in accordance with ASC 718, which was 59.1% more than the grant value (i.e., number of RSUs granted at target performance level, multiplied by the closing price on the date of grant). Achievement at the threshold, target, stretch, and maximum or above performance levels will result in vesting of 50%, 100%, 200%, and 300% of the |

  107. Summary Compensation Table for 2025

    | 56 | |

  108. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  109. Grants of Plan-Based Awards

    | target number of RSUs, respectively, and vesting percentages will be interpolated for performance between the levels set forth in the award agreements (as described previously). Failure to achieve the threshold performance level will result in forfeiture of all such RSUs. The grant value of the awards (which is equal to the number of RSUs granted multiplied by the closing price on the date of grant) assuming achievement at or above the maximum performance level was $5,692,500. |

  110. Grants of Plan-Based Awards

    | (3) Represents time-based RSUs granted under our 2024 Omnibus Incentive Plan which are eligible to vest ratably in three annual installments beginning on October 6, 2026, subject to continued employment. Each RSU is payable in the form of one share of our common stock upon vesting. |

  111. Grants of Plan-Based Awards

    | (4) Represents performance-based RSUs granted under our 2024 Omnibus Incentive Plan, which are eligible to vest on February 27, 2028, subject to continued employment (except with respect to Ms. Baier and Mr. Kaestner) and the achievement of year-over-year same community RevPAR growth performance targets for years 2025, 2026, and 2027 and 3-year relative TSR performance targets. Each RSU is payable in the form of one share of our common stock upon vesting. The values of the RSUs related to the RevPAR growth performance targets reported in the table represent the grant date fair values computed in accordance with ASC 718, which are equivalent to the grant values (i.e., number of RSUs granted at target performance level, multiplied by the closing price on the date of grant). The values of the RSUs related to the TSR performance targets reported in the table represent the grant date fair values computed in accordance with ASC 718, which were for all NEOs (except Ms. Baier) 9.5% more (and for Ms. Baier, 13.6% more) than the grant values (i.e., number of RSUs granted at target performance level, multiplied by the closing price on the date of grant). Achievement at the threshold, target, and maximum or above performance levels will result in vesting of 50%, 100%, and 150% of the target number of RSUs, respectively (provided that no additional shares beyond the target number of RSUs will be issued with respect to the TSR tranche if our compound annual TSR is negative for the performance period), and vesting percentages will be interpolated for performance between the levels set forth in the award agreements (as described previously). Failure to achieve the threshold performance level for any tranche will result in forfeiture of all such RSUs in that tranche. The grant values of the awards (which for the RevPAR performance targets is equal to the number of RSUs granted multiplied by the closing price on the date of grant and for the TSR performance targets is equal to the number of RSUs granted multiplied by the fair value on the date grant) assuming achievement at or above the maximum performance level were: Ms. Kussow–$1,050,001; Mr. White–$536,248; Ms. Pritchett–$183,751; Mr. Ricci–$93,746; Ms. Baier–$3,750,002; and Mr. Kaestner–$386,248. See “Payments in Connection with Certain Departures” below for a summary of the treatment of Ms. Baier’s and Mr. Kaestner’s awards upon their respective departures. |

  112. Grants of Plan-Based Awards

    | (5) Represents time-based RSUs granted under our 2024 Omnibus Incentive Plan which are eligible to vest ratably in three annual installments beginning on February 27, 2026, subject to continued employment. Each RSU is payable in the form of one share of our common stock upon vesting. See “Payments in Connection with Certain Departures” below for a summary of the treatment of Ms. Baier’s and Mr. Kaestner’s awards upon their respective departures. |

  113. Grants of Plan-Based Awards

    | (6) Represents time-based RSUs granted under our 2024 Omnibus Incentive Plan which were eligible to vest on the earlier of the following: (1) the one-year anniversary of the grant date; (2) the start date of a new Chief Executive Officer of the Company; or (3) upon Ms. Warren’s termination following a change in control. The shares vested on October 6, 2025 in connection with the appointment of Mr. Stengle as Chief Executive Officer. |

  114. Grants of Plan-Based Awards

    | 2026 PROXY STATEMENT | 57 |

  115. Grants of Plan-Based Awards

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the outstanding equity awards held by each of our named executive officers as of December 31, 2025, with market values of such awards based on $10.79 per share, the closing market price of our stock on December 31, 2025.

  116. Grants of Plan-Based Awards

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mr. Stengle | 10/6/2025 (1) | 57,980 | 625,604 | – | – | | | 10/6/2025 (2) | – | – | 86,970 | 938,406 | | | 10/6/2025 (1) | 99,751 | 1,076,313 | – | – | | | 10/6/2025 (2) | – | – | 149,626 | 1,614,465 | | Ms. Kussow | 2/10/2022 (3) | 5,826 | 62,863 | – | – | | | 2/10/2022 (4) | 1,577 | 17,016 | – | – | | | 2/15/2023 (3) | 59,322 | 640,084 | – | – | | | 2/15/2023 (5) | 84,237 | 908,917 | – | – | | | 2/15/2024 (6) | 52,995 | 571,816 | – | – | | | 2/15/2024 (7) | 15,103 | 162,961 | 39,747(9) | 428,870 | | | 2/12/2025 (6) | 141,988 | 1,532,051 | – | – | | | 2/12/2025 (8) | 36,668 | 395,648 | 88,744(10) | 957,548 | | Mr. White | 2/10/2022 (3) | 14,773 | 159,401 | – | – | | | 2/10/2022 (4) | 11,996 | 129,437 | – | – | | | 2/15/2023 (3) | 57,204 | 617,231 | – | – | | | 2/15/2023 (5) | 81,230 | 876,472 | – | – | | | 2/15/2024 (6) | 37,097 | 400,277 | – | – | | | 2/15/2024 (7) | 10,572 | 114,072 | 27,823(9) | 300,210 | | | 2/15/2025 (6) | 72,516 | 782,448 | – | – | | | 2/15/2025 (8) | 18,726 | 202,054 | 45,324(10) | 489,046 | | Ms. Pritchett | 2/10/2022 (3) | 5,114 | 55,180 | – | – | | | 2/10/2022 (4) | 4,153 | 44,811 | – | – | | | 2/15/2023 (3) | 19,068 | 205,744 | – | – | | | 2/15/2023 (5) | 27,077 | 292,161 | – | – | | | 2/15/2024 (6) | 12,189 | 131,519 | – | – | | | 2/15/2024 (7) | 3,474 | 37,484 | 9,143(9) | 98,653 | | | 2/15/2025 (6) | 24,848 | 268,110 | – | – | | | 2/15/2025 (8) | 6,417 | 69,239 | 15,530(10) | 167,569 | | Mr. Ricci | 2/10/2022 (3) | 5,967 | 64,384 | – | – | | | 2/10/2022 (4) | 1,615 | 17,426 | – | – | | | 2/15/2023 (3) | 31,780 | 342,906 | – | – | | | 2/15/2023 (5) | 15,043 | 162,314 | – | – | | | 2/15/2024 (6) | 23,053 | 248,742 | – | – | | | 2/15/2024 (7) | 2,190 | 23,630 | 5,764(9) | 62,194 | | | 2/15/2025 (6) | 38,033 | 410,376 | – | – | | | 2/15/2025 (8) | 3,274 | 35,326 | 7,925(10) | 85,511 |

  117. Grants of Plan-Based Awards

    | 58 | |

  118. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  119. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Ms. Baier | 2/10/2022 (4) | 92,273 | 995,626 | – | – | | | 2/15/2023 (5) | 104,980 | 1,132,734 | – | – | | | 2/15/2024 (7) | 75,517 | 814,828 | 99,369(9) | 1,072,192 | | | 2/12/2025 (8) | 121,586 | 1,311,913 | 58,845(10) | 634,938 | | Mr. Kaestner | 2/10/2022 (4) | 8,305 | 89,611 | – | – | | | 2/15/2023 (5) | 48,047 | 518,427 | – | – | | | 2/15/2024 (7) | 7,325 | 79,037 | 9,639(9) | 104,005 | | | 2/12/2025 (8) | 13,488 | 145,536 | 6,528(10) | 70,437 |

  120. Outstanding Equity Awards at Fiscal Year-End

    | (1) Represents time-based RSUs, the vesting of which is subject to continued employment. The awards are eligible to vest ratably in three annual installments beginning on October 6, 2026. |

  121. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents performance-based RSUs with the terms described in footnote 2 to the Grants of Plan-Based Awards Table. The number of RSUs reported represents the target level of performance due to the fact that for the period of October 6, 2025 to December 31, 2025 performance has exceeded the threshold level of achievement but was less than the target level of achievement. The final number of RSUs earned will be determined by the Committee following completion of the full performance period. |

  122. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents time-based RSUs, the vesting of which is subject to continued employment. The awards have vested or are eligible to vest ratably in four annual installments beginning on February 27 in the year following the year of grant. |

  123. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents performance-based RSUs which were eligible to vest on February 27, 2026 for which the Committee has certified the actual level of achievement of 81.2% of the targeted amount for the 3-year relative TSR tranche for the period of January 1, 2022 to December 31, 2024. |

  124. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents performance-based RSUs which were eligible to vest on February 27, 2026 for which the Committee has certified the actual level of achievement of 58% of the targeted amount for the 2023 tranche for the year-over-year RevPAR growth goal for 2023, that the 2024 tranche for the year-over-year RevPAR growth goal for 2024 did not meet the threshold level of achievement, and the actual level of achievement of 76% of the targeted amount for the 2025 tranche for the year-over-year RevPAR growth goal for 2025, and performance-based RSUs which are eligible to vest on February 27, 2027 subject to continued employment (except with respect to Ms. Baier and Mr. Kaestner) for which the Committee has certified the actual level of achievement of 150% of the target amount for the 3-year relative TSR tranche for the period January 1, 2023 to December 31, 2025. Upon the Committee’s determination that the target level of performance had not been achieved for the 2025 RevPAR tranche, the named executive officers forfeited the following number of RSUs on February 12, 2026: Ms. Kussow–7,119; Mr. White–6,864; Ms. Pritchett–2,288; Mr. Ricci–1,271; Ms. Baier–18,803; and Mr. Kaestner–4,678, which are not reflected in the table above. |

  125. Outstanding Equity Awards at Fiscal Year-End

    | (6) Represents time-based RSUs, the vesting of which is subject to continued employment. The awards have vested or are eligible to vest ratably in three annual installments beginning on February 27 in the year following the year of grant. |

  126. Outstanding Equity Awards at Fiscal Year-End

    | (7) Represents performance-based RSUs which are eligible to vest on February 27, 2027 subject to continued employment (except with respect to Ms. Baier and Mr. Kaestner) for which the Committee has certified that the 2024 tranche for the year-over-year RevPAR growth goal for 2024 did not meet the threshold level of achievement and the actual level of achievement of 76% of the targeted amount for the 2025 tranche for the year-over-year RevPAR growth for 2025. Upon the Committee’s determination that the target level of performance had not been achieved, the named executive officers forfeited the following number of RSUs on February 12, 2026: Ms. Kussow–4,770; Mr. White–3,339; Ms. Pritchett–1,097; Mr. Ricci–692; Ms. Baier–23,847; and Mr. Kaestner–2,313, which are not reflected in the table above. |

  127. Outstanding Equity Awards at Fiscal Year-End

    | (8) Represents performance-based RSUs which are eligible to vest on February 27, 2028 subject to continued employment (except with respect to Ms. Baier and Mr. Kaestner) for which the Committee has certified the actual level of achievement of 103.3% for the 2025 tranche for the year-over-year RevPAR growth for 2025. |

  128. Outstanding Equity Awards at Fiscal Year-End

    | (9) Represents performance-based RSUs with the terms described under “Status of Outstanding Performance-Based Awards Granted Prior to 2025—2024 Performance-Based Awards”. The number of RSUs reported represents the threshold level of performance with respect to RSUs eligible to vest on February 27, 2027 subject to continued employment (except with respect to Ms. Baier and Mr. Kaestner) for the 2026 tranche for the year-over-year RevPAR growth goal and the maximum level of performance with respect to the RSUs eligible to vest February 27, 2027 subject to continued employment (except with respect to Ms. Baier and Mr. Kaestner) based on our 3-year relative TSR for the period of January 1, 2024 to December 31, 2026. The number of RSUs reported for the 3-year relative TSR tranche represents the maximum level of performance due to the fact that for the period of January 1, 2024 to December 31, 2025 performance has exceeded the target level of achievement. The final number of RSUs earned will be determined by the Committee following completion of the full three-year performance period. |

  129. Outstanding Equity Awards at Fiscal Year-End

    | (10) Represents performance-based RSUs with the terms described in footnote 4 to the Grants of Plan-Based Awards Table. The number of RSUs reported represents the threshold level of performance for the 2026 and 2027 tranches for the year-over-year RevPAR growth goals and the maximum level of performance based on our 3-year relative TSR performance for the period of January 1, 2025 to December 31, 2027. The number of RSUs for the 3-year relative TSR tranche reported represents the maximum level of performance due to the fact that for the period of January 1, 2025 to December 31, 2025 performance has exceeded the target level of achievement. The final number of RSUs earned will be determined by the Committee following completion of the full respective performance periods. |

  130. Outstanding Equity Awards at Fiscal Year-End

    | 2026 PROXY STATEMENT | 59 |

  131. Outstanding Equity Awards at Fiscal Year-End

    Stock Vested for 2025 The following table summarizes the vesting of time- and performance-based RSUs and the value realized by our named executive officers as a result of such vesting during 2025.

  132. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Ms. Kussow | 73,949 | 433,341 | | Mr. White | 136,854 | 801,964 | | Ms. Pritchett | 45,495 | 262,510 | | Mr. Ricci | 44,078 | 259,243 | | Ms. Warren | 158,730 | 1,273,015 | | Mr. Kaestner | 155,370 | 1,067,016 | | Ms. Baier | 1,663,258 | 9,679,051 |

  133. Outstanding Equity Awards at Fiscal Year-End

    | (1) The value realized is based on the closing market price of the underlying stock on the date the shares vested. |

  134. Outstanding Equity Awards at Fiscal Year-End

    Pension Benefits None of our named executive officers participates in or has account balances in qualified or non-qualified defined benefit plans sponsored by us. The Committee may elect to adopt qualified or non-qualified defined benefit plans in the future if it determines that doing so is in our best interests. Nonqualified Deferred Compensation None of our named executive officers participates in or has an accrued benefit in non-qualified defined contribution plans or other non-qualified deferred compensation plans maintained by us. The Committee may elect to adopt non-qualified defined contribution plans or other non-qualified deferred compensation plans in the future if it determines that doing so is in our best interests.

  135. Outstanding Equity Awards at Fiscal Year-End

    | 60 | |

  136. Outstanding Equity Awards at Fiscal Year-End

    Potential Payments Upon Termination or Change in Control The following table sets forth potential amounts payable upon termination of employment or a change in control to our continuing named executive officers assuming termination of employment on December 31, 2025, with long-term equity incentive amounts based on $10.79 per share, the closing market price of our stock on December 31, 2025.

  137. Outstanding Equity Awards at Fiscal Year-End

    | Name/Benefit | Voluntary Resignation by Executive ($) | Termination by us for Cause ($) | Termination by us without Cause ($) | Termination by us without Cause following a Change in Control ($) | Termination by Executive for Good Reason ($) | Retirement ($) | Disability ($) | Death ($) | | Mr. Stengle | | | | | | | | | | Salary | – | – | 1,425,000 | 1,900,000 | 1,425,000 | – | – | – | | Pro-Rata Bonus (1) | – | – | 403,571 | 321,034 | 403,571 | – | 403,571 | 403,571 | | Severance Bonus | – | – | 1,995,000 | 2,660,000 | 1,995,000 | – | – | – | | PTO | – | – | – | – | – | – | – | – | | COBRA | – | – | – | – | – | – | – | – | | Accelerated Vesting of Long-Term Incentive Awards (2) | – | – | 567,295 | 4,254,789 | 567,295 | – | 567,295 | 567,295 | | Continuing Vesting of Long-Term Incentive Awards (3) | – | – | – | – | – | – | – | – | | Total | – | – | 4,390,866 | 9,135,823 | 4,390,866 | – | 970,866 | 970,866 | | Ms. Kussow | | | | | | | | | | Salary | – | – | 630,000 | 945,000 | 630,000 | – | – | – | | Pro-Rata Bonus (1) | – | – | 1,106,243 | 880,000 | 1,106,243 | – | 1,106,243 | 1,106,243 | | Severance Bonus | – | – | 630,000 | 945,000 | 630,000 | – | – | – | | PTO | 24,230 | 24,230 | 24,230 | 24,230 | 24,230 | 24,230 | 24,230 | 24,230 | | COBRA | – | – | – | – | – | – | – | – | | Accelerated Vesting of Long-Term Incentive Awards (2) | – | – | 2,544,001 | 5,869,253 | – | – | 2,544,001 | 2,544,001 | | Continuing Vesting of Long-Term Incentive Awards (3) | – | – | – | – | – | – | – | – | | Total | 24,230 | 24,230 | 4,934,474 | 8,663,483 | 2,390,473 | 24,230 | 3,674,474 | 3,674,474 | | Mr. White | | | | | | | | | | Salary | – | – | 495,000 | 742,500 | 495,000 | – | – | – | | Pro-Rata Bonus (1) | – | – | 812,083 | 646,000 | 812,083 | – | 812,083 | 812,083 | | Severance Bonus | – | – | 396,000 | 594,000 | 396,000 | – | – | – | | PTO | 19,038 | 19,038 | 19,038 | 19,038 | 19,038 | 19,038 | 19,038 | 19,038 | | COBRA | – | – | – | – | – | – | – | – | | Accelerated Vesting of Long-Term Incentive Awards (2) | – | – | 2,135,255 | 4,168,426 | – | – | 2,135,255 | 2,135,255 | | Continuing Vesting of Long-Term Incentive Awards (3) | – | – | – | – | – | – | – | – | | Total | 19,038 | 19,038 | 3,857,376 | 6,169,964 | 1,722,121 | 19,038 | 2,966,376 | 2,966,376 |

  138. Outstanding Equity Awards at Fiscal Year-End

    | 2026 PROXY STATEMENT | 61 |

  139. Outstanding Equity Awards at Fiscal Year-End

    | Name/Benefit | Voluntary Resignation by Executive ($) | Termination by us for Cause ($) | Termination by us without Cause ($) | Termination by us without Cause following a Change in Control ($) | Termination by Executive for Good Reason ($) | Retirement ($) | Disability ($) | Death ($) | | Ms. Pritchett | | | | | | | | | | Salary | – | – | 343,000 | 514,500 | 343,000 | – | – | – | | Pro-Rata Bonus (1) | – | – | 324,806 | 240,100 | 324,806 | – | 324,806 | 324,806 | | Severance Bonus | – | – | 240,100 | 360,150 | 240,100 | – | – | – | | PTO | 13,192 | 13,192 | 13,192 | 13,192 | 13,192 | 13,192 | 13,192 | 13,192 | | COBRA | – | – | 28,701 | 43,051 | – | – | – | – | | Accelerated Vesting of Long-Term Incentive Awards (2) | – | – | 718,291 | 1,403,973 | – | – | 718,291 | 718,291 | | Continuing Vesting of Long-Term Incentive Awards (3) | – | – | – | – | – | – | – | – | | Total | 13,192 | 13,192 | 1,668,090 | 2,574,966 | 921,098 | 13,192 | 1,056,289 | 1,056,289 | | Mr. Ricci (4) | | | | | | | | | | Salary | – | – | 288,750 | 288,750 | – | – | – | – | | Pro-Rata Bonus (1) | – | – | – | 269,500 | – | – | 242,359 | 242,359 | | Severance Bonus | – | – | 67,375 | 134,750 | – | – | – | – | | PTO | 5,360 | 5,360 | 5,360 | 5,360 | 5,360 | 5,360 | 5,360 | 5,360 | | COBRA | – | – | – | – | – | – | – | – | | Accelerated Vesting of Long-Term Incentive Awards (2) | – | – | 714,255 | 1,469,879 | – | – | 714,255 | 714,255 | | Continuing Vesting of Long-Term Incentive Awards (3) | – | – | – | – | – | 791,468 | – | – | | Total | 5,360 | 5,360 | 1,075,740 | 2,168,239 | 5,360 | 796,828 | 961,974 | 961,974 |

  140. Outstanding Equity Awards at Fiscal Year-End

    | (1) The amounts listed in the applicable columns represent the amount payable to the named executive officer under the 2025 annual incentive plans, and for “Termination by us without Cause,” “Terminations by Executive for Good Reason,” and terminations due to “Disability” and “Death” based on our actual performance in 2025. |

  141. Outstanding Equity Awards at Fiscal Year-End

    | (2) The amounts in the applicable columns include accelerated vesting of long-term incentive awards pursuant to the severance terms of the applicable award agreements described below. With respect to the amounts set forth for “Termination by us without Cause”, and terminations due to “Disability” and “Death” for the named executive officers included in the table (except Mr. Stengle), the reported amounts: (i) include the future vesting amount of the fourth tranche of the performance-based RSUs granted in 2022 after giving effect to our actual performance for the performance period ended December 31, 2024; (ii) include the future vesting amount of the first and third tranches and 75% of the fourth tranche of the performance-based RSUs granted in 2023 after giving effect to our actual performance for the performance periods ended December 31, 2023 and 2025; (iii) exclude the second tranche of the performance-based RSUs granted in 2023 due to the threshold level of performance for the RevPAR growth objective not being achieved for the performance period ending December 31, 2024; (iv) exclude the first tranche of the performance-based RSUs granted in 2024 due to the threshold level of performance for the RevPAR growth objective not being achieved for the performance period ending December 31, 2024; (v) include the future vesting amount of the second tranche of the performance-based RSUs granted in 2024 after giving effect to our actual performance for the performance period ended December 31, 2025; (vi) exclude the potential future vesting of the third tranche and 66.67% of the fourth tranche of the outstanding 2024 performance-based RSUs, which have performance periods ending subsequent to December 31, 2025; (vii) include the future vesting amount of the first tranche of the performance based RSUs granted in 2025 after giving effect to our actual performance for the period ended December 31, 2025; and (viii) exclude the potential future vesting amount of the second and third tranches and 33.33% of the fourth tranche of the outstanding 2025 performance-based RSUs, which have performance periods ending subsequent to December 31, 2025. See below for a description of the treatment of certain terminations of employment under the outstanding long-term incentive awards. Assuming threshold level performance for the fourth tranche of the 2024 performance-based RSUs and the fourth tranche of the 2025 performance-based RSUs referenced in (vi) and (viii), the named executive officers included in the table (other than Mr. Stengle) would have been entitled to the following additional amounts for “Termination by us without Cause”, and terminations due to “Disability” and “Death”: Ms. Kussow–$135,317; Mr. White–$82,630; Ms. Pritchett–$27,612; and Mr. Ricci–$16,066. Assuming target level performance for the fourth tranche of the 2024 performance-based RSUs and the fourth tranche of the 2025 performance-based RSUs |

  142. Outstanding Equity Awards at Fiscal Year-End

    | 62 | |

  143. Outstanding Equity Awards at Fiscal Year-End

    | referenced in (vi) and (viii), the named executive officers included in the table (other than Mr. Stengle) would have been entitled to the following additional amounts for “Termination by us without Cause”, and terminations due to “Disability” and “Death”: Ms. Kussow–$270,613; Mr. White–$165,260; Ms. Pritchett–$55,212; and Mr. Ricci–$32,133. Assuming maximum level performance for the fourth tranche of the 2024 performance-based RSUs and the fourth tranche of the 2025 performance-based RSUs referenced in (vi) and (viii), the named executive officers included in the table (other than Mr. Stengle) would have been entitled to the following additional amounts for “Termination by us without Cause”, and terminations due to “Disability” and “Death”: Ms. Kussow–$405,931; Mr. White–$247,911; Ms. Pritchett–$82,835; and Mr. Ricci–$48,199. For Mr. Stengle, the reported amounts set forth for “Termination by us without Cause”, terminations due to “Disability” and “Death,” and “Termination by Executive for Good Reason,” excludes a prorated portion of his performance-based RSUs granted in 2025, which have performance periods ending subsequent to December 31, 2025. Assuming threshold, target, stretch, and maximum levels performance, respectively, for Mr. Stengle’s 2025 performance-based RSUs, he would have been entitled to the following amounts for “Termination by us without Cause”, terminations due to “Disability” and “Death,” and “Termination by Executive for Good Reason”: threshold–$102,117; target–$204,233; stretch–$408,455; and maximum–$612,689. |

  144. Outstanding Equity Awards at Fiscal Year-End

    | (3) The amounts in the applicable columns include continued vesting of long-term incentive awards for Mr. Ricci, who is retirement eligible, pursuant to the retirement provisions of the applicable award agreements described below. |

  145. Outstanding Equity Awards at Fiscal Year-End

    | (4) As Division Vice President, Mr. Ricci was eligible to participate in the Tier II Severance Policy through December 31, 2025. |

  146. Outstanding Equity Awards at Fiscal Year-End

    Severance Arrangements Our employment agreement with Mr. Stengle, separation agreements with Ms. Baier and Mr. Kaestner, and the Severance Policies provide for severance payments and benefits for certain terminations of employment of our named executive officers. In addition, long-term incentive award agreements with the named executive officers provide for the treatment of outstanding long-term incentive awards upon certain terminations of employment. Summaries of such arrangements are set forth below. Unless otherwise indicated, “cause,” “good reason,” and “change in control” are defined in the respective Severance Policy or, with respect to the outstanding long-term incentive award agreements, our 2014 Omnibus Incentive Plan, our 2024 Omnibus Incentive Plan, or such long-term incentive award agreements, as applicable. In addition to the severance pay and benefits described below, upon any termination of a named executive officer’s employment, the executive will be entitled to receive a payout of up to 80 hours of the executive’s paid time off (PTO) balance. Upon termination of a named executive officer’s employment due to death or disability, our annual incentive plan provides that the annual bonus will be paid to the extent earned, pro-rated based on the number of days employed during the year. Payments in Connection with Certain Departures

  147. Definitions of Change in Control, Cause, and Good Reason

    | Year | CEO | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (2) | Average Summary Compensation Table Total for Non-CEO NEOs (1) | Average Compensation Actually Paid to Non-CEO NEOs (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (in ‘000s) | RevPAR | | | | | | | | TSR (3) | Peer Group TSR (3) | | | | 2025 | Baier | $10,388,008 | $8,847,128 | | | | | | | | | Warren | $1,721,322 | $2,154,336 | | | | | | | | | Stengle | $5,307,655 | $7,315,567 | $1,910,782 | $3,520,746 | $243.57 | $148.36 | $(262,746) | $5,134 | | 2024 | Baier | $9,793,423 | $6,395,973 | $1,588,863 | $1,120,402 | $113.54 | $129.46 | $(201,994) | $4,858 | | 2023 | Baier | $5,451,007 | $12,772,899 | $1,259,057 | $1,636,071 | $131.38 | $126.21 | $(189,070) | $4,577 | | 2022 | Baier | $6,645,889 | $3,002,581 | $1,451,986 | $902,745 | $61.63 | $123.67 | $(238,340) | $4,113 | | 2021 | Baier | $5,300,248 | $5,953,982 | $1,249,993 | $1,123,296 | $116.48 | $126.13 | $(99,364) | $3,734 |

  148. Definitions of Change in Control, Cause, and Good Reason

    | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine compensation actually paid as reported in the Pay versus Performance Disclosure Table above. The following table details the applicable adjustments that were made to determine compensation actually paid (all amounts are averages for the NEOs other than the CEOs). |