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    SEC Form DEFA14A filed by Brookdale Senior Living Inc.

    6/11/25 4:01:42 PM ET
    $BKD
    Hospital/Nursing Management
    Health Care
    Get the next $BKD alert in real time by email
    DEFA14A 1 d936014ddefa14a.htm DEFA14A DEFA14A
     
     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 14A

    (Rule 14a-101)

    Proxy Statement Pursuant to Section 14(a) of the

    Securities Exchange Act of 1934

     

     

    Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

    Check the appropriate box:

    ☐ Preliminary Proxy Statement

    ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    ☐ Definitive Proxy Statement

    ☒ Definitive Additional Materials

    ☐ Soliciting Material Pursuant to §240.14a-12

    Brookdale Senior Living Inc.

    (Name of Registrant as Specified In Its Charter)

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    Payment of Filing Fee (Check the appropriate box):

    ☒ No fee required.

    ☐ Fee paid previously with preliminary materials.

    ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

     

     
     


    LOGO

    The Right Board The Right Strategy June 2025


    LOGO

    Brookdale Is a Unique Senior Living Provider – Combining Unmatched Scale, Purpose-Driven Care, and Operational Expertise Brookdale has the largest geographic footprint(1) with access to the largest pool of seniors in the U.S. compared to any other operator, coupled with nearly 50 years of operating experience, industry leading scale, and portfolio mix best positioned to meet rising demand Brookdale is the Largest Senior Living Operator(1) in the U.S…. 647 Geographically Diverse, High-Quality Communities Across 41 States Q1’25 Portfolio Mix(2) 8% 31% … 61% OWNED LEASED MANAGED 383 locations 236 locations 28 locations 34k units 17k units 4k units 41 states 26 states $10M mgmt. fees(3) Source: Company filings and press releases. (1) As per number of units under operations. As reported by American Seniors Housing Association in the 2024 ASHA 50 report. (2) Number of units at period end. (3) Represents annual management fees. …Founded on a Mission of Compassionate, People-Centric Care… Strong Expertise ~10% of workforce are nurses with focus on evidence-based clinical practices and protocols Broad product offerings provide seamless support across continuum of care Holistic Wellness Approach Highly-individualized care and personal service offering homelike setting with resident and social engagement Nationally-ranked training and development programs Care Comes First Senior living leader in value-based care Brookdale HealthPlus® provides an innovative care delivery model with care coordination Resulting in Industry Recognition for Quality, Impact, and Leadership #1 Senior Living Operator(1) 2


    LOGO

    Senior Living Requires Hospitality, Real Estate, and Healthcare – Brookdale Does It All HOSP TAL Ability to Serve ~58K Senior Residents Serves up to 3 meals daily in a welcoming Brookdale elevates the senior atmosphere with an attentive staff, healthy living experience through menu options, and special care for residents personalized hospitality that in Brookdale’s memory care communities fosters community, comfort, and dignity A TE H S T E L A E R ~650 Communities ~10% of Brookdale’s Brookdale’s geographically diverse, Workforce are Nurses high-quality, purpose-driven Additionally, the Brookdale HealthPlus® communities are committed to program allows for community-based, resident well-being, providing a With one of the largest dale delivers high quality living portfolios in the c t scale, with industry- proactive care coordination, improving community, home, and safe haven quality of life and reducing during times of uncertainty such as Brookdale strategically owns and leading clinical programs and the operates communities designed to Brookdale HealthPlus® program emergency/urgent care visits and wildfires and the pandemic hospitalizations support aging among a integrating clinical care and care community of friends coordination to support seniors’ evolving health needs Source: Company filings and press releases as of Q1‘25. 3


    LOGO

    Brookdale Senior Living Is Well-Positioned and Is Successfully Executing its Strategy Positioned to Deliver Meaningful Shareholder Value Board Began Implementation of CEO Succession Plan in November 2024 Independent, Refreshed, and Experienced Composition of the Board Is Driving Greater Accountability, Is Executing Our Strategy, and Is Aligned with All Shareholders Ortelius, a ~1% Shareholder, Is Seeking to Take Control of the Board and Is Proposing Strategic Actions – The Majority of Which Are Already Underway Ortelius’ Actions Could Undermine Our Progress and Impair Our Ability to Identify a New CEO 4


    LOGO

    Ortelius’ Brookdale Campaign Is Executing to Seize a Clear Control Strategy Undermines to Drive Long Our -Progress Term Shareholder Value – Largest operator in the senior living sector, strategically positioned to serve an older population that is growing An attractive owned asset base (increasing from 66% to 75% by 2025 year-end), underpinning the Company’s intrinsic value Board and management streamlined operations, simplified the business, rationalized the lease portfolio, and reduced leverage Positioned to Deliver Meaningful Shareholder With a same community weighted average occupancy rate of 80.6%(1), Brookdale is poised to capitalize on the operating leverage Value of its high fixed cost business. Our focus on operations coupled with robust demographic and industry tailwinds will help deliver compelling and sustainable shareholder returns The Board and management are executing on five key initiatives to deliver meaningful shareholder value – improving operating performance, optimizing real estate portfolio, reinvesting capital into communities, reducing leverage, and ensuring high-quality environments for residents and associates Recognizing CEO change was necessary, the Board contacted Spencer Stuart, a leading executive search firm, in November 2024 to aid in succession planning Board Began The Board transitioned the Company’s former CEO in April 2025 upon receiving feedback from shareholders that immediate management change was preferred. The Board has a search well underway to identify the right CEO Implementation of CEO Succession Plan in Based on shareholder feedback, the Board determined to have Denise Warren step in as Interim CEO, reflecting shareholder November 2024 support for the Board The Board is interviewing CEO candidates now; originally, Brookdale had hoped to find a new CEO by June 2025 Ortelius’ disruptive campaign delayed the CEO search process Source: Company filings and press releases. (1) As of May 2025. 5


    LOGO

    Ortelius’ Brookdale Campaign Is Executing to Seize a Clear Control Strategy Undermines to Drive Long Our -Progress Term Shareholder (Cont’d) Value – Independent, Refreshed, and Experienced Composition of the Board Is Driving Greater Accountability, Is Executing Our Strategy, and Is Aligned with All Shareholders The Board appointed four new independent directors in the past 12 months with deep healthcare, hospitality, operations, real estate, and senior living experience Following the Annual Meeting, if Brookdale’s nominees are elected, the Board will be composed of eight highly qualified and engaged directors, seven of whom are independent, with an average tenure of less than 4 years, well below the S&P 500 average of ~8 years Our Board composition reflects a thoughtful refreshment process based on the skillsets needed for Brookdale’s long-term strategy. Our directors include operators, marketers, healthcare leaders, and senior living, real estate, and sales professionals – all with relevant expertise, enabling informed oversight of Brookdale’s operating strategy, real estate portfolio, and regulatory landscape With a new CEO appointment, the majority of our Board will have served for approximately a year or less. Replacing additional directors now is not necessary, jeopardizes our progress, and could leave the Board without sufficient historical knowledge Ortelius, a ~1% Shareholder, Is Seeking to Take Control of the Board and Is Proposing Strategic Actions – The Majority of Which Are Already Underway Despite the Board and management’s attempts to engage constructively, Ortelius delayed speaking with us while demanding they receive control of the Board For nearly two months after nominating a slate to take control of the Board, Ortelius refused to engage meaningfully with the Company, precluded the Board from interviewing its nominees and presented no strategic plan for the changes it would like to see implemented When Ortelius finally shared their ideas, it was clear that most of their ideas were initiatives the Board and management team already have underway Ortelius’ initial refusal to make their director nominees available for interviews greatly inhibited the Board’s ability to consider any of the Ortelius nominees when refreshing its composition Despite our refreshment, Ortelius nominated six directors with predominantly real estate backgrounds (skills the Brookdale Board already possesses) or ones that are unnecessary for executing our strategy, while omitting skillsets critical to the business and critical for diversifying thought in healthcare, hospitality, and sales & marketing 6


    LOGO

    Ortelius’ of the Senior Claims Living are Not Industry Reflective of the Progress Brookdale has Made or the Realities Brookdale‘s Reality is Rooted in Sound Strategic Fundamentals and on Track to Deliver Shareholder Value ª Since 2022, Brookdale renegotiated leases for approximately 250 communities inherited by management and the Board. The last was VTR in December 2024. The leased portfolio is now Adjusted Free Cash Flow positive(1), and should contribute meaningfully to go forward operations Ortelius Claims… ª Since Q1‘21, Brookdale reduced the number of leased units by 19% (4,054 units), with another ~30% (6,125 units) reduction Leased Portfolio Is expected in 2025 Dilutive to Financials ª By year-end, Brookdale will have reduced its leased portfolio by ~50% since Q1’21 ª As part of the renegotiated leases since 2022, Brookdale received ~$140M of landlord funded CapEx to reinvest in the properties ª Our leases are contractual agreements that require significant time and costs to negotiate exits ª Bifurcation of the portfolio into a “GoodCo” and “BadCo” oversimplifies our portfolio ª Brookdale finances its properties via mortgage pools, bifurcating the portfolio would require renegotiation and possible breakage fees to separate “good” from “bad” ª The “bad”, most likely, would require capital injection to reduce debt levels to entice a lender to take on the existing mortgages Ortelius Claims… ª Not all “bad assets” are “bad”, some are simply on a slower recovery post-COVID and hold potential to deliver long-term value Bifurcation of “GoodCo / BadCo” ª Brookdale’s strategy focuses on orderly reduction of underperforming / non-core assets: ª Since 2014, we have sold or terminated leases on ~350 communities that no longer fit our strategic plan; 29 sold or terminated leases in the last 3 years and 69 planned terminations this year ª We currently have 14 underperforming communities for sale that are under a letter of intent or purchase agreement ª We are evaluating the next group of assets that will be moved along to a new owner to determine how best to maximize proceeds Source: Company filings, press releases, and presentations. (1) See page 53 for more information on Non-GAAP Financial Measures. 7


    LOGO

    Ortelius’ of the Senior Claims Living are Not Industry Reflective (Cont’d) of the Progress Brookdale has Made or the Realities Brookdale‘s Reality is Rooted in Sound Strategic Fundamentals and on Track to Deliver Shareholder Value ª exposure Adjusted EBITDA 11% 10% 7% 5% 9% 11% 12% Ortelius Claims… Margin(1) Financial Performance has COVID Period 2018 2019 2020 2021 2022 2023 2024 ª Comparing 2011 – 2017 average Adjusted EBITDA margins(1) to 2018 – 2024 is illogical given the significant industry impacts of COVID Declined Over the Additionally, book value is irrelevant for asset-heavy, depreciated businesses like Brookdale; value creation is driven by EBITDA. ª tangible Past 7 Years Value is removed from book value via depreciation. Tangible book value suffers from accounting treatment not operating performance ª Operational improvements yielded positive Adjusted Free Cash Flow(2) in second half of 2024 with expectation to be meaningfully Adjusted Free Cash Flow(2) positive in 2025 While Ventas, Inc. and Welltower Inc. provide relevant datapoints in their Senior Living Owned Portfolio (SHOP), they are not perfect comparables because of REIT structure, scale, type of asset, and cost of capital ª As diversified healthcare REITs, Welltower and Ventas do not solely own senior living communities, but also own real estate in REIT other areas such as outpatient medical, as well as long-term / post-acute care and life sciences / research, respectively ª Welltower and Ventas are materially larger than Brookdale with a market capitalization of $101B and $29B, respectively, as of Scale Ortelius Claims… 05/30/25 Brookdale Underperformed Type of ª Welltower’s senior housing segment is relatively more focused on Independent Living than Brookdale which is mainly the Last 7 Years Against Asset Assisted Living / Memory Care “Peers” Cost of ª Given their larger size and diversified REIT status, Welltower’s and Ventas’ cost of capital is lower than Brookdale, making Capital them less directly comparable when evaluating growth trajectory and ability to raise capital in the public markets Sonida Senior Living is the best comparable company to Brookdale Despite being a named shareholder ª Sonida is the only other publicly traded senior living operating company in the U.S. of Sonida, Ortelius excluded Sonida from the “Peers” set; Sonida is down (3) ª Similar portfolio mix to Brookdale with asset categories across AL, IL, and MC (52%) since the pre COVID period ª Sonida’s share price has underperformed Brookdale by (57%) over the last 6 years Source: Company filings, press releases, presentations, Ortelius 2025 definitive proxy statement, and FactSet as of May 30, 2025. (1) As calculated by Ortelius. The Company has not historically disclosed Adjusted EBITDA Margin. Ortelius’ calculation appears to be based on Company disclosures of Adjusted EBITDA and Total Revenue, which includes Reimbursed costs incurred on behalf of managed communities. See page 53 for more information on Non-GAAP Financial Measures. 8 (2) See page 53 for more information on Non-GAAP Financial Measures. (3) From 5/30/2019 to 5/30/2025. Pre COVID period accounts a 6-year timeframe to appropriately view the shock and volatility created by COVID.


    LOGO

    Ortelius’ COVID Impact Attacks Lack Credibility and Cherry Picks Timeframes Without Acknowledging Ortelius’ Claims Are Comparing Two Vastly Different Time Brookdale Successfully Bounced Back From the Pandemic Lows and Periods, Lacking Context, and Ignoring the Pandemic Continues to be on a Robust Path of Recovery and Growth Pandemic Unaffected Pandemic Affected Quarterly Results During Comparison Timeframe Timeframe Period The Reality of Brookdale’s Performance Q4’17 Q4’24 Strong occupancy growth over the last Occupancy four years with 1,270 bps(5) growth Rate since March 2021 2017 2024 Q1’25 marked the fourteenth NOI Margin(1) consecutive operating quarter income of year growth -over-year Adjusted 2011 to 2017 2018 to 2024 Adjusted EBITDA margin(2) is better EBITDA than 2019 continue levels and to increase is expected to Margin(2)(4) 2011 to 2017 2018 to 2024 Positive Q1’25 Adjusted Free Cash Free Cash Flow(4) with annual mid point guidance Flow(3)(4) of $40M in 2025 Source: Company filings, press releases, presentations, and Ortelius 2025 definitive proxy statement. (1) Ortelius refers to Net Operating Income (NOI) Margin, which is not a metric disclosed by the Company. The Company has (3) In the Ortelius 2025 Definitive Proxy Statement, Ortelius defined free cash flow as “operating cash flow minus capital historically disclosed Combined Segment Operating Income Margin, which appears to be calculated the same as Ortelius’ expenditures. Operating cash flow is net cash provided by operating activities per 10-K filings. Cumulative free cash flow is the calculation of NOI Margin. See page 53 for definitions. sum of annual free cash flows for the period noted.” The Company has historically disclosed Adjusted Free Cash Flow. See page (2) As calculated by Ortelius. The Company has not historically disclosed Adjusted EBITDA Margin. Ortelius’ calculation appears to 53 for the Company’s definition of Adjusted Free Cash Flow and more information on Non-GAAP Financial Measures. be based on Company disclosures of Adjusted EBITDA and Total Revenue, which includes Reimbursed costs incurred on behalf (4) See page 53 for more information on Non-GAAP Financial Measures. 9 of managed communities. See page 53 for more information on Non-GAAP Financial Measures. (5) As of May 2025.


    LOGO

    Brookdale’s Board is Taking Action to Deliver Long-Term Shareholder Value – Our Plan Is Working


    LOGO

    Brookdale Proactively Executes its Strategic Initiatives to Drive Long-Term Value Brookdale’s Board Regularly Assesses Strategic Options to Enhance Value and Will Continue to Do So Renegotiated all triple net leases with Welltower $179M invested in 2024 with $175 to 180M Capital planned capital expenditures in 2025 Capital Renegotiated master lease agreement with Partnerships Ventas three times Reinvestment Ensure our communities remain competitively with positioned in our core markets for the long-term with HC REITs Renegotiated master lease agreement Brookdale Actions Omega and amended lease with LTC Properties to Build Our 2018 sale of Battery Park complex for $194M Real Estate Portfolio Focusing efforts on assets that yield the greatest 2021 sale of Brookdale Healthcare Services for value for shareholders Rationalize By year-end, expect to exit another 55 M&A implied $500M valuation Real Estate non-core Opportunities Additional 11 previously leased communities leased communities and divest another 14 purchased in 2024 owned communities 2025 purchases of 25 Diversified Healthcare Trust and 5 Welltower previously leased communities 27% improvement in Q1’25 Adjusted EBITDA(1) Driving higher occupancy rates and robust cash flow Cost over prior year quarter Improve Adjusted Free Cash Flow(1) of $4M in Q1’25, an Operating Reported weighted average occupancy growth Brookdale Actions Containment increase of $30M over the prior year quarter of 140 bps in Q1’25 over the prior year Performance G&A(2) down to 5.1% QoQ of revenue in Q1’25 80% same community weighted average to Improve occupancy in Q1‘25 Operating Further improving resident satisfaction and well- Applying a portion of asset sale proceeds being through expanded programming and toward debt paydown Performance Ensure clinical HealthPlus® offerings Leverage Majority of debt refinanced through end of 2026 High Quality 10% of (1) Enhancing associate engagement and retention Reduction Every Adjusted EBITDA growth will yield Environments through development programs and career 1x de-levering, with ~10x leverage reduced since advancement pathways pandemic highs of 2022 (Q4‘22) Actions the Board previously initiated, yet Ortelius included in their proposal nonetheless Source: Company filings, press releases, and presentations . (1) See page 53 for more information on Non-GAAP Financial Measures. 11 (2) Excludes non-cash stock-based compensation expense and transition, legal & organizational restructuring costs.


    LOGO

    While Actively Solving Unfavorable Lease Terms… Legacy Leases Led to Pressure on Margins and Growth Brookdale has Taken Action Over the Years to Reorganize its Leased Portfolio Analysts Recognize the Scope of Lease Restructuring and are Optimistic of the Progress… Lease Renegotiation (April 2018) Restructured a portfolio of 128 communities, combining the portfolio to a single “We would not expect an overnight turnaround amid the company’s master lease significant lease exposure. We have been encouraged by the Rent credits over the term of the lease ($13M through 2019) progress… as it executes on an extended timeline of lease Transaction and Lease Restructure (January 2020) renegotiations… We believe these transactions represent measured Acquired 18 previously-leased communities progress toward addressing the significant operating lease overhang Restructured remaining 24-community lease inherited in early 2018.” Sold interest in 14-community unconsolidated CCRC venture Renegotiated Lease in Response to COVID (July 2020)—RBC, March 6, 2025 Reduced annual rent by $83M Eliminated some financial covenants Paid one time fee of $162M and transferred ownership of 5 communities Amended Master Lease (February 2023) …while Brookdale Continues Strategic Acquisitions to Expand its Owned Portfolio Lease included a portfolio of 35 properties that are smaller than average community size (17 of the 35 were renewed later in 2023) Declined to renew half of the leases due to unattractive option rate provided by landlord Joint Venture Renegotiated Triple-Net Leases (May 2023) Acquisition Acquisition Replaced covenant with a more favorable tangible net worth metric Acquisition 11 Communities 25 Communities Negotiated a $17M lessor-funded capital expenditure fund 5 Communities Retained Brookdale’s existing purchase options for all three Welltower leases 1,228 Units 875 Units 686 Units Amended Master Lease (August 2024) $300M Purchase $135M Purchase Price $175M Purchase Price Price Negotiated $80M in lessor funded CapEx through 2037 Renegotiated Lease on Favorable Terms (December 2024) Completed 12/17/24 Completed 02/27/25 Completed 02/27/25 Terminated leases on 55 communities (6,125 units) with underperforming metrics vs consolidated portfolio and ($31M) in cash flow on TTM basis Selling underperforming portions of purchased leased assets allows for increased Negotiated landlord funded CapEx pool of $35M flexibility and better financial performance Source: Company filings, press releases, and presentations. 12


    LOGO

    …And Successfully Navigating Through the COVID Crisis But Brookdale Demonstrated Consistent Performance and Outperformed Sonida COVID Exacerbated Industry Pressures Across Senior Living Operators Senior Living, the Only Other Publicly Traded Senior Living Operator Stock Performance Over Time 6-Year 5-Year 3-Year 2-Year 1-Year YTD’25 Brookdale 5.3% 77.9% 12.8% 89.8% (2.1%) 29.4% Sonida (51.7%) 163.3% (5.2%) 239.0% (11.8%) 5.7% S&P 500 112.0% 94.2% 42.2% 40.6% 12.9% 0.5% COVID Period(1) A 6-year timeframe is necessary to view the S&P 500: +112.0% shock and volatility created by COVID BKD: 5.3% Occupancy Declined SNDA: (51.7%) Move-ins dropped sharply due to health concerns, visitor restrictions, and excess mortality rates Rising Labor & Personal Protective Equipment Costs Operators faced staffing expenses and supply costs to meet safety 6-year view captures the prolonged impact of COVID and underscores protocols Brookdale’s sustained performance and consistent execution Operational Disruptions Infection control measures strained resources, reduced efficiency, and Brookdale stock outperformed Sonida’s both before COVID and disrupted care delivery during the recovery period since March 2020 Source: Company filings, press releases, presentations, and FactSet as of May 30, 2025. 13 (1) COVID period from March 2020 to May 2023 according to World Health Organization international public health emergency concern.


    LOGO

    These Despite Initiatives, Historically in Conjunction Challenging with COVID Significant Period Board Enhancements, Were Executed Sold Majority Stake in Board of Directors Sold Brookdale Acquired and Negotiated Renegotiated Ventas Renegotiated Board of Directors Board of Directors Brookdale Healthcare Refresh and CEO Battery Park for Healthpeak Restructured Leases in Response to Welltower Triple-Net Refresh Refresh Services for $500M Transition $194M Leases COVID Leases Implied Valuation 2018 2019 2020 2021 2023 Acquired Leased Renegotiated Ventas Acquired 5 Leased Acquired 25 Leased Board of Directors Renegotiated LTC Board of Directors Amended Omega Assets from Lease on Favorable Communities from Communities from Refresh and CEO Master Lease Refresh Master Lease Welltower Joint Terms Welltower Diversified Healthcare Transition Venture 2024 2025 With Continued Ongoing Review of M&A / Asset Lease Strategic Initiatives to Drive Value Board Updates Sale Renegotiation Source: Company filings, press releases, and presentations. 14


    LOGO

    Brookdale’s Ongoing Plan to Deliver Shareholder Value… Improve operating performance to drive higher occupancy, improve rates, and generate robust cash flow. We are intensifying our efforts to 1 bring underperforming communities to breakeven status with the use of SWAT teams. For our better performing communities, we are focusing on ways to drive Adjusted EBITDA(1) and Adjusted Free Cash Flow(1) to capitalize on fixed cost leverage Optimize our real estate portfolio to focus management’s efforts on assets that can yield the greatest value for shareholders. While our 2 portfolio once comprised more than 1,000 communities, the majority of which were leased, we now operate 647 consolidated communities, of which 236 are leased and 383 are owned. By year-end, we expect to have exited another 55 leased communities and divested another 14 non-core owned communities and are reviewing another group of assets that may no longer align with our strategic model 3 Reinvest capital into our communities, using a portion of asset sale proceeds and improving cash flow from operations. We invested $179M throughout 2024 and currently we have $175 to $180M investment planned throughout 2025 Reduce our leverage to maintain financial flexibility and resilience. The majority of our debt is refinanced through the end of 2026, and we 4 are applying a portion of asset sale proceeds toward debt reduction and working to reduce leverage meaningfully through continued Adjusted EBITDA(1) and cash flow growth. A 10% increase in Adjusted EBITDA(1) would result in ~1x annualized leverage reduction from current levels Invest in our residents, associates, and culture. Our HealthPlus® clinical offering will keep our residents healthier, while extending their length 5 of stay. We expect to continue improving resident satisfaction and operational excellence through expanded programming and enhancing associate engagement and retention through development programs, clear career advancement pathways, and leaning into our mission-driven culture Source: Company filings, press releases, and presentations. (1) See page 53 for more information on Non-GAAP Financial Measures. 15


    LOGO

    …And the Plan is Working The occupancy rates grew to 80.6% (same community weighted average in May 2025) and an end of month occupancy of 82.1% since the pandemic low of 69.4% (weighted average in March 2021) Since 2022, Brookdale renegotiated leases for approximately 250 communities inherited by management and the Board and reduced the number of leased units by 19% since Q1‘21 2025 Adjusted EBITDA(1) increased 27% YoY in Q1‘25 and up ~255% from Q1’21. Additionally, Adjusted EBITDA(1) midpoint guidance increased $7.5M in 2025 Leverage ratio reduced by nearly half over the prior two-year fiscal period. TTM Adjusted EBITDA after cash financing lease payments(1) more than doubled since 2022 resulting in ~10x Annualized Leverage reduction since pandemic highs of 2022 Brookdale HealthPlus® improved outcomes for residents(2) resulting in 80% fewer urgent care visits, 66% fewer hospitalizations, and a 91% annual wellness visit completion rate. HealthPlus® is expected to be in nearly 190 communities by 2025 year-end Real estate portfolio reduced from more than 1,000 in 2017 to less than 600 by year end 2025 Brookdale’s Management and Board Have Demonstrated Their Ability and Commitment to Drive Long-Term Shareholder Value Source: Company filings, press releases, and presentations. (1) See page 53 for more information on Non-GAAP Financial Measures. 16 (2) Compared with like residents in their home or competitors’ settings.


    LOGO

    of Eight Substantially Highly-Qualified Refreshed and Engaged Board Slate Directors Leading Brookdale’s Strategy


    LOGO

    Brookdale’s and Transformation Refreshed Board Slate is Overseeing the Company’s Continued Growth Our Board has significantly evolved, with 50% of Board slate appointed in the last year Jordan Asher, MD, MS Victoria Freed Independent Director: C, N Independent Director: C, N* Joined in 2020 Joined in 2019 Sole board-certified physician on the Board with Manages marketing for Royal Caribbean, a 20+ years in healthcare; guided care for 2,600+ $16B+ revenue public company – bringing hospitals and care sites for Ascension as Chief essential large-scale branding and customer Clinical Officer engagement expertise Former EVP and Chief Clinical Officer of SVP of Sales, Trade Support, and Service for Sentara Health Royal Caribbean International Clinical & Executive Healthcare Sales Optimization & Marketing Denise Warren Lee Wielansky Chair and Interim CEO Independent Director: A, I* Joined in 2018 Joined in 2015 30+ years of executive, operational, and Guided real estate investment strategy for Acadia, financial experience across the healthcare a NYSE-listed REIT – critical for Brookdale’s industry with a track record of leadership portfolio optimization goals excellence Chair & CEO of Opportunistic Equities Former EVP and COO of WakeMed Health & Former Chair and CEO of Midland Development Hospitals Group, Inc. Healthcare, Operations, & Senior Living Real Estate & Investment Committees: A = Audit C = Compensation N = Nominating & Corporate Governance I = Investment * = Chair Denotes director obtained NACD Directorship Certification Source: Company filings. Note: Directors ordered alphabetically by last name. 18


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    Our Board Underwent Substantial Refreshment Since 2018… Six highly-respected, current the Board, independent demonstrating directors Brookdale’s and our chair focus have on prudent been appointed and strategic over the refreshment last 7 years, of the with Board several directors rotating off 2018 2019 2020 William Petty Lucinda Baier Rita Johnson-Mills Jeffrey Leeds James Seward Guy Sansone Guy Sansone Independent Director Appointed Appointed Independent Director Independent Director Appointed Appointed President and CEO Independent Director Independent Director Independent Chair Andy Smith STEPPED OFF Jackie Clegg Former President and CEO THE BOARD Independent Director Daniel Decker STEPPED OFF Executive Chairman Lee Wielansky Denise Warren THE BOARD Victoria Freed Jordan Asher, MD, MS STEPPED OFF Appointed Appointed Appointed Appointed THE BOARD Independent Chair Independent Director Independent Director Independent Director 2021 2022 2023 2024 2025 Rita Johnson-Mills Marcus Bromley Lucinda Baier Frank Bumstead Independent Director dependent Director Former Independent Director STEPPED OFF Guy Sansone President and CEO WILL STEP OFF THE BOARD STEPPED OFF THE BOARD AT Independent Chair THE BOARD PER THE ANNUAL DIRECTOR REFRESHMENT STEPPED OFF SHAREHOLDER MEETING PAUSED DUE TO THE BOARD Elizabeth Mace Claudia Drayton Denise Warren FEEDBACK Denise Warren Mark Fioravanti Joshua Hausman COVID PANDEMIC Appointed Appointed Appointed Appointed Appointed Appointed Independent Director Independent Director Independent Chair Interim CEO Independent Director Independent Director Following the Annual Meeting, if Brookdale’s nominees are elected, the Board’s average tenure will be <4 years, with 50% of independent directors added since June 2024 Denotes director who was recommended by a shareholder, highlighting that Source: Company filings. Brookdale is open to strong director candidates regardless of their source 19


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    …And Refreshment in the Last 12 Months Brings Fresh Perspectives to the Boardroom We balanced the Board with fresh perspectives while maintaining legacy knowledge Elizabeth Mace Claudia Drayton Mark Fioravanti Joshua Hausman Appointed June 2024 Appointed June 2024 Appointed April 2025 Appointed April 2025 Ms. Mace brings 30+ years of experience in Ms. Drayton brings 20+ years of operational Mr. Fioravanti is the current President, CEO, Mr. Hausman brings 20+ years of private senior living, real estate, research, and financial experience at healthcare and and member of Board of Directors of market investment experience, notably in his economics, investment and operations biotech companies. Currently serves on the Ryman Hospitality Properties with over 20+ prior role at Onex leading North American 1st Chief Economist at the National Board of 3D Systems as a member of the years of experience in hospitality healthcare investment activities Investment Center for Seniors Housing & Audit Committee and Compensation Leads Ryman’s hospitality portfolio of 11,414 Currently serves as Managing Partner at Care and pioneered data insights for the Committee hotel rooms and over 3M square feet of MHJ Capital Partners and on the Board of senior living industry Most recently served as CFO of Quantum-Si total indoor and outdoor meeting space in Newport Healthcare and SCP Health Spent 17 years at AEW Capital Management, and oversaw the successful transition to a top convention and leisure destinations The majority of his career has focused investing more than $3.5B of institutional publicly traded company across the country on the healthcare industry, including in capital in senior living and gaining exposure Prior to that, she served as CFO of Nuwellis, In 2024, oversaw 2.9M+ advanced bookings facilities-based and senior care services to best-in-class senior living operators a publicly-traded medical device company of Ryman’s hotel portfolio and manages companies and behavioral health Given her experience in the senior living She has a proven track record of deep 1,900+ employees, bringing deep companies industry and exposure to the broader financial acumen in the healthcare industry, experience in marketing, workforce He brings an owner mindset, having market environment, Ms. Mace is a valued along with experience in corporate engagement, retention, and service culture collaborated with management teams in asset to guide Brookdale’s positioning for governance and execution of financing devising and executing growth and long-term performance initiatives, all valuable areas of expertise for operating strategies Brookdale Denotes director obtained NACD Directorship Certification Source: Company filings. 20


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    The Board Acted on Behalf of Shareholders to Replace the CEO in April 2025 Our Board holds our management team accountable – our With the Company having executed on our strategy to simplify executive search process began when we initially contacted the business, streamline operations, rationalize our lease Spencer Stuart in late 2024, to aid the Company’s CEO portfolio, and address debt maturities, the Board resolved that succession planning. We announced the official CEO change in it was time to identify the next leader that could deliver April 2025 after receiving feedback from shareholders that sustained and compelling returns to our shareholders immediate change was preferred CEO Search Committee The Board seeks a CEO who will be focused on driving continued Denise Warren Victoria Freed Elizabeth Mace Lee Wielansky operational and financial Chair & Interim CEO Independent Director Independent Director Independent Director improvements, capitalizing on the “BKD announces CEO transition, Board changes, and favorable preliminary Q1’25 earnings commentary. [...] Following these updates, intrinsic value of our owned we increase our 1Q EBITDA estimate […] (+6%).”—Barclays, April 16, 2025 real estate portfolio and leveraging “BKD’s CEO change underscores the Board’s focus on positioning “We remain positive on BKD’s long-term positioning as CEO our compelling industry dynamics the company to take advantage of these secular tailwinds, which we transition commences.” and cash flow generation potential view positively.”—Jefferies, April 14, 2025 —RBC Capital Markets, April 15, 2025 —Spencer Stuartcasting compiled a wide a robust net in list the of healthcare, potential candidates hospitality, that real the estate, CEO Search and senior Committee living industries is carefully evaluating, Source: Wall Street Research and Company filings. 21


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    We Evaluate Each Board Member’s Skillset for Relevance, Contribution, and Diversity of Thought The Brookdale Board Thoughtfully Constructed Itself so that a Diverse Range of Critical and Complementary Skills are Well Represented Significant Healthcare Current or Current or Healthcare Sales & Finance / Mergers & Other Public Senior Living (Operations & Hospitality Real Estate Former CEO Former CFO (Clinical) Marketing Economics Acquisitions Board Service (IL, AL, MC) Strategy) Jordan Asher Claudia Drayton Mark Fioravanti Victoria Freed Joshua Hausman Elizabeth Mace Denise Warren Lee Wielansky Source: Company filings and company assessment. Note: Directors ordered alphabetically by last name. 22


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    Real Operational Estate and Business Hospitality Model Are Critical Skills for Our Board to Deliver on Our Operational Excellence from Boardroom to Bottom Line Real Estate Visionary Fit to Lead Brookdale’s Refreshed Asset Strategy Mark Fioravanti Lee Wielansky Independent Director Independent Director Experience Experience Mr. Fioravanti provides the Board of Directors with deep expertise in hospitality-focused real Lee Wielansky provides the Board of Directors with four decades of extensive real estate and estate and strategic capital allocation, drawing on over two decades of executive leadership at capital markets expertise, offering strategic insight into asset management, development, and Ryman Hospitality operational efficiency gained through over four decades of leadership in commercial real estate As Ryman’s President, CEO, and former CFO, Mr. Fioravanti has guided Ryman through major Mr. Wielansky’s experience overseeing complex property portfolios and navigating market industry headwinds, including COVID-19, demonstrating risk management expertise and cycles equips Brookdale with sound oversight of asset utilization, portfolio optimization, and strategic foresight. Under his financial and operational leadership since 2009, Ryman completed cost discipline – key levers for shareholder return in a capital-intensive business over $4B in development projects and capital investments, showcasing disciplined capital allocation and long-term strategic planning As one of Brookdale’s legacy directors, Mr. Wielansky offers institutional knowledge that strengthens Board decision-making, particularly in navigating legacy challenges and sustaining With a record of hospitality-driven experience with rigorous operational discipline, long-term strategic focus amidst executive transitions and macroeconomic shifts Mr. Fioravanti’s perspective in the Boardroom aligns with Brookdale’s resident-first mission and strategic outlook. He offers unique insights into staffing, guest satisfaction, marketing, and As Acadia’s Lead Trustee, Mr. Wielansky oversees a diverse portfolio of 200+ properties in 60+ operational scale and is integral to drive Brookdale’s financial and operational momentum in cities across the U.S. occupancy and cash flow generation, while ensuring best-in-class service to residents at the Brookdale communities Third Party Support Third Party Support “Lodging Newcomers: Ryman has an impressive history. Current CEO Mark Fioravanti (2+ “....Lee brings extensive commercial real years; former President/CFO) has generated strong returns to date (nearly 16%/year pace of estate experience to the board of directors peer outperformance)…”—Green Street Property Insights: CEO Total and we look forward to sharing Lee’s St. Louis Commercial Returns – A Good Scorecard, May 18, 2025 expansive knowledge as we move forward”(1) Realtor of the Year Source: BoardEx. Company Websites, and Public filings. 23 1) Per CEO, Bernard Goldstein, of Isle of Capri Casinos, in February 24, 2007 press release.


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    Clinical Care for Healthcare the Senior and Population Senior Living Expertise Are Critical Skills to Deliver the Best Physician’s Perspective Overseeing Quality of Care, Safety, and Strategy Understanding the Past to Shape Brookdale’s Future Jordan Asher, MD, MS Elizabeth Mace Independent Director Independent Director Experience Experience Dr. Jordan Asher provides Brookdale’s Board with its only licensed physician and a clinical Ms. Mace brings essential knowledge of the senior living industry through three decades of perspective, which is critical to gain and maintain the trust of residents – none of Ortelius’ industry-specific research and senior living investment-grade best-in-class operations and candidates have this expertise investing, supporting Brookdale’s response to industry trends, ultimately enabling sustained growth and shareholder value Dr. Asher brings over two decades of executive-level experience delivering on clinical Ms. Mace served as the Chief Economist and Director of Research and Analytics at the National excellence for all patients, in coordination with overall healthcare operations Investment Center for Seniors Housing & Care (“NIC”). In this role, she provided insights into His prior leadership roles market trends, investment performance, and demographic shifts affecting senior living as Executive Vice President, Chief Clinical Officer and Chief Physician Executive at Sentara Healthcare demonstrates his deep expertise in managing patient needs under institutional regulations and limitations, which aid Brookdale’s focus on the quality of During Ms. Mace’s 17 years at AEW Capital Management, the real estate asset management care for our residents at a large scale platform Natixis Investment Managers with more than $1.3T in AUM, she helped invest more than $3.5B of institutional capital in senior living and raised and invested capital in AEW’s initial Asher was instrumental in guiding two senior living dedicated funds During the COVID-19 pandemic, Dr. clinical safety protocols and risk mitigation. His medical expertise has been invaluable, positioning Brookdale for In today’s Ms effective long-term health practices and establishing trust amongst residents and their families volatile market environment, . Mace’s extensive leadership in senior living economics, investments, and best-in-class operations positions Brookdale for continued growth Third Party Support Third Party Support “Dr. Asher is dedicated to fostering clinical effectiveness and cultivating a culture of 2025 ASHA Senior Living Hall of Fame Inductee “[A] passionate trailblazer who introduced the excellence in the delivery of clinical services across the continuum of care, serving both analytical rigor required to drive the industry forward” Certified by National Association individuals and communities on their health and wellness journeys.”(1) of Corporate Directors(2) Source: BoardEx and Public filings. (1) Sentara article published October 7, 2024. Becker’s Hospital Review webinar that aired on September 25, 2024 titled, “Person-centered care model design: The key to transforming healthcare operations.” 24 (2) The National Association of Corporate Directors is an independent, not-for-profit focusing on corporate governance and helping directors lead with confidence in the boardroom.


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    Healthcare Are Critical- Skills Specific to Navigate Financial Acumen, Our Industry’s Sales, Complexities Marketing, and and Revenue Drive Value Management Creation Delivers Healthcare-Specific Financial Expertise People-First Priority Strengthening Resident Satisfaction Claudia Napal Drayton Victoria Freed Independent Director Independent Director Experience Experience Claudia Drayton is a respected healthcare financial executive with over two decades of Victoria Freed is a highly regarded hospitality sales executive with over four decades of proven experience in financial oversight, compliance, and risk management at healthcare and life ability to drive customer satisfaction and sales at the world’s largest cruise lines. In 2008, Ms. science companies, including Medtronic, Nuwellis, and Quantum-SI Freed joined Royal Caribbean after 29 years at Carnival Cruise Lines, where she spent 15 years as SVP of Sales & Marketing Given the various regulatory and operational specificities of the healthcare industry, Ms. Drayton’s specific expertise in the financial environment of our industry is indispensable to At Royal Caribbean, Ms. Freed oversaw the largest cruise sales force in the world and managed the Board’s ability to balance fiduciary and operational responsibilities, to aptly distribute the trade support and services division, which included reservations, group sales, and customer resources that are aligned with residents’ care and the long-term interests of shareholders service, as well as the consumer outreach division. Ms. Freed has contributed to one of the highest brand loyalty scores in the travel industry and record high guest satisfaction scores. Her She has demonstrated the ability to scale financial operations in dynamic, high-regulatory experience improving brand perception and customer engagement is critical for Brookdale, environments as CFO of Quantum-Si in successfully leading the company through its transition where trust and reputation are key to family decision-making in senior care to the public market Brookdale is a resident-first business. Ms. Freed’s expertise and understanding of hospitality is an essential insight to the boardroom. To continue executing on our occupancy goals, Ms. Freed’s award-winning hospitality sales expertise gives Brookdale a competitive edge Third Party Support Third Party Support Royal Caribbean Consistently 2018 Lifetime Achievement Received Travel Weekly Award Winner & Hall of Certified by National Association Cruise Lines Readers’ Choice Award for (1) Fame Inductee of Corporate Directors International Association Best Sales & Service Source: BoardEx, Company Websites, and Public filings. 25 1) The National Association of Corporate Directors is an independent, not-for-profit focusing on corporate governance and helping directors lead with confidence in the boardroom.


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    Operational Industry Will Senior Help Accelerate Living and Brookdale’s Capital Allocation Current Experience Trajectory Across for Long the -term Healthcare Value Benefit The Right Executive and Governance Experiences to Drive the Interim Healthcare Investment Expertise Tailored to Brookdale’s Strategy Denise Warren Joshua Hausman Chair & Interim CEO Independent Director Experience Experience Ms. Warren brings over three decades of operational, financial, and healthcare experience; Mr. Hausman brings over two decades of private market investment experience, notably in his shareholder feedback led to her appointment as Interim CEO in April 2025 prior role at Onex Corporation, a $50B+ AUM firm, until 2025, where he led North American healthcare investment activities; moreover, he provides Brookdale’s Board with critical insights Ms. Warren provides Brookdale’s Board with a rare combination of analytical and hands-on into capital allocation, including in facilities-based and senior care services companies, along healthcare delivery expertise, along with executive management in complex clinical care with M&A and strategic financing environments, notably in her roles as Executive Vice President and COO of WakeMed Health & Hospitals where she was responsible for $1.5B P&L and had oversight of 5 Hospitals, 3 Healthplexes, numerous physician clinics, and joint ventures, along with her roles as Executive The majority of his career has focused on the healthcare industry on the buy-side and sell-side, Vice President and CFO of Capella Healthcare in which EBITDA grew from $36M to $153M including in facilities-based senior care and behavioral health companies, in which he brings an during her tenure(1) owner mindset to Brookdale, in-line with our strategy, through prior collaboration with several management teams in devising and executing growth and operational strategies She brings notable governance experience as standing Chair and Chair of the Audit Committee for Brookdale’s Board, along with her former role as Chair of the Audit Committee and Compensation Committee at TruBridge, critical experience for Brookdale’s Board given this As a newly appointed independent director of Brookdale’s Board, he brings a fresh perspective pivotal time for the Company on the broader healthcare investment landscape to guide our strategic initiatives and deliver pointed best practices for Brookdale’s facilities-based capital allocation model Third Party Support Third Party Support “Josh…has been an important part of the investment teams responsible for many of our healthcare (3) (3) investments…We’re delighted to see Josh and other members of our team continue to build their Certified by National Association CFO of the Year Women to Watch Most Influential Corporate of Corporate Directors(2) Directors List(4) careers with us.”—Gerald Schwartz, Chairman and CEO of Onex, February 22, 2013, Earnings Transcript Source: BoardEx, Company Websites, and Public filings. (1) Per Peer Reviewed AI Platform, “LookDeep”. (3) Per Capella Healthcare website. (2) The National Association of Corporate Directors is an independent, not-for-profit focusing on corporate governance and helping (4) Per PR Newswire article published December 11, 2019. 26 directors lead with confidence in the boardroom.


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    Shareholder Drives Alignment -Friendly and Governance Accountability Profile and Substantially Refreshed Board Slate Balanced Tenur A Refreshed Board with Diverse Experience 8+ Years 13% 7 of 8 Independent Directors Average tenure below 4 years 50% 0-2 Years 37% 4 3-7 Years Independent Directors Joined 50% Female Since June 2024 Corporate Governance Best Practice Highlights Annual elections of all Policy against hedging and Compensation aligned with No supermajority vote to directors (no classified pledging of securities performance approve mergers Board) Majority vote standard for Fully independent Board Regular director No stockholder rights plan non-contested director standing committees refreshment elections Prior to April 2025, the Board had an independent Non-Executive Chair of the Board with robust authority With the departure of the former CEO, Denise Warren stepped into the role of interim CEO in addition to Chair The Board is actively looking for a permanent CEO and will reassess its leadership structure as a new CEO is identified Source: Company filings. As of the 2025 Annual Meeting if all of management’s nominees are elected 27


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    The Right Board to Deliver Shareholder Value and Lead the Process to Identify Our New Leader Brookdale’s Continued Strategy Success for Experienced and Board Deep With Insights Fresh Perspectives Positive COVID Performance Turnaround Since Adjusted EBITDA 1. Improving Operating (1) Performance Margin is on an upward trajectory since 2. Optimizing Real Estate the end of COVID with Portfolio an increase of 100 bps 3. Reinvesting Capital into Communities 4. Reducing Leverage Leading to 89%(2) increase in share price since the end of 5. Ensuring High-Quality (2) Environments for COVID Residents and Associates Source: Company filings, press releases, presentations and FactSet as of May 30, 2025. (1) As calculated by Ortelius. The Company has not historically disclosed Adjusted EBITDA Margin. Ortelius’ calculation appears to be based on Company disclosures of Adjusted EBITDA and Total Revenue, which includes Reimbursed costs incurred on behalf of managed communities. See page 53 for more information on Non-GAAP Financial Measures. 28 (2) Performance calculated from COVID end of May 2023 per the World Health Organization.


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    Ortelius’ Significant Unnecessary Value Control Destruction Campaign Risks


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    Brookdale Made Multiple Attempts to Engage with Ortelius Brookdale Made Significant Efforts to Engage with …But Ortelius Failed to Collaborate Ortelius Constructively… Brookdale proactively engages with our investors including an outreach Ortelius had no substantive discussions with a member of the Board or program to specifically seek feedback on governance and stewardship management team about the Company for approximately two years prior to matters nominating a control slate and issuing a public letter in March 2025 Ortelius took nearly two weeks before they would make themselves available to Brookdale made repeated efforts to initiate constructive dialogue with speak with management after nominating a control slate. Once they did, they did Ortelius, offering to both meet privately and interview their nominees – not engage in meaningful dialogue and refused to allow the Board to interview including sending personalized notes to Ortelius’ candidates their candidates – Ortelius is simply pushing for control as a 1% shareholder Only after these changes did Ortelius reach out to discuss a path forward Brookdale appointed new independent directors and announced a CEO while still insisting on substantial Board change. Ortelius could have played a transition—actions that signal accountability and a lack of entrenchment role in these decisions, but they previously refused to engage, greatly inhibiting the Board’s ability to consider any of the Ortelius nominees Ortelius failed to put forth a strategy that differs materially from the Brookdale sought to understand why Ortelius, who owns just ~1%, believes it initiatives Brookdale has underway, and their nominees offer predominantly is necessary to take control of our Board and what they would do differently real estate experience, which is already represented on our Board Brookdale always listens to shareholder feedback, often incorporating ideas Rather than participating with Brookdale in mutual problem-solving, Ortelius into governance and operational strategies continued issuing public attacks and demands 30


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    Key Made Claims Made by Ortelius Had Already Been Addressed and Ortelius Risks Progress Ortelius‘ Claim Brookdale Response 1 2021 to 2024 NOI margin(1)(2)(4) rebounded 740bps. Brookdale’s NOI margin growth is in line with peers(2) despite it being more Annual NOI margin(1)(4) fell from 2017 to highly concentrated in AL and MC compared to the rest of the industry. As revenue drops, margins are impacted given high 2024 fixed costs Ignores COVID AL / MC had higher impacts from COVID given greater acuities in the population 2 2011 to 2017 average Adjusted EBITDA margins(3)(4) are higher than 2018 to 2024 amid significant industry declines during COVID: Brookdale’s Adjusted EBITDA margins(3)(4) have rebounded to pre-COVID levels as compared to still depressed Sonida, Average annual Adjusted EBITDA our closest competitor Margins(3)(4) declined from 2011 to 2017 to 2018 to 2024 Additionally, EBITDA does not allow a comparison of assets as the cost of financing the leasehold asset (the lease) is deducted Irrelevant Time Periods and the cost of financing the owned asset (the interest expense) is not. The relevant comparison would be operating income post interest expense 3 Brookdale successfully improved the economics of the leased portfolio: leased portfolio yielded positive Adjusted Free Cash Flow(4) starting in Q1’25 and is poised to generate annual positive Adjusted Free Cash Flow(4) Leased portfolio is dilutive to financials Brookdale continues to rationalize its leased units (21,127 in Q1 ’21 to 17,073 in Q1’25 leading to a 19% reduction) Returning 55 underperforming communities with 6,125 units under lease to landlord by 12/31/25 Ignores Improvements with Portfolio 4 Brookdale sold a number of underperforming assets: most recently entering into LOI’s for 14 identified communities. Rationalization of the portfolio will continue yielding an improved occupancy and financial profile of the overall portfolio Monetize underperforming assets Additionally, Leases are contracts with binding obligations. Brookdale cannot simply reject unfavorable leases, nor could Ortelius Ordinary Course of Business Source: Company filings, press releases, and presentations. Note: AL is Assisted Living, IL is Independent Living, and MC is Memory Care. (1) Ortelius refers to Net Operating Income (NOI) Margin, which is not a metric disclosed by the Company. The Company has historically disclosed Combined Segment Operating Already Have Been Addressed Not Relevant Income Margin, which appears to be calculated the same as Ortelius’ calculation of NOI Margin. See page 53 for definitions. (2) Comparing same-store SHOP Q4’23 margins to Q4’24. Peers include Sonida, Welltower, Ventas and American Healthcare REIT (SHOP & Trilogy). (3) As calculated by Ortelius. The Company has not historically disclosed Adjusted EBITDA Margin. Ortelius’ calculation appears to be based on Company disclosures of Adjusted 31 EBITDA and Total Revenue, which includes Reimbursed costs incurred on behalf of managed communities. (4) See page 53 for more information on Non-GAAP Financial Measures.


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    Key Made Claims (Cont’d) Made by Ortelius Had Already Been Addressed and Ortelius Risks Progress Ortelius‘ Claim Brookdale Response 5 With the Company’s imminent return to positive Adjusted Free Cash Flow(1) in the near term, Brookdale is expecting to reduce Reduce mortgage debt its debt burden. Growing Adjusted EBITDA(1) will reduce leverage, a 10% increase will reduce leverage by ~1x Brookdale already took steps to reduce leverage through planned sales of underperforming assets with 14 currently under LOI Already Top of Mind 6 Purchased $610M assets formerly under lease from 2024 to Q1’25 and increased owned properties units from 56% to 61% Company focused on unlocking real estate value Invested CapEx to improve the quality of the owned asset portfolio Company evaluated and will continue to evaluate other non-operational methods to unlock real estate value Already Top of Mind 7 2017 to 2024 omit the impact of the COVID period Occupancy rate dropped 2017 to 2024 Brookdale’s occupancy growth for the past ~3 years is in line with industry average and higher than Ventas SHOP portfolio Occupancy rates continue to increase, growing weighted average same community occupancy to 80.6% in May 2025 Ignores COVID 8 COVID placed pressure on the whole senior living industry and the Company took several steps, including restructuring leases (2) and divesting assets, to ensure financial stability: This statement ignores the impact of COVID and the subsequent labor and Cumulative Free Cash Flow declined goods inflation that severely impacted the industry from 2011 to 2017 to 2018 to 2024 (1) Brookdale addressed the decline and was Adjusted Free Cash Flow positive in the second half of 2024 Ignores COVID Brookdale expects to be materially Adjusted Free Cash Flow(1) positive in 2025 Source: Company filings, press releases, and presentations. (1) See page 53 for more information on Non-GAAP Financial Measures. (2) In the Ortelius 2025 Definitive Proxy Statement, Ortelius defined free cash flow as “operating cash flow minus capital expenditures. Operating cash flow is net cash provided by operating activities per 10-K filings. Cumulative free cash flow is the sum of annual free cash flows for the period noted.” The Company has historically Already Have Been Addressed Not Relevant 32 disclosed Adjusted Free Cash Flow. See page 53 for the Company’s definition of Adjusted Free Cash Flow and more information on Non-GAAP Financial Measures.


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    Key Made Claims (Cont’d) Made by Ortelius Had Already Been Addressed and Ortelius Risks Progress Ortelius‘ Claim Brookdale Response 9 Book value is a poor reference for an asset rich company with high depreciation – it doesn’t reflect the fair value of the Tangible book value per share decreased company as it is dependent on accounting choices and costs when assets were purchased 2017 to 2024 Tangible net worth declines are driven by asset depreciation and the COVID losses, which were unavoidable given the Irrelevant Measure challenging crisis 10 Brookdale as an operating company is not fully comparable to Welltower and Ventas, being large diversified REITS: a more During this seven-year period (2/21/18 to direct comparable would be the S&P Midcap 400, which Brookdale outperformed by ~1% over past one year(1) – Brookdale’s 2/21/25) the Company’s stock price total shareholder return over the past 2 years ending December 2024 has been in the 84th percentile amongst the index dropped 39%, and underperformed Additionally, Sonida is the accurate Brookdale comparable company, given it’s the only other publicly traded senior living benchmarks by 165% operator and has a similar portfolio mix, which Ortelius conveniently omits from its peer set. Sonida has generally Omits Most Relevant Peer underperformed Brookdale, in its comparable and TSR analysis 11 On 11/16/22, shareholders suffered a 33% The tangible equity units offering was designed to protect the Company and its shareholders as Brookdale experienced single day decline, following a tangible several years of negative cash flow during the COVID era and deemed it prudent to raise equity capital until positive cash flow equity units offering became more visible Needed to Raise Capital after COVID 12 Following the Annual Meeting, if Brookdale’s nominees are elected, Brookdale’s Board will have an average tenure of ~4 years, below the S&P 500 average of ~8 years and four new independent directors were added to the Board in the last 12 months: Ortelius nominated six independent six new directors could impair the CEO search – the Board’s #1 priority director candidates for election to the Brookdale has undergone substantial board changes over the past few years and has a Board comprised of former Board, claiming that substantial board change is needed CEOs/CFOs/COOs that are highly skilled with strong experience in real estate, finance, M&A, healthcare, senior living, sales & No Diversity of Thought marketing, as well as a balance of fresh perspectives combined with institutional knowledge & continuity – replacing a majority of the Board could cause disruption as Brookdale seeks to execute on its strategy and create value for shareholders 13 Former Management and former Board undertook a one-year strategic review to evaluate the conditional offer The verbal offer was highly conditional and preceded the pandemic. Retroactively framing it as a missed opportunity lacks Acquisition offer on the table in 2018 context The pandemic exacerbated industry headwinds, altering the landscape of the industry, comparing opportunities across the Conditions Could Not be Met periods is inherently mismatched Source: Company filings, press releases, and presentations. Already Have Been Addressed Not Relevant (1) Performance calculated from May 30, 2024 to May 30, 2025 as per FactSet as of May 30, 2025. 33


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    Brookdale Listens to Its Shareholders: Their Input Guides Our Actions Brookdale Proactively Engages with Investors and Takes their Feedback Seriously ª As part of our outreach program specifically on our governance practices, executive compensation program, and stewardship, we met with several large shareholders to receive their input and hear their perspectives when Denise Warren “Our enthusiasm about became Chair Brookdale’s future has never been greater and ª In late 2024, well before Ortelius launched their contest, we contacted Spencer Stuart to aid in succession planning in response to shareholder feedback we support the Board’s efforts to extend ª In April 2025, following significant shareholder engagement and feedback, we announced a separation agreement with Brookdale’s leadership in Cindy Baier where she resigned as CEO and Denise Warren stepped in to become interim CEO patient care and financial ÷ Moreover, we refreshed the Board, appointing Mark Fioravanti and later announced the temporary increase of the performance…We look size of the Board to nine directors for the addition of Joshua Hausman forward to supporting Brookdale as it brings ª Through these engagements, the overwhelming response from our shareholder was to not capitulate to Ortelius new talent and energy to ÷ Shareholders stated they did not understand Ortelius’ motives, their strategy, or how additional changes to our Board the Board and executive would create value. As a direct result of shareholder feedback, and Ortelius’ initial refusal to allow us to interview their team.” candidates, we have not offered Ortelius seats on our Board; moreover, we have offered to work with Ortelius to give them comfort that many of their ideas are already underway Deerfield Management April 14, 2025 Brookdale Gauged Positive Sentiment Amongst Top Shareholders ª All of our recent actions are guided by shareholder input and are fully aligned with their interests ª The same day Brookdale announced a CEO transition and the appointment of Mark Fioravanti to the Board, Deerfield Management, a significant stockholder of the Company, issued a press release stating their enthusiasm for Brookdale’s future had never been greater, and they looked forward to supporting Brookdale’s next chapter Source: Brookdale 2025 Definitive Proxy Statement. 34


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    Ortelius’Value Nominees to Our Would Board Not Add


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    Ortelius’ Control Slate Appears To Not Have a Diversified Skillset In-Line with Our Strategy Ortelius’ Slate Overextends on Real Estate and Finance, but Lacks Several of the Critical Skills Needed to Bolster Brookdale’s Strategy Significant Healthcare Current or Current or Healthcare Sales & Finance / Mergers & Other Public Senior Living (Operations Hospitality Real Estate Former CEO Former CFO (Clinical) Marketing Economics Acquisitions Board Service (IL, AL, MC) & Strategy) Steven Insoft Paula Poskon Frank Small Missing Skills Ivona Smith Steven Vick Lori Wittman in Ortelius clinical nominated healthcare, a hospitality, majority director or sales slate; & marketing the slate has – the zero critical nominees pillars with of our experience business Source: Public filings, Ortelius 2025 Definitive Proxy, and Brookdale 2025 Definitive Proxy. 36


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    Ortelius’ Control Slate Appear Not to Bring Additive Experiences or Insights Despite its relatively small ~1% stake, Ortelius is demanding Board control. Further Board change at this time will derail the Board’s progress and significantly impair the Board’s ability to identify a new CEO and continue executing our strategy at a critical time for the Company û Serves on an advisory board of an affiliate to Ortelius, raising û Expertise in bankruptcies and liquidation trusts, which seems questions with respect to his independence from Ortelius irrelevant and not needed at Brookdaleû Experience limited to real estate investment trusts and real estate û Repeatedly nominated by Ortelius in other activist campaigns – Steven Insoft transactions, skillsets already present on the Board Ivona Smith raises risk that her allegiance will be to Ortelius and not all shareholdersû No public company board experienceû Currently serves as a director of two public companies and five û Experience primarily in the skilled nursing industry, which represents private companies, raising concerns about her capacity to only 2% of Brookdale’s business meaningfully contribute to the Brookdale Board û Nominated by multiple activists in several other campaigns in û Previously served as President & COO and a Director of Alterra recent years Healthcare, but left shortly prior to its bankruptcy Paula Poskonû Experience primarily focused on REITs, which is already well- Steven Vickû No relevant public company experience in 20 years represented on our current Boardû Unclear track record during recent leadership roles at private û No apparent experience in senior living or public company C-suite companies roles û Redundant private equity and real estate skillsets that already exist on Brookdale’s Boardû Non-operational experience in real estate focused largely on financial management Frank Smallû Experience primarily in real estate investments and transactions Lori Wittmanû No operational experience in healthcare or senior livingû No apparent management or board experience in senior livingû Limited exposure to senior living through finance and IR roles at û No public company board or C-suite experience REITs None of the Ortelius nominees have experience in critical areas such as healthcare (clinical), hospitality, or sales & marketing Source: Public company filings, New York Times, Bloomberg News, Ortelius 2025 Definitive Proxy Statement. 37


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    Brookdale Shareholders: Consider the Risk of Adding Steven Insoft or Paula Poskon Questionable Independence Steven Insoft from Ortelius with Paula Poskon Activist No Senior -Backed Living Director Experience with Skills Already Represented on the Board û Mr. Insû Ms. Poskon was nominated multiple times to public boards by independence from Ortelius shareholder activists – raising questions about her independence from Ortelius and whether her allegiance will be to a single – He serves on an advisory board of Panthalassa Ventures, a fund which shareholder vs. all shareholders Ortelius serves as investment manager – Appointed to the Board of Wheeler REIT through Stilwell Value’s activist slate in 2019 û Expertise concentrated in REITs and transactional real estate, skills already present on the Board – Appointed to the Board of NAM Tai Property through IsZo Capital’s activist slate in 2021…despite ISS’s recommendation “Against” – COO and CFO experience at Aviv centered on managing and acquiring post-acute and long-term care facilities, not operating them. – Now nominated to Brookdale Senior Living’s Board, despite no Importantly, Brookdale is an operating business relevant experience – Other key roles, such as Mr. Insoft’s leadership at Greystone Healthcare û Ortelius’ Proxy claims she has “senior living” experience… but no such Management, emphasized transactions, acquisitions, and portfolio experience is described in Ms. Poskon’s biography management, rather than the day-to-day management of senior living communities or the complex delivery of care services that Brookdale ALL 4 REIT DIRECTORSHIPS ARE IRRELEVANT TO requires BROOKDALE’S SENIOR LIVING BUSINESS û Experience primarily in skilled nursing, which is only 2% of Brookdale’s business û No previous public board experience 38 Source: Public company filings, Aviv REIT 2014 Annual Report, and Ortelius 2025 Definitive Proxy Statement.


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    Brookdale Shareholders: Consider the Risk of Adding Frank Small or Ivona Smith Core Skills Are Unnecessary Frank Small or Duplicative with Misaligned Board Ivona Skills, Smith Affiliation with Brookdale’s Current Board Ortelius, and Board Capacity Concerns û No app acity at a û Ms. Smith publicly traded company – Nominated by Ortelius at Rayonier Advanced Materials, Trecora, û Majority of investing experience appears to be concentrated in the skilled and now Brookdale nursing sector—a segment of senior care that differs from the independent, assisted living, and memory care services that comprise the core of – Suggests her motives may be more aligned with one investor – Brookdale’s business not all shareholders – Skilled nursing facilities operate under a distinct reimbursement model, are governed by different regulatory regimes, and involve clinical û Ms. Smith’s core competencies are in bankruptcies and liquidation… acuity levels that are much higher than those typically seen in senior irrelevant for Brookdale and our current financial position living communities – Mr. Small’s background does not reflect the breadth or depth ofû Ms. Smith’s expertise in bankruptcies and liquidations calls into expertise required to effectively oversee Brookdale question Ortelius’ future intentions with adding her to their slate Moreover, Small’s background mirrors expertise alreadyû Currently serves as a director at 2 public companies and 5 private well-represented by our Board: companies, raising concerns about her capacity to meaningfully contribute to Brookdale’s Board private Joshua Hausman equity platforms brings perspective – Onex – and of is one unopposed of the world’s by Ortelius leading Elizabeth Mace brings decades of expertise in senior livingû No public company C-Suite experience Lee expertise Wielansky, in real Elizabeth estate Mace, and Mark Fioravanti bring decades of Source: BoardEx, Ortelius 2025 Definitive Proxy Statement, Brookdale 2025 Definitive Proxy Statement, and public filings. 39


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    Brookdale Shareholders: Consider the Risk of Adding Steven Vick or Lori Wittman Outdated Public Steven Company Vick Experience Lori Wittman Lacks Exposure Operational to Senior Experience Living and with an Unclear Recent Track Record û Mr. Vick has not held a meaningful leadership or governance positions û Ms. Wittman’s real estate experience is ultimately not relevant, with at a public company in more than two decades experience primarily in the skilled nursing industry, representing only 2% of Brookdale’s business û Public companies today face vastly different challenges than they did 20 – Care Capital Partners was focused on skilled nursing, not senior living years ago, including evolving regulations, complex investor expectations, – NETSTREIT focuses on single-tenant net lease retail properties, not technology integration, and an evolving senor living industry senior living – Mr. Vick’s experience does not reflect engagement with any of these – Global Medical REIT leases medical facilities that are operated modern realities independently, but Brookdale is an owner and operator be limited to private or – Aventine Property Group is a REIT focused on cannabis-related retail, û Mr. Vick’s most recent experience appears to irrelevant for Brookdale’s strategy smaller-scale ventures, which are not directly comparable to a publicly traded national operator like Brookdaleû Brings primarily financial expertise and capital markets insight, which is already well-represented on our Board û Lacks any operations experience, and Brookdale’s core business is û Shortly after Mr. Vick left, Alterra filed for Chapter 11 bankruptcy operational. Brookdale generates value through delivering consistent, high-quality care and services to residents in day-to-day operations û Mr. Vick’s public company experience is dated and clouded by negativity, û Her “deep expertise” in financial management and corporate governance is while recent, relevant experience is unclear or unverifiable marred by bankruptcy – During her tenure as a director, IMH Financial Corp. filed Chapter 11 bankruptcy and defaulted Source: BoardEx, Ortelius 2025 Definitive Proxy Statement, Brookdale 2025 Definitive Proxy Statement, Wall Street Journal, Aventine Property Group’s website, Global Medical REIT website, NETSREIT website, IMH July 23, 2020 filing for voluntary petition for relief. 40


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    Brookdale Senior Living Is Well-Positioned and Is Successfully Executing its Strategy Positioned to Deliver Meaningful Shareholder Value Board Began Implementation of CEO Succession Plan in November 2024 Independent, Refreshed, and Experienced Composition of the Board Is Driving Greater Accountability, Is Executing Our Strategy, and Is Aligned with All Shareholders Ortelius, a ~1% Shareholder, Is Seeking to Take Control of the Board and Is Proposing Strategic Actions – The Majority of Which Are Already Underway Ortelius’ Actions Could Undermine Our Progress and Impair Our Ability to Identify a New CEO 41


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    Support Vote for the Brookdale’s Brookdale Strategy Nominees for Future on the Growth Blue Proxy — Card Your Vote Is Important Company Nominees: The Board recommends that you vote FOR ONLY the following eight (8) Brookdale nominees: Source: Brookdale 2025 Definitive Proxy Statement. 42


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    Appendix


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    Must Consider the Correct Public Comparables for Brookdale Sonida is the only other publicly traded senior living operating company in the U.S. Only Direct Similar portfolio mix to Brookdale with asset categories across AL, IL, and MC Comparable Payor mix weighted towards private pay, similar to Brookdale Senior Living Welltower and Ventas are similar to Brookdale only in the fact that a portion of their portfolio is in senior living REIT As diversified healthcare REITs, Welltower and Ventas do not solely own senior living communities, but also own real estate in other areas of healthcare services such as outpatient medical, as well as long-term / post-acute care and life sciences / research, respectively Not Direct Size Welltower and Ventas are materially larger than Brookdale with a market capitalization of $101B Comparables and $29B, respectively, as of 05/30/25 Cost of Capital Given their larger size and diversified REIT status, Welltower’s and Ventas’ cost of capital are lower than Brookdale, making them less directly comparable when evaluating growth trajectory and ability to raise capital in the public markets Bloomberg Welltower and Ventas represent ~70% of the index’s weight as of 05/20/25 and therefore Healthcare Index Bloomberg should be excluded from a comparison to Brookdale Healthcare (HC) Index performance includes diversified REITs which are exposed to materially different market Russell 3000 Index Index trends: outpatient medical, skilled nursing, hospitals/acute care, behavioral inpatient facilities, and other areas of healthcare services Russell 3000 HC Index Russell 3000 Index Russell 3000 HC Index The universe of companies included in these indices is too broad to be considered as a S&P 500 HC Index relevant benchmark to Brookdale S&P 500 HC Index Source: Company filings, Bloomberg, and FactSet as of May 30, 2025. 44


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    The in the Company U.S. Has Evolved and Grown Over Time as the Leading Senior Living Platform rookdale has Simplified Real Estate Portfolio, Enhancing Margins by Increasing Proportion of Owned Real Estate, and Improving Lease Terms COVID Period(1) 2020 2021 2022 2023 2024 2025 Indicates Restructured Leased Portfolio February 2021: September 2021: July 2020: May 2023: March 2025: Announced Sale of June 2021: Offered $200M in November 2022: December 2024: Announced Renegotiated NNN Announced the Key Strategic Home Health / May’s occupancy convertible notes Offered Tangible Restructured lease restructuring Leases with completion of Hospice Business rate higher than with option to Equity Units Leases with Actions with Ventas Additional Portfolio to 2020 year-end purchase an Acquisitions results additional $30M NTM $3.4B $3.2B $3.0B $2.8B $3.0B $3.1B $3.3B $3.2B Revenue(2) FinancialStatistics NTM Adjusted (2) 11.1% 7.8% 8.7% 9.0% 9.4% 10.6% 13.1% 13.8% BITDA Margin 2015 Q1’25 Brookdale has Strategically Reduced Managed: Reliance on Leased Properties By: 8% Managed: Portfolio 25% Owned: ~62% 34% Leased: Exiting underperforming leases Rationalization 08,420 Total Units(3) 50,841 Total Units(3) Reduction in Number of 31% 44,763 Leased Units 17,073 Leased Units Owned: Leased Units from 2015 to 61% Acquiring well performing leased Leased: 2025 41% properties Source: Company filings, press releases, presentations, and FactSet as of May 12, 2025. (1) COVID period from March 2020 to May 2023 according to World Health Organization international public health emergency concern. (2) Based on consensus estimates one week after the applicable announcement as of FactSet as of 05/12/25. 45 (3) Represents Leased and Owned units.


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    Impacted Brookdale the Successfully Entire Senior Navigated Living Industry Through the COVID Pandemic Which Significantly Tragic Effects of COVID Caused Financial and Operating Challenges Across the Senior Living Industry COVID had an Outsized Impact on the Elderly Population… …Causing Occupancy Rates to Decline Across The Industry 53% of COVID deaths from 2020 to 2023 occurred in those aged 75+(1), Brookdale occupancy suffered more than peers given higher mix of AL / MC (thousands) a core target demographic for Brookdale residents who tend to have higher acuity than the IL population 400 90% COVID Period(6) 312 VTR 300 257 85% 87% 300 WELL 203 80% 87% 200 75% BKD 70% 80% 100 46 65% 7 20 0 2 4Q’19 4Q’20 4Q’21 4Q’22 4Q’23 4Q’24 0-17 18-29 30-39 40-49 50-64 65-74 75-84 85+ ~$1B In Lost Revenue(2) ~$191M In Higher Expenses(2) …and Macro Economic Factors during COVID Further Impacted Performance Brookdale Q1’25 Performance Indicates Positive Results Pressure from high labor cost inflation and increasing interest rates Amid tough industry wide challenges, Brookdale has turned a corner. Operating Cost of Labor Growth(3) further negatively impacted margins 10YR Yield Income is above pre-pandemic levels on a per unit basis amid lower occupancy 25% 6% 20% 5% Raised Guidance “We remain positive on Brookdale given our view that secular tailwinds driven by aging 15% 4% Adjusted EBITDA(5) ~2% Higher demographics translate to increased demand for 10% 3% and RevPAR senior living, coupled with a slow ramp in supply Elderly Care(4) will translate to occupancy growth and EBITDA / 5% Healthcare 2% 9.2% FCF acceleration in the near future that are not Overall Jobs 0% 1% Operating Income yet reflected in the stock.” 10YR Yield -5% 0% YoY Increase—Jefferies, April 14, 2025 02-20 11-20 08-21 05-22 02-23 11-23 Source: Company filings, press releases, presentations, and FactSet as of May 5, 2025. (4) Elderly care defined by the BLS as continuing care retirement communities and assisted living facilities (1) Centers for Disease Control and Prevention. (5) See page 53 for more information on Non-GAAP Financial Measures. (2) Estimates based on management guidance. (6) COVID period from March 2020 to May 2023 according to World Health Organization international public health emergency 46 (3) According to the U.S. Bureau of Labor Statistics. concern.


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    Broader Indicate Healthcare Resiliency in Services the Current and Particularly Market Environment the Senior Living Industry Broader Healthcare Services have Shown Resiliency in Recent Volatile Market …and Senior Living is Well Positioned for Continued Growth(1) (3) S&P 500 Performance Breakdown Independent Living Memory Care: (2) 2025 YTD Share Performance by Sector Assisted Living Market Chronic Conditions Since 2025 S&P Peak Market Alzheimer’s Population 16% ($ billions) ($ billions) (millions) (millions) 13% 25% 7.2 17% $62 $187 6.2 72 16% 13% Distribution Pharmacy / PBMs Post-Acute Medtech Providers & Outsourcing / Retail Share Performance > 5% 0% – 5% 2022 2027 2022 2027 2021 2025 2020 2050 (10%) – (5%) (15%) – (10%) Key Takeaways: Key Takeaways: All core senior living market segments are positioned for strong, sustained growth Of the top 20 outperforming companies in the S&P 500 since all-time February peak, ~15% are healthcare companies, the most of any other subsector Assisted Living represents a larger and quickly expanding market segment due to the senior population’s growing need for more comprehensive healthcare services While geopolitical and tariff uncertainty persists, selected areas of healthcare services remain largely insulated due to the necessary and domestic nature of services Increases in chronic conditions indicate the continued need for higher acuity senior living communities like Assisted Living Post-Acute and Providers categories, which include healthcare services oriented towards the senior population, have been resilient while the broader market has seen more impact Assisted Living (AL) is a setting most suited for residents with medical care needs Independent Living (IL) residents are usually able to care for themselves Memory Care (MC) communities are targeted for those with dementia or Alzheimer’s Source: Company filings, press releases, and presentations, Green Street Health Care Sector Update, Wall Street Research, and FactSet (3) Distribution & Outsourcing: AHCO, CAH, COR, HCSG, HSIC, MCK, OMI, PINC; Pharmacy / PBMs / Retail: CI, CVS, OPCH, WBA; as of May 6, 2025. Post Acute: ADUS, AMED, AVAH, BTSG, CHE, DCGO, EHAB, EHC, INNV, OCN, ENSG, NHC, PACS, MODV, ATIP, SEM, USPH, BKD, (1) National Investment Center for Seniors Housing & Care (NIC). SNDA, PNTG; Medtech: S5HCEQ Index; Providers: ARDT, CYH, HCA, THC, UHS, SGRY, ACHC, UHS, DNTL, RDNT, DVA, FMS, 47 (2) Front Public Health (2023). AONC, AMN, CCRN, AGL, ASTH, EVH, INNV, PIII, PRVA, HQY, MD, JYNT.


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    Senior Living is a Large and Growing Market with Powerful Supporting Tailwinds The Senior Living Market is Fueled by Supportive Demographic Trends and Favorable Supply–Demand Dynamics(1) The Senior Population is Growing and has Increasing Ability to Pay for Healthcare …While Shortages of Senior Living Communities Maintain Demand Trends Seniors continue to outpace growth of other demographic groups, particularly aged New construction is expected to lag demand, creating a shortage of available senior 75+(2), indicating sustained demand for senior living in the coming years living units and increasing demand for Brookdale communities 75+ Population YoY Growth 83 31.8% Overall Increase vs. 2023 27.1% Average Age of AL / MC The highest number of units delivered in a year was 34,000 Population (80+) 22.4% Residents at Move In as of 2024 with only 14,000 units delivered over the trailing 12 months(3) 17.8% Demand 13.2% (Thousands) Supply 8.8% 4.4% 4.1% 4.0% 3.9% 3.9% 3.7% 84 Units Equilibrium Shortage 4.1% Average Age of AL / MC Residents Total Supply at Move In as of 2016 2024 2025 2026 2027 2028 2029 2030 High income senior population is the fastest growing demographic segment, Over Supply leading to greater ability to pay for healthcare services such as senior living(4) 35 30 25 Potential Tailwinds for Brookdale: 20 15 Growing demand and limited supply create market dynamics favorable for additional pricing growth 10 5 Underlying trends in supply shortages also create a floor for future expectations in 0 2014 2029 2014 2029 2014 2029 occupancy levels Ages 75 to 84 Ages 85 and older Ages 75 and older Low Income Middle Income High Income Source: Company filings, press releases, and presentations, Green Street Health Care Sector Update, Wall Street Research, and FactSet as of May 6, 2025. (1) Cushman & Wakefield Market Trends & Investor Survey Senior Living & Care H1 2024 & American Healthcare REIT- publicly filed S-11. (3) National Investment Center for Seniors Housing & Care (NIC). 48 (2) NICMAP Data Service; individuals age 75+ in seniors housing in all markets, all regions; 4Q 2024. (4) Health Affairs, Health and Retirement Study.


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    The Brookdale Portfolio is Well Structured to Continue Yielding Positive Results With an Attractive Senior Living Payor Mix Model… …Improving Margin Profile Indicating Continued Positive Financial Trends… Senior Living Industry Health Care Services Brookdale’s Adjusted EBITDA Margin(4) has Rebounded to Pre-COVID Levels Compared to Still Payor Sources(1) Payor Sources(1) Depressed Sonida…. 98% of senior Broader healthcare services continue to be at risk due living revenue is to Medicaid and Medicare from private 2% 11% reimbursement and 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 pay sources, 30% implementation of new minimizing staffing rules overhang Avg: 14% government 98% Senior living significantly minimizes this risk by 16% 16% reimbursement 15% 15% 59% predominantly being a 15% 13% risk private pay model 13% 200bps 12% 11% 10% 11% 9% Private Pay Commercial Payors Government / Other 7% 5% …And Higher Mix of Favorable Segments of the Senior Living Market Brookdale Mix(2) Industry Mix(3) SNF 2% Avg: 73% 51% SNF 19% 9% 21% 20% 20% 20% IL 19% AL 18% 18% 25% 37% 15% 15% 14% 14% 13% AL IL 56% 40% 7% MC 5% MC 17% 14% Brookdale is 22% higher in needs-based AL & MC Source: Company filings, press releases, presentations and FactSet as of May 2, 2025. Note: Al is Assisted Living, IL is Independent Living, MC is Memory Care, and SNF is Skilled Nursing Facility. (4) As calculated by Ortelius. The Company has not historically disclosed Adjusted EBITDA Margin. Ortelius’ (1) Green Street (2024). calculation appears to be based on Company disclosures of Adjusted EBITDA and Total Revenue, which (2) Calculated as % of total units of 55.1K as of March 31, 2025. includes Reimbursed costs incurred on behalf of managed communities. See page 53 for more information on 49 (3) National Investment Center for Seniors Housing & Care (NIC) IL, AL, and MC units in NIC reported markets, NIC Supply Set Q1’25. Non-GAAP Financial Measures.


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    Brookdale Is Well Positioned to Capitalize on Tailwinds Going Forward Brookdale has been Taking Strategic Actions to Improve Operating Metrics and has Become Cash Flow Positive as of Q1’25 While Increasing Guidance Brookdale’s Improved Operating Metrics Q1’25 Total Units 55,097 9,092 (3) Adjusted EBITDA margin is back to 2019 levels and expected to Skilled Nursing continue to increase Independent Memory Care Memory Care 2% Independent Living 16% 17% 25% Living 37% Adjusted EBITDA margin(3) is forecasted to remain in line with Sonida, Portfolio Mix Brookdale’s only comparable operator Assisted 56% Living 47% Assisted Living Q1’25A Same Brookdale has seen strong occupancy growth over the last three years $6,507 $4,274 and has performed in line with industry averages (including Sonida Community RevPOR and broader peer universe(4) of Healthcare REITs such as Ventas) Asset Ownership(1) 59.2% 77.6% Further occupancy recovery to a pre-pandemic rate of 84.5% would yield $170M in incremental revenue and $125M in incremental Private Pay % ~94% ~92% operating income, after giving effect to the 55 currently leased Ventas communities we expect to exit by year-end ‘25E – ‘26E (2) 17.8% 7.7% EPS Growth NOI margins(5) are holding at industry leading levels ‘25E – ‘27E Adjusted (2)(6) 12.3% 12.7% EBITDA Growth Brookdale has improved its NOI margin(5) over the last three years by a greater delta compared to Welltower and Ventas Q1’25A Adjusted (3) 15.2% 15.1% EBITDA Margin based on Company disclosures of Adjusted EBITDA and Total Revenue, which includes Reimbursed costs incurred on behalf of Source: Company filings, press releases, and presentations, Green Street Health Care Sector Update, and FactSet as of May 5, 2025. managed communities. See page 53 for more information on Non-GAAP Financial Measures. Note: Latest Sondia filings are Q4’24, Q1’25 data provided for Brookdale on total units, asset ownership and private pay %. (4) Peers include AHR, WELL, and VTR. (1) Sonida does not lease any assets and is under a management or ownership structure since 2021 and currently owns 81 (5) Ortelius refers to Net Operating Income (NOI) Margin, which is not a metric disclosed by the Company. The Company has communities and manages 13. The ownership analysis does not include the 8 JVs but included in total number of communities. historically disclosed Combined Segment Operating Income Margin, which appears to be calculated the same as Ortelius’ (2) Based on consensus estimates as of FactSet as of 05/05/25. calculation of NOI Margin. See page 53 for definitions. 50 (3) As calculated by Ortelius. The Company has not historically disclosed Adjusted EBITDA Margin. Ortelius’ calculation appears to be (6) See page 53 for more information on Non-GAAP Financial Measures.


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    Executive Pay Tightly Aligned with Outcomes for Shareholders What We Do What We Don’t Do Pay for Performance: A significant portion of our NEOs’ target direct compensation is awarded û No Above Median Benchmarking: The Committee generally aims to provide target total direct in the form of variable, at-risk compensation based on company performance compensation for NEOs that is within or below the market median range identified in the independent compensation consultant’s market study Clawback Policy: Provides for the mandatory recovery of erroneously awarded performance-based compensation paid as a result of any financial restatement consistent with the û No Defined Benefit Plans/SERPs: We do not sponsor any defined benefit pension or supplemental requirements of the NYSE executive retirement plans (SERPs) Caps on Annual Incentive Payouts: Payouts under our annual cash incentive plan are cappedû No Tax Gross Ups: Tax gross-ups are not provided except in the limited circumstance of certain relocation expenses Annual Say on Pay: “Say-on-Pay” advisory vote conducted annually to solicit shareholders’ views û No Excessive Perquisites: Minimal perquisites are provided, other than certain relocation expenses on our executive compensation programsû No Guaranteed Incentive Compensation: Our annual incentive plan and performance-based long Robust Stock Ownership Guidelines: Ownership guidelines require our CEO, CFO, and other term incentive awards do not have minimum guaranteed payout levels–this compensation is “at risk” named executive officers to hold stock valued at 5x, 4x, and 3x base salary, respectivelyû No Pledging or Hedging: Our insider trading policy prohibits all our directors and executive officers Annual Risk Assessment: The Committee conducts a compensation program risk assessment from pledging or hedging Brookdale stock annuallyû No Stock Options: We have never granted stock options 2024 Target Total Direct Compensation Mix(1) We are evaluating revisions of our Base Salary performance based long-term Performance-Based incentive rewards program that consist 13% LTI Awards 21% of 50% time-based RSUs and 50% Base Salary Performance-Based 32% performance-based RSUs, which Target Annual Incentive LTI Awards Other 19% CEO 34% encourage our executives to focus on NEOs Time-Based initiatives that drive growth and LTI Awards increase the market value of our stock, Time-Based LTI Awards Target Annual Incentive 21% 34% 26% while also promoting retention, stock Average Shareholder Support of ~97% for Our ownership, and alignment with the Compensation Over The Last Two Years interests of our shareholders Source: Company Definitive Proxy filed May 15, 2025. 1) Represents elements of 2024 target total direct compensation and, for other NEOs, the average of such other NEOs’ pay mix elements. 51


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    We Hold the Management Team Accountable Year After Year Brookdale implements several measures to ensure management accountability, including in response to challenges posed by the COVID pandemic Certain 2020 Cash Annual Incentives Forfeited in Response to COVID Results of Performance-Based Awards No bonuses were awarded based on formulaic outcomes for the following metrics. Certain performance targets were rendered obsolete by COVID and actual performance failed to meet threshold levels for key metrics Target Actual Payout Award Resident Fee Award Revenue $3,226M $2,893M 0% RevPAR Tranche 1(1) RevPAR Tranche 2(1) RevPAR Tranche 3(1) TSR Tranche 4(2) Year Facility Operating $896M $551M 0% 2022 105.0% 150.0% 145.0% 81.2% Income (FOI) Adjusted Free Cash $87M $24M 0% 2023 58.0% 0.0% TBD(3) TBD(3) Flow (AFCF)(4) 4.4% Worse than 2019 (3) (3) (3) Move-Ins 0% 2024 0.0% TBD TBD TBD growth performance Quality Measures 95.0% N/A 0% Several 0% payouts demonstrate that management doesn’t get rewarded for underperformance – executive pay is aligned with shareholder outcomes and incentives must be earned Source: 2021 through 2025 Brookdale Proxy Statements. 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 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. 2) 3-Year Relative TSR compares our compound annual TSR to the constituent companies of the S&P Midcap 400 index for the period assuming reinvestment of dividends or distributions. The award agreements provide that no additional cash or 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. 3) Vesting period is not yet completed. 52 4) See page 53 for more information on Non-GAAP Financial Measures.


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    Non-GAAP Financial Measures and Certain Definitions Non-GAAP Financial Measures Q1’25 Q1’24 This communication mentions the financial measures Adjusted EBITDA, Adjusted EBITDA after cash financing lease payments, and Adjusted Free Cash Flow, which are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). Reference to these non-GAAP financial measures is intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, or net cash provided by (used in) operating activities. The Company Net income (loss) ($65.0) ($29.6) cautions investors that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. The Company urges investors to review the following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP. Provision (benefit) for income taxes ($0.7) $0.0 Reconciliation of the non-GAAP financial measures included in the 2025 full-year annual guidance to the most comparable GAAP financial measures are not available without unreasonable effort due to the inherent difficulty in forecasting the timing or amounts of items required to reconcile Adjusted EBITDA from the Company’s net income (loss), including but not limited to (a) benefit/provision for income taxes, (b) non-operating income/expense items, (c) depreciation and Loss (gain) on debt modification and amortization, and (d) income/expense associated with non-cash, non-operational, transactional, legal, cost reduction, or organizational restructuring items, and Adjusted Free Cash Flow from the Company’s net cash provided by (used in) extinguishment, net $35.2 $0.0 operating activities, including but not limited to (a) distributions from unconsolidated ventures from cumulative share of net earnings, (b) changes in prepaid insurance premiums financed with notes payable, (c) changes in operating lease assets and liabilities for lease termination, (d) cash paid/received for gain/loss on facility operating lease termination, (e) lessor capital expenditure reimbursements under operating leases, (f) property and casualty insurance proceeds, (g) non-development capital expenditures, and (h) payment of financing lease obligations. Variability in the timing or amounts of items required to reconcile the measure may have a significant impact on the Company’s net income (loss) and net Non-operating loss (gain) on sale of assets, net $0.0 ($0.7) cash provided by (used in) operating activities. Other non-operating (income) loss ($1.3) ($3.4) Adjusted EBITDA Adjusted EBITDA is a non-GAAP performance measure that 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 Interest expense $65.0 $57.7 operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include non-cash impairment charges, operating lease expense adjustment, non-cash stock-based compensation expense, and transaction, legal, and organizational restructuring costs. Transaction costs include those directly related to acquisition, disposition, financing, and leasing activity and stockholder Interest income ($3.6) ($4.8) 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. Income (loss) from operations $29.6 $19.2 The Company believes that presentation of Adjusted EBITDA as a performance measure is useful to investors because (i) it is one of the metrics used by the Company’s management for budgeting and other planning purposes, to review the Company’s historic and prospective core operating performance, and to make day-to-day operating decisions; (ii) it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the Depreciation and amortization $91.0 $86.1 controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other 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; (iii) the Company believes that this measure is used by research analysts and investors to evaluate the Company’s operating results and Asset impairment $1.8 $1.7 to value companies in its industry; and (iv) the Company uses the measure for components of executive compensation. Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest and income tax are necessary to operate the Company’s business under its current financing and capital structure; (ii) excluded depreciation, Operating lease expense adjustment ($3.9) ($13.1) amortization, and impairment charges may represent the wear and tear and/or reduction in value of the Company’s communities, goodwill, and other assets and may be indicative of future needs for capital expenditures; and (iii) the Company may incur income/expense similar to those for which adjustments are made, such as gain/loss on sale of assets, facility operating lease termination, or debt modification and extinguishment, non-cash stock-based compensation Non-cash stock-based compensation expense $4.0 $3.3 expense, and transaction, legal, and other costs, and such income/expense may significantly affect the Company’s operating results. Adjusted Free Cash Flow Transaction, legal, and organizational Adjusted Free Cash Flow is a non-GAAP liquidity measure that the Company defines as net cash provided by (used in) operating activities before: distributions from unconsolidated ventures from cumulative share of net earnings, changes in $1.6 $0.4 restructuring costs prepaid insurance premiums financed with notes payable, changes in operating lease assets and liabilities for lease termination, cash paid/received for gain/loss on facility operating lease termination, and lessor capital expenditure reimbursements under operating leases; plus: property and casualty insurance proceeds and proceeds from refundable entrance fees, net of refunds; less: non-development capital expenditures and payment of financing lease obligations. Adjusted EBITDA $124.1 $97.6 Non-development capital expenditures are comprised of corporate and community-level capital expenditures, including those related to maintenance, renovations, upgrades, and other major building infrastructure projects for the Company’s communities and is presented net of lessor reimbursements. Non-development capital expenditures do not include capital expenditures for: community expansions, major community redevelopment and repositioning projects, and the development of new communities. Net cash provided by (used in) operating The Company believes that presentation of Adjusted Free Cash Flow as a liquidity measure is useful to investors because (i) it is one of the metrics used by the Company’s management for budgeting and other planning purposes, to review the $23.4 ($1.1) activities Company’s historic and prospective sources of operating liquidity, and to review the Company’s ability to service its outstanding indebtedness, pay dividends to stockholders, engage in share repurchases, and make capital expenditures, including development capital expenditures; and (ii) it provides an indicator to management to determine if adjustments to current spending decisions are needed. Changes in prepaid insurance premiums $22.4 $23.3 Adjusted Free Cash Flow has material limitations as a liquidity measure, including: (i) it does not represent cash available for dividends, share repurchases, or discretionary expenditures since certain non-discretionary expenditures, including financed with notes payable mandatory debt principal payments, are not reflected in this measure; (ii) the cash portion of non-recurring charges related to gain/loss on facility lease termination generally represent charges/gains that may significantly affect the Company’s liquidity; and (iii) the impact of timing of cash expenditures, including the timing of non-development capital expenditures, limits the usefulness of the measure for short-term comparisons. Changes in assets and liabilities for lessor capital Definitions expenditure reimbursements under operating ($2.0) ($0.2) Combined Segment Operating Income is defined by the Company as resident fee and management fee revenue of the Company, less facility operating expense. Combined Segment Operating Income does not include general and administrative expense or depreciation and amortization. leases RevPAR, or average monthly senior housing resident fee revenue per available unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to Non-development capital expenditures, net ($41.1) ($50.6) seniors living outside of the Company’s communities and entrance fee amortization), divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. RevPOR, or average monthly senior housing resident fee revenue per occupied unit, is defined by the Company as resident fee revenue for the corresponding portfolio for the period (excluding revenue for private duty services provided to Property and casualty insurance proceeds $1.4 $2.6 seniors living outside of the Company’s communities), divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. Same Community information reflects operating results and data of a consistent population of communities by excluding the impact of changes in the composition of the Company’s portfolio of communities. The operating results exclude Payment of financing lease obligations ($0.3) ($0.3) natural disaster expense and related insurance recoveries. The Company defines its same community portfolio as communities consolidated and operational for the full period in both comparison years. Consolidated communities excluded from the same community portfolio include communities acquired or disposed of since the beginning of the prior year, communities classified as assets held for sale, certain communities planned for disposition including through asset sales or Adjusted Free Cash Flow $3.8 ($26.3) lease terminations, certain communities that have undergone or are undergoing expansion, redevelopment, and repositioning projects, and certain communities that have experienced a casualty event that significantly impacts their operations. Same Community Operating Income is defined by the Company as resident fee revenue less facility operating expense (excluding natural disaster expense and related insurance recoveries) for the Company’s Same Community portfolio. Same ($ in millions) Community Operating Income does not include general and administrative expense or depreciation and amortization. Source: Company filings. 53


    LOGO

    Cautionary Statement This presentation is provided merely as general information and is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security. This presentation does not recommend the purchase or sale of any security. This presentation is not intended to be, nor should it be construed or used as, investment, tax or legal advice. This information is the exclusive property of Brookdale Senior Living Inc. (“Brookdale” or the “Company”) and may not be reproduced or distributed, in whole or in part, without the express prior written consent of the Company. Certain statements in this communication may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks and uncertainties and include all statements that are not historical statements of fact and those regarding the Company’s intent, belief, or expectations. Forward-looking statements are generally identifiable by use of forward-looking terminology such as “may,” “will,” “should,” “could,” “would,” “on track,” “potential,” “intend,” “enable,” “expect,” “endeavor,” “seek,” “anticipate,” “estimate,” “executing,” “believe,” “poised,” “positioned,” “project,” “predict,” “continue,” “plan,” “target,” or other similar words or expressions, and include statements regarding the focus of the Board of Directors and management of the Company, the execution and advancement of the Company’s strategy, the Company’s CEO search process, the Company’s ability to continue to successfully execute on key initiatives, deliver positive financial and operational performance and drive enhanced shareholder value. These forward-looking statements are based on certain assumptions and expectations, and the Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Although the Company believes that expectations reflected in any forward-looking statements are based on reasonable assumptions, it can give no assurance that its assumptions or expectations will be attained and actual results and performance could differ materially from those projected. Factors which could have a material adverse effect on the Company’s operations and future prospects or which could cause events or circumstances to differ from the forward-looking statements include, but are not limited to, events which adversely affect the ability of seniors to afford resident fees, including downturns in the economy, housing market, consumer confidence, or the equity markets and unemployment among resident family members; the effects of senior housing construction and development, lower industry occupancy, and increased competition; conditions of housing markets, regulatory changes, acts of nature, and the effects of climate change in geographic areas where the Company is concentrated; terminations of the Company’s resident agreements and vacancies in the living spaces it leases; changes in reimbursement rates, methods, or timing under governmental reimbursement programs including the Medicare and Medicaid programs; failure to maintain the security and functionality of the Company’s information systems, to prevent a cybersecurity attack or breach, or to comply with applicable privacy and consumer protection laws, including HIPAA; the Company’s ability to complete its capital expenditures in accordance with its plans; the Company’s ability to identify and pursue development, investment, and acquisition opportunities and its ability to successfully integrate acquisitions; competition for the acquisition of assets; the Company’s ability to complete pending or expected disposition, acquisition, or other transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, the risk that regulatory approvals are not obtained or are subject to unanticipated conditions, and uncertainties as to the timing of closing, and the Company’s ability to identify and pursue any such opportunities in the future; risks related to the implementation of the Company’s strategy, including initiatives undertaken to execute on the Company’s strategic priorities and their effect on its results; any resurgence or variants of the COVID-19 pandemic; limits on the Company’s ability to use net operating loss carryovers to reduce future tax payments; delays in obtaining regulatory approvals; the risks associated with tariffs and the uncertain duration of trade conflicts; disruptions in the financial markets or decreases in the appraised values or performance of the Company’s communities that affect the Company’s ability to obtain financing or extend or refinance debt as it matures and the Company’s financing costs; the Company’s ability to generate sufficient cash flow to cover required interest, principal, and long-term lease payments and to fund its planned capital projects; the effect of any non-compliance with any of the Company’s debt or lease agreements (including the financial or other covenants contained therein), including the risk of lenders or lessors declaring a cross default in the event of the Company’s non-compliance with any such agreements and the risk of loss of the Company’s property securing leases and indebtedness due to any resulting lease terminations and foreclosure actions; the inability to renew, restructure, or extend leases, or exercise purchase options at or prior to the end of any existing lease term; the effect of the Company’s indebtedness and long-term leases on the Company’s liquidity and its ability to operate its business; increases in market interest rates that increase the costs of the Company’s debt obligations; the Company’s ability to obtain additional capital on terms acceptable to it; departures of key officers and potential disruption caused by changes in management; increased competition for, or a shortage of, associates, wage pressures resulting from increased competition, low unemployment levels, minimum wage increases and changes in overtime laws, and union activity; environmental contamination at any of the Company’s communities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against the Company, including putative class action complaints; negative publicity with respect to any lawsuits, claims, or other legal or regulatory proceedings; costs to respond to, and adverse determinations resulting from, government inquiries, reviews, audits, and investigations; the cost and difficulty of complying with increasing and evolving regulation, including new disclosure obligations; changes in, or its failure to comply with, employment-related laws and regulations; the risks associated with current global economic conditions and general economic factors on the Company and the Company’s business partners such as inflation, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, tax rates, tariffs, geopolitical tensions or conflicts, and uncertainty surrounding a new presidential administration, the impact of seasonal contagious illness or other contagious disease in the markets in which the Company operates; actions of activist stockholders, including as a result of the current proxy contest and any potential change of control of the Company or the Board; as well as other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”), including those set forth in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in such SEC filings. Readers are cautioned not to place undue reliance on any of these forward-looking statements, which reflect management’s views as of the date of this communication. The Company cannot guarantee future results, levels of activity, performance or achievements, and, except as required by law, it expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained in this communication to reflect any change in the Company’s expectations with regard thereto or change in events, conditions, or circumstances on which any statement is based. This presentation may contain or refer to news, commentary and other information relating to the Company generated by, or sourced from, persons or companies that are not affiliated with the Company. The Company has neither sought nor obtained consent from any other third party to use any statements or information contained herein that have been obtained or derived from statements made or published by such third parties, including, without limitation, information generated by Pangaea Ventures, L.P., which is managed by Ortelius Advisors, L.P. (collectively, “Ortelius”) (collectively, the “Dissident Group”). The Company has not assisted in the preparation of any third party information, including, without limitation, information generated by the Dissident Group. Any statement or information that is obtained or derived from statements made or published by a third party should not be viewed as indicating the support of such third party for any view expressed in this presentation. This presentation may contain links to articles and/or videos (collectively, “Media”). The views and opinions expressed in such Media or those of the author(s)/speaker(s) referenced or quoted in such Media, unless specifically noted otherwise, do not necessarily represent the opinions of the Company. The Company filed its definitive proxy statement (the “Definitive Proxy Statement”) and a BLUE universal proxy card with the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2025 in connection with the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) and its solicitation of proxies for the Company’s director nominees and for other matters to be voted on. This presentation is not a substitute for the Definitive Proxy Statement or any other document that the Company has filed or may file with the SEC in connection with any solicitation by the Company. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH DEFINITIVE PROXY STATEMENT, ACCOMPANYING BLUE UNIVERSAL PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. Stockholders will be able to obtain the Definitive Proxy Statement, any amendments or supplements thereto and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at https://brookdaleinvestors.com. The Company, its directors, executive officers, and certain other employees are deemed to be “participants” (as defined in Section 14(a) of the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s stockholders in connection with the Annual Meeting. The Definitive Proxy Statement contains information regarding the identity of the participants, and their direct and indirect interests, by security holdings or otherwise, in the Company’s securities and can be found in the section titled “Principal Stockholders” of the Definitive Proxy Statement and available here. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4, and 5, which are available on the Company’s website available here or through the SEC’s website at www.sec.gov.

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