Brookdale Completes Acquisition of 17 Communities and Announces Mutually Beneficial Agreement to Acquire 30 Additional Leased Communities from Welltower

BRENTWOOD, Tenn., Oct. 13, 2026 /PRNewswire/ -- Brookdale Senior Living Inc. (NYSE: BKD) ("Brookdale" or the "Company") today announced additional transactions to advance Brookdale's strategy to further increase its real estate ownership and reduce its long-term lease obligations.

Announcement Highlights

• Brookdale completed the previously announced acquisition of 17 communities (735 units) for a purchase price of approximately $157 million, eliminating approximately $11 million of annual cash rent in 2027.
• Brookdale entered into a definitive agreement with Welltower Inc. ("Welltower") to acquire 30 currently leased communities (1,152 units) for a purchase price of $290 million. The Company expects this transaction to reduce 2027 annual cash rent payments by approximately $17.8 million, and the lease would have otherwise matured in 2032.
• Contingent upon closing the 30-community acquisition, a separate 39-community (1,842 units) cash flow positive lease with Welltower would be extended by four years to June 2036 with 2027 annual cash rent payments of approximately $36.6 million. In connection with the amendment, the lease's existing fair market value purchase option would become exercisable at any time at Brookdale's election, rather than only in connection with the lease's maturity, subject to a floor of a 6.5% yield on in-place rent.

"The completed acquisition of 17 communities and the agreement to acquire 30 communities from Welltower together represent another significant step forward in our strategy to own more of the real estate we currently operate. Ownership allows Brookdale to capture the full benefit of future operating growth, while reducing our long-term lease obligations. These transactions are expected to be accretive to Adjusted EBITDA and cash flow," commented Nick Stengle, Brookdale's Chief Executive Officer. He added, "The Welltower lease amendment also will provide valuable flexibility by giving Brookdale the right to exercise a fair market value purchase option at any time during the term of the lease, subject to a pre-negotiated floor."

COMPLETED 17-COMMUNITY PORTFOLIO ACQUISITION

On September 30, Brookdale completed the previously announced acquisition of 17 formerly leased senior living communities for a purchase price of approximately $157 million. The portfolio is comprised of 735 assisted living and memory care units in Colorado, Kansas, Ohio, and Texas. The transaction increases Brookdale's owned share of consolidated units to approximately 77% and eliminates approximately $11 million of annual cash rent in 2027.

The acquisition was funded with cash on hand and $108 million of non-recourse mortgage financing. The debt bears interest at a variable rate based on SOFR plus a margin of 215 basis points and has an initial term of five years with extension options for two additional years.

WELLTOWER PORTFOLIO ACQUISITION

Brookdale recently entered into a definitive agreement with Welltower to acquire the real estate of 30 senior living communities Brookdale currently leases and operates for a purchase price of $290 million. The leased portfolio of 1,152 assisted living and memory care units in 13 states with approximately $17.8 million of annual cash rent for 2027, including approximately $11 million of operating rent and approximately $7 million of financing rent, would have otherwise matured in 2032.

The transaction is expected to close during the fourth quarter of 2026, subject to customary closing conditions, and to be funded with cash on hand and non-recourse mortgage debt. Upon closing, the acquisition will further reduce Brookdale's annual cash rent, increase the Company's consolidated share of owned units to nearly 80%, and is expected to increase Adjusted EBITDA and Adjusted Free Cash Flow.

WELLTOWER LEASE EXTENSION

Brookdale and Welltower also agreed to amend a cash flow positive lease for 39 communities. The amendment, contingent upon closing the Welltower portfolio acquisition, would extend the lease through June 2036 from its current maturity in June 2032 and would be Brookdale's only remaining lease with Welltower. In connection with the extended term, Brookdale's existing fair market value purchase option would become exercisable, subject to a pre-negotiated floor, at any time during the lease. Currently, the purchase option is only available immediately prior to the 2032 existing maturity. All other terms of the lease will remain unchanged.

About Brookdale Senior Living

Brookdale Senior Living Inc. is the nation's premier operator of senior living communities. With 529 communities across 41 states and the ability to serve approximately 45,000 residents as of September 30, 2026, Brookdale is committed to its mission of enriching the lives of seniors through compassionate care, clinical expertise, and exceptional service. The Company, through its affiliates, operates independent living, assisted living, memory care, and continuing care retirement communities, offering tailored solutions that help empower seniors to live with dignity, connection, and purpose. Leveraging deep expertise in healthcare, hospitality, and real estate, Brookdale creates opportunities for wellness, personal growth, and meaningful relationships in settings that feel like home. Guided by its four cornerstones of passion, courage, partnership, and trust, Brookdale is committed to delivering exceptional value and redefining senior living for a brighter, healthier future. Brookdale's stock trades on the New York Stock Exchange under the ticker symbol BKD. For more information, visit brookdale.com or connect with Brookdale on Facebook or YouTube.

SAFE HARBOR

Certain statements in this press release 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," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "believe," "project," "predict," "continue," "plan," "target," or other similar words or expressions, and include statements regarding the Company's expected financial and operational results. 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, the Company's ability to complete pending or expected transactions on agreed upon terms or at all, including in respect of the satisfaction of closing conditions, and uncertainties as to the timing of the closing, 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 obtain additional capital on terms acceptable to it; and the Company's ability to realize the anticipated benefits of an acquisition; as well as other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission, including those set forth in the Company's Annual Report on Form 10-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 press release. 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 press release 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.

Non-GAAP Financial Measures

This press release refers to the financial measures Adjusted EBITDA and Adjusted Free Cash Flow, both of which are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP").

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 operating performance and that management believes impact the comparability of performance between periods.

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 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; less: non-development capital expenditures and payment of financing lease obligations. 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.

SOURCE Brookdale Senior Living Inc.