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| LEI | 254900YX6LQ8K1N8PZ90 |
| CIK | 1043000 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sonida Senior Living, Inc.
SEC Filings (Chronological Order)
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| June 1, 2026 |
EX-99.1 Exhibit 99.1 Sonida Senior Living Appoints Anton Nikodemus as Chief Operating Officer Veteran hospitality executive brings three decades of operational leadership to accelerate scalability, elevate resident experience, and support ongoing growth DALLAS, Texas – June 1, 2026, Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), one of the largest, pure-play owner-operators a |
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| June 1, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) June 1, 2026 Sonida Senior Living, Inc. |
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| June 1, 2026 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.1 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 1, 2026, and effective as of June 15, 2026 (the “Effective Date”), by and between Sonida Senior Living, Inc., a Delaware Corporation (“SSL” or the “Company”), and Anton Nikodemus (“Executive”). WHEREAS, the Company wishes to employ Executive on the terms and conditi |
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| May 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No . |
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| May 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 18, 2026 Sonida Senior Living, Inc. |
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| May 18, 2026 |
Sonida Senior Living, Inc. Common Stock, $0.01 par value per share EQUITY DISTRIBUTION AGREEMENT EX-1.1 Exhibit 1.1 Sonida Senior Living, Inc. Common Stock, $0.01 par value per share EQUITY DISTRIBUTION AGREEMENT May 18, 2026 RBC Capital Markets, LLC 200 Vesey Street New York, New York 10281 BMO Capital Markets Corp. 151 W 42nd Street New York, New York 10036 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Citizens JMP Securities, LLC 101 California Street, 17th Fl |
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| May 18, 2026 |
SONIDA SENIOR LIVING, INC. Up to $250,000,000 of Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-280906 Prospectus Supplement (To Prospectus Dated July 30, 2024) SONIDA SENIOR LIVING, INC. Up to $250,000,000 of Common Stock This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of shares of our common stock, par value $0.01 per share, through RBC Capital Markets, LL |
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| May 13, 2026 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Capitalized terms used in these Unaudited Pro Forma Condensed Combined Financial Statements but not otherwise defined herein shall have the meanings ascribed to those terms in the Prospectus on Form 424(b)(3) filed by SNDA with the SEC on January 5, 2026 and Form 10-Q filed by SNDA with the SEC on May 11, 2026. The fo |
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| May 13, 2026 |
EX-99.1 Exhibit 99.1 FINANCIAL STATEMENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS CNL HEALTHCARE PROPERTIES, INC. AND SUBSIDIARIES Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 2 Consolidated Balance Sheets 4 Consolidated Statements of Operations 5 Consolidated Statements of Comprehensive Income (Loss) 6 Consolidated Statements of Stockholders’ Equity 7 Consolidate |
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| May 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 8, 2026 Sonida Senior Living, Inc. |
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| May 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-13445 Sonida Seni |
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| May 11, 2026 |
INCREASE REQUEST Dated May 7, 2026 Exhibit 10.10 INCREASE REQUEST Dated May 7, 2026 To: BMO Bank N.A., as Administrative Agent for the Lenders party to the Amended and Restated Credit Agreement dated as of December 29, 2025 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among Sonida Senior Living, Inc., the direct and indirect Subsidiaries of the Borrower from time to time party thereto, as Gu |
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| May 11, 2026 |
sndaq12026presentationm SNDA NYSE Listed Investor Presentation First Quarter 2026 May 11, 2026 The Ashton at Anderson Pro Forma Financial Measures and Forward-Looking Statements 2 CHP ADJUSTED PRO FORMA FINANCIAL MEASURES As further described in the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2026, the Company completed its previously announced acquisition of CNL Healthcare Properties, Inc. |
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| May 11, 2026 |
INCREASE REQUEST Dated March 30, 2026 Exhibit 10.9 INCREASE REQUEST Dated March 30, 2026 To: BMO Bank N.A., as Administrative Agent for the Lenders party to the Amended and Restated Credit Agreement dated as of December 29, 2025 (as extended, renewed, amended or restated from time to time, the “Credit Agreement”) among Sonida Senior Living, Inc., the direct and indirect Subsidiaries of the Borrower from time to time party thereto, as |
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| May 11, 2026 |
Sonida Senior Living Announces First Quarter 2026 Results Exhibit 99.1 Sonida Senior Living Announces First Quarter 2026 Results DALLAS, Texas – May 11, 2026 – Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA), a leading owner, operator and investor of senior housing communities, today announced its results for the first quarter ended March 31, 2026. “The first quarter of 2026 marks the beginning of a new phase of ev |
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| May 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 11, 2026 Sonida Senior Living, Inc. |
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| April 28, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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) |
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| April 27, 2026 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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) |
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| April 27, 2026 |
2025 ANNUAL REPORTUNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 Form10-K (MarkOne) È ANNUALREPORTPURSUANTTOSECTION13OR15(d) OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2025 or ‘ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d) OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfrom to Commissionfilenumber:1-13445 SonidaSeniorLiving,Inc. (Exactnameofregistrant |
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| April 27, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 1 |
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| April 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 16, 2026 Sonida Senior Living, Inc. |
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| March 12, 2026 |
Exhibit 10.26 9/19 MASTER CREDIT FACILITY AGREEMENT by and among BERKADIA COMMERCIAL MORTGAGE LLC, as original lender and 19 CAPITAL SENIOR LIVING CORPORATION SUBSIDIARIES, as borrowers DATED DECEMBER 18, 2018 CLOSING DATE: December 18, 2018 [Unless otherwise noted, all documents below are dated as of December 18, 2018] Financing: 19 Capital Senior Living Corporation subsidiaries (collectively, "B |
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| March 12, 2026 |
snda-20251231xex1028 SECOND AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (Repairs) This SECOND AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this "Amendment") dated as of July 30, 2019, is executed by and among THE PARTIES LISTED ON SCHEDULE 1 ATTACHED HERETO ("Borrower") and FANNIE MAE, a corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U. |
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| March 12, 2026 |
Exhibit 21.1 Sonida Senior Living, Inc. SUBSIDIARIES Name Jurisdiction of Organization Percentage Ownership Capital Senior Living, Inc. Texas 100 % Capital Senior Development, Inc. Texas 100 % Capital Senior Management 1, Inc. Texas 100 % Capital Senior Management 2, Inc. Texas 100 % Capital Senior Management AC, Inc. Delaware 100 % Capital Senior Peoria, LLC Delaware 100 % Capital Senior Living P |
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| March 12, 2026 |
snda-20251231xex1027 FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (Repairs) This FIRST AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this "Amendment") dated as of June 18, 2019, is executed by and among THE PARTIES LISTED ON SCHEDULE I A TT ACHED HERETO ("Borrower") and FANNIE MAE, a corporation duly organized under the Federal National Mortgage Association Charter Act, as amended, 12 U. |
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| March 12, 2026 |
SONIDA SENIOR LIVING, INC. Policy on Insider Trading Exhibit 19.1 SONIDA SENIOR LIVING, INC. Policy on Insider Trading As Sonida Senior Living, Inc. (the “Company”) is a public company, employees, officers, directors and consultants of the Company and its subsidiaries have responsibilities under federal securities laws regarding trading the Company’s stock and the disclosure of material information about the Company that is not known by the public. |
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| March 12, 2026 |
INCREASE AND JOINDER TO CREDIT AGREEMENT Exhibit 10.23 INCREASE AND JOINDER TO CREDIT AGREEMENT This INCREASE AND JOINDER TO CREDIT AGREEMENT (this “Agreement”) is made as of March 5, 2026, by and among SONIDA SENIOR LIVING, INC., a Delaware corporation (the “Borrower”), the direct and indirect Subsidiaries of the Borrower party hereto, as guarantor (the “Guarantors”), BMO BANK N.A., as administrative agent (together with any successor a |
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| March 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-1344 |
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| March 12, 2026 |
Exhibit 4.9 DESCRIPTION OF CAPITAL STOCK Unless the context otherwise requires, references to “we,” “us,” “our” and the “Company” refer to Sonida Senior Living, Inc. As of the date of the Annual Report on Form 10-K, of which this Exhibit 4.9 is a part, the Company’s authorized capital stock consists of 100,000,000 shares of common stock of the Company, par value $0.01 per share (“Common Stock”), a |
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| March 11, 2026 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT EX-10.4 Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of March 10, 2026, by and among (i) Sonida Senior Living, Inc., a Delaware corporation (the “Company”), (ii) Conversant Dallas Parkway (A) LP, a Delaware limited partnership (“Investor A”), (iii) Conversant Dallas Parkway (B) LP, a Delaware |
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| March 11, 2026 |
EX-10.3 Exhibit 10.3 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT BY AND AMONG SONIDA SENIOR LIVING, INC., SILK PARTNERS, LP, CONVERSANT DALLAS PARKWAY (A) LP, CONVERSANT DALLAS PARKWAY (B) LP, CONVERSANT DALLAS PARKWAY (D) LP, CONVERSANT DALLAS PARKWAY (F) LP, CONVERSANT PIF AGGREGATOR A LP, CPIF SPARTI SAF, L.P., AND CPIF K CO-INVEST SPT A, L.P. dated as of March 10, 2026 TABLE OF CONTENTS Pag |
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| March 11, 2026 |
PREFERRED STOCK CONVERSION AND WARRANT EXTENSION AGREEMENT EX-10.1 Exhibit 10.1 PREFERRED STOCK CONVERSION AND WARRANT EXTENSION AGREEMENT PREFERRED STOCK CONVERSION AND WARRANT EXTENSION AGREEMENT (this “Agreement”), dated as of March 11, 2026, by and among Sonida Senior Living, Inc., a Delaware corporation (the “Company”), Conversant Dallas Parkway (A) LP, a Delaware limited partnership (“Conversant A”), and Conversant Dallas Parkway (B) LP, a Delaware |
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| March 11, 2026 |
FORM OF INDEMNIFICATION AGREEMENT EX-10.6 Exhibit 10.6 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of [•], 20[•] (the “Effective Date”), by and between Sonida Senior Living, Inc., a Delaware corporation (the “Company”), and [INSERT NAME] (“Indemnitee”). WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons |
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| March 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 11, 2026 Sonida Senior Living, Inc. |
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| March 11, 2026 |
EX-99.1 Exhibit 99.1 Sonida Senior Living Completes $1.8 Billion Strategic Merger with CNL Healthcare Properties, Inc. Creates $3.3 Billion Pure-Play Senior Housing Owner-Operator and Eighth Largest Owner of U.S. Senior Living Assets1 Estimated Normalized FFO Per Share Accretion of 62% on a Run-Rate Basis with Substantial Near-Term and Future Synergies Strengthens Balance Sheet Through Immediate D |
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| March 11, 2026 |
Sonida Senior Living, Inc. Announces Fourth Quarter and Full Year 2025 Results Exhibit 99.1 Sonida Senior Living, Inc. Announces Fourth Quarter and Full Year 2025 Results DALLAS, Texas – March 11, 2026 – Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA) a leading owner, operator and investor of senior housing communities, today announced its results for the fourth quarter and for the full year ended December 31, 2025. “2025 was another d |
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| March 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2026 Sonida Senior Living, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13445 75-2678809 (State or Other Jurisdiction of Incorporation) (Commission |
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| March 11, 2026 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK PAR VALUE $0.01 OF SONIDA SENIOR LIVING, INC. Sonida Senior Living, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Company”), hereby certifies as follows: 1. The Company’s Certificate of Designation, P |
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| March 11, 2026 |
sndaq4-fy2025investordec SNDA NYSE Listed Investor Presentation Fourth Quarter and Full Year 2025 March 11, 2026 The Ashton at Anderson Forward-Looking Statements 2 Explanatory Note As further described in the Company’s Current Report on Form 8-K filed with the SEC on March 11, 2026, the Company completed its previously announced acquisition of CNL Healthcare Properties, Inc. |
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| March 11, 2026 |
EX-3.2 Exhibit 3.2 CERTIFICATE OF ELIMINATION OF SONIDA SENIOR LIVING, INC. (Pursuant to Section 151 of the Delaware General Corporation Law) Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, Sonida Senior Living, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows: FIRST |
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| March 11, 2026 |
SECOND RESTATED CERTIFICATE OF INCORPORATION SONIDA SENIOR LIVING, INC. EX-3.3 Exhibit 3.3 SECOND RESTATED CERTIFICATE OF INCORPORATION OF SONIDA SENIOR LIVING, INC. Sonida Senior Living, Inc., a corporation organized and existing under the laws of Delaware (the “Corporation”), hereby certifies as follows: A. The name of the Corporation is Sonida Senior Living, Inc. B. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State o |
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| March 11, 2026 |
EX-10.5 Exhibit 10.5 BRIDGE LOAN AGREEMENT DATED AS OF MARCH 10, 2026 AMONG SONIDA SENIOR LIVING, INC., AS BORROWER THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, ROYAL BANK OF CANADA, AS ADMINISTRATIVE AGENT AND BMO BANK N.A., AS COLLATERAL AGENT ROYAL BANK OF CANADA, AS SYNDICATION AGENT RBC CAPITAL MARKETS1 AND BMO CAPITAL MARKETS CORP., AS JOINT LEAD |
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| March 11, 2026 |
AMENDMENT TO WARRANT AGREEMENT EX-10.2 Exhibit 10.2 AMENDMENT TO WARRANT AGREEMENT This Amendment to Warrant Agreement (this “Amendment”) is made and entered into as of March 11, 2026, by and between Sonida Senior Living, Inc. (formerly known as Capital Senior Living Corporation), a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its fully owned subsidiary Computershare Tr |
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| March 11, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2026 Sonida Senior Living, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13445 75-2678809 (State or Other Jurisdiction of Incorporation) (Commission |
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| February 26, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2026 Sonida Senior Living, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13445 75-2678809 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 23, 2026 |
EX-10.1 Exhibit 10.1 This Award is expressly conditioned upon the Required Conditions described in Section 12. If either of the Required Conditions does not occur for any reason, then this Award shall automatically terminate and be forfeited in its entirety for no consideration. PERFORMANCE STOCK UNIT AWARD PURSUANT TO THE SONIDA SENIOR LIVING, INC. 2019 OMNIBUS STOCK AND INCENTIVE PLAN This Perfo |
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| February 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 23, 2026 Sonida Senior Living, Inc. |
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| February 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2026 Sonida Senior Living, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13445 75-2678809 (State or Other Jurisdiction of Incorporation) (Commiss |
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| February 13, 2026 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2026 Sonida Senior Living, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13445 75-2678809 (State or Other Jurisdiction of Incorporation) (Com |
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| January 6, 2026 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-292187 To the Stockholders of Sonida Senior Living, Inc.: On behalf of the board of directors (the “SNDA Board”) of Sonida Senior Living, Inc. (“SNDA”), we are pleased to enclose the accompanying joint proxy statement/prospectus relating to the proposed acquisition of CNL Healthcare Properties, Inc. (“CHP”) by SNDA. We a |
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| January 5, 2026 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2025 Sonida Senior Living, Inc. (Exact name of registrant as specified in its charter) Delaware 1-13445 75-2678809 (State or Other Jurisdiction of Incorporation) (Com |
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| January 5, 2026 |
EX-10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF DECEMBER 29, 2025 AMONG SONIDA SENIOR LIVING, INC., AS BORROWER THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BMO BANK N.A., AS ADMINISTRATIVE AGENT RBC CAPITAL MARKETS1, CITIZENS BANK, N.A., JPMORGAN CHASE BANK, N.A., KEYBANK NATIONAL ASSOCIATION, AND WELLS FAR |
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| January 5, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2025 Sonida Senior Living, Inc. (Exact name of registrant as specified in its charter) Delaware 1-13445 75-2678809 (State or Other Jurisdiction of Incorporation) (Commiss |
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| January 2, 2026 |
EX-99.1 Exhibit 99.1 Sonida Senior Living, Inc.Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Special Meeting Proxy Card [GRAPHIC APPEARS HERE] IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. [GRAPHIC APPEARS HERE] A Proposals – The Board of Directors recommends a vote FOR Proposal |
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| January 2, 2026 |
SONIDA SENIOR LIVING, INC. 14755 Preston Rd, Ste 810 Dallas, TX 75254 January 2, 2026 Acceleration Request SONIDA SENIOR LIVING, INC. 14755 Preston Rd, Ste 810 Dallas, TX 75254 January 2, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sonida Senior Living, Inc. Registration Statement on Form S-4 File No. 333-292187 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 193 |
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| January 2, 2026 |
As filed with the Securities and Exchange Commission on January 2, 2026 S-4/A Table of Contents As filed with the Securities and Exchange Commission on January 2, 2026 Registration No. |
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| January 2, 2026 |
Consent of KeyBanc Capital Markets Inc. EX-99.4 Exhibit 99.4 Consent of KeyBanc Capital Markets Inc. We hereby consent to (i) the inclusion of our opinion letter dated November 4, 2025, to the Board of Directors of CNL Healthcare Properties, Inc. (“CHP”) and the Special Committee of the Board of Directors of CHP, as Annex C to the joint proxy statement/prospectus of CHP and Sonida Senior Living, Inc. (“SNDA”), which forms part of Amendm |
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| January 2, 2026 |
EX-99.2 Exhibit 99.2 CHP ANNUAL MEETING FORM OF PROXY CNL Healthcare Properties, Inc. (Logo) P.O. Box 4920 Orlando, FL 32802-4920 VOTE BY INTERNET— www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the |
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| December 17, 2025 |
CONSENT OF RBC CAPITAL MARKETS, LLC EX-99.3 Exhibit 99.3 CONSENT OF RBC CAPITAL MARKETS, LLC The Board of Directors Sonida Senior Living, Inc. 14755 Preston Road, Suite 810 Dallas, Texas 75254 The Board of Directors: We hereby consent to the inclusion of our opinion letter, dated November 4, 2025, to the Board of Directors of Sonida Senior Living, Inc. (“SNDA”) as Annex B to, and reference to such opinion letter under the headings “ |
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| December 17, 2025 |
As filed with the Securities and Exchange Commission on December 17, 2025 S-4 As filed with the Securities and Exchange Commission on December 17, 2025 Registration No. |
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| December 17, 2025 |
EX-99.1 Exhibit 99.1 Sonida Senior Living, Inc.Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Special Meeting Proxy Card [GRAPHIC APPEARS HERE] IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. [GRAPHIC APPEARS HERE] A Proposals – The Board of Directors recommends a vote FOR Proposal |
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| December 17, 2025 |
Consent of Person Named as Anticipated to Become A Director December 17, 2025 EX-99.6 Exhibit 99.6 Consent of Person Named as Anticipated to Become A Director December 17, 2025 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Sonida Senior Living, Inc. (“SNDA”), and all amendments thereto (the “Registration Statement”) and any related prospectus filed pursuant to Ru |
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| December 17, 2025 |
Calculation of Filing Fee Tables S-4 SONIDA SENIOR LIVING, INC. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward |
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| December 17, 2025 |
Consent of KeyBanc Capital Markets Inc. EX-99.4 Exhibit 99.4 Consent of KeyBanc Capital Markets Inc. We hereby consent to (i) the inclusion of our opinion letter dated November 4, 2025, to the Board of Directors of CNL Healthcare Properties, Inc. (“CHP”) and the Special Committee of the Board of Directors of CHP, as Annex C to the joint proxy statement/prospectus of CHP and Sonida Senior Living, Inc. (“SNDA”), which forms part of the Re |
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| December 17, 2025 |
EX-99.2 Exhibit 99.2 CHP ANNUAL MEETING FORM OF PROXY CNL Healthcare Properties, Inc. (Logo) P.O. Box 4920 Orlando, FL 32802-4920 VOTE BY INTERNET— www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the website and follow the |
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| December 17, 2025 |
Consent of Person Named as Anticipated to Become A Director December 17, 2025 EX-99.5 Exhibit 99.5 Consent of Person Named as Anticipated to Become A Director December 17, 2025 Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Sonida Senior Living, Inc. (“SNDA”), and all amendments thereto (the “Registration Statement”) and any related prospectus filed pursuant to Ru |
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| December 16, 2025 |
EX-3.1 Exhibit 3.1 THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED BYLAWS OF SONIDA SENIOR LIVING, INC. (Effective as of December 10, 2025) The Second Amended and Restated Bylaws, as amended (the “Bylaws”), of Sonida Senior Living, Inc., a Delaware corporation, are hereby amended to add the following new Section 2.13 and Section 2.14: 2.13. Advance Notice of Nominations. Nominations of persons |
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| December 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) December 10, 2025 Sonida Senior Living, Inc. |
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| November 10, 2025 |
sndaq32025investordeckf SNDA NYSE Listed Leading Owner, Operator & Investor Investor Presentation Third Quarter 2025 November 10, 2025 Forward-Looking Statements 2 This investor presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. |
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| November 10, 2025 |
Sonida Senior Living Announces Third Quarter 2025 Results Exhibit 99.1 Sonida Senior Living Announces Third Quarter 2025 Results DALLAS, Texas – November 10, 2025 – Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA), a leading owner, operator and investor of senior housing communities, today announced its results for the third quarter ended September 30, 2025. “In the third quarter, total portfolio community NOI grew |
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| November 10, 2025 |
Filed by: Sonida Senior Living, Inc. 425 Filed by: Sonida Senior Living, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sonida Senior Living, Inc. Commission File No. 001-13445 Date: November 10, 2025 Sonida Senior Living, Inc. NYSE:SNDA FQ3 2025 Earnings Call Transcript Monday, November 10, 2025 4:00 PM GMT EXECUTIVES: Brandon M. Ribar President, CEO & Director Kevin Detz Chief Financial Officer PARTICIP |
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| November 10, 2025 |
sndaq38-knov102025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 10, 2025 Sonida Senior Living, Inc. |
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| November 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 10, 2025 Sonida Senior Living, Inc. |
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| November 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-13445 Sonida |
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| November 6, 2025 |
Filed by: Sonida Senior Living, Inc. 425 Filed by: Sonida Senior Living, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sonida Senior Living, Inc. Commission File No. 001-13445 Date: November 6, 2025 The following is a transcript of the investor call held by Sonida Senior Living, Inc. on November 5, 2025 at 2:00 PM GMT. EXECUTIVES: Brandon M. Ribar President, CEO & Director Kevin Detz Chief Financial Offi |
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| November 5, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2025 Sonida Senior Living, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 1-13445 75-2678809 (State or Other Jurisdiction of Incorporation) (Commissi |
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| November 5, 2025 |
425 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| November 5, 2025 |
Filed by: Sonida Senior Living, Inc. 425 Filed by: Sonida Senior Living, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sonida Senior Living, Inc. Commission File No. 001-13445 Date: November 5, 2025 The following communication was sent by Sonida on November 5, 2025. Email Message: Continuing our Growth and Town Hall this Morning! Good Morning Team! As you may have seen in today’s public release, we annou |
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| November 5, 2025 |
EX-10.2 Exhibit 10.2 INVESTMENT AGREEMENT BY AND BETWEEN SONIDA SENIOR LIVING, INC. AND SILK PARTNERS, LP DATED AS OF NOVEMBER 4, 2025 TABLE OF CONTENTS ARTICLE I ISSUANCE AND SALE OF COMMON STOCK; CLOSING 1 SECTION 1.1 Issuance and Sale of Common Stock 1 SECTION 1.2 Purchase Price 2 SECTION 1.3 Closing 2 SECTION 1.4 Adjustments 2 ARTICLE II REPRESENTATIONS AND WARRANTIES 3 SECTION 2.1 Representat |
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| November 5, 2025 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION INVESTMENT AGREEMENT BY AND AMONG SONIDA SENIOR LIVING, INC., CONVERSANT PIF AGGREGATOR A LP, CPIF SPARTI SAF, L.P., CONVERSANT DALLAS PARKWAY (A) LP, AND CPIF K CO-INVEST SPT A, L.P. DATED AS OF NOVEMBER 4, 2025 TABLE OF CONTENTS ARTICLE I ISSUANCE AND SALE OF COMMON STOCK; CLOSING 2 SECTION 1.1 Issuance and Sale of Common Stock 2 SECTION 1.2 Purchase Price |
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| November 5, 2025 |
425 Filed by: Sonida Senior Living, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sonida Senior Living, Inc. Commission File No. 001-13445 Date: November 5, 2025 Sonida and CNL Healthcare Properties A Compelling Combination November 5, 2025 Disclaimer Important Information and Where to Find It • This presentation relates to a proposed transaction involving the Sonida |
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| November 5, 2025 |
EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER AMONG SONIDA SENIOR LIVING, INC., SPARTI MERGER SUB, INC., SSL SPARTI LLC, CHP MERGER CORP. AND CNL HEALTHCARE PROPERTIES, INC. DATED AS OF NOVEMBER 4, 2025 TABLE OF CONTENTS Page Article 1 DEFINITIONS 4 Section 1.1 Definitions 4 Section 1.2 Interpretation and Rules of Construction 23 Article 2 THE TRANSACTIONS 25 Section 2.1 Tra |
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| November 5, 2025 |
EX-99.1 Exhibit 99.1 Sonida Senior Living Announces Strategic Merger with CNL Healthcare Properties, Inc. in a Stock and Cash Transaction Valued at Approximately $1.8 Billion, Creating $3 Billion Pure-Play Senior Housing Owner-Operator 2026E Normalized FFO Accretion of 28% to 62% Based on an Asymmetric Collar with Substantial Near-Term and Future Synergies Strengthens Balance Sheet Through Immedia |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 7, 2025 Sonida Senior Living, Inc. |
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| August 13, 2025 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of August 7, 2025 by and among EACH OF THE PERSONS SIGNATORY HERETO AND NAMED ON ANNEX A, ALLY BANK for itself as a Lender and as Administrative Agent for all Lenders, and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO AS LENDERS TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION 2 1.1 Spe |
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| August 11, 2025 |
Sonida Senior Living Announces Second Quarter 2025 Results Exhibit 99.1 Sonida Senior Living Announces Second Quarter 2025 Results DALLAS, Texas – August 11, 2025 – Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA), a leading owner, operator and investor of senior housing communities, today announced its results for the second quarter ended June 30, 2025. “Sonida delivered strong total portfolio community NOI in the s |
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| August 11, 2025 |
Form of RSU Award Agreement (Director Form) RESTRICTED STOCK UNIT AWARD PURSUANT TO THE SONIDA SENIOR LIVING, INC. |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 11, 2025 Sonida Senior Living, Inc. |
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| August 11, 2025 |
snda-20250630xex992 Investor Presentation Second Quarter 2025 SNDA NYSE Listed August 11, 2025 Leading Owner, Operator & Investor Forward-Looking Statements 2 This investor presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. |
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| August 11, 2025 |
Form of RSU Award Agreement (Employee Form) RESTRICTED STOCK UNIT AWARD PURSUANT TO THE SONIDA SENIOR LIVING, INC. |
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| August 11, 2025 |
Form of PSU Award Agreement PERFORMANCE STOCK UNIT AWARD PURSUANT TO THE SONIDA SENIOR LIVING, INC. |
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| August 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-13445 Sonida Senio |
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| June 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 10, 2025 Sonida Senior Living, Inc. |
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| June 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 9, 2025 Sonida Senior Living, Inc. |
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| June 9, 2025 |
Exhibit 99.1 Sonida Closes Two Previously Announced Senior Living Asset Acquisitions Completes purchases in Atlanta and Tampa submarkets for a combined purchase price of $22 million DALLAS, Texas – June 9, 2025, Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), a leading owner, operator and investor in senior living communities, announced today the closing of its latest acquisit |
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| May 12, 2025 |
Investor Presentation First Quarter 2025 SNDA NYSE Listed May 12, 2025 Leading Owner, Operator & Investor Forward-Looking Statements 2 This investor presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-13445 Sonida Seni |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 12, 2025 Sonida Senior Living, Inc. |
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| May 12, 2025 |
Sonida Senior Living Announces First Quarter 2025 Results Exhibit 99.1 Sonida Senior Living Announces First Quarter 2025 Results DALLAS, Texas – May 12, 2025 – Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA), a leading owner, operator and investor of senior housing communities, today announced its results for the first quarter ended March 31, 2025. “Sonida’s strong execution on its organic and inorganic growth stra |
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| April 29, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 1 |
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| April 29, 2025 |
2024 ANNUAL REPORTShareholder Letter 2024 was a transformational year for Sonida, led by our exceptional leadership teams across the business. |
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| April 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 1, 2025 Sonida Senior Living, Inc. |
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| March 17, 2025 |
Sonida Senior Living, Inc. Announces Fourth Quarter and Full Year 2024 Results Exhibit 99.1 Sonida Senior Living, Inc. Announces Fourth Quarter and Full Year 2024 Results DALLAS, Texas – March 17, 2025 – Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA) a leading owner, operator and investor of senior housing communities, today announced its results for the fourth quarter and for the full year ended December 31, 2024. “2024 was a transfo |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 17, 2025 Sonida Senior Living, Inc. |
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| March 17, 2025 |
FORM FORM PERFORMANCE AWARD UNDER THE SONIDA SENIOR LIVING, INC. 2019 OMNIBUS STOCK AND INCENTIVE PLAN Effective as of [•] (“Date of Grant”), a PERFORMANCE AWARD (“Award”) was granted by Sonida Senior Living, Inc. (the “Company”) to [NAME] (the “Holder”). This Performance Award is in all respects subject to the terms, definitions and provisions, of the Company 2019 Omnibus Stock and Incentive Plan |
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| March 17, 2025 |
Execution Version AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 17, 2024 (the “Effective Date”), by and between Sonida Senior Living, Inc. |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-1344 |
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| March 17, 2025 |
Execution Version SEPARATION AND CONSULTING AGREEMENT This Separation and Consulting Agreement (this “Agreement”) is entered into by Sonida Senior Living, Inc. |
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| March 17, 2025 |
FORM FORM OUTSIDE DIRECTOR’S RESTRICTED SHARE UNIT AWARD UNDER THE SONIDA SENIOR LIVING, INC. |
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| March 17, 2025 |
FORM FORM PERFORMANCE AWARD UNDER THE SONIDA SENIOR LIVING, INC. 2019 OMNIBUS STOCK AND INCENTIVE PLAN Effective as of , 202 (“Date of Grant”), a PERFORMANCE AWARD (“Award”) was granted by Sonida Senior Living, Inc. (the “Company”) to [NAME] (the “Holder”). This Performance Award is in all respects subject to the terms, definitions and provisions, of the 2019 Omnibus Stock and Incentive Plan For S |
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| March 17, 2025 |
Investor Presentation Fourth Quarter and Full Year 2024 SNDA NYSE Listed March 17, 2025 Leading Owner, Operator & Investor Forward-Looking Statements 2 This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. |
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| March 17, 2025 |
Sonida Senior Living, Inc. Supplemental Compensation Recovery Policy Supplemental (Effective 4/5/24) Sonida Senior Living, Inc. Supplemental Compensation Recovery Policy 1.Purpose. Sonida Senior Living, Inc. (the “Company”) is committed to doing business ethically and in compliance with the law and maintaining a strong culture of integrity. The purpose of this Policy is to set forth the procedures established by the Company’s Board of Directors (the “Board”) for (a |
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| March 17, 2025 |
Exhibit 21.1 Sonida Senior Living, Inc. SUBSIDIARIES Name Jurisdiction of Organization Percentage Ownership Capital Senior Living, Inc. Texas 100 % Capital Senior Development, Inc. Texas 100 % Capital Senior Management 1, Inc. Texas 100 % Capital Senior Management 2, Inc. Texas 100 % Capital Senior Management AC, Inc. Delaware 100 % Capital Senior Peoria, LLC Delaware 100 % Capital Senior Living P |
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| March 17, 2025 |
FORM FORM OF EMPLOYEE’S RESTRICTED STOCK AWARD UNDER THE SONIDA SENIOR LIVING, INC. |
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| March 17, 2025 |
FORM FORM OUTSIDE DIRECTOR’S RESTRICTED STOCK AWARD UNDER THE SONIDA SENIOR LIVING, INC. |
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| March 17, 2025 |
Sonida Senior Living, Inc. Policy on Insider Trading SONIDA SENIOR LIVING, INC. Policy on Insider Trading (Page One of Eight) In October 1997, Capital Senior Living Corporation (the “Company”) began trading shares of Common Stock on the New York Stock Exchange under the symbol CSU. On November 15, 2021, Capital Senior Living Corporation changed its name to Sonida Senior Living, Inc., whose ticker symbol is SNDA. Because the Company is a public compa |
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| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) December 31, 2024 Sonida Senior Living, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-13445 75-2678809 (Commissi |
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| January 6, 2025 |
Exhibit 99.1 Sonida Announces Latest Asset Acquisition and Closing of Fannie Mae Maturity Modifications Completes purchase of recently built senior living community in Cincinnati for $16.3 million with favorable financing terms Brings total 2024 acquired properties to 20 and total operating portfolio to 94 communities Completes previously disclosed Fannie Mae loan modification extending maturities |
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| January 6, 2025 |
Exhibit 10.1 Execution Version OMNIBUS AMENDMENT TO MULTIFAMILY LOAN AND SECURITY AGREEMENTS This OMNIBUS AMENDMENT TO MULTIFAMILY LOAN AND SECURITY AGREEMENTS (this “Amendment”) is made as of December 31, 2024, by and among (i) each entity identified as a “Borrower” on Schedule 1 hereto (each individually, a “Borrower” and collectively the “Borrowers”), (ii) Sonida Senior Living, Inc., a Delaware |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) December 17, 2024 Sonida Senior Living, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-13445 75-2678809 (Commissi |
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| December 17, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No . |
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| December 17, 2024 |
Exhibit 99.1 Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Carve-Out Financial Statements Year Ended December 31, 2023 Palm Communities (a Carve-Out of Principal Senior Living Group) Financial Statements Year Ended December 31, 2023 Palm Communities (a Carve-Out of Principal Senior Living Group) Contents 2 Independent Auditor’s Report 3-4 Combined Carve-Out Financial Sta |
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| December 17, 2024 |
Exhibit 99.2 Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Carve-Out Financial Statements Nine Months Ended September 30, 2024 Palm Communities (a Carve-Out of Principal Senior Living Group) Financial Statements Nine Months Ended September 30, 2024 Palm Communities (a Carve-Out of Principal Senior Living Group) Contents 2 Combined Carve-Out Financial Statements Balance S |
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| December 17, 2024 |
UNAUDITED PRO FORMA FINANCIAL STATEMENTS EXHIBIT 99.3 UNAUDITED PRO FORMA FINANCIAL STATEMENTS Background As previously disclosed, on August 12, 2024, Sonida Senior Living, Inc., through various wholly-owned subsidiaries (the “Company” and “Sonida”), entered into eight asset purchase agreements (the “Palm PSAs”) with various affiliates of Principal Senior Living Group for the acquisition of eight senior living communities (collectively, |
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| November 13, 2024 |
Sonida Senior Living Announces Third Quarter 2024 Results Exhibit 99.1 Sonida Senior Living Announces Third Quarter 2024 Results DALLAS, Texas – November 13, 2024 – Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA) a leading owner, operator and investor of senior housing communities, today announced its results for the third quarter ended September 30, 2024. “Sonida’s emphasis on its results-driven operational, finan |
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| November 13, 2024 |
Investor Presentation Third Quarter 2024 November 13, 2024 A Leading Owner, Operator & Investor SNDA NYSE Listed Forward-Looking Statements 2 This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 13, 2024 Sonida Senior Living, Inc. |
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| November 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-13445 Sonida |
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| October 28, 2024 |
Sonida Announces General Counsel Transition Exhibit 99.1 Sonida Announces General Counsel Transition DALLAS, Texas – October 28, 2024, Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), a leading owner, operator and investor in senior living communities, announced today that Tabitha Bailey will be appointed senior vice president and chief legal officer, effective January 1, 2025, reporting to President and Chief Executive |
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| October 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 22, 2024 Sonida Senior Living, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-13445 75-2678809 (Commissio |
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| October 17, 2024 |
SNDA / Sonida Senior Living, Inc. / Conversant Capital LLC Activist Investment SC 13D/A 1 ff400304013da6-conversant.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 6)* Sonida Senior Living, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 14047 |
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| October 17, 2024 |
Joint Filing Agreement, dated October 17, 2024. EX-99.1 CHARTER 2 exhibit99.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock and Preferred Stock of Sonida Senior Living, Inc., and further agree to the filing of this a |
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| October 8, 2024 |
SONIDA SENIOR LIVING, INC. October 8, 2024 SONIDA SENIOR LIVING, INC. October 8, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sonida Senior Living, Inc. Registration Statement on Form S-3 (File No. 333-282375) Request for Acceleration of Effectiveness Ladies and Gentlemen: Sonida Senior Living, Inc. (the “Company”) hereby respectfully requests that the effec |
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| October 7, 2024 |
EX-99.1 Exhibit 99.1 Sonida Continues to Execute on its Accretive Growth Plan and Upsizes its Revolver Completes previously announced acquisition of eight senior living communities in the Southeast for $103 million, bringing total year-to-date acquired properties to 17 and total operating portfolio to 91 communities Enters into agreement to acquire two new communities in Atlanta, GA for $29 millio |
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| October 7, 2024 |
EX-99.2 Exhibit 99.2 A Leading Owner, Operator & Investor of Senior Housing Communities SNDA│ NYSE Listed Investor Presentation October 2024 Forward-Looking Statements This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. (the “Company,” “we,” “our” or “us” |
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| October 7, 2024 |
Credit Agreement, dated July 24, 2024, among Sonida Senior Living, Inc. and BMO Bank, N.A. EX-10.1 EXHIBIT 10.1 EXECUTION VERSION CREDIT AGREEMENT DATED AS OF JULY 24, 2024 AMONG SONIDA SENIOR LIVING, INC., AS BORROWER THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, AND BMO BANK N.A., AS ADMINISTRATIVE AGENT BMO CAPITAL MARKETS CORP., AS A JOINT LEAD ARRANGER AND JOINT BOOK RUNNER TABLE OF CONTENTS SECTION HEADING PAGE SECTION 1. DEFINITION |
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| October 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 1, 2024 Sonida Senior Living, Inc. |
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| October 7, 2024 |
October 7, 2024 Brandon Ribar President and Chief Executive Officer Sonida Senior Living, Inc. |
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| October 4, 2024 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned each acknowledges that each sh |
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| September 27, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Sonida Senior Living, Inc. |
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| September 27, 2024 |
As filed with the Securities and Exchange Commission on September 27, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on September 27, 2024 Registration No. |
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| August 21, 2024 |
EX-1 3 ex110.htm Execution Version LOCK-UP AGREEMENT August 15, 2024 Morgan Stanley & Co. LLC RBC Capital Markets, LLC BMO Capital Markets Corp. As representatives of the several Underwriters c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o RBC Capital Markets, LLC 200 Vesey Street, 8th Floor New York, New York 10281 c/o BMO Capital Markets Corp. 151 W 42nd Street, 32nd Floo |
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| August 21, 2024 |
EX-99 4 ex991.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock and Preferred Stock of Sonida Senior Living, Inc., and further agree to the filing of this agreement as an |
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| August 21, 2024 |
SNDA / Sonida Senior Living, Inc. / Conversant Capital LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 5)* Sonida Senior Living, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 140475203 (CUSIP Number) Paul Dumaine Conversa |
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| August 21, 2024 |
EX-1 2 ex19nv.htm Docusign Envelope ID: DE5EA26A-1416-4096-83AC-DA3E3D71D4DB SONIDA SENIOR LIVING, INC. 14755 Preston Road, Suite 810 Dallas, Texas 75254 August 12,2024 Conversant Dallas Parkway (A) LP Conversant Dallas Parkway (B) LP do Conversant Capital LLC 25 Deforest Avenue Summit, New Jersey 07901 Attention: Keith O'Connor Re: Consent and Waiver of Preemptive Rights All: Reference is made to |
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| August 19, 2024 |
Exhibit 1.1 Execution Version 4,300,000 Shares SONIDA SENIOR LIVING, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENT August 15, 2024 August 15, 2024 Morgan Stanley & Co. LLC RBC Capital Markets, LLC BMO Capital Markets Corp. As Representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o RBC Capit |
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| August 19, 2024 |
4,300,000 Shares Sonida Senior Living, Inc. Common Stock 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-280906 PROSPECTUS SUPPLEMENT (To Prospectus Dated July 19, 2024) 4,300,000 Shares Sonida Senior Living, Inc. Common Stock We are offering 4,300,000 shares of our common stock, par value $0.01 per share. Our common stock is listed on the New York Stock Exchange, or the NYSE, under the symbol “SNDA.” The last reported sale |
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| August 19, 2024 |
Sonida Senior Living Announces Public Offering of Common Stock Exhibit 99.1 Sonida Senior Living Announces Public Offering of Common Stock DALLAS, Texas – August 15, 2024 – Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), a leading owner, operator and investor in senior housing communities, announced today that it has commenced an underwritten public offering of 4,000,000 shares of its common stock. The Company expects to grant the underwr |
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| August 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 Sonida Senior Living, Inc. (Exact name of registrant as specified in its charter) Delaware 1-13445 75-2678809 (State or other jurisdiction of incorporation) (Commissio |
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| August 19, 2024 |
EX-4 2 exh-4.htm LOCK-UP AGREEMENT, DATED AS OF AUGUST 15, 2024. Exhibit 4 LOCK-UP AGREEMENT August 15, 2024 Morgan Stanley & Co. LLC RBC Capital Markets, LLC BMO Capital Markets Corp. As representatives of the several Underwriters c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o RBC Capital Markets, LLC 200 Vesey Street, 8th Floor New York, New York 10281 c/o BMO Capital Ma |
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| August 19, 2024 |
Sonida Senior Living Prices Upsized Public Offering of Common Stock Exhibit 99.2 Sonida Senior Living Prices Upsized Public Offering of Common Stock DALLAS, Texas – August 15, 2024 – Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), a leading owner, operator and investor in senior housing communities, announced today that it has priced an underwritten public offering of 4,300,000 shares of its common stock upsized from 4,000,000 shares at launch |
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| August 19, 2024 |
CSU / Capital Senior Living Corp. / Levinson Sam - SC 13D/A Activist Investment SC 13D/A 1 n1361x55-sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* SONIDA Senior Living, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140475104 (CUSIP Number) Shmuel Lieberman c/o GF Investments 810 Seventh Avenue 28th Floor New York, NY 10019 (212) 259-0300 with a copy to |
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| August 15, 2024 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT By and Between Sonida , LLC A DELAWARE LIMITED LIABILITY COMPANY AS “PURCHASER” AND LLC, A GEORGIA LIMITED LIABILITY COMPANY AS “SELLER” FOR THE BENTON HOUSE OF Dated as of August 12, 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND CERTAIN RULES OF CONSTRUCTION 1 SECTION 1.1 DEFINED TERMS 1 SECTION 1.2 CERTAIN ADDITIONAL DEFINITIONS 5 SECTION 1.3 RULES O |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2024 Sonida Senior Living, Inc. (Exact name of registrant as specified in its charter) Delaware 1-13445 75-2678809 (State or other jurisdiction of incorporation) (Commissio |
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| August 15, 2024 |
SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED AUGUST 15, 2024 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-280906 This preliminary prospectus supplement and the accompanying base prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the information in this preliminary prospectus supplement is not complete and may be changed. Thi |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 12, 2024 Sonida Senior Living, Inc. |
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| August 12, 2024 |
Sonida Senior Living Announces Second Quarter 2024 Results Exhibit 99.1 Sonida Senior Living Announces Second Quarter 2024 Results DALLAS, Texas – August 12, 2024 – Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA) a leading owner, operator and investor of senior housing communities, today announced its results for the second quarter ended June 30, 2024. “Continued momentum through focused execution on our operational |
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| August 12, 2024 |
sndaq2investordeckfinal Investor Presentation A Leading Owner, Operator & Investor August 12, 2024 SNDA NYSE Listed Second Quarter 2024 Forward-Looking Statements 2 This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-13445 Sonida Senio |
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| July 26, 2024 |
SONIDA SENIOR LIVING, INC. July 26, 2024 SONIDA SENIOR LIVING, INC. July 26, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sonida Senior Living, Inc. Registration Statement on Form S-3 (File No. 333-280906) Request for Acceleration of Effectiveness Ladies and Gentlemen: Sonida Senior Living, Inc. (the “Company”) hereby respectfully requests that the effecti |
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| July 26, 2024 |
July 26, 2024 Brandon Ribar President and Chief Executive Officer Sonida Senior Living, Inc. |
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| July 19, 2024 |
Calculation of Filing Fee Table EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Sonida Senior Living, Inc. |
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| July 19, 2024 |
As filed with the Securities and Exchange Commission on July 19, 2024 Table of Contents As filed with the Securities and Exchange Commission on July 19, 2024 Registration No. |
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| July 3, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) July 3, 2024 Sonida Senior Living, Inc. |
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| July 1, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sonida Senior Living, Inc. |
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| July 1, 2024 |
As filed with the Securities and Exchange Commission on July 1, 2024 As filed with the Securities and Exchange Commission on July 1, 2024 Registration No. |
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| June 7, 2024 |
Amendment No. 4 to Sonida Senior Living, Inc. 2019 Omnibus Stock and Incentive Plan, as amended. EXHIBIT 10.1 AMENDMENT NO. 4 TO THE SONIDA SENIOR LIVING, INC. 2019 OMNIBUS STOCK AND INCENTIVE PLAN THIS AMENDMENT NO. 4 TO THE SONIDA SENIOR LIVING, INC. 2019 OMNIBUS STOCK AND INCENTIVE PLAN (this “Amendment”), is made effective upon the approval of the stockholders of the Company of this Amendment (the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have th |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) June 4, 2024 Sonida Senior Living, Inc. |
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| June 3, 2024 |
Letter of RSM, dated June 3, 2024 sndaex161sonidaseniorle 400 Locust St Suite 640 Des Moines, IA 50309 T +1 515 558 6600 www.rsmus.com June 3, 2024 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Sonida Senior Living, Inc.’s statements included under Item 4.01(a) of its Form 8-K filed on or around June 3, 2024 and we agree with such statements concerning our firm. |
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| June 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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)) ☐ Defi |
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| June 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 31, 2024 Sonida Senior Living, Inc. |
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| May 13, 2024 |
Exhibit 99.1 Sonida Enhances Executive Team and Board to Support Company Growth Max Levy appointed Chief Investment Officer in newly created role Lilly H. Donohue, a long-time senior living industry executive, to join Board of Directors DALLAS, Texas – May 10, 2024, Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), a leading owner-operator and investor in communities and service |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 10, 2024 Sonida Senior Living, Inc. |
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| May 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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)) ☐ |
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| May 10, 2024 |
Sonida Senior Living Announces First Quarter 2024 Results Exhibit 99.1 Sonida Senior Living Announces First Quarter 2024 Results DALLAS, Texas – May 10, 2024 – Sonida Senior Living, Inc. (the “Company,” “we,” “our,” or “us”) (NYSE: SNDA) a leading owner-operator and investor in communities and services for seniors, today announced its results for the first quarter ended March 31, 2024. “We achieved strong across-the-board results during the first quarter |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-13445 Sonida Seni |
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| May 10, 2024 |
A Leading Operator, Owner and Investor in Senior Living Investor Presentation First Quarter 2024 A Leading Operator, Owner & Investor May 10, 2024 SNDA NYSE Listed Forward-Looking Statements 2 This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 10, 2024 Sonida Senior Living, Inc. |
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| May 9, 2024 |
SC 13D/A 1 ef20028206sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7) Sonida Senior Living, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140475104 (CUSIP Number) Joshua Musher 530 Fifth Avenue, 20th Floor New York, NY 10036 212-650-4660 (Name, Address and Telepho |
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| April 26, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 Ru |
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| April 26, 2024 |
2023 ANNUAL REPORTShareholder Letter Our results in 2023 not only paved the way for growth in 2024 and beyond, they reinforced the strength of our Sonida culture and unique platform. |
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| April 1, 2024 |
Exhibit 1.1 Execution Version Sonida Senior Living, Inc. Common Stock (par value $0.01 per share) At-The-Market Issuance Sales Agreement April 1, 2024 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 Ladies and Gentlemen: Sonida Senior Living, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Mizuho Securities USA LLC (the “A |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 1, 2024 Sonida Senior Living, Inc. |
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| April 1, 2024 |
SONIDA SENIOR LIVING, INC. Up to $75,000,000 of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271545 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 1, 2023) SONIDA SENIOR LIVING, INC. Up to $75,000,000 of Common Stock This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of shares of our common stock, par value $0.01 per share, through Mizuho Securities USA LLC, as th |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-1344 |
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| March 27, 2024 |
A Leading Operator, Owner and Investor in Senior Living Investor Presentation – March 27, 2024 Forward-Looking Statements 2 This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. |
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| March 27, 2024 |
onida Senior Living, Inc. Compensation Recovery Policy Exhibit 97 SONIDA SENIOR LIVING, INC. COMPENSATION RECOVERY POLICY 1. Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to the Company Group. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A pursuant to w |
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| March 27, 2024 |
Description of the Company’s securities Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The only class securities of Sonida Senior Living, Inc. registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, is its common stock, par value $0.01 per share (“Common Stock”). The following description of our Common Stock is a summary and do |
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| March 27, 2024 |
Exhibit 21.1 Sonida Senior Living, Inc. SUBSIDIARIES Name Jurisdiction of Organization Percentage Ownership Capital Senior Living, Inc. Texas 100 % Capital Senior Development, Inc. Texas 100 % Capital Senior Management 1, Inc. Texas 100 % Capital Senior Management 2, Inc. Texas 100 % Capital Senior Management AC, Inc. Delaware 100 % Capital Senior Peoria, LLC Delaware 100 % Capital Senior Living P |
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| March 27, 2024 |
Sonida Senior Living, Inc. Announces Fourth Quarter and Full Year 2023 Results Exhibit 99.1 Sonida Senior Living, Inc. Announces Fourth Quarter and Full Year 2023 Results DALLAS, Texas – March 27, 2024 – Sonida Senior Living, Inc. (the “Company,” “we,” “our,” or “us”) (NYSE: SNDA) announced results for the fourth quarter and for the full year ended December 31, 2023. “2023 was a transformational year for Sonida. We achieved significant performance milestones while accomplish |
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| March 27, 2024 |
Exhibit 3.1 SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED BYLAWS OF SONIDA SENIOR LIVING, INC. (Effective as of March 26, 2024) The Second Amended and Restated Bylaws, as amended (the “Bylaws”), of Sonida Senior Living, Inc., a Delaware corporation, are hereby amended to add the following new Section 9.11: 9.11. Exclusive Forum. Unless the Corporation consents in writing to the selection of |
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| March 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 26, 2024 Sonida Senior Living, Inc. |
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| March 26, 2024 |
Partial Assignment and Assumption of Securities Purchase Agreement, dated March 21, 2024. Exhibit 1.7 PARTIAL ASSIGNMENT AND ASSUMPTION OF SECURITIES PURCHASE AGREEMENT This PARTIAL ASSIGNMENT AND ASSUMPTION OF SECURITIES PURCHASE AGREEMENT (this “Assignment Agreement”) is entered into as of March 21, 2024, by and among Conversant Dallas Parkway (A) LP, a Delaware limited Partnership (“Conversant A”), Conversant Dallas Parkway (B) LP, a Delaware limited Partnership (“Conversant B”, and |
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| March 26, 2024 |
SNDA / Sonida Senior Living, Inc. / Conversant GP Holdings LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 4)* Sonida Senior Living, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 140475203 (CUSIP Number) Paul Dumaine Conversa |
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| March 26, 2024 |
EX-99.1 4 ff3186992ex991-sonida.htm Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock and Preferred Stock of Sonida Senior Living, Inc., and further agree to the filing of th |
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| March 26, 2024 |
Joinder Agreement to Securities Purchase Agreement, dated March 21, 2024. Exhibit 1.8 JOINDER AGREEMENT TO SECURITIES PURCHASE AGREEMENT March 21, 2024 Reference is made to that certain Securities Purchase Agreement, dated as of February 1, 2024 (the “SPA”), by and among Sonida Senior Living, Inc., a Delaware corporation (the “Company”), and each of the purchasers, severally and not jointly, listed on Annex A thereto (collectively, the “Purchasers”). All capitalized ter |
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| March 25, 2024 |
CSU / Capital Senior Living Corp. / Levinson Sam - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* SONIDA Senior Living, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140475104 (CUSIP Number) Shmuel Lieberman c/o GF Investments 810 Seventh Avenue 28th Floor, New York, NY 10019 (212) 259-0300 with a copy to: Robert W. Downes Sullivan & Cromwell |
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| March 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 21, 2024 Sonida Senior Living, Inc. |
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| March 22, 2024 |
Exhibit 3.1 SIXTH CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF SONIDA SENIOR LIVING, INC. Sonida Senior Living, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST: That the Board of Directors of the Corporation duly adopted resolut |
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| February 20, 2024 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 |
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| February 6, 2024 |
EX-10.1 Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT BY AND AMONG SONIDA SENIOR LIVING INC. AND THE PURCHASERS LISTED ON ANNEX A HERETO DATED AS OF FEBRUARY 1, 2024 TABLE OF CONTENTS Page ARTICLE I SALE AND ISSUANCE OF COMMON STOCK; CLOSINGS 1 SECTION 1.1 Sale and Issuance of Common Stock on First Closing Date 1 SECTION 1.2 Sale and Issuance of Common Stock on Second Closing Date 1 |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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)) ☐ |
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| February 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) February 1, 2024 Sonida Senior Living, Inc. |
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| February 6, 2024 |
EX-99.1 Exhibit 99.1 Sonida Senior Living Announces $47.75 Million Equity Raise to Fund Discounted Debt Purchase, Accretive Capital Investments within the Existing Portfolio and Acquisitions Purchased $77.4 million of mortgage indebtedness across seven Sonida communities for $40.2 million, representing a 48% discount Company to invest in high-returning capital projects within the existing portfoli |
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| February 6, 2024 |
SNDA / Sonida Senior Living, Inc. / Conversant GP Holdings LLC Activist Investment SC 13D/A 1 ff299327613da3-sonida.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 3)* Sonida Senior Living, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 140475203 |
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| February 5, 2024 |
EX-3 2 n1361x45-exh3.htm SECURITIES PURCHASE AGREEMENT, DATED AS OF FEBRUARY 1, 2024 Execution Version SECURITIES PURCHASE AGREEMENT BY AND AMONG SONIDA SENIOR LIVING INC. AND THE PURCHASERS LISTED ON ANNEX A HERETO DATED AS OF FEBRUARY 1, 2024 TABLE OF CONTENTS Page ARTICLE I SALE AND ISSUANCE OF COMMON STOCK; CLOSINGS 1 SECTION 1.1 Sale and Issuance of Common Stock on First Closing Date 1 |
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| February 5, 2024 |
SC 13D/A 1 n1361x45-sc13da.htm AMENDMENT NO. 9 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* SONIDA Senior Living, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 140475104 (CUSIP Number) Shmuel Lieberman c/o GF Investments 810 Seventh Avenue 28th Floor, New York, NY 10019 (212) |
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| November 14, 2023 |
Sonida Senior Living, Inc. Announces Third Quarter 2023 Results Exhibit 99.1 Sonida Senior Living, Inc. Announces Third Quarter 2023 Results DALLAS, Texas – November 14, 2023 – Sonida Senior Living, Inc. (the “Company,” “we,” “our,” or “us”) (NYSE: SNDA) announced results for the third quarter ended September 30, 2023. “We continue to see growth in both year-over-year occupancy and revenue that is surpassing industry trends. This strong financial performance c |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-13445 Sonida |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 14, 2023 Sonida Senior Living, Inc. |
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| November 14, 2023 |
A Leading Owner-Operator of Senior Living Communities and Services Investor Presentation – November 14, 2023 Forward-Looking Statements 2 This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. |
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| November 6, 2023 |
EX-1.5 2 exhibit.htm Execution Version AMENDED AND RESTATED EQUITY COMMITMENT AGREEMENT BY AND AMONG SONIDA SENIOR LIVING INC., CONVERSANT DALLAS PARKWAY (A) LP AND CONVERSANT DALLAS PARKWAY (B) LP DATED AS OF SEPTEMBER 29, 2023 ARTICLE I. EQUITY COMMITMENT; PRIVATE PLACEMENT; COMMITMENT FEE SECTION 1.1 The Equity Commitment. 1 SECTION 1.2 Private Placement 2 SECTION 1.3 Commitment Fee 3 SECTION 1 |
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| November 6, 2023 |
SNDA / Sonida Senior Living Inc / Conversant GP Holdings LLC Activist Investment SC 13D/A 1 ff267072713da2-sonida.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 2)* Sonida Senior Living, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 140475203 |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 1, 2023 Sonida Senior Living, Inc. |
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| October 23, 2023 |
SONIDA SENIOR LIVING, INC. October 23, 2023 SONIDA SENIOR LIVING, INC. October 23, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sonida Senior Living, Inc. Registration Statement on Form S-3, as amended (File No. 333-273716) Request for Acceleration of Effectiveness Ladies and Gentlemen: Sonida Senior Living, Inc. (the “Company”) hereby respectfully requests t |
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| October 19, 2023 |
As filed with the Securities and Exchange Commission on October 18, 2023 S-3/A As filed with the Securities and Exchange Commission on October 18, 2023 Registration No. |
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| October 10, 2023 |
Exhibit 99.1 Sonida Senior Living Announces Completion of Loan Modifications with Fannie Mae and Updated Performance Highlights Through Q3 DALLAS, Texas – October 10, 2023, Sonida Senior Living, Inc. (the “Company,” “Sonida,”) (NYSE: SNDA), a leading owner-operator of communities and services for seniors, announced the execution of its loan modifications with Fannie Mae in tandem with strong Septe |
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| October 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 10, 2023 Sonida Senior Living, Inc. |
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| October 6, 2023 |
EX-10.2 Exhibit 10.2 Execution Version WAIVER AND THIRD AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT This WAIVER AND THIRD AMENDMENT TO MASTER CREDIT FACILITY AGREEMENT (this “Amendment”) is made as of September 29, 2023, by and among (i) the entities listed as “Borrower” on the signature pages hereto (individually and collectively, “Borrower”), (ii) Sonida Senior Living, Inc., a Delaware corpora |
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| October 6, 2023 |
EX-10.3 Exhibit 10.3 vFinal – To be duplicated for all Amendments [FORM OF] WAIVER AND [FIRST] AMENDMENT TO MULTIFAMILY LOAN AND SECURITY AGREEMENT This WAIVER AND [FIRST] AMENDMENT TO MULTIFAMILY LOAN AND SECURITY AGREEMENT (this “Amendment”) is made as of September [], 2023, by and among (i) the entity identified as “Borrower” on Schedule 1 hereto (“Borrower”), (ii) Sonida Senior Living, Inc., a |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 2, 2023 Sonida Senior Living, Inc. |
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| September 1, 2023 |
Sonida Senior Living, Inc. September 1, 2023 Sonida Senior Living, Inc. September 1, 2023 Via EDGAR Ms. Lauren Nguyen; Mr. Nicholas O’Leary Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: SONIDA SENIOR LIVING, INC. Registration Statement on Form S-3 (the “Form S-3”) Filed August 4, 2023 File No. 333-273716 Dear Ms. Nguyen and Mr. O’Leary: This letter sets forth the respon |
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| August 18, 2023 |
United States securities and exchange commission logo August 18, 2023 Brandon Ribar Chief Executive Officer SONIDA SENIOR LIVING, INC. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) August 14, 2023 Sonida Senior Living, Inc. |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-13445 Sonida Senio |
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| August 14, 2023 |
Sonida Senior Living, Inc. Announces Second Quarter 2023 Results Exhibit 99.1 Sonida Senior Living, Inc. Announces Second Quarter 2023 Results DALLAS, Texas – August 14, 2023 – Sonida Senior Living, Inc. (the “Company,” “we,” “our,” or “us”) (NYSE: SNDA) announced results for the second quarter ended June 30, 2023. “The Company’s consistent occupancy and revenue growth year-over-year and the additional financial flexibility created by successful agreements with |
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| August 14, 2023 |
investorpresentationq220 A Leading Owner-Operator of Senior Living Communities and Services Investor Presentation – August 14, 2023 Forward-Looking Statements 2 This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. |
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| August 4, 2023 |
As filed with the Securities and Exchange Commission on August 4, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on August 4, 2023 Registration No. |
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| August 4, 2023 |
Calculation of Filing Fee Table EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Sonida Senior Living, Inc. |
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| July 7, 2023 |
SNDA / Sonida Senior Living Inc / Conversant GP Holdings LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13D - 101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. 1)* Sonida Senior Living, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 140475203 (CUSIP Number) Keith O’Connor Conver |
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| July 5, 2023 |
EX-99.1 Exhibit 99.1 Sonida Senior Living Strengthens Financial Position and Enhances Leadership Team to Position Company for Sustainable Growth Completes initial phase of debt restructuring covering 49 assets financed by Fannie Mae and Ally Bank Fannie Mae agreement will result in approximately $40 million of additional free cash flow over the next three years Conversant Capital, Sonida’s largest |
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| July 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) June 29, 2023 Sonida Senior Living, Inc. |
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| July 5, 2023 |
EX-10.2 Exhibit 10.2 EXECUTION VERSION SECOND AMENDMENT TO AND WAIVER UNDER TERM LOAN AGREEMENT THIS SECOND AMENDMENT TO AND WAIVER UNDER TERM LOAN AGREEMENT (this “Agreement”) dated as of June 29, 2023, is made by and among each of the Persons signatory hereto and named on the signature page hereof as a Borrower (each an “Borrower” and, collectively, the “Borrowers”), SONIDA SENIOR LIVING, INC., |
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| July 5, 2023 |
EX-10.1 Exhibit 10.1 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”) is effective as of the 1st day of June, 2023, by and among the entities listed on Schedule 1-A hereto (each a “Borrower” and collectively, the “Borrowers”), the entities listed on Schedule 1-B hereto (each a “Guarantor” and collectively, the “Guarantors”), and FANNIE MAE, a corporation organized and existing u |
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| July 5, 2023 |
EX-10.4 Exhibit 10.4 Execution Version EQUITY COMMITMENT AGREEMENT BY AND AMONG SONIDA SENIOR LIVING INC., CONVERSANT DALLAS PARKWAY (A) LP AND CONVERSANT DALLAS PARKWAY (B) LP DATED AS OF JUNE 29, 2023 ARTICLE I EQUITY COMMITMENT; PRIVATE PLACEMENT; COMMITMENT FEE 1 SECTION 1.1 The Equity Commitment 1 SECTION 1.2 Private Placement 1 SECTION 1.3 Commitment Fee 2 SECTION 1.4 Adjustments 2 ARTICLE I |
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| July 5, 2023 |
Exhibit 10.3 EXECUTION VERSION SECOND AMENDED AND RESTATED LIMITED PAYMENT GUARANTY THIS SECOND AMENDED AND RESTATED LIMITED PAYMENT GUARANTY (this “Guaranty”) is made as of June 29, 2023, by SONIDA SENIOR LIVING, INC., a Delaware corporation (“Guarantor”), in favor of ALLY BANK, a Utah state chartered bank, in its capacity as administrative agent (together with its successors and assigns, “Admini |
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| June 23, 2023 |
Powers of attorney (included on the signature page hereto) S-8 As filed with the Securities and Exchange Commission on June 23, 2023 Registration No. |
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| June 23, 2023 |
Calculation of Filing Fee Table EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sonida Senior Living, Inc. |
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| June 16, 2023 |
EX-10.1 3 d485920dex101.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 TO THE SONIDA SENIOR LIVING, INC. 2019 OMNIBUS STOCK AND INCENTIVE PLAN THIS AMENDMENT NO. 3 TO THE SONIDA SENIOR LIVING, INC. 2019 OMNIBUS STOCK AND INCENTIVE PLAN (this “Amendment”), is made effective upon the approval of the stockholders of the Company of this Amendment (the “Effective Date”). All capitalized terms used but not ot |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) June 15, 2023 Sonida Senior Living, Inc. |
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| June 16, 2023 |
EX-3.1 Exhibit 3.1 FIFTH CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED, OF SONIDA SENIOR LIVING, INC. Sonida Senior Living, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST: That the Board of Directors of the Corporation duly adopted |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-13445 Sonida Seni |
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| May 11, 2023 |
Sonida Senior Living, Inc. Announces First Quarter 2023 Results Exhibit 99.1 Sonida Senior Living, Inc. Announces First Quarter 2023 Results DALLAS, Texas – May 11, 2023 – Sonida Senior Living, Inc. (the “Company,” “we,” “our,” or “us”) (NYSE: SNDA) announced results for the first quarter ended March 31, 2023. “The combination of strong and stable leadership across our operating platform, productive discussions and progress with our lending partners and recent |
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| May 11, 2023 |
investorpresentationq120 A Leading Owner-Operator of Senior Living Communities and Services Investor Presentation – May 11, 2023 Forward-Looking Statements 2 This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) May 11, 2023 Sonida Senior Living, Inc. |
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| May 5, 2023 |
SONIDA SENIOR LIVING, INC. May 5, 2023 CORRESP SONIDA SENIOR LIVING, INC. May 5, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Sonida Senior Living, Inc. Registration Statement on Form S-3 (File No. 333-271545) Request for Acceleration of Effectiveness Ladies and Gentlemen: Sonida Senior Living, Inc. (the “Company”) hereby respectfully requests that the e |
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| May 4, 2023 |
United States securities and exchange commission logo May 4, 2023 Brandon Ribar President and Chief Executive Officer Sonida Senior Living, Inc. |
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| May 1, 2023 |
As filed with the Securities and Exchange Commission on May 1, 2023 S-3 Table of Contents As filed with the Securities and Exchange Commission on May 1, 2023 Registration No. |
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| May 1, 2023 |
Calculation of Filing Fee Table EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Sonida Senior Living, Inc. |
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| April 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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 14 |
