Sonida to acquire CNL Healthcare (CHTH) in $1.8B cash-stock deal
Rhea-AI Filing Summary
CNL Healthcare Properties updated investors on its planned merger with Sonida Senior Living and its latest valuation. The board set an adjusted estimated net asset value of $6.90 per share as of November 4, 2025, matching the aggregate cash-and-stock consideration in the pending Sonida acquisition, which is valued at approximately $1.8 billion. This NAV is meant to guide account statement reporting and reflects the merger terms rather than an independent new appraisal process.
The company currently anticipates closing the transaction in March 2026, subject to stockholder approvals and other customary conditions, and emphasizes that the deal may be delayed or not occur. The board also declared a prorated regular quarterly distribution of $0.02133 per share for the first quarter through March 16, 2026, payable on or about February 18, 2026 to stockholders of record as of February 13, 2026. If the merger does not proceed, the company expects to engage an independent valuation firm to reassess its NAV.
Positive
- None.
Negative
- None.
Insights
CNL ties its $6.90 NAV directly to the pending $1.8B Sonida merger and maintains a small interim distribution.
CNL Healthcare Properties’ board has set an adjusted estimated NAV of $6.90 per share as of November 4, 2025, aligning it with the per‑share merger consideration in the Sonida Senior Living transaction valued at about $1.8 billion. This anchors investor expectations around the deal terms rather than a standalone valuation exercise.
The company reiterates that closing is anticipated in March 2026 but remains contingent on majority shareholder approvals and other conditions, with extensive risk factors highlighted. A prorated regular quarterly distribution of $0.02133 per share through March 16, 2026 offers limited interim cash flow while investors await the vote outcome and potential liquidity in Sonida stock.
8-K Event Classification
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Item 7.01 Regulation FD Disclosure
Net Asset Value Per Share Communication
On or around February 17, 2026, CNL Healthcare Properties, Inc. (the “Company”) will send a letter to its stockholders notifying them of an updated net asset value per share of the Company as of November 4, 2025 and related matters and will e-mail financial professionals correspondence notifying them of the same matters. A copy of the letter is filed as Exhibit 99.1 and a copy of the e-mail correspondence is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference solely for the purposes of this Item 7.01 disclosure.
Merger-Related Communications
Also on or around February 17, 2026, the Company will distribute communications and a list of frequently asked questions to its stockholders, and communications and a list of frequently asked questions to financial professionals, in each case relating to certain operational and tax considerations relating to the Transaction (as defined below) and thereto, which are filed as exhibits 99.3, 99.4, 99.5 and 99.6 hereto and are incorporated herein by reference solely for the purposes of this Item 7.01 disclosure.
Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information contained in this Item 7.01 disclosure, including Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall any of such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
By furnishing the information contained in this Item 7.01 disclosure, including Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6, the Company makes no admission as to the materiality of such information.
Item 8.01 Other Events.
Estimated Net Asset Value per Share as of November 4, 2025
As previously reported in its Current Report on Form 8-K filed with the SEC on November 5, 2025, the Company entered into an Agreement and Plan of Merger dated November 4, 2025 (the “Merger Agreement”) with Sonida Senior Living, Inc. a Delaware corporation (“Sonida”), CHP Merger Corp., a Maryland corporation and wholly-owned subsidiary of the Company, SSL Sparti LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Sonida, and Sparti Merger Sub, Inc., a Maryland corporation and indirect wholly-owned subsidiary of Sonida, pursuant to which Merger Agreement, the Company will be acquired by Sonida as its ultimate liquidity event (the “Transaction”). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein and in accordance with applicable law, for the acquisition of the Company by Sonida for a combination of Sonida common stock and cash with an aggregate value of $6.90 (subject to certain adjustments) per share of common stock, $0.01 par value per share, of the Company. Considering the pending Transaction, the Board has determined it is in the best interests of the Company to calculate and announce an updated estimated NAV as of Merger Agreement date, November 4, 2025.
On February 11, 2026, after giving effect to the Merger Agreement and pending Transaction, the Board of Directors of the Company (the “Board”) unanimously approved $6.90 as the Company’s adjusted estimated net asset value per share (the “2025 NAV”) as of November 4, 2025 (the “Valuation Date”). The 2025 NAV takes into account the consideration to be paid to the Company stockholders under the Merger Agreement when the Transaction consummates. The Company prepares and announces an estimated net asset value per share of its common stock and provides such information to its stockholders and to members of the Financial Industry Regulatory Authority (“FINRA”) and their associated persons who participated in the Company’s public offerings to assist them in meeting their customer account statement reporting obligations under FINRA Rule 2231.
To assist the Board and the Company’s valuation committee, which is comprised solely of the Company’s independent directors (the “Valuation Committee”), in establishing a new estimated NAV per share of the Company’s common stock as of November 4, 2025 (the “Valuation Date”), the Board and the Valuation Committee reviewed the terms and conditions of the Merger Agreement and the written opinion delivered to the Board and the Special Committee of the Board from their third-party independent financial advisor, KeyBanc Capital Markets, dated November 4, 2025 (the “Fairness Opinion”), which opinion noted, among other things and subject to certain assumptions and qualifications set forth in the written opinion, that the consideration to be received in the Transaction by the holders of Company common stock (other than restricted shares of the Company’s advisor which will be forfeited) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Upon due consideration, on February 11, 2026, the Valuation Committee determined that the per share value for the Company’s common stock was reasonable as of the Valuation Date and recommended the Board approve $6.90 per share as the estimated NAV as of the Valuation Date. Thereafter, also on February 11, 2026, the Board accepted the recommendation of the Valuation Committee and unanimously approved $6.90 per share as the Company’s estimated NAV as of the Valuation Date.
The 2025 NAV represents a snapshot in time as of the Valuation Date and does not represent a guarantee of the amount that a stockholder will receive now or in the future for his or her shares of the Company’s common stock. If the Merger Agreement were to be terminated pursuant to its terms and the Transaction were to not occur, the Company anticipates it would engage an independent third-party valuation firm and undertake a fulsome estimated net asset valuation process and determine whether the 2025 NAV no longer properly represents the Company’s adjusted estimated net asset value per share.
The Transaction is subject to certain customary conditions, including the receipt of certain approval of the Company’s stockholders and the Sonida stockholders, and consummation of the Transaction is subject to certain risks. Please see the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2025 for a complete discussion of the Merger Agreement and pending Transaction, including conditions that have to be met for the Merger Transaction to be consummated. Additionally, please see the Company’s Proxy Statement filed with the SEC on January 6, 2026 for additional information regarding the Merger Agreement, pending Transaction, the Fairness Opinion and risks related to the Transaction, among other things.
Regular Distribution
The Company currently anticipates consummating the pending Merger Transaction in March 2026, though the closing date can change (or not happen at all) based on a variety of closing conditions more particularly set forth in the Merger Agreement. Accordingly, on February 11, 2026, the Board approved the declaration of a prorated regular quarterly distribution for the first quarter through March 16, 2026 in an amount of $0.02133 per share, to be paid on or about February 18, 2026 to holders of the Company’s common stock as of the close of business on February13, 2026.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are based on current expectations and may be identified by words such as believes, anticipates, expects, may, could and terms of similar substance, and speak only as of the date made. Actual results could differ materially due to risks and uncertainties that are beyond the company’s ability to control or accurately predict, including the amount and timing of anticipated future distributions, estimated per share net asset value of the company’s stock and/or other matters. The company’s forward-looking statements are not guarantees of future performance. Shareholders and financial advisors should not place undue reliance on forward-looking statements. While the Company’s management believes the assumptions underlying the forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive transaction agreement; (2) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the transactions that may be instituted against the parties and others following announcement of the definitive transaction agreement; (3) the inability to consummate the transactions within the anticipated time period, or at all, due to any reason, including the failure to obtain the requisite
shareholder approval, failure to obtain any required regulatory approvals or the failure to satisfy other conditions to completion of the Transactions; (4) risks that the proposed Transactions disrupt current plans and operations of the Company or diverts management’s attention from its ongoing business; (5) the ability to recognize the anticipated benefits of the transactions; (6) the amount of the costs, fees, expenses and charges related to the transactions; (7) the risk that the definitive transaction agreement may be terminated in circumstances requiring the Company to pay a termination fee; (8) the effect of the announcement of the Transactions on the ability of the Company to retain and hire key personnel and maintain relationships with its tenants and others with whom it does business; (9) the effect of the announcement of the Transactions the Company’s operating results and business generally; (10) the other risks and important factors contained and identified in the Company’s filings with the SEC, such as its Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, as well as its subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time; and (11) the risks, uncertainties and factors set forth in the Registration Statement and under “Item. 1A. Risk Factors” in Sonida’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, filed with the SEC on March 17, 2025, and as such factors may be updated from time to time in Sonida’s other filings with the SEC, any of which could cause actual results to differ materially from the forward-looking statements in this communication.
Additional Information about the Proposed Transactions and Where to Find It
This Current Report on Form 8-K does not constitute a solicitation of any vote or approval in connection with the transaction. In connection with the proposed transaction, Sonida has filed a registration statement on From S-4 (File No. 333-292187) (“Registration Statement”), which was declared effective by the Securities and Exchange Commission (“SEC”) on January 6, 2026, that will serve as a prospectus for the shares of Sonida common stock to be issued as consideration in the Transaction and Sonida and the Company have each filed a joint proxy statement as a proxy statement of the Company for the solicitation of our stockholders in favor of the transactions, among other proposals, and of Sonida for the solicitation of Sonida’s stockholders in favor of the issuance of the shares of Sonida Common Stock (the “Joint Proxy Statement/Prospectus”) with the SEC, which the Company has furnished to its shareholders in connection with the special meeting of shareholders to vote on the Transaction. This communication is for informational purposes only, is neither an offer to purchase nor a solicitation of an offer to sell shares and is not a substitute for the Joint Proxy Statement/Prospectus or any other document that the Company may file with the SEC or send to its stockholders in connection with the Transaction. THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SONIDA, THE PROPOSED TRANSACTION, THE PLAN OF DISSOLUTION, AND RELATED MATTERS. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTIONS, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY ARE AVAILABLE. The registration statement, the proxy statement/prospectus and other documents, when filed with the SEC, can be obtained free of charge through the website maintained by the SEC at sec.gov, at the Company’s website at cnlhealthcareproperties.com under the tab “Filings” and then “SEC Filings” and on Sonida’s investor relations website at investors.sonidaseniorliving.com under the tab “Financials” and “SEC Filings.”
Participants in the Solicitation
The Company and its directors and executive officers and Sonida and its directors and executive officers and other members of their respective management and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed Transaction and the issuance of shares of Sonida Common Stock. Information regarding the special interests of these directors, executive officers, management and employees in the proposed Transactions are included in the joint proxy statement/prospectus referred to above and may be included in other relevant materials to be filed with the SEC, when they become available, including in connection with the solicitation of proxies to approve the proposed Transaction and the issuance of shares of Sonida Common Stock. Additional information regarding the Company’s directors and executive officers is also included in the Company’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, which was filed with the SEC on March 12, 2025, and subsequent statements of changes in beneficial ownership on file with the SEC. Additional information regarding Sonida’s directors and executive officers is also included in Sonida’s proxy statement for its 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2025, and in Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership of Sonida’s officers and
executive officers filed with the SEC and in other documents filed by Sonida with the SEC. The filed documents are available free of charge on the SEC’s website at sec.gov and from the Company and Sonida by contacting them as described above. Other information about the participants in the proxy solicitation will be contained in the definitive joint proxy statement/prospectus.
| Item 9.01 | Exhibits. |
(d) Exhibits.
| 99.1 | Letter to Stockholders regarding the 2025 NAV. | |
| 99.2 | Email to Financial Professionals regarding the 2025 NAV. | |
| 99.3 | Letter to Stockholders regarding the Transaction. | |
| 99.4 | Stockholder FAQs regarding the Transaction. | |
| 99.5 | Email to Financial Professionals regarding the Transaction. | |
| 99.6 | Financial Professional FAQs regarding the Transaction. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 17, 2026 | CNL HEALTHCARE PROPERTIES, INC. | |||||
| By: | /s/ Ixchell C. Duarte | |||||
| Ixchell C. Duarte | ||||||
| Chief Financial Officer and Treasurer | ||||||
Exhibit 99.1
Re: Updated Net Asset Valuation as of Nov. 5, 2025 and Regular Distributions
Feb. 17, 2026
Dear Fellow Shareholder,
I am writing to inform you of an updated estimated net asset value (NAV) per share1 for the Company’s common stock as of Nov. 4, 2025. As you will recall, on Nov. 4, 2025, the Company signed a definitive transaction agreement with Sonida Senior Living, Inc. (Sonida or NYSE: SNDA), pursuant to which the Company will be acquired by Sonida (the Transaction). This proposed Transaction will provide the opportunity for full and real-time liquidity for the Company’s shareholders upon closing, assuming the Company receives approval from a majority of shareholders entitled to vote and the other closing conditions in the agreement are met. Under the terms of the transaction agreement, Sonida will acquire all the Company’s common stock for an aggregate estimated transaction consideration of $6.90 per common share, subject to certain adjustments.
Considering the pending Transaction, the Company has prepared an updated estimated NAV per share as of Nov. 4, 2025, to assist members of the Financial Industry Regulatory Authority (FINRA) in meeting customer account statement reporting obligations under FINRA Rule 2231.
The valuation committee of the Company’s board of directors’ , consisting solely of the Company’s independent directors, and the board of directors (board) reviewed the terms and conditions of the transaction agreement and the KeyBanc Capital Markets written fairness opinion dated Nov. 4, 2025, delivered to the board and the special committee of the board. The board’s valuation committee determined that the per share value for the Company’s common stock was reasonable as of Nov. 4, 2025, and recommended the board approve $6.90 per share as the estimated NAV as of Nov. 4, 2025. The board unanimously approved $6.90 as the Company’s adjusted estimated NAV per share of its common stock as of Nov. 4, 2025.1
Finally, the board has declared a prorated regular quarterly distribution of $0.02133 per share for the first quarter through March 16, 2026.2 This is based on the Company’s current expectation that the pending Transaction will close in March 2026, though the closing date can change (or not happen at all). The distribution is expected to be paid on or about Feb. 18, 2026, to shareholders of record as of Feb. 13, 2026.
Thank you for being a valued shareholder. We look forward to your vote participation as we continue to diligently shepherd this important transaction to its conclusion. In the meantime, if you have questions regarding any of this information, please contact CNL Client Services, 866-650-0650, option 3, or your financial professional.
| Sincerely, |
Stephen H. Mauldin
Chief Executive Officer, President & Vice Chairman
cc: Financial Professionals
| 1 | The estimated NAV per share is only an estimate based on a snapshot in time and does not represent a guarantee of the amount that shareholders will receive now or in the future for their shares of the Company’s common stock. If the Merger Agreement were to be terminated pursuant to its terms and the Transaction were to not occur, the Company anticipates it would engage an independent third-party valuation firm and undertake a fulsome estimated net asset valuation process and determine whether the 2025 NAV no longer properly represents the Company’s adjusted estimated net asset value per share. |
| 2 | Distributions are not guaranteed in frequency or amount. Distributions have been and may in the future be paid by borrowings, shareholder proceeds and income. |
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements are based on current expectations and may be identified by words such as “believes,” “anticipates,” “expects,” “may,” “could” and terms of similar substance, and speak only as of the date made. Actual results could differ materially due to risks and uncertainties that are beyond the company’s ability to control or accurately predict, including the amount and timing of anticipated future distributions, estimated per share net asset value of the company’s stock and/or other matters. The company’s forward-looking statements are not guarantees of future performance. Shareholders and financial professionals should not place undue reliance on forward-looking statements. While CNL Healthcare Properties’ management believes the assumptions underlying the forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Transaction that may be instituted against the parties and others following announcement of the Merger Agreement; (3) the inability to consummate the Transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain the requisite shareholder approval, failure to obtain any required regulatory approvals or the failure to satisfy other conditions to completion of the Transaction; (4) risks that the proposed Transaction disrupt current plans and operations of CNL Healthcare Properties or diverts management’s attention from its ongoing business; (5) the ability to recognize the anticipated benefits of the Transaction; (6) the amount of the costs, fees, expenses and charges related to the Transaction; (7) the risk that the Merger Agreement may be terminated in circumstances requiring CNL Healthcare Properties to pay a termination fee; (8) the effect of the announcement of the Transaction on the ability of CNL Healthcare Properties to retain and hire key personnel and maintain relationships with its tenants and others with whom it does business; (9) the effect of the announcement of the Transaction on CNL Healthcare Properties’ operating results and business generally; (10) the other risks and important factors contained and identified in CNL Healthcare Properties’ filings with the SEC, such as CNL Healthcare Properties’ Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, as well as CNL Healthcare Properties’ subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time; and (11) the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in Sonida’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, filed with the SEC on March 17, 2025, and as such factors may be updated from time to time in Sonida’s other filings with the SEC, any of which could cause actual results to differ materially from the forward-looking statements in this communication.
Additional Information about the Proposed Transaction and Where to Find It
This does not constitute a solicitation of any vote or approval in connection with the Transaction. In connection with the proposed Transaction, Sonida has filed a registration statement on Form S-4 (File No. 333-292187) (“Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 6, 2026, that will serve as a prospectus for the Sonida common stock to be issued as consideration in the Transaction and Sonida and the Company have each filed a joint proxy statement as a proxy statement of the Company for the solicitation of our stockholders in favor of the Transaction, among other proposals, and of Sonida for the solicitation of Sonida’s stockholders in favor of the issuance of the shares of Sonida common stock in the Transaction(the “Joint Proxy Statement/Prospectus”) with the SEC, which the Company has furnished to its stockholders in connection with the meeting of stockholders to vote on the Transaction. This communication is for informational purposes only, is neither an offer to purchase nor a solicitation of an offer to sell shares and is not a substitute for the Joint Proxy Statement/Prospectus or any other document that the Company may file with the SEC or send to its stockholders in connection with the Transaction. THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SONIDA, THE PROPOSED TRANSACTION, THE PLAN OF DISSOLUTION, AND RELATED MATTERS. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY ARE AVAILABLE. The registration statement, the proxy statement/prospectus and other documents, when filed with the SEC, can be obtained free of charge through the website maintained by the SEC at sec.gov, at the Company’s website at cnlhealthcareproperties.com under the tab “Filings” and then “SEC Filings” and on Sonida’s investor relations website at investors.sonidaseniorliving.com under the tab “Financials” and “SEC Filings.”
Participants in the Solicitation
The Company and its directors and executive officers and Sonida and its directors and executive officers and other members of their respective management and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed Transaction and the issuance of shares of Sonida common stock. Information regarding the special interests of these directors, executive officers, management and employees in the proposed Transaction are included in the joint proxy statement/prospectus referred to above and may be included in other relevant materials to be filed with the SEC, when they become available, including in connection with the solicitation of proxies to approve the proposed Transaction and the issuance of shares of Sonida common stock. Additional information regarding the Company’s directors and executive officers is also included in the Company’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, which was filed with the SEC on March 12, 2025, and subsequent statements of changes in beneficial ownership on file with the SEC. Additional information regarding Sonida’s directors and executive officers is also included in Sonida’s proxy statement for its 2025 Annual Meeting of stockholders, which was filed with the SEC on April 29, 2025, and in Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership of Sonida’s officers and executive officers filed with the SEC and in other documents filed by Sonida with the SEC. The filed documents are available free of charge on the SEC’s website at sec.gov and from the Company and Sonida by contacting them as described above. Other information about the participants in the proxy solicitation will be contained in the joint proxy statement/prospectus.
2
Exhibit 99.2
FA Email
Subject: CNL Healthcare Properties Announces Updated Estimated NAV Results & Regular Distribution
Feb. 17, 2026
FOR BROKER-DEALER AND RIA USE ONLY.
Dear Financial Professional,
CNL Healthcare Properties (the Company) filed a Form 8-K on Feb. 17, 2026, to announce an updated estimated net asset value (NAV) per share of $6.90 for its common stock as of Nov. 4, 2025.1
Updated Estimated NAV
| • | On Nov. 4, 2025, the Company signed a definitive transaction agreement with Sonida Senior Living, Inc. (Sonida or NYSE:SNDA), pursuant to which the Company will be acquired by Sonida (the Transaction). This proposed Transaction will provide the opportunity for full and real-time liquidity for the Company’s shareholders upon closing, assuming the Company receives approval from a majority of shareholders entitled to vote and the other closing conditions in the agreement are met. Under the terms of the transaction agreement, Sonida will acquire all the Company’s common stock for an aggregate estimated transaction consideration of $6.90 per common share, subject to certain adjustments. |
| • | Considering the pending Transaction, the Company has prepared an updated estimated NAV per share as of Nov. 4, 2025, to assist members of the Financial Industry Regulatory Authority (FINRA) in meeting customer account statement reporting obligations under FINRA Rule 2231. |
| • | The valuation committee of the Company’s board of directors, consisting solely of the Company’s independent directors, and the board of directors (board) reviewed the terms and conditions of the transaction agreement and the KeyBanc Capital Markets written fairness opinion dated Nov. 4, 2025, delivered to the board and the special committee of the board. The board’s valuation committee determined that the per share value for the Company’s common stock was reasonable as of Nov. 4, 2025, and recommended the board approve $6.90 per share as the estimated NAV as of Nov. 4, 2025. 1 |
| • | The board unanimously approved $6.90 as the Company’s adjusted estimated NAV per share of its common stock as of Nov. 4, 2025.1 This represents a premium to the $6.64 midpoint of the most recent estimated NAV per share as of Dec. 31, 2024. |
Regular Distribution
| • | The board has declared a prorated regular quarterly distribution of $0.02133 per share for the first quarter through March 16, 2026. 2 This is based on the Company’s current expectation that the pending transaction will close in March 2026, though the closing date can change (or not happen at all). The distribution is expected to be paid on or about Feb. 18, 2026, to shareholders of record as of Feb. 13, 2026. |
This letter to shareholders will be posted on cnlhealthcareproperties.com. For additional information, please read the Form 8-K filed Feb. 17, 2026, contact your sales representative directly or call CNL Client Services at 866-650-0650, option 2.
| 1 | The estimated NAV per share is only an estimate based on a snapshot in time and does not represent a guarantee of the amount that shareholders will receive now or in the future for their shares of the Company’s common stock. If the Merger Agreement were to be terminated pursuant to its terms and the Transaction were to not occur, the Company anticipates it would engage an independent third-party valuation firm and undertake a fulsome estimated net asset valuation process and determine whether the 2025 NAV no longer properly represents the Company’s adjusted estimated net asset value per share. |
| 2 | Distributions are not guaranteed in frequency or amount. Distributions have been and may in the future be paid by borrowings, shareholder proceeds and income. |
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements are based on current expectations and may be identified by words such as “believes,” “anticipates,” “expects,” “may,” “could” and terms of similar substance, and speak only as of the date made. Actual results could differ materially due to risks and uncertainties that are beyond the company’s ability to control or accurately predict, including the amount and timing of anticipated future distributions, estimated per share net asset value of the company’s stock and/or other matters. The company’s forward-looking statements are not guarantees of future performance. Shareholders and financial professionals should not place undue reliance on forward-looking statements. While CNL Healthcare Properties’ management believes the assumptions underlying the forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the Transaction that may be instituted against the parties and others following announcement of the Merger Agreement; (3) the inability to consummate the Transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain the requisite shareholder approval, failure to obtain any required regulatory approvals or the failure to satisfy other conditions to completion of the Transactions; (4) risks that the proposed Transaction disrupt current plans and operations of CNL Healthcare Properties or diverts management’s attention from its ongoing business; (5) the ability to recognize the anticipated benefits of the Transaction; (6) the amount of the costs, fees, expenses and charges related to the Transaction; (7) the risk that the Merger Agreement may be terminated in circumstances requiring CNL Healthcare Properties to pay a termination fee; (8) the effect of the announcement of the Transaction on the ability of CNL Healthcare Properties to retain and hire key personnel and maintain relationships with its tenants and others with whom it does business; (9) the effect of the announcement of the Transaction on CNL Healthcare Properties’ operating results and business generally; (10) the other risks and important factors contained and identified in CNL Healthcare Properties’ filings with the SEC, such as CNL Healthcare Properties’ Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, as well as CNL Healthcare Properties’ subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time; and (11) the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in Sonida’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, filed with the SEC on March 17, 2025, and as such factors may be updated from time to time in Sonida’s other filings with the SEC, any of which could cause actual results to differ materially from the forward-looking statements in this communication.
Additional Information about the Proposed Transaction and Where to Find It
This does not constitute a solicitation of any vote or approval in connection with the Transaction. In connection with the proposed Transaction, Sonida has filed registration statement on Form S-4 (File No. 333-292187) (“Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 6, 2026, that will serve as a prospectus for the Parent Common Stock to be issued as consideration in the Transaction and Sonida and the Company have each filed a joint proxy statement as a proxy statement of the Company for the solicitation of our stockholders in favor of the Transaction, among other proposals, and of Sonida for the solicitation of Sonida’s stockholders in favor of the issuance of the shares of Sonida Common Stock in the Transaction (the “Joint Proxy Statement/Prospectus”) with the SEC, which the Company has furnished to its stockholders in connection with the meeting of stockholders to vote on the Transaction. This communication is for informational purposes only, is neither an offer to purchase nor a solicitation of an offer to sell shares and is not a substitute for the Joint Proxy Statement/Prospectus or any other document that the Company may file with the SEC or send to its stockholders in connection with the Transaction. THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SONIDA, THE PROPOSED TRANSACTION, THE PLAN OF DISSOLUTION, AND RELATED MATTERS. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY ARE AVAILABLE. The registration statement, the proxy statement/prospectus and other documents, when filed with the SEC, can be obtained free of charge through the website maintained by the SEC at sec.gov, at the Company’s website at cnlhealthcareproperties.com under the tab “Filings” and then “SEC Filings” and on Sonida’s investor relations website at investors.sonidaseniorliving.com under the tab “Financials” and “SEC Filings.”
Participants in the Solicitation
The Company and its directors and executive officers and Sonida and its directors and executive officers and other members of their respective management and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed Transaction and the issuance of shares of Sonida Common Stock. Information regarding the special interests of these directors, executive officers, management and employees in the proposed Transaction are included in the joint proxy statement/prospectus referred to above and may be included in other relevant materials to be filed with the SEC, when they become available, including in connection with the solicitation of proxies to approve the proposed Transaction and the issuance of shares of Sonida Common Stock. Additional information regarding the Company’s directors and executive officers is also included in the Company’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, which was filed with the SEC on March 12, 2025, and subsequent statements of changes in beneficial ownership on file with the SEC. Additional information regarding Sonida’s directors and executive officers is also included in Sonida’s proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2025, and in Form 3 and Form 4 statements of
beneficial ownership and statements of changes in beneficial ownership of Sonida’s officers and executive officers filed with the SEC and in other documents filed by Sonida with the SEC. The filed documents are available free of charge on the SEC’s website at sec.gov and from the Company and Sonida by contacting them as described above. Other information about the participants in the proxy solicitation will be contained in the joint proxy statement/prospectus.
FOR BROKER-DEALER AND RIA USE ONLY.
CHP-0226-5194817 -BD
Exhibit 99.3
Feb. 17, 2026
Dear Fellow Stockholder,
We are writing with some operational and tax information related to the proposed transaction between CNL Healthcare Properties (CHP or the Company) and Sonida Senior Living (Sonida or SNDA). The transaction is valued at approximately $1.8 billion and remains subject to approval by holders of a majority of CHP’s common stock and of a majority of Sonida’s stock entitled to vote, among other closing conditions. If approved, Sonida will acquire all of CHP’s common stock — providing the opportunity for CHP stockholders to receive full liquidity through a combination of cash and unrestricted, freely tradable Sonida stock, which trades on the NYSE.
If shareholders vote to approve the transaction at our scheduled March 6 annual meeting, it is anticipated that the merger may be completed in March 2026, subject to the satisfaction of the remaining closing conditions. This merger further reinforces Sonida’s commitment to the needs-based seniors housing industry and the increasing attractiveness of high-quality care and housing environments given our country’s aging demographics and current, historic low levels of new supply. The combined company is estimated to be the 8th largest owner of U.S. senior living assets by unit count and arguably the largest publicly traded pure-play seniors housing owner.
CHP has engaged Broadridge Investor Communications Solutions (Broadridge), 866-705-9920, as its proxy solicitor to contact you. If you have already voted, thank you for being part of the process. If you have not yet voted, YOUR VOTE IS NEEDED.
Please note that following closing of the transaction:
| • | No action will be required by most stockholders with respect to their shares of CHP stock because their shares of CHP stock are held with a clearing firm such as Fidelity, Charles Schwab or Pershing. As a result, the clearing firms will electronically transfer those shares. |
| • | If your shares of CHP stock are held with a custodian or bank, you will receive a statement from Computershare, SNDA’s transfer agent. Some custodians or banks may proactively move your SNDA shares from Computershare to your brokerage account, while others may require you to provide authorization and instruction to move your shares to your brokerage account. |
| • | If your shares are not held with a custodian, bank or clearing firm you will receive a statement from Computershare at your address of record. You can maintain an account with Computershare. Alternatively, you may need to contact your financial advisor or Computershare for assistance if you wish to transfer your SNDA shares to a brokerage account or to sell your shares. |
| • | Your shares of SNDA common stock and cash will be distributed by Computershare within 48 hours after the transaction is complete. If you have a brokerage account those shares should be visible within that timeframe; however, if your shares are held elsewhere it may take additional time, possibly 7-10 business days before the shares are visible in your account or can be sold. |
| • | A brokerage account is not required to accept the SNDA shares but may be required to subsequently sell the shares depending on how the SNDA shares are held. |
Please carefully review the frequently asked questions included to best prepare for the efficient distribution and transfer of the Sonida stock issuable on closing of the acquisition, following approval of the transaction by the CHP stockholders and the satisfaction of the other closing conditions.
Thank you for being a valued shareholder and for your participation in this important process as we work to provide full and final liquidity for CHP stockholders. Please remember to vote if you have not yet voted.
| Sincerely, |
Stephen H. Mauldin
Chief Executive Officer, President & Vice Chairman
Enclosure
cc: Financial Professionals
Exhibit 99.4
Liquidity Transaction: Frequently Asked Operational and Tax Questions
Feb. 17, 2026
| 1. | What will I receive after the transaction between CNL Healthcare Properties (CHP or the Company), and Sonida Senior Living (Sonida or SNDA) is complete? What will happen to my CHP shares? |
| • | Assuming holders of a majority of CHP’s common stock entitled to vote, approve the transaction and the other conditions to the transaction are met, your CHP shares will be converted into a total estimated transaction consideration of $6.90 per common share consisting of $2.32 in cash (34%) and an estimated $4.58 in unrestricted, freely tradable shares of Sonida common stock (66%). Please note that the value of the Sonida stock is subject to an asymmetrical two-way collar mechanism based on the volume weighted average trading price of Sonida common stock during a ten-day measurement period ending two business days prior to the ultimate closing date of the transaction. Once the transaction is complete and the cash and shares have been distributed, shareholders will receive a final statement from CHP with a zero balance. |
| 2. | What if I have fractional CHP shares? |
| • | All CHP shares, including CHP fractional shares, will be exchanged for SNDA shares based on the volume-weighted average trading price of Sonida common stock during a ten-day measurement period ending two business days prior to the closing. No fractional SNDA shares will be issued as SNDA will pay each stockholder cash in lieu of any fractional Sonida shares. Cash for fractional shares will be in addition to the $2.32 per CHP share of cash consideration. |
| 3. | What if my CHP shares are held with a clearing firm (e.g. Fidelity, Charles Schwab or Pershing)? |
| • | If your shares are held with a clearing firm, no further action is required of you. The clearing firm will receive your Transaction Statement from Computershare and will electronically transfer your shares to your brokerage account. |
| 4. | What if my CHP shares are held with a custodian or bank? |
| • | If your shares are held with a custodian or bank, Computershare will send them a Transaction Statement once the shares are distributed. You will not receive a copy of this statement. Some custodians and banks may proactively transfer your SNDA shares to your brokerage account, while others may need your authorization and instruction. You may need to contact your financial advisor or Computershare for assistance. |
| 5. | What if my CHP shares are not held with a custodian bank or clearing firm? |
| • | Computershare will send a transaction statement to your address of record approximately 7-10 business days from when the transaction closes. |
| • | If the stockholder is an individual, whether the shares are held individually or jointly with another individual, a brokerage account will not be required to sell the SNDA shares. |
| • | If the registration is in the name of an entity, you will want to work with your financial professional to confirm the process to transfer your shares into a brokerage account. |
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| 6. | What if my CHP shares are not held in a brokerage account? |
| • | If your CHP shares are not held in a brokerage account, your shares will be held directly with Computershare in book entry form, which means you will start to receive statements and other materials from Computershare. |
| 7. | Do I need to have a brokerage account to accept and sell the newly distributed SNDA shares? |
| • | A brokerage account is not required to accept the shares but may be required to sell depending on how the ownership is titled on the account. If your account is registered as a trust, corporation, qualified plan or profit-sharing plan and is not already managed through a brokerage account, you will need to establish a brokerage account to be able to sell your SNDA shares. |
| • | If you hold shares directly as an individual, either separately or jointly with another individual, and not in a brokerage account, you can register those shares with Computershare through their Direct Registration System (DRS), and you will not need a brokerage account. You will still be able to transfer and sell your shares electronically like a brokerage account. |
| 8. | Can I sell my SNDA shares? |
| • | Yes. Once distributed, all SNDA shares received by our stockholders will be unrestricted common stock and will be freely tradeable and transferable immediately upon receipt through a brokerage or Computershare DRS account. |
| 9. | Where can I get my SNDA cost-basis information? |
| • | If you sell your shares of SNDA during 2026, your cost basis information will be available from Computershare before year-end 2026. |
| 10. | Where can I get my CHP cost-basis information? |
| • | Computershare anticipates having cost-basis information for your CHP shares in early 2027. You can call 866-233-6645 to request your information. |
| 11. | Will I have a tax consequence because of the proposed transactions? |
| • | Yes. The proposed transactions were structured as a taxable disposition of your CHP shares. The tax consequences to you will be based on your tax cost basis in your investment. |
| • | Each stockholder’s tax situation is different. You are advised to consult your tax advisors regarding the tax consequences of the transaction consideration. However, generally for a U.S. stockholder for U.S. federal income tax purposes, the transactions will be treated as taxable sales of CHP common stock in exchange for the transaction consideration. As a result, the U.S. stockholder will recognize a gain or loss equal to the difference, if any, between the fair market value of the transaction consideration received and the stockholder’s adjusted tax basis in the CHP common stock exchanged. |
| • | Non-U.S. stockholders should contact their tax advisors. |
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| 12. | What tax reporting documents will I receive? |
| • | The transaction consideration will be reflected on U.S. stockholders’ 2026 Form 1099-DIV, which will be available in early 2027. Non-US stockholders will receive Form 1042-S which will be available in early 2027. |
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements are based on current expectations and may be identified by words such as “believes,” “anticipates,” “expects,” “may,” “could” and terms of similar substance, and speak only as of the date made. Actual results could differ materially due to risks and uncertainties that are beyond the company’s ability to control or accurately predict, including the amount and timing of anticipated future distributions, estimated per share net asset value of the company’s stock and/or other matters. The company’s forward-looking statements are not guarantees of future performance. Shareholders and financial professionals should not place undue reliance on forward-looking statements. While CNL Healthcare Properties’ management believes the assumptions underlying the forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the transaction that may be instituted against the parties and others following announcement of the Merger Agreement; (3) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain the requisite shareholder approval, failure to obtain any required regulatory approvals or the failure to satisfy other conditions to completion of the transactions; (4) risks that the proposed transaction disrupt current plans and operations of CNL Healthcare Properties or diverts management’s attention from its ongoing business; (5) the ability to recognize the anticipated benefits of the transaction; (6) the amount of the costs, fees, expenses and charges related to the transaction; (7) the risk that the Merger Agreement may be terminated in circumstances requiring CNL Healthcare Properties to pay a termination fee; (8) the effect of the announcement of the transaction on the ability of CNL Healthcare Properties to retain and hire key personnel and maintain relationships with its tenants and others with whom it does business; (9) the effect of the announcement of the transaction on CNL Healthcare Properties’ operating results and business generally; (10) the other risks and important factors contained and identified in CNL Healthcare Properties’ filings with the SEC, such as CNL Healthcare Properties’ Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, as well as CNL Healthcare Properties’ subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time; and (11) the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in Sonida’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, filed with the SEC on March 17, 2025, and as such factors may be updated from time to time in Sonida’s other filings with the SEC, any of which could cause actual results to differ materially from the forward-looking statements in this communication.
Additional Information about the Proposed Transaction and Where to Find It
This does not constitute a solicitation of any vote or approval in connection with the transaction. In connection with the proposed transaction, Sonida has filed registration statement on Form S-4 (File No. 333-292187) (“Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 6, 2026, that will serve as a prospectus for the Parent Common Stock to be issued as consideration in the transaction and Sonida and the Company have each filed a joint proxy statement as a proxy statement of the Company for the solicitation of our stockholders in favor of the transaction, among other proposals, and of Sonida for the solicitation of Sonida’s stockholders in favor of the issuance of the shares of Sonida common stock in the transaction (the “Joint Proxy Statement/Prospectus”) with the SEC, which the Company has furnished to its stockholders in connection with the meeting of stockholders to vote on the transaction. This communication is for informational purposes only, is neither an offer to purchase nor a solicitation of an offer to sell shares and is not a substitute for the Joint Proxy Statement/Prospectus or any other document that the Company may file with the SEC or send to its stockholders in connection with the transaction. THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SONIDA, THE PROPOSED TRANSACTION, THE PLAN OF DISSOLUTION, AND RELATED MATTERS. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY ARE AVAILABLE. The registration statement, the proxy statement/prospectus and other documents, when filed with the SEC, can be obtained free of charge through the website maintained by the SEC at sec.gov, at the Company’s website at cnlhealthcareproperties.com under the tab “Filings” and then “SEC Filings” and on Sonida’s investor relations website at investors.sonidaseniorliving.com under the tab “Financials” and “SEC Filings.”
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Participants in the Solicitation
The Company and its directors and executive officers and Sonida and its directors and executive officers and other members of their respective management and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction and the issuance of shares of Sonida common stock. Information regarding the special interests of these directors, executive officers, management and employees in the proposed transaction are included in the joint proxy statement/prospectus referred to above and may be included in other relevant materials to be filed with the SEC, when they become available, including in connection with the solicitation of proxies to approve the proposed transaction and the issuance of shares of Sonida common stock. Additional information regarding the Company’s directors and executive officers is also included in the Company’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, which was filed with the SEC on March 12, 2025, and subsequent statements of changes in beneficial ownership on file with the SEC. Additional information regarding Sonida’s directors and executive officers is also included in Sonida’s proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2025, and in Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership of Sonida’s officers and executive officers filed with the SEC and in other documents filed by Sonida with the SEC. The filed documents are available free of charge on the SEC’s website at sec.gov and from the Company and Sonida by contacting them as described above. Other information about the participants in the proxy solicitation will be contained in the joint proxy statement/prospectus.
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Exhibit 99.5
FP Email
Subject: CNL Healthcare Properties Transaction: Operational & Tax Matters
Feb. 17, 2026
FOR BROKER-DEALER AND RIA USE ONLY.
Dear Financial Professional:
We are writing with some operational and tax information related to the proposed transaction between CNL Healthcare Properties (CHP or the Company) and Sonida Senior Living (Sonida or SNDA). The transaction remains subject to approval by holders of a majority of CHP’s common stock and of a majority of Sonida’s stock entitled to vote and certain other closing conditions. If approved by the stockholders and the other conditions to closing are satisfied, Sonida will acquire all of CHP’s common stock — providing the opportunity for CHP stockholders to receive full liquidity through a combination of cash and unrestricted, freely tradable Sonida stock, which trades on the NYSE.
If shareholders vote to approve the transaction at the March 6 annual meeting, and the other conditions to closing are met, it is anticipated that the merger may be completed in mid-March 2026. This acquisition further reinforces Sonida’s commitment to the healthcare real estate market and the increasing need for seniors housing assets given the aging demographics. The combined company is believed to be the 8th-largest owner of U.S. senior living assets by unit count and arguably one of the largest publicly traded pure-play seniors housing owner-operators
Please review these frequently asked questions in preparation for the distribution of cash and shares to your clients. This letter will also be sent to shareholders on or about Feb. 19. For additional information, please contact your sales representative directly or call CNL Client Services at 866-650-0650, option 2.
CHP-0226-5218515-BD
Exhibit 99.6
Liquidity Transaction: Frequently Asked Operational and Tax Questions
Feb. 17, 2026
FOR BROKER-DEALER AND RIA USE ONLY.
Summary of Important Dates
| ~ 1 week after the transaction is complete | Transaction statement mailed to stockholders without a custodian, bank or clearing firm | |
| ~ 48 hours after the transaction is complete | Computershare distributes cash and shares of SNDA common stock to holders with brokerage accounts | |
| ~7-10 business days after the transaction is complete | Computershare distributes cash and shares of SNDA common stock to holders without brokerage accounts | |
| 1. | What if my client’s shares are held with a clearing firm? |
| • | If shares are held with a clearing firm, neither you nor your client need to take any action. |
| • | Clearing firms will act proactively and transfer shares in bulk through the Depository Trust & Clearing Corporation’s (DTCC) Deposit/Withdrawal at Custodian (DWAC) process. The clearing firms typically transfer the funds within 48 hours, which is also the first day shares can be sold, to move shares through the DWAC process. |
| • | Once the shares are moved through the DWAC process, the shares will be held in “street name,” and at that point Computershare and SNDA will no longer have access to the shares or the stockholder’s account. To access the stockholder’s account, you must contact your broker-dealer or the custodian/clearing firm directly. |
| 2. | What if my client’s shares are held with a custodian or bank? |
| • | If shares are held with a custodian or bank, your client will receive the transaction statement from Computershare within a week after the closing date (to be determined). Once the SNDA shares are distributed, your clients will have full control of when and how to move the shares to a brokerage account. Clients who hold shares in this manner will not receive a transaction statement directly. Your clients may need the assistance of a financial advisor or Computershare to complete the transfer of shares. |
| • | If your client’s custodian or bank does not utilize the DWAC process to move shares into a brokerage account, they will process the transfer via their Direct Registration System (DRS). |
| • | Some custodians and banks may do this proactively, while others may require the stockholder to provide authorization and instruction (typically on their account transfer form). |
| 3. | What if my client’s shares are not held with a custodian bank or clearing firm? |
| • | Computershare will send a transaction statement to stockholders at their address of record approximately 7-10 business days from when the transaction closes. |
| • | If the stockholder is an individual, whether the shares are held individually or jointly with another individual, a brokerage account will not be required to sell the SNDA shares. |
| • | If the registration is in the name of an entity, you will want to work with your broker-dealer’s account transfer or transfer of assets department to confirm the process to transfer the client’s shares into a brokerage account. Generally, your broker-dealer will require an account transfer form and a copy of the transaction statement to initiate a transfer from Computershare to your client’s brokerage account through the DRS system. |
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| • | Some broker-dealers may accept your verbal instructions to process the DRS transfer. If so, provide the following details from your client’s transaction statement from Computershare: |
| • | Investor Name |
| • | Social Security Number |
| • | SNDA Account Number |
| • | Share Quantity |
| 4. | Does my client need to have a brokerage account to accept and sell the newly distributed SNDA shares? |
| • | A brokerage account is not required to accept the shares but may be required to sell depending on how the SNDA shares are held. Accounts that are registered as a corporation, trust or qualified plan, (such as an IRA, 401(k) or other profit-sharing plan), and not already managed through a brokerage account, will need to establish a brokerage account to sell their SNDA shares. |
| • | Shares that are listed under a joint or individual account can be held directly at Computershare, vs. a brokerage account, and can be transferred or sold electronically like a brokerage account. |
| 5. | What happens if my client’s shares are not moved into a brokerage account? |
| • | If the shares are not moved to a brokerage account, the shares may be held directly with Computershare in book entry form. The stockholder will start to receive statements and other materials from SNDA and can be transferred or sold electronically like a brokerage account |
| 6. | What if my client has fractional CHP shares? |
| • | All CHP shares, including CHP fractional shares, will be exchanged for SNDA shares based on the average Sonida share price in a period before closing. No fractional SNDA shares will be issued as SNDA will pay each stockholder cash in lieu of any fractional Sonida shares. Cash for fractional shares will be in addition to the $2.32 per CHP share of cash consideration. |
| 7. | Where can my client get their SNDA cost-basis information? |
| • | If your client sells shares of SNDA during 2026, their cost basis information will be available from Computershare before year-end 2026. |
| 8. | Will my client be able to obtain CHP cost-basis information? |
| • | Yes. Computershare anticipates having cost-basis information for CHP shares in early 2027. Your clients can call 866-233-6645 to request their information. |
| 9. | What are my clients’ tax consequences? |
| • | The proposed transactions were structured as a taxable disposition of stockholders’ CHP shares. The tax consequences to stockholders will be based on their cost basis in their investment. Each stockholder’s tax situation is different. Stockholders are advised to consult their tax advisors regarding the tax consequences of the transaction consideration. However, generally for a U.S. stockholder for U.S. federal income tax purposes, the transactions will be treated as taxable sales for U.S. federal income tax purposes of CHP common stock in exchange for the transaction consideration. As a result, the U.S. stockholder will recognize a gain or loss equal to the difference, if any, between the fair market value of the transaction consideration received and the stockholder’s adjusted tax basis in the CHP common stock exchanged. |
| • | Non-U.S. stockholders should contact their tax advisors. |
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| 10. | What tax reporting documents will my clients receive? |
| • | The transaction consideration will be reflected on U.S. stockholders’ 2026 Form 1099-DIV, which will be available in early 2027. Non-US stockholders will receive Form 1042-S which will be available in early 2027. |
FOR BROKER-DEALER AND RIA USE ONLY.
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements are based on current expectations and may be identified by words such as “believes,” “anticipates,” “expects,” “may,” “could” and terms of similar substance, and speak only as of the date made. Actual results could differ materially due to risks and uncertainties that are beyond the Company’s ability to control or accurately predict, including the amount and timing of anticipated future distributions, estimated per share net asset value of the Company’s stock and/or other matters. The Company’s forward-looking statements are not guarantees of future performance. Shareholders and financial professionals should not place undue reliance on forward-looking statements. While CNL Healthcare Properties’ management believes the assumptions underlying the forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, many of which are difficult to predict and are beyond management’s control. These risks include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the nature, cost and outcome of any litigation and other legal proceedings, including any such proceedings related to the transaction that may be instituted against the parties and others following announcement of the Merger Agreement; (3) the inability to consummate the transaction within the anticipated time period, or at all, due to any reason, including the failure to obtain the requisite shareholder approval, failure to obtain any required regulatory approvals or the failure to satisfy other conditions to completion of the transactions; (4) risks that the proposed transaction disrupt current plans and operations of CNL Healthcare Properties or diverts management’s attention from its ongoing business; (5) the ability to recognize the anticipated benefits of the transaction; (6) the amount of the costs, fees, expenses and charges related to the transaction; (7) the risk that the Merger Agreement may be terminated in circumstances requiring CNL Healthcare Properties to pay a termination fee; (8) the effect of the announcement of the transaction on the ability of CNL Healthcare Properties to retain and hire key personnel and maintain relationships with its tenants and others with whom it does business; (9) the effect of the announcement of the transaction on CNL Healthcare Properties’ operating results and business generally; (10) the other risks and important factors contained and identified in CNL Healthcare Properties’ filings with the SEC, such as CNL Healthcare Properties’ Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, as well as CNL Healthcare Properties’ subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time; and (11) the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in Sonida’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, filed with the SEC on March 17, 2025, and as such factors may be updated from time to time in Sonida’s other filings with the SEC, any of which could cause actual results to differ materially from the forward-looking statements in this communication.
Additional Information about the Proposed Transaction and Where to Find It
This does not constitute a solicitation of any vote or approval in connection with the transaction. In connection with the proposed transaction, Sonida has filed registration statement on Form S-4 (File No. 333-292187) (“Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 6, 2026, that will serve as a prospectus for the Parent Common Stock to be issued as consideration in the transaction and Sonida and the Company have each filed a joint proxy statement as a proxy statement of the Company for the solicitation of our stockholders in favor of the transaction, among other proposals, and of Sonida for the solicitation of Sonida’s stockholders in favor of the issuance of the shares of Sonida Common Stock in the transaction (the “Joint Proxy Statement/Prospectus”) with the SEC, which the Company has furnished to its stockholders in connection with the meeting of stockholders to vote on the transaction. This communication is for informational purposes only, is neither an offer to purchase nor a solicitation of an offer to sell shares and is not a substitute for the Joint Proxy Statement/Prospectus or any other document that the Company may file with the SEC or send to its stockholders in connection with the transaction. THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SONIDA, THE PROPOSED TRANSACTION, THE PLAN OF DISSOLUTION, AND RELATED MATTERS. BEFORE MAKING ANY VOTING DECISION WITH RESPECT TO THE TRANSACTION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT/ PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY WHEN THEY ARE AVAILABLE. The registration statement, the proxy statement/prospectus and other documents, when filed with the SEC, can be obtained free of charge through the website maintained by the SEC at sec.gov, at the Company’s website at cnlhealthcareproperties.com under the tab “Filings” and
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then “SEC Filings” and on Sonida’s investor relations website at investors.sonidaseniorliving.com under the tab “Financials” and “SEC Filings.”
Participants in the Solicitation
The Company and its directors and executive officers and Sonida and its directors and executive officers and other members of their respective management and employees may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction and the issuance of shares of Sonida Common Stock. Information regarding the special interests of these directors, executive officers, management and employees in the proposed transaction are included in the joint proxy statement/prospectus referred to above and may be included in other relevant materials to be filed with the SEC, when they become available, including in connection with the solicitation of proxies to approve the proposed transaction and the issuance of shares of Sonida Common Stock. Additional information regarding the Company’s directors and executive officers is also included in the Company’s Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2024, which was filed with the SEC on March 12, 2025, and subsequent statements of changes in beneficial ownership on file with the SEC. Additional information regarding Sonida’s directors and executive officers is also included in Sonida’s proxy statement for its 2025 Annual Meeting of Stockholders, which was filed with the SEC on April 29, 2025, and in Form 3 and Form 4 statements of beneficial ownership and statements of changes in beneficial ownership of Sonida’s officers and executive officers filed with the SEC and in other documents filed by Sonida with the SEC. The filed documents are available free of charge on the SEC’s website at sec.gov and from the Company and Sonida by contacting them as described above. Other information about the participants in the proxy solicitation will be contained in the joint proxy statement/prospectus.
CHP-0226-5218530-BD
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