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CNL Healthcare (CHTH) chair exits 1.37M-share stake for $4.74 per share

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CNL Healthcare Properties, Inc. director and chairman James M. Seneff Jr. disposed of 1,370,820 shares of common stock back to the company in connection with the closing of a previously signed merger agreement.

For each share surrendered, he received 0.1318 Sonida Senior Living (SNDA) shares plus cash in lieu of fractional shares on March 10, 2026, and an additional $2.32 in cash per share on March 11, 2026, for total merger consideration of $4.74 per share based on the defined closing VWAP. Following this merger-driven disposition, his directly held CNL Healthcare common stock position reported in this filing is 0 shares.

Positive

  • None.

Negative

  • None.

Insights

Chairman’s entire stake is cashed out via a closed merger, not open‑market selling.

The filing shows James M. Seneff Jr., chairman of CNL Healthcare Properties, disposing of 1,370,820 common shares to the issuer. This is tied directly to the consummation of a previously executed merger agreement, rather than a discretionary market trade.

Per share, he received $4.74 of total consideration, combining 0.1318 Sonida Senior Living (SNDA) shares plus associated cash and an additional $2.32 in cash on March 11, 2026, based on a defined closing VWAP and collar terms. The transaction eliminates his reported direct CNL Healthcare equity position, but because it results from a negotiated merger structure, it carries limited signaling value about his independent view of valuation.

Insider SENEFF JAMES M JR
Role Chairman of the Board
Type Security Shares Price Value
Disposition Common Stock 1,370,820 $0.00 $0.00
Holdings After Transaction: Common Stock — 0 shares (Direct)
Footnotes (2)
  1. F1. These shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of November 4, 2025, by and among CNL Healthcare Properties, Inc. (the "Company"), Sonida Senior Living, Inc. ("SNDA"), SSL Sparti LLC, a wholly owned subsidiary of SNDA ("Holdco"), SSL Sparti Property Holdings Inc., a wholly owned subsidiary of Holdco (f/k/a Sparti Merger Sub, Inc.), and CHP Merger Corp., a wholly owned subsidiary of the Company (as amended from time to time, the "Merger Agreement"). In connection with the closing of the transactions contemplated by the Merger Agreement, for each share of the Company's common stock held by the reporting person, the reporting person received (i) on March 10, 2026, 0.1318 of a share of SNDA common stock and cash in lieu of fractional shares and
  2. F2. (Continued from footnote 1) (ii) on March 11, 2026, $2.32 in cash, for a total consideration of $4.74 per share based on the Closing VWAP (as defined in the Merger Agreement) for the ten-day period ending on March 6, 2026 and subject to the collar mechanism described therein.

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FAQ

What insider transaction did CNL Healthcare (CHTH) report for James M. Seneff Jr.?
CNL Healthcare reported that chairman James M. Seneff Jr. disposed of 1,370,820 shares of common stock back to the company. The disposition occurred as part of closing a previously agreed merger, rather than through open-market selling or routine portfolio trading.

What consideration did CNL Healthcare (CHTH) chairman receive per share in the merger?
For each CNL Healthcare share, the chairman received total consideration of $4.74. This consisted of 0.1318 Sonida Senior Living (SNDA) shares plus related cash on March 10, 2026, and an additional $2.32 in cash per share on March 11, 2026.

How many CNL Healthcare (CHTH) shares did James M. Seneff Jr. dispose of?
James M. Seneff Jr. disposed of 1,370,820 shares of CNL Healthcare common stock. These shares were transferred to the issuer in connection with the closing of the merger agreement, rather than sold on an exchange or through a separate private transaction.

Did the CNL Healthcare (CHTH) chairman retain any common shares after the merger transaction?
Following the merger-related disposition, the filing reports that James M. Seneff Jr. holds 0 shares of CNL Healthcare common stock directly. His entire reported direct position in the issuer’s common equity was eliminated as part of the merger consideration structure.

Was the CNL Healthcare (CHTH) insider transaction an open-market sale?
No. The transaction is coded as a disposition to issuer and is explicitly linked to the closing of a merger agreement. The consideration mix of Sonida Senior Living stock and cash reflects negotiated merger terms, not an open-market trading decision.

What role did Sonida Senior Living stock play in the CNL Healthcare (CHTH) merger consideration?
Each CNL Healthcare share held by the insider was exchanged for 0.1318 shares of Sonida Senior Living (SNDA) common stock plus cash. This stock component, valued using a closing VWAP over ten days, formed part of the total $4.74 per share merger consideration.
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SENEFF JAMES M JR
(Last) (First) (Middle)
450 S. ORANGE AVENUE
(Street)
ORLANDO FL 32801
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CNL Healthcare Properties, Inc. [ NONE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/10/2026 D 1,370,820 D (1)(2) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These shares were disposed of pursuant to the Agreement and Plan of Merger, dated as of November 4, 2025, by and among CNL Healthcare Properties, Inc. (the "Company"), Sonida Senior Living, Inc. ("SNDA"), SSL Sparti LLC, a wholly owned subsidiary of SNDA ("Holdco"), SSL Sparti Property Holdings Inc., a wholly owned subsidiary of Holdco (f/k/a Sparti Merger Sub, Inc.), and CHP Merger Corp., a wholly owned subsidiary of the Company (as amended from time to time, the "Merger Agreement"). In connection with the closing of the transactions contemplated by the Merger Agreement, for each share of the Company's common stock held by the reporting person, the reporting person received (i) on March 10, 2026, 0.1318 of a share of SNDA common stock and cash in lieu of fractional shares and
2. (Continued from footnote 1) (ii) on March 11, 2026, $2.32 in cash, for a total consideration of $4.74 per share based on the Closing VWAP (as defined in the Merger Agreement) for the ten-day period ending on March 6, 2026 and subject to the collar mechanism described therein.
/s/James M. Seneff, Jr. 03/11/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR