CNL Healthcare (CHTH) director Mauldin swaps shares for $4.74 merger payout

Rhea-AI Filing Summary

CNL Healthcare Properties director and officer Stephen H. Mauldin disposed of 6,133 shares of common stock in a transaction with the company. This disposition occurred in connection with the closing of a merger under an Agreement and Plan of Merger involving CNL Healthcare Properties and Sonida Senior Living.

For each CNL share held, Mauldin received 0.1318 of a Sonida Senior Living common share plus cash in lieu of fractional shares on March 10, 2026, and $2.32 in cash on March 11, 2026, for total consideration of $4.74 per share, based on a ten-day volume-weighted average price. After this merger-related transaction, he no longer held CNL common shares.

Insights

Corporate governance analyst

Mauldin’s Form 4 shows a full exit from CNL equity via merger consideration.

The filing shows Stephen H. Mauldin disposed of 6,133 CNL Healthcare Properties common shares in an issuer-related transaction tied to a merger. This is coded as a disposition to the issuer, not an open-market sale, and reflects the mechanics of the merger closing.

Footnotes detail that each CNL share converted into 0.1318 Sonida Senior Living shares plus cash, including $2.32 per share and total consideration of $4.74 based on a defined volume-weighted average price. Following the transaction, Mauldin held zero CNL shares, indicating his ownership shifted from CNL into a mix of Sonida stock and cash under the merger terms.

Insider Trade Summary

Net Seller: 6,133 shares

Net Sell 1 txn

Insider Mauldin Stephen H

Role See Remarks

Type	Security	Shares	Price	Value
Disposition	Common Stock	6,133	$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 (ii) on March 11, 2026, $2.32 in cash,
2. F2. (Continued from footnote 1) for a total consideration of $4.74 per share based on the Closing VWAP (as defined in the Mer-ger Agreement) for the ten-day period ending on March 6, 2026 and subject to the collar mechanism described therein.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 03/11/2026 - 06:42 PM Learn about SEC filing dates

FAQ

What insider transaction did Stephen H. Mauldin report for CNL Healthcare Properties (CHTH)?

Stephen H. Mauldin reported disposing of 6,133 shares of CNL Healthcare Properties common stock. The transaction was coded as a disposition to the issuer and occurred in connection with the closing of a merger, rather than through an open-market sale of shares.

How were CNL Healthcare Properties (CHTH) shares converted in the merger described in Mauldin’s Form 4?

Each CNL Healthcare Properties share was exchanged for 0.1318 Sonida Senior Living common shares plus cash in lieu of fractional shares. In addition, each share entitled the holder to receive $2.32 in cash on a subsequent date as part of the merger consideration package.

What total consideration per share did CNL Healthcare Properties (CHTH) stockholders receive in the merger?

Stockholders received total consideration of $4.74 per CNL share. This amount was based on the closing volume-weighted average price for a ten-day period ending on March 6, 2026, and reflected both Sonida Senior Living stock and cash components specified in the merger agreement.

Did Stephen H. Mauldin retain any CNL Healthcare Properties (CHTH) shares after the reported transaction?

No, Stephen H. Mauldin held zero CNL Healthcare Properties common shares after the transaction. The Form 4 shows his total shares following the disposition as 0.0000, indicating a complete exit from CNL equity through the merger-related issuer transaction disclosed.

Was Stephen H. Mauldin’s CNL Healthcare Properties (CHTH) transaction an open-market sale?

No, the transaction was not an open-market sale. It was classified as a disposition to the issuer and completed pursuant to a merger agreement, where CNL shares were converted into Sonida Senior Living stock plus cash according to fixed terms, rather than sold on the open market.

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^*

Mauldin Stephen H

(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)
	See Remarks

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		6,133	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 (ii) on March 11, 2026, $2.32 in cash,

2. (Continued from footnote 1) for a total consideration of $4.74 per share based on the Closing VWAP (as defined in the Mer-ger Agreement) for the ten-day period ending on March 6, 2026 and subject to the collar mechanism described therein.

Remarks:

Vice Chairman of the Board, President and Chief Executive Officer

	/s/Stephen H. Mauldin	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.