Sonida Senior Living Inc SEC Filings

Sonida Senior Living, Inc. reported that its board of directors approved a Third Amendment to its Second Amended and Restated Bylaws, effective December 10, 2025. The change was adopted immediately.

The amendment adds to the bylaws the advance notice procedures for stockholder nominations of directors and other business to be brought before stockholder meetings, mirroring provisions already found in the company’s Amended and Restated Certificate of Incorporation. The complete text of the Third Amendment is provided as Exhibit 3.1 to the report.

Sonida Senior Living (SNDA) reported Q3 2025 results. Total revenues were $98.0 million, up from $74.8 million a year ago, driven by higher resident revenue and managed community reimbursements. The company recorded a net loss of $27.3 million, and a net loss attributable to common shareholders of $28.3 million, or $1.56 per share.

Year to date, revenues reached $283.5 million versus $212.4 million in 2024, while operating costs, depreciation, and a $4.7 million impairment on an asset held for sale weighed on earnings. Operating cash flow was $24.8 million for the nine months. Total debt was $688.1 million, including $86.1 million drawn on the revolving credit facility and $122.0 million outstanding on a new Ally Bank term loan. Equity totaled $35.2 million at quarter end. The company recognized $9.1 million of employee retention credits in other income year to date.

Sonida closed three asset acquisitions in Florida, Georgia, and Texas during 2025. As of November 6, 2025, 18,770,006 common shares were outstanding.

Sonida Senior Living (SNDA) announced financial results for the third quarter ended September 30, 2025, via a press release furnished as Exhibit 99.1. The company also furnished an investor presentation as Exhibit 99.2 for its webcast. The materials were provided under Item 2.02 and are furnished, not filed, under the Exchange Act.

Sonida Senior Living (SNDA) filed a Schedule 13D/A updating ownership and a new equity commitment. Silk Partners agreed to invest $10,000,011.28 for 373,972 shares of common stock in a private placement at $26.74 per share, in connection with equity financing for a merger with CNL Healthcare Properties. The company states it will use proceeds to fund a portion of the merger cash consideration.

The amendment reports beneficial ownership based on 18,823,108 shares outstanding as of August 7, 2025: Silk and affiliated reporting persons at 2,456,841 shares (13.1%), Seymour Pluchenik at 2,699,593 shares (14.3%), and PF Investors at 242,752 shares (1.3%).

Post‑financing governance and liquidity terms include one Silk board designee until specified ownership thresholds, an 18‑month standstill, and registration rights requiring a shelf registration within three months of closing with demand and piggyback rights.

Sonida Senior Living (SNDA) shareholders received an update as Conversant Capital and affiliates filed Amendment No. 7 to Schedule 13D. Conversant Capital LLC and Michael J. Simanovsky reported beneficial ownership of 11,407,779 shares, or 54.1%, including common stock, shares issuable upon conversion of 41,250 shares of Series A Preferred (adding 1,281,205 common shares) and upon exercise of 1,031,250 warrant shares. Conversant GP Holdings LLC reported 9,969,516 shares or 47.3%. Shares outstanding were 18,770,006 as of October 31, 2025.

The filing references a definitive merger agreement combining Sonida with CNL Healthcare Properties and an equity financing where Conversant-affiliated investors agreed to purchase 3,739,716 shares at $26.74 per share for $100,000,005.84, to fund part of the cash merger consideration. Post‑merger governance and investor agreements include board designation rights that scale at 5%, 10%, 15% and 20% ownership thresholds, an 18‑month standstill, consent rights while holding at least 15%, and registration rights requiring a shelf filing within three months of the financing close.

Sonida Senior Living (SNDA) agreed to merge with CNL Healthcare Properties (CHP)$2.32 in cash plus Sonida stock valued at $4.58 divided by Sonida’s VWAP, subject to a collar from 15% below to 30% above a $26.74 reference price.

To fund the cash portion, Sonida arranged $110,000,017.12 of equity for 4,113,688 new shares at $26.74 and secured a $900,000,000 364‑day bridge loan, while upsizing its revolver to $300,000,000. Closing requires CHP and Sonida stockholder approvals, effectiveness of an S‑4, NYSE listing authorization, required regulatory approvals, and other customary conditions. Conversant-affiliated holders representing ~52.6% of Sonida voting power signed a voting agreement supporting the transaction.

Either side may terminate under specified conditions; each has a $30,000,000 termination fee, and the outside date is May 29, 2026. Upon closing, the Board will add Stephen H. Mauldin and one CHP designee, with further director changes noted by the company.

Brandon Ribar, President & CEO and a director of Sonida Senior Living, Inc. (SNDA), reported two non-derivative transactions covering March 12, 2025 and September 5, 2025. On March 12, 2025 he recorded a disposition of 14,657 performance-based restricted shares that were subsequently forfeited because the company did not achieve the fiscal 2024 performance target, leaving him with 311,710 shares beneficially owned. On September 5, 2025 he recorded a disposition of 809 shares withheld to satisfy tax withholding upon vesting at a price of $25.80 per share, leaving 326,367 shares noted in one line prior to the March adjustment. The Form 4 is signed by Mr. Ribar on September 9, 2025.

Sonida Senior Living announced a new senior secured term loan with Ally Bank totaling $137.0 million with a 0.75% closing fee ($1.0 million). The facility amends and restates Sonida's prior Ally term loan and provides an initial advance of $122.0 million to cover 19 communities, including the Alpharetta community acquired in June 2025. Two additional $7.5 million draws are available upon meeting specified debt yield and debt service coverage tests. The loan carries a 36-month maturity and a variable rate of one-month SOFR plus 2.65%, with a performance-based stepdown to 2.45%. As of June 30, 2025, Sonida had $112.9 million outstanding under the prior Ally loan; the company may request up to an additional $40.0 million to finance more properties, subject to lender diligence. The full loan agreement is filed as an exhibit.

Sonida Senior Living reported a clear increase in operating activity with total revenues of $93.5 million for the quarter and $185.4 million for the six months, driven by higher resident revenue which rose to $81.8 million in the quarter from $63.1 million a year earlier. Community net operating income improved to $21.2 million for the quarter, reflecting higher occupancies and rate capture across its portfolio of 96 communities.

Despite stronger top-line results and positive operating cash flow of $12.8 million for the six months, Sonida recorded a six-month net loss of $14.998 million and ended the period with $680.9 million of total debt and equity deficit pressure; current liabilities ($74.6 million) exceeded current assets ($63.5 million), and the Company reported a $51.2 million Series A preferred mezzanine position with accrued dividends added to its liquidation preference.