Sonida updates 18.7M-share resale holder list

Sonida Senior Living, Inc. (SNDA) filed a prospectus supplement updating the list of selling stockholders for an existing resale registration covering up to 18,710,689 shares of common stock.

Rhea-AI Filing Summary

Sonida Senior Living, Inc. (SNDA) filed a prospectus supplement updating the list of selling stockholders for an existing resale registration covering up to 18,710,689 shares of common stock. This consists of 17,679,439 outstanding shares held by selling stockholders and up to 1,031,250 shares issuable upon exercise of warrants with a $40.00 per-share exercise price.

The supplement reflects a distribution in kind of 1,182,595 shares by CPIF Sparti SAF, L.P. to certain limited partners and updates ownership information for several funds, including Conversant Capital–affiliated entities and others. No additional securities are being registered, and Sonida is not offering shares under this supplement. SNDA last traded at $39.56 on the NYSE on August 21, 2026.

Filing Explained

The update changes holder-level resale allocations; its after-offering figures describe maximum-sale outcomes, not completed sales.

The August 24, 2026 supplement updates the holder-level allocation in an existing resale registration after CPIF SAF’s distribution; its table describes the holdings that would remain if the listed maximum resale occurred, not a completed sale.

Under the table, Conversant Capital, Alaris Master Fund, and the LuminArx entities each show zero shares after the offering, while Tyro Absolute Return Fund shows 85,706 shares after offering from 640,104 shares before, with 554,398 shares listed for resale.

The table is based on information as of August 7, 2026; the filing also says some holders may have sold or transferred shares since the prospectus and that the information may change.

Key Figures

Registered for resale: 18,710,689 shares of common stock Outstanding shares held by selling stockholders: 17,679,439 shares of common stock Warrant shares: 1,031,250 shares of common stock +5 more

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Registered for resale 18,710,689 shares of common stock Total shares covered by the resale registration

Outstanding shares held by selling stockholders 17,679,439 shares of common stock Portion of registered shares already outstanding

Warrant shares 1,031,250 shares of common stock Shares issuable upon exercise of warrants

Warrant exercise price $40.00 per share Exercise price of warrants held by certain selling stockholders

Distribution in kind 1,182,595 shares of common stock Shares distributed by CPIF Sparti SAF, L.P. to limited partners

Conversant beneficial ownership 14,454,529 shares; 29.5% Shares and percentage beneficially owned prior to the offering

Recent SNDA trading price $39.56 per share Last reported sale price on NYSE on August 21, 2026

Tyro Absolute Return Fund holdings pre-update 640,104 shares of common stock Beneficial ownership prior to the offering

Key Terms

prospectus supplement, selling stockholders, distribution in kind, beneficially owned, +2 more

6 terms

prospectus supplement regulatory

"This prospectus supplement supplements and amends the prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

selling stockholders financial

"offer and resale, from time to time, by the selling securityholders"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

distribution in kind financial

"to reflect the distribution in kind by CPIF SAF of an aggregate"

beneficially owned financial

"Number of Shares of Common Stock Beneficially Owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"has shared voting power and shared dispositive power with respect to"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

Schedule 13D regulatory

"based solely on an Amendment No. 9 to Schedule 13D filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Offering Details

secondary · Up to 18,710,689 shares of common stock

Offering

Offering Type secondary

Securities Offered Common stock, par value $0.01 per share

Offering Amount Up to 18,710,689 shares of common stock

Use of Proceeds All shares are offered for resale by selling stockholders; the company is not selling any securities under this supplement.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Sonida Senior Living (SNDA) registering in this prospectus supplement?

The supplement relates to the resale of up to 18,710,689 shares of common stock, including 17,679,439 existing shares and up to 1,031,250 shares issuable upon exercise of warrants at $40.00 per share, all to be sold by selling stockholders.

Does Sonida Senior Living (SNDA) receive proceeds from the shares covered?

All shares covered are for resale by selling stockholders. The company is not offering any securities in this supplement, and no additional securities are being registered. Any potential proceeds from warrant exercises are not described as part of this resale update.

What change triggered this Sonida (SNDA) prospectus supplement?

The supplement updates the selling stockholders section to reflect a distribution in kind of 1,182,595 shares of common stock by CPIF Sparti SAF, L.P. to certain of its limited partners and to refresh ownership data for several funds.

How many Sonida (SNDA) shares are associated with Conversant-affiliated entities?

Conversant Capital–affiliated entities, collectively referred to as the Conversant Parties, report shared voting and dispositive power over 15,637,124 shares of common stock, including shares issuable upon warrant exercise, based on an amended Schedule 13D as adjusted for the distribution.

What is the recent trading price of Sonida (SNDA) common stock?

On August 21, 2026, the last reported sale price of Sonida’s common stock on the NYSE was $39.56 per share, compared with warrants held by certain selling stockholders that are exercisable at $40.00 per share.

How much of Sonida (SNDA) is held by Conversant Capital LLC as a selling stockholder?

Conversant Capital LLC, through affiliated funds, is listed with 14,454,529 shares of common stock beneficially owned prior to the offering, representing 29.5% of the common stock beneficially owned as shown in the updated selling stockholders table.

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Available on EDGAR 08/24/2026 - 04:25 PM EDT Accepted by SEC EDGAR 08/24/2026 - 04:18 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(7)
Registration No. 333-296712

PROSPECTUS SUPPLEMENT NO. 1

(To Prospectus dated August 17, 2026)

SONIDA SENIOR LIVING, INC.

Up to 18,710,689 Shares of Common Stock

This prospectus supplement supplements and amends the prospectus dated August 17, 2026 (the “Prospectus”), relating to the offer and resale, from time to time, by the selling securityholders named therein (the “Selling Stockholders”) of up to 18,710,689 shares of the common stock, par value $0.01 per share (the “common stock”), of Sonida Senior Living, Inc. (“Sonida” or the “Company”), consisting of (a) 17,679,439 shares of common stock held by the Selling Stockholders and (b) up to 1,031,250 shares of common stock issuable upon the exercise, at an exercise price of $40.00 per share, of warrants held by certain of the Selling Stockholders.

This prospectus supplement is being filed solely to update the “Selling Stockholders” section of the Prospectus to reflect the distribution of shares of common stock previously issued to CPIF Sparti SAF, L.P. (“CPIF SAF”) to certain of its limited partners. No additional securities are being registered by this prospectus supplement. The shares covered hereby were previously registered for resale pursuant to the registration statement referenced herein.

You should read this prospectus supplement, together with the related prospectus and the additional information described under the heading “Where You Can Find More Information; Incorporation of Certain Information by Reference,” carefully before you invest in any of our securities.

Our common stock is listed on the New York Stock Exchange (“NYSE”) and trades under the ticker symbol “SNDA.” On August 21, 2026, the last reported sale price of our common stock on the NYSE was $39.56.

Investing in our securities involves risks. You should carefully consider the risk factors beginning on page 2 of the Prospectus and in Item 1A Risk Factors in the Company’s most recent Annual Report on Form 10-K and the other filings the Company makes with the Securities and Exchange Commission from time to time before you make an investment in our securities.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus supplement is August 24, 2026.

ABOUT THIS PROSPECTUS SUPPLEMENT

The “Selling Stockholders” section in the Prospectus is modified by adding the information below with respect to certain persons not previously listed therein and also to update information for certain persons previously listed therein.

SELLING STOCKHOLDERS

The following information is provided as of August 7, 2026 solely to update the “Selling Stockholders” section of the Prospectus to reflect the distribution in kind by CPIF SAF of an aggregate of 1,182,595 shares of common stock to certain of its limited partners, as reflected in the table set forth below.

With respect to only the Selling Stockholders listed in the table below, the information set forth in the table below supersedes and replaces the information regarding such Selling Stockholders in the Prospectus. Information regarding each of the Selling Stockholders listed in the table below is based on information provided by each of them as of the date of this prospectus supplement.

Information about the Selling Stockholders, including those listed below, may change over time. Since the date of the Prospectus, certain of the Selling Stockholders listed below have sold a portion of their shares of common stock registered thereunder and certain other Selling Stockholders may also have sold or otherwise transferred their shares of common stock registered thereunder. This prospectus supplement does not provide any updates with respect to any Selling Stockholders not listed in the table below.

Name of Selling Stockholders(1)		Prior to the Offering								Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus(3)				After the Offering
		Number of Shares of Common Stock Beneficially Owned				Percentage of Shares of Common Stock Beneficially Owned(2)								Number of Shares of Common Stock Beneficially Owned(4)				Percentage of Shares of Common Stock Beneficially Owned(2)
Conversant Capital LLC(5)			14,454,529				29.5	%			14,454,529				—				—
Alaris Master Fund, LP(6)			369,447				*				369,447				—				—
Entities affiliated with LuminArx Capital Management LP(7)			258,750				*				258,750				—				—
Tyro Absolute Return Fund (8)			640,104				*				554,398				85,706				—

(1) The information in this table and the related notes is based upon information supplied by the Selling Stockholders and publicly available SEC filings.

(2) The percentages indicated are based on (i) 48,047,990 shares of our common stock issued and outstanding on August 7, 2026, plus (ii) 1,031,250 shares of our common stock issuable in the aggregate upon exercise of warrants held by Conversant Dallas Parkway (A) LP (“Conversant Fund A”) and Conversant Dallas Parkway (B) LP (“Conversant Fund B”).

(3) Assumes that, other than the distribution described in this prospectus supplement, none of the shares of common stock offered hereby have been sold or otherwise transferred prior to the date of this prospectus supplement in transactions exempt from the registration requirements of the Securities Act.

(4) Assumes that, after the date of this prospectus supplement and prior to completion of this offering, the Selling Stockholders will not acquire additional shares of common stock or other securities.

(5) Consists of (i) 6,857,823 shares of our common stock held by Conversant Fund A, (ii) 807,115 shares of our common stock held by Conversant Fund B, (iii) 1,032,216 shares of our common stock held by Conversant Dallas Parkway (D) LP (“Conversant Fund D”), (iv) 648,942 shares of our common stock held by Conversant Dallas Parkway (F) LP (“Conversant Fund F”), (v) 3,199,998 shares of our common stock held by Conversant PIF Aggregator A LP (“Conversant Aggregator A”), (vi) 652,356 shares of our common stock held by CPIF SAF, and (vii) 224,829 shares of our common stock held by CPIF K Co-Invest SPT A, L.P. (“CPIF K” and, together with Conversant Fund A, Conversant Fund B, Conversant Fund D, Conversant Fund F, Conversant Aggregator A and CPIF SAF, the “Conversant Parties”), plus (viii) 1,031,250 shares of our common stock issuable in the aggregate upon exercise of our warrants held by Conversant Fund A (for 968,538 shares of our common stock) and Conversant Fund B (for 62,712 shares of our common stock).

The address of the Conversant Parties is c/o Conversant Capital LLC, 25 Deforest Avenue, Summit, NJ 07901. Conversant Fund A, Conversant Fund B, Conversant Fund D and Conversant Fund F are alternative investment vehicles of Conversant GP Holdings LLC (“Conversant GP”) established for purpose of investing in the Company’s securities. CPIF SAF is an alternative investment vehicle of Conversant Private GP LLC (“Conversant Private GP”) established for purpose of investing in the Company’s

securities. Conversant Aggregator A and CPIF K’s indirect parent entity (which wholly owns CPIF K) are alternative investment vehicles of Conversant Private GP established for purpose of investing in the securities of multiple companies. CPIF K has been established for the purpose of holding the investment of CPIF K’s indirect parent entity in the Company’s securities. Conversant Capital LLC (“Conversant Capital”) is the investment manager of and makes investment decisions for the Conversant Parties. Michael J. Simanovsky is the managing member of Conversant Capital. Conversant GP is the general partner of each of Conversant Fund A, Conversant Fund B, Conversant Fund D and Conversant Fund F. Conversant Private GP is the general partner of Conversant Aggregator A, CPIF K and CPIF SAF. Mr. Simanovsky is the managing member of Conversant GP and Conversant Private GP. By virtue of these relationships, each of Conversant Capital, Conversant GP, Conversant Private GP and Mr. Simanovsky may be deemed to beneficially own the shares of our common stock (including upon exercise of warrants to purchase our common stock) owned directly by the applicable Conversant Parties.

None of the Conversant Parties, Conversant GP, Conversant Private GP, Conversant Capital or Mr. Simanovsky has sole voting or sole dispositive power with respect to any shares. Conversant Fund A has shared voting power and shared dispositive power with respect to 7,826,361 shares, Conversant Fund B has shared voting power and shared dispositive power with respect to 869,827 shares, Conversant Fund D has shared voting power and shared dispositive power with respect to 1,032,216 shares, Conversant Fund F has shared voting power and shared dispositive power with respect to 648,942 shares, Conversant Aggregator A has shared voting power and shared dispositive power with respect to 3,199,998 shares, Conversant Private GP has shared voting power and shared dispositive power with respect to 5,259,778 shares, CPIF K has shared voting power and shared dispositive power with respect to 224,829 shares, CPIF SAF has shared voting power and shared dispositive power with respect to 1,834,951 shares, Conversant GP has shared voting power and shared dispositive power with respect to 10,377,346 shares, and Mr. Simanovsky and Conversant Capital have shared voting power and shared dispositive power with respect to 15,637,124 shares (including, as applicable in any case, shares issuable upon exercise of warrants to purchase our common stock, as described in the second preceding paragraph).

The foregoing information regarding the Conversant Parties, Conversant GP, Conversant Private GP, Conversant Capital, Mr. Simanovsky, and their respective beneficial ownership of shares of our common stock is based solely on an Amendment No. 9 to Schedule 13D filed on August 10, 2026, as adjusted to reflect the distribution described in this prospectus supplement.

(6) Consists of shares of our common stock held by Alaris Master Fund LP. Alaris Capital, LLC is the general partner of Alaris Master Fund LP and may be deemed to be an indirect beneficial owner of the shares. The principal business address of each of Alaris Master Fund LP and Alaris Capital, LLC is 4900 Main Street, Suite 600, Kansas City, Missouri 64112.

(7) Consists of (i) 66,240 shares of our common stock held by LuminArx Pavo Holdings II LP (“LuminArx Pavo”) and (ii) 192,510 shares of our common stock held by LuminArx Opportunistic Alternative Solutions Holdings II Fund LP (together with LuminArx Pavo, the “LuminArx Parties”). The address of the LuminArx Parties is 712 Fifth Avenue, 23rd Floor, New York, NY 10019 USA.

The investment manager of each of the LuminArx Parties is LuminArx Capital Management LP (the “Investment Manager”). Min Htoo and Gideon Berger are the managing members of LuminArx Capital Management GP LLC, the general partner of the Investment Manager. The Investment Manager and these individuals may be deemed to have shared voting and investment power of the securities held by each of the LuminArx Parties.

(8) Consists of (i) 108,551 shares of our common stock held by Tyro Absolute Return Fund, LP (“Tyro Fund I”), all of which are being offered pursuant to this Prospectus, and (ii) 531,553 shares of our common stock held by Tyro Absolute Return Fund II, LP (“Tyro Fund II” and, together with Tyro Fund I, the “Tyro Funds”), 445,847 of which are being offering pursuant to this Prospectus. The address of the Tyro Funds is 252 NW 29th Street, Suite 944, Miami, FL 33127.

The managing members of Tyro Fund I and Tyro Fund II are Louis A. Parks, Daniel HS McMurtrie and D. Alex Draime. These individuals may be deemed to have shared voting and investment power of the securities held by the Tyro Funds.