[8-K] Sonida Senior Living, Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Insights

Capital Markets Specialist

TL;DR Refinancing secures liquidity, extends maturity by replacing the prior loan and provides conditional additional capacity.

The amended and restated facility increases committed capacity to $137.0 million and delivers an immediate $122.0 million advance to cover 19 communities, preserving operations and freeing up near-term refinancing risk. The 36-month tenor converts an upcoming maturity into a multi-year facility, while the conditional $15.0 million of incremental draws and an optional $40.0 million increase offer growth financing subject to lender tests and diligence. The variable pricing tied to one-month SOFR with a 2.65% margin (stepdown to 2.45%) balances cost with potential performance incentives. Overall, this is a material liquidity-positive move.

Risk Analyst

TL;DR Facility improves runway but retains variable-rate exposure and conditional availability features that warrant monitoring.

The transaction replaces the prior Ally loan ($112.9 million outstanding as of June 30, 2025) and provides immediate funding, yet the interest cost remains variable (one-month SOFR plus margin), leaving earnings exposed to short-term rate movements. Additional $7.5 million draws require meeting debt yield and debt service coverage ratios, and any $40.0 million expansion is subject to lender diligence, so incremental capacity is not guaranteed. The 0.75% closing fee and other commercial terms should be reviewed in the full agreement to assess covenant and default mechanics.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) August 7, 2025

Sonida Senior Living, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-13445		75-2678809
(Commission File Number)		(IRS Employer Identification No.)

14755 Preston Road, Suite 810
Dallas, Texas		75254
(Address of Principal Executive Offices)		(Zip Code)

(972) 770-5600

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		SNDA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 7, 2025, Sonida Senior Living, Inc. (the “Company”) entered into a senior secured term loan of $137.0 million (“2025 Ally Term Loan”) with Ally Bank (“Ally”) with a closing fee of 0.75%, or $1.0 million. The 2025 Ally Term Loan amends and restates the Company’s existing term loan agreement with Ally, dated as of March 10, 2022, as amended. The 2025 Ally Term Loan allows for an initial term loan advance on the closing date of $122.0 million on 19 communities, which includes 18 communities under the existing Ally term loan agreement, as well as the Alpharetta community acquired in June 2025. Two additional draws of $7.5 million each will become available subject to achieving certain debt yields and debt service coverages ratios. The 2025 Ally Term Loan has a 36-month maturity date and a variable interest rate of one-month SOFR plus a 2.65% margin (subject to a performance-based stepdown to a 2.45% margin). As of June 30, 2025, the Company had $112.9 million outstanding under the existing Ally term loan agreement, which had a maturity date of March 10, 2026, and a one-year extension option. The Company has the ability to request an increase in the term loan up to $40.0 million to finance additional properties subject to lender due diligence and review.

The foregoing description of the 2025 Ally Term Loan is not complete and is qualified in its entirety by reference to the full text of the 2025 Ally Term Loan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1		Amended and Restated Term Loan Agreement, dated August 7, 2025, by and among Ally Bank, Sonida Senior Living, Inc. and affiliated borrower entities.
104		Cover Page Interactive Data File-formatted as Inline XBRL.

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.

Date: August 13, 2025				Sonida Senior Living, Inc.
				By:		/s/ Tabitha Bailey
				Name:		Tabitha Bailey
				Title:		Senior Vice President and Chief Legal Officer