| Item 1.01 |
Entry into a Material Definitive Agreement. |
On May 18, 2026, Sonida Senior Living, Inc. (the “Company”) entered into an equity distribution agreement (the “Distribution Agreement”) with (i) RBC Capital Markets, LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, R. Seelaus & Co., LLC and Wells Fargo Securities, LLC, each as sales agent and/or principal and/or forward seller (in any such capacity, each a “Sales Agent” and collectively, the “Sales Agents”) and (ii) Royal Bank of Canada, Bank of Montreal, Citibank, N.A., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Bank, National Association, each as a forward purchaser (in such capacity, each a “Forward Purchaser”, and collectively, the “Forward Purchasers”) relating to (a) the issuance and sale by the Company to or through the Sales Agents from time to time of shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), and (b) the sale by the Forward Sellers (as defined below), acting as agents for the Forward Purchasers or their affiliates, of shares of Common Stock (collectively, the “Shares”), with the Shares to be sold under the Distribution Agreement having an aggregate gross offering price of up to $250,000,000 (the “ATM Program”). The Sales Agents, when acting in their capacity as agents for the Forward Purchasers, are referred to herein individually as a “Forward Seller” and, collectively, as the “Forward Sellers.” Concurrently with its entry into the Distribution Agreement, the Company entered into separate master confirmations (collectively, the “Master Confirmations”), each dated May 18, 2026, by and between the Company and each of the Forward Purchasers.
Pursuant to the terms of the Distribution Agreement, sales of the Shares under the ATM Program, if any, will be made through the Sales Agents acting as sales agent or the Forward Sellers acting as agents for the applicable Forward Purchasers, and may be made in any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the New York Stock Exchange, on any other existing trading market for the Common Stock or to or through a market maker (which may include ordinary brokers’ transactions) or as otherwise agreed by us and the Sales Agents, at market prices prevailing at the time of sale or at prices related to prevailing market prices. With the Company’s prior consent, the Sales Agents may also sell shares of Common Stock in negotiated transactions, including block transactions. Each Sales Agent will receive a commission at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the sale price of all of the Common Stock sold through such Sales Agent under the Distribution Agreement. The Company may also sell Shares to one or more of the Sales Agents as principal for its own account at a price agreed upon at the time of sale. If the Company sells Shares to any of the Sales Agents as principal, it will enter into a separate terms agreement with such Sales Agent.
The sale of any Shares made through a Forward Seller will be in connection with the relevant forward transaction entered into pursuant to a separate forward sale agreement entered into by and among the Company and the relevant Forward Purchaser pursuant to any Master Confirmation and a related supplemental confirmation to be entered into with the relevant Forward Purchaser. Each Forward Purchaser will receive a commission, in the form of a reduced initial forward sale price under the related forward sale agreement, at a mutually agreed rate that will not exceed 2.0% of the volume-weighted average price at which the affiliated Forward Seller sells borrowed shares of Common Stock during the forward hedge selling period applicable to a forward sale agreement. In connection with any forward sale agreement, the relevant Forward Purchaser will use commercially reasonable efforts to borrow from third parties and through its affiliated Forward Seller, sell a number of Shares equal to the number of shares of Common Stock specified in such forward sale agreement.
