Sonida Senior Living launches $250M ATM program

Sonida Senior Living launches $250M ATM program

Rhea-AI Filing Summary

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FAQ

Filing Exhibits & Attachments

Rhea-AI Filing Summary

Q: How large is Sonida Senior Living’s new ATM stock offering?

Q: How will Sonida Senior Living use proceeds from the ATM program?

Q: What commissions are paid under Sonida Senior Living’s ATM and forward structure?

Q: Will Sonida Senior Living receive cash from forward stock sales immediately?

8-K Event Classification

Key Figures

Key Terms

What did Sonida Senior Living (SNDA) announce in this 8-K?

How large is Sonida Senior Living’s new ATM stock offering?

How will Sonida Senior Living use proceeds from the ATM program?

What commissions are paid under Sonida Senior Living’s ATM and forward structure?

Will Sonida Senior Living receive cash from forward stock sales immediately?

Under what registration is Sonida Senior Living’s ATM program being offered?

Positive

Negative

The at-the-market program authorizes sales of up to $250,000,000 of Sonida Senior Living common stock. Shares may be issued directly by the company or sold in connection with forward sale agreements, providing a sizable capacity for future equity financing if utilized.

Sonida Senior Living plans to use net proceeds for acquisition opportunities, capital expenditure projects at its senior living communities, working capital and other general corporate purposes. These purposes may include, among other things, repaying debt and funding ongoing corporate needs.

Each sales agent may receive a commission up to 2.0% of the sale price of common stock sold through it. Each forward purchaser receives up to 2.0% via a reduced initial forward sale price based on the volume-weighted average price of borrowed shares sold.

Sonida Senior Living will not initially receive proceeds from shares sold by forward sellers under forward sale agreements. The company generally expects to receive cash later when it physically settles those agreements by delivering shares on one or more specified settlement dates.

Sonida Senior Living, Inc. established an at-the-market equity program allowing the sale of up to $250,000,000 of common stock through a group of sales agents and forward purchasers under an equity distribution agreement and related master confirmations.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Sonida Senior Living, Inc. established an at-the-market equity program allowing the sale of up to $250,000,000 of common stock through a group of sales agents and forward purchasers under an equity distribution agreement and related master confirmations.

Shares may be sold over time on the New York Stock Exchange or other markets, including ordinary broker transactions, block trades and negotiated deals. Sales agents can earn up to 2.0% of the sale price as commission, and forward purchasers receive up to 2.0% via a reduced initial forward sale price.

The company plans to use net proceeds for acquisitions, capital projects at its senior living communities, working capital and other general corporate purposes, including possible debt repayment. It will not initially receive cash from forward sales and generally expects to settle forward agreements by delivering shares later.

Sonida sets up a $250M ATM and forward sale program for flexible equity financing.

Sonida Senior Living arranged an at-the-market equity program for up to $250,000,000 of common stock, using multiple sales agents and forward purchasers. Sales can occur gradually on exchanges or via negotiated and block trades, offering flexible access to public equity markets.

The structure includes forward sale agreements, where affiliated forward sellers borrow and sell shares, and Sonida typically settles later by delivering stock. Commissions to sales agents and forward purchasers are each capped at 2.0%, which is typical for this type of facility.

Proceeds are earmarked for potential acquisitions, capital expenditures at senior living communities, working capital, other corporate purposes and possible debt repayment. Actual equity issuance and dilution will depend on how much of the $250,000,000 capacity the company chooses to use over time.

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

ATM program size: $250,000,000 Sales agent commission cap: 2.0% of sale price Forward purchaser commission cap: 2.0% of VWAP

3 metrics

ATM program size $250,000,000 Aggregate gross offering price of common stock under ATM program

Sales agent commission cap 2.0% of sale price Maximum commission rate on common stock sold through a sales agent

Forward purchaser commission cap 2.0% of VWAP Maximum commission via reduced initial forward sale price based on volume-weighted average price

at-the-market offering, forward sale agreement, Master Confirmations, shelf registration statement on Form S-3, +1 more

5 terms

at-the-market offering financial

"may be made in any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

forward sale agreement financial

"in connection with the relevant forward transaction entered into pursuant to a separate forward sale agreement entered into by and among the Company"

A forward sale agreement is a contract where a holder of securities or assets agrees to sell them at a fixed price on a specific future date, like a farmer locking in a price for next season’s crop. For investors this matters because it creates predictable future cash or supply and reduces price uncertainty, but it can limit upside if prices rise and introduces risk if the other party fails to deliver or payment affects shareholder value through dilution or financing choices.

Master Confirmations financial

"entered into separate master confirmations (collectively, the “Master Confirmations”), each dated May 18, 2026"

shelf registration statement on Form S-3 regulatory

"offered and sold pursuant to the Company’s shelf registration statement on Form S-3, dated July 30, 2024"

A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.

prospectus supplement regulatory

"filed with the SEC a prospectus supplement, dated May 18, 2026, to the prospectus included in the Registration Statement"

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.

Sonida Senior Living announced an at-the-market equity program to sell up to $250,000,000 of common stock. Sales can be made over time through multiple sales agents and forward purchasers under an equity distribution agreement and related forward sale arrangements.

The at-the-market program authorizes sales of up to $250,000,000 of Sonida Senior Living common stock. Shares may be issued directly by the company or sold in connection with forward sale agreements, providing a sizable capacity for future equity financing if utilized.

Sonida Senior Living plans to use net proceeds for acquisition opportunities, capital expenditure projects at its senior living communities, working capital and other general corporate purposes. These purposes may include, among other things, repaying debt and funding ongoing corporate needs.

Each sales agent may receive a commission up to 2.0% of the sale price of common stock sold through it. Each forward purchaser receives up to 2.0% via a reduced initial forward sale price based on the volume-weighted average price of borrowed shares sold.

Sonida Senior Living will not initially receive proceeds from shares sold by forward sellers under forward sale agreements. The company generally expects to receive cash later when it physically settles those agreements by delivering shares on one or more specified settlement dates.

The ATM program shares will be offered under Sonida’s existing Form S-3 shelf registration statement dated July 30, 2024. A related prospectus supplement dated May 18, 2026, was filed to cover the at-the-market equity distribution and associated forward sale arrangements.

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Accepted by SEC EDGAR 05/18/2026 - 05:30 PM

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) May 18, 2026

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, par value $0.01 per share	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 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.

The offering of Shares under the ATM Program pursuant to the Distribution Agreement will terminate upon the earlier of (i) the sale of the maximum aggregate amount of the Shares subject to the Distribution Agreement, or (ii) termination of the Distribution Agreement as provided for therein.

The Company intends to use the net proceeds from the ATM Program for potential acquisition opportunities, capital expenditure projects at the Company’s senior living communities, working capital and other general corporate purposes, which may include, among other things, debt repayment. The Company may invest funds not required immediately for such purposes in marketable securities and short-term investments.

The Company will not initially receive any proceeds from any sale of Shares by a Forward Seller pursuant to a forward sale agreement. The Company expects to physically settle any forward sale agreement into which it enters (by the delivery of shares of the Common Stock) and receive proceeds from the sale of those shares of Common Stock upon one or more settlement dates under the forward sale agreement no later than the date specified in the applicable forward sale agreement. The Company may also elect to cash settle or net share settle all or a portion of its obligations under any forward sale agreement. If the Company elects to cash settle any forward sale agreement, it may not receive any proceeds, and may owe cash to the relevant Forward Purchaser in certain circumstances. If the Company elects to net share settle any forward sale agreement, it will not receive any proceeds, and may owe shares of Common Stock to the relevant Forward Purchaser in certain circumstances. Any forward sale agreement is subject to early termination or settlement under certain circumstances.

The foregoing description of the Distribution Agreement and the Master Confirmation are not complete and are qualified in their entirety by reference to the full text of the Distribution Agreement and form of Master Confirmation, copies of which are filed as Exhibits 1.1 and 1.2 hereto, respectively, and incorporated herein by reference.

The Common Stock will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3, dated July 30, 2024 (the “Registration Statement”), that was previously filed with the Securities and Exchange Commission (the “SEC”). In connection with the offer and sale of the Common Stock pursuant to the ATM Program, the Company filed with the SEC a prospectus supplement, dated May 18, 2026 (the “Prospectus Supplement”), to the prospectus included in the Registration Statement, dated July 30, 2024.

A copy of the opinion of Fried, Frank, Harris, Shriver & Jacobson LLP relating to the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares discussed herein, nor shall there be any sale of such Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


1.1*		Equity Distribution Agreement, dated May 18, 2026, among the Company, 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, as sales agents and/or principal and/or forward seller and 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, as forward purchasers.

1.2*		Form of Master Confirmation (included in Exhibit 1.1 above)

5.1		Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP

23.1		Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (contained in Exhibit 5.1 above)

104		Cover Page Interactive Data File formatted as Inline XBRL

*	Certain schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule, or any section thereof, will be furnished supplementally to the SEC upon request.

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.

Source: View Original Filing on SEC EDGAR

5 documents

Date: May 18, 2026

Sonida Senior Living, Inc.

/s/ Tabitha Bailey

Tabitha Bailey

Senior Vice President and Chief Legal Officer