Sonida alters preferred stock, extends warrants

Sonida Senior Living, Inc. converted all of its Series A Convertible Preferred Stock into 1,601,505 shares of common stock after reducing the conversion price from $40.00 to $32.00 per share.

Rhea-AI Filing Summary

Sonida Senior Living, Inc. converted all of its Series A Convertible Preferred Stock into 1,601,505 shares of common stock after reducing the conversion price from $40.00 to $32.00 per share. The company also extended 1,031,250 outstanding warrants at $40.00 per share by one year to November 3, 2027.

Sonida made a one-time aggregate payment of about $5.8 million to the preferred investors, including roughly $1.1 million of accrued dividends from January 1, 2026 through March 11, 2026. An independent special committee of the board approved the transaction as advisable and no less favorable than terms available from third parties. Following the conversion, the company eliminated its preferred stock series and filed a second restated certificate of incorporation to consolidate prior charter amendments.

Insights

Capital structure and governance analyst

Sonida simplifies its capital structure by converting preferred stock and extending warrants.

Sonida Senior Living converted all 41,250 shares of Series A Convertible Preferred Stock into 1,601,505 common shares at a reduced conversion price of $32.00, down from $40.00. The company also extended 1,031,250 warrants at a $40.00 exercise price to a new expiration date of November 3, 2027.

The company paid investors about $5.8 million, including roughly $1.1 million of accrued dividends for the period from January 1, 2026 to March 11, 2026. An independent special committee of the board reviewed the arrangements, determined they were in the best interests of stockholders, and concluded terms were no less favorable than could be obtained from third parties.

Following the conversion, Sonida eliminated its Series A preferred stock designations and filed a second restated certificate of incorporation to integrate prior amendments. Future disclosures in company filings may provide additional detail on how these changes affect ongoing dividend obligations and the common equity base.

8-K Event Classification

Item 3.03 — Material Modification to Rights of Security Holders

1 item

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

FAQ

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

What capital structure changes did Sonida Senior Living (SNDA) make in this 8-K?

Sonida Senior Living converted all Series A Convertible Preferred Stock into 1,601,505 common shares at a reduced $32.00 conversion price. It also eliminated its preferred stock series and filed a second restated certificate of incorporation consolidating prior charter amendments without making additional substantive changes.

How did Sonida Senior Living (SNDA) modify the terms of its Series A Convertible Preferred Stock?

The conversion price of Sonida’s Series A Convertible Preferred Stock was reduced from $40.00 to $32.00 per common share. All 41,250 outstanding preferred shares were then immediately converted into 1,601,505 common shares under a Certificate of Designation amendment approved by the preferred investors.

What happened to Sonida Senior Living’s (SNDA) warrants held by the investors?

Investors holding 1,031,250 warrants to purchase Sonida common stock at $40.00 per share received an extension of the expiration date. Under an amendment to the warrant agreement, the warrants’ maturity moved from November 3, 2026 to November 3, 2027, preserving their original exercise price.

How much did Sonida Senior Living (SNDA) pay investors in connection with the conversion?

Sonida paid the preferred investors a one-time aggregate amount of approximately $5.8 million. This total included about $1.1 million of accrued but unpaid dividends covering the period from January 1, 2026 through March 11, 2026, alongside other consideration described in the conversion agreement.

What role did the special committee play in Sonida Senior Living’s (SNDA) transaction?

An independent special committee of Sonida’s board reviewed, evaluated, negotiated, and approved the conversion and warrant extension arrangements. It determined the transactions were advisable, in the best interests of the company and stockholders, and on terms no less favorable than those available from third parties.

What corporate filings did Sonida Senior Living (SNDA) make after the preferred conversion?

After converting all preferred shares, Sonida filed a Certificate of Elimination for its Series A preferred stock and then a Second Restated Certificate of Incorporation. The restated charter integrates the existing amended and restated charter and prior amendments into one document, mainly for consolidation purposes.

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Accepted by SEC EDGAR 03/11/2026 - 04:31 PM Learn about SEC filing dates

false 0001043000 --12-31 0001043000 2026-03-11 2026-03-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): March 11, 2026

Sonida Senior Living, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		1-13445		75-2678809
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

Registrant’s Telephone Number, Including Area Code: (972) 770-5600

(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:

☐ 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.

Preferred Stock Conversion and Warrant Extension Agreement and Amendment to Warrant Agreement

On March 11, 2026, in order to induce the immediate full conversion of all of the outstanding shares of the Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Convertible Preferred Stock”), of Sonida Senior Living, Inc., a Delaware corporation (the “Company”), the Company entered into a Preferred Stock Conversion and Warrant Extension Agreement (the “Conversion and Extension Agreement”) with Conversant Dallas Parkway (A) LP, a Delaware limited partnership (“Conversant A”), and Conversant Dallas Parkway (B) LP, a Delaware limited partnership (and, together with Conversant A, the “Investors”) that held all of the 41,250 outstanding shares of Series A Convertible Preferred Stock and all of the 1,031,250 warrants to purchase Company common stock, par value $0.01 per share (“Common Stock”), for $40.00 per share (the “Warrants”) issued and outstanding under that certain Warrant Agreement, dated as of November 3, 2021 (the “Warrant Agreement”), by and among the Company, Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A. (collectively with Computershare, the “Warrant Agent”).

Pursuant to the Conversion and Extension Agreement, among other things and subject to the terms thereof, (i) the Company and the Investors agreed to reduce the conversion price of the Series A Convertible Preferred Stock from $40.00 per share of Common Stock to $32.00 per share of Common Stock (the “Conversion Price”), (ii) the Company entered into an amendment to the Warrant Agreement (the “Warrant Agreement Amendment”) with the Warrant Agent to extend the expiration date of the Warrants from November 3, 2026 to November 3, 2027, (iii) the Company made a onetime payment to the Investors of approximately $5.8 million in the aggregate, which included approximately $1.1 million of accrued but unpaid dividends for the period of January 1, 2026 through March 11, 2026, and (iv) the Investors agreed to immediately convert all of the outstanding shares of Series A Convertible Preferred Stock into shares of Common Stock at the Conversion Price. Accordingly, on March 11, 2026, all of the outstanding shares of Series A Preferred Stock were converted into 1,601,505 shares of common stock.

The foregoing descriptions of the Conversion and Extension Agreement and the Warrant Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Conversion and Extension Agreement and Warrant Agreement Amendment, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Special Committee Recommendation

The Board established a special committee (the “Special Committee”) comprised solely of independent and disinterested directors for the purpose of reviewing, evaluating, negotiating and approving any agreement with Conversant Capital LLC or any of its affiliates (collectively, “Conversant”) regarding any modification of the terms of the Series A Convertible Preferred Stock and the Warrants and all other matters relating to or arising in connection therewith that present actual or potential conflicts of interest between the Company and Conversant but no actual or potential conflicts of interest between the Company and Silk Partners, LP. The Special Committee determined that the Conversion and Extension Agreement and the transactions contemplated thereby are advisable and in the best interests of the Company and its stockholders and that the terms of the transactions contemplated by the Conversion and Extension Agreement are no less favorable to the Company than those that could have been obtained from third parties. The Special Committee authorized and approved, and recommended that the Audit Committee of the Board and the Board each authorize and approve, the Company’s entry into the Conversion and Extension Agreement and the performance by the Company of the transactions contemplated thereby.

Item 3.03. Material Modification to Rights of Security Holders.

Pursuant to the terms of the Conversion and Extension Agreement, the Company filed a Certificate of Amendment to Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock Par Value $0.01 per share (the “Certificate of Designation” and such amendment, the “Certificate of Designation Amendment”) on March 11, 2026 with the Secretary of State of the State of Delaware, pursuant to which the Certificate of Designation was amended to reduce the Conversion Price of the Series A Convertible Preferred Stock from $40.00 per share of Common Stock to $32.00 per share of Common Stock. The Certificate of Designation Amendment was approved by each of the Investors.

Following the conversion of all outstanding shares of Series A Convertible Preferred Stock, on March 11, 2026, the Company filed a Certificate of Elimination (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware effecting the elimination of the Series A Junior Participating Preferred Stock, par value $0.01 per share, and the Series A Convertible Preferred Stock, no shares of either of which were outstanding at the time of filing.

Following the filing of the Certificate of Elimination with the Secretary of State of the State of Delaware, the Company filed its Second Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, solely to integrate into a single instrument all of the provisions of the Company’s Amended and Restated Certificate of Incorporation, as theretofore amended and supplemented, without making any further amendments thereto (other than to eliminate the names of the original directors, as permitted under Delaware law).

The foregoing descriptions of the Certificate of Designation Amendment, the Certificate of Elimination and the Restated Charter do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Certificate of Designation Amendment, the Certificate of Elimination and the Restated Charter, copies of which are filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 3.03 above is incorporated by reference herein in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock Par Value $0.01 of Sonida Senior Living, Inc., dated March 11, 2026.
3.2		Certificate of Elimination of Sonida Senior Living, Inc., dated March 11, 2026.
3.3		Second Restated Certificate of Incorporation of Sonida Senior Living, Inc.
10.1		Preferred Stock Conversion and Warrant Extension Agreement, dated as of March 11, 2026, by and among Sonida Senior Living, Inc., Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.
10.2		Amendment to Warrant Agreement, dated as of March 11, 2026, by and between Sonida Senior Living, Inc., Computershare Inc. and Computershare Trust Company, N.A.
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.

				SONIDA SENIOR LIVING INC.
Date: March 11, 2026
				By:		/s/ Brandon M. Ribar
				Name:		Brandon M. Ribar
				Title:		Chief Executive Officer and President

Filing Exhibits & Attachments

8 documents

Agreements & Contracts

• EX-10.1 EX-10.1 55.8 KB
• EX-10.2 EX-10.2 9.7 KB

Other Documents

• EX-3.1 EX-3.1 5.6 KB
• EX-3.2 EX-3.2 8.2 KB
• EX-3.3 EX-3.3 36.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.5 KB