Sonida cuts preferred conversion price, pays $5.8M
Conversant-affiliated funds reprice and convert SNDA Series A preferred stock, extend warrants, and receive a $5.8 million one-time payment plus accrued dividends.
Rhea-AI Filing Summary
SONIDA SENIOR LIVING, INC. (SNDA) reports that entities affiliated with Conversant Capital restructured their investment on March 11, 2026. Investor A and Investor B disposed of existing Series A Convertible Preferred Stock and warrants to the issuer and received amended Series A preferred shares and replacement warrants with revised terms. The conversion price of the Series A Convertible Preferred Stock was reduced from $40 to $32 per share of common stock, and the issuer agreed to make a one-time payment of approximately $5.8 million, including about $1.1 million of accrued but unpaid dividends, to Investor A and Investor B. The expiration of the affiliated warrants was extended by one year, from November 3, 2026 to November 3, 2027, and each of Investor A and Investor B agreed to immediately convert its Series A preferred shares into common stock. All transactions are reported as exempt from Section 16(b) under Rule 16b-3, are held indirectly through various Conversant-related entities, and beneficial ownership is disclaimed except to the extent of pecuniary interest. No Rule 10b5-1 trading plan is reported.
Positive
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Negative
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Insights
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Insider Trade Summary
41,250 shares exercised/converted
Exercise
18 txns
Insider
Simanovsky Michael, Conversant Capital LLC, Conversant GP Holdings LLC, Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP, Conversant Private GP LLC, Conversant PIF Aggregator A, LP
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Series A Convertible Preferred Stock F1, F12, F11, F4, F5 | 38,742 | -- | -- |
| Disposition | Series A Convertible Preferred Stock F1, F12, F11, F5, F6 | 2,508 | -- | -- |
| Grant/Award | Series A Convertible Preferred Stock F12, F11, F4, F5 | 38,742 | -- | -- |
| Grant/Award | Series A Convertible Preferred Stock F12, F11, F5, F6 | 2,508 | -- | -- |
| Exercise | Series A Convertible Preferred Stock F1, F11, F4, F5 | 38,742 | $0.00 | $0.00 |
| Exercise | Series A Convertible Preferred Stock F1, F11, F5, F6 | 2,508 | $0.00 | $0.00 |
| Disposition | Warrant F1, F12, F4, F5 | 968,538 | -- | -- |
| Disposition | Warrant F1, F12, F5, F6 | 62,712 | -- | -- |
| Grant/Award | Warrant F12, F4, F5 | 968,538 | -- | -- |
| Grant/Award | Warrant F12, F5, F6 | 62,712 | -- | -- |
| Grant/Award | Common Stock F1, F2, F3 | 1,592,406 | $26.74 | $42.58M |
| Grant/Award | Common Stock F1, F4, F5 | 87,530 | $26.74 | $2.34M |
| Grant/Award | Common Stock F1, F3, F9 | 224,829 | $26.74 | $6.01M |
| Grant/Award | Common Stock F1, F3, F10 | 1,834,951 | $26.74 | $49.07M |
| Exercise | Common Stock F4, F5 | 1,504,134 | $32.00 | $48.13M |
| Exercise | Common Stock F5, F6 | 97,371 | $32.00 | $3.12M |
| holding | Common Stock F5, F7 | -- | -- | -- |
| holding | Common Stock F5, F8 | -- | -- | -- |
Holdings After Transaction:
Series A Convertible Preferred Stock — 0 contracts (Indirect, See footnotes);
Warrant — 1,031,250 contracts (Indirect, See footnotes);
Common Stock — 2,488,273 shares (Indirect, See footnotes)
Footnotes (12)
- F1. This Form 4/A amends and restates the March 13, 2026 Form 4 filed jointly by Michael Simanovsky, a United States citizen; Conversant Capital LLC, a Delaware limited liability company ("Conversant Capital"); Conversant GP Holdings LLC, a Delaware limited liability company ("Conversant GP"); Conversant Dallas Parkway (A) LP, a Delaware limited partnership ("Investor A"); Conversant Dallas Parkway (B) LP, a Delaware limited partnership ("Investor B"); Conversant Private GP LLC, a Delaware limited liability company ("Conversant Private GP") and Conversant PIF Aggregator A LP, a Delaware limited partnership("Aggregator A") (collectively the "Reporting Persons"). The entries indicated by this footnote 1 have been amended, including to indicate that, pursuant to Rule 16b-3, all of the transactions reported herein are exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended.
- F2. Securities are held by Aggregator A.
- F3. Conversant Private GP is the general partner of Aggregator A, CPIF K Co-Invest SPT A, L.P., a Cayman Islands exempted limited partnership ("CPIF K") and CPIF Sparti SAF, L.P., a Delaware limited partnership ("CPIF SAF") and Conversant Capital is the investment manager to Aggregator A, CPIF K and CPIF SAF. Mr. Simanovsky is the managing member of Conversant Capital and Conversant Private GP. By virtue of these relationships, each of Mr. Simanovsky, Conversant Capital and Conversant Private GP may be deemed a beneficial owner of the securities held by Aggregator A, CPIF K and CPIF SAF. Each of Mr. Simanovsky, Conversant Capital and Conversant Private GP disclaims beneficial ownership of the securities held by Aggregator A, CPIF K and CPIF SAF except to the extent of his or its pecuniary interest therein.
- F4. Securities are held by Investor A.
- F5. Conversant GP is the general partner of each of Investor A, Investor B, Conversant Dallas Parkway (D) LP, a Delaware limited partnership ("Investor D") and Conversant Dallas Parkway (F) LP, a Delaware limited partnership ("Investor F"). Conversant Capital is the investment manager to each of Investor A, Investor B, Investor D and Investor F. Mr. Simanovsky is the managing member of Conversant Capital and Conversant GP. By virtue of these relationships, each of Mr. Simanovsky, Conversant Capital and Conversant GP may be deemed a beneficial owner of the securities held by each of Investor A, Investor B, Investor D and Investor F. Each of Mr. Simanovsky, Conversant Capital, and Conversant GP disclaims beneficial ownership of the securities held by Investor A, Investor B, Investor D and Investor F except to the extent of his or its pecuniary interest therein.
- F6. Securities are held by Investor B.
- F7. Securities are held by Investor D.
- F8. Securities are held by Investor F.
- F9. Securities are held by CPIF K.
- F10. Securities are held by CPIF SAF.
- F11. There is no expiration date for the right of the holder of Series A Convertible Preferred Stock to convert.
- F12. On March 11, 2026, the Issuer agreed with each of Investor A and Investor B to (i) amend the shares of Series A Convertible Preferred Stock to reduce the conversion price to $32 per share of Common Stock, (ii) make a onetime payment 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, to Investor A and Investor B pro rata in accordance with their holdings of Series A Convertible Preferred Stock, and (iii) extend the expiration of the Warrants by one year, from November 3, 2026 to November 3, 2027, and each of Investor A and Investor B agreed to immediately thereafter convert its shares of Series A Convertible Preferred Stock to shares of Common Stock.
Key Figures
One-time payment: $5.8 million
Accrued dividends in payment: $1.1 million
Original conversion price: $40 per share
+4 more
7 metrics
One-time payment
$5.8 million
Aggregate payment to Investor A and Investor B, including dividends, agreed on March 11, 2026
Accrued dividends in payment
$1.1 million
Accrued but unpaid dividends from January 1, 2026 through March 11, 2026 included in the $5.8 million payment
Original conversion price
$40 per share
Prior conversion price of Series A Convertible Preferred Stock before March 11, 2026 amendment
Amended conversion price
$32 per share
New conversion price of Series A Convertible Preferred Stock agreed on March 11, 2026
Common Stock acquired via award
1,592,406 shares
Indirect acquisition of common stock on March 11, 2026 at $26.74 per share
Additional Common Stock awards
87,530; 224,829; 1,834,951 shares
Separate indirect common stock acquisition entries on March 11, 2026 at $26.74 per share
Warrant term extension
1 year
Warrant expiration moved from November 3, 2026 to November 3, 2027
Key Terms
Series A Convertible Preferred Stock, Warrants, Rule 16b-3, beneficial ownership, +1 more
5 terms
Series A Convertible Preferred Stock financial
"the Issuer agreed with each of Investor A and Investor B to amend the shares of Series A Convertible Preferred Stock"
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
Warrants financial
"extend the expiration of the Warrants by one year, from November 3, 2026"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Rule 16b-3 regulatory
"pursuant to Rule 16b-3, all of the transactions reported herein are exempt"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
beneficial ownership financial
"may be deemed a beneficial owner of the securities held by Aggregator A, CPIF K and CPIF SAF"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the securities held ... except to the extent of his or its pecuniary interest therein"
FAQ
What did SNDA change about the Series A Convertible Preferred Stock on March 11, 2026?
SONIDA SENIOR LIVING, INC. reduced the Series A Convertible Preferred Stock conversion price from $40 to $32 per share of common stock for Investor A and Investor B as part of a broader investment restructuring with Conversant-affiliated entities.
How much was the one-time payment SNDA agreed to make to Conversant-affiliated investors?
The issuer agreed to make a one-time payment of approximately $5.8 million in the aggregate to Investor A and Investor B, including approximately $1.1 million of accrued but unpaid dividends for the period from January 1, 2026 through March 11, 2026.
Did Conversant-affiliated investors convert SNDA preferred stock into common stock?
Yes. Investor A and Investor B agreed that, after the amendment lowering the Series A Convertible Preferred Stock conversion price to $32, each would immediately convert its shares of Series A Convertible Preferred Stock into shares of common stock on March 11, 2026.
Were the SNDA Form 4/A transactions under a Rule 10b5-1 trading plan?
No. The filing indicates the Rule 10b5-1 checkbox is not affirmatively marked, and a footnote states that the transactions are exempt from Section 16(b) under Rule 16b-3, without reference to any Rule 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
