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Sonida Senior Living (SNDA) awards CIO 130,000 contingent PSUs

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Levy Max reported acquisition or exercise transactions in this Form 4 filing.

Sonida Senior Living, Inc. reported that SVP & Chief Investment Officer Max Levy received a grant of 130,000 performance stock units. Each unit represents a potential share of common stock but is contingent on stockholders approving an increase to the 2019 plan share reserve and the closing of Sonida’s previously announced merger with CNL Healthcare Properties, Inc.

Between 33% and 100% of the 130,000 target PSUs may vest over a three-year performance period from February 23, 2027 to February 23, 2030, with a possible 30-day extension, based on Sonida’s common stock reaching specified price levels.

Positive

  • None.

Negative

  • None.
Insider Levy Max
Role SVP & Chief Investment Officer
Type Security Shares Price Value
Grant/Award Performance Units 130,000 $0.00 --
Holdings After Transaction: Performance Units — 130,000 shares (Direct)
Footnotes (1)
  1. [object Object]
Performance stock units granted 130,000 units Award to Max Levy as of February 23, 2026
Underlying common shares 130,000 shares One share of common stock per PSU
Vesting range 33%–100% of target PSUs Eligible to vest based on stock price performance
Performance period start February 23, 2027 Beginning of three-year performance period
Performance period end February 23, 2030 End of three-year performance period, plus possible 30-day extension
Transaction price per unit $0.0000 Grant or award acquisition, no cash paid per unit
performance stock units financial
"Represents an award of performance stock units ("PSUs") representing a contingent right"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
2019 Omnibus Stock and Incentive Plan financial
"granted under the Sonida Senior Living, Inc. 2019 Omnibus Stock and Incentive Plan, as amended"
Performance Period financial
"ending on February 23, 2030 (the "Performance Period"), subject to a potential 30-day extension"
The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.
contingent right financial
"PSUs representing a contingent right to receive one share of common stock"
share reserve financial
"approving an amendment to the 2019 Plan to increase the share reserve under the 2019 Plan"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Levy Max
(Last)(First)(Middle)
14755 PRESTON ROAD, SUITE 810
(Street)
DALLAS TEXAS 75254
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
SONIDA SENIOR LIVING, INC. [ SNDA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
SVP & Chief Investment Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance Units(1)02/23/2026A130,000 (1) (1)Common Stock130,000$0130,000D
Explanation of Responses:
1. Represents an award of performance stock units ("PSUs") representing a contingent right to receive one share of common stock, par value $0.01 per share ("Common Stock"), of Sonida Senior Living, Inc. (the "Issuer") per PSU, which is conditional upon the Issuer's stockholders approving an amendment to the 2019 Plan (as defined below) to increase the share reserve under the 2019 Plan and the closing of the Issuer's previously announced merger with CNL Healthcare Properties, Inc. Between 33% and 100% of the target number of PSUs granted, which were granted under the Sonida Senior Living, Inc. 2019 Omnibus Stock and Incentive Plan, as amended (the "2019 Plan"), are eligible to vest during a three-year period beginning on February 23, 2027 and ending on February 23, 2030 (the "Performance Period"), subject to a potential 30-day extension as set forth in the award agreement, based on the Issuer's Common Stock achieving specified prices per share during the Performance Period.
Remarks:
/s/ Max Levy04/09/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What equity award did Max Levy receive from SNDA?

Max Levy received 130,000 performance stock units, each representing a potential share of Sonida common stock. The award is part of the 2019 Omnibus Stock and Incentive Plan and is structured to vest based on future stock price performance over a defined multi‑year period.

What conditions must be met for Max Levy’s SNDA performance units to be effective?

The performance stock units only become effective if Sonida stockholders approve an amendment increasing the share reserve under the 2019 Plan and if the previously announced merger with CNL Healthcare Properties, Inc. closes. Without both conditions, the PSUs would not become operative as granted.

How many SNDA shares could Max Levy ultimately receive from this award?

The grant covers 130,000 performance stock units, each tied to one potential share of Sonida common stock. However, only between 33% and 100% of this target amount can vest, depending on how Sonida’s stock price performs during the specified performance period.

Over what period can Max Levy’s SNDA performance stock units vest?

The performance units may vest during a three‑year performance period running from February 23, 2027 to February 23, 2030, subject to a possible 30‑day extension. Vesting depends on Sonida’s common stock achieving specified price targets during that timeframe.

Is Max Levy paying cash to acquire these SNDA performance stock units?

No cash purchase is involved; the Form 4 describes this as a grant or award acquisition with a transaction price of $0.0000 per unit. The units are part of his compensation package and vest only if predefined stockholder approvals, merger closing, and stock price conditions are satisfied.

What plan governs Max Levy’s SNDA performance unit grant?

The award was granted under the Sonida Senior Living, Inc. 2019 Omnibus Stock and Incentive Plan. An amendment to this plan, increasing its share reserve, must be approved by stockholders for the performance stock units to become effective under the terms described in the filing.