Sonida (SNDA) CEO reports forfeited shares, tax withholding and 275,000 PSU grant
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Sonida Senior Living, Inc. President & CEO Brandon Ribar reported several equity compensation adjustments. He disposed of 14,353 shares of common stock back to the company at no price after performance-based restricted stock was forfeited because the company only partially met its fiscal 2025 performance target, leaving him with 297,357 shares. On the same date, 6,472 shares were withheld at $36.64 per share to cover tax obligations upon restricted stock vesting, reducing his direct holdings to 290,885 shares. Earlier, he received a grant of 275,000 performance stock units, each representing a contingent right to one share of common stock. This grant is conditional on shareholders approving an increase to the 2019 Plan share reserve and the closing of the company’s merger with CNL Healthcare Properties, Inc., and may vest between 33% and 100% over a performance period from February 23, 2027 to February 23, 2030, based on achieving specified stock price targets.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Ribar Brandon
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 14,353 | $0.00 | -- |
| Tax Withholding | Common Stock | 6,472 | $36.64 | $237K |
| Grant/Award | Performance Units | 275,000 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 297,357 shares (Direct);
Performance Units — 275,000 shares (Direct)
Footnotes (1)
- Represents shares of performance-based restricted stock that were previously reported as beneficially owned by the reporting person as of April 4, 2023, but were subsequently forfeited due to the Company only partially achieving the performance target with respect to such shares for fiscal 2025. Not included in this amount are 23,384 performance stock units ("PSUs") that are eligible to vest from 0% to 150% following the end of 2027. Vesting for the award is subject to the Issuer's (as defined below) achievement of certain financial goals and certification by the Compensation Committee. Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations. Represents an award of 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.
Key Figures
Forfeited performance shares: 14,353 shares
Tax-withheld shares: 6,472 shares
Share price for tax withholding: $36.64 per share
+4 more
7 metrics
Forfeited performance shares
14,353 shares
Disposition to issuer after partial achievement of fiscal 2025 performance target
Tax-withheld shares
6,472 shares
Withheld upon restricted stock vesting at $36.64 per share
Share price for tax withholding
$36.64 per share
Value used for 6,472 shares withheld to satisfy tax obligations
Direct holdings after transactions
290,885 shares
Common stock directly owned by Brandon Ribar after March 9, 2026 transactions
Performance stock units granted
275,000 units
New PSUs granted on February 23, 2026, each tied to one common share
Existing PSUs eligible to vest
23,384 units
Performance stock units eligible to vest 0–150% following the end of 2027
Performance Period for new PSUs
February 23, 2027 to February 23, 2030
Three-year window, subject to a potential 30-day extension
Key Terms
performance stock units, tax withholding obligations, 2019 Omnibus Stock and Incentive Plan, Performance Period, +2 more
6 terms
performance stock units financial
"Not included in this amount are 23,384 performance stock units ("PSUs") that are eligible to vest"
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.
tax withholding obligations financial
"Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations."
2019 Omnibus Stock and Incentive Plan financial
"granted under the Sonida Senior Living, Inc. 2019 Omnibus Stock and Incentive Plan, as amended (the "2019 Plan")"
Performance Period financial
"during a three-year period beginning on February 23, 2027 and ending on February 23, 2030 (the "Performance Period")"
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.
performance-based restricted stock financial
"Represents shares of performance-based restricted stock that were previously reported as beneficially owned"
Shares granted to employees or executives that are held back and only become actual, tradable stock if the company meets predefined performance targets; until those goals are met the shares cannot be sold. Think of it like a bonus held in escrow that’s released only when specific results are achieved — investors watch these awards because they tie management pay to company outcomes, can dilute existing shareholders when released, and signal how confident or incentivized insiders are to meet growth or profitability goals.
FAQ
What did Sonida Senior Living (SNDA) CEO Brandon Ribar report in this Form 4?
Brandon Ribar reported forfeiting 14,353 performance-based restricted shares, 6,472 shares withheld for taxes, and receiving 275,000 performance stock units. After these transactions, he directly holds 290,885 shares of Sonida Senior Living common stock.
What are the terms of the 275,000 performance stock units granted to Sonida’s CEO?
The 275,000 performance stock units each represent a contingent right to one share of common stock. They require shareholder approval to increase the 2019 Plan share reserve and closing of the CNL Healthcare Properties merger, then may vest 33–100% from 2027 to 2030 based on stock price targets.
Are there additional Sonida Senior Living performance stock units that could vest for the CEO?
Yes. Separate from the new award, 23,384 performance stock units remain eligible to vest from 0% to 150% following the end of 2027. Their vesting depends on Sonida Senior Living achieving specified financial goals and compensation committee certification.