Sonida CEO updates stock and performance unit awards

Brandon Ribar, President & CEO of Sonida Senior Living, reported equity changes.

Rhea-AI Filing Summary

Brandon Ribar, President & CEO of Sonida Senior Living, reported equity changes. On March 9, 2026, he disposed 14,353 shares of common stock back to the issuer and had 6,472 shares withheld at $36.64 per share to satisfy tax obligations on restricted stock vesting. On February 23, 2026, he received a conditional grant of 275,000 performance stock units, each representing a contingent right to one share, subject to stockholder approval of an equity plan amendment, completion of a merger with CNL Healthcare Properties, and future stock price performance between 2027 and 2030. After these changes, he directly holds 290,885 shares of common stock.

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	$0.00
Exercise Price or Tax Liability	Common Stock	6,472	$36.64	$237K
Grant/Award	Performance Units	275,000	$0.00	$0.00

Holdings After Transaction: Performance Units — 275,000 contracts (Direct); Common Stock — 290,885 shares (Direct)

Footnotes (4)

1. F1. 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.
2. F2. 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.
3. F3. Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations.
4. F4. 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

Issuer Disposition: 14,353 shares Tax Withholding Shares: 6,472 shares Tax Withholding Price: $36.64 per share +3 more

6 metrics

Issuer Disposition 14,353 shares Common stock returned to issuer on March 9, 2026

Tax Withholding Shares 6,472 shares Shares withheld upon restricted stock vesting to satisfy tax obligations

Tax Withholding Price $36.64 per share Per-share value used for tax-withholding disposition on March 9, 2026

New Performance Stock Units 275,000 units Conditional PSUs granted on February 23, 2026, each linked to one common share

Existing PSUs Eligible to Vest 23,384 units Performance stock units that may vest 0%–150% following the end of 2027

Post-Transaction Common Shares Held 290,885 shares Directly held Sonida Senior Living common stock after reported transactions

Key Terms

performance stock units, tax withholding obligations, 2019 Omnibus Stock and Incentive Plan, Performance Period, +1 more

5 terms

performance stock units financial

"23,384 performance stock units ("PSUs") that are eligible to vest from 0% to 150%"

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"

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.

Compensation Committee financial

"Vesting for the award is subject to the Issuer's achievement of certain financial goals and certification by the Compensation Committee."

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

What stock transactions did SNDA's CEO Brandon Ribar report in this Form 4?

Brandon Ribar disclosed an issuer disposition of 14,353 shares and a tax-withholding disposition of 6,472 shares at $36.64 per share. He also reported a conditional grant of 275,000 performance stock units tied to future performance and corporate approvals.

How many Sonida Senior Living (SNDA) shares does Brandon Ribar hold after these transactions?

Following the reported transactions, Brandon Ribar directly holds 290,885 shares of Sonida Senior Living common stock. This figure reflects his post-transaction position as reported, excluding separate performance stock unit awards that may vest based on future conditions.

What is the size and nature of the performance stock unit grant to SNDA's CEO?

Brandon Ribar was granted 275,000 performance stock units, each a contingent right to one Sonida common share. Vesting between 33% and 100% of this target is tied to stock price performance from 2027 to 2030 and specific corporate approvals.

What tax-related share disposition did SNDA's CEO report?

Ribar reported 6,472 shares of common stock withheld at $36.64 per share to cover tax withholding obligations upon restricted stock vesting. These shares were delivered to satisfy tax liabilities rather than sold in an open-market transaction.

Are Brandon Ribar’s SNDA equity awards subject to any performance or approval conditions?

Yes. The 275,000 PSUs require stockholder approval of a 2019 Plan amendment, closing of a merger with CNL Healthcare Properties, Inc., and achievement of specified stock price hurdles during a 2027–2030 performance period before vesting.

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Accepted by SEC EDGAR 04/10/2026 - 06:37 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Ribar Brandon

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/09/2026		D		14,353(1)	D	$0	297,357(2)	D
Common Stock	03/09/2026		F		6,472(3)	D	$36.64	290,885(2)	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Units	(4)	02/23/2026		A		275,000		(4)	(4)	Common Stock	275,000	$0	275,000	D

Explanation of Responses:

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.

2. 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.

3. Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations.

4. 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.

Remarks:

	/s/ Brandon Ribar	04/09/2026
	** Signature of Reporting Person	Date
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)