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Sonida Senior Living (SNDA) awards 55,000 PSUs to accounting chief

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

Rhea-AI Filing Summary

Sonida Senior Living’s SVP & Chief Accounting Officer Timothy Cober reported compensation-related stock changes and a new performance award. He returned 1,957 shares of common stock to the company and had 547 shares withheld at $36.64 per share to cover tax obligations on vesting, leaving him with 38,270 common shares held directly.

Cober also received an award of 55,000 performance stock units, each representing a contingent right to one share of common stock. The PSUs are conditional on stockholders approving an increase to the 2019 plan share reserve and on closing the company’s merger with CNL Healthcare Properties. Between 33% and 100% of the target PSUs may vest during a performance period from February 23, 2027 to February 23, 2030, based on the stock price meeting specified thresholds.

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Insider Cober Timothy
Role SVP & Chief Accounting Officer
Type Security Shares Price Value
Disposition Common Stock 1,957 $0.00 --
Tax Withholding Common Stock 547 $36.64 $20K
Grant/Award Performance Units 55,000 $0.00 --
Holdings After Transaction: Common Stock — 38,817 shares (Direct); Performance Units — 55,000 shares (Direct)
Footnotes (1)
  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 4,252 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.
Disposition to issuer 1,957 shares Common stock returned to issuer on March 9, 2026
Tax withholding shares 547 shares at $36.64 Shares withheld to satisfy tax obligations on vesting
Common shares held 38,270 shares Direct holdings after March 9, 2026 transactions
Performance stock units granted 55,000 PSUs Award granted February 23, 2026, contingent on conditions
Additional PSUs outstanding 4,252 PSUs Existing PSUs eligible to vest after 2027 based on goals
Performance Period February 23, 2027–February 23, 2030 Vesting window for new PSUs, subject to possible 30-day extension
performance stock units financial
"Not included in this amount are 4,252 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.
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.
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
"eligible to vest 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.
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*
Cober Timothy

(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 Accounting 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
Common Stock03/09/2026D1,957(1)D$038,817D(2)
Common Stock03/09/2026F547(3)D$36.6438,270D(2)
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(4)02/23/2026A55,000 (4) (4)Common Stock55,000$055,000D
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 4,252 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/ Timothy Cober04/09/2026
** 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)

FAQ

What insider stock transactions did SNDA executive Timothy Cober report?

Timothy Cober reported returning 1,957 shares of common stock to Sonida Senior Living and 547 shares withheld at $36.64 for tax obligations. After these compensation-related dispositions, he directly holds 38,270 common shares, reflecting routine equity plan activity rather than open-market trades.

What is the 55,000-unit performance stock award reported by SNDA?

Cober received 55,000 performance stock units (PSUs), each tied to one share of common stock. Vesting depends on stockholders approving a 2019 plan share increase, closing the CNL Healthcare Properties merger, and the stock price meeting set thresholds during the 2027–2030 performance period.

Are the SNDA insider’s recent share dispositions open-market sales?

The reported share dispositions are not open-market sales. The 1,957 common shares reflect a return to the issuer, and 547 shares were withheld for taxes on vesting. Both are routine equity plan mechanisms rather than discretionary buying or selling in the market.

What conditions affect vesting of Timothy Cober’s new SNDA PSUs?

Vesting of the 55,000 PSUs requires stockholder approval to increase the 2019 plan share reserve and closing the CNL Healthcare Properties merger. Between 33% and 100% of units may vest from 2027 to 2030 if Sonida’s stock hits specified price targets.

How many SNDA shares does Timothy Cober hold after these transactions?

Following the reported transactions, Timothy Cober directly holds 38,270 common shares of Sonida Senior Living. This reflects a 1,957-share return to the issuer and 547 shares withheld for tax obligations tied to restricted stock vesting under the company’s equity plans.

Does the SNDA Form 4 mention other performance-based awards for Cober?

Yes. A footnote states Cober also has 4,252 performance stock units that may vest from 0% to 150% after 2027. Vesting depends on Sonida Senior Living meeting specified financial goals and certification by the board’s Compensation Committee under the 2019 plan.