Sonida (SNDA) CEO covers tax bill through restricted share withholding

Rhea-AI Filing Summary

Sonida Senior Living President & CEO Brandon Ribar reported a tax-related share withholding event. On the vesting of restricted stock, 3,067 shares of common stock were withheld at $36.94 per share to cover tax obligations, a non-market transaction.

After this withholding, Ribar directly holds 303,831 shares of common stock. The disclosure also notes performance-based RSUs that may vest after 2027 and 2028 if specified financial goals are met and the Compensation Committee certifies the results.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ribar Brandon

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,067	$36.94	$113K

Holdings After Transaction: Common Stock — 303,831 shares (Direct, null)

Footnotes (1)

1. Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations. Not included in this amount are (i) 23,384 performance-based RSUs which are eligible to vest from 0% to 150% following the end of 2027 and (ii) 34,535 performance-based RSUs which are eligible to vest from 0% to 150% following the end of 2028. Vesting for the award is subject to the Issuer's achievement of certain financial goals and certification by the Compensation Committee.

Key Figures

Shares withheld for taxes: 3,067 shares Withholding reference price: $36.94 per share Shares held after transaction: 303,831 shares +2 more

5 metrics

Shares withheld for taxes 3,067 shares Withheld upon vesting of restricted stock to satisfy tax obligations

Withholding reference price $36.94 per share Value used for tax-withholding disposition of Sonida common stock

Shares held after transaction 303,831 shares Direct common stock ownership by Brandon Ribar following withholding

2027 performance-based RSUs 23,384 RSUs Eligible to vest from 0% to 150% following the end of 2027

2028 performance-based RSUs 34,535 RSUs Eligible to vest from 0% to 150% following the end of 2028

Key Terms

restricted stock, tax withholding obligations, performance-based RSUs, vesting, +1 more

5 terms

restricted stock financial

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

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax withholding obligations financial

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

performance-based RSUs financial

"Not included in this amount are 23,384 performance-based RSUs which are eligible to vest from 0% to 150% following the end of 2027."

Performance-based restricted stock units (RSUs) are promises to deliver company shares to employees only if the business meets specific goals, such as revenue, profit, stock-price targets, or strategic milestones. For investors, they matter because they change future share supply and align management incentives with company results—like a salesperson whose bonus only pays out when sales targets are hit—so they can affect earnings, dilution, and confidence in leadership.

vesting financial

"Performance-based RSUs which are eligible to vest from 0% to 150% following the end of 2028."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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.

Form 4 Insider Transactions: What Each Field Means →

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)
05/19/2026

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	05/19/2026		F		3,067(1)	D	$36.94	303,831(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

Explanation of Responses:

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

2. Not included in this amount are (i) 23,384 performance-based RSUs which are eligible to vest from 0% to 150% following the end of 2027 and (ii) 34,535 performance-based RSUs which are eligible to vest from 0% to 150% following the end of 2028. Vesting for the award is subject to the Issuer's achievement of certain financial goals and certification by the Compensation Committee.

Remarks:

	/s/ Brandon Ribar	05/21/2026
	** 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)