Sonida (SNDA) insider filing: Ribar reports forfeiture and tax-withheld shares

Rhea-AI Filing Summary

Brandon Ribar, President & CEO and a director of Sonida Senior Living, Inc. (SNDA), reported two non-derivative transactions covering March 12, 2025 and September 5, 2025. On March 12, 2025 he recorded a disposition of 14,657 performance-based restricted shares that were subsequently forfeited because the company did not achieve the fiscal 2024 performance target, leaving him with 311,710 shares beneficially owned. On September 5, 2025 he recorded a disposition of 809 shares withheld to satisfy tax withholding upon vesting at a price of $25.80 per share, leaving 326,367 shares noted in one line prior to the March adjustment. The Form 4 is signed by Mr. Ribar on September 9, 2025.

Positive

• Maintained substantial ownership with 311,710 shares reported after the forfeiture, indicating continued insider stake
• Compensation aligned with performance as forfeited performance-based shares show pay-for-performance mechanics functioning

Negative

• Forfeiture of 14,657 performance-based restricted shares due to not meeting the fiscal 2024 performance target
• 809 shares withheld at $25.80 per share to satisfy tax obligations upon vesting, reducing net shares received

Insights

Financial Analyst

TL;DR: Routine insider withholding and a forfeiture tied to unmet performance goals; no clear material market impact.

The March 12, 2025 entry documents forfeiture of 14,657 performance-based restricted shares because the company missed a 2024 performance target, which reduces the insider's previously reported holdings. The September 5, 2025 entry shows 809 shares withheld to cover tax obligations at $25.80 per share upon vesting. These are administrative equity adjustments rather than open-market sales and do not by themselves indicate a change in company fundamentals. Impact on float and valuation is likely immaterial absent larger undisclosed sales.

Corporate Governance Expert

TL;DR: Actions reflect compensation plan mechanics and performance conditions, not governance red flags.

The forfeiture of performance-based restricted stock confirms that incentive metrics for fiscal 2024 were not met for that award, which aligns executive pay outcomes with performance. The tax-withholding of vested shares is a standard administrative practice. There is no indication of unexpected departures, related-party transactions, or other governance concerns within this Form 4. Documentation appears complete and appropriately signed.

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
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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 TX 75254

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	09/05/2025		F		809(1)	D	$25.8	326,367	D
Common Stock	03/12/2025		D		14,657(2)	D	$0	311,710	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. Represents shares of performance-based restricted stock that were previously reported as beneficially owned by the reporting person as of September 7, 2022, but were subsequently forfeited due to the Company not achieving the performance target with respect to such shares for fiscal 2024.

Remarks:

	/s/ Brandon Ribar	09/09/2025
	** 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.

FAQ

What transactions did Brandon Ribar report on the Form 4 for SNDA?

He reported a forfeiture of 14,657 performance-based restricted shares on 03/12/2025 and 809 shares withheld for taxes on 09/05/2025.

Why were 14,657 shares forfeited on the Form 4?

The filing states these were performance-based restricted shares previously reported but forfeited because the company did not achieve the fiscal 2024 performance target.

How many SNDA shares does Brandon Ribar beneficially own after these transactions?

The Form 4 reports 311,710 shares beneficially owned following the reported transactions.

What was the price associated with the tax-withheld shares?

The 809 shares withheld on 09/05/2025 show a price of $25.80 per share in the filing.

When was the Form 4 signed by the reporting person?

The filing is signed by Brandon Ribar on 09/09/2025.