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  4. [Form 4] SONIDA SENIOR LIVING, INC. Insider Trading Activity

Sonida Senior Living (NYSE: SNDA) SVP has shares withheld for taxes

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

Rhea-AI Filing Summary

Sonida Senior Living SVP & Chief Investment Officer Max Levy reported a routine tax-related share withholding. On the vesting of restricted stock, 1,363 shares of common stock were withheld at $36.94 per share to satisfy tax withholding obligations, rather than sold in the open market.

After this transaction, Levy directly holds 102,124 shares of common stock. Footnotes also note additional performance-based RSUs: 11,692 RSUs eligible to vest following the end of 2027 and 12,723 RSUs eligible to vest following the end of 2028, subject to Sonida’s achievement of specified financial goals and Compensation Committee certification.

Positive

  • None.

Negative

  • None.
Insider Levy Max
Role SVP & Chief Investment Officer
Type Security Shares Price Value
Tax Withholding Common Stock 1,363 $36.94 $50K
Holdings After Transaction: Common Stock — 102,124 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) 11,692 performance-based RSUs which are eligible to vest from 0% to 150% following the end of 2027 and (ii) 12,723 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.
Shares withheld for taxes 1,363 shares Withheld upon restricted stock vesting
Withholding price $36.94 per share Value used for tax withholding calculation
Shares held after transaction 102,124 shares Direct common stock holdings after withholding
2027 performance-based RSUs 11,692 RSUs Eligible to vest following end of 2027 based on goals
2028 performance-based RSUs 12,723 RSUs Eligible to vest following end of 2028 based on goals
restricted stock financial
"Represents shares that were withheld upon vesting of restricted stock"
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
"withheld upon vesting of restricted stock to satisfy tax withholding obligations"
performance-based RSUs financial
"11,692 performance-based RSUs which are eligible to vest from 0% to 150%"
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.
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 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*
Levy Max
(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 Investment Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		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 Stock05/19/2026F1,363(1)D$36.94102,124(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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) 11,692 performance-based RSUs which are eligible to vest from 0% to 150% following the end of 2027 and (ii) 12,723 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/ Max Levy05/21/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did SNDA executive Max Levy report?

Max Levy reported a tax-related share withholding. Sonida Senior Living withheld 1,363 common shares upon restricted stock vesting to cover tax obligations, rather than executing an open-market stock sale.

How many Sonida Senior Living shares were withheld for taxes?

The company withheld 1,363 shares of common stock. These shares were taken at $36.94 per share when restricted stock vested, specifically to satisfy Max Levy’s tax withholding obligations on the equity award.

How many SNDA shares does Max Levy hold after this Form 4 transaction?

After the withholding, Max Levy directly holds 102,124 shares of Sonida Senior Living common stock. This reflects his remaining equity position following the tax withholding related to restricted stock vesting.

Was Max Levy’s SNDA transaction an open-market sale or a tax withholding?

The transaction was a tax withholding, not an open-market sale. Shares were automatically withheld when restricted stock vested to cover required tax obligations, as described in the Form 4 footnote.

What performance-based RSUs does Max Levy hold in SNDA stock?

Max Levy holds 11,692 performance-based RSUs tied to results through 2027 and 12,723 similar RSUs tied to 2028. Each award can vest from 0% to 150% based on financial goals and Compensation Committee certification.

Do the performance-based RSUs for SNDA vest automatically for Max Levy?

The performance-based RSUs do not vest automatically. Vesting depends on Sonida Senior Living achieving defined financial goals through 2027 and 2028 and on certification by the company’s Compensation Committee.