STOCK TITAN

Sonida (NYSE: SNDA) grants SVP 55,000 performance stock units

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

Rhea-AI Filing Summary

Sonida Senior Living’s SVP & Chief Legal Officer Tabitha Bailey received a grant of 55,000 performance units on Common Stock. These PSUs can convert into one share each but are conditional on stockholders approving an increase to the 2019 Plan share reserve and the closing of the company’s merger with CNL Healthcare Properties.

Between 33% and 100% of the target PSUs may vest over a period from February 23, 2027 to February 23, 2030 based on specified stock price performance, with a potential 30-day extension. Separately, on December 9, 2025, 402 shares of Common Stock were withheld at $30.43 per share to satisfy tax obligations, leaving Bailey with 14,913 shares directly owned. An additional 5,315 PSUs can vest from 0% to 150% after the end of 2027 based on financial goals and Compensation Committee certification.

Positive

  • None.

Negative

  • None.
Insider Bailey Tabitha
Role SVP & Chief Legal Officer
Type Security Shares Price Value
Grant/Award Performance Units 55,000 $0.00 --
Tax Withholding Common Stock 402 $30.43 $12K
Holdings After Transaction: Performance Units — 55,000 shares (Direct); Common Stock — 14,913 shares (Direct)
Footnotes (1)
  1. Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations. Not included in this amount are 5,315 performance stock units ("PSUs"), which 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 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.
New performance units granted 55,000 units Award of PSUs on 2026-02-23, each tied to one share of Common Stock
Tax withholding shares 402 shares at $30.43/share Shares withheld on 2025-12-09 to satisfy tax obligations
Common Stock held after withholding 14,913 shares Direct ownership following 402-share tax withholding on 2025-12-09
Existing performance stock units 5,315 PSUs Eligible to vest from 0% to 150% following the end of 2027 based on financial goals
PSU performance period February 23, 2027 to February 23, 2030 Vesting window for the 55,000 PSUs, subject to potential 30-day extension
Vesting range of new PSUs 33% to 100% of target Portion of 55,000 PSUs eligible to vest based on share price performance
Performance Units financial
"security_title: "Performance Units""
Performance units are company awards that become valuable only if specified business targets are met; they typically convert into shares or cash when performance goals are achieved. Think of them like a conditional bonus that turns into stock only if the company hits agreed milestones, so they align managers’ incentives with shareholders’ interests and can affect future share count, executive pay expense, and investor returns.
performance stock units financial
"Not included in this amount are 5,315 performance stock units ("PSUs")"
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
"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.
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*
Bailey Tabitha

(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 Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025
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 Stock12/09/2025F402(1)D$30.4314,913(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
Performance Units(3)02/23/2026A55,000 (3) (3)Common Stock55,000$055,000D
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 5,315 performance stock units ("PSUs"), which 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 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/ Tabitha Bailey04/09/2026
** 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)