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Sonida (SNDA) CFO details share forfeiture, tax withholding and 185,000 PSU grant

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

Rhea-AI Filing Summary

Sonida Senior Living EVP & CFO Kevin Detz reported multiple equity changes. On March 9, 2026, he disposed of 9,134 shares of common stock back to the issuer, reflecting forfeiture of previously reported performance-based restricted stock after only partial achievement of fiscal 2025 performance targets. On the same date, 2,917 shares were withheld at $36.64 per share to cover tax obligations at vesting.

Following these events, Detz held 180,113 common shares directly, plus small indirect holdings of 85 shares each held by his son and daughter. On February 23, 2026, he also received a contingent award of 185,000 performance stock units tied to future stock price performance, shareholder approval of an increased share reserve, and closing of the company’s merger with CNL Healthcare Properties, with potential vesting between February 23, 2027 and February 23, 2030.

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Insider Detz Kevin
Role EVP & Chief Financial Officer
Type Security Shares Price Value
Disposition Common Stock 9,134 $0.00 --
Tax Withholding Common Stock 2,917 $36.64 $107K
Grant/Award Performance Units 185,000 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 183,030 shares (Direct); Performance Units — 185,000 shares (Direct); Common Stock — 85 shares (Indirect, By Son)
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 14,881 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 9,134 shares Forfeited performance-based restricted stock for fiscal 2025
Tax withholding shares 2,917 shares at $36.64 Shares withheld upon restricted stock vesting for taxes
Direct common shares held 180,113 shares Direct ownership after March 9, 2026 transactions
Indirect family holdings 85 shares by son; 85 shares by daughter Indirect ownership reported as of February 23, 2026
New PSU award 185,000 PSUs Contingent right to common stock granted February 23, 2026
Existing PSU award 14,881 PSUs Eligible to vest 0%-150% after end of 2027
PSU performance period February 23, 2027–February 23, 2030 Stock price-based vesting window for new PSU grant
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.
performance stock units ("PSUs") financial
"Not included in this amount are 14,881 performance stock units ("PSUs") that are eligible to vest"
tax withholding obligations financial
"Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations."
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.
Performance Period financial
"are 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*
Detz Kevin

(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)
EVP & Chief Financial 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 Stock03/09/2026D9,134(1)D$0183,030(2)D
Common Stock03/09/2026F2,917(3)D$36.64180,113(2)D
Common Stock85IBy Son
Common Stock85IBy Daughter
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)02/23/2026A185,000 (4) (4)Common Stock185,000$0185,000D
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 14,881 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/ Kevin Detz04/09/2026
** 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 share changes did Sonida (SNDA) CFO Kevin Detz report?

Kevin Detz reported forfeiting 9,134 shares back to Sonida and 2,917 shares withheld for taxes, while ending with 180,113 common shares held directly. He also disclosed small indirect family holdings and a large contingent performance stock unit award.

Why were 9,134 Sonida (SNDA) shares disposed of by the CFO?

The 9,134 shares were previously reported performance-based restricted stock that were forfeited because Sonida only partially achieved the applicable performance target for fiscal 2025. This disposition reflects non-vesting of those awards rather than an open-market sale of shares.

How many Sonida (SNDA) shares were withheld for CFO Kevin Detz’s taxes?

A total of 2,917 Sonida common shares were withheld at $36.64 per share to satisfy tax withholding obligations upon restricted stock vesting. This tax-withholding disposition is a standard mechanism and does not represent an open-market sale decision by the executive.

What new performance stock units did the Sonida (SNDA) CFO receive?

Kevin Detz received 185,000 performance stock units, each representing a contingent right to one Sonida common share. Vesting depends on shareholder approval of a plan amendment, closing of the CNL merger, and stock price performance between February 23, 2027 and February 23, 2030.

What additional PSUs are outstanding for Sonida (SNDA) CFO Kevin Detz?

Aside from the new grant, 14,881 performance stock units remain outstanding and are eligible to vest from 0% to 150% after the end of 2027. Vesting depends on Sonida achieving specified financial goals and certification by the company’s Compensation Committee.

What are the CFO’s post-transaction Sonida (SNDA) share holdings?

After the reported transactions, Kevin Detz directly held 180,113 Sonida common shares, plus 85 shares held indirectly by his son and another 85 by his daughter. He also holds 185,000 contingent performance stock units tied to future conditions and performance metrics.