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Nearly 30% of Sonida (NYSE: SNDA) now tied to one fund group

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

SONIDA SENIOR LIVING, INC. (SNDA) is the subject of this Amendment No. 10 to a Schedule 13D, updating the ownership position of Conversant Capital LLC and affiliated funds and entities in the company’s common stock.

Conversant Capital and related reporting persons collectively report 14,454,529 shares of SNDA common stock (including 1,031,250 shares issuable upon exercise of issuer warrants), representing 29.5% of the common stock, based on 48,047,990 outstanding shares as of August 7, 2026 plus those warrants. Individual affiliated entities report stakes ranging from about 0.5% to 21.1%, all with shared voting and dispositive power. On August 21, 2026, CPIF Sparti SAF, L.P. distributed in kind an aggregate 1,182,595 SNDA shares to certain limited partners unaffiliated with Conversant Capital, for no consideration, in connection with their withdrawal from that fund. Conversant Capital maintains a non-discretionary investment advisory relationship and an ongoing interest in proceeds from sales of distributed shares held by one distributee, subject to an agreed hurdle rate.

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Beneficial ownership by Conversant Capital LLC 14,454,529 shares (29.5%) Includes 1,031,250 SNDA shares issuable upon exercise of warrants
Shares outstanding 48,047,990 shares SNDA common shares outstanding as of August 7, 2026
Warrant shares held by Conversant Dallas Parkway (A) and (B) 1,031,250 shares SNDA common shares issuable upon exercise of issuer warrants
In-kind distribution from CPIF Sparti SAF, L.P. 1,182,595 shares SNDA common shares distributed to certain limited partners on August 21, 2026
Beneficial ownership by Conversant GP Holdings LLC 10,377,346 shares (21.1%) Includes 1,031,250 SNDA shares issuable upon exercise of warrants
Beneficial ownership by Conversant Dallas Parkway (A) LP 7,826,361 shares (15.9%) Includes 968,538 SNDA shares issuable upon exercise of warrants
Beneficial ownership by Conversant PIF Aggregator A LP 3,199,998 shares (6.5%) All SNDA common shares with shared voting and dispositive power
Beneficial ownership by CPIF K Co-Invest SPT A, L.P. 224,829 shares (0.5%) SNDA common shares with shared voting and dispositive power
beneficially owned financial
"Aggregate amount beneficially owned by each reporting person 14,454,529.00"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting power financial
"Shared Voting Power 14,454,529.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive power financial
"Shared Dispositive Power 14,454,529.00"
in kind financial
"CPIF SAF to distribute in kind an aggregate 1,182,595 shares"
Payment, distribution, or transfer made with assets or goods rather than cash, such as shares, property, bonds, or inventory. It matters to investors because receiving or giving value in kind affects liquidity, valuation, record-keeping, and tax treatment—similar to getting a basket of apples instead of cash for a tree: you own something real but may need to convert, value, or manage it differently than money.
investment advisory relationship financial
"Conversant Capital has a non-discretionary investment advisory relationship"
hurdle rate financial
"subject in respect of the latter to an agreed-upon hurdle rate"
The hurdle rate is the minimum annual return an investment must be expected to deliver before it is considered worthwhile. Think of it as the height of a jump: if a project or asset can’t clear that height, capital is kept elsewhere. For investors, the hurdle rate acts as a simple pass/fail benchmark that guides buy/sell decisions, risk assessment and how future cash flows are valued.

FAQ

How much of SONIDA SENIOR LIVING, INC. (SNDA) does Conversant Capital now beneficially own?

Conversant Capital LLC and related reporting persons report beneficial ownership of 14,454,529 SNDA common shares, including 1,031,250 shares issuable upon exercise of warrants, representing 29.5% of the company’s common stock as calculated in the filing.

What event triggered this Amendment No. 10 to the Schedule 13D for SNDA?

On August 21, 2026, CPIF Sparti SAF, L.P. distributed in kind an aggregate 1,182,595 SNDA common shares to certain limited partners unaffiliated with Conversant Capital, for no consideration, in connection with their withdrawal from the fund. This distribution led to the updated disclosure.

What share count and warrants are used to calculate Conversant’s 29.5% stake in SNDA?

The 29.5% ownership is based on 48,047,990 SNDA common shares outstanding as of August 7, 2026, plus 1,031,250 common shares issuable upon exercise of issuer warrants held by Conversant Dallas Parkway (A) LP and (B) LP, as described in the filing.

What are some of the other notable ownership positions in SNDA by Conversant affiliates?

Conversant GP Holdings LLC reports 10,377,346 shares (21.1%); Conversant Dallas Parkway (A) LP reports 7,826,361 shares (15.9%); Conversant PIF Aggregator A LP reports 3,199,998 shares (6.5%); and Conversant Private GP LLC reports 4,077,183 shares (8.3%), all with shared voting and dispositive power.

Does Conversant Capital retain any interest in the SNDA shares distributed from CPIF Sparti SAF, L.P.?

Yes. Conversant Capital has a non-discretionary investment advisory relationship with one distributee and an ongoing interest in the proceeds of sales of that distributee’s distributed SNDA shares, subject to an agreed-upon hurdle rate.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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140475203

(CUSIP Number)
Conversant Capital LLC
25 Deforest Avenue, Attn: Paul Dumaine
Summit, NJ, 07901
908-466-5050


With a copy to: John M. Bibona
Fried,Frank,Harris,Shriver&Jacobson LLP, One New York Plaza
New York, NY, 10004
(212) 859-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/21/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the sum of (i) 6,857,823 shares of Common Stock, and (ii) 968,538 shares of Common Stock issuable upon exercise of warrants of the Issuer. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the sum of (i) 807,115 shares of Common Stock, and (ii) 62,712 shares of Common Stock issuable upon exercise of warrants of the Issuer. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 1,032,216 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 648,942 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 3,199,998 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the sum of (i) 9,346,096 shares of Common Stock, and (ii) 1,031,250 shares of Common Stock issuable upon exercise of warrants of the Issuer. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the sum of (i) 13,423,279 shares of Common Stock, and (ii) 1,031,250 shares of Common Stock issuable upon exercise of warrants of the Issuer. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 4,077,183 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 224,829 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the aggregate of 652,356 shares of Common Stock. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) The shared voting and dispositive power identified in rows (8) and (10), and the aggregate amount of shares identified as beneficially owned in row (11), each reflect the sum of (i) 13,423,279 shares of Common Stock, and (ii) 1,031,250 shares of Common Stock issuable upon exercise of warrants of the Issuer. (2) The percentage reflected in row (13) is calculated based on the sum of (i) 48,047,990 outstanding shares of Common Stock on August 7, 2026, as disclosed in the Amendment to the Form S-3 filed by the Issuer with the Commission on August 10, 2026, plus (ii) 1,031,250 shares of Common Stock issuable in the aggregate upon exercise of the Issuer warrants held by Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP.


SCHEDULE 13D


Conversant Dallas Parkway (A) LP
Signature:/s/ Paul Dumaine
Name/Title:by: Conversant GP Holdings LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer
Date:08/25/2026
Conversant Dallas Parkway (B) LP
Signature:/s/ Paul Dumaine
Name/Title:by: Conversant GP Holdings LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer
Date:08/25/2026
Conversant Dallas Parkway (D) LP
Signature:/s/ Paul Dumaine
Name/Title:by: Conversant GP Holdings LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer
Date:08/25/2026
Conversant Dallas Parkway (F) LP
Signature:/s/ Paul Dumaine
Name/Title:by: Conversant GP Holdings LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer
Date:08/25/2026
Conversant PIF Aggregator A LP
Signature:/s/ Paul Dumaine
Name/Title:by: Conversant Private GP LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer
Date:08/25/2026
Conversant GP Holdings LLC
Signature:/s/ Paul Dumaine
Name/Title:by: Paul Dumaine, General Counsel and Chief Compliance Officer
Date:08/25/2026
Conversant Capital LLC
Signature:/s/ Paul Dumaine
Name/Title:by: Paul Dumaine, General Counsel and Chief Compliance Officer
Date:08/25/2026
Conversant Private GP LLC
Signature:/s/ Paul Dumaine
Name/Title:by: Paul Dumaine, General Counsel and Chief Compliance Officer
Date:08/25/2026
CPIF K Co-Invest SPT A, L.P.
Signature:/s/ Paul Dumaine
Name/Title:by: Conversant Private GP LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer
Date:08/25/2026
CPIF Sparti SAF, L.P.
Signature:/s/ Paul Dumaine
Name/Title:by: Conversant Private GP LLC, its general partner, By Paul Dumaine, General Counsel and Chief Compliance Officer
Date:08/25/2026
Simanovsky Michael
Signature:/s/ Paul Dumaine
Name/Title:by: Paul Dumaine, Attorney-in-fact for Michael J. Simanovsky
Date:08/25/2026