CNL Healthcare Properties, Inc. 8-K

What Happened

• CNL Healthcare Properties, Inc. (CHTH) filed an 8-K (Feb 17, 2026) reporting that, in connection with its November 4, 2025 Merger Agreement with Sonida Senior Living, Inc., the Board approved an adjusted estimated net asset value (NAV) of $6.90 per share as of the Merger Agreement date (Nov. 4, 2025). The Merger consideration is a mix of Sonida common stock and cash with an aggregate value of $6.90 per CHTH share (subject to adjustments). The Board’s NAV decision followed a recommendation from the independent directors’ valuation committee and review of a November 4, 2025 fairness opinion from KeyBanc Capital Markets.
• The company also approved a prorated regular quarterly distribution of $0.02133 per share for the period through March 16, 2026, payable on or about Feb. 18, 2026 to holders of record as of Feb. 13, 2026. The company expects the merger to close in March 2026 but closing is subject to customary conditions, shareholder approvals and risks.

Key Details

• Adjusted estimated NAV: $6.90 per common share as of Nov. 4, 2025 (approved Feb. 11, 2026).
• Merger counterparty: Sonida Senior Living, Inc.; transaction consideration = combination of Sonida stock and cash totaling $6.90/share (subject to adjustments).
• Prorated distribution: $0.02133/share, record date Feb. 13, 2026; pay date on or about Feb. 18, 2026; covers through March 16, 2026.
• Disclosures filed under Regulation FD: stockholder letter and financial-professional email (Exhibits 99.1–99.2); additional transaction materials previously filed (proxy/prospectus and S-4).

Why It Matters

• The $6.90 NAV reflects the per-share value implied by the pending Sonida acquisition and signals the Board’s expectation of the consideration shareholders would receive if the merger closes as proposed. For shareholders, this gives a clear snapshot of estimated per-share value tied directly to the transaction terms.
• The declared prorated distribution provides a small near-term cash payment and sets the record/pay dates.
• The merger remains subject to shareholder votes, regulatory and other closing conditions; if the deal fails, the company may revisit NAV using a full independent valuation. Shareholders and financial advisors should review the joint proxy statement/prospectus and related SEC filings for full terms and risks.