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|8-KFeb 23, 5:26 PM ET

SONIDA SENIOR LIVING, INC. 8-K

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Sonida Senior Living Grants PSUs to CEO, CFO Tied to CHP Merger

What Happened

  • Sonida Senior Living, Inc. (SNDA) filed an 8-K on Feb 23, 2026 disclosing that its Compensation Committee approved performance stock unit (PSU) awards to key employees, including CEO Brandon Ribar and CFO Kevin Detz. The grants are expressly conditioned on (1) stockholder approval of an increase to the share reserve under the Company’s 2019 Omnibus Stock and Incentive Plan on or before Dec 31, 2026 (the “Plan Amendment”) and (2) closing of the Agreement and Plan of Merger (dated Nov 4, 2025) providing for a business combination with CNL Healthcare Properties, Inc. (“CHP”) (together, the “Required Conditions”). If either Required Condition is not satisfied, the PSUs will terminate and be forfeited.

Key Details

  • Grant date: Feb 23, 2026; Performance Period runs from the first anniversary (Feb 23, 2027) through the fourth anniversary (Feb 23, 2030).
  • CEO Brandon Ribar received PSUs covering up to 275,000 shares; CFO Kevin Detz received PSUs covering up to 185,000 shares.
  • Vesting is tied to 30-consecutive trading day VWAP stock-price hurdles: $40.11 (≈150% of $26.74 reference), $53.48 (≈200%), and $66.85 (≈250%). Tranches vest 1/3, 2/3, and 100% at those respective hurdles; no partial/interpolated vesting.
  • Change-in-control and termination rules: vesting may accelerate based on per-share consideration in a change in control with specific protections for death, disability, and certain pre-CIC terminations; otherwise unvested PSUs are forfeited.

Why It Matters

  • The awards tie senior executive compensation directly to stock-price performance and the successful completion of the proposed CHP merger and a shareholder-approved increase in the Plan share reserve. For investors, this signals management is incented to pursue the merger and to lift the company’s stock price to significantly higher levels before PSUs vest.
  • The awards also depend on shareholder approval to expand the Plan’s share reserve, which could enable additional equity awards and may affect potential dilution if approved.