UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~March 266, 2026

Sonida Senior Living, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-13445

75-2678809

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

14755 Preston Road

Suite 810

Dallas, Texas

75254

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (972) 770-5600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		SNDA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

INTRODUCTORY NOTE

As previously announced, on November 4, 2025, Sonida Senior Living, Inc., a Delaware corporation (the “Company” or “SNDA”), SSL Sparti LLC, a Delaware limited liability company and a wholly owned subsidiary of SNDA (“Holdco”), SSL Sparti Property Holdings, Inc. (f/k/a Sparti Merger Sub, Inc.), a Maryland corporation and a wholly owned subsidiary of Holdco ~~and an indirect wholly owned subsidiary of SNDA~~ (“SNDA Merger Sub”), CNL Healthcare Properties, Inc., a Maryland corporation (“CHP”), and CHP Merger Corp., a Maryland corporation and a wholly owned subsidiary of CHP (“CHP Merger Sub”) entered into a definitive agreement and plan of merger (the “Merger Agreement”). ~~The~~Pursuant ~~Merger~~to ~~Agreement~~the ~~provides~~Merger ~~that~~Agreement, ~~among other things~~ and subject to the terms and conditions thereof,: (i) on March 10, 2026 (the ~~first~~“First ~~closing~~Closing ~~date~~Date”), (a) CHP ~~will~~sold ~~sell~~ to SNDA Merger Sub equity interests in certain CHP subsidiaries (the “Equity Purchase”) in exchange for shares of common stock, $0.01 par value per share, of SNDA (“SNDA Common Stock”), (b) CHP Merger Sub ~~will~~merged ~~merge~~ with and into CHP, with CHP continuing as the surviving entity (the “First Merger”), and (c) CHP ~~will~~adopted ~~adopt~~ a plan of liquidation substantially concurrently with the effective time of the First Merger (the “First Merger Effective Time”),; and (ii) on March 11, 2026 (the ~~second~~“Second ~~closing~~Closing ~~date~~Date”), CHP ~~will~~merged ~~merge~~ with and into SNDA Merger Sub (the “Second Merger” and, together with the Equity Purchase and the First Merger, the “Transactions”), whereupon the separate existence of CHP ~~will cease~~ceased, with SNDA Merger Sub continuing as the surviving entity of the Second Merger and ana ~~indirect~~ wholly -owned subsidiary of SNDA.

~~Item~~On 5March 11, 2026, the Company completed its previously announced equity financing transactions (the “Equity Financing”) in connection with the Transactions.07 Pursuant to the Equity Financing, the Company raised an aggregate amount of $110,000,017.12 ~~Submission~~in exchange for the issuance of ~~Matters~~4,113,688 shares of SNDA Common Stock to (i) certain affiliates of Conversant Capital LLC (“Conversant”) and (ii) Silk Partners, LP (“Silk”, and, together with such affiliates of Conversant, the “Investors”), in a ~~Vote~~private placement pursuant to Section 4(a)(2) of ~~Security~~the ~~Holders~~Securities Act of 1933, as amended (the “Securities Act”), pursuant to the terms of an investment agreement, dated as of November 4, 2025 (the “Conversant Investment Agreement”), between the Company and certain affiliates of Conversant and an investment agreement, dated as of November 4, 2025 (the “Silk Investment Agreement” and, together with the Conversant Investment Agreement, the “Investment Agreements”), between the Company and Silk.

OnThe February 26, 2026, the Company held a special meeting of stockholders of the Company (the “SNDA Special Meeting”) to consider and vote upon the following matters: (i) a proposal to approve and adopt an amendment to the Amended and Restated Certificate of Incorporation of the Company, as amended (the “SNDA Charter”), to increase the number of shares of SNDA Common Stock that the Company is authorized to issue from 30,000,000 to 100,000,000 shares (the “Authorized Share Increase Proposal”), (ii) a proposal to approve the issuance of shares of SNDA Common Stock to (a) holders of CHP common stock pursuant to the Merger Agreement ~~and (b) certain affiliates of Conversant Capital~~, ~~LLC (“Conversant”) and Silk Partners, LP (“Silk”), two of~~ the ~~Company’s~~Equity ~~largest~~Financing ~~beneficial owners, in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Stock Issuance Proposal”), (iii) a proposal to approve~~ and ~~adopt amendments to~~ the ~~SNDA~~transactions ~~Charter~~contemplated tothereby ~~provide~~were ~~for~~previously ~~(a) procedures~~described ~~regarding the advance notice of stockholder nominations for the election of directors and other business to be brought before any meeting of stockholders to be as set forth~~ in the Second Amended and Restated Bylaws of SNDA, as amended (the “Advance Notice Proposal”), and (b) customary limitations on indemnification and expense advancement for directors and officers (the “Indemnification Proposal”), and (iv) a proposal to adjourn the SNDA Special Meeting to another time or place, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the SNDA Special Meeting to approve the Authorized Share Increase Proposal or the Stock Issuance Proposal (the “SNDA Adjournment Proposal”). Prior to the SNDA Special Meeting, the Company delivered a definitive joint proxy statement/prospectus (~~the~~ “Joint Proxy Statement/Prospectus”) tothat its stockholders describing the SNDA Special Meeting, the Authorized Share Increase Proposal, the Stock Issuance Proposal, the Advance Notice Proposal, the Indemnification Proposal, the SNDA Adjournment Proposal, the Transactions, and related information. The Joint Proxy Statement/Prospectus was filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on January 6, 2026.

AsThe ~~disclosed~~events described in ~~the~~this ~~Joint~~Current ~~Proxy~~Report ~~Statement/Prospectus, as of the close of business~~ on ~~December 30,~~Form ~~2025,~~8-K ~~the~~took ~~record~~place ~~date~~in ~~for~~connection the SNDA Special Meeting, there were 18,769,604 outstanding shares of SNDA Common Stock and 41,250 outstanding shares of Series A Preferred Stock, par value $0.01 per share, of SNDA (“SNDA Preferred Stock” and together with ~~SNDA Common Stock,~~ the ~~“SNDA~~completion ~~Stock”) entitled to an aggregate number~~ of ~~1,281,205 votes on~~ the ~~proposals~~Transactions, considered at the SNDA Special Meeting. Each holder of SNDA Common Stock was entitled to cast one (1) vote on each matter brought before the SNDA Special Meeting for each share of SNDA Common Stock that such holder owned of record as of the record date. Each holder of SNDA Preferred Stock was entitled to a number of votes equal to the number of shares of SNDA Common Stock to which ~~such~~took ~~shares~~place ~~of SNDA Preferred Stock could be converted as of the record date for the SNDA Special Meeting~~ on ~~all matters to be acted upon at the SNDA Special Meeting~~March 10, ~~voting~~2026 ~~together~~and ~~with the holders of SNDA Common Stock as a single class. As further disclosed in the Joint Proxy Statement/Prospectus, on November~~March 411, ~~2025, certain affiliates of Conversant that hold shares of SNDA Stock representing approximately 52~~2026.6% of the votes entitled to be cast by the holders of outstanding shares of capital stock of SNDA entered into a Voting Agreement with CHP, whereby they agreed, among other things, to vote their shares of SNDA Stock in favor of the Authorized Share Increase Proposal, the Stock Issuance Proposal and the SNDA Adjournment Proposal.

AItem ~~total~~1.01 ofEntry ~~18,227,189 votes,~~into ~~representing approximately 91% of the eligible votes of SNDA Stock entitled to vote at the SNDA Special Meeting, were present in person or by proxy, constituting~~ a ~~quorum~~Material toDefinitive ~~conduct business.~~ Agreement

AtBridge ~~the~~Loan ~~SNDA~~Agreement Special Meeting, the Company’s stockholders approved (i) the Authorized Share Increase Proposal, (ii) the Stock Issuance Proposal, (iii) the Advance Notice Proposal, and (iv) the Indemnification Proposal.

~~The~~On ~~final~~March 10, ~~voting~~2026 ~~results~~(the ~~for~~“Funding Date”), the ~~proposals~~Company ~~voted~~entered oninto ata ~~the~~bridge ~~SNDA~~loan ~~Special~~agreement, ~~Meeting~~dated ~~are~~as ~~set~~of ~~forth~~March 10, ~~below.~~2026 ~~For~~(the ~~more~~“Bridge ~~information~~Loan onAgreement”), ~~the~~by ~~Authorized~~and ~~Share~~among ~~Increase~~the ~~Proposal~~Company, as borrower, the ~~Stock~~guarantors ~~Issuance~~from ~~Proposal~~time to time party thereto, the ~~Advance~~lenders ~~Notice~~from ~~Proposal,~~time ~~and~~to time party thereto (the ~~Indemnification~~“Bridge ~~Proposal~~Lenders”), ~~see~~Royal ~~the~~Bank ~~Joint~~of ~~Proxy~~Canada, ~~Statement/Prospectus~~as ~~filed~~administrative byagent, ~~SNDA~~and BMO Bank, N.A., as collateral agent, pursuant to ~~Rule~~which ~~424(b)(3)~~the ~~(Registration~~Bridge ~~No. 333-292187)~~Lenders ~~with~~made a bridge loan to the ~~SEC~~Company onin ~~January 6~~an aggregate principal amount of $270,000,000 ~~2026~~(the “Bridge Loan”).

1.The ~~Authorized~~Company ~~Share~~used ~~Increase~~the ~~Proposal~~proceeds -of ~~Approval~~the Bridge Loan, together with an aggregate principal amount of $525,000,000 of term loans and ~~adoption~~$245,000,000 of anrevolving ~~amendment~~loans funded to the ~~SNDA~~Company ~~Charter~~under the previously announced Amended and Restated Credit Agreement, dated as of December 29, 2025 (as further amended on March 5, 2026, the “Permanent Facilities Credit Agreement”), by and among the Company, as borrower, the guarantors from time to ~~increase~~time party thereto, the ~~number~~lenders from time to time party thereto, and BMO Bank, N.A., as administrative agent, (a) to fund a portion of ~~shares~~the cash consideration paid to the holders of ~~SNDA~~common stock of CHP (the “CHP Common Stock”) ~~that~~pursuant to the ~~Company~~Merger isAgreement, ~~authorized~~(b) to repay certain existing unsecured senior indebtedness of CHP, (c) to ~~issue~~pay ~~from~~certain 30fees and expenses incurred in connection with the foregoing,~~000,000~~ (d) to ~~100~~refinance the borrowings under the Company’s existing revolving credit facility,~~000,000~~ ~~shares~~and (e) for general corporate purposes.

For		Against		Abstain
18,060,465		162,290		4,434

The Bridge Loan will mature on the date that is 364 days after the Funding Date. The Bridge Loan will bear interest at a rate equal to, at the Company’s option, either (a) Term SOFR plus a margin ranging from 2.00% to 1.35% depending on the Company’s total leverage ratio or (b) base rate plus a margin ranging from 1.00% to 0.35% depending on the Company’s total leverage ratio; provided that the margin applicable to the Bridge Loan will increase by 0.25% on each date that is 90, 180 and 270 days after the Funding Date.

The ~~number~~Bridge ofLoan ~~votes~~is ~~cast~~guaranteed inby ~~favor~~the same subsidiaries of the ~~Authorized~~Company ~~Share~~that ~~Increase~~guarantee ~~Proposal by~~ the ~~holders~~Permanent ofFacilities ~~outstanding~~Credit ~~shares~~Agreement, ofand ~~SNDA~~is ~~Stock~~secured, ~~entitled~~on toa ~~vote~~pari ~~thereon~~passu ~~voting~~basis ~~together~~with asthe aPermanent ~~single~~Facilities ~~class~~Credit Agreement, ~~and~~by ~~with~~the ~~respect~~same tocollateral ~~the~~that ~~SNDA~~secures ~~Preferred~~the ~~Stock,~~Permanent onFacilities anCredit ~~as-converted~~Agreement. ~~basis~~In addition, ~~exceeded~~each ~~the~~property ~~number~~that ofis ~~votes~~owned ~~cast~~directly by ~~such~~a ~~holders~~guarantor ~~against~~and ~~the~~that ~~Authorized~~satisfies ~~Share~~certain ~~Increase~~borrowing ~~Proposal~~base ~~(with~~requirements ~~abstentions~~will ~~having~~become noborrowing ~~effect~~base onproperties ~~the~~in ~~Authorized~~support ~~Share~~of ~~Increase~~the ~~Proposal)~~Bridge Loan.

2.The ~~Stock~~Company ~~Issuance~~may ~~Proposal~~prepay -the ~~Approval~~Bridge ofLoan ~~the~~in ~~issuance~~whole ofor ~~shares~~in ofpart ~~SNDA~~at ~~Common~~any ~~Stock~~time without premium or penalty, other than customary breakage costs. The Company will also be required to ~~(a)~~repay ~~holders~~the ofBridge ~~shares~~Loan ofto ~~common~~the ~~stock~~extent ofthe ~~CHP~~outstanding inprincipal ~~connection~~balance ~~with~~thereof exceeds the ~~Merger~~borrowing ~~Agreement~~base ~~and~~value ~~(b)~~applicable tothereto. ~~certain~~The ~~investors~~Bridge ~~affiliated~~Loan ~~with~~will ~~Conversant~~not amortize and ~~Silk~~the ~~pursuant~~outstanding toprincipal will be due in full on the ~~investment~~Bridge ~~agreements~~Loan maturity date.

For		Against		Abstain
17,821,993		2,699		3,736

The Bridge Loan Agreement contains affirmative and negative covenants and events of default customary for credit agreement indebtedness and substantially consistent with the affirmative and negative covenants and events of default of the Permanent Facilities Credit Agreement. The negative covenants include limitations on the incurrence of debt, liens, investments, acquisitions, loans and advances, dividends and other payment restrictions affecting subsidiaries, restricted payments and transactions with affiliates, subject to various conditions and exceptions. In addition, the Bridge Loan Agreement will require the Company to comply with a number of financial covenants and borrowing base availability requirements, including a maximum total leverage ratio, a minimum consolidated fixed charge coverage ratio, a minimum consolidated tangible net worth, a maximum consolidated secured recourse leverage ratio, a maximum amount of permitted dividends and distributions, a maximum variable rate indebtedness ratio, a minimum implied borrowing base debt service coverage ratio and a maximum borrowing base loan to value ratio.

AThe ~~majority~~foregoing description of the ~~votes~~Bridge ~~cast~~Loan byAgreement ~~the~~does ~~holders~~not ofpurport ~~outstanding~~to ~~shares~~be ofcomplete ~~SNDA~~and ~~Stock~~is ~~entitled~~subject to, ~~vote~~and ~~thereon~~qualified ~~voting~~in ~~together~~its asentirety ~~a single class~~by, ~~and~~the ~~with~~full ~~respect~~text toof the ~~SNDA~~Bridge ~~Preferred~~Loan ~~Stock~~Agreement, onwhich anis filed as~~-converted~~ ~~basis,~~Exhibit ~~were~~10.5 ~~voted~~to inthis ~~favor~~Current ofReport ~~the~~on ~~Stock~~Form ~~Issuance~~8-K ~~Proposal~~and ~~(with~~is ~~abstentions~~incorporated ~~having~~herein noby ~~effect on the Stock Issuance Proposal)~~reference.

~~3(a).~~The ~~Advance~~information ~~Notice~~set ~~Proposal~~forth -under ~~Approval~~Item ~~and~~1.01 ~~adoption~~ of ~~an amendment to~~ the ~~SNDA~~Company’s ~~Charter~~Current toReport ~~provide~~on ~~for~~Form ~~procedures~~8-K ~~regarding~~filed ~~advance~~with ~~notice of stockholder nominations for~~ the ~~election~~SEC ofon ~~directors~~January 5, ~~and~~2026 ~~other~~with ~~business~~respect to bethe ~~brought~~Permanent ~~before~~Facilities ~~any~~Credit ~~meeting~~Agreement ofis ~~stockholders~~incorporated tointo bethis asItem ~~set~~1.01 ~~forth~~by ~~in SNDA’s Bylaws~~reference.

For		Against		Abstain
17,796,027		32,386		15

Investor Rights Agreement and Registration Rights Agreement

~~The~~On ~~Advance~~March 10, ~~Notice~~2026, ~~Proposal~~in ~~received~~connection with the ~~affirmative~~closing ~~vote~~ of atthe ~~least~~Equity ~~two-thirds~~Financing and in accordance with the terms of the ~~voting~~Investment ~~power~~Agreements, ofthe ~~all~~Company ~~issued~~entered into (i) an Amended and ~~outstanding~~Restated ~~voting~~Investor ~~stock~~Rights ofAgreement (the ~~Company~~“Investor ~~entitled~~Rights toAgreement”) ~~vote~~with ~~generally~~certain inConversant affiliates (the ~~election~~“Conversant ofParties”) ~~directors~~and ~~(with~~Silk ~~abstentions~~and ~~having~~(ii) an ~~the~~Amended ~~same~~and ~~effect~~Restated asRegistration aRights ~~vote~~Agreement (the “~~AGAINST~~Registration Rights Agreement”) with the ~~Advance~~Conversant ~~Notice~~Parties, ~~Proposal)~~Silk, and PF Investors, LLC, in each case, to be effective as of March 11, 2026.

~~3(b)~~The information set forth under Item 1.01 ~~Indemnification~~of ~~Proposal~~the Company’s Current Report on Form 8-K filed ~~Approval~~with the SEC on November 5, 2025 (the “November 8-K”) with respect to the Investor Rights Agreement and ~~adoption~~the Registration Rights Agreement is incorporated into this Item 1.01 by reference. The foregoing description of anthe ~~amendment~~Investor Rights Agreement and Registration Rights Agreement does not purport to ~~the~~be ~~SNDA~~complete ~~Charter~~and is subject to, ~~provide~~and ~~for~~is ~~customary~~qualified ~~limitations~~in onits ~~indemnification~~entirety by reference to the full text of the Investor Rights Agreement and ~~expense~~the ~~advancement~~Registration ~~for~~Rights ~~directors~~Agreement, which are filed hereto as Exhibit 10.3 and ~~officers~~10.4, respectively, and incorporated herein by reference.

For		Against		Abstain
17,770,707		39,317		18,404

Indemnification Agreement

~~The~~On ~~Indemnification~~March 9, ~~Proposal~~2026, ~~received~~the Company’s board of directors (the ~~affirmative~~“Board”) ~~vote~~approved a form of atindemnification ~~least~~agreement ~~two-thirds~~(the “Indemnification Agreement”) to be entered into with each individual who serves as a director or executive officer of the ~~voting~~Company ~~power~~following the effective time of ~~all~~the ~~issued~~Second Merger. The Indemnification Agreement provides, among other things, for the indemnification and ~~outstanding~~advancement ~~voting~~of ~~stock~~expenses to directors and executive officers of the Company ~~entitled~~in connection with proceedings arising from their service in such capacities, subject to ~~vote~~certain ~~generally~~conditions and exclusions set forth therein. The foregoing description of the Indemnification Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the ~~election~~full text of ~~directors~~the ~~(with~~form ~~abstentions~~of ~~having~~Indemnification ~~the~~Agreement, ~~same~~which ~~effect~~is filed as aExhibit ~~vote~~10.6 ~~“AGAINST”~~to ~~the~~this ~~Indemnification~~Current ~~Proposal)~~Report on Form 8-K and is incorporated herein by reference.

4Item 2.01. ~~SNDA~~Completion ~~Adjournment~~of ~~Proposal~~Acquisition -or ~~Because~~Disposition ~~there~~of ~~were sufficient votes to approve the Authorized Share Increase Proposal and the Stock Issuance Proposal, no proposal to adjourn the SNDA Special Meeting was made.~~Assets

NoAs ~~other~~discussed ~~business~~in ~~properly~~the ~~came~~Introductory ~~before~~Note, on the ~~SNDA~~First ~~Special~~Closing ~~Meeting~~Date and the Second Closing Date, the Company completed its previously announced acquisition of CHP and its subsidiaries.

ExhibitNo.		Description
104		Cover Page Interactive Date File-formatted as Inline XBRL

Pursuant to the terms and conditions of the Merger Agreement, each share of CHP Common Stock issued and outstanding immediately prior to the First Merger Effective Time (other than shares held by SNDA, Holdco, SNDA Merger Sub, or any subsidiary of SNDA or wholly owned subsidiary of CHP (the “Excluded Shares”)) was cancelled and converted into the right to receive (i) $2.32 in cash and (ii) 0.1318 of a share of SNDA Common Stock. The Company paid approximately $404.4 million in cash and issued an aggregate number of 22,902,649 shares of SNDA Common Stock pursuant to the Merger Agreement.

~~* * * * * *~~Additionally, in connection with the consummation of the Transactions, (i) certain affiliates of Conversant funded an aggregate amount of $100,000,005.84 in exchange for the issuance of 3,739,716 shares of SNDA Common Stock pursuant to the Conversant Investment Agreement and (ii) Silk funded an aggregate amount of $10,000,011.28 in exchange for the issuance of 373,972 shares of SNDA Common Stock pursuant to the Silk Investment Agreement, in each case in a private placement pursuant to Section 4(a)(2) of the Securities Act, at a price of $26.74 per share of SNDA Common Stock, which is equal to the Transaction Reference Price (as defined in the Merger Agreement).

~~Cautionary~~The ~~Note~~foregoing ~~Regarding~~description ~~Forward~~of the Transactions and the Merger Agreement, and the transactions contemplated thereby, including the Investment Agreements, is a summary only, does not purport to be complete, and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the November 8-~~Looking~~K, ~~Statements~~and is incorporated herein by reference as Exhibit 2.1 to this Current Report on Form 8-K, and the Conversant Investment Agreement and Silk Investment Agreement, which were filed as Exhibits 10.1 and 10.2, respectively, to the November 8-K, and are incorporated herein by reference as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively.

~~This~~Item ~~communication contains forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995~~2. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements that include the words “expect,” “will,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “could,” “should,” “anticipate” and similar statements of a future or forward-looking nature03. ~~The~~Creation forward-looking statements, are subject to certain risks and uncertainties, and actual results, events and financial condition could materially differ from those indicated in the forward-looking statements, including, among others, (1) the termination of or occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the inability to complete the proposed transaction on the anticipated terms or by the end of the outside date of the Merger Agreement, (2) the inability to complete the proposed transaction due to the failure to satisfy all of the conditions to closing in a ~~timely~~Direct ~~manner~~Financial orObligation ~~at all, including the failure to obtain the requisite stockholder approvals~~ or toan ~~obtain~~Obligation the equity financing contemplated by the Merger Agreement (the “Equity Financing”), or the risk that a regulatory approval that may be required for the proposed transaction is delayed, is not obtained or is obtained subject to conditions that are not anticipated, (3) costs related to the proposed transaction, including costs with respect to the Equity Financing, (4) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters, (5) the risk of litigation action related to the proposed transaction, (6) such other economic or other conditions in the markets CHP or Sonida are engaged in, (7) the risks, uncertainties and factors set forth under ~~“Item.~~an ~~1A. Risk Factors” in Sonida’s Annual Report on Form 10~~Off-KBalance ~~for~~Sheet ~~the~~Arrangement fiscal year ended December 31, 2024, filed with the SEC on March 17, 2025, and as such factors may be updated from time to time in Sonida’s other filings with the SEC, and (8) the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in CHP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 5, 2025, and as such factors may be updated from time to time in CHP’s other filings with the SEC, which filings are accessible on the SEC’s website at www.sec.gov. This list of factors is not intended to be exhaustive. Forward-looking statements only speak as of the date of this communication, and neither CHP nor Sonida assumes any obligation to update any written or oral forward-looking statement made by either Sonida or on its behalf or CHP or on its behalf as a ~~result of new information, future events or other factors, except as required by law~~Registrant.

The disclosure required by this item is included in Item 1.01 with respect to the Bridge Loan Agreement above and is incorporated in this Item 2.03 by reference.

Item 3.02.

Unregistered Sales of Equity Securities.

The information set forth under Item 2.01 above with respect to the Equity Financing and the Investment Agreements is incorporated into this Item 3.02 by reference. All securities issued pursuant to the Investment Agreements were issued in an exempt transaction pursuant to Section 4(a)(2) of the Securities Act.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 11, 2026, the Board accepted the resignations of Elliott R. Zibel, David W. Johnson, and Noah R. Beren as directors on the Board effective as of the effective time of the Second Merger (the “Second Merger Effective Time”), and appointed as directors on the Board, effective as of the Second Merger Effective Time, Michael Simanovsky as Chairperson of the Board, and Stephen H. Mauldin and J. Chandler Martin. Such resignations were not as a result of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Company’s operations, practices or policies. Messrs. Mauldin and Martin were appointed in accordance with the applicable terms and conditions set forth in the Merger Agreement. There are no transactions involving Mr. Mauldin or Mr. Martin that are required to be disclosed in this Current Report on Form 8-K pursuant to Item 404(a) of Regulation S-K.

On March 6, 2026, the Company was informed that, pursuant to its rights under the Investor Rights Agreement, Silk expects to designate Sam Levinson, Chief Investment Officer of Siget NY Partners, L.P., which acts as the investment manager for Silk, for appointment as a member of the Board effective as of May 1, 2026. There are no other transactions involving Mr. Levinson that are required to be disclosed in this Current Report on Form 8-K pursuant to Item 404(a) of Regulation S-K. Except for the Investor Rights Agreement, there is no arrangement or understanding between Mr. Levinson and any other persons or entities pursuant to which Mr. Levinson was appointed as a director of the Company.

In addition, effective immediately prior to Mr. Levinson’s appointment, Shmuel S.Z. Lieberman will resign as a member of the Board. Such resignation is not as a result of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Company’s operations, practices or policies.

Pursuant to the Investor Rights Agreement, Conversant Dallas Parkway (A) LP designated Mr. Simanovsky, the Managing Partner of Conversant, for appointment as a member and the Chairperson of the Board. The information set forth under Item 1.01 of the November 8-K with respect to the Investor Rights Agreement, the Registration Rights Agreement, and the Investment Agreements is incorporated into this Item 5.02 by reference. There are no other transactions involving Mr. Simanovsky, Conversant or Conversant’s affiliates that are required to be disclosed in this Current Report on Form 8-K pursuant to Item 404(a) of Regulation S-K.

Effective upon the Second Merger Effective Time, the Board composition will be as follows:

Class I (terms expire at 2028 annual meeting)

Lilly H. Donohue

Benjamin P. Harris*

Michael Simanovsky*

Class II (terms expire at 2026 annual meeting)

Shmuel S.Z. Lieberman**

J. Chandler Martin

Brandon M. Ribar

Class III (terms expire at 2027 annual meeting)

Robert T. Grove*

Jill M. Krueger

Stephen H. Mauldin

* nominated by Conversant

** nominated by Silk

Effective upon the Second Merger Effective Time, the committees of the Board will be reconstituted as follows:

Audit Committee

Jill M. Krueger (Chair)

Lilly H. Donohue

Benjamin P. Harris

J. Chandler Martin

Nominating and Governance Committee

Benjamin P. Harris (Chair)

Jill M. Krueger

Stephen H. Mauldin

Compensation Committee

Shmuel S.Z. Lieberman (Chair)

Robert Grove

Jill M. Krueger

The newly appointed directors will be entitled to the same compensation as payable to the existing non-employee directors of the Company. Additionally, the Company expects to enter into an agreement in the form of the Indemnification Agreement with each of the newly appointed directors.

Item 8.01.

Other Events.

On March 11, 2026, SNDA issued a press release announcing the closing of the Transactions. A copy of the press released is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

Pursuant to General Instruction B.3 of Current Report on Form 8-K, the financial statements of the acquired company, CHP, are not required in this Current Report on Form 8-K because “substantially the same” financial statements were previously filed in the Joint Proxy Statement/Prospectus.

(b) Pro-Forma Financial Information

Pursuant to General Instructions B.3 of Current Report on Form 8-K, pro forma financial information with respect to the acquisition of CHP by the Company is not required in this Current Report on Form 8-K because “substantially the same” information was previously filed in the Joint Proxy Statement/Prospectus.

(d) Exhibits


Exhibit No.		Description

2.1*		Agreement and Plan of Merger, dated as of November 4, 2025, by and among Sonida Senior Living, Inc., SSL Sparti LLC, Sparti Merger Sub, Inc., CNL Healthcare Properties, Inc., and CHP Merger Corp. (incorporated by reference to Exhibit 2.1 to SNDA’s Current Report on Form 8-K filed on November 5, 2025).

10.1		Investment Agreement, dated as of November 4, 2025, by and among Sonida Senior Living, Inc. and Conversant PIF Aggregator A LP, CPIF Sparti SAF, L.P., Conversant Dallas Parkway (A) LP and CPIF K Co-Invest SPT A, L.P. (incorporated by reference to Exhibit 10.1 to SNDA’s Current Report on Form 8-K filed on November 5, 2025).

10.2		Investment Agreement, dated as of November 4, 2025, by and between Sonida Senior Living, Inc. and Silk Partners, LP (incorporated by reference to Exhibit 10.2 to SNDA’s Current Report on Form 8-K filed on November 5, 2025).

10.3		Amended and Restated Investor Rights Agreement, dated as of March 10, 2026, by and among Sonida Senior Living, Inc., Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP, Conversant Dallas Parkway (D) LP, Conversant Dallas Parkway (F) LP, Conversant PIF Aggregator A LP, CPIF Sparti SAF, L.P., CPIF K Co-Invest SPT A, L.P., and Silk Partners, LP.

10.4		Amended and Restated Registration Rights Agreement, dated as of March 10, 2026, by and among Sonida Senior Living, Inc., Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP, Conversant Dallas Parkway (D) LP, Conversant Dallas Parkway (F) LP, Conversant PIF Aggregator A LP, CPIF Sparti SAF, L.P., CPIF K Co-Invest SPT A, L.P., Silk Partners, LP, and PF Investors, LLC.

10.5*		Bridge Loan Agreement, dated as of March 10, 2026, by and among Sonida Senior Living, Inc., as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, Royal Bank of Canada, as administrative agent, and BMO Bank N.A., as collateral agent.

10.6		Form of Indemnification Agreement

99.1		Press Release issued by Sonida Senior Living, Inc. on March 11, 2026

104		Cover Page Interactive Data File-formatted as Inline XBRL

*	Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule, or any section thereof, will be furnished supplementally to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SONIDA SENIOR LIVING INC.

Date: February 26, 2026

Date: March 11, 2026

/s/ Brandon M. Ribar

Brandon M. Ribar

Chief Executive Officer and President

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