SENEFF JAMES M JR 4

What Happened
James M. Seneff Jr., Chairman of the Board and a director of CNL Healthcare Properties, disposed of 1,370,820 shares on March 10, 2026. The shares were surrendered pursuant to the Agreement and Plan of Merger with Sonida Senior Living (SNDA). Total consideration was $4.74 per CNL share (about $6.50 million total), delivered as 0.1318 share of SNDA common stock per CNL share (delivered on March 10, 2026) plus $2.32 cash per share (delivered on March 11, 2026). The transaction is coded as a disposition to the issuer (merger exchange), not an open‑market sale.

Key Details

• Transaction date: March 10, 2026 (disposition to issuer, code D); cash component paid March 11, 2026.
• Consideration: 0.1318 SNDA shares per CNL share + $2.32 cash; total $4.74 per share.
• Shares disposed: 1,370,820; implied total value ≈ $6,497,687.
• Footnotes: Disposal occurred pursuant to the Merger Agreement between CNL Health and Sonida; the $4.74/unit price is based on a ten‑day VWAP ending March 6, 2026 and is subject to the agreement’s collar mechanism.
• Post‑transaction holdings: not specified in the excerpt of the filing provided.
• Filing timeliness: Report filed on March 11, 2026 for a March 10 transaction (appears timely).

Context
This was a merger consideration exchange (disposition to the issuer), a routine corporate transaction that converts insider holdings into the buyer’s stock and cash under the merger terms. Such dispositions in connection with a deal do not necessarily reflect the insider’s view of the surviving company’s prospects. The collar mechanism mentioned means the per‑share cash amount was set by the merger agreement formula (VWAP and collar) rather than an open‑market price.