SONIDA SENIOR LIVING, INC. 8-K

What Happened

• Sonida Senior Living, Inc. notified Mizuho Securities USA LLC on May 8, 2026 that it elected to terminate its at‑the‑market (ATM) issuance sales agreement (the Mizuho Sales Agreement); the termination is effective May 13, 2026 and no early termination penalties were incurred.
• The company also voluntarily filed audited consolidated financial statements of CNL Healthcare Properties, Inc. (CHP) for the years ended December 31, 2025 and 2024, and unaudited pro forma combined financial information for Sonida for the year ended December 31, 2025 and the quarter ended March 31, 2026 reflecting the CHP merger (the CHP Merger closed March 11, 2026 under a merger agreement dated November 4, 2025).

Key Details

• ATM termination: notice given May 8, 2026; effective May 13, 2026; no early‑termination fees. The ATM program with Mizuho is no longer in effect.
• CHP audited statements: consolidated balance sheets as of Dec 31, 2025 and 2024 and related statements of operations, comprehensive income (loss), stockholders’ equity and cash flows (auditor: PwC, report dated March 9, 2026).
• Pro forma info: unaudited pro forma combined financial information for Sonida for year ended Dec 31, 2025 and three months ended Mar 31, 2026 reflecting the CHP Merger; presented for illustrative purposes only and not predictive of actual future results.
• CHP Merger closing date: March 11, 2026 (per Merger Agreement dated Nov 4, 2025).

Why It Matters

• Ending the Mizuho ATM removes a standing, flexible capital‑raising tool; investors should note this change when assessing Sonida’s near‑term liquidity and funding options.
• The newly filed audited CHP financials and pro forma combined statements give investors additional historical and combined‑company context after the March 11, 2026 acquisition, helping analysts and shareholders evaluate Sonida’s post‑merger financial position.
• The pro forma statements are illustrative only and do not guarantee future performance; no cash penalties from the ATM termination reduces immediate cash impact.