Bailey Tabitha 4

What Happened
Tabitha Bailey, SVP and Chief Legal Officer of Sonida Senior Living, had 402 shares withheld on December 9, 2025 to satisfy tax withholding upon vesting (disposition valued at $12,233). On February 23, 2026 she was granted 55,000 performance stock units (PSUs) as a derivative award (no cash price paid at grant).

Key Details

• Transactions:
  • 2025-12-09 — 402 shares withheld (disposition) at $30.43/share for tax withholding; total $12,233. (Code F)
  • 2026-02-23 — 55,000 PSUs granted at $0.00 (derivative award). (Code A)
• Shares owned after the transactions: Not specified in this Form 4.
• Footnotes of note:
  • F1: The 402 shares were withheld to satisfy tax withholding obligations upon vesting.
  • F2: Separately, 5,315 PSUs (not included in the 55,000) may vest 0%–150% after 2027 based on financial goals and Compensation Committee certification.
  • F3: The 55,000 PSUs are contingent on (a) shareholder approval to increase the 2019 Plan reserve and (b) closing the announced merger with CNL Healthcare; between 33% and 100% of target PSUs may vest during the performance period (Feb 23, 2027–Feb 23, 2030) subject to stock-price hurdles and a possible 30-day extension.
• Filing timeliness: Report filed 2026-04-10 covering a 2025-12-09 transaction — this is late relative to the typical 2-business-day Form 4 deadline, delaying public disclosure.

Context
PSUs are contingent awards (derivatives) that do not represent immediate share ownership; they convert to shares only if specified conditions (plan amendment, merger close, performance/price targets) are met during the performance period. The December transaction was a routine tax-withholding disposition, not an open-market sale. No purchase (cash outlay) occurred in these filings.