SONIDA SENIOR LIVING, INC.·4

Apr 10, 6:37 PM ET

Ribar Brandon 4

4 · SONIDA SENIOR LIVING, INC. · Filed Apr 10, 2026

Research Summary

AI-generated summary of this filing

Updated

Sonida (SNDA) CEO Brandon Ribar Receives 275,000 PSU Award

What Happened

  • Brandon Ribar, President, CEO and a director of Sonida Senior Living, Inc. (SNDA), was granted 275,000 performance stock units (PSUs) on 2026-02-23 (derivative award; no immediate cash value reported).
  • On 2026-03-09, 6,472 shares were withheld to satisfy tax withholding at $36.64/share, totaling $237,134 (coded F — tax withholding). On the same date 14,353 shares were disposed to the issuer (reported at $0), which the filing explains were performance-based restricted shares forfeited due to partial achievement of the fiscal 2025 performance target.

Key Details

  • Filing date: 2026-04-10. Period of report: 2026-02-23 (grant) and 2026-03-09 (withholding/forfeiture).
  • Grant: 275,000 PSUs (derivative award; footnote F4).
  • Withheld for taxes: 6,472 shares at $36.64 = $237,134 (footnote F3).
  • Forfeited/disposed: 14,353 shares reported as disposition to issuer at $0 (footnote F1 — forfeiture due to partial performance attainment).
  • Shares owned after transaction: not specified in the provided filing excerpt.
  • Related awards/notes: filing notes 23,384 additional PSUs eligible to vest 0–150% after 2027 based on performance (footnote F2).
  • No 10b5-1 plan or late-filing flag noted in the provided data.

Context

  • The 275,000 PSUs are contingent: vesting depends on (a) shareholder approval to increase the 2019 Plan reserve and the closing of Sonida’s announced merger with CNL Healthcare Properties, and (b) meeting specified stock-price targets during a performance period (Feb 23, 2027–Feb 23, 2030) with vesting between 33%–100% (possible 30‑day extension).
  • Tax-withholding via share surrender is a routine, administrative step (not a market-direction signal). Forfeiture of previously reported performance-based restricted shares reflects that specific performance conditions were not fully met.

Insider Transaction Report

Form 4
Period: 2026-02-23
Ribar Brandon
DirectorPresident & CEO
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-03-0914,353297,357 total
  • Tax Payment

    Common Stock

    [F3][F2]
    2026-03-09$36.64/sh6,472$237,134290,885 total
  • Award

    Performance Units

    [F4]
    2026-02-23+275,000275,000 total
    Common Stock (275,000 underlying)
Footnotes (4)
  • [F1]Represents shares of performance-based restricted stock that were previously reported as beneficially owned by the reporting person as of April 4, 2023, but were subsequently forfeited due to the Company only partially achieving the performance target with respect to such shares for fiscal 2025.
  • [F2]Not included in this amount are 23,384 performance stock units ("PSUs") that are eligible to vest from 0% to 150% following the end of 2027. Vesting for the award is subject to the Issuer's (as defined below) achievement of certain financial goals and certification by the Compensation Committee.
  • [F3]Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations.
  • [F4]Represents an award of PSUs representing a contingent right to receive one share of common stock, par value $0.01 per share ("Common Stock"), of Sonida Senior Living, Inc. (the "Issuer") per PSU, which is conditional upon the Issuer's stockholders approving an amendment to the 2019 Plan (as defined below) to increase the share reserve under the 2019 Plan and the closing of the Issuer's previously announced merger with CNL Healthcare Properties, Inc. Between 33% and 100% of the target number of PSUs granted, which were granted under the Sonida Senior Living, Inc. 2019 Omnibus Stock and Incentive Plan, as amended (the "2019 Plan"), are eligible to vest during a three-year period beginning on February 23, 2027 and ending on February 23, 2030 (the "Performance Period"), subject to a potential 30-day extension as set forth in the award agreement, based on the Issuer's Common Stock achieving specified prices per share during the Performance Period.
Signature
/s/ Brandon Ribar|2026-04-09

Documents

1 file
  • 4
    wk-form4_1775860620.xmlPrimary

    FORM 4