Ribar Brandon 4

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.