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SONIDA SENIOR LIVING, INC.·4

Apr 10, 6:41 PM ET

Detz Kevin 4

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Sonida (SNDA) CFO Kevin Detz Receives 185,000-Unit PSU Award

What Happened
Kevin Detz, Chief Financial Officer of Sonida Senior Living, was granted 185,000 performance stock units (PSUs) on 2026-02-23 (derivative award). The award is contingent and may convert to shares only if certain conditions are met (see details below). On 2026-03-09, 2,917 shares were withheld to satisfy tax withholding obligations at $36.64/share (value reported as $106,879). Also on 2026-03-09, 9,134 shares were disposed to the issuer for $0 — these represent forfeited performance-based restricted stock that did not fully meet performance targets.

Key Details

  • Transactions and dates:
    • 2026-02-23: Grant of 185,000 PSUs (derivative award; no cash paid).
    • 2026-03-09: 2,917 shares withheld for taxes at $36.64/share (cashless withholding; $106,879).
    • 2026-03-09: 9,134 shares disposed to issuer for $0 (forfeiture of previously reported performance-based restricted stock).
  • Shares owned after transaction: Not specified in the Form 4 filing provided.
  • Notable footnotes from the filing:
    • Forfeiture: The 9,134-share disposition reflects forfeited performance-based restricted stock due to partial achievement of 2025 performance targets. (F1, F3)
    • Contingent PSUs: The 185,000 PSUs are conditional on shareholder approval to increase the 2019 Plan reserve and the closing of a previously announced merger; vesting is tied to stock-price performance and occurs during a performance window (Feb 23, 2027–Feb 23, 2030), with between 33% and 100% of target eligible to vest depending on achievement (possible 30‑day extension). (F4)
    • Additional awards: The filing notes 14,881 PSUs (separate) eligible to vest 0%–150% after 2027, not included in the 185,000 number. (F2)
  • Timeliness: Filing dated 2026-04-10 for transactions with dates in Feb–Mar 2026 — marked as a late filing (L) in the report.

Context

  • These PSUs are contingent performance awards, not immediate share purchases; vesting depends on both corporate events (plan amendment and merger) and stock-price performance targets, so they may never convert to shares.
  • The 2,917-share withholding is a routine cashless tax withholding to satisfy taxes upon vesting; the 9,134-share disposal was a forfeiture and not a cash sale, so it does not reflect a CEO/CFO sale of shares for liquidity.