Sonida Senior Living (SNDA)

Sonida Senior Living Announces First Quarter 2026 ResultsMay 11, 2026 7:30 AM
Business Wire Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA), a leading owner, operator and investor of senior housing communities, today announced its results for the first quarter ended March 31, 2026. “The first quarter of 2026 marks the beginning of a new phase of evolution for Sonida. With our operating foundation firmly in place, we are entering Phase 3 — Compounding, with clear momentum and a focused strategy for creating long-term value. Our same-store portfolio delivered strong pro forma results in the quarter, with occupancy expanding 220 basis points year-over-year and community NOI increasing 14% with 170 basis points of margin expansion. As we scale across a larger, more integrated portfolio, tools like SPIN, our Sonida Performance Insight Navigator, are becoming central to how our community teams deliver high-quality care, manage resources efficiently, and drive sustainable NOI growth over time. Alongside our operational progress, we recently introduced a refined capital allocation framework, prioritizing our highest-conviction opportunities, pursuing disciplined external growth, and maintaining balance sheet flexibility, all in service of compounding value deliberately and delivering durable, compelling long-term returns for our shareholders,” said Brandon Ribar, President and CEO. CHP Merger As previously announced, on March 11, 2026, the Company completed the acquisition of CNL Healthcare Properties, Inc. (“CHP”), a public non-traded real estate investment trust which owned a national portfolio of 69 high-quality senior housing communities, pursuant to the definitive merger agreement (the “Merger Agreement”), by and among the Company, CHP and its affiliates (the “CHP Merger”). Under the terms of the Merger Agreement, the Company acquired 100% of the outstanding common stock of CHP in a stock and cash transaction valued at approximately $1.8 billion, with approximately 66% of the consideration paid in the form of newly issued Sonida Common Stock and approximately 34% paid in cash. Specifically, each share of CHP common stock was converted into $2.32 in cash and 0.1318 shares of Sonida common stock, which was determined by dividing (a) $4.58 by (b) the volume weighted average price (“VWAP”) of Sonida common stock during a measurement period prior to closing of the transaction was $35.93 and subject to a collar of 15% below the transaction reference price for the Sonida common stock of $26.74 (the “Transaction Reference Price”) and 30% above the Transaction Reference Price. First Quarter 2026 Resident revenue increased $29.1 million, or 36.7%, comparing Q1 2026 to Q1 2025 driven by the CHP Merger. Pro forma1 weighted average occupancy at-share for the Company’s Same-Store Portfolio increased 220 basis points to 87.2% in Q1 2026 from 85.0% in Q1 20252. Net loss attributable to Sonida shareholders for Q1 2026 was $41.2 million, as compared to $12.5 million for Q1 2025. This increase is primarily due to a $25.5 million increase in transaction, transition and restructuring costs in connection with the CHP Merger. Q1 2026 Adjusted EBITDA and Pro forma Adjusted EBITDA, at-share, non-GAAP measures, were $21.5 million and $48.0 million, respectively, as compared to $13.6 million and $43.8 million, respectively, in Q1 2025. Results for the Company’s Same-Store Portfolio communities were as follows: Q1 2026 vs. Q1 20251: Pro forma Revenue Per Available Unit (“RevPAR”) increased 780 basis points to $4,601. Pro forma Revenue Per Occupied Unit (“RevPOR”) increased 500 basis points to $5,274. Q1 2026 Community Net Operating Income, at-share and pro forma community Net Operating Income, at-share, non-GAAP measures, were $26.0 million and $48.0 million, respectively, as compared to $19.0 million and $42.1 million, respectively, for Q1 2025.3 Q1 2026 Community Net Operating Income Margin, at-share and pro forma community Net Operating Income Margin, at-share, non-GAAP measures, were 28.9% and 31.2% as compared to 28.5% and 29.5%, respectively, for Q1 2025.3 Q1 2026 vs. Q4 20251: Pro forma RevPAR increased 230 basis points to $4,601. Pro forma RevPOR increased 220 basis points to $5,274. Q1 2026 Community Net Operating Income, at-share and pro forma community Net Operating Income, at-share, a non-GAAP measure, were $26.0 million and $48.0 million, respectively, as compared to $20.7 million and $44.6 million, respectively, for Q4 2025.3 Q1 2026 Community Net Operating Income Margin, at-share and pro forma community Net Operating Income Margin, at-share, a non-GAAP measure, were 28.9% and 31.2% as compared to 29.2% and 29.7%, respectively, for Q4 2025.3 _____________________ 1 References in this release to “pro forma” give effect to the Company’s acquisition of CHP as if it occurred on the first day of the periods presented. These numbers are estimates based on ranges and subject to revision. The pro forma numbers presented in this discussion are based on the midpoint of the estimated range. See “CHP Adjusted Pro Forma Financial Measures” on page 13 of this release for further discussion. 2 Please see “Definitions” on page 9 of this release for the definitions of Same-Store Community Portfolio, RevPAR, and RevPOR. 3 Please see pages 9-12 of this release for reconciliations of non-GAAP financial measures. CHP Merger Capitalization As previously announced, on March 10, 2026, the Company entered into a bridge loan agreement to provide for $270 million of bridge debt financing (the “Bridge Facility”). In addition, the Company incurred aggregate borrowings of $245 million under its revolving credit facility (“Revolving Credit Facility”) and $525 million under its permanent term loans facility (the “Term Loans”). The Company’s Revolving Credit Facility has a leverage-based pricing matrix of Secured Overnight Financing Rate (“SOFR”) plus 1.35% margin and SOFR plus 2.00% margin, and a matures on March 10, 2030. The Term Loans are comprised of two equal tranches: a three-year tranche that matures March 10, 2029 and a five-year tranche that matures March 10, 2031. The Term Loans are subject to a leverage-based pricing matrix between SOFR plus 1.30% margin and SOFR plus 1.95% margin. The proceeds of the Bridge Facility, together with the proceeds of the Term Loans and the Revolving Credit Facility, were used to fund a portion of the cash consideration paid to the holders of common stock of CHP pursuant to the Merger Agreement, to repay certain existing unsecured senior indebtedness of CHP, to pay certain fees and expenses incurred in connection with the foregoing, to refinance the borrowings under the Company’s then existing revolving credit facility, and for general corporate purposes. The Bridge Facility will mature on March 9, 2027. The Bridge Facility is subject to a leverage-based pricing matrix between SOFR plus 1.35% margin and SOFR plus 2.00% margin; provided that the margin applicable to the Bridge Facility will increase by 0.25% on each date that is 90, 180 and 270 days after March 10, 2026. The Company entered into a SOFR-based interest rate cap (“IRC”) to reduce exposure to the variable interest rate fluctuations associated with the Bridge Facility. The IRC has a total cost of $35 thousand, an aggregate notional amount of $270 million, a 12-month term and a cap rate of 4.25%. The Bridge Facility is expected to be replaced through property-level financing prior to its maturity. The Company entered into a SOFR-based IRC to reduce exposure to the variable interest rate fluctuations associated with the Term Loans. The IRC has a total cost of $0.6 million, an aggregate notional amount of $262.5 million, a 36-month term and a cap rate of 4.50%. On March 30, 2026, the Company incurred an additional $25 million in permanent term loans under the Term Loans facility, and on March 31, 2026, incurred an additional $25 million on the Revolving Credit Facility when it added an incremental lender into the two debt facilities. On March 31, 2026 the Company repaid $50 million of loans outstanding under the Bridge Facility. As a result of the transaction, as of March 31, 2026 the Term Loans increased to $550 million in permanent term loans in two equal tranches, the Revolving Credit Facility increased to a commitment of $430 million, and the Bridge Facility decreased to $220 million. On May 7, 2026, the Company added an incremental lender to its Revolving Credit Facility and Term Loans facility, increasing each by $25 million. The funds were used on May 7, 2026 to repay $50 million of loans outstanding under the Bridge Facility. As a result of the transaction, as of May 7, 2026, the Term Loans increased to $575 million in permanent term loans in two equal tranches, the Revolving Credit Facility increased to a commitment of $455 million, and the Bridge Facility decreased to $170 million. In addition, to provide cash funding for the CHP Merger, entities affiliated with Conversant Capital, LLC and Silk Partners LP, two of the Company’s largest shareholders, funded an aggregate amount of $110 million, less $1.2 million in issuance costs, in exchange for the issuance of 4,113,688 of Sonida Common Stock on March 11, 2026 in a private placement pursuant to Section 4(a)(2) of the Securities Act at a price per share equal to the Transaction Reference Price of $26.74, in accordance with certain investment agreements. SONIDA SENIOR LIVING, INC.
SUMMARY OF CONSOLIDATED FINANCIAL RESULTS
THREE MONTHS ENDED March 31, 2026
(in thousands) Results of Operations Three months ended March 31, 2026 as compared to three months ended March 31, 2025 Revenues Resident revenue for the three months ended March 31, 2026 was $108.4 million as compared to $79.3 million for the three months ended March 31, 2025, representing an increase of $29.1 million, or 36.7%. The increase in resident revenue was primarily attributable to an additional 54 senior housing operating properties (“SHOP”) communities acquired in connection with the CHP Merger, and to a lesser extent, increases in occupancy and average rent rates on the remaining owned communities. Rental income of $1.7 million for the three months ended March 31, 2026 was derived from the 15 triple-net (“NNN”) senior housing communities that were acquired in connection with the CHP Merger. Expenses Operating expenses for the three months ended March 31, 2026 were $82.7 million as compared to $60.4 million for the three months ended March 31, 2025, representing an increase of $22.3 million, or 36.8%. The increase was primarily attributable to an increase in operating expenses related to the 54 additional SHOP communities acquired during 2026. General and administrative expenses for the three months ended March 31, 2026 were $10.5 million as compared to $8.5 million for the three months ended March 31, 2025, representing an increase of $2.0 million. The increase was primarily due to a result of an increase in stock-based compensation of $1.4 million combined with an increase in labor and employee related expenses of $0.8 million to support the Company’s growth initiatives, partially offset by a $0.2 million decrease in other expenses. Transaction, transition and restructuring costs were $26.1 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively. The costs incurred during this quarter primarily include legal, audit, banking and other costs to support the Company’s recent debt and restructuring activities in connection with the CHP Merger. Interest expense for the three months ended March 31, 2026 was $12.8 million as compared to $9.4 million for the three months ended March 31, 2025, representing an increase of $3.4 million, which was primarily due to the incremental borrowings associated with the financing of the CHP Merger. Other income (expense), net for the three months ended March 31, 2026 increased $1.1 million as compared to the three months ended March 31, 2025, primarily driven by $0.6 million in other income for recognized gross employee retention credits received from Coronavirus Aid, Relief, and Economic Security Act funding for businesses that had certain employee costs and were affected by the coronavirus pandemic. As a result of the foregoing factors, the Company reported net loss attributable to Sonida shareholders of $41.2 million and $12.5 million for the three months ended March 31, 2026 and March 31, 2025, respectively. Liquidity and Capital Resources On May 7, 2026, the Company added an incremental lender to its Revolving Credit Facility and Term Loans facility, increasing each by $25 million and incurring $0.4 million in lender fees. The funds were used on May 7, 2026 to repay $50 million of loans outstanding under our Bridge Facility. As a result of the transaction, as of May 7, 2026, the Term Loans increased to $575 million in term loans in two equal tranches, the Revolving Credit Facility increased to a commitment of $455 million (with $278 borrowed thereunder), and the Bridge Facility decreased to $170 million. Cash Flows The table below presents a summary of the Company’s net cash provided by (used in) operating, investing, and financing activities (in thousands):   Three Months Ended March 31,       2026   2025   Change   Net cash provided by (used in) operating activities $ (35,889 )   $ 3,823     $ (39,712 )   Net cash used in investing activities   (923,335 )     (7,945 )     (915,390 )   Net cash provided by (used in) financing activities   1,029,176       (2,548 )     1,031,724     Increase (decrease) in cash and cash equivalents $ 69,952     $ (6,670 )   $ 76,622     In addition to approximately $84.3 million of unrestricted cash as of March 31, 2026, our future liquidity will depend in part upon our operating performance, which will be affected by prevailing economic conditions, and financial, business and other factors, some of which are beyond our control. Principal sources of liquidity are expected to be cash flows from operations, borrowings under our Revolving Credit Facility, proceeds from debt financings, refinancings or loan modifications, and proceeds from equity offerings. These transactions are expected to provide additional financial flexibility to us and increase our liquidity position. On March 11, 2026, the holders of all of the outstanding shares of Series A Preferred Stock converted all of such shares to shares of our common stock. As a result, no shares of Series A Preferred Stock remained outstanding, and no further dividends will be payable. The Company, from time to time, considers and evaluates financial and capital raising transactions related to its portfolio, including debt financings and refinancings, purchases and sales of assets, equity offerings and other transactions. There can be no assurance that the Company will continue to generate cash flows at or above current levels, or that the Company will be able to obtain the capital necessary to meet the Company’s short- and long-term capital requirements. We will need to refinance all or a portion of our indebtedness on or before maturity, including the $170 million Bridge Facility (inclusive of our recent financing above) that will mature in March 2027. We expect to repay the Bridge Facility in 2026 with the net proceeds of additional financing transactions secured by certain of the CHP properties, including any property-level agency or mortgage financing. We cannot assure you that we will be able to refinance any of our indebtedness on attractive terms on or before maturity or on commercially reasonable terms or at all. Recent changes in the current economic environment, and other future changes, could result in decreases in the fair value of assets, slowing of transactions, and the tightening of liquidity and credit markets. These impacts could make securing debt or refinancings for the Company or buyers of the Company’s properties more difficult or on terms not acceptable to the Company. The Company’s actual liquidity and capital funding requirements depend on numerous factors, including its operating results, its capital expenditures for community investment, and general economic conditions, as well as other factors described in “Item 1A. Risk Factors” of our 2025 Annual Report on Form 10-K filed with the SEC on March 12, 2026. Conference Call Information The Company will host a conference call with senior management to discuss the Company’s financial results for the three months ended March 31, 2026 on Monday May 11, 2026, at 11:00 a.m. Eastern Time. To participate, dial 833-461-5787 (or +1 585-542-9983 for international callers), meeting ID 375340529. A link to the simultaneous webcast of the teleconference will be available at: https://events.q4inc.com/attendee/375340529. The webcast will be available for replay for 12 months on the Company’s investor relations website and a transcript of the call will be posted shortly after the conference call ends. About the Company Dallas-based Sonida Senior Living, Inc., is one of the largest, pure-play owner-operators and investors in U.S. senior living communities, with a focus on independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at the senior housing communities we operate. As of March 31, 2026, the Company owns, manages or is invested in 165 senior housing communities with over 16,400 total units across 35 states, including 153 owned senior housing communities (inclusive of 54 managed by third-party property managers, 15 leased pursuant to triple-net leases, three owned through a joint venture investment in a consolidated entity and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company manages on behalf of a third-party. Safe Harbor This release contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, and also include the following: the Company’s disclosure of adjusted pro forma financial ranges giving effect to the CHP Merger, including that final results may differ from the disclosed estimates, the Company’s ability to generate sufficient cash flows from operations, proceeds from equity issuances and debt financings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the Company’s acquisitions and capital improvement projects to expand, redevelop, and/or reposition its senior living communities; increased competition for, or a shortage of, skilled workers, including due to general labor market conditions, along with wage pressures resulting from such increased competition, low unemployment levels, use of contract labor, minimum wage increases and/or changes in immigration or overtime laws; elevated market interest rates that increase the cost of certain of our debt obligations; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures, in particular, the Company’s ability to refinance its Bridge Facility on the terms and within the timeline expected, or at all; the Company’s compliance with its debt agreements, including certain financial covenants and the risk of cross-default in the event such non-compliance occurs; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all, including the possibility that the expected benefits and the Company’s projections related to such acquisitions may not materialize as expected; litigation relating to the CHP Merger that has been or could be instituted against CHP, the Company and our respective directors; our ability to integrate our business with CHP successfully, and to achieve the anticipated benefits; the possibility that companies that the Company has acquired (including CHP) or may acquire could have undiscovered liabilities, or that companies or assets that the Company has acquired (including CHP) or may acquire could involve other unexpected costs or may strain the Company’s management capabilities; potential adverse reactions or changes to business relationships resulting from the CHP Merger; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to maintain internal controls over financial reporting; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as elevated labor costs due to shortages of medical and non-medical staff, competition in the labor market, increased costs of salaries, wages and benefits, and immigration laws, the consumer price index, commodity costs, fuel and other energy costs, supply chain disruptions, increased insurance costs, tariffs, elevated interest rates and tax rates; the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis; the Company’s ability to maintain the security and functionality of its information systems, to prevent a cybersecurity attack or breach, and to comply with applicable privacy and consumer protection laws, including HIPAA; and changes in accounting principles and interpretations. For information about Sonida Senior Living, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn. Sonida Senior Living, Inc. Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share data)       Three Months Ended March 31,     2026   2025 Revenues:         Resident revenue   $ 108,427     $ 79,255   Rental income     1,695       —   Management fee income     1,145       1,061   Managed community reimbursement revenue     11,365       11,607   Total revenues     122,632       91,923   Expenses:         Operating expense     82,676       60,414   General and administrative expense     10,463       8,472   Transaction, transition and restructuring costs     26,094       610   Depreciation and amortization expense     19,960       13,686   Managed community reimbursement expense     11,365       11,607   Third-party property management fees     1,048       —   Total expenses     151,606       94,789   Other income (expense):         Interest income     219       242   Interest expense     (12,833 )     (9,446 ) Loss from equity method investment     (208 )     (330 ) Other income (expense), net     554       (550 ) Loss before provision for income taxes     (41,242 )     (12,950 ) Provision for income taxes     (208 )     (75 ) Net loss     (41,450 )     (13,025 ) Less: Net loss attributable to noncontrolling interests     222       496   Net loss attributable to Sonida shareholders     (41,228 )     (12,529 )           Dividends on Series A convertible preferred stock     (1,093 )     (1,409 ) Deemed dividend on induced conversion of Series A convertible preferred stock     (19,069 )     —   Net loss attributable to common shareholders   $ (61,390 )   $ (13,938 )           Weighted average common shares outstanding — basic     25,694       18,047   Weighted average common shares outstanding — diluted     25,694       18,047             Basic net loss per common share   $ (2.39 )   $ (0.77 ) Diluted net loss per common share   $ (2.39 )   $ (0.77 ) Sonida Senior Living, Inc. Condensed Consolidated Balance Sheets (in thousands, except per share amounts)     March 31,
2026   December 31,
2025   (unaudited)     Assets:       Current assets       Cash and cash equivalents $ 84,284     $ 11,008   Restricted cash   15,940       19,264   Accounts receivable, net of allowance for credit losses of $5.1 million and $2.6 million, respectively   26,002       18,611   Prepaid expenses and other assets   10,824       6,373   Assets held for sale   9,459       9,453   Derivative assets   182       8   Deferred issuance costs   —       13,163   Total current assets   146,691       77,880   Property and equipment, net   2,201,292       736,188   Investment in unconsolidated entity   8,581       8,789   Intangible assets, net   197,555       19,743   Goodwill   63,950       —   Other assets, net   9,152       2,245   Total assets (a) $ 2,627,221     $ 844,845   Liabilities:       Current liabilities       Accounts payable $ 18,177     $ 4,705   Accrued expenses   66,423       71,663   Current portion of debt, net of deferred loan costs   218,673       7,291   Deferred income   13,104       7,275   Federal and state income taxes payable   1,232       292   Liabilities held for sale   13,619       —   Other current liabilities   2,435       379   Total current liabilities   333,663       105,134   Long-term debt, net of deferred loan costs   1,403,684       682,450   Other long-term liabilities   856       1,006   Total liabilities (a)   1,738,203       788,590   Commitments and contingencies       Redeemable preferred stock:       Series A convertible preferred stock, $0.01 par value; none authorized, none issued and outstanding as of March 31, 2026 and 41 shares authorized, 41 shares issued and outstanding as of December 31, 2025   —       51,249   Equity:       Sonida’s shareholders’ equity (deficit):       Preferred stock, $0.01 par value:       Authorized shares - 15,000 as of March 31, 2026 and December 31, 2025; none issued or outstanding, except Series A convertible preferred stock as noted above as of December 31, 2025   —       —   Common stock, $0.01 par value:       Authorized shares - 100,000 as of March 31, 2026 and 30,000 as of December 31, 2025; 47,359 and 18,770 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively   474       188   Additional paid-in capital   1,416,615       490,804   Retained deficit   (532,231 )     (491,003 ) Total Sonida shareholders’ equity (deficit)   884,858       (11 ) Noncontrolling interest:   4,160       5,017   Total equity   889,018       5,006   Total liabilities, redeemable preferred stock and equity $ 2,627,221     $ 844,845   (a) The condensed consolidated balance sheets include the following amounts related to our consolidated Variable Interest Entity (VIE): $1.4 million and $1.8 million of Cash and cash equivalents; $2.1 million and $2.0 million of Restricted cash; $0.3 million and $0.4 million of Accounts receivable, net; and $29.3 million and $28.8 million of Property and equipment, net; $2.3 million and $2.8 million of Intangible assets, net; $1.1 million and $1.0 million of Accounts payable; $0.7 million and $0.7 million of Accrued expenses; $0.3 million and $0.3 million of Deferred income; $19.9 million and $21.5 million of Debt, net of deferred loan costs; and $0.1 million and $0.1 million of Other long-term liabilities, in each case, as of March 31, 2026 and December 31, 2025, respectively. Sonida Senior Living, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands)     Three Months Ended March 31,   2026   2025 Cash flows from operating activities:       Net loss $ (41,450 )   $ (13,025 ) Adjustments to reconcile net loss to net cash provided by operating activities:       Depreciation and amortization   19,960       13,686   Amortization of deferred loan costs   765       421   Loss on derivative instruments, net   (393 )     490   Loss from equity method investment   208       330   Provision for credit losses   1,041       695   Non-cash stock-based compensation expense   2,396       973   Other non-cash items   114       179   Changes in operating assets and liabilities, net of business acquisition:       Accounts receivable, net   (2,535 )     1,807   Prepaid expenses   1,686       805   Other assets, net   (421 )     (62 ) Accounts payable and accrued expenses   (1,865 )     (3,476 ) Federal and state income taxes payable   202       69   Deferred income   (15,666 )     1,043   Customer deposits   69       (112 ) Net cash provided by (used in) operating activities   (35,889 )     3,823   Cash flows from investing activities:       Acquisition of new businesses, net of cash acquired   (913,002 )     —   Return of investment in unconsolidated entity   —       392   Acquisition of noncontrolling interest   (3,577 )     Capital expenditures   (6,756 )     (8,337 ) Net cash used in investing activities   (923,335 )     (7,945 ) Cash flows from financing activities:       Proceeds from issuance of common stock, net of issuance costs   108,780       —   Proceeds from issuance of debt   1,102,500       —   Repayments of debt   (159,013 )     (918 ) Distributions to noncontrolling investors in joint ventures   —       (132 ) Purchase of derivative assets   (1,202 )     —   Series A convertible preferred induced conversion consideration and closing costs   (5,125 )     —   Dividends paid on Series A convertible preferred stock   (1,093 )     (1,409 ) Deferred loan costs paid   (15,175 )     (38 ) Other financing costs   (496 )     (51 ) Net cash provided by (used in) financing activities   1,029,176       (2,548 ) Increase (decrease) in cash and cash equivalents and restricted cash   69,952       (6,670 ) Cash, cash equivalents, and restricted cash at beginning of period   30,272       39,087   Cash, cash equivalents, and restricted cash at end of period $ 100,224     $ 32,417   DEFINITIONS RevPAR, or average monthly revenue per available unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. The RevPAR calculation does not include rental income. RevPOR, or average monthly revenue per occupied unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. RevPOR is a significant driver of our senior housing revenue performance. Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned, and operational for the full year in each year beginning as of January 1st of the prior year. Our management uses Same-Store Portfolio operating results and data for decision making and components of executive compensation, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition). Non Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned and either (i) not operational or not owned for the full year in each year beginning as of January 1st of the prior year or (ii) have undergone or are undergoing strategic repositioning as a result of significant changes in the business model, care offerings, and/or capital re-investment plans, that in each case, have disrupted, or are expected to disrupt, normal course operations. These communities will be included in the Same-Store Portfolio once operating under normal course operating structures for the full year in each year beginning as of January 1st of the prior year. Senior Housing Operating Properties (SHOP) “Senior Housing” is defined as residential real estate assets designed to accommodate the needs of senior residents, including but not limited to independent living, assisted living, and memory care facilities. Within this category, “Senior Housing Operating Properties” (SHOP) refers exclusively to those properties in which the Company, directly or through third-party management agreements, maintains operational control and bears the associated risks and rewards of ownership, including but not limited to occupancy, revenue generation, and operating expenses. For the avoidance of doubt, this definition expressly excludes senior housing properties subject to triple net lease (“NNN”) agreements. Under such agreements, operational responsibilities, including property management, operating expenses, and financial performance, are borne solely by the lessee, and the Company’s involvement is limited to receiving fixed rental payments. As such, NNN Portfolio assets are not included within the scope of the SHOP portfolio. NNN Portfolio is defined by the Company as wholly owned seniors housing properties that are leased to third-party tenants under triple-net or similar lease structures, where the tenant bears all or substantially all of the costs (including cost for real estate taxes, utilities, insurance and ordinary repairs). Sonida is not involved in property management. NON-GAAP FINANCIAL MEASURES This earnings release contains the financial measures (1) Net Operating Income, (2) Net Operating Income Margin, (3) Adjusted EBITDA, and (4) Same-store amounts for these metrics, each of which is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, or revenue. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP, which are included below. The Company believes that presentation of Net Operating Income and Net Operating Income Margin as performance measures is useful to investors because such measures are some of the metrics used by the Company’s management to evaluate the performance of the Company’s owned portfolio of communities, to review the Company’s comparable historic and prospective core operating performance of the Company’s owned communities, and to make day-to-day operating decisions. The Company also believes that the presentation of such non-GAAP financial measures and Adjusted EBITDA is useful to investors because such measures provide an assessment of operational factors that management can impact in the short-term, primarily revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. Net Operating Income and Net Operating Income Margin have material limitations as performance measures, including the exclusion of general and administrative expenses that are necessary to operate the Company and oversee its communities. Furthermore, such non-GAAP financial measures and Adjusted EBITDA exclude (i) interest that is necessary to operate the Company’s business under its current financing and capital structure, and (ii) depreciation, amortization, and impairment charges that may represent the wear and tear and/or reduction in value of the Company’s communities and other assets and may be indicative of future needs for capital expenditures. The Company may also incur income/expense similar to those for which adjustments may be made and such income/expense may significantly affect the Company’s operating results. Net Operating Income and Net Operating Income Margin (Unaudited) Net Operating Income and Net Operating Income Margin are non-GAAP performance measures that the Company defines as net income (loss) excluding: general and administrative expenses (inclusive of stock-based compensation expense), interest income, interest expense, other income (expense), provision for income taxes, management fees, and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include depreciation and amortization expense, transaction, transition and restructuring costs, impairment of long-lived assets, loss from equity method investment, casualty loss, non-recurring settlement fees, non-income tax, and non-property tax. Net Operating Income Margin is calculated by dividing Net Operating Income by resident revenue. The Company presents these non-GAAP measures on a consolidated community and same-store community basis. The following table presents a reconciliation of the Non-GAAP Financial Measures of Net Operating Income and Net Operating Income Margin, in each case, on a consolidated community and same-store community basis to the most directly comparable GAAP financial measure of net income (loss) for the periods indicated: (Dollars in thousands) Three Months Ended March 31,   Three Months Ended December 31,     2026   2025   2025   Same-Store community Net Operating Income, at-share (1)             Net loss $ (41,450 )   $ (13,025 )   $ (30,146 )   General and administrative expense   10,463       8,472       11,121     Transaction, transition and restructuring costs   26,094       610       8,986     Third-party management fees   1,048       —       —     Depreciation and amortization expense   19,960       13,686       14,809     Long-lived asset impairment   —       —       7,792     Interest income   (219 )     (242 )     (481 )   Interest expense   12,833       9,446       10,008     Loss from equity method investment   208       330       283     Other (income) expense, net   (554 )     550       (1,337 )   Provision for income taxes   208       75       76     Management fee income   (1,145 )     (1,061 )     (1,090 )   Other operating expenses (2)   1,313       1,300       1,323     Consolidated community Net Operating Income   28,759       20,141       21,344     Net Operating Income attributable to unconsolidated investments(3)   685       504       623     Net Operating Income attributable to noncontrolling interests(4)   (517 )     (193 )     (387 )   Net Operating Income for Non Same-Store communities (1)   (2,947 )     (1,416 )     (879 )   Same-Store community Net Operating Income, at-share   25,980       19,036       20,701     Resident revenue   108,427       79,255       86,260     Resident revenue attributable to unconsolidated investments(3)   2,595       2,287       2,409     Resident revenue attributable to noncontrolling interests(4)   (2,067 )     (1,607 )     (1,945 )   Resident revenue for Non Same-Store communities (1)   (18,934 )     (13,043 )     (15,931 )   Same-Store SHOP resident revenue, at-share $ 90,021     $ 66,892     $ 70,793     Same-Store SHOP Net Operating Income Margin, at-share   28.9 %     28.5 %     29.2 %   (1) Q1 2026 excludes 27 Non Same-Store consolidated communities. Q1 2025 excludes 13 Non Same-Store consolidated communities. Q4 2025 excludes 16 Non Same-Store consolidated communities. (2) Includes casualty loss, non-recurring settlement fees, income tax and personal property tax. (3) Sonida’s interests in joint ventures in which we are the minority partner. (4) Minority partners’ interests in joint ventures where Sonida is the majority partner. ADJUSTED EBITDA (UNAUDITED) Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: depreciation and amortization expense, interest income, interest expense, other expense/income, provision for income taxes; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include stock-based compensation expense, provision for credit losses, long-lived asset impairment, casualty losses, and transaction, transition and restructuring costs. The following table presents a reconciliation of the Non-GAAP Financial Measures of Adjusted EBITDA and Adjusted EBITDA, at-share pro forma to the most directly comparable GAAP financial measure of net loss for the periods indicated: (In thousands) Three Months Ended March 31,   Three Months Ended December 31,     2026   2025   2025   Adjusted EBITDA             Net loss $ (41,450 )   $ (13,025 )   $ (30,146 )   Depreciation and amortization expense   19,960       13,686       14,809     Stock-based compensation expense   2,396       973       1,426     Provision for credit losses   1,041       695       1,062     Interest income   (219 )     (242 )     (481 )   Interest expense   12,833       9,446       10,008     Long-lived asset impairment   —       —       7,792     Other (income) expense, net   (554 )     550       (1,337 )   Provision for income taxes   208       75       76     Casualty losses (1)   1,220       775       748     Transaction, transition and restructuring costs (2)   26,094       632       8,986     Adjusted EBITDA $ 21,529     $ 13,565     $ 12,943     Noncontrolling interest (3)   (382 )     (88 )     (252 )   Pro rata adjusted EBITDA for unconsolidated joint venture (4)   759       719       735     Adjusted EBITDA, at-share (5) $ 21,906     $ 14,196     $ 13,426     (1) Casualty losses relate to non-recurring insured claims for unexpected events. (2) Transaction, transition and restructuring costs relate to legal and professional fees incurred for transactions, restructuring projects, or related projects, and other. (3) Minority partners’ interests in joint ventures where Sonida is the majority partner. (4) Sonida’s interests in joint ventures in which we are the minority partner. (5) At-share applies to Sonida's ownership share in JVs. KZ JV acquisition (Sonida's 32.71% ownership share) and Palatine JV acquisition (Sonida's 51% ownership share). CHP ADJUSTED PRO FORMA FINANCIAL MEASURES Certain measures presented during our earnings call and in this earnings release have been further adjusted below to effect to the CHP Merger as if it was consummated on the first day of the period presented, as we believe such adjustment provides investors with useful information about the combined business. These pro forma adjustments have been calculated based on CHP’s internal management accounts and reporting. We believe that the adjustments represent a reasonable estimate for CHP’s business for the relevant periods; however, there can be no assurance that the combined business would have achieved the same results if we had acquired CHP at the beginning of such periods. Our pro forma financial statements for the year ended December 31, 2025 and three months ended March 31, 2026 are not yet complete. The preliminary estimates presented below were prepared by, and are the responsibility of, the Company’s management, based upon a number of assumptions. We have provided ranges, rather than specific amounts, for the preliminary results described below primarily because our pro forma financial statements are not complete, and the calculations are subject to revision as we integrate CHP into our accounting and control systems. Such revisions may be significant. We may identify items that would require us to make adjustments to the preliminary set forth below. This preliminary estimated financial data should not be viewed as a substitute for consolidated financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) or our pro forma financial statements prepared in accordance with Article 11 of Regulation S-X. The Company plans to file pro forma financial statements for the year ended December 31, 2025 and March 31, 2026 on a Form 8-K within the month of May. Our independent registered public accounting firm has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the ranges below and does not express an opinion or any other form of assurance with respect thereto. The Company is not able to provide a reconciliation of the CHP adjustments to their most directly comparable GAAP financial measures without unreasonable efforts due to the timing of and visibility into the underlying data used to conform to the presentation of the Company and its filing peers. For the three months ended March 31, 2026, we estimate that CHP would have contributed between $21.0 million and $23.0 million, $22.5 million and $25.0 million, and $60.5 million and $67.0 million to our reported community net operating income, Adjusted EBITDA, and resident revenue, respectively. For the three months ended March 31, 2025, we estimate that CHP would have contributed between $22.0 million and $24.0 million, $21.5 million and $24.0 million, and $72.0 million and $80.0 million to our reported community net operating income, Adjusted EBITDA, and resident revenue, respectively. For the three months ended December 31, 2025, we estimate that CHP would have contributed between $22.5 million and $25.0 million, $22.5 million and $25.0 million, and $75.5 million and $83.5 million to our reported community net operating income, Adjusted EBITDA, and resident revenue, respectively. View source version on businesswire.com: https://www.businesswire.com/news/home/20260511459975/en/ Investor Relations
Megan Caldwell
VP, Investor Relations
megan.caldwell@sonidaliving.com
ir@sonidaliving.com Jason Finkelstein
jfinkelstein@sonidaliving.com Original: Sonida Senior Living Announces First Quarter 2026 Results

Sonida Senior Living Publishes Letter to Shareholders in Connection with 2026 Annual MeetingApril 28, 2026 8:15 AM
Business Wire
Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), a leading owner, operator and investor in senior living communities, announced today that it has filed definitive proxy materials with the Securities and Exchange Commission (“SEC”) in connection with its upcoming 2026 Annual Meeting of Stockholders (the “Annual Meeting”), scheduled for June 11, 2026. In conjunction with the definitive proxy materials, the Company is also mailing a letter to shareholders, which provides additional context on Sonida’s strategic priorities, balance sheet and capital allocation plans, and the Company’s approach to creating long-term value for shareholders. Management will further discuss the key themes outlined in the shareholder letter, as well as the matters announced therein, on the Company’s upcoming earnings call.


The full text of the letter follows:


Dear Fellow Shareholders,


We write to you today at a key inflection point for Sonida, marking the transition into the Company’s next phase. Sonida has evolved considerably since its earlier days as Capital Senior Living. The Company as it stands today bears little resemblance to the one that existed before Conversant's recapitalization in late 2021 and the appointment of new executive leadership that reset its strategic direction. The years prior, which we refer to as Phase 1 – Survival, represented a distinct era characterized by a different strategy, culture, and operating philosophy.


The years 2022 through 2025, which we refer to as Phase 2 – Stabilization, included the deliberate assembly of a new leadership team that combines deep sector expertise with outside perspectives. Phase 2 was defined by the leadership team’s disciplined execution to de-leverage (and restructure) the balance sheet, improve asset quality, and enter new markets in the early stages of the sector’s recovery. During this time, we also adapted to a fundamentally changed labor environment that tested operators across the industry. Simply put, the hard work and deliberate execution of those four years included building the operational foundation, culture, and capital allocation discipline required to compete – and win – at scale in the seniors housing industry.


We are proud of what our team accomplished during these two critical periods.


Today marks our transition into Phase 3 – Compounding. The road ahead is defined by two imperatives: sustaining our operational momentum and deploying capital into what we believe is the most asymmetric opportunity this sector has seen in a generation. We could not be more energized by the work still to come.


Welcome to Phase 3


Sonida is built on a simple but powerful conviction: we are both operators and capital allocators. The combination of these two disciplines – done well and done together – is the foundation of long-term value creation for our shareholders.


Operations First


First and foremost, we are an operator-led company. Our decentralized, local leadership model is designed to scale without bureaucracy. We do not depend on a centralized team to make decisions at the community level. Instead, we have intentionally curated systems, data, and an operating framework that empowers our local leaders to act like owners. In many meaningful ways, they are. This autonomy, grounded in earned trust, enables our local leaders to maintain relentless focus on their operations. In our view, this commitment to operational excellence is the most important driver of long-term value creation in a rapidly evolving sector.


We strive to be the first scaled operator to truly compensate our team members based on performance. Every single role at Sonida contributes to our success. From our team members in the nursing, dining, and resident experience functions to department-level leadership, our community-level team members carry the heaviest lift. We are committed to the ongoing development, retention, and recognition of each community role and strive to compensate our strongest team members at the top of the market. The implementation of technology solutions to provide specific and timely insights into resident health allows Sonida to more effectively tailor our labor model to increase productivity and correspondingly recognize high performing employees.


The engine of this model is what we call the Sonida Performance Insight Navigator (SPIN). SPIN is our proprietary suite of analytical and operational tools that provide our leadership teams with actionable data to streamline decision making and expand the quality of time and engagement with our residents. It operationalizes our entrepreneurial culture by empowering the people closest to our residents to deliver exceptional service and care. SPIN produces the metrics we care about most deeply: resident satisfaction and site-level employee engagement. These are not soft metrics. Rather, they are leading indicators of occupancy, retention, and long-term community performance. They are proprietary, they are ours, and they compound over time.


Capital Allocation Drives Further Value Creation


Our capital allocation philosophy flows directly from our operating capabilities and is anchored in several core investment principles:



Continuous improvement of our portfolio quality – both through acquisition and rationalization;



Rigorous focus on our unlevered return expectations and basis, while ensuring every decision drives per-share value accretion; and



Frameworks designed to generate returns commensurate with underlying risk.



With every investment, we aim to raise the overall quality of our portfolio. We target assets with the right qualitative characteristics to outperform their competitive set and deliver the services and quality each market demands. We also evaluate affluence, population density, and local supply to ensure durable demand, the ability to sustain and grow occupancy, and rate growth in excess of inflation. All of these factors, taken together, provide us with the opportunity to drive long-term NOI growth. We avoid assets at risk of functional obsolescence or in markets that cannot support sufficient multi-year NOI growth and consider these non-core to Sonida. Furthermore, as a scaled operator and owner of our real estate, we continually strive to increase the geographic density of our portfolio into regional clusters, allowing for efficient sharing of resources and market positioning.


Second, we pursue growth only where it creates shareholder value – and will not expand simply to increase scale. While we focus on the absolute return profile of an acquisition (as discussed below), we are equally focused on our cost of capital and investing in a manner that is accretive to free cash flow per share and net asset value per share. Our executive incentive plans are explicitly linked to sustained growth in free cash flow per share, underscoring management’s alignment with this objective. Our best investments stem from leveraging our unique platform and structure to generate alpha at the community level over the long-term. We invest at a meaningful discount to replacement cost and require low double-digit unlevered returns against our cost of capital. Those returns must be driven primarily by operational improvement, not cap rate compression. A deal that clears a return hurdle on an absolute basis but dilutes long-term per share value does not – and will not – meet our standard.


Lastly, as capital allocators, we are in the business of assessing risk-reward. As mentioned above, we have a dual requirement: achieving a targeted absolute unlevered return and an appropriate return relative to our cost of capital. As such, a favorable cost of capital expands our opportunity – it does not lower our return threshold or lead us to take undue risks with your and our capital.


Our preference is for non-stabilized assets, where we believe the market underprices operational execution. As an owner-operator, we control our own destiny once we acquire a community, and our turnaround playbook gives us a credible path to unlock value that others have not and likely cannot. That said, our framework is return-driven, not category-driven. We will pursue stabilized or well-occupied assets when the price, structure, and fit are right – and when doing so meets the same return thresholds we apply across the portfolio.


You are not short-term investors, and neither are we. We will make investments that are a drag on near-term earnings if the opportunity for long-term value creation, measured through our unlevered IRR framework, justifies it. We will prioritize long-term upside over short-term margins and metrics without hesitation when the opportunity set supports doing so.


Our portfolio is dynamic, not static. While we are philosophically long-term owners with a buy-and-hold orientation, we are not passive stewards of your and our capital. Every asset in our portfolio must earn its place. We are constantly evaluating the forward returns of each individual asset as well as that of the entire Company. When we recycle capital, we sell lower-growth assets to fund higher-quality, newer communities: transactions that will generate value by being accretive to our unlevered IRR over time. Through portfolio rationalization and optimization, we intend to maximize the portfolio value of the Company beyond the sum of its individual assets.


In addition to acquiring real estate assets, we provide a differentiated platform for senior housing operators looking to accelerate growth within a well-capitalized, scaled organization. This approach broadens our access to high-quality operators, enhances our talent base, and creates potential access to the high-quality real estate embedded within those businesses.


We are thoughtfully deploying capital within the current opportunity set while continuing to strengthen the balance sheet. Our near-term goal is to achieve leverage of mid-6x net debt to EBITDA. However, we intend to target an even lower leverage level over time that allows us to play offense through any future market volatility.


Our capital allocation framework – patient, disciplined, and long-term – is increasingly rare and increasingly valuable.


Looking Ahead


The senior living sector is at a favorable structural moment, and Sonida's differentiated operating model, disciplined capital allocation, and proprietary data systems position us to capitalize on this opportunity in an outsized way. We are now entering Phase 3, with the foundation in place and the business positioned to convert that foundation into sustained value creation. The opportunity set is asymmetric, and the team is ready. We are grateful for your partnership and are committed to earning your trust over time, through results that are measured in years rather than quarters.


Sincerely,


Brandon Ribar, Chief Executive Office, Sonida Senior Living

Michael Simanovsky, Chairman of the Board, Sonida Senior Living


About Sonida


Dallas-based Sonida Senior Living, Inc. is a leading owner, operator and investor in independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at our senior housing communities. As of March 11, 2026 and after giving effect to the completed merger with CNL Healthcare Properties, Inc. (“CHP”), the Company owns, manages or is invested in 165 senior housing communities with over 16,400 total units across 35 states, including 153 owned senior housing communities (inclusive of 54 managed by third-party property managers,15 leased pursuant to triple-net leases, four owned through joint venture investments in consolidated entities and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company manages on behalf of a third-party.


For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.


Cautionary Note Regarding Forward-Looking Statements


This release contains forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements that include the words “expect,” “will,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “could,” “should,” “anticipate” and similar statements of a future or forward-looking nature. The forward-looking statements are subject to certain risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, and also include the following: the Company’s ability to generate sufficient cash flows from operations, proceeds from equity issuances and debt financings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the Company’s acquisitions and capital improvement projects to expand, redevelop, and/or reposition its senior living communities; increased competition for, or a shortage of, skilled workers, including due to general labor market conditions, along with wage pressures resulting from such increased competition, low unemployment levels, use of contract labor, minimum wage increases and/or changes in immigration or overtime laws; elevated market interest rates that increase the cost of certain of our debt obligations; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures, in particular, the Company’s ability to refinance its bridge financing on the terms and within the timeline expected, or at all; the Company’s compliance with its debt agreements, including certain financial covenants and the risk of cross-default in the event such non-compliance occurs; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all, including the possibility that the expected benefits and the Company’s projections related to such acquisitions may not materialize as expected; litigation relating to the merger with CHP that has been or could be instituted against CHP, the Company and our respective directors; our ability to integrate our business with CHP successfully, and to achieve the anticipated benefits; the possibility that companies that the Company has acquired or may acquire (including CHP) could have undiscovered liabilities, or that companies or assets that the Company has acquired or may acquire (including CHP) could involve other unexpected costs or may strain the Company’s management capabilities; potential adverse reactions or changes to business relationships resulting from the merger with CHP; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to maintain internal controls over financial reporting; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as elevated labor costs due to shortages of medical and non-medical staff, competition in the labor market, increased costs of salaries, wages and benefits, and immigration laws, the consumer price index, commodity costs, fuel and other energy costs, supply chain disruptions, increased insurance costs, tariffs, elevated interest rates and tax rates; the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis; the Company’s ability to maintain the security and functionality of its information systems, to prevent a cybersecurity attack or breach, and to comply with applicable privacy and consumer protection laws, including HIPAA; and changes in accounting principles and interpretations. This list of factors is not intended to be exhaustive. Forward-looking statements only speak as of the date of this communication, and the Company does not assume any obligation to update any written or oral forward-looking statement made by either the Company or on its behalf as a result of new information, future events or other factors, except as required by law.


Important Additional Information and Where to Find It


On April 27, 2026, the Company filed a definitive proxy statement with the SEC on Schedule 14A, which contains important information concerning the matters to be voted upon at the Company’s 2026 Annual Meeting of Stockholders and should be read in conjunction with the statements included in this letter. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. You can obtain any of the documents that the Company files with the SEC, including the Company’s definitive proxy statement relating to the Company’s 2026 Annual Meeting of Stockholders, through the SEC’s website at www.sec.gov, and they are also available in the “Investor Relations” section of the Company’s website at www.sonidaseniorliving.com. Except to the extent specifically incorporated therein, information contained or referenced on the Company’s website is not incorporated by reference into, and does not form a part of, the Company’s proxy solicitation materials.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260428970409/en/
Investor Relations


Megan Caldwell

VP, Investor Relations

megan.caldwell@sonidaliving.com

ir@sonidaliving.com


Jason Finkelstein

jfinkelstein@sonidaliving.com


Original: Sonida Senior Living Publishes Letter to Shareholders in Connection with 2026 Annual Meeting

Sonida Senior Living Announces First Quarter Earnings Release Date and Conference CallApril 24, 2026 4:05 PM
Business Wire
Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), a leading owner, operator and investor in communities and services for seniors, announced today that it will issue its first quarter 2026 earnings results before the market opens for trading on Monday, May 11, 2026. The Company will then host a conference call and webcast to review its financial performance and operating results at 11:00 a.m. Eastern Time.


The dial-in number for the conference call is 833-461-5787 (or +1 585-542-9983 for international callers), and the meeting ID is 375340529. A live webcast can be accessed here. All participants are asked to register and connect 10 minutes prior to the start of the call/webcast to ensure connectivity.


A webcast replay will be available here and accessible for replay for 12 months.


About Sonida


Dallas-based Sonida Senior Living, Inc. is a leading owner, operator and investor in independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at our senior housing communities. As of March 11, 2026 and after giving effect to the completed merger with CNL Healthcare Properties, Inc., the Company owns, manages or is invested in 165 senior housing communities with over 16,400 total units across 35 states, including 153 owned senior housing communities (inclusive of 54 managed by third-party property managers, 15 leased pursuant to triple-net leases, four owned through joint venture investments in consolidated entities and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company manages on behalf of a third-party.


For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260424904677/en/
Investor Relations

Megan Caldwell

VP, Investor Relations

megan.caldwell@sonidaliving.com

ir@sonidaliving.com


Jason Finkelstein

jfinkelstein@sonidaliving.com


Original: Sonida Senior Living Announces First Quarter Earnings Release Date and Conference Call

Sonida Senior Living to Participate at Upcoming Investor Conferences in MayApril 23, 2026 8:15 AM
Business Wire
Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), a leading owner, operator and investor in senior living communities, announced today that Brandon Ribar, President & Chief Executive Officer, Kevin Detz, Chief Financial Officer and Max Levy, Chief Investment Officer, are scheduled to participate in upcoming investor conferences in May, highlighted by the following:


2026 Wells Fargo Real Estate Conference, May 6, at The Charleston Place in Charleston, SC



Ribar will participate in a senior housing panel discussion at 8:45 AM ET. The panel will be moderated by John Kilichowski, Executive Director of Equity Research at Wells Fargo.



2026 BMO Real Assets Conference, May 12, at InterContinental New York Barclay



Ribar will participate in a panel discussion, “Booming Senior Housing Opportunity…and Competition,” at 2:00 PM ET. The panel will be moderated by Michael Markidis, Canadian Real Estate Analyst, BMO Capital Markets.



2026 RBC Capital Markets Global Healthcare Conference, May 20, at InterContinental New York Barclay



Ribar will participate in a fireside chat with Ben Hendrix, RBC Healthcare Services and Managed Care Analyst, at 10:30 AM ET.



Management will be available for one-on-one meetings with institutional investors during the conferences. To schedule a meeting, please contact your bank representative.


About Sonida


Dallas-based Sonida Senior Living, Inc. is a leading owner, operator and investor in independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at our senior housing communities. As of March 11, 2026 and after giving effect to the completed merger with CNL Healthcare Properties, Inc., the Company owns, manages or is invested in 165 senior housing communities with over 16,400 total units across 35 states, including 153 owned senior housing communities (inclusive of 54 managed by third-party property managers, 15 leased pursuant to triple-net leases, four owned through joint venture investments in consolidated entities and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company manages on behalf of a third-party.


For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260423852061/en/
Investor Relations

Megan Caldwell

VP, Investor Relations

megan.caldwell@sonidaliving.com

ir@sonidaliving.com
Jason Finkelstein

jfinkelstein@sonidaliving.com


Original: Sonida Senior Living to Participate at Upcoming Investor Conferences in May

Sonida Senior Living, Inc. Announces Fourth Quarter and Full Year 2025 ResultsMarch 11, 2026 7:45 AM
Business Wire
Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA) a leading owner, operator and investor of senior housing communities, today announced its results for the fourth quarter and for the full year ended December 31, 2025.


“2025 was another defining year for Sonida, highlighted by significant growth in our acquisition portfolio and meaningful performance across our same-store communities,” said Brandon Ribar, President and CEO. “We delivered approximately 22% total portfolio NOI expansion, driven by consistent gains across occupancy and rate – a testament to the strength of our operating platform.


“Building on this momentum, the completion of our acquisition of CNL Healthcare Properties now positions Sonida as the eighth-largest owner of senior housing assets in the United States, with a combined portfolio of 153 high-quality communities. This transformative deal is a clear inflection point for Sonida, catalyzing immediate normalized FFO per share accretion and unlocking additional opportunity for long-term value creation.


“Looking ahead, the power of our fully integrated owner-operator model, our differentiated resident-first philosophy, and a backdrop of historically favorable senior housing fundamentals give us strong conviction in our ability to drive continued organic and inorganic growth in 2026 and beyond.”


Fourth Quarter and Full Year Highlights



Resident revenue increased $9.2 million, or 11.9%, comparing Q4 2025 to Q4 2024.



Weighted average occupancy for the Company’s owned same-store portfolio increased 90 basis points to 87.9% in Q4 2025 from 87.0% in Q4 20241.



Net loss attributable to Sonida stockholders for Q4 2025 was $29.8 million compared to $5.5 million for Q4 2024. This increase is due to transaction, transition and restructuring costs in connection with the CHP Merger (defined below) and impairment charges offset by gain on extinguishment of debt that did not reoccur.



2025 Adjusted EBITDA, a non-GAAP measure, was $53.8 million, as compared to $43.2 million in 2024, representing an increase of $10.6 million or 24.5%.2



Cash flows from operations totaled $24.4 million for the year ended December 31, 2025, which increased by $26.2 million year-over-year.



Results for the Company’s same-store portfolio2 of 55 communities were as follows:


Q4 2025 vs. Q4 2024:


Revenue Per Available Unit (“RevPAR”) increased 5.7% to $3,834.



Revenue Per Occupied Unit (“RevPOR”) increased 4.6% to $4,363.



Q4 2025 Community Net Operating Income, a non-GAAP measure, was $16.3 million compared to $15.3 million for Q4 2024, representing year-over-year growth of 6.5%. 2



Community Net Operating Income Margin, a non-GAAP measure, was 27.6% as compared to 27.3% for Q4 2024.2






Year-to-date 2025 vs. year-to-date 2024:


RevPAR increased 5.9% to $3,783.



RevPOR increased 4.8% to $4,330.



Community Net Operating Income, a non-GAAP measure, increased $4.8 million to $65.2 million, representing year-over-year growth of 8.0%.2



Community Net Operating Income Margin, a non-GAAP measure, was 27.9% as compared to 27.4% for year-to-date 2024.2











____________________








1 Please see “Definitions” on page 10 of this release for the definitions of Same-Store Portfolio, RevPAR, and RevPOR.








2 Please see pages 11-12 of this release for reconciliations of non-GAAP financial measures.







Recent Developments


On March 11, 2026, the Company completed the previously announced acquisition of CNL Healthcare Properties, Inc. (“CHP”), a public non-traded real estate investment trust which owns a national portfolio of 69 high-quality senior housing communities, pursuant to the definitive merger agreement (the “Merger Agreement”), by and among the Company, CHP and its affiliates (the “CHP Merger”). Under the terms of the Merger Agreement, the Company acquired 100% of the outstanding common stock of CHP in a stock and cash transaction valued at approximately $1.8 billion, with approximately 68% of the consideration paid in the form of newly issued Sonida Common Stock and 32% paid in cash. Specifically, each share of CHP common stock was converted into $2.32 in cash and 0.1318 shares of Sonida common stock, which was determined by dividing (a) $4.58 by (b) the volume weighted average price (“VWAP”) of Sonida common stock during a measurement period prior to closing of the transaction was $35.93 and subject to a collar of 15% below the transaction reference price for the Sonida common stock of $26.74 (the “Transaction Reference Price”) and 30% above the Transaction Reference Price.


On December 29, 2025, the Company amended and restated its revolving credit facility (as further amended on March 5, 2026, the “A&R Credit Agreement”) to, among other things, provide for permanent debt financing to fund a portion of the cash consideration necessary for the CHP Merger, which amendments were subject to and conditioned upon the consummation of the CHP Merger. The A&R Credit Agreement increased the available commitments under the revolving credit facility to $405 million, extended the maturity thereof to March 10, 2030, reduced the leverage-based pricing matrix to between Secured Overnight Financing Rate (“SOFR”) plus 1.35% margin and SOFR plus 2.00% margin, expanded the lenders, and effected certain other changes (the “New Revolving Credit Facility”). In addition, under the A&R Credit Agreement, the Company obtained commitments in the amount of $525 million of new term loans in two equal tranches (the “Term Loan Facility”). The Term Loan Facility is comprised of a three-year tranche that matures March 10, 2029 and a five-year tranche that matures March 10, 2031. The Term Loan Facility is subject to a leverage-based pricing matrix between SOFR plus 1.30% margin and SOFR plus 1.95% margin. The A&R Credit Agreement has a $320.0 million accordion feature to provide for future liquidity needs of the Company. The Company entered into a SOFR-based interest rate cap (“IRC”) to reduce exposure to the variable interest rate fluctuations associated with the Term Loan Facility. The IRC has a total cost of $0.6 million, an aggregate notional amount of $262.5 million, a 36-month term and an interest rate of 4.50%.


On March 10, 2026 (the “Funding Date”), the Company entered into a bridge loan agreement to provide for $270 million of bridge debt financing (the “Bridge Loan”) and incurred aggregate borrowings of $245 million under the New Revolving Credit Facility and $525 million under the Term Loan Facility. The proceeds of the Bridge Loan, together with the proceeds of the Term Loan Facility and the New Revolving Credit Facility, were used to fund a portion of the cash consideration paid to the holders of common stock of CHP pursuant to the Merger Agreement, to repay certain existing unsecured senior indebtedness of CHP, to pay certain fees and expenses incurred in connection with the foregoing, to refinance the borrowings under the Company’s existing revolving credit facility, and for general corporate purposes. The Bridge Loan will mature on the date that is 364 days after the Funding Date. The Bridge Loan is subject to a leverage-based pricing matrix between SOFR plus 1.35% margin and SOFR plus 2.00% margin; provided that the margin applicable to the Bridge Loan will increase by 0.25% on each date that is 90, 180 and 270 days after the Funding Date. The Company entered into a SOFR-based IRC to reduce exposure to the variable interest rate fluctuations associated with the Bridge Loan. The IRC has a total cost of $35 thousand, an aggregate notional amount of $270 million, a 12-month term and an interest rate of 4.25%. The Bridge Loan is expected to be replaced through property-level financing prior to its maturity.


In addition, to provide cash funding for the CHP Merger, entities affiliated with Conversant Capital, LLC and Silk Partners LP, two of the Company’s largest shareholders, funded an aggregate amount of $110 million in exchange for the issuance of 4,113,688 of Sonida Common Stock on March 11, 2026 in a private placement pursuant to Section 4(a)(2) of the Securities Act at a price per share equal to the Transaction Reference Price of $26.74, in accordance with certain investment agreements.


Unless otherwise specifically noted, the information in this earnings release does not reflect the closing of the CHP Merger, which occurred subsequent to December 31, 2025. Accordingly, unless otherwise specifically noted or the context otherwise requires, references to Sonida Senior Living, Inc. and its consolidated subsidiaries (“Sonida”, “we,” “our, “us” or the “Company”) refer only to Sonida Senior Living, Inc. and its consolidated subsidiaries prior to the CHP Merger. The post-Merger results of CHP will first be included in our consolidated financial information for the period ending March 31, 2026. We expect our 2026 results of operations to be materially impacted by the CHP Merger as a result of acquiring 69 senior-housing communities.


Results of Operations


Three months ended December 31, 2025 as compared to three months ended December 31, 2024


Revenues


Resident revenue for the three months ended December 31, 2025 was $86.3 million as compared to $77.1 million for the three months ended December 31, 2024, an increase of $9.2 million, or 11.9%. The increase in revenue was primarily due to increased occupancy, increased average rent rates, and 16 communities acquired in 2024 and 3 communities acquired in 2025 as compared to the prior period.


Expenses


Operating expenses for the three months ended December 31, 2025 were $66.2 million as compared to $59.2 million for the three months ended December 31, 2024, an increase of $7.0 million. The increase was attributable to an increase of $4.8 million in operating expenses related to the additional communities acquired during 2024 and 2025, and an increase of $2.2 million in operating expenses related to the remaining owned communities, driven by $1.5 million increases in labor and $0.7 million increases in other operating expenses.


General and administrative expenses for the three months ended December 31, 2025 were $11.1 million as compared to $8.9 million for the three months ended December 31, 2024, an increase of $2.2 million, or 24.7%. The increase primarily represents additional labor costs of $1.4 million incurred to support the Company’s 2024 and 2025 acquisitions, an increase in stock-based compensation of $0.3 million, and an increase in other expenses of $0.5 million.


Transaction, transition and restructuring costs were $9.0 million and $2.9 million for the three months ended December 31, 2025 and 2024, respectively. Costs for the three months ended December 31, 2025 include legal, audit, financing and other costs primarily to support the Company’s CHP Merger. Costs for the three months ended December 31, 2024 include $2.1 million for severance and $0.8 million in professional fees associated with non-recurring debt transactions.


During the three months ended December 31, 2025, the Company recorded non-cash impairment charges of $7.8 million to property and equipment, net, to adjust the carrying value of three communities based on their decreased cash flow estimates as a result of recurring net operating losses.


Gain on extinguishment of debt for the three months ended December 31, 2024 was $10.4 million, related to the derecognition of notes payable and accrued interest as a result of a loan purchase and discounted loan payoff with one of our lenders on two communities.


The Company reported a net loss of $30.1 million for the three months ended December 31, 2025 compared to $6.2 million for the three months ended December 31, 2024.


Year ended December 31, 2025 as compared to the year ended December 31, 2024


Revenues


Resident revenue for the year ended December 31, 2025 was $332.0 million as compared to $267.8 million for the year ended December 31, 2024, an increase of $64.2 million, or 24.0%. The increase in revenue was primarily due to increased occupancy, increased average rent rates, and an additional 16 communities acquired during 2024 and 3 communities acquired during 2025.


Expenses


Operating expenses for the year ended December 31, 2025 were $253.2 million as compared to $202.0 million for the year ended December 31, 2024, an increase of $51.2 million. The increase was primarily attributable to the increase in community labor costs of $27.0 million and an increase in other variable operating expenses of $12.8 million, as a result of 19 acquired consolidated communities during 2025 and 2024. The remaining increase was attributable to $7.2 million increase of community labor costs in remaining owned communities and $4.2 million of other operating expenses.


General and administrative expenses for the year ended December 31, 2025 were $39.9 million as compared to $34.1 million for year ended December 31, 2024, an increase of $5.8 million. The increase is primarily due to an increase in labor costs to support the Company's recent acquisitions.


Transaction, transition and restructuring costs were $16.2 million and $5.9 million for the year ended December 31, 2025 and 2024, respectively. Costs for the year ended December 31, 2025 include legal, audit, financing and other costs to support the Company’s CHP Merger, recent debt restructuring, and 2025 community acquisitions. Costs for the year ended December 31, 2024 include $2.1 million for severance and $3.8 million in legal, audit, financing and other costs to support the Company’s debt restructuring and 2024 community acquisitions.


During the year ended December 31, 2025, the Company recorded non-cash impairment charges of $12.5 million to property and equipment, net of which $4.7 million was to adjust the carrying value of a community classified as held for sale to its fair value, net of estimated disposal costs and $7.8 million was related to three owned communities with decreased cash flow estimates as a result of recurring net operating losses.


Gain on extinguishment of debt for the year ended December 31, 2024 was $48.5 million related to the derecognition of notes payable and accrued liabilities as a result of the 2024 loan purchase which was secured by seven of our communities and the discounted loan payoff with one of our lenders.


Other income (expense), net increased $8.4 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, which included $10.7 million recognized for gross employee retention credits (“ERC”) received from the Coronavirus Aid, Relief, and Economic Security Act funding for businesses that had certain employee costs and were affected by the coronavirus pandemic. This increase was offset by $2.3 million in transition costs of the communities related to the Company's recent acquisitions.


As a result of the foregoing factors, the Company reported net loss of $72.5 million for the year ended December 31, 2025, compared to net loss of $3.3 million for the year ended December 31, 2024.


Liquidity and Capital Resources


Cash flows


The table below presents a summary of the Company’s net cash provided by (used in) operating, investing, and financing activities (in thousands):




 






Years ended December 31,








 






 






2025






 






 






 






2024






 








Net cash provided by (used in) operating activities






$






24,364






 






 






$






(1,782






)








Net cash used in investing activities






 






(70,687






)






 






 






(208,923






)








Net cash provided by financing activities






 






37,508






 






 






 






232,042






 








Increase (decrease) in cash and cash equivalents






$






(8,815






)






 






$






21,337






 







In addition to $11.0 million of an unrestricted cash balance as of December 31, 2025, our future liquidity will depend in part upon our operating performance, which will be affected by prevailing economic conditions, and financial, business and other factors, some of which are beyond our control. Principal sources of liquidity are expected to be cash flows from operations, proceeds from our A&R Credit Agreement, proceeds from debt financings, refinancings or loan modifications, and proceeds from equity offerings. As of December 31, 2025, the Company had outstanding borrowings under its revolving credit facility of $95.1 million. These transactions are expected to provide additional financial flexibility to us and increase our liquidity position.


The Company, from time to time, considers and evaluates financial and capital raising transactions related to its portfolio, including debt financing and refinancings, purchases and sales of assets, equity offerings, and other transactions. There can be no assurance that the Company will continue to generate cash flows at or above current levels, or that the Company will be able to obtain the capital necessary to meet the Company’s short and long-term capital requirements, including refinancing the Bridge Loan prior to its maturity.


Recent changes in the current economic environment, and other future changes, could result in decreases in the fair value of assets, slowing of transactions, and the tightening of liquidity and credit markets. These impacts could make securing debt or refinancings for the Company or prospective buyers of the Company’s properties more difficult or on terms not acceptable to the Company. The Company’s actual liquidity and capital funding requirements depend on numerous factors, including its operating results, its capital expenditures for community investment, and general economic conditions, as well as other factors described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 11, 2026.


Conference Call Information


The Company will host a conference call with senior management to discuss the Company’s financial results for the fourth quarter and full year 2025, on Wednesday, March 11, 2026, at 4:30 p.m. Eastern Time. To participate, dial 800-715-9871, passcode 4619110. A link to the simultaneous webcast of the teleconference will be available at: https://events.q4inc.com/attendee/593093229. The webcast will be available for replay for 12 months.


For the convenience of the Company’s shareholders and the public, the conference call will be recorded and available for replay for 7 days following such call. To access the conference call replay, call 800-770-2030, passcode 4619110. A transcript of the call will be posted to the Investor Relations section of the Company’s website.


About the Company


Dallas-based Sonida Senior Living, Inc. is a leading owner, operator and investor in independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at our senior housing communities. As of December 31, 2025, the Company owned, managed or invested in 96 senior housing communities in 20 states with an aggregate capacity of approximately 10,150 residents, including 84 owned senior housing communities (inclusive of four owned through joint venture investments in consolidated entities and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company managed on behalf of a third-party. For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.


Safe Harbor


This release contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, to be filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, and also include the following: the Company’s ability to generate sufficient cash flows from operations, proceeds from equity issuances and debt financings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the Company’s acquisitions and capital improvement projects to expand, redevelop, and/or reposition its senior living communities; increased competition for, or a shortage of, skilled workers, including due to general labor market conditions, along with wage pressures resulting from such increased competition, low unemployment levels, use of contract labor, minimum wage increases and/or changes in immigration or overtime laws; elevated market interest rates that increase the cost of certain of our debt obligations; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures, in particular, the Company’s ability to refinance its Bridge Loan on the terms and within the timeline expected, or at all; the Company’s compliance with its debt agreements, including certain financial covenants and the risk of cross-default in the event such non-compliance occurs; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all, including the possibility that the expected benefits and the Company’s projections related to such acquisitions may not materialize as expected; litigation relating to the CHP Merger that has been or could be instituted against CHP, the Company and our respective directors; our ability to integrate our business with CHP successfully, and to achieve the anticipated benefits; the possibility that companies that the Company has acquired or may acquire (including CHP) could have undiscovered liabilities, or that companies or assets that the Company has acquired or may acquire (including CHP) could involve other unexpected costs or may strain the Company’s management capabilities; potential adverse reactions or changes to business relationships resulting from the CHP Merger; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to maintain internal controls over financial reporting; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as elevated labor costs due to shortages of medical and non-medical staff, competition in the labor market, increased costs of salaries, wages and benefits, and immigration laws, the consumer price index, commodity costs, fuel and other energy costs, supply chain disruptions, increased insurance costs, tariffs, elevated interest rates and tax rates; the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis; the Company’s ability to maintain the security and functionality of its information systems, to prevent a cybersecurity attack or breach, and to comply with applicable privacy and consumer protection laws, including HIPAA; and changes in accounting principles and interpretations.


For information about Sonida Senior Living, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.




SONIDA SENIOR LIVING, INC.




CONSOLIDATED STATEMENTS OF OPERATIONS




(in thousands, except per share data)










 



 






Quarters Ended December 31,






 






Years Ended December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2024






 








Revenues:






 






 






 






 






 






 






 








Resident revenue






$






86,260






 






 






$






77,053






 






 






$






331,957






 






 






$






267,849






 








Management fees






 






1,090






 






 






 






916






 






 






 






4,431






 






 






 






3,381






 








Managed community reimbursement revenue






 






10,305






 






 






 






13,962






 






 






 






44,753






 






 






 






33,096






 








Total revenues






 






97,655






 






 






 






91,931






 






 






 






381,141






 






 






 






304,326






 








Expenses:






 






 






 






 






 






 






 








Operating expense






 






66,239






 






 






 






59,225






 






 






 






253,221






 






 






 






202,015






 








General and administrative expense






 






11,121






 






 






 






8,903






 






 






 






39,851






 






 






 






34,123






 








Transaction, transition and restructuring costs






 






8,986






 






 






 






2,912






 






 






 






16,231






 






 






 






5,874






 








Depreciation and amortization expense






 






14,809






 






 






 






13,320






 






 






 






56,768






 






 






 






44,051






 








Long-lived asset impairment






 






7,792






 






 






 






—






 






 






 






12,525






 






 






 






—






 








Managed community reimbursement revenue






 






10,305






 






 






 






13,962






 






 






 






44,753






 






 






 






33,096






 








Total expenses






 






119,252






 






 






 






98,322






 






 






 






423,349






 






 






 






319,159






 








Other income (expense):






 






 






 






 






 






 






 








Interest income






 






481






 






 






 






302






 






 






 






2,103






 






 






 






1,681






 








Interest expense






 






(10,008






)






 






 






(9,596






)






 






 






(38,635






)






 






 






(36,990






)








Gain on extinguishment of debt, net






 






—






 






 






 






10,388






 






 






 






—






 






 






 






48,536






 








Loss from equity method investment






 






(283






)






 






 






(714






)






 






 






(1,370






)






 






 






(895






)








Other income (expense), net






 






1,337






 






 






 






(161






)






 






 






7,948






 






 






 






(540






)








Loss before provision for income taxes






 






(30,070






)






 






 






(6,172






)






 






 






(72,162






)






 






 






(3,041






)








Provision for income taxes






 






(76






)






 






 






(46






)






 






 






(330






)






 






 






(239






)








Net loss






 






(30,146






)






 






 






(6,218






)






 






 






(72,492






)






 






 






(3,280






)








Less: Net loss attributable to noncontrolling interests






 






370






 






 






 






714






 






 






 






1,713






 






 






 






1,221






 








Net loss attributable to Sonida shareholders






 






(29,776






)






 






 






(5,504






)






 






 






(70,779






)






 






 






(2,059






)








Dividends on Series A convertible preferred stock






 






(1,409






)






 






 






(1,409






)






 






 






(5,637






)






 






 






(2,818






)








Undeclared dividends on Series A convertible preferred






 






—






 






 






 






—






 






 






 






—






 






 






 






(2,707






)








Net loss attributable to common stockholders






$






(31,185






)






 






$






(6,913






)






 






$






(76,416






)






 






$






(7,584






)








 






 






 






 






 






 






 






 








Per share data:






 






 






 






 






 






 






 








Basic net loss per share






$






(1.72






)






 






$






(0.38






)






 






$






(4.22






)






 






$






(0.54






)








Diluted net loss per share






$






(1.72






)






 






$






(0.38






)






 






$






(4.22






)






 






$






(0.54






)








Weighted average common shares outstanding — basic






 






18,106






 






 






 






18,048






 






 






 






18,087






 






 






 






14,109






 








Weighted average common shares outstanding — diluted






 






18,106






 






 






 






18,048






 






 






 






18,087






 






 






 






14,109






 









SONIDA SENIOR LIVING, INC.




CONSOLIDATED BALANCE SHEET




(in thousands)










 



 






December 31,

2025






 






December 31,

2024








Assets:






 






 






 








Current assets:






 






 






 








Cash and cash equivalents






$






11,008






 






 






$






16,992






 








Restricted cash






 






19,264






 






 






 






22,095






 








Accounts receivable, net of allowance for credit losses of $2.6 million and $7.9 million, respectively






 






18,611






 






 






 






18,965






 








Prepaid expenses and other assets






 






6,373






 






 






 






4,634






 








Assets held for sale






 






9,453






 






 






 






—






 








Derivative assets






 






8






 






 






 






1,403






 








Deferred issuance costs






 






13,163






 






 






 






—






 








Total current assets






 






77,880






 






 






 






64,089






 








Property and equipment, net






 






736,188






 






 






 






739,884






 








Investment in unconsolidated entity






 






8,789






 






 






 






10,943






 








Intangible assets, net






 






19,743






 






 






 






24,526






 








Other assets, net






 






2,245






 






 






 






2,479






 








Total assets(a)






$






844,845






 






 






$






841,921






 








Liabilities:






 






 






 








Current liabilities:






 






 






 








Accounts payable






$






4,705






 






 






$






9,031






 








Accrued expenses






 






71,663






 






 






 






45,024






 








Current portion of debt, net of deferred loan costs






 






7,291






 






 






 






15,486






 








Deferred income






 






7,275






 






 






 






5,361






 








Federal and state income taxes payable






 






292






 






 






 






243






 








Liabilities held for sale






 






13,529






 






 






 






—






 








Other current liabilities






 






379






 






 






 






470






 








Total current liabilities






 






105,134






 






95,187






 






75,615






 








Long-term debt, net of deferred loan costs






 






682,450






 






 






 






635,904






 








Other long-term liabilities






 






1,006






 






 






 






793






 








Total liabilities(a)






 






788,590






 






 






 






712,312






 








Commitments and contingencies






 






 






 








Redeemable preferred stock:






 






 






 








Series A convertible preferred stock, $0.01 par value; 41 shares authorized, 41 shares issued and outstanding as of December 31, 2025 and 2024






 






51,249






 






 






 






51,249






 








Equity:






 






 






 








Sonida’s shareholders’ equity (deficit):






 






 






 








Preferred stock, $0.01 par value:






 






 






 








Authorized shares — 15,000 as of December 31, 2025 and 2024; none issued or outstanding, except Series A convertible preferred stock as noted above






 






—






 






 






 






—






 








Common stock, $0.01 par value:






 






 






 








Authorized shares — 30,000 as of December 31, 2025 and 2024; 18,770 and 18,992 shares issued and outstanding as of December 31, 2025 and 2024, respectively






 






188






 






 






 






190






 








Additional paid-in capital






 






490,804






 






 






 






491,819






 








Retained deficit






 






(491,003






)






 






 






(420,224






)








Total Sonida shareholders’ equity (deficit)






 






(11






)






 






 






71,785






 








Noncontrolling interest:






 






5,017






 






 






 






6,575






 








Total equity






 






5,006






 






 






 






78,360






 








Total liabilities, redeemable preferred stock and equity






$






844,845






 






 






$






841,921






 









(a) The consolidated balance sheets include the following amounts related to our consolidated Variable Interest Entity (VIE): $1.8 million and $5.0 million of Cash and cash equivalents; $2.0 million and $1.5 million of Restricted cash; $0.4 million and $0.3 million of Accounts receivable, net; $28.8 million and $27.8 million of Property and equipment, net; $2.8 million and $4.7 million of Intangible assets, net; $1.0 million and $5.4 million of Accounts payable; $0.7 million and $0.9 million of Accrued expenses; $0.3 million and $0.2 million of Deferred income; $21.5 million and $21.3 million of Debt, net of deferred loan costs; and $0.1 million and $0.2 million of Other long-term liabilities, in each case, as of December 31, 2025 and 2024, respectively.









Sonida Senior Living, Inc.




Consolidated Statements of Cash Flows








 



 






Years Ended December 31,








(In thousands)






 






2025






 






 






 






2024






 








Operating Activities






 






 






 








Net loss






$






(72,492






)






 






$






(3,280






)








Adjustments to reconcile net loss to net cash provided by (used in) operating activities:






 






 






 








Depreciation and amortization






 






56,768






 






 






 






44,051






 








Amortization of deferred loan costs






 






1,562






 






 






 






1,619






 








Loss on derivative instruments, net






 






1,069






 






 






 






3,950






 








Gain on sale of assets, net






 






—






 






 






 






(192






)








Long-lived asset impairment






 






12,525






 






 






 






—






 








Gain on extinguishment of debt






 






—






 






 






 






(48,536






)








Loss from equity method investment






 






1,370






 






 






 






895






 








Provision for credit losses






 






3,329






 






 






 






2,596






 








Non-cash stock-based compensation expense






 






5,049






 






 






 






4,369






 








Other non-cash items






 






364






 






 






 






(35






)








Changes in operating assets and liabilities:






 






 






 








Accounts receivable






 






(2,975






)






 






 






(13,543






)








Prepaid expenses and other assets






 






4,485






 






 






 






(156






)








Other assets, net






 






470






 






 






 






—






 








Accounts payable and accrued expenses






 






11,093






 






 






 






5,151






 








Federal and state income taxes payable






 






49






 






 






 






28






 








Deferred income






 






1,969






 






 






 






1,320






 








Customer deposits






 






(271






)






 






 






(19






)








Net cash provided by (used in) operating activities






 






24,364






 






 






 






(1,782






)








Investing Activities






 






 






 








Investments in unconsolidated entity






 






—






 






 






 






(22,409






)








Return of investment in unconsolidated entity






 






785






 






 






 






10,571






 








Acquisition of new communities






 






(38,188






)






 






 






(172,546






)








Capital expenditures






 






(33,284






)






 






 






(25,170






)








Proceeds from sale of assets






 






—






 






 






 






631






 








Net cash used in investing activities






 






(70,687






)






 






 






(208,923






)








Financing Activities






 






 






 








Proceeds from issuance of common stock, net of issuance costs






 






—






 






 






 






190,537






 








Proceeds from notes payable






 






18,082






 






 






 






56,040






 








Repayments of notes payable






 






(8,372






)






 






 






(72,026






)








Proceeds from revolving credit facility






 






49,550






 






 






 






68,705






 








Repayment of revolving credit facility






 






(14,500






)






 






 






(8,705






)








Capital contributions from noncontrolling investors in joint ventures






 






287






 






 






 






7,796






 








Distributions to noncontrolling investors in joint ventures






 






(132






)






 






 






—






 








Dividends paid on Series A convertible preferred stock






 






(5,637






)






 






 






(2,818






)








Deferred loan costs paid






 






(1,212






)






 






 






(3,726






)








Purchase of derivative assets






 






(129






)






 






 






(3,312






)








Other financing costs






 






(429






)






 






 






(449






)








Net cash provided by financing activities






 






37,508






 






 






 






232,042






 








Increase (decrease) in cash and cash equivalents






 






(8,815






)






 






 






21,337






 








Cash and cash equivalents and restricted cash at beginning of year






 






39,087






 






 






 






17,750






 








Cash and cash equivalents and restricted cash at end of year






$






30,272






 






 






$






39,087






 








Supplemental Disclosures






 






 






 








Cash paid during the year for:






 






 






 








Interest






$






37,290






 






 






$






33,359






 








Income taxes paid, net - Texas






$






277






 






 






$






220






 








Non-cash investing and financing activities:






 






 






 








Notes payable acquired through acquisitions






$






—






 






 






$






21,690






 








Undeclared dividends on Series A convertible preferred stock






$






—






 






 






$






2,707






 








Insurance financed through insurance notes payable






$






6,224






 






 






$






1,707






 








Non-cash additions of property and equipment






$






729






 






 






$






2,219






 








Non-cash right-of-use assets






$






643






 






 






$






—






 







DEFINITIONS


RevPAR, or average monthly revenue per available unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.


RevPOR, or average monthly revenue per occupied unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.


Same-Store Community Portfolio is defined by the Company as communities that are consolidated, wholly or partially owned, and operational for the full year in each year beginning as of January 1st of the prior year. Consolidated communities excluded from the same-store community portfolio include the Acquisition Community Portfolio, the Repositioning Portfolio, and certain communities that have experienced a casualty event that has significantly impacted their operations.


Acquisition Community Portfolio is defined by the Company as communities that are wholly or partially owned, acquired in the current year or prior comparison year, and are not operational in both comparison years. An operational community is defined as a community that has maintained its certificate of occupancy and has made at least 80% of its wholly owned or partially owned units available for five consecutive quarters.


Repositioning Portfolio is defined by the Company as communities that are wholly or partially owned, and have undergone or are undergoing strategic repositioning as a result of significant changes in the business model, care offerings, and/or capital re-investment plans, that in each case, have disrupted, or are expected to disrupt, normal course operations. These communities will be included in the Same-Store Community Portfolio once operating under normal course operating structures for the full year in each year beginning as of January 1st of the prior year.


NON-GAAP FINANCIAL MEASURES


This earnings release contains the financial measures (1) Net Operating Income, (2) Net Operating Income Margin, (3) Adjusted EBITDA, and (4) Same-store amounts for these metrics, each of which is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, or revenue. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP, which are included below.


The Company believes that presentation of Net Operating Income and Net Operating Income Margin as performance measures is useful to investors because such measures are some of the metrics used by the Company’s management to evaluate the performance of the Company’s owned portfolio of communities, to review the Company’s comparable historic and prospective core operating performance of the Company’s owned communities, and to make day-to-day operating decisions. The Company also believes that the presentation of such non-GAAP financial measures and Adjusted EBITDA is useful to investors because such measures provide an assessment of operational factors that management can impact in the short-term, primarily revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods.


Net Operating Income and Net Operating Income Margin have material limitations as performance measures, including the exclusion of general and administrative expenses that are necessary to operate the Company and oversee its communities. Furthermore, such non-GAAP financial measures and Adjusted EBITDA exclude (i) interest that is necessary to operate the Company’s business under its current financing and capital structure, and (ii) depreciation, amortization, and impairment charges that may represent the wear and tear and/or reduction in value of the Company’s communities and other assets and may be indicative of future needs for capital expenditures. The Company may also incur income/expense similar to those for which adjustments may be made and such income/expense may significantly affect the Company’s operating results.


Net Operating Income and Net Operating Income Margin


Net Operating Income and Net Operating Income Margin are non-GAAP performance measures that the Company defines as net income (loss) excluding: general and administrative expenses (inclusive of stock-based compensation expense), interest income, interest expense, other expense, provision for income taxes, management fees, and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include depreciation and amortization expense, long-lived asset impairment, gain on extinguishment of debt, loss from equity method investment, casualty loss, non-recurring settlement fees, income tax, and personal property tax. Net Operating Income Margin is calculated by dividing Net Operating Income by resident revenue. The Company presents these non-GAAP measures on a consolidated community and same-store community basis.


The following table presents a reconciliation of the Non-GAAP Financial Measures of Net Operating Income and Net Operating Income Margin, in each case, on a consolidated community and same-store community basis to the most directly comparable GAAP financial measure of net loss for the periods indicated:




(in thousands)






Three Months Ended

December 31,






 






Three Months

Ended

September 30,






 






Years Ended

December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2025






 






 






 






2024






 








Same-store community net operating income (1)






 






 






 






 






 






 






 






 






 








Net loss






$






(30,146






)






 






$






(6,218






)






 






$






(27,348






)






 






$






(72,492






)






 






$






(3,280






)








General and administrative expense






 






11,121






 






 






 






8,903






 






 






 






10,529






 






 






 






39,851






 






 






 






34,123






 








Transaction, transition and restructuring costs






 






8,986






 






 






 






2,912






 






 






 






6,174






 






 






 






16,231






 






 






 






5,874






 








Depreciation and amortization expense






 






14,809






 






 






 






13,320






 






 






 






14,627






 






 






 






56,768






 






 






 






44,051






 








Long-lived asset impairment






 






7,792






 






 






 






—






 






 






 






4,733






 






 






 






12,525






 






 






 






—






 








Interest income






 






(481






)






 






 






(302






)






 






 






(394






)






 






 






(2,103






)






 






 






(1,681






)








Interest expense






 






10,008






 






 






 






9,596






 






 






 






9,910






 






 






 






38,635






 






 






 






36,990






 








Gain on extinguishment of debt, net






 






—






 






 






 






(10,388






)






 






 






—






 






 






 






—






 






 






 






(48,536






)








Loss from equity method investment






 






283






 






 






 






714






 






 






 






374






 






 






 






1,370






 






 






 






895






 








Other (income) expense, net






 






(1,337






)






 






 






161






 






 






 






1,902






 






 






 






(7,948






)






 






 






540






 








Provision for income taxes






 






76






 






 






 






46






 






 






 






88






 






 






 






330






 






 






 






239






 








Management fees






 






(1,090






)






 






 






(916






)






 






 






(1,146






)






 






 






(4,431






)






 






 






(3,381






)








Other operating expenses (2)






 






1,323






 






 






 






1,220






 






 






 






1,315






 






 






 






4,749






 






 






 






2,834






 








Consolidated community net operating income






 






21,344






 






 






 






19,048






 






 






 






20,764






 






 






 






83,485






 






 






 






68,668






 








Net operating income for non same-store communities (1)






 






(5,047






)






 






 






(3,773






)






 






 






(4,677






)






 






 






(18,333






)






 






 






(8,319






)








Same-store community net operating income






 






16,297






 






 






 






15,275






 






 






 






16,087






 






 






 






65,152






 






 






 






60,349






 








Resident revenue






$






86,260






 






 






$






77,053






 






 






$






84,597






 






 






$






331,957






 






 






$






267,849






 








Resident revenue for non same-store communities (1)






 






27,143






 






 






 






21,014






 






 






 






25,669






 






 






 






98,150






 






 






 






47,409






 








Same-store community resident revenue






 






59,117






 






 






 






56,039






 






 






 






58,928






 






 






 






233,807






 






 






 






220,440






 








Same-store community net operating income margin






 






27.6






%






 






 






27.3






%






 






 






27.3






%






 






 






27.9






%






 






 






27.4






%









(1) Q4 2025 and Q3 2025 excludes 3 and 16 senior living consolidated communities acquired by the Company in 2025 and 2024, respectively and the 6 Repositioning Portfolio communities. Q4 2024 excludes 16 senior living consolidated communities acquired by the Company in 2024 and the 6 Repositioning Portfolio communities.








(2) Includes casualty loss, non-recurring settlement fees, income tax, and personal property tax.







ADJUSTED EBITDA (UNAUDITED)


Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: depreciation and amortization expense, interest income, interest expense, other expense/income, provision for income taxes; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include stock-based compensation expense, provision for credit losses, long-lived asset impairment, gain on extinguishment of debt, casualty losses, and transaction, transition and restructuring costs.


The following table presents a reconciliation of the Non-GAAP Financial Measures of Adjusted EBITDA to the most directly comparable GAAP financial measure of net loss for the periods indicated:




(In thousands)






Three Months Ended

December 31,






 






Three Months

Ended

September 30,






 






Years Ended

December 31,








 






 






2025






 






 






 






2024






 






 






 






2025






 






 






 






2025






 






 






 






2024






 








Adjusted EBITDA






 






 






 






 






 






 






 






 






 








Net loss






$






(30,146






)






 






$






(6,218






)






 






$






(27,348






)






 






$






(72,492






)






 






$






(3,280






)








Depreciation and amortization expense






 






14,809






 






 






 






13,320






 






 






 






14,627






 






 






 






56,768






 






 






 






44,051






 








Stock-based compensation expense






 






1,426






 






 






 






1,175






 






 






 






1,424






 






 






 






5,049






 






 






 






4,369






 








Provision for credit losses






 






1,062






 






 






 






1,086






 






 






 






827






 






 






 






3,329






 






 






 






2,596






 








Interest income






 






(481






)






 






 






(302






)






 






 






(394






)






 






 






(2,103






)






 






 






(1,681






)








Interest expense






 






10,008






 






 






 






9,596






 






 






 






9,910






 






 






 






38,635






 






 






 






36,990






 








Long-lived asset impairment






 






7,792






 






 






 






—






 






 






 






4,733






 






 






 






12,525






 






 






 






—






 








Gain on extinguishment of debt, net






 






—






 






 






 






(10,388






)






 






 






—






 






 






 






—






 






 






 






(48,536






)








Other (income) expense, net






 






(1,337






)






 






 






161






 






 






 






1,902






 






 






 






(7,948






)






 






 






540






 








Provision for income taxes






 






76






 






 






 






46






 






 






 






88






 






 






 






330






 






 






 






239






 








Casualty losses (1)






 






748






 






 






 






960






 






 






 






1,216






 






 






 






3,436






 






 






 






2,082






 








Transaction, transition and restructuring costs (2)






 






8,986






 






 






 






2,912






 






 






 






6,174






 






 






 






16,231






 






 






 






5,874






 








Adjusted EBITDA






$






12,943






 






 






$






12,348






 






 






$






13,159






 






 






$






53,760






 






 






$






43,244






 









(1) Casualty losses relate to non-recurring insured claims for unexpected events.








(2) Transaction, transition and restructuring costs relate to legal and professional fees incurred for transactions, restructuring projects, or related projects, including the CHP transaction.







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260311552026/en/
Investor Relations

Jason Finkelstein

Ignition IR

ir@sonidaliving.com


Original: Sonida Senior Living, Inc. Announces Fourth Quarter and Full Year 2025 Results