Sonida Senior Living (SNDA) for Former CNL Healthcare Holders

What you hold: Sonida's share count, rebuilt

Our page on what each CHP share became covers the NAV history, the collar and the tax forms. This page starts after the closing. The question a former CHP holder has now is about the company whose shares arrived: how many there are, who else holds them, and what can be sold.

The filings let you rebuild the share count step by step:

Former CHP holders received 22,902,649 of the 48,047,990 shares, or 47.7% (our arithmetic). That is a large block held by many small owners. The joint proxy statement/prospectus projected that former CHP holders would own between 50% and 60.5% on a fully diluted basis, depending on Sonida's price; the 47.7% above is a basic count at a later date, so the two are not the same measure and we have not forced them to match. Sonida's authorized common stock was raised from 30 million to 100 million shares on February 26, 2026 (10-Q), so more shares can be issued without a new vote on authorized shares.

One more price in the record: the investors in the March 11 private placement paid $26.74 a share, the “Transaction Reference Price” in the merger agreement, while Sonida's accounting values the stock you received at $33.70. Per 1,000 CHP shares you received $2,320 in cash and 131.8 SNDA shares, which Sonida booked at $4,441.66 (our arithmetic). What those shares are worth today is the market price on the day you look, not a number in a filing.

Whose shares are registered for resale

A former CHP holder who finds a prospectus for 18.7 million Sonida shares could fairly read it as a warning about their own shares. The document says otherwise.

The prospectus lists how the sellers got their shares: the November 2021 financing and public rights offering, private placements under a June 29, 2023 equity commitment agreement, private placements on February 1 and March 22, 2024, an underwritten offering that closed on August 19, 2024, open-market purchases in October 2024 and January 2025, private placements that closed on March 11, 2026, and the Series B conversion on August 10, 2026. Shares received in exchange for CHP stock are not in that list, and the shares are registered under a registration rights agreement among Sonida and Conversant entities, Silk Partners, LP and PF Investors, LLC, dated March 10, 2026. The prospectus states: “We will not receive any of the proceeds from the sale by the Selling Stockholders of the common stock hereunder.”

Who holds what, from the August 24 supplement and the Schedule 13D amendment of August 25, 2026:

Read the table as supply that is allowed to reach the market, not as supply that will. The prospectus lets the sellers sell “from time to time”; the August 24 supplement adds that “certain of the Selling Stockholders listed below have sold a portion of their shares of common stock registered thereunder,” without saying how many. The Schedule 13D amendment of August 25 says Conversant Capital has “an ongoing interest in the proceeds of the sale of distributed shares” of one of the recipients, subject to a hurdle rate. Nothing in these filings gives a schedule, a price or a lock-up end date.

The company is also a source of new shares. Its at-the-market program is for up to $250.0 million of stock; after June 30, 2026 it sold 671,732 shares at a weighted average of $41.05 for $27.3 million in net proceeds (10-Q, Note 18). The last market prices printed in the filings were $39.15 (August 14, 2026) and $39.56 (August 21, 2026), both from the prospectus covers.

The $32 conversion price, done twice

The preferred stock held by two Conversant funds is the line a former CHP holder is least likely to have read, and the one that moved most during the summer. The premise that the Series A conversion was a new August event is wrong; the August 8-K repeats March terms in a new wrapper.

The 8-K says the August exchange was done “without conceding the validity of such claims or any wrongdoing whatsoever.” For you, the useful numbers are these. At the original $40.00 price the same preferred stock would have converted into 1,281,205 shares (the sum of the two funds' Form 4/A lines); at $32.00 it converted into 1,601,505, which is 320,300 more shares, a 25.0% increase, equal to about 0.67% of the August 7 share count (our arithmetic). Sonida also recorded a $19.1 million deemed dividend on the induced conversion in the first half of 2026 (10-Q). The conversion ended the preferred stock's 11% dividend; in the six months to June 30, 2026 the dividends on it were $1.1 million against $2.8 million a year earlier.

The warrants: 1,031,250 at $40

Each warrant, issued November 3, 2021, buys one common share at $40.00. The 10-Q states that the warrants held by the Conversant investors had an expiration of November 3, 2026 and that on March 11, 2026 the date was extended to November 3, 2027. Any data page that still shows November 3, 2026 is out of date. Conversant Fund A holds 968,538 and Fund B holds 62,712.

Whether the warrants are exercised is the holders' decision and depends on the share price before November 3, 2027; the filings are silent on intent, and we make no forecast. The point for a former CHP holder is mechanical: the warrants are shares that exist only on paper today, they are registered for resale, and they sit on top of the 17.7 million held shares already registered.

The term loan and the debt Sonida carries

Sonida paid for CHP with cash from new debt: $525.0 million of term loans in two tranches (due March 10, 2029 and March 10, 2031), a $270.0 million 364-day bridge facility, and a revolver expanded to $455.0 million, alongside the $110.0 million private placement. The 10-Q shows what that did to the balance sheet:

Debt rose by $890.3 million in six months (our arithmetic). On August 7, 2026 Sonida signed the Second Amended and Restated Term Loan Agreement with Ally Bank, filed in the 8-K of August 13: $380.0 million with a 0.75% closing fee ($2.85 million), an initial advance of $372.5 million on 28 communities (19 under the old Ally loan and 9 acquired from CHP), a further $7.5 million available if debt yield and coverage tests are met, a five-year term with two 12-month extension options, interest only, at one-month SOFR plus 1.85%. The 10-Q says the proceeds repaid the $122.0 million Ally loan (due August 7, 2028) and the $170.0 million bridge facility (due March 9, 2027), and paid down $70 million of the revolver.

The effect on when the principal falls due, using the June 30 schedule from the 10-Q and the August 7 transactions (our arithmetic; it ignores every payment, draw and equity sale after June 30):

The refinancing moved $292.0 million of 2027 and 2028 maturities out to 2031 and $70 million of revolver out of the way, and it added $10.5 million of net borrowing. The single biggest year is now 2029, at $683.0 million, which includes the three-year term loan tranche due March 10, 2029 and, by our reading, the Fannie Mae loans on 18 communities whose maturity the 10-Q says was extended to January 1, 2029. Sonida hedged part of the floating-rate exposure: a 4.50% SOFR cap on $262.5 million of notional and a swap at a fixed 4.105% on $287.5 million (10-Q).

How the business is carrying it, second quarter 2026 against the second quarter of 2025: total revenues $207.6 million against $93.5 million; Adjusted EBITDA (a non-GAAP measure the 10-Q defines) $48.8 million against $14.1 million; interest expense $22.5 million against $9.3 million; net loss $24.7 million against $2.0 million. In the first half, transaction, transition and restructuring costs were $30.9 million, net loss was $66.2 million and operating activities used $27.2 million of cash. The company had $48.7 million of cash at June 30 and 164 communities owned, managed or invested in, in 35 states. The quarterly Adjusted EBITDA covers the quarterly interest expense about 2.2 times (our arithmetic). Half-year comparisons are distorted because CHP's communities were included only from March 11.

What changed in your income and your vote

• Distributions stopped. CHP's proxy materials allowed a regular quarterly dividend of up to $0.0256 a CHP share. That is $102.40 a year per 1,000 CHP shares if paid in all four quarters (our arithmetic). Sonida's 10-K says “we do not presently have plans to pay dividends on our common stock” and that the board's policy is to retain future earnings.
• You can vote. Sonida's annual meeting was held on June 11, 2026, and each of the three directors elected received between 27.6 million and 27.9 million votes for (8-K, Item 5.07). The board adopted amended and restated bylaws on October 2, 2026, which require nomination and proposal notices between 90 and 120 days before the anniversary of the prior year's annual meeting. If the 2027 meeting follows the June 11 pattern, that window would run from about February 11 to March 13, 2027 (our arithmetic).
• Who controls it. Conversant Capital's managing member was appointed Chairperson of the board at the closing (8-K, Item 5.02; 424B7), and Conversant holds 29.5% including warrants. Former CHP holders as a group hold 47.7% but are individual accounts with no common position.

What a reader can do with this

This is general information, not advice on whether to keep, sell or buy any security.

1. Read your own statement first. Shares not held at a broker sit with the transfer agent in book-entry form. Count your SNDA shares against the 0.1318 ratio and the cash fractional payment.
2. Separate three supplies. Your shares (22.9 million issued in March, registered on Form S-4 for holders of CHP stock), the registered sellers' shares (17.7 million held plus 1.03 million warrant shares) and new shares from the company's at-the-market program. The filings tell you the sizes, not the timing.
3. Check the filings that move the numbers. A new 424B7 supplement changes who is a registered seller; a Form 4 or Schedule 13D amendment shows Conversant's holdings; the 10-Q cover shows the share count.
4. Keep your tax paperwork. The CHP merger tax treatment, the 2026 Form 1099-DIV and the cost-basis form are on our CHP page. Your basis in SNDA shares starts from the merger values on that form, not from the price you paid for CHP.
5. Compare with other exits. Listed shares that come out of a non-traded REIT exit often trade at a different level from the NAV they replaced; our read of what non-traded REITs fetch when they list and tender offers shows the pattern, and what happened to CNL's other public REITs shows how earlier CNL exits paid out.

Dates to watch

FAQ

All figures are from SEC filings read on EDGAR on October 27, 2026. Sonida Senior Living, Inc. (CIK 1043000): Form 10-Q for the quarter ended June 30, 2026 (0001043000-26-000032); Form 10-K for 2025 (0001043000-26-000009); Forms 8-K of March 11, 2026 (closing, 0001193125-26-101103; preferred conversion and warrant extension, 0001193125-26-102271), June 12, 2026 (0001193125-26-268586), August 10, 2026 (Exchange Agreement, 0001193125-26-342676), August 13, 2026 (Ally term loan, 0001193125-26-347968) and October 7, 2026 (bylaws, 0001193125-26-417059); Form S-3ASR of June 11, 2026 (0001193125-26-267716); post-effective amendment POSASR of August 17, 2026 (0001193125-26-354233); prospectus supplement 424B7 of August 24, 2026 (0001193125-26-363622); joint proxy statement/prospectus 424B3 of January 2026 (0001193125-26-003544); Form 4/A of September 4, 2026 (0000895345-26-000401); and the Schedule 13D amendment of August 25, 2026 (0000895345-26-000375). Percentages of shares outstanding, share-count roll-forwards, the pro forma maturity table and per-1,000-share figures are our arithmetic. This is analysis of public documents, not investment, legal or tax advice.