Sonida Senior Living Inc.

04/10/2026 | Press release | Distributed by Public on 04/10/2026 16:33

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Cober Timothy
2. Issuer Name and Ticker or Trading Symbol
SONIDA SENIOR LIVING, INC. [SNDA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & Chief Accounting Officer
(Last) (First) (Middle)
14755 PRESTON ROAD, SUITE 810
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026
(Street)
DALLAS, TX 75254
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/09/2026 D 1,957(1) D $ 0 38,817 D(2)
Common Stock 03/09/2026 F 547(3) D $36.64 38,270 D(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Units (4) 02/23/2026 A 55,000 (4) (4) Common Stock 55,000 $ 0 55,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cober Timothy
14755 PRESTON ROAD
SUITE 810
DALLAS, TX 75254
SVP & Chief Accounting Officer

Signatures

/s/ Timothy Cober 04/09/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares of performance-based restricted stock that were previously reported as beneficially owned by the reporting person as of April 4, 2023, but were subsequently forfeited due to the Company only partially achieving the performance target with respect to such shares for fiscal 2025.
(2) Not included in this amount are 4,252 performance stock units ("PSUs") that are eligible to vest from 0% to 150% following the end of 2027. Vesting for the award is subject to the Issuer's (as defined below) achievement of certain financial goals and certification by the Compensation Committee.
(3) Represents shares that were withheld upon vesting of restricted stock to satisfy tax withholding obligations.
(4) Represents an award of PSUs representing a contingent right to receive one share of common stock, par value $0.01 per share ("Common Stock"), of Sonida Senior Living, Inc. (the "Issuer") per PSU, which is conditional upon the Issuer's stockholders approving an amendment to the 2019 Plan (as defined below) to increase the share reserve under the 2019 Plan and the closing of the Issuer's previously announced merger with CNL Healthcare Properties, Inc. Between 33% and 100% of the target number of PSUs granted, which were granted under the Sonida Senior Living, Inc. 2019 Omnibus Stock and Incentive Plan, as amended (the "2019 Plan"), are eligible to vest during a three-year period beginning on February 23, 2027 and ending on February 23, 2030 (the "Performance Period"), subject to a potential 30-day extension as set forth in the award agreement, based on the Issuer's Common Stock achieving specified prices per share during the Performance Period.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Sonida Senior Living Inc. published this content on April 10, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 10, 2026 at 22:33 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]