Sonida Senior Living Announces Third Quarter 2025 Results (Form 8-K)

Sonida Senior Living Announces Third Quarter 2025 Results

DALLAS, Texas - November 10, 2025 - 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 third quarter ended September 30, 2025.

"In the third quarter, total portfolio community NOI grew approximately 21%, driven by solid rent growth and strong results in the acquisition portfolio," said Brandon Ribar, President and CEO. "In the same-store portfolio, occupancy achieved its highest levels post-Covid at 87.7%, with end of October spot occupancy reaching 89.0%. Execution on our acquisition strategy continued in September with the addition of a high-quality senior housing community in the Dallas-Fort Worth market, bringing Sonida's total portfolio to 21 assets in Texas, furthering regional densification. We made our most significant step to date in executing our inorganic growth strategy, with the recently announced strategic merger with CNL Healthcare Properties, Inc., which is expected to close late in the first quarter or early in the second quarter of 2026. This transaction represents an inflection point in our pursuit of growing a best-in-class owner-operator platform with significant value creation to shareholders. Finally, I would like to acknowledge the entire Sonida team for their tireless work, not only on their tremendous execution, but in keeping the care and services provided to our residents as our guiding light."

Third Quarter and Other 2025 Highlights

•Resident revenue increased $17.6 million, or 26.3%, comparing Q3 2025 to Q3 2024.

•Weighted average occupancy for the Company's same-store portfolio increased 90 basis points to 87.7% in Q3 2025 from 86.8% in Q2 20251.

•Net loss attributable to Sonida shareholders for Q3 2025 was $26.9 million, as compared to net loss attributable to Sonida shareholders $13.8 million in Q3 2024.

•Q3 2025 Adjusted EBITDA, a non-GAAP measure, was $13.2 million, as compared to $10.1 million in Q3 2024, representing an increase of $3.1 million, or 30.7%, year-over-year.

•Cash flows from operations totaled $24.8 million for the nine months ended September 30, 2025, which increased by $23.4 million year-over-year.

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

◦Q3 2025 vs. Q3 2024:

▪Revenue Per Available Unit ("RevPAR") increased 5.4% to $3,817.

▪Revenue Per Occupied Unit ("RevPOR") increased 4.7% to $4,353.

▪Q3 2025 Community Net Operating Income, a non-GAAP measure, increased $0.4 million to $16.1 million, representing an increase of 2.5%.2

▪Community Net Operating Income Margin, a non-GAAP measure, was 27.3% as compared to 28.0% for Q3 2024.2

◦Q3 2025 vs. Q2 2025:

▪RevPAR increased 80 basis points to $3,817.

▪RevPOR decreased 20 basis points to $4,353.

▪Community Net Operating Income, a non-GAAP measure, decreased $0.6 million to $16.1 million.2

▪Community Net Operating Income Margin, a non-GAAP measure, was 27.3% as compared to 28.6% for Q2 2025.2

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

•RevPAR increased 6.0% to $3,766.

•RevPOR increased 4.9% to $4,319.

•Community Net Operating Income, a non-GAAP measure, increased $3.8 million, or 8.4% to $48.9 million.2

•Community Net Operating Income Margin, a non-GAAP measure, was 28.0% as compared to 27.4% for year-to-date Q3 2024.2

•In September 2025, the Company acquired one senior housing community (98 units) located in Texas.

•In August 2025, the Company entered into a senior secured term loan of $137.0 million ("2025 Ally Term Loan") with Ally Bank which provided an initial term loan advance on the closing date of $122.0 million on 19 communities. Two additional draws of $7.5 million each will become available subject to achieving certain debt yields and debt service coverages ratios. The 2025 Ally Term Loan has a 36-month maturity date (with two one-year extensions) and a variable interest rate of one-month SOFR plus a 2.65% margin (subject to a performance-based stepdown to a 2.45% margin).

Subsequent Event Highlights - Strategic Merger Agreement with CNL Healthcare

•On November 4, 2025, the Company entered into a definitive agreement and plan of merger (the "Merger Agreement") with CNL Healthcare Properties, Inc., ("CHP") and its affiliates, a public non-traded real estate investment trust which owns a national portfolio of 69 high-quality senior housing communities. Under the terms of the Merger Agreement, Sonida will acquire 100% of the outstanding common stock of CHP in a stock and cash transaction valued at approximately $1.8 billion, which equates to $6.90 per share of CHP, with approximately 66% of the consideration expected to be in the form of newly issued Sonida common stock and 34% in cash. Specifically, each share of CHP common stock will be converted into $2.32 in cash and a number of shares of Sonida common stock, 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 and subject to a collar of 15% below the reference price ($22.73) and 30% above the reference price ($34.76). The merger currently is expected to close late in the first quarter or early in the second quarter of 2026, subject to customary closing conditions, including the approval of both Sonida and CHP shareholders.

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1 Please see "Definitions" on page 9 of this release for the definitions of Same-Store Portfolio, RevPAR, and RevPOR.

2 Please see pages 9-11 of this release for reconciliations of non-GAAP financial measures.

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SONIDA SENIOR LIVING, INC.

SUMMARY OF CONSOLIDATED FINANCIAL RESULTS

THREE MONTHS ENDED SEPTEMBER 30, 2025

(in thousands)

Results of Operations

Three months ended September 30, 2025 as compared to three months ended September 30, 2024

Revenues

Resident revenue for the three months ended September 30, 2025 was $84.6 million as compared to $67.0 million for the three months ended September 30, 2024, representing an increase of $17.6 million, or 26.3%. The increase in revenue was primarily due to increased average rent rates, increased occupancy, and 19 additional operating communities acquired in 2024 and 2025.

Expenses

Operating expenses for the three months ended September 30, 2025 were $65.1 million as compared to $50.5 million for the three months ended September 30, 2024, representing an increase of $14.6 million, or 28.9%. The increase was attributable to an increase of $11.0 million in operating expenses related to the 19 additional communities acquired during 2024 and 2025, and an increase of $3.6 million in operating expenses related to the remaining owned communities, driven by $2.1 million increases in labor, $0.8 million in casualty gain, and $0.7 million increases in other operating expenses.

General and administrative expenses for the three months ended September 30, 2025 were $10.5 million as compared to $9.7 million for the three months ended September 30, 2024, representing an increase of $0.8 million. The increase was primarily a result of an increase in labor and employee-related expenses of $1.2 million to support the Company's growth initiatives, offset by a decrease of $0.2 million for legal and professional fees and $0.2 million in other expenses.

Transaction, transition and restructuring costs were $6.2 million and $2.1 million for the three months ended September 30, 2025 and 2024, respectively. The costs include legal, audit, banking and other costs to support the Company's recent debt, restructuring, investments by the Company, and the CHP transaction.

During the three months ended September 30, 2025, the Company recorded non-cash impairment charges of $4.7 million to property and equipment, net, to adjust the carrying value of a community classified as held for sale to its estimated fair value, less estimated disposal costs.

Interest expense for the three months ended September 30, 2025 was $9.9 million as compared to $9.8 million for the three months ended September 30, 2024, representing an increase of $0.1 million, which was primarily due to the incremental borrowings associated with the Company's recent community acquisitions, partially offset by a decrease in the Company's SOFR-based variable rate debt.

Other expense for the three months ended September 30, 2025 increased $1.7 million over the three months ended September 30, 2024, primarily due to $1.5 million of costs related to the Company's recent acquisitions, $0.3 million of debt restructuring and other expenses related to our Ally loan modification, and $0.2 million in other expense. Partially offsetting these expenses was $0.3 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 $26.9 million and $13.8 million for the three months ended September 30, 2025 and September 30, 2024, respectively.

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Liquidity and Capital Resources

Credit Facility

During 2024, the Company entered into a credit agreement with BMO Bank, N.A. and Royal Bank of Canada for a senior secured revolving credit facility (the "Credit Facility"). The Credit Facility has a borrowing capacity of up to $150.0 million, a term of three years, a leverage-based pricing matrix ranging between SOFR plus 2.10% margin and SOFR plus 2.60% margin and is fully recourse to Sonida and its applicable subsidiaries. The borrowing base by which borrowing availability under the Credit Facility is generally based upon the value of the senior living communities that secure the Company's obligations under the Credit Facility. As of September 30, 2025, $86.1 million of borrowings were outstanding under the Credit Facility at a weighted average interest rate of 6.9%, which was secured by 14 of the Company's senior living communities. As of September 30, 2025, the Company had availability of $40.9 million under the Credit Facility.

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):

			Nine Months Ended September 30,
			2025						2024						Change
Net cash provided by operating activities			$	24,764					$	1,355					$	23,409
Net cash used in investing activities			(61,973)						(154,126)						92,153
Net cash provided by financing activities			34,042						178,809						(144,767)
Increase (decrease) in cash and cash equivalents			$	(3,167)					$	26,038					$	(29,205)

In addition to $17.0 million of unrestricted cash as of September 30, 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 equity offerings, including sales of common stock under our ATM Sales Agreement (as defined below), borrowings under our Credit Facility, proceeds from debt, proceeds from debt refinancings or loan modifications, and proceeds from the sale of owned assets. During 2024, the Company entered into the At-the-Market Issuance Sales Agreement (the "ATM Sales Agreement"), whereby the Company may sell, at its option and subject to market conditions, shares of its common stock up to an aggregate offering price of $75.0 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.

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, 2024, filed with the SEC on March 17, 2025.

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 September 30, 2025 on Monday November 10, 2025, at 11:00 a.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/913982830. The webcast will be available for replay for 12 months.

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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 September 30, 2025, the Company owned, managed or invested in 97 senior housing communities in 20 states with an aggregate capacity of approximately 10,250 residents, including 84 owned senior housing communities (including four owned through joint venture investments in consolidated entities and four owned through a joint venture investment in an unconsolidated entity) and 13 communities that the Company managed on behalf of a third-party.