Other Events. As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2026, Sonida Senior Living, Inc. (the “Company”) completed its acquisition of CNL Healthcare Properties, Inc. (“CHP”) and its subsidiaries on March 11, 2026 pursuant to the definitive agreement and plan of merger dated as of November 4, 2025 (the “CHP Merger”). To provide its investors with additional information and for the purpose of incorporatin…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information in

Entry into a Material Definitive Agreement. On August 7, 2026, Sonida Senior Living, Inc. (the “Company”) entered into a senior secured term loan of $380.0 million (“2026 Ally Term Loan”) with Ally Bank (“Ally”) with a closing fee of 0.75%, or $2.85 million. The 2026 Ally Term Loan amends and restates the Company’s existing term loan agreement with Ally, dated as of August 7, 2025, as amended and restated. The 2026 Ally Term Loan allows for an initial term loan advance on the closing date of…

by reference. The issuance and sale of the Series B Preferred Stock were exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof.

Material Modification to Rights of Security Holders. Pursuant to the terms of the Exchange Agreement, on August 10, 2026, the Company filed the Certificates of Correction with the Delaware SOS to nullify and void both the Series A Certificate of Designation Amendment and the provisions of the March Certificate of Elimination relating to the elimination of the Series A Preferred Stock. Following the effectiveness of the two Certificates of Correction filings, the Company filed a Certificate of…

Results of Operations and Financial Condition. On August 10 , 2026 , Sonida Senior Living, Inc. (the “Company”) announced its financial results for the second quarter ended June 30, 2026 by issuing a press release. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1. The information being furnished under Item 2.02, Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of the Securities Exchange Act of 193…

Entry into a Material Definitive Agreement. As previously disclosed, on March 11, 2026, Sonida Senior Living, Inc., a Delaware corporation (the “Company”), entered into a Preferred Stock Conversion and Warrant Extension Agreement (the “Conversion and Extension Agreement”) with Conversant Dallas Parkway (A) LP, a Delaware limited partnership (“Conversant A”), and Conversant Dallas Parkway (B) LP, a Delaware limited partnership (“Conversant B” and, together with Conversant A, the “Investors”),…

Executive Vice President and Chief Operating Officer — Anton Nikodemus: The company hired a new Executive Vice President and Chief Operating Officer from an external position.

Entry into a Material Definitive Agreement. On May 18, 2026, Sonida Senior Living, Inc. (the “Company” ) entered into an equity distribution agreement (the “ Distribution Agreement ”) with (i) RBC Capital Markets, LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, R. Seelaus & Co., LLC and Wells Fargo Securities, LLC, each as sales agent and/or…

and Exhibit 99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing. The press release contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause a…

Termination of a Material Definitive Agreement. On May 8, 2026, Sonida Senior Living, Inc. (together with its subsidiaries, the “Company”) provided written notice to Mizuho Securities USA LLC (“ Mizuho ”) of its election to terminate the at-the-market issuance sales agreement, dated as of April 1, 2024, between the Company and Mizuho (“ Mizuho Sales Agreement ”). The termination of the Mizuho Sales Agreement is effective May 13, 2026. No early termination penalties were incurred by the Compan…

Other Events. On March 11, 2026, the Company filed a Current Report on Form 8-K in connection with the completion of its previously announced acquisition of CNL Healthcare Properties, Inc. (“CHP”) and its subsidiaries on March 11, 2026 pursuant to the definitive agreement and plan of merger dated as of November 4, 2025 (the “Merger Agreement”) (the “CHP Merger”). To provide its investors with additional information and for the purpose of incorporating by reference the exhibits filed herewith…

and Exhibit 99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing. The press release contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause a…

of the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2025 with respect to the Investor Rights Agreement, the Amended and Restated Registration Rights Agreement by and among the Company, Conversant Parties, Silk and PF Investors, LLC dated as of March 10, 2026, and the Investment Agreement by and between the Company and Silk dated as of November 4, 2025 is incorporated into this

Director — Shmuel S.Z. Lieberman: Mr. Lieberman resigned as an independent director, and Mr. Levinson was appointed to fill the vacancy.

by reference. All securities issued pursuant to the Investment Agreements were issued in an exempt transaction pursuant to Section 4(a)(2) of the Securities Act.

Entry into a Material Definitive Agreement. Preferred Stock Conversion and Warrant Extension Agreement and Amendment to Warrant Agreement On March 11, 2026, in order to induce the immediate full conversion of all of the outstanding shares of the Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Convertible Preferred Stock”), of Sonida Senior Living, Inc., a Delaware corporation (the “Company”), the Company entered into a Preferred Stock Conversion and Warrant Extensio…

Completion of Acquisition or Disposition of Assets As discussed in the Introductory Note, on the First Closing Date and the Second Closing Date, the Company completed its previously announced acquisition of CHP and its subsidiaries. Pursuant to the terms and conditions of the Merger Agreement, each share of CHP Common Stock issued and outstanding immediately prior to the First Merger Effective Time (other than shares held by SNDA, Holdco, SNDA Merger Sub, or any subsidiary of SNDA or wholly o…

Entry into a Material Definitive Agreement Bridge Loan Agreement On March 10, 2026 (the “ Funding Date ”), the Company entered into a bridge loan agreement, dated as of March 10, 2026 (the “ Bridge Loan Agreement ”), by and among the Company, as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto (the “ Bridge Lenders ”), Royal Bank of Canada, as administrative agent, and BMO Bank, N.A., as collateral agent, pursuant to which the Bridge Lender…

Results of Operations and Financial Condition. On March 11, 2 026, Sonida Senior Living, Inc. (the “Company”) announced its financial results for the fourth quarter and fiscal year ended December 31, 2025, by issuing a press release. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1. The information being furnished under Item 2.02, Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of the Securities…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure required by this item is included in

Director — Elliott R. Zibel, David W. Johnson, Noah R. Beren: Directors resigned as part of the Second Merger.

Material Modification to Rights of Security Holders. Pursuant to the terms of the Conversion and Extension Agreement, the Company filed a Certificate of Amendment to Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock Par Value $0.01 per share (the “Certificate of Designation” and such amendment, the “Certificate of Designation Amendment”) on March 11, 2026 with the Secretary of State of the State of Delaware, pursuant to which the Certificate of Designa…

The filing describes the grant of performance stock unit awards to certain key employees, including named executive officers.

Other Events As previously reported, on November 4, 2025, Sonida Senior Living, Inc. (“ SNDA ”), and CNL Healthcare Properties, Inc. (“ CHP ”), entered into an Agreement and Plan of Merger (as amended from time to time, the “ Merger Agreement ”), by and among SNDA, CHP, SSL Sparti LLC, a wholly owned subsidiary of SNDA (“ Holdco ”), SSL Sparti Property Holdings Inc., a wholly owned subsidiary of Holdco (f/k/a Sparti Merger Sub, Inc., “ SNDA Merger Sub ”), and CHP Merger Corp., a wholly owned…