SONIDA SENIOR LIVING, INC.

Except as set forth below, there have been no material changes to the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

The following risk factors have been added:

Risks Related to Our Pending Acquisition of CNL Healthcare Properties, Inc. (“CHP” and, such acquisition, the “Acquisition”)

The Acquisition may not be completed in a timely manner or at all, and the Merger Agreement may be terminated in accordance with its terms.

On November 5, 2025, we announced that we had entered into a definitive agreement and plan of merger by and among Sonida, CHP, SSL Sparti LLC, Sparti Merger Sub, Inc., and CHP Merger Corp., dated as of November 4, 2025 (the “Merger Agreement”) to acquire CHP. Pursuant to the Merger Agreement, the Acquisition is subject to certain customary closing conditions, some of which are beyond our control, including (a) the receipt of certain regulatory consents, approvals and authorizations from governmental entities, (b) receipt of both Company and CHP shareholder approval, (c) receipt of an opinion relating to the REIT qualification of CHP, and (d) subject to certain exceptions, the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Merger Agreement. These conditions may not be satisfied or waived in a timely manner or at all, and, accordingly, the Acquisition may be delayed or may not be completed. We may experience delays and challenges in meeting the requirements necessary to complete the Acquisition, and there is no certainty that closing will occur as expected, or at all.

In addition, either the Company or CHP may terminate the Merger Agreement based on the customary termination rights for each party included therein. The Company will be required to pay CHP a termination fee of $30.0 million if the Agreement is terminated by CHP under certain circumstances, including by reason of a breach by the Company.

The number of shares of our common stock that we will issue to former CHP shareholders in the Acquisition is based on a formula and is uncertain.

The number of shares issuable to CHP shareholders in the Transaction is uncertain. Each share of common stock of CHP will be cancelled and converted into the right to receive (in addition to $2.32 in cash) the number of shares of Sonida Common Stock equal to $4.58, divided by the volume weighted average trading price (“VWAP”) of our shares during a measurement period prior to closing of the Acquisition, with the greatest number of shares to be issuable if the VWAP of our shares is $22.73 or less during the relevant measurement period and the lowest number of shares to be issuable if the VWAP of our shares is $34.76 or more during the relevant measurement period. Because the total number of shares issuable to CHP shareholders depends on the VWAP of our shares during the relevant measurement period prior to closing, we do not know the exact number of shares of our common stock that we will be required to issue to CHP shareholders in the Acquisition. The market price of our shares fluctuated prior to and after the date of the announcement of the Merger Agreement and has and will continue to fluctuate from the date of this Quarterly Report on Form 10-Q through the relevant measurement period. It is impossible to accurately predict the market price of our shares and, therefore, impossible to accurately predict the number of our shares that we will issue to the CHP shareholders in the Acquisition. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in our business, results of operations, financial condition and prospects, market assessments of the likelihood that the Acquisition will be completed, interest rates and other factors generally affecting the price of our common stock and the timing of the Acquisition. Many of these factors are beyond our control. In addition, the market price of our shares may decline as a result of the Acquisition.

The announcement of the Acquisition may adversely affect our business, financial conditions, operations, stock price and market value.

The announcement and pendency of the Acquisition may disrupt our operations by diverting management attention and resources, creating uncertainty among employees, residents, suppliers, operators and other partners, and delaying certain business decisions. If the Acquisition is not completed, we will have incurred significant costs, including fees to advisors and the diversion of management time, without realizing the expected benefits and the price of our common stock may decline and could fluctuate significantly. We may also face adverse market reactions, challenges in retaining employees and maintaining relationships with business partners, and negative impacts on our market position and ability to execute strategic initiatives. In addition, under specified circumstances, we may be required to pay CHP a termination fee, as discussed above. Any of these developments could adversely impact our business, financial condition, stock price, result of operations and market value.

Integration challenges may limit our ability to achieve anticipated benefits of the Acquisition.

After the Acquisition is completed, we may face difficulties combining CHP’s business and operations with our own. Integration could lead to loss of key employees, residents, suppliers, operators or other business relationships, and may disrupt ongoing operations. We may also encounter inconsistencies in standards, controls, and policies, as well as unforeseen liabilities, expenses or regulatory requirements. The integration process could involve higher costs than anticipated or take longer than expected, and it may divert management’s focus and resources away from our existing business. Any such challenges, delays or increased costs could prevent us from realizing the anticipated benefits of the Acquisition and could adversely affect our revenues, expenses, financial condition and results of operations.

The obligations and liabilities of CHP, some of which may be unanticipated or unknown, may be greater than we have anticipated, which may diminish the value of CHP to us.

CHP’s obligations and liabilities, some of which may not have been disclosed to us or may not be reflected or reserved for in CHP’s financial statements, may be greater than we have anticipated, although we are not obligated to close the Transaction if CHP suffers a material adverse change as described in the Merger Agreement. The obligations and liabilities of CHP could have a material adverse effect on CHP’s business or CHP’s value to us or on our business, results of operations or financial condition. We are not entitled to indemnification by CHP. In the event that we are responsible for liabilities substantially in excess of any amounts recovered through any applicable insurance or alternative remedies that might be available to us, we could suffer severe consequences that materially and adversely affect our business, results of operations or financial condition.

During the pendency of the Acquisition, we may not be able to enter into a strategic transaction with another party on more favorable terms because of restrictions in the Acquisition Agreement, which could adversely affect our business prospects.

Covenants in the Merger Agreement may impede our ability to make acquisitions during the pendency of the Acquisition, subject to specified exceptions. As a result, if the Acquisition is not completed, we may be at a disadvantage to our competitors during that period.

Following the Acquisition, our current shareholders will have a significantly lower percentage ownership and voting interest in us than they currently have in the Company and will exercise less influence over management and policies of the Company.

To the extent the interests of the former shareholder of CHP may differ from the interests of the Company’s other shareholders, the Company’s other shareholders may be disadvantaged from any action that the former shareholders of CHP may seek to pursue.