SONIDA SENIOR LIVING, INC.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001043000-26-000032
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001043000-26-000040
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 120 previous paragraphs and 129 current paragraphs.
47 unchanged; 60 reworded; 21 added; 12 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 11 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (21)
Current report
On May 18, 2026, the Company entered into an equity distribution agreement (the “Distribution Agreement”) with several investment banks, each as a sales agent and/or principal and/or forward seller, and the forward purchasers party thereto relating to (a) the issuance and sale by the Company to or through its sales agents from time to time of shares of the Company’s common stock, and (b) the sale by forward sellers, acting as agents for the forward purchasers of shares of the Company’s common stock (collectively, the “Shares”), with the Shares to be sold under the Distribution Agreement having an aggregate gross offering price of up to $250.0 million (the “ATM Program”).
Current report
Ally Financing
Current report
Term Loans
Current report
Bridge Facility
Current report
In order to fund the remaining portion of the CHP Merger, the Company obtained a 364-day senior secured bridge facility (the “Bridge Facility”), which was funded on March 10, 2026. The Company repaid in full the $170.0 million outstanding under the Bridge Facility with proceeds from the Ally Term Loan and recognized a loss on debt extinguishment of $4.4 million for the unamortized deferred loan costs on the Bridge Facility for the three and nine months ended September 30, 2026. See “Note 8–Debt” in the Notes to condensed consolidated financial statements.
Current report
Available Unitsis defined by the Company as all units that are part of the corresponding portfolio, excluding those that were out of service for the named period. Available Units is provided on a weighted average basis, unless otherwise indicated, and used in the calculation of RevPAR and Weighted Average Occupancy.
Current report
Community operating expense represents segment operating expense and is defined by the Company as operating expense excluding casualty loss, non-recurring settlement fees, income tax and personal property tax. Please see “Note 17–Segment Information”in the Notes to Condensed Consolidated Financial Statementsfor more information.
Current report
Weighted Average Occupancy is defined by the Company as the percentage of the weighted average number of Available Units in the owned portfolio being utilized by residents over a reporting period. Our management uses Weighted Average
Current report
(3)Excludes four unconsolidated communities.
Current report
(4)Q3 2026 excludes 28 Non Same-Store consolidated communities. Q3 2025 excludes 16 Non Same-Store consolidated communities.
Current report
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 fair value, net of estimated disposal costs.
Current report
Third-party property management fees increased as compared to the prior period primarily due to CHP SHOP communities acquired in 2026 that are managed by third parties.
Current report
Loss onextinguishment of debtfor the three months ended September 30, 2026 was related to the write-off of unamortized deferred loan costs on the Bridge Facility of $4.4 million.
Current report
(3)Excludes four unconsolidated communities.
Current report
(4)Q3 2026 YTD excludes 28 Non Same-Store consolidated communities. Q3 2025 YTD excludes 16 Non Same-Store consolidated communities.
Current report
During the nine 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 fair value, net of estimated disposal costs.
Current report
Third-party property management fees increased as compared to the prior period primarily due to CHP SHOP communities acquired in 2026 that are managed by third parties.
Current report
This report contains the financial measures (1) Net Operating Income (“NOI”), (2) Net Operating Income Margin, and (3) Adjusted EBITDA, each of which is not calculated in accordance with GAAP. Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities or revenue. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP, which are included below.
Current report
The Company believes that the presentation of Net Operating Income and Net Operating Income Margin as performance measures is useful to investors because such measures are some of the metrics used by the Company’s management to evaluate the performance of the Company’s owned portfolio of communities, to review comparable historic and prospective core operating performance of the Company’s owned communities, and to make day-to-day operating decisions. The Company also believes that the presentation of such non-GAAP financial measures and Adjusted EBITDA is useful to investors because such measures provide an assessment of operational factors that management can impact in the short-term, primarily revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods.
Current report
Net Operating Income, Net Operating Income Margin and Adjusted EBITDA have material limitations as performance measures, including the exclusion of certain expenses that are necessary to operate the Company and oversee its communities. Furthermore, such non-GAAP financial measures exclude (i) interest that is necessary to operate the Company’s business under its current financing and capital structure, and (ii) depreciation, amortization, and impairment charges that may represent the wear and tear and/or reduction in value of the Company’s communities and other assets and may be indicative of future needs for capital expenditures. The Company may also incur income/expense similar to those for which adjustments may be made and such income/expense may significantly affect the Company’s operating results.
Current report
(1) Q3 2026 excludes 28 Non Same-Store consolidated communities. Q3 2025 excludes 16 Non Same-Store consolidated communities. Q3 2026 YTD excludes 28 Non Same-Store consolidated communities. Q3 2025 YTD excludes 16 Non Same-Store consolidated communities.
Removed paragraphs (12)
Previous report
Ally Term Loan
Previous report
Secured Term Loans
Previous report
Secured Bridge Facility
Previous report
In order to fund the remaining portion of the CHP Merger, the Company obtained a 364-day senior secured bridge facility (the “Bridge Facility”), which was funded on March 10, 2026 under our A&R Credit Agreement. As of June 30, 2026, the outstanding balance on the Bridge Facility was $170.0 million which was secured by 83 of the Company's senior living communities. The Bridge Facility matures on March 9, 2027 and is subject to a leverage-based pricing matrix between SOFR plus 1.35% margin and SOFR plus 2.00% margin. The Bridge Facility is subject to the same guarantees and security provisions, events of default, corporate covenants and borrowing base availability requirements as the A&R Credit Agreement. Subsequent to quarter end, the Company has paid off the Bridge Facility balance. See “Note 8–Debt” and “Note 18–Subsequent Events” in the Notes to condensed consolidated financial statements.
Previous report
Community Operating Expense is a financial measure not calculated in accordance with GAAP. It is defined by the Company as community operating expenses excluding casualty loss, non-recurring settlement fees, income tax and personal property tax. Please see “—Non-GAAP Financial Measures” below for more information.
Previous report
(2)See “Non-GAAP Financial Measures.”
Previous report
(2)Excludes four unconsolidated communities.
Previous report
(3)Q2 2026 excludes unconsolidated communities and 26 non same-store consolidated communities. Q2 2025 excludes 14 non same-store consolidated communities and 15 triple-net lease communities.
Previous report
(2)See “Non-GAAP Financial Measures.”
Previous report
(2)Excludes four unconsolidated communities.
Previous report
(3)Q2 2026 YTD excludes unconsolidated communities and 26 non same-store consolidated communities. Q2 2025 YTD excludes 14 non same-store consolidated communities and 15 triple-net lease communities.
Previous report
(1) Q2 2026 excludes 26 non same-store consolidated communities. Q2 2025 excludes 14 non same-store consolidated communities. YTD 2026 excludes 26 non same-store consolidated communities. YTD 2025 excludes 14 non same-store consolidated communities.
Reworded paragraphs (60)
Previous wording
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help provide an understanding of our business and results of operations. This MD&A should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This report, including the following MD&A, contains forward-looking statements regarding future events or trends that should be read in conjunction with the risks, uncertainties and other factors described under “Cautionary Note Regarding Forward-Looking Statements” above in this Quarterly Report on Form 10-Q and “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026, as well as “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q. Actual results may differ materially from those projected in such statements as a result of such risks, uncertainties and other factors. Unless otherwise specified or where the context otherwise requires, references in this Quarterly Report on Form 10-Q to “our,” “we,” “us,” “Sonida”, the “Company” and “our business” refer to Sonida Senior Living, Inc., together with its consolidated subsidiaries.
Current wording
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help provide an understanding of our business and results of operations. This MD&A should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This report, including the following MD&A, contains forward-looking statements regarding future events or trends that should be read in conjunction with the risks, uncertainties and other factors described under “Cautionary Note Regarding Forward-Looking Statements” above in this Quarterly Report on Form 10-Q and “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026. Actual results may differ materially from those projected in such statements as a result of such risks, uncertainties and other factors. Unless otherwise specified or where the context otherwise requires, references in this Quarterly Report on Form 10-Q to “our,” “we,” “us,” “Sonida”, the “Company” and “our business” refer to Sonida Senior Living, Inc., together with its consolidated subsidiaries.
Previous wording
The following discussion and analysis addresses (i) the Company’s results of operations for the three and six months ended June 30, 2026 and 2025, and (ii) liquidity and capital resources of the Company.
Current wording
The following discussion and analysis addresses the Company’s (i) results of operations for the three and nine months ended September 30, 2026 and 2025, and (ii) liquidity and capital resources.
Previous wording
As of June 30, 2026, the Company owned, managed or was invested in 164 senior housing communities with over 16,500 total units across 35 states, including 152 owned senior housing communities (inclusive of 48 managed by third-party property managers, 15 leased pursuant to triple-net leases, three owned through a joint venture investment in a consolidated entity and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company managed on behalf of a third-party.
Current wording
As of September 30, 2026, the Company owned, managed or was invested in 165 senior housing communities with over 16,700 total units across 35 states, including 153 owned senior housing communities (inclusive of 40 managed by third-party property managers, 15 leased pursuant to triple-net leases, three owned through a joint venture investment in a consolidated entity and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company managed on behalf of a third-party.
Previous wording
As previously announced, on March 11, 2026, the Company completed the acquisition of CNL Healthcare Properties, Inc. (“CHP”), a public non-traded real estate investment trust which owns a national portfolio of 69 high-quality senior housing communities, pursuant to the definitive merger agreement (the “Merger Agreement”), by and among the Company, CHP and its affiliates (the “CHP Merger”). Under the terms of the Merger Agreement, the Company acquired 100% of the outstanding common stock of CHP in a stock and cash transaction valued at approximately $1.8 billion, with approximately 66% of the consideration paid in the form of newly issued Sonida Common Stock and 34% paid in cash. Specifically, each share of CHP common stock was converted into $2.32 in cash and 0.1318 shares of Sonida common stock, which was 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 was $35.93 and subject to a collar of 15% below the transaction reference price for the Sonida common stock of $26.74 (the “Transaction Reference Price”) and 30% above the Transaction Reference Price.
Current wording
As previously announced, on March 11, 2026, the Company completed the acquisition of CNL Healthcare Properties, Inc. (“CHP”), a public non-traded real estate investment trust which owns a national portfolio of 69 high-quality senior housing communities (the “CHP Merger”). The Company acquired 100% of the outstanding common stock of CHP in a stock and cash transaction valued at approximately $1.8 billion, with approximately 66% of the consideration paid in the form of newly issued Sonida common stock and 34% paid in cash. Specifically, each share of CHP common stock was converted into $2.32 in cash and 0.1318 shares of Sonida common stock, which was 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 was $35.93 and subject to a collar of 15% below the transaction reference price for the Sonida common stock of $26.74 (the “Transaction Reference Price”) and 30% above the Transaction Reference Price.
Previous wording
In addition, to provide cash funding for the CHP Merger, entities affiliated with Conversant Capital, LLC and Silk Partners LP, two of the Company’s largest shareholders, funded an aggregate amount of $110.0 million, less $1.2 million in issuance costs, in exchange for the issuance of 4,113,688 of Sonida Common Stock on March 11, 2026 in a private placement pursuant to Section 4(a)(2) of the Securities Act at a price per share equal to the Transaction Reference Price of $26.74, in accordance with certain investment agreements. The remainder of the cash consideration was funded with cash from the balance sheets of the Company and CHP along with debt financing as described below.
Current wording
In addition, to provide cash funding for the CHP Merger, entities affiliated with Conversant Capital, LLC and Silk Partners LP, two of the Company’s largest shareholders, funded an aggregate amount of $110.0 million, less $1.2 million in issuance costs, in exchange for the issuance of 4,113,688 shares of Sonida common stock on March 11, 2026 in a private placement pursuant to Section 4(a)(2) of the Securities Act at a price per share equal to the Transaction Reference Price of $26.74, in accordance with certain investment agreements. The remainder of the cash consideration was funded with cash from the balance sheets of the Company and CHP along with debt financing as described below.
Previous wording
For the three months ended June 30, 2026, the Company generated resident revenue of $188.0 million compared to resident revenue of $81.8 million for the three months ended June 30, 2025, representing an increase of 129.7%. The increase in revenue was primarily due to 54 additional senior housing operating properties (“SHOP”) acquired in the CHP Merger, 3 SHOP communities acquired in 2025, increased average rent rates, and increased occupancy.
Current wording
For the three months ended September 30, 2026, the Company generated resident revenue of $189.0 million compared to resident revenue of $84.6 million for the three months ended September 30, 2025, representing an increase of 123.4%. The increase in revenue was primarily due to 55 additional senior housing operating properties (“SHOP”) acquired in 2026, of which 54 were acquired in the CHP Merger, increased average rent rates, and increased occupancy.
Previous wording
During the six months ended June 30, 2026, the Company generated resident revenue of $296.5 million compared to $161.1 million during the six months ended June 30, 2025, representing an increase of 84.0%. The increase in revenue was primarily due to 54 additional SHOP communities, increased occupancy, increased average rent rates, and five additional communities that were acquired during 2025 and 2026.
Current wording
During the nine months ended September 30, 2026, the Company generated resident revenue of $485.4 million compared to $245.7 million during the nine months ended September 30, 2025, representing an increase of 97.6%. The increase in revenue was primarily due to 55 additional SHOP communities acquired in 2026, increased occupancy, increased average rent rates, and three additional communities that were acquired during 2025.
Previous wording
As of June 30, 2026, the Company owned 15 senior housing communities that were leased to third-party tenants under triple-net operating leases that it acquired as part of the CHP Merger. The operating leases generated $7.5 million and $9.2 million of rental income for the three and six months ended June 30, 2026. Under the terms of the Company’s triple-net lease agreements, each tenant is responsible for the payment of real estate taxes, general liability insurance, utilities, repairs and maintenance, including structural and roof maintenance expenses. Sonida is not involved in the property management of these communities.
Current wording
As of September 30, 2026, the Company owned 15 senior housing communities that were leased to third-party tenants under triple-net operating leases that it acquired as part of the CHP Merger. The operating leases generated $8.1 million and $17.3 million of rental income for the three and nine months ended September 30, 2026. Under the terms of the Company’s triple-net lease agreements, each tenant is responsible for the payment of real estate taxes, general liability insurance, utilities, repairs and maintenance, including structural and roof maintenance expenses. Sonida is not involved in the property management of these communities.
Previous wording
The Company has property management agreements with third parties and its joint ventures pursuant to which the Company manages certain communities on their behalf for a management fee based on gross revenues of the applicable communities, as well as, in some cases, an incentive management fee, and other customary terms and conditions. The Company managed 12 communities and 13 communities on behalf of a third party for the six months ended June 30, 2026 and 2025, respectively. The Company also managed four communities on behalf of an unconsolidated joint venture and three communities in consolidated joint ventures for the six months ended June 30, 2026.
Current wording
The Company has property management agreements with third parties and its joint ventures pursuant to which the Company manages certain communities on their behalf for a management fee based on gross revenues of the applicable communities, as well as, in some cases, an incentive management fee, and other customary terms and conditions. The Company managed 12 communities and 13 communities on behalf of a third party for the nine months ended September 30, 2026 and 2025, respectively. The Company also managed four communities on behalf of an unconsolidated joint venture and three communities on behalf of a consolidated joint venture for the nine months ended September 30, 2026.
Previous wording
On March 31, 2026, the Company purchased the 49% membership interest of its minority partner PAL SSL Decatur JV, LLC which owns a community in Georgia. Total purchase price for the remaining minority interest was $3.8 million, which includes the assumption of the outstanding mortgage as of the purchase price date. The community is now a wholly-owned subsidiary of the Company. Prior to March 31, 2026, the Company managed four communities owned by subsidiaries of Palatine Capital Partners (“Palatine”) through two joint ventures under a management agreement and also provided reporting services for the joint ventures. The Company will now manage three communities for the remaining Palatine joint venture.
Current wording
On March 31, 2026, the Company purchased the 49% membership interest of its minority partner PAL SSL Decatur JV, LLC which owned a community in Georgia. Total purchase price for the remaining minority interest was $3.8 million, which included the assumption of the outstanding mortgage as of the purchase price date. The community is now a wholly-owned subsidiary of the Company. Prior to March 31, 2026, the Company managed four communities owned by subsidiaries of Palatine Capital Partners (“Palatine”) through two joint ventures under a management agreement and also provided reporting services for the joint ventures. The Company now manages three communities for the remaining Palatine joint venture.
Previous wording
As of June 30, 2026, the Company classified one community as held for sale in accordance with ASC 360 in its condensed consolidated balance sheets. The community has an executed purchase and sale agreement signed in May 2026. The community did not meet the criteria for classification as a discontinued operation under ASC 205-20, as the sale did not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results. See “Note 4–Investments, Acquisitions and Assets Held for Sale” and “Note 18–Subsequent Events” in the Notes to Condensed Consolidated Financial Statements.
Current wording
As of September 30, 2026, the Company classified one community as held for sale in its condensed consolidated balance sheets in accordance with ASC 360. The community was sold in October 2026. The community did not meet the criteria for classification as a discontinued operation under ASC 205-20, as the sale did not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results. See “Note 4–Investments, Acquisitions and Assets Held for Sale” in the Notes to Condensed Consolidated Financial Statements.
Previous wording
Subsequent to quarter end, the Company sold 671,732 shares of common stock pursuant to its ATM Program at a weighted average price of $41.05 for $27.3 million in net proceeds. See “Note 9–Securities Financing” in the Notes to condensed consolidated financial statements.
Current wording
During the three months ended September 30, 2026, the Company sold 971,732 shares of common stock pursuant to its ATM Program at a weighted average price of $40.74 per share for $39.2 million in net proceeds. See “Note 9–Securities Financing” in the Notes to condensed consolidated financial statements.
Previous wording
On August 7, 2026 the Company entered into the Second Amended and Restated Term Loan Agreement with Ally Bank (“Ally Term Loan”) which provides up to $380.0 million in borrowings. At closing, the Company drew $372.5 million on the Ally Term Loan and will have a delayed draw of $7.5 million available subject to achieving certain debt yields and debt service coverages ratios. The funds were used to fully repay the existing $122.0 million term loan with Ally and the $170.0 million on the Bridge Facility, with the remaining net proceeds used to pay down $70.0 million on the Revolving Credit Facility. The loan has a five-year maturity with two one-year extension options and an interest rate of SOFR plus 185 basis points. The Ally Term Loan is secured by 28 of the Company’s communities. See “Note 18–Subsequent Events”in the Notes to Consolidated Financial Statements.
Current wording
On August 7, 2026 the Company entered into the Second Amended and Restated Term Loan Agreement with Ally Bank (“Ally”) which provides up to $380.0 million in borrowings (“Ally Term Loan”). At closing, the Company drew $372.5 million on the Ally Term Loan which has delayed draw commitments for an additional $7.5 million available subject to achieving certain debt yields and debt service coverage ratios. The loan proceeds were used to fully refinance the previous $122.0 million term loan with Ally and to repay in full the $170.0 million outstanding under the Bridge Facility, with the remaining net proceeds used to pay down $70.0 million on the Revolving Credit Facility. The Ally Term Loan has a five-year maturity with two one-year extension options and an interest rate of SOFR plus 185 basis points. The Ally Term Loan is secured by 28 of the Company’s communities.
Previous wording
As of June 30, 2026, the Company has an amended and restated revolving credit facility (the “Revolving Credit Facility”) which was used to fund a portion of the cash consideration necessary for the CHP Merger along with transaction costs and fund the future liquidity needs of the Company. The Revolving Credit Facility increased the available commitments to $455.0 million, extended the maturity to March 10, 2030, reduced the leverage-based pricing matrix to between SOFR plus 1.35% margin and SOFR plus 2.00% margin, expanded the participating lenders, and effected certain other changes. See “Note 2–CHP Merger” in the Notes to condensed consolidated financial statements.
Current wording
As of September 30, 2026, the Company has an amended and restated revolving credit facility (the “Revolving Credit Facility”) which was used to fund a portion of the cash consideration necessary for the CHP Merger along with transaction costs and fund the future liquidity needs of the Company. The Revolving Credit Facility is comprised of $455.0 million of available commitments, matures on March 10, 2030, and is subject to a leverage-based pricing matrix of between SOFR plus 1.35% margin and SOFR plus 2.00% margin.
Previous wording
As of June 30, 2026, the Company has $258.0 million of borrowings outstanding under the Revolving Credit Facility at a weighted average interest rate of 5.7%, which was secured by 83 of the Company's senior living communities. See “Note 8–Debt” in the Notes to condensed consolidated financial statements. See “Note 18–Subsequent Events” in the Notes to condensed consolidated financial statements.
Current wording
As of September 30, 2026, the Company has $251.0 million of borrowings outstanding under the Revolving Credit Facility at a weighted average interest rate of 5.7%, which was secured by 76 of the Company's senior living communities. See “Note 8–Debt” in the Notes to condensed consolidated financial statements.
Previous wording
During the six months ended June 30, 2026, the Company obtained $575.0 million in permanent term loans in two equal tranches (the “Term Loans”) to fund a portion of the cash consideration necessary for the CHP Merger. The Term Loans are comprised of a three-year tranche that matures March 10, 2029 and a five-year tranche that matures March 10, 2031. The Term Loans are subject to a leverage-based pricing matrix between SOFR plus 1.30% margin and SOFR plus 1.95% margin, and are otherwise subject to the same guarantees and security provisions, events of default, corporate covenants and borrowing base availability requirements of the Revolving Credit Facility. The Term Loans are secured by 83 of the Company's senior living communities. The Company entered into a SOFR-based interest rate cap (“IRC”) to reduce exposure to the variable interest rate fluctuations associated with the Term Loans. The IRC has a total cost of $0.6 million, an aggregate notional amount of $262.5 million, a 36-month term and a SOFR-based interest rate cap of 4.50%. During June 2026, the Company entered into a SOFR-based interest rate swap (“IR Swap”) transaction for an aggregate notional amount of $287.5 million to reduce exposure to interest rate fluctuations associated with the term loan tranche maturing in five years at no cost to the Company. The interest rate swap is structured as floating to fixed with a fixed interest rate of 4.105% and a 57-month term. The Company has the option to early terminate the IR Swap beginning in June 2027 for up to 4.5% of the notional amount outstanding. See “Note 8–Debt” and “Note 18–Subsequent Events” in the Notes to condensed consolidated financial statements.
Current wording
During the nine months ended September 30, 2026, the Company obtained $575.0 million in permanent term loans in two equal tranches (the “Term Loans”) to fund a portion of the cash consideration necessary for the CHP Merger. The Term Loans are comprised of a three-year tranche that matures on March 10, 2029 and a five-year tranche that matures on March 10, 2031. The Term Loans are subject to a leverage-based pricing matrix between SOFR plus 1.30% margin and SOFR plus 1.95% margin, and are otherwise subject to the same guarantees and security provisions, events of default, corporate covenants and borrowing base availability requirements of the Revolving Credit Facility. The Term Loans are secured by 76 of the Company's senior living communities. During June 2026, the Company entered into a SOFR-based interest rate swap (“IR Swap”) for an aggregate notional amount of $287.5 million to reduce exposure to the variable interest rate fluctuations associated with the term loan which matures in five years. The interest rate swap is structured as floating to fixed with a fixed interest rate of 4.11% and a 57-month term. The Company has the option to early terminate the IR Swap beginning in June 2027 for up to 4.5% of the notional amount outstanding. In July 2026, the Company purchased an interest rate collar with a notional value of $287.5 million for $1.3 million to reduce exposure to interest rate fluctuations in connection with the three-year term loan tranche. The interest rate collar has a 33-month term with a SOFR-based collar of 4.05% and floor of 3.30%. See “Note 8–Debt” in the Notes to condensed consolidated financial statements.
Previous wording
On June 30, 2026, we completed the sale of one of our communities for a sales price of $9.4 million. At the time of the sale, the community had an outstanding loan principal balance of $13.0 million. As part of the sale, the mortgage lender agreed to accept payment from the buyer and forgave Sonida of the remaining balance due on the loan and $0.4 million of accrued interest. The transaction resulted in a gain on extinguishment of debt of $3.9 million for the three and six months ended June 30, 2026.
Current wording
On June 30, 2026, we completed the sale of one of our communities for a purchase price of $9.4 million. At the time of the sale, the community had an outstanding loan principal balance of $13.0 million. As part of the sale, the mortgage lender agreed to accept payment from the buyer and forgave the remaining balance due on the loan and $0.4 million of accrued interest. The transaction resulted in a gain on extinguishment of debt of $3.9 million for the nine months ended September 30, 2026.
Previous wording
NNN Portfolio is defined by the Company as wholly owned senior housing properties that are leased to third-party tenants under triple-net or similar lease structures, where the tenant bears all or substantially all of the costs (including cost for real estate taxes, utilities, insurance and ordinary repairs). The Company is not involved in property management.
Current wording
NNN Portfolio is defined by the Company as wholly owned senior housing communities that are leased to third-party tenants under triple-net (“NNN”) lease agreements, where the tenant bears all or substantially all of the costs (including cost for real estate taxes, utilities, insurance and ordinary repairs). Sonida is not involved in property management. As such, the NNN Portfolio communities are not included within the scope of our consolidated community portfolio.
Previous wording
Non Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned and either (i) not operational or not owned for the full year in each year beginning as of January 1st of the prior year or (ii) have undergone or are undergoing strategic repositioning as a result of significant changes in the business model, care offerings, and/or capital re-investment plans, that in each case, have disrupted, or are expected to disrupt, normal course operations. These communities will be included in the Same-Store Portfolio once operating under normal course operating structures for the full year in each year beginning as of January 1st of the prior year. In addition, the CHP SHOP communities that were not included in the Same-Store Portfolio are included in the Non Same-Store Portfolio as if they were owned by the Company at the beginning of the applicable period.
Current wording
Non Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned and either (i) not operational or not owned for the full period in each of the comparison years, (ii) sold or classified as held for sale or (iii) have undergone or are undergoing strategic repositioning as a result of significant changes in the business model, care offerings, and/or capital re-investment plans, that in each case, have disrupted, or are expected to disrupt, normal course operations. Communities will be included in the Same-Store Portfolio once operating under normal course operating structures for the current period and comparable prior year period. In addition, the CHP SHOP communities were evaluated for inclusion in the Non Same-Store Portfolio and have been included as if they were owned by the Company at the beginning of the applicable period. The Non Same-Store Portfolio excludes unconsolidated SHOP communities.
Previous wording
RevPAR, or average monthly revenue per available unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. The RevPAR calculation does not include rental income. Our management uses RevPAR for decision making and components of executive compensation, and we believe the measure provides useful information to investors, because the measure is an indicator of senior housing resident fee revenue performance that reflects the impact of both senior housing occupancy and rate.
Current wording
RevPAR, or average monthly revenue per Available Unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of Available Units in the corresponding portfolio for the period, divided by the number of months in the period. The RevPAR calculation does not include rental income.
Previous wording
Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned, and operational for the full year in each year beginning as of January 1st of the prior year. The same-store community portfolio excludes the non same-store community portfolio. Our management uses same-store community operating results and data for decision making and components of executive compensation, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition). In addition, some of the CHP SHOP communities were evaluated for inclusion in the Same-Store Portfolio and have been included by the Company for the applicable periods.
Current wording
Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned, and operational for the full period in each of the comparison years and not otherwise included in the Non Same-Store Portfolio. Our management uses Same-Store Portfolio operating results and data for decision making and components of executive compensation, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition) and communities that were undergoing strategic repositioning during the comparison periods. Although acquired subsequent to January 1, 2026, the CHP SHOP communities were evaluated for inclusion in the Same-Store Portfolio and have been included in the Same-Store Portfolio as of March 11, 2026 unless they met the other criteria for inclusion in the Non Same-Store Portfolio. The Same-Store Portfolio excludes unconsolidated SHOP communities.
Previous wording
Senior Housing / Senior Housing Operating Properties (SHOP)“Senior Housing” is defined as residential real estate assets designed to accommodate the needs of senior residents, including but not limited to independent living, assisted living, and memory care facilities. Within this category, “Senior Housing Operating Properties” (SHOP) refers exclusively to those properties in which the Company, directly or through third-party management agreements, maintains operational control and bears the associated risks and rewards of ownership, including but not limited to occupancy, revenue generation, and operating expenses. For the avoidance of doubt, this definition expressly excludes senior housing properties subject to triple net lease (“NNN”) agreements. Under such agreements, operational responsibilities, including property management, operating expenses, and financial performance, are borne solely by the lessee, and the Company’s involvement is limited to receiving fixed rental payments. As such, NNN Portfolio assets are not included within the scope of the SHOP portfolio.
Current wording
Senior Housing / Senior Housing Operating Properties (SHOP)“Senior Housing” is defined as residential real estate assets designed to accommodate the needs of senior residents, including but not limited to independent living, assisted living, and memory care facilities. Within this category, “Senior Housing Operating Properties” (SHOP) refers exclusively to those properties in which the Company, directly or through third-party management agreements, maintains operational control and bears the associated risks and rewards of ownership, including but not limited to occupancy, revenue generation, and operating expenses. For the avoidance of doubt, this definition expressly excludes senior housing properties subject to NNN lease agreements. Under such agreements, operational responsibilities, including property management, operating expenses, and financial performance, are borne solely by the lessee, and the Company’s involvement is limited to receiving fixed rental payments.
Previous wording
Weighted Average Occupancy reflects the percentage of units at our owned communities being utilized by residents over a reporting period. We measure occupancy rates on both a consolidated community portfolio basis and a same-store community portfolio basis. Our management uses weighted average occupancy for decision making and components of executive compensation, and we believe the measure provides useful information to investors, because it is a significant driver of our resident revenue performance.
Current wording
Occupancy for decision making and components of executive compensation, and we believe the measure provides useful information to investors, because it is a significant driver of our resident revenue performance.
Previous wording
This section includes the non-GAAP performance measure Adjusted EBITDA. See “—Non-GAAP Financial Measures” below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable measure in accordance with GAAP.
Current wording
This section includes the non-GAAP performance measures Net Operating Income, Net Operating Income Margin and Adjusted EBITDA. See “—Non-GAAP Financial Measures” below for our definitions of the measures and other important information regarding such measures, including reconciliations to the most comparable measure in accordance with GAAP.
Previous wording
(1)Q2 2026 and Q2 2025 excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $3.1 million and $0.8 million, respectively.
Current wording
(1)Q3 2026 and Q3 2025 excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $1.1 million and $1.3 million, respectively.
Previous wording
(1)Q2 2026 and Q2 2025 excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $3.1 million and $0.8 million, respectively.
Current wording
(1)Q3 2026 and Q3 2025 excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $1.1 million and $1.3 million, respectively.
Previous wording
The increase in resident revenue was primarily attributable to an additional 54 SHOP communities acquired in connection with the CHP Merger, and a 16.1% increase in same-store RevPAR, comprised of a 13.0% increase in same-store portfolio RevPOR and a 240 basis point increase in same-store weighted average occupancy.
Current wording
The increase in resident revenue was primarily attributable to an additional 54 SHOP communities acquired in connection with the CHP Merger and one additional SHOP community, and a 17.6% increase in Same-Store Portfolio resident revenue, comprised primarily of a 15.1% increase in Same-Store Portfolio RevPOR and a 190 basis point increase in Same-Store Portfolio Weighted Average Occupancy.
Previous wording
The increase in community operating expense was primarily attributable to an increase in operating expenses related to the 54 additional SHOP communities acquired in 2026.
Current wording
The increase in community operating expense was primarily attributable to an increase in operating expenses related to the 55 additional SHOP communities acquired in 2026.
Previous wording
The increase in net loss was primarily attributable to the increase in transaction, transition and restructuring costs related to the CHP Merger, an increase in community operating expense, and an increase in depreciation and amortization expense, partially offset by the increase in resident fees and rental income.
Current wording
The increase in net loss was primarily attributable to the loss on extinguishment of debt, an increase in community operating expense, and an increase in depreciation and amortization expense, partially offset by the increase in resident fees and rental income.
Previous wording
The increase in rental income of $9.2 million was derived from the 15 triple-net senior housing communities that were acquired in connection with the CHP Merger.
Current wording
The increase in rental income of $8.1 million was due to the 15 triple-net senior housing communities that were acquired in connection with the CHP Merger.
Previous wording
General and administrative expense for the three months ended June 30, 2026 increased as compared to the three months ended June 30, 2025, primarily due to an increase in stock-based compensation of $0.9 million combined with an increase in labor and employee related expenses of $2.7 million, and an increase in other expenses of $1.0 million to support the Company’s growth initiatives.
Current wording
General and administrative expense for the three months ended September 30, 2026 increased as compared to the three months ended September 30, 2025, primarily due to an increase in stock-based compensation of $10.4 million combined with an increase in labor and employee related expenses of $4.2 million, and an increase in other expenses of $1.1 million to support the Company’s growth initiatives.
Previous wording
Transaction, transition and restructuring costs increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The costs incurred during the six months ended June 30, 2026 primarily include legal, audit, banking and other costs to support the Company’s recent debt and restructuring activities in connection with the CHP Merger.
Current wording
Transaction, transition and restructuring costs increased for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The costs incurred during the three months ended September 30, 2026 primarily include legal, audit, banking and other costs to support the Company’s recent debt and transaction activities.
Previous wording
Depreciation and amortization expense for the three months ended June 30, 2026 increased as compared to the three months ended June 30, 2025, primarily due to additional expense related to the 54 additional SHOP communities acquired in 2026 and three acquired during 2025.
Current wording
Depreciation and amortization expense for the three months ended September 30, 2026 increased as compared to the three months ended September 30, 2025, primarily due to additional expense related to the 55 additional SHOP communities acquired in 2026.
Previous wording
Interest expense for the three months ended June 30, 2026 increased as compared to the three months ended June 30, 2025, due to the incremental borrowings associated with the Company's recent CHP Merger.
Current wording
Interest expense for the three months ended September 30, 2026 decreased slightly as compared to the three months ended September 30, 2025, primarily due to gains on the fair value of our derivative instruments, partially offset by interest expense on the incremental borrowings associated with the Company's recent CHP Merger and Ally Term Loan.
Previous wording
Six months ended June 30, 2026 as compared to six months ended June 30, 2025
Current wording
Nine months ended September 30, 2026 as compared to nine months ended September 30, 2025
Previous wording
The following table summarizes our overall operating results for the six months ended June 30, 2026 and 2025.
Current wording
The following table summarizes our overall operating results for the nine months ended September 30, 2026 and 2025.
Previous wording
(1)Q2 2026 YTD and Q2 2025 YTD excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $4.5 million and $2.1 million, respectively.
Current wording
(1)Q3 2026 YTD and Q3 2025 YTD excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $5.6 million and $3.4 million, respectively.
Previous wording
The following table summarizes our segment data for the six months ended June 30, 2026 and 2025, including operating results and data for our segment portfolio.
Current wording
The following table summarizes our segment data for the nine months ended September 30, 2026 and 2025, including operating results and data for our segment portfolio.
Previous wording
(1)Q2 2026 YTD and Q2 2025 YTD excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $4.5 million and $2.1 million, respectively.
Current wording
(1)Q3 2026 YTD and Q3 2025 YTD excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $5.6 million and $3.4 million, respectively.
Previous wording
The increase in resident revenue was primarily attributable to an additional 54 SHOP communities acquired in connection with the CHP Merger, and a 17.7% increase in same-store RevPAR, comprised of a 14.5% increase in same-store portfolio RevPOR and a 240 basis point increase in same-store weighted average occupancy.
Current wording
The increase in resident revenue was primarily attributable to an additional 54 SHOP communities acquired in connection with the CHP Merger and one additional SHOP community, and a 17.5% increase in Same-Store Portfolio resident revenue, comprised primarily of a 14.2% increase in Same-Store Portfolio RevPOR and a 250 basis point increase in Same-Store Weighted Average Occupancy.
Showing the first 40 of 60 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
(2) Includes legal and professional fees incurred for transactions, restructuring projects, or related projects, including the CHP transaction.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Other income, net for the six months ended June 30, 2026 decreased as compared to the six months ended June 30, 2025, primarily driven by a change of $8.2 million in other income for recognized gross employee retention credits received from CARES funding for businesses that had certain employee costs and were affected by the coronavirus pandemic.