SNDA

• The CHP Merger, completed on March 11, 2026, involved Sonida acquiring 100% of CHP's outstanding shares; each CHP share was converted into $2.32 cash plus a number of Sonida common shares based on an exchange ratio.
• Financing for the transaction included $110 million equity from a private placement of about 4 million shares and $1.0 billion debt financing, including $525 million Permanent Term Loans, a $405 million Revolving Credit Facility, and a $270 million Bridge Facility.
• The pro forma statements assume a 0% effective tax rate due to CHP's net loss history and valuation allowances, and do not reflect subsequent financing transactions or potential synergies.
• The filing is voluntary, made to provide investors additional information and to incorporate the exhibit by reference into registration statements.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• On August 7, 2026, Sonida Senior Living, Inc. entered into a senior secured term loan of $380.0 million with Ally Bank, amending and restating its existing term loan agreement.
• An additional $7.5 million draw is available subject to meeting debt yield and debt service coverage ratio requirements.
• The loan has a 5-year maturity with two 12-month extension options, a variable interest rate of one-month SOFR plus 1.85%, and is interest-only for the initial 5-year term.
• As of August 7, 2026, the company had $122.0 million outstanding under the prior Ally term loan, which had a maturity date of August 7, 2028.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Normalized FFO was $23.7 million, or $0.48 per share.
• Adjusted EBITDA was $50.0 million, up 30.0% over Q2 2025 pro forma.
• Same-Store NOI was $51.5 million, up 16.9% year-over-year; occupancy rose 240 bps to 87.8%.
• On August 7, 2026, the company entered a new $380M Ally Term Loan, drew $372.5M, and repaid existing debt.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• The Exchange Agreement nullifies the prior Series A Preferred Stock conversion and related certificate amendments, and replaces them with new Series B Preferred Stock and a new conversion.
• The Company issued 41,250 shares of Series B Preferred Stock to the Investors in exchange for the surrender of Subject Shares and any Series A Preferred Stock held.
• The Company issued 1,601,505 shares of Common Stock to the Investors upon conversion of the Series B Preferred Stock.
• No cash payment was made to the Investors, and the parties filed a notice of voluntary dismissal of the stockholder complaint.
• The transactions were exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

1.01 Entry into a Material Definitive Agreement · 3.02 Unregistered Sales of Equity Securities · 3.03 Material Modification to Rights of Security Holders · 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · 9.01 Financial Statements and Exhibits

• Stockholders ratified BDO USA, P.C. as independent auditors for fiscal year ending December 31, 2026.
• An advisory (non-binding) vote approved executive compensation of named executive officers.
• Stockholders approved an amendment to the 2019 Omnibus Stock and Incentive Plan, increasing available shares from 1,797,600 to 3,197,600.
• No other business was brought before the annual meeting.

5.07 Submission of Matters to a Vote of Security Holders

• Anton Nikodemus appointed Executive Vice President and Chief Operating Officer, effective June 15, 2026.
• For fiscal 2026, Nikodemus will receive a bonus equal to the greater of pro-rated target or $301,370.
• He is eligible for relocation expense reimbursement up to $50,000 and equity awards under the company's incentive program.
• Nikodemus previously served as President, CEO, and Chairman of Seaport Entertainment Group and held senior roles at MGM Resorts International.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Sonida Senior Living, Inc. entered an equity distribution agreement on May 18, 2026, with multiple sales agents and forward purchasers.
• Sales agents will receive commissions not exceeding 2.0% of the sale price; forward purchasers receive commissions via reduced forward sale price.
• Net proceeds are intended for acquisitions, capital expenditures, working capital, and general corporate purposes, including debt repayment.
• The company will not initially receive proceeds from forward sales; it expects to physically settle forward agreements and receive proceeds at settlement.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• Sonida Senior Living, Inc. provided written notice to Mizuho Securities USA LLC on May 8, 2026, terminating the at-the-market issuance sales agreement dated April 1, 2024.
• As a result, the company's at-the-market program with Mizuho is no longer in effect.
• The company also voluntarily filed audited financial statements of CNL Healthcare Properties, Inc. (CHP) and unaudited pro forma combined financial information giving effect to the CHP Merger.
• The CHP Merger was completed on March 11, 2026, and the pro forma information is for illustrative purposes only.

1.02 Termination of a Material Definitive Agreement · 8.01 Other Events · 9.01 Financial Statements and Exhibits