{"url_path":"/sec/snda/proxy/2026-04-27/000119312526182108","section_key":"body","section_title":"DEFA14A body","topic":"sec","document":{"doc_type":"DEFA14A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1043000/0001193125-26-182108-index.html","accession_number":"0001193125-26-182108","cik":"0001043000","ticker":"SNDA","issuer_name":"SONIDA SENIOR LIVING, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1043000/0001193125-26-182108-index.html","primary_entity_key":"0001043000","primary_entity_name":"SONIDA SENIOR LIVING, INC."},"word_count":1765,"has_tables":true,"body_markdown":"DEFA14A\n1\nd140006ddefa14a.htm\nDEFA14A\n\nDEFA14A\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n**SCHEDULE 14A**\n\n**Proxy\nStatement Pursuant to Section 14(a) of the**\n\n**Securities Exchange Act of 1934**\n\n**(Amendment No.  )**\n\nFiled by the Registrant ☒\n\nFiled by a Party other\nthan the Registrant ☐\n\nCheck the appropriate box:\n\n☐\n\nPreliminary Proxy Statement\n\n****☐********\n\n**Confidential, for Use of the Commission Only (as permitted by Rule\n14a-6(e)(2))**\n\n☐\n\nDefinitive Proxy Statement\n\n☒\n\nDefinitive Additional Materials\n\n☐\n\nSoliciting Material Pursuant to §240.14a-12\n\n**Sonida Senior Living, Inc.**\n\n**(Name of Registrant as Specified In Its Charter)**\n\n**(Name of Person(s) Filing Proxy Statement, if other than the Registrant)**\n\nPayment of Filing Fee (Check the appropriate box):\n\n☒\n\nNo fee required.\n\n☐\n\nFee paid previously with preliminary materials.\n\n☐\n\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules\n14a-6(i)(1) and 0-11.\n\n**Tuesday, April 28, 2026**\n\nA Letter to Our Shareholders\n\nDear Fellow Shareholders,\n\nWe write to you today at a key inflection point for Sonida, marking the transition into the Company’s next phase.\n\nSonida has evolved considerably since its earlier days as Capital Senior Living. The Company as it stands today bears little resemblance to the one that\nexisted before Conversant’s recapitalization in late 2021 and the appointment of new executive leadership that reset its strategic direction. The years prior, which we refer to as **Phase 1 – Survival**, represented a distinct era\ncharacterized by a different strategy, culture, and operating philosophy.\n\nThe years 2022 through 2025, which we refer to as **Phase 2 –\nStabilization**, included the deliberate assembly of a new leadership team that combines deep sector expertise with outside perspectives. Phase 2 was defined by the leadership team’s disciplined execution to\nde-leverage (and restructure) the balance sheet, improve asset quality, and enter new markets in the early stages of the sector’s recovery. During this time, we also adapted to a fundamentally changed\nlabor environment that tested operators across the industry. Simply put, the hard work and deliberate execution of those four years included building the operational foundation, culture, and capital allocation discipline required to compete –\n*and win* – at scale in the seniors housing industry.\n\nWe are proud of what our team accomplished during these two critical periods.\n\nToday marks our transition into **Phase 3 – Compounding**. The road ahead is defined by two imperatives: sustaining our operational momentum\nand deploying capital into what we believe is the most asymmetric opportunity this sector has seen in a generation. We could not be more energized by the work still to come.\n\n**Welcome to Phase 3**\n\nSonida is built on a simple but powerful\nconviction: **we are both operators and capital allocators**. The combination of these two disciplines – done well and done together – is the foundation of long-term value creation for our shareholders.\n\n**Operations First**\n\nFirst and foremost, we are an operator-led company. Our decentralized, local leadership model is designed to scale without bureaucracy. We do not depend on a centralized\n\n14755 PRESTON ROAD, SUITE 810\n\n**sonidaseniorliving.com**\n\nDALLAS, TX 75254\n\nt. 972.770.5600 | f. 972.770.5666\n\nteam to make decisions at the community level. Instead, we have intentionally curated systems, data, and an operating framework that empowers our local leaders to act like owners. In many\nmeaningful ways, they are. This autonomy, grounded in earned trust, enables our local leaders to maintain relentless focus on their operations. In our view, this commitment to operational excellence is the most important driver of long-term value\ncreation in a rapidly evolving sector.\n\nWe strive to be the first scaled operator to truly compensate our team members based on performance. Every\nsingle role at Sonida contributes to our success. From our team members in the nursing, dining, and resident experience functions to department-level leadership, our community-level team members carry the heaviest lift. We are committed to the\nongoing development, retention, and recognition of each community role and strive to compensate our strongest team members at the top of the market. The implementation of technology solutions to provide specific and timely insights into resident\nhealth allows Sonida to more effectively tailor our labor model to increase productivity and correspondingly recognize high performing employees.\n\nThe engine of this model is what we call the **Sonida Performance Insight Navigator (SPIN)**. SPIN is our proprietary suite of analytical and\noperational tools that provide our leadership teams with actionable data to streamline decision making and expand the quality of time and engagement with our residents. It operationalizes our entrepreneurial culture by empowering the people closest\nto our residents to deliver exceptional service and care. SPIN produces the metrics we care about most deeply: **resident satisfaction** and **site-level employee engagement**. These are not soft metrics. Rather, they are leading indicators of\noccupancy, retention, and long-term community performance. They are proprietary, they are ours, and they compound over time.\n\n**Capital Allocation Drives\nFurther Value Creation**\n\nOur capital allocation philosophy flows directly from our operating capabilities and is anchored in several core\ninvestment principles:\n\n•\n\nContinuous improvement of our portfolio quality – both through acquisition and rationalization;\n\n•\n\nRigorous focus on our unlevered return expectations and basis, while ensuring every decision drives per-share value accretion; and\n\n•\n\nFrameworks designed to generate returns commensurate with underlying risk.\n\n14755 PRESTON ROAD, SUITE 810\n\n**sonidaseniorliving.com**\n\n2\n\nDALLAS, TX 75254\n\nt. 972.770.5600 | f. 972.770.5666\n\nWith every investment, we aim to raise the\noverall quality of our portfolio. We target assets with the right qualitative characteristics to outperform their competitive set and deliver the services and quality each market demands. We also evaluate affluence, population density, and local\nsupply to ensure durable demand, the ability to sustain and grow occupancy, and rate growth in excess of inflation. All of these factors, taken together, provide us with the opportunity to drive long-term NOI growth. We avoid assets at risk of\nfunctional obsolescence or in markets that cannot support sufficient multi-year NOI growth and consider these non-core to Sonida. Furthermore, as a scaled operator and owner of our real estate, we continually\nstrive to increase the geographic density of our portfolio into regional clusters, allowing for efficient sharing of resources and market positioning.\n\nSecond, we pursue growth only where it creates shareholder value – and will not expand simply to increase scale. While we focus on the absolute\nreturn profile of an acquisition (as discussed below), we are equally focused on our cost of capital and investing in a manner that is accretive to free cash flow per share and net asset value per share. Our executive incentive plans are explicitly\nlinked to sustained growth in free cash flow per share, underscoring management’s alignment with this objective. Our best investments stem from leveraging our unique platform and structure to generate alpha at the community level over the\nlong-term. We invest at a meaningful discount to replacement cost and require low double-digit unlevered returns against our cost of capital. Those returns must be driven primarily by operational improvement, not cap rate compression. A deal that\nclears a return hurdle on an absolute basis but dilutes long-term per share value does not – and will not – meet our standard.\n\nLastly,\nas capital allocators, we are in the business of assessing risk-reward. As mentioned above, we have a dual requirement: achieving a targeted absolute unlevered return and an appropriate return relative to our cost of capital. As such, a favorable\ncost of capital expands our opportunity – it does not lower our return threshold or lead us to take undue risks with your and our capital.\n\nOur preference is for non-stabilized assets, where we believe the market underprices operational execution. As\nan owner-operator, we control our own destiny once we acquire a community, and our turnaround playbook gives us a credible path to unlock value that others have not and likely cannot. That said, our framework is return-driven, not category-driven.\nWe will pursue stabilized or well-occupied assets when the price, structure, and fit are right – *and* when doing so meets the same return thresholds we apply across the portfolio.\n\n14755 PRESTON ROAD, SUITE 810\n\n**sonidaseniorliving.com**\n\n3\n\nDALLAS, TX 75254\n\nt. 972.770.5600 | f. 972.770.5666\n\nYou are not short-term investors, and neither\nare we. We will make investments that are a drag on near-term earnings if the opportunity for long-term value creation, measured through our unlevered IRR framework, justifies it. We will prioritize long-term upside over short-term margins and\nmetrics without hesitation when the opportunity set supports doing so.\n\nOur portfolio is **dynamic, not static**. While we are philosophically\nlong-term owners with a buy-and-hold orientation, we are not passive stewards of your and our capital. Every asset in our portfolio must earn its place. We are\nconstantly evaluating the forward returns of each individual asset as well as that of the entire Company. When we recycle capital, we sell lower-growth assets to fund higher-quality, newer communities: transactions that will generate value by being\naccretive to our unlevered IRR over time. Through portfolio rationalization and optimization, we intend to maximize the portfolio value of the Company beyond the sum of its individual assets.\n\nIn addition to acquiring real estate assets, we provide a differentiated platform for senior housing operators looking to accelerate growth within a\nwell-capitalized, scaled organization. This approach broadens our access to high-quality operators, enhances our talent base, and creates potential access to the high-quality real estate embedded within those businesses.\n\nWe are thoughtfully deploying capital within the current opportunity set while continuing to strengthen the balance sheet. Our near-term goal is to\nachieve leverage of mid-6x net debt to EBITDA. However, we intend to target an even lower leverage level over time that allows us to play offense through any future market volatility.\n\nOur capital allocation framework – patient, disciplined, and long-term – is increasingly rare and increasingly valuable.\n\n**Looking Ahead**\n\nThe senior living sector is at a favorable\nstructural moment, and Sonida’s differentiated operating model, disciplined capital allocation, and proprietary data systems position us to capitalize on this opportunity in an outsized way. We are now entering **Phase 3**, with\n\n14755 PRESTON ROAD, SUITE 810\n\n**sonidaseniorliving.com**\n\n4\n\nDALLAS, TX 75254\n\nt. 972.770.5600 | f. 972.770.5666\n\nthe foundation in place and the business positioned to convert that foundation into sustained value creation. The opportunity set is asymmetric, and the team is ready. We are grateful for your\npartnership and are committed to earning your trust over time, through results that are measured in years rather than quarters.\n\nSincerely,\n\n**Brandon Ribar**\n\nChief\nExecutive Officer\n\nSonida Senior Living\n\n**Michael Simanovsky**\n\nChairman\nof the Board\n\nSonida Senior Living\n\n14755 PRESTON ROAD, SUITE 810\n\n**sonidaseniorliving.com**\n\n5\n\nDALLAS, TX 75254\n\nt. 972.770.5600 | f. 972.770.5666"}