NYSE: SNDA SONIDA SENIOR LIVING, INC. 8-K

SNDA corrects challenged preferred conversion, reissues 1.6M shares to settle litigation

Filed August 10, 2026 · Period ending August 10, 2026 · ~1 min read

Key Changes

high

Entered Exchange Agreement to resolve stockholder litigation challenging March 2026 preferred conversion; nullified prior conversion documents and reissued 1,601,505 common shares via new Series B Preferred mechanism at $32/share conversion price

Item 1.01 verify on EDGAR →
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Created Series B Convertible Preferred Stock (41,250 shares, $0.01 par) with terms substantially identical to Series A but lower $32 conversion price; shares immediately converted to common and both preferred series eliminated

Item 3.03 verify on EDGAR →
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Stockholder voluntarily dismissed Delaware federal court complaint; no additional cash payment beyond ~$5.8M paid in March 2026, warrants (1,031,250 at $40 strike, Nov 2027 expiry) unchanged

Item 1.01 verify on EDGAR →
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Issued 41,250 Series B Preferred shares to investors in exchange for surrender of disputed common shares and any Series A Preferred holdings under Section 4(a)(2) exemption

Item 3.02 verify on EDGAR →

Summary

Sonida Senior Living corrected a March 2026 preferred stock conversion that faced legal challenge, avoiding litigation by reissuing shares through new corporate mechanics. A stockholder had sued in Delaware federal court questioning the validity of the original conversion; rather than litigate, SNDA entered an Exchange Agreement with the preferred holders (Conversant A and B) on August 10, 2026.

The company filed certificates of correction to nullify the challenged March documents, designated 41,250 shares of new Series B Convertible Preferred Stock with a $32 conversion price, exchanged those shares for the disputed common stock and any remaining Series A holdings, immediately converted the Series B to 1,601,505 common shares, then eliminated both preferred series.

The economic result matches the original transaction—investors hold the same 1.6 million common shares and 1.03 million warrants ($40 strike, November 2027 expiry) for the same ~$5.8 million paid in March—but the legal path is now uncontested. The stockholder dismissed the complaint the same day. For common shareholders, the restructuring resolves execution risk from the litigation without diluting beyond the March terms or adding cash cost. The capital structure is now simpler (no outstanding preferred), and the conversion price and share count are locked. The quick settlement suggests management prioritized certainty over defending the original mechanics, a pragmatic choice that closes the legal overhang and lets the company move forward on its standalone operating plan.

Section-by-Section Diff

Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws

~37 words

SNDA filed an 8-K referencing amendments to articles of incorporation or bylaws, but the filing body provides no substantive disclosure.

1 Added

Added Bylaws or charter amendment medium

Added in current filing · verify on EDGAR →

The information set forth in Item 3.03 above is incorporated by reference herein in its entirety.

The 8-K discloses an amendment to the company's articles of incorporation or bylaws under Item 5.03, but incorporates the details by reference to Item 3.03. The filing body does not include Item 3.03 content, so the nature and substance of the amendment cannot be determined from this document.

Event · Item 3.03 — Material Modification to Rights of Security Holders

~400 words

SNDA restructured preferred stock via corrections, new Series B designation, conversion to common, and elimination of both series.

2 Added

Added Preferred stock restructuring medium

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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.

The company filed corrections with Delaware to reverse prior actions that had amended and eliminated Series A Preferred Stock. This unwound previous corporate actions affecting the Series A shares, restoring them to a prior state before the subsequent restructuring steps.

Added Preferred stock elimination high

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Following the Series B Conversion, the Company filed a Certificate of Elimination (the “August Certificate of Elimination”) on August 10, 2026 with the Delaware SOS effecting the elimination of both the Series A Preferred Stock and the Series B Preferred Stock, as no shares of either series of preferred stock were outstanding at the time of the August Certificate of Elimination filing and no shares were to be issued pursuant to the certificate of designation in respect of the Series A Preferred Stock or Series B Preferred Stock.

After converting the Series B shares, SNDA eliminated both Series A and Series B Preferred Stock because no shares of either series remained outstanding and none would be issued. This completes a restructuring that appears to have converted preferred equity into common stock, simplifying the capital structure.

Event · Item 3.02 — Unregistered Sales of Equity Securities

~100 words

Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.

1 Added

Added Series B Preferred Stock issuance medium

Added in current filing · verify on EDGAR →

issuance of 41,250 shares of Series B Preferred Stock in exchange for the surrender by the Investors of the Subject Shares and any shares of Series A Preferred Stock held by the Investors

The company issued 41,250 shares of Series B Preferred Stock to investors in exchange for their surrender of Subject Shares and any Series A Preferred Stock they held. The issuance was exempt from registration under Section 4(a)(2) of the Securities Act of 1933. The filing references Item 1.01 for additional details about the transaction terms and the investors involved, but that section is not included in the provided text.

Event · Item 1.01 — Entry into a Material Definitive Agreement

~1,000 words

Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.

2 Added

Added Exchange Agreement to resolve litigation high

Added in current filing · verify on EDGAR →

To eliminate any potential uncertainty raised by such allegations and avoid the burden, expense, distraction and inherent uncertainty of litigation without conceding the validity of such claims or any wrongdoing whatsoever, on August 10, 2026, the Company and the Investors entered into an Exchange Agreement, dated as of August 10, 2026 (the “Exchange Agreement”).

The company entered into an Exchange Agreement with Conversant A and Conversant B to resolve litigation uncertainty stemming from a stockholder complaint that challenged the validity of a March 2026 preferred stock conversion. The agreement allows the company to avoid litigation without admitting wrongdoing.

Added Voluntary dismissal of stockholder litigation high

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On August 10, 2026, the parties filed a notice of voluntary dismissal with respect to the stockholder complaint referenced above.

The stockholder who filed the complaint in the U.S. District Court for the District of Delaware challenging the validity of the March conversion voluntarily dismissed the case on August 10, 2026, resolving the litigation.