Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________________________________________________________________________ Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or (Address of principal executive of ices) (Zip Code) Delaware 75-2678809 (I.R.S. Employer Identification No.) Dallas, TX 75254 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF ...

Financial Data and Key Metrics Changes - For the full year 2025, net operating income increased by more than 22% and adjusted EBITDA per share improved by 28% [8][18] - The company realized a 5.9% increase in revenue per occupied room (RevPOR) for Q4 compared to the same quarter in the prior year, with an annual growth of 8.8% [18][19] - Total portfolio NOI at share grew by 22% or $15 million on an annualized basis [21] Business Line Data and Key Metrics Changes - The same-store portfolio saw an additional 20 basis points of sequential occupancy gains in Q4, following a 90 basis point increase in Q3 [18] - The acquisition portfolio experienced a 680 basis point occupancy jump from 2024, with community NOI margin expanding by 550 basis points to 24.7% [19][21] - The 19 communities acquired in 2024 showed a sequential occupancy improvement of 290 basis points from Q3 to Q4, with total occupancy improving by 820 basis points year-over-year [9] Market Data and Key Metrics Changes - The company anticipates accelerated occupancy gains as the 19 communities from the 2024 acquisition cohort move into the same-store portfolio in 2026 [19] - The average annual rent renewal rate on in-place leases for the recent March 1 renewal was 7.9%, applicable to 96% of total same-store residents, up from 6.8% the previous year [25] Company Strategy and Development Direction - The company completed the acquisition of CNL Healthcare Properties for a total consideration of $1.8 billion, enhancing competitive positioning and growth profile [5][6] - Plans are in place to prune approximately 10% of the portfolio based on community count, focusing on recycling capital into higher growth, newer vintage assets [22][39] - The company aims to maintain a focus on delivering excellent clinical care and services while developing a labor model that rewards strong employees [10][16] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the merger's potential to drive improved performance trends and significant upside [10] - The company is targeting growth in revenue per occupied room at or above the same-store growth achieved in 2025 for the full year 2026 [8] - Management highlighted the importance of retaining and developing talent, with a focus on reducing employee turnover [16] Other Important Information - The company has committed to a new upsized $405 million revolver to increase available capital for investment opportunities [14] - The acquisition is expected to provide significant capital for reinvestment in both internal ROI projects and new acquisitions [13] Q&A Session Summary Question: Can you discuss the adjusted EBITDA and interest costs assumptions post-merger? - Management indicated that details will be provided in Q1, aiming for comparability with large-scale REIT reporters [37] Question: What is the timeline for pruning the 10% of the portfolio? - Management expects to make progress within a six to twelve-month timeline, with proceeds primarily used for deleveraging and reinvestment in higher quality assets [39] Question: Is the 16%-17% same-store NOI growth a good run rate number? - Management views this as a starting point for the new asset bucket, with further insights to be provided as normalized FFO metrics are released [40][41] Question: Is the 7.9% rate increase for the legacy pool or the current pool? - The rate increase is for the legacy pool that was implemented recently [46] Question: Will net lease assets be part of the dispositions this year? - Management stated there are no immediate plans to sell net lease assets but will evaluate market conditions for potential opportunities [49]

Financial Data and Key Metrics Changes - For the full year 2025, Sonida's net operating income increased by more than 22% and adjusted EBITDA at share improved by 28% [8][18] - The company realized a 5.9% increase in revenue per occupied room (RevPOR) for Q4 compared to the same quarter in the prior year, with an annual growth of 8.8% [18][20] - The total portfolio NOI at share grew by 22% or $15 million on an annualized basis [20] Business Line Data and Key Metrics Changes - The same-store portfolio saw an additional 20 basis points of sequential occupancy gains in Q4, following a 90 basis points increase in Q3 [18] - The acquisition portfolio experienced a 680 basis point occupancy jump from 2024, with community NOI margin expanding by 550 basis points to 24.7% [19] - The 19 communities acquired in 2024 showed a sequential occupancy improvement of 290 basis points from Q3 to Q4, with total occupancy improving by 820 basis points year-over-year [9] Market Data and Key Metrics Changes - The company anticipates accelerated occupancy gains as the 19 communities from the 2024 acquisition cohort move into the same-store portfolio in 2026 [18] - The average annual rent renewal rate on in-place leases for the recent March 1 renewal was 7.9%, up from 6.8% the previous year [25] Company Strategy and Development Direction - The company completed the acquisition of CNL Healthcare Properties for a total consideration of $1.8 billion, enhancing competitive positioning and growth profile [5][6] - Sonida plans to prune approximately 10% of its portfolio based on community count to recycle capital into higher growth, newer vintage assets [22][39] - The focus will be on delivering excellent clinical care and services while developing a labor model that rewards strong employees [10][16] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the merger's potential to drive improved performance trends and significant upside [10] - The company is committed to retaining and developing talent, with a focus on reducing employee turnover [16] - Management highlighted the importance of operational performance and advanced technology platforms to improve resident outcomes and efficiency [17] Other Important Information - The company has reached an agreement for the early conversion of Series A convertible preferred stock into common equity, simplifying its capital structure and reducing costs [14][15] - The commitment of a new upsized $405 million revolver will increase available capital for investment opportunities [13] Q&A Session Summary Question: Can you discuss the adjusted EBITDA and interest costs post-merger? - Management indicated that details will be provided in Q1, aiming for comparability with large-scale REIT reporters [36] Question: What is the timeline for pruning the 10% of the portfolio? - Management expects to make progress within 6 to 12 months, with proceeds first going to de-lever the company [39] Question: Is the 16%+ same-store NOI growth a good run rate number? - Management views it as a starting point and will provide more insights as they release normalized FFO metrics [40][41] Question: Is the 7.9% rate increase for the legacy pool or the current pool? - The rate increase is for the legacy pool that was pushed through recently [45] Question: Will net lease assets be part of the dispositions this year? - Management stated there are no immediate plans for net lease assets but will evaluate market opportunities [50]

The Ashton at Anderson Investor Presentation Fourth Quarter and Full Year 2025 March 11, 2026 SNDA NYSE Listed Forward-Looking Statements Explanatory Note As further described in the Company's Current Report on Form 8-K filed with the SEC on March 11, 2026, the Company completed its previously announced acquisition of CNL Healthcare Properties, Inc. ("CHP") through a series of steps ending with a forward merger of CHP with and into a subsidiary of the Company (the "CHP merger" or "merger"), with such subsid ...

Core Insights - Sonida Senior Living (SNDA) reported a quarterly loss of $1.29 per share, which was worse than the Zacks Consensus Estimate of a loss of $1.17, and a significant increase from a loss of $0.83 per share a year ago, indicating a negative earnings surprise of -10.26% [1] - The company generated revenues of $87.35 million for the quarter ended December 2025, missing the Zacks Consensus Estimate by 1.73% and down from $91.93 million in the same quarter last year [2] - Sonida Senior Living shares have increased by approximately 14% since the beginning of the year, contrasting with a 0.9% decline in the S&P 500 [3] Earnings Outlook - The current consensus EPS estimate for the upcoming quarter is -$1.15 on revenues of $86.45 million, and for the current fiscal year, it is -$2.17 on revenues of $354.24 million [7] - The estimate revisions trend for Sonida Senior Living was mixed prior to the earnings release, resulting in a Zacks Rank 3 (Hold), suggesting the stock is expected to perform in line with the market in the near future [6] Industry Context - The Medical Services industry, to which Sonida Senior Living belongs, is currently ranked in the top 36% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8] - The Oncology Institute, Inc., another company in the same industry, is expected to report a quarterly loss of $0.08 per share, reflecting a year-over-year change of +42.9%, with revenues anticipated to be $141 million, up 40.6% from the previous year [9][10]

Revenue and Income - Resident revenue for Q4 2025 increased by $9.2 million, or 11.9%, compared to Q4 2024, reaching $86.3 million[11] - For the year ended December 31, 2025, resident revenue increased by $64.2 million, or 24.0%, totaling $332.0 million[17] - Resident revenue for the year was $332.0 million, representing a 24% increase from $268.0 million in 2024[35] - Community Net Operating Income for Q4 2025 was $16.3 million, a year-over-year growth of 6.5%[5] - Consolidated community net operating income for Q4 2025 was $21,344,000, up from $19,048,000 in Q4 2024, reflecting a year-over-year increase of approximately 12.06%[52] - Adjusted EBITDA for 2025 was $53.8 million, an increase of $10.6 million or 24.5% compared to 2024[5] - Adjusted EBITDA for Q4 2025 was $12,943,000, compared to $12,348,000 in Q4 2024, marking an increase of approximately 4.8%[55] Expenses and Losses - Operating expenses for the year ended December 31, 2025 were $253.2 million, an increase of $51.2 million compared to 2024[18] - The company reported a net loss of $72.5 million for the year ended December 31, 2025, compared to a net loss of $3.3 million for 2024[24] - The company reported a net loss of $72.492 million for the year ended December 31, 2025, a significant increase from a net loss of $3.280 million in 2024[39] - For Q4 2025, the company reported a net loss of $30,146,000 compared to a net loss of $6,218,000 in Q4 2024, indicating a significant decline in performance[52] - The company incurred transaction, transition, and restructuring costs of $8,986,000 in Q4 2025, significantly higher than $2,912,000 in Q4 2024, indicating increased operational adjustments[55] Cash Flow and Liquidity - The company experienced a net cash outflow of $8.8 million in cash and cash equivalents for the year 2025, contrasting with an inflow of $21.3 million in 2024[25] - As of December 31, 2025, the company had an unrestricted cash balance of $11.0 million and outstanding borrowings of $95.1 million under its revolving credit facility[25] - The company plans to rely on cash flows from operations and proceeds from debt financings to meet its liquidity needs going forward[25] - Net cash provided by operating activities was $24.364 million in 2025, a turnaround from a net cash used of $1.782 million in 2024[39] Assets and Liabilities - Total assets increased to $844.845 million as of December 31, 2025, compared to $841.921 million in 2024, reflecting a growth of 0.2%[37] - Total current liabilities rose to $105.134 million in 2025, up from $95.187 million in 2024, indicating an increase of 10.3%[37] - Long-term debt increased to $682.450 million in 2025 from $635.904 million in 2024, marking a rise of 7.3%[37] - Cash and cash equivalents decreased to $11.008 million in 2025 from $16.992 million in 2024, representing a decline of 35.1%[37] - The total equity decreased to $5.006 million in 2025 from $78.360 million in 2024, a decline of 93.6%[37] Operational Performance - Weighted average occupancy for the same-store portfolio rose by 90 basis points to 87.9% in Q4 2025 from 87.0% in Q4 2024[5] - Community Net Operating Income Margin for year-to-date 2025 was 27.9%, up from 27.4% in 2024[5] - Same-store community net operating income margin improved to 27.6% in Q4 2025 from 27.3% in Q4 2024, showing a positive trend in operational efficiency[52] - The company incurred capital expenditures of $33.284 million in 2025, compared to $25.170 million in 2024, reflecting a 32.3% increase[39] Financial Transactions and Future Outlook - The acquisition of CNL Healthcare Properties was valued at approximately $1.8 billion, with 68% paid in stock and 32% in cash[6] - The company is evaluating financial transactions, including debt financing and asset sales, to enhance its capital position[26] - The company anticipates challenges in securing debt or refinancing due to current economic conditions and market liquidity tightening[27] - The company recorded non-cash impairment charges of $12.5 million for the year ended December 31, 2025[21] - Long-lived asset impairment for Q4 2025 amounted to $7,792,000, compared to no impairment in Q4 2024, indicating potential asset valuation concerns[55] - Interest expense for Q4 2025 was $10,008,000, slightly up from $9,596,000 in Q4 2024, reflecting ongoing financing costs[55] - The company reported depreciation and amortization expenses of $56.768 million in 2025, up from $44.051 million in 2024, an increase of 29.0%[39] - The company reported a provision for credit losses of $1,062,000 in Q4 2025, slightly down from $1,086,000 in Q4 2024, suggesting improved credit quality[55]

Core Insights - Sonida Senior Living, Inc. reported significant growth in its acquisition portfolio and performance across same-store communities, achieving approximately 22% total portfolio NOI expansion in 2025 [1][2] - The completion of the acquisition of CNL Healthcare Properties positions Sonida as the eighth-largest owner of senior housing assets in the U.S., with a portfolio of 153 high-quality communities [1][2] - The company anticipates continued organic and inorganic growth in 2026 and beyond, supported by a strong operating model and favorable senior housing fundamentals [1] Fourth Quarter and Full Year Highlights - For Q4 2025, Community Net Operating Income (NOI) Margin was 27.6%, up from 27.3% in Q4 2024, with Community NOI increasing by 6.5% year-over-year to $16.3 million [1][2] - Revenue Per Occupied Unit (RevPOR) increased by 4.6% to $4,363, while Revenue Per Available Unit (RevPAR) rose by 5.7% to $3,834 [1][2] - Year-to-date 2025 results showed a Community NOI Margin of 27.9%, with Community NOI increasing by 8.0% to $65.2 million [1][2] Recent Developments - The acquisition of CNL Healthcare Properties was completed on March 11, 2026, valued at approximately $1.8 billion, with 68% of the consideration in Sonida Common Stock and 32% in cash [1][2] - The company amended its revolving credit facility to increase available commitments to $405 million and secured $525 million in new term loans to fund the CHP Merger [1][2] - A bridge loan agreement for $270 million was entered into to finance part of the cash consideration for the CHP Merger [2] Financial Performance - Resident revenue for Q4 2025 was $86.3 million, an increase of 11.9% from $77.1 million in Q4 2024, driven by increased occupancy and average rent rates [2][3] - Operating expenses for Q4 2025 rose to $66.2 million from $59.2 million in Q4 2024, primarily due to costs associated with additional communities acquired [2][3] - The company reported a net loss of $30.1 million for Q4 2025, compared to a net loss of $6.2 million in Q4 2024 [2][3] Year-End Financial Overview - For the year ended December 31, 2025, resident revenue was $332.0 million, a 24.0% increase from $267.8 million in 2024 [3] - Total operating expenses for 2025 were $253.2 million, up from $202.0 million in 2024, largely due to increased labor costs and expenses from newly acquired communities [3] - The company recorded a net loss of $72.5 million for 2025, compared to a net loss of $3.3 million for 2024 [3] Liquidity and Capital Resources - As of December 31, 2025, the company had an unrestricted cash balance of $11.0 million and outstanding borrowings of $95.1 million under its revolving credit facility [3] - Future liquidity will depend on operating performance and access to capital through various financing options [3]

Core Viewpoint - Sonida Senior Living, Inc. has successfully completed its merger with CNL Healthcare Properties, Inc., enhancing its position as a significant player in the U.S. senior living market [1] Company Summary - Sonida Senior Living, Inc. is one of the largest owner-operators and investors in U.S. senior living communities [1] - The merger involved Sonida acquiring 100% of CNL Healthcare Properties in a cash and stock transaction [1] Industry Summary - The merger signifies a consolidation trend in the senior living sector, as companies seek to expand their portfolios and improve operational efficiencies [1]

Core Viewpoint - Sonida Senior Living, Inc. announced the release date for its fourth quarter and full year 2025 earnings results, scheduled for March 11, 2026, before market opening, followed by a conference call at 4:30 PM Eastern Time [1] Group 1: Earnings Release and Conference Call - The earnings results will be issued before the market opens on March 11, 2026 [1] - A conference call and webcast will be held at 4:30 PM Eastern Time to discuss financial performance and operating results [1] - Participants are encouraged to register and connect 10 minutes prior to the call/webcast [1] Group 2: Company Overview - Sonida Senior Living, Inc. is a leading owner, operator, and investor in senior living communities, focusing on independent living, assisted living, and memory care [1] - As of December 31, 2025, the company owned, managed, or invested in 96 senior housing communities across 20 states, with a total capacity of approximately 10,150 residents [1] - The company operates 84 owned senior housing communities, including four through joint ventures in consolidated entities and four in unconsolidated entities [1]

Core Viewpoint - Sonida Senior Living, Inc. is actively participating in Citi's 2026 Global Property CEO Conference, indicating its commitment to engaging with industry leaders and stakeholders [1]. Company Participation - The conference will take place from March 2nd to March 4th at the Diplomat Resort & Spa in Hollywood, Florida [1]. - Key executives attending include Brandon Ribar (President & CEO), Kevin Detz (CFO), and Max Levy (CIO), highlighting the company's leadership involvement in industry discussions [1].