SONIDA SENIOR LIVING, INC., 10-Q filed on 5/11/2026
Quarterly Report
v3.26.1
Cover Page - shares
 3 Months Ended
Mar. 31, 2026
May 07, 2026
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2026  
Document Transition Report false  
Entity File Number 1-13445  
Entity Registrant Name Sonida Senior Living, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 75-2678809  
Entity Address, Address Line One 14755 Preston Road  
Entity Address, Address Line Two Suite 810  
Entity Address, City or Town Dallas  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75254  
City Area Code 972  
Local Phone Number 770-5600  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Trading Symbol SNDA  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   47,346,257
Amendment Flag false  
Document Fiscal Year Focus 2026  
Document Fiscal Period Focus Q1  
Entity Central Index Key 0001043000  
Current Fiscal Year End Date --12-31  
v3.26.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Current assets    
Cash and cash equivalents $ 84,284 $ 11,008
Restricted cash 15,940 19,264
Accounts receivable, net of allowance for credit losses of $5.1 million and $2.6 million, respectively 26,002 18,611
Prepaid expenses and other assets 10,824 6,373
Assets held for sale 9,459 9,453
Derivative assets 182 8
Deferred issuance costs 0 13,163
Total current assets 146,691 77,880
Property and equipment, net 2,201,292 736,188
Investment in unconsolidated entity 8,581 8,789
Intangible assets, net 197,555 19,743
Goodwill 63,950 0
Other assets, net 9,152 2,245
Total assets [1] 2,627,221 844,845
Current liabilities    
Accounts payable 18,177 4,705
Accrued expenses 66,423 71,663
Current portion of debt, net of deferred loan costs 218,673 7,291
Deferred income 13,104 7,275
Federal and state income taxes payable 1,232 292
Liabilities held for sale 13,619 13,529
Other current liabilities 2,435 379
Total current liabilities 333,663 105,134
Long-term debt, net of deferred loan costs 1,403,684 682,450
Other long-term liabilities 856 1,006
Total liabilities [1] 1,738,203 788,590
Commitments and contingencies (Note 13)
Redeemable preferred stock:    
Series A convertible preferred stock, $0.01 par value; none authorized, none issued and outstanding as of March 31, 2026 and 41 shares authorized, 41 shares issued and outstanding as of December 31, 2025 0 51,249
Equity:    
Preferred stock 0 0
Common stock 474 188
Additional paid-in capital 1,416,615 490,804
Retained deficit (532,231) (491,003)
Total Sonida shareholders’ equity (deficit) 884,858 (11)
Noncontrolling interest: 4,160 5,017
Total equity 889,018 5,006
Total liabilities, redeemable preferred stock and equity $ 2,627,221 $ 844,845
[1] The condensed consolidated balance sheets include the following amounts related to our consolidated Variable Interest Entity (VIE): $1.4 million and $1.8 million of Cash and cash equivalents; $2.1 million and $2.0 million of Restricted cash; $0.3 million and $0.4 million of Accounts receivable, net; and $29.3 million and $28.8 million of Property and equipment, net; $2.3 million and $2.8 million of Intangible assets, net; $1.1 million and $1.0 million of Accounts payable; $0.7 million and $0.7 million of Accrued expenses; $0.3 million and $0.3 million of Deferred income; $19.9 million and $21.5 million of Debt, net of deferred loan costs; and $0.1 million and $0.1 million of Other long-term liabilities, in each case, as of March 31, 2026 and December 31, 2025, respectively.
v3.26.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Allowance for doubtful accounts $ 5,100 $ 2,600
Series A convertible preferred stock , par value (in USD per share) $ 0.01 $ 0.01
Temporary equity, shares authorized (in shares) 0 41,000
Temporary equity, shares issued (in shares) 0 41,000
Temporary equity, shares outstanding (in shares) 0 41,000
Preferred stock, par value (in USD per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 15,000,000 15,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in USD per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 100,000,000 30,000,000
Common stock, shares issued (in shares) 47,359,000 18,770,000
Common stock, shares outstanding (in shares) 47,359,000 18,770,000
Cash and cash equivalents $ 84,284 $ 11,008
Restricted cash 15,940 19,264
Accounts receivable, net of allowance 26,002 18,611
Property and equipment, net 2,201,292 736,188
Accounts payable 18,177 4,705
Accrued expenses 66,423 71,663
Deferred income 13,104 7,275
Long-term debt, net of deferred loan costs 1,403,684 682,450
Other long-term liabilities 856 1,006
Variable Interest Entity    
Cash and cash equivalents 1,400 1,800
Restricted cash 2,100 2,000
Accounts receivable, net of allowance 300 400
Property and equipment, net 29,300 28,800
Intangible assets, net 2,300 2,800
Accounts payable 1,100 1,000
Accrued expenses 700 700
Deferred income 300 300
Long-term debt, net of deferred loan costs 19,900 21,500
Other long-term liabilities $ 100 $ 100
v3.26.1
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Revenues:    
Total revenues $ 122,632 $ 91,923
Expenses:    
Operating expense 82,676 60,414
General and administrative expense 10,463 8,472
Transaction, transition and restructuring costs 26,094 610
Depreciation and amortization expense 19,960 13,686
Managed community reimbursement expense 11,365 11,607
Third-party property management fees 1,048 0
Total expenses 151,606 94,789
Other income (expense):    
Interest income 219 242
Interest expense (12,833) (9,446)
Loss from equity method investment (208) (330)
Other income (expense), net 554 (550)
Loss before provision for income taxes (41,242) (12,950)
Provision for income taxes (208) (75)
Net loss (41,450) (13,025)
Less: Net loss attributable to noncontrolling interests 222 496
Net loss attributable to Sonida shareholders (41,228) (12,529)
Dividends on Series A convertible preferred stock (1,093) (1,409)
Deemed dividend on induced conversion of Series A convertible preferred stock (19,069) 0
Net loss attributable to common shareholders $ (61,390) $ (13,938)
Weighted average common shares outstanding — basic (in shares) 25,694 18,047
Weighted average common shares outstanding — diluted (in shares) 25,694 18,047
Basic net loss per share - common shareholders (in USD per share) $ (2.39) $ (0.77)
Diluted net loss per share - common shareholders (in USD per share) $ (2.39) $ (0.77)
Resident revenue    
Revenues:    
Total revenues $ 108,427 $ 79,255
Rental income    
Revenues:    
Total revenues 1,695 0
Management fee income    
Revenues:    
Total revenues 1,145 1,061
Managed community reimbursement revenue    
Revenues:    
Total revenues $ 11,365 $ 11,607
v3.26.1
Condensed Consolidated Statements of Changes in Equity (Deficit) (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock
Additional Paid-In Capital
Retained Deficit
Noncontrolling Interests
Beginning balance (in shares) at Dec. 31, 2024   18,992      
Beginning balance at Dec. 31, 2024 $ 78,360 $ 190 $ 491,819 $ (420,224) $ 6,575
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Capital distributions to noncontrolling interest (132)       (132)
Series A convertible preferred stock dividends (1,409)   (1,409)    
Stock-based plan activity (in shares)   (114)      
Stock-based plan activity (50) $ (1) (49)    
Non-cash stock-based compensation 973   973    
Net loss (13,025)     (12,529) (496)
Ending balance (in shares) at Mar. 31, 2025   18,878      
Ending balance at Mar. 31, 2025 64,717 $ 189 491,334 (432,753) 5,947
Beginning balance (in shares) at Dec. 31, 2025   18,770      
Beginning balance at Dec. 31, 2025 5,006 $ 188 490,804 (491,003) 5,017
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock, net of issuance costs (in shares)   27,016      
Issuance of common stock, net of issuance costs 880,599 $ 270 880,329    
Series A convertible preferred stock dividends (1,093)   (1,093)    
Series A convertible preferred stock induced conversion consideration (4,698)   (4,698)    
Series A convertible preferred stock deemed dividend on induced conversion (19,069)   (19,069)    
Issuance of stock (in shares)   1,602      
Issuance of common stock, net for induced conversion of Series A convertible preferred stock 66,313 $ 16 66,297    
Modification of warrants 3,577   3,577    
Purchase of noncontrolling interest (2,068)   (1,433)   (635)
Stock-based plan activity (in shares)   (29)      
Stock-based plan activity (495)   (495)    
Non-cash stock-based compensation 2,396   2,396    
Net loss (41,450)     (41,228) (222)
Ending balance (in shares) at Mar. 31, 2026   47,359      
Ending balance at Mar. 31, 2026 $ 889,018 $ 474 $ 1,416,615 $ (532,231) $ 4,160
v3.26.1
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Cash flows from operating activities:    
Net loss $ (41,450) $ (13,025)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 19,960 13,686
Amortization of deferred loan costs 765 421
Loss on derivative instruments, net (393) 490
Loss from equity method investment 208 330
Provision for credit losses 1,041 695
Non-cash stock-based compensation expense 2,396 973
Other non-cash items 114 179
Changes in operating assets and liabilities, net of business acquisition:    
Accounts receivable, net (2,535) 1,807
Prepaid expenses 1,686 805
Other assets, net (421) (62)
Accounts payable and accrued expenses (1,865) (3,476)
Federal and state income taxes payable 202 69
Deferred income (15,666) 1,043
Customer deposits 69 (112)
Net cash provided by (used in) operating activities (35,889) 3,823
Cash flows from investing activities:    
Acquisition of new businesses, net of cash acquired (913,002) 0
Return of investment in unconsolidated entity 0 392
Acquisition of noncontrolling interest (3,577) 0
Capital expenditures (6,756) (8,337)
Net cash used in investing activities (923,335) (7,945)
Cash flows from financing activities:    
Proceeds from issuance of common stock, net of issuance costs 108,780 0
Proceeds from issuance of debt 1,102,500 0
Repayments of debt (159,013) (918)
Distributions to noncontrolling investors in joint ventures 0 (132)
Purchase of derivative assets (1,202) 0
Series A convertible preferred induced conversion consideration and closing costs (5,125) 0
Dividends paid on Series A convertible preferred stock (1,093) (1,409)
Deferred loan costs paid (15,175) (38)
Other financing costs (496) (51)
Net cash provided by (used in) financing activities 1,029,176 (2,548)
Increase (decrease) in cash and cash equivalents and restricted cash 69,952 (6,670)
Cash, cash equivalents, and restricted cash at beginning of period 30,272 39,087
Cash, cash equivalents, and restricted cash at end of period 100,224 32,417
Cash paid during the period for:    
Interest 9,198 8,806
Income taxes paid, net 6 7
Non-cash investing and financing activities:    
Non-cash common stock issued for acquisition of new business 771,819 0
Non-cash issuance of common stock for induced conversion of Series A convertible preferred stock 47,656 0
Non-cash modification of warrants 3,577 0
Non-cash additions of property and equipment 975 1,412
Non-cash right-of-use assets $ 0 $ 643
v3.26.1
Basis of Presentation
 3 Months Ended
Mar. 31, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation Basis of Presentation
Organization and Business
Sonida Senior Living, Inc., a Delaware corporation (together with its subsidiaries, the “Company,” “we,” “our,” “us,” or “Sonida”), is a leading owner, operator and investor in independent living, assisted living and memory care communities and services for senior adults in the United States. The Company owns, operates, manages and invests in senior housing communities throughout the United States. As of March 31, 2026, the Company owns, manages or is invested in 165 senior housing communities with over 16,400 total units1 across 35 states, including 153 owned senior housing communities (inclusive of 54 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 manages on behalf of a third-party. On March 11, 2026, the Company completed its previously announced merger with CNL Healthcare Properties, Inc. (“CHP”). See “Note 2–CHP Merger.”
Principles of Consolidation
The accompanying condensed consolidated financial statements include the financial statements of Sonida Senior Living, Inc., its wholly-owned subsidiaries, and other entities in which the Company has a controlling financial interest. All material intercompany balances and transactions have been eliminated in consolidation. The Company reports investments in unconsolidated entities whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting.
The Company evaluates its potential variable interest entity (“VIE”) relationships under certain criteria as provided for in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”). ASC 810 broadly defines a VIE as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Company performs this evaluation on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary, as determined by the Company's power to direct the VIEs activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. As of March 31, 2026, the Company has a joint venture, Stone JV LLC (“Stone JV”), which is treated as an unconsolidated entity. See “Note 4–Investments, Acquisitions and Assets Held for Sale.”
As of March 31, 2026, the Company was a 51% owner in one joint venture (the “Palatine JV”) with affiliates of Palatine Capital Partners (“Palatine”). The Company has evaluated its investment in the Palatine JV under ASC 810. The Company has determined that it has the power to direct the activities of the VIE that most significantly impact its economic performance and is the primary beneficiary of the VIE in accordance with ASC 810. Accordingly, the Company has consolidated the activity of the Palatine JV into its consolidated financial statements for the periods ended March 31, 2026 and December 31, 2025. Prior to March 31, 2026, the Company was a 51% owner in two joint ventures with Palatine. See “Note 4–Property and Investments, Acquisitions and Assets Held for Sale.”
Interim Unaudited Financial Information
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The results for the interim periods shown in this report are not necessarily indicative of future financial results. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, including normal recurring items, necessary to present fairly our condensed consolidated financial position as of
March 31, 2026 and December 31, 2025, and our condensed consolidated results of operations and cash flows for the periods ended March 31, 2026 and 2025.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. These estimates include such items related to the accounting for: income taxes, including assessments of probabilities of realization of income tax benefits; other contingencies; allowances for uncollectible accounts receivable; impairment of long-lived assets and intangible assets, including applicable cash flow projections, holding periods and fair value evaluations; stock-based compensation; fair values of assets and liabilities acquired in asset acquisitions and business combinations, fair values of our equity method investments; and depreciation and amortization, including determination of estimated useful lives. Actual results could differ from those estimates.
v3.26.1
CHP Merger
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
CHP Merger CHP Merger
Strategic Merger with CNL Healthcare Properties, Inc.
On March 11, 2026, pursuant to a definitive agreement and plan of merger dated November 4, 2025 (the “Merger Agreement”), by and among the Company, SSL Sparti LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Holdco”), SSL Sparti Property Holdings Inc., a Maryland corporation and a wholly owned subsidiary of Holdco (f/k/a Sparti Merger Sub, Inc., “SNDA Merger Sub”), CNL Healthcare Properties, Inc., a Maryland corporation (“CHP”), and CHP Merger Corp., a Maryland corporation and a wholly owned subsidiary of CHP (“CHP Merger Sub”), the Company completed the acquisition of CHP through a series of steps ending with a forward merger of CHP with and into SNDA Merger Sub, with SNDA Merger Sub surviving the merger (the “CHP Merger”). As a result of the CHP Merger, the Company acquired 100% of the outstanding shares of CHP. The transactions contemplated by the Merger Agreement are collectively referred to herein as the “Merger Transactions”.
Pursuant to the Merger Agreement, each share of common stock of CHP, par value $0.01, was cancelled and converted into the right to receive (i) $2.32 in cash and 0.1318 shares of common stock of the Company, par value $0.01 (“Sonida Common Stock”), which was determined by dividing (a) $4.58 by (b) the volume weighted average trading price (“VWAP”), of Sonida Common Stock during a measurement period prior to the closing date, 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. Since the VWAP during the measurement period was $35.93, the 0.1318 exchange ratio was calculated by dividing $4.58 by $34.76, being the high end of the asymmetrical collar.
In connection with the issuance of Sonida Common Stock to the former CHP shareholders and certain equity financing transactions, on February 26, 2026, the Company amended its Amended and Restated Certificate of Incorporation, pursuant to that certain Eighth Certificate of Amendment to the Amended and Restated Certificate of Incorporation, to increase the authorized number of shares of Sonida Common Stock to 100.0 million.
Financing of the Merger Transactions
On December 29, 2025, the Company amended and restated its revolving credit facility (as further amended on March 5, 2026, the “A&R Credit Agreement”) to, among other things, provide for permanent debt financing (“Permanent Financing”) to fund a portion of the cash consideration necessary for the CHP Merger, which amendments were subject to and conditioned upon the consummation of the CHP Merger. The A&R Credit Agreement increased the available commitments under the revolving credit facility to $405.0 million, extended the maturity thereof to March 10, 2030, reduced the leverage-based pricing matrix to between Secured Overnight Financing Rate (“SOFR”) plus 1.35% margin and SOFR plus 2.00% margin, increased the number of participating lenders under the credit facility, and effected certain other changes (the “Revolving Credit Facility”). In addition, under the A&R Credit Agreement, the Company incurred $525.0 million in new term loans in two equal tranches (the “Term Loan Facility”). The Term Loan Facility is comprised of a three-year tranche that matures on March 10, 2029 and a five-year tranche that matures March 10, 2031. The Term Loan Facility is subject to a leverage-based pricing matrix between SOFR plus 1.30% margin and SOFR plus 1.95% margin. The A&R Credit Agreement has a $320.0 million accordion feature to provide for future liquidity needs of the Company. The Company entered into a SOFR-based interest rate cap (“IRC”) to reduce exposure to the variable interest rate fluctuations associated with the Term Loan Facility. 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%.
On March 10, 2026, in order to fund the remaining portion of the cash consideration required for the CHP Merger, the Company incurred $270.0 million in loans under a 364-day senior secured bridge facility (the “Bridge Facility”). 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 Permanent Financing and the Bridge Facility are subject to customary guarantees and security provisions, events of default, corporate covenants and borrowing base availability requirements. The Company entered into a SOFR-based IRC to reduce exposure to the variable interest rate fluctuations associated with the Bridge Facility. The IRC has a total cost of $35 thousand, an aggregate notional amount of $270.0 million, a 12-month term and a SOFR-based interest rate cap of 4.25%. See “Note 8–Debt” and “Note 18–Subsequent Events.”
On March 30, 2026, the Company incurred an additional $25.0 million in permanent term loans under the Term Loan Facility, and on March 31, 2026, incurred an additional $25.0 million on the Revolving Credit Facility in order to repay $50.0 million of loans outstanding under the Bridge Facility. As a result of the transaction as of March 31, 2026, the Term Loan Facility increased to $550.0 million in two equal tranches, the Revolving Credit Facility increased to $430.0 million, and the Bridge Facility decreased to $220.0 million. The transaction did not impact the leverage-based pricing matrix or maturity on the three facilities.
In connection with the Merger Transactions, the Company has incurred $25.6 million of transaction costs which are included in Transaction, transition and restructuring costs on the condensed consolidated statements of operations for the three months ended March 31, 2026.
Equity Financing
On November 4, 2025, the Company entered into (i) an investment agreement (the “Conversant Investment Agreement”) with certain affiliates of Conversant Capital LLC (the “Conversant Investors”), pursuant to which the Conversant Investors agreed to fund an aggregate amount of $100.0 million in exchange for the issuance of 3,739,716 shares of Sonida Common Stock in a private placement pursuant to Section 4(a)(2) of the Securities Act at $26.74 per share, immediately prior to the CHP Merger, and (ii) an investment agreement (the “Silk Investment Agreement” and, together with the Conversant Investment Agreement, collectively, the “Investment Agreements”) with Silk (the Conversant Investors and Silk, together, the “Equity Investors”) pursuant to which Silk agreed to fund an aggregate amount of $10.0 million in exchange for the issuance of 373,972 shares of Sonida Common Stock in a private placement at $26.74 per share on substantially the same terms as in the Conversant Investment Agreement (collectively, the “Equity Financing”). On March 11, 2026, the Company issued 4,113,688 shares of Sonida Common Stock to the Equity Investors. Sonida used the proceeds from the Equity Financing pursuant to the Investment Agreements to fund a portion of the cash consideration required for the consummation of the transactions under the Merger Agreement. Under the Investment Agreements, Sonida provided to the Equity Investors representations and warranties substantially similar to those under the Merger Agreement, and the Equity Investors provided to Sonida customary representations and warranties for a private financing of this type. The Equity Investors and Sonida are subject to compliance with customary covenants under the Investment Agreements, subject to the Equity Investors’ consent (not to be unreasonably withheld, conditioned or delayed). The parties have provided mutual indemnities for breach of certain representation and warranties and post-closing covenants capped at the applicable purchase price paid by each of the Equity Investors. Under the Investment Agreements, Sonida was responsible for the Equity Investors’ reasonable and documented legal and other out-of-pocket expenses in connection with the Equity Financing which totaled $1.2 million.
In connection with the closing of the Equity Financing, (i) Conversant and certain other entities affiliated with Conversant that are current Company shareholders, Silk and the Company entered into an amended and restated investor rights agreement, and (ii) the Conversant Parties, Silk, PF Investors, LLC and the Company entered into an amended and restated registration rights agreement.
Preliminary Purchase Price
The consideration for the CHP Merger, which was transferred on March 11, 2026, the closing date of the CHP Merger (“Closing Date”), is as follows (in thousands, except per share data):
March 11,
2026
Quantity of outstanding CHP common stock173,942 
Fixed cash consideration per share$2.32
Aggregate Cash Consideration$403,545 
Cash in lieu of fractional shares824
Total Cash Consideration$404,369 
Exchange ratio0.1318
Aggregate Stock Consideration22,903 
SNDA closing stock price$33.70
Aggregate Stock Consideration (at fair value)$771,819 
CHP debt settlement payment (inclusive of accrued interest)565,923 
Upfront payments pursuant to the advisor assets purchase 6,076 
Advisor disposition fee14,338 
Settlement of CHP transaction costs116 
Total preliminary purchase price$1,762,641 

Preliminary Purchase Price Allocation
For the Company’s real estate acquisitions that are accounted for as business combinations, such as the CHP Merger, the Company allocates the acquisition consideration (excluding acquisition costs) to the assets acquired, liabilities assumed, and noncontrolling interests at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill. Acquisition costs related to business combinations are expensed as incurred. The preliminary estimated fair values of the assets acquired and liabilities assumed were based on information that was available as of March 11, 2026, the Closing Date. The fair values were determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant.
The following table provides a summary of the preliminary purchase price allocation by major categories of assets acquired and liabilities assumed based on their respective estimated fair values as of March 11, 2026 (in thousands):
March 11,
2026
Total preliminary purchase price$1,762,641 
Assets:
Cash and cash equivalents$77,820 
Accounts receivable5,897 
Prepaid expenses and other6,137 
Property and equipment1,472,066 
Intangible assets183,813 
Other assets306 
Total assets acquired$1,746,039 
Liabilities:
Accounts payable$8,346 
Accrued expenses14,788 
Deferred income21,502 
Federal and state income taxes payable738 
Other current liabilities1,974 
Total liabilities assumed$47,348 
Estimated preliminary fair value of net assets acquired $1,698,691 
Goodwill$63,950 
As of March 31, 2026, the Company had not finalized the determination of fair value of certain tangible and intangible assets acquired and liabilities assumed including, but not limited to, real estate assets, intangible assets and liabilities, and goodwill. As such, the assessment of fair value of assets acquired and liabilities assumed is preliminary and was based on information that was available at the time the condensed consolidated financial statements were prepared. The finalization of the purchase accounting assessment could result in material changes in the Company’s determination of the fair value of assets acquired and liabilities assumed, which will be recorded as measurement period adjustments in the period in which they are identified, up to one year from the Closing Date.
All of the goodwill totaling approximately $64.0 million has been allocated to the Company’s single reportable segment. The recognized goodwill is attributable to expected synergies, cost savings, acquired workforce, and potential economies of scale benefits from senior living property management and community and vendor relationships following the closing of the CHP Merger. None of the goodwill recognized is expected to be deductible for tax purposes.
Merger-Related Costs
During the three months ended March 31, 2026, the Company incurred approximately $25.6 million of merger-related costs, which primarily related to advisory, legal, accounting, tax, and transition service arrangement costs. These merger-related costs are included in Transaction, transition and restructuring costs on the condensed consolidated statements of operations.
Unaudited Pro Forma Financial Information
The condensed consolidated statements of operations for the three months ended March 31, 2026 include $22.9 million of revenues and $2.2 million of net loss associated with the results of operations of legacy CHP from March 11, 2026 to March 31, 2026.
The following unaudited pro forma information presents a summary of the results of operations for the combined Company, as if the CHP Merger had been consummated on January 1, 2025 (in thousands). The following unaudited pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma financial information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
Three Months Ended March 31,
20262025
Total revenues$202,619 $187,569 
Net loss $(56,191)$(102,104)
The unaudited pro forma financial information above includes nonrecurring significant adjustments made to account for certain costs incurred as if the CHP Merger had been completed on January 1, 2025, including transaction costs and other merger-related costs of $24.9 million which were excluded from the unaudited pro forma financial information for the three months ended March 31, 2026, but included for the three months ended March 31, 2025. The three months ended March 31, 2025 also includes $14.5 million of transaction costs that were recognized during the year ended December 31, 2025.
v3.26.1
Summary of Significant Accounting Policies
 3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Cash, Cash Equivalents, and Restricted Cash
The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents. The Company has deposits in banks that exceed Federal Deposit Insurance Corporation insurance limits. Management believes that credit risk related to these deposits is minimal. Restricted cash consists of reserve accounts for property insurance, real estate taxes, capital expenditures, derivatives, and debt service required by certain loan agreements. In addition, restricted cash includes deposits required by certain counterparties as collateral pursuant to letters of credit which must remain so long as the letters of credit are outstanding, which are subject to renewal annually.
The following table sets forth our cash, cash equivalents, and restricted cash (in thousands):
March 31,
2026		December 31,
2025
Cash and cash equivalents$84,284 $11,008 
Restricted cash:
Property tax and insurance reserves4,992 6,606 
Lender reserves2,797 3,780 
Capital expenditures reserves4,627 5,354 
Deposits pursuant to outstanding letters of credit3,524 3,524 
Total restricted cash15,940 19,264 
Total cash, cash equivalents, and restricted cash$100,224 $30,272 
Long-Lived Assets
Property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. At each balance sheet date, the Company reviews the carrying value of its property and equipment to determine if facts and circumstances suggest that they may be impaired or that the depreciation period may need to be changed. The Company considers internal factors such as net operating losses along with external factors relating to each asset, including contract changes, local market developments, and other publicly available information to determine whether impairment indicators exist.
If an indicator of impairment is identified, recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If this comparison indicates that the carrying amount of an asset group is not recoverable, the Company estimates fair value of the asset group and records an impairment loss when the carrying amount exceeds fair value. The Company recognized a non-cash impairment charge of $12.5 million to its “Property and equipment, net” during the year ended December 31, 2025, which related to four owned communities, one of which is a community held for sale. See “Note 4–Investments, Acquisitions and Assets Held for Sale.” There were no impairments on long-lived assets during the three months ended March 31, 2026 and 2025.
In evaluating our long-lived assets for impairment, we undergo continuous evaluations of property-level performance and real estate trends, and management makes several estimates and assumptions, including, but not limited to, the projected date of disposition, estimated sales price, and future cash flows of each property during our estimated holding period. If our analysis or assumptions regarding the projected cash flows expected to result from the use and eventual disposition of our properties
change, we incur additional costs and expenses during the holding period, or our expected hold periods change, we may incur future impairment losses. See “Note 5–Property and Equipment, net.”
Assets and Liabilities Held for Sale
Long-lived assets or disposal groups are classified as held for sale when management commits to a plan to sell the asset, the asset is available for immediate sale in its present condition, and a sale is probable within one year after the end of the applicable reporting period. Upon classification, the related assets and liabilities are presented separately in the condensed consolidated balance sheets.
Disposal groups are measured at the lower of their carrying amount or estimated fair value less costs to sell, and depreciation and amortization cease. The Company reassesses assets classified as held for sale each reporting period to ensure they continue to meet the held-for-sale criteria and are recorded at the lower of carrying amount or estimated fair value less estimated disposal costs. Fair values are typically estimated using market analysis, industry trends, and recent comparable sales. See “Note 4–Investments, Acquisitions and Assets Held for Sale.”
Leases
We determine if a contract contains a lease at its inception based on whether or not the Company has the right to control the asset during the contract period and other facts and circumstances. We are the lessee in a lease contract when we obtain the right to control the asset. Operating lease right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and are included in other assets, net in our condensed consolidated balance sheet. Operating lease liabilities represent our obligation to make lease payments arising from the lease and are included in other current liabilities and other long-term liabilities in our condensed consolidated balance sheet. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. When determining the lease term, we include renewal or termination options that we are reasonably certain to exercise. Leases with a lease term of 12 months or less at inception are not recorded in our condensed consolidated balance sheet. Operating lease expense is recognized on a straight-line basis over the lease term in our condensed consolidated statement of operations. As the rates implicit in our leases are not readily determinable, we use our local incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. When our contracts contain lease and non-lease components, we account for both components as a single lease component.
Acquisitions
We make certain judgments to determine whether a transaction should be accounted for as a business combination or an asset acquisition. These judgments include the assessment of the inputs, processes, and outputs associated with an acquired set of activities and whether the fair value of total assets acquired is concentrated to a single identifiable asset or group of similar assets. We account for a transaction as a business combination when the assets acquired include inputs and one or more substantive processes that, together, significantly contribute to the ability to create outputs and the total fair value of the assets acquired are not concentrated to a single identifiable asset or group of similar assets. Otherwise, we account for the transaction as an asset acquisition.
Upon the acquisition of new communities accounted for as an acquisition of assets, we recognize the assets acquired and the liabilities assumed as of the acquisition date, measured at their relative fair values using Level 3 inputs at the date of acquisition including replacement costs and market data, as well as Level 3 inputs including estimates of appropriate discount rates and capitalization rate once we have determined the fair value of each of these assets and liabilities. Relative fair values may be based on appraisals, internal analyses of recently acquired and existing comparable properties in the Company’s portfolio, other market data, and internal marketing and leasing activities. The acquisition date is the date on which we obtain control of the real estate property. The assets acquired and liabilities assumed consist of land, inclusive of associated rights, buildings, assumed debt, and identified intangible assets and liabilities. Above-market and below-market in-place lease values are recorded based on the net present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) Sonida’s estimate of the fair market lease rates for the corresponding in-place lease measured over a period equal to the remaining non-cancelable terms of the leases (including the below-market fixed-rate renewal period, if applicable). Favorable above-market in-place leases represent the value of the contractual monthly rental payments that are more than the current market rent at communities as acquired in recent acquisitions. Unfavorable below-market in-place leases represent the value of the contractual monthly rental payments that are less than the current market rent at communities as acquired in recent acquisitions. Above-market and below-market in-place leases are amortized to resident revenue on a straight-line basis over their estimated remaining lease terms, and are included in other long-term liabilities on the accompanying consolidated balance sheets. Additionally, acquired in-place lease intangibles represent market estimates to lease up the property based on leases in place at the time of acquisitions. These in-place lease intangibles are amortized to depreciation and amortization expense on a
straight-line basis over their estimated remaining lease terms and are included in intangible assets, net on the accompanying condensed consolidated balance sheets.
For the Company’s real estate acquisitions that are accounted for as business combinations, the Company allocates the acquisition consideration (excluding acquisition costs) to the assets acquired and liabilities assumed at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill. Acquisition costs related to business combinations are expensed as incurred. The fair values are determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired and identifiable intangibles in a business combination. The Company accounts for goodwill in accordance with ASC 350, Intangibles—Goodwill and Other, which requires the Company to test goodwill for impairment at least annually.
The Company has the option (i) to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or (ii) to perform the quantitative impairment test. The quantitative impairment test involves comparing the estimated fair value of a reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired. If, however, the fair value of the reporting unit is less than book value, an impairment loss is recognized in an amount equal to the excess.
The determination of fair value(s) requires the Company to make significant estimates and assumptions. These estimates include, but are not limited to, future expected cash flows from a market participant perspective, discount rates, industry data and management’s prior experience. Unanticipated events or circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.
Goodwill is tested annually for impairment and more frequently if events and circumstances that indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount including goodwill exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill. The Company has not had any goodwill impairments.
Investment in Unconsolidated Entities
The Company reports investments in unconsolidated entities that it has the ability to exercise significant influence under the equity method of accounting. The initial carrying amount of investments in unconsolidated entities is based on the amount paid to purchase the investment. The Company's reported share of earnings from an unconsolidated entity is adjusted for the impact, if any, of basis differences between its carrying amount of the equity investment and its share of the investment’s underlying assets. Distributions received from an investee are recognized as a reduction in the carrying amount of the investment.

The Company evaluates the realization of its investments in ventures accounted for using the equity method if circumstances indicate that the Company's investments are other than temporarily impaired. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. If the Company determines that an equity method investment is other than temporarily impaired, it is recorded at its fair value with an impairment charge recognized for the difference between its carrying amount and fair value.
Revenue Recognition
Resident revenue consists of fees for basic housing and certain support services and fees associated with additional housing and expanded support requirements such as assisted living care, memory care, and ancillary services. Basic housing and certain support services revenue is recorded when services are rendered, and amounts billed are due from residents in the period in which the rental and other services are provided. Residency agreements are generally short term in nature with durations of one year or less and are typically terminable by either party, under certain circumstances, upon 30 days’ notice, unless state law provides otherwise, with resident fees billed monthly in advance. Revenue for certain ancillary services is recognized as services are provided, and includes fees for services such as medication management, daily living activities, beautician/barber, laundry, television, guest meals, pets, and parking, which are generally billed monthly in arrears.
The Company’s senior housing communities have residency agreements that generally require the resident to pay a community fee and other amounts prior to moving into the community, which are initially recorded by the Company as deferred income. Community fees are recognized evenly over the term of the residency agreements, which are generally 12 months. The Company had contract liabilities for deferred fees paid by its residents prior to the month housing and support services were to be provided totaling $13.1 million and $7.3 million, respectively, which is reported as deferred income within current liabilities of the Company’s condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. During the three months ended March 31, 2026, $6.7 million of deferred revenue has been recognized from the year ended December 31, 2025. During the three months ended March 31, 2025, $4.9 million of deferred revenue was recognized from the year ended December 31, 2024.
Revenues from Medicaid programs accounted for 6.6% and 8.4% of the Company’s revenue for the three months ended March 31, 2026 and 2025, respectively. Resident revenues for Medicaid residents were recorded at the reimbursement rates as the rates were set prospectively by the applicable state upon the filing of an annual cost report.
Laws and regulations governing the Medicaid program are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on its condensed consolidated financial statements. While no such regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicaid program.
The Company has management agreements whereby it manages certain communities on behalf of third-party owners and certain community investments under contracts that provide for periodic management fee payments to the Company. The Company has determined that all community management activities are a single performance obligation, which is satisfied over time as the services are rendered. Such revenue is included in “management fee income” on the Company’s condensed consolidated statements of operations. The Company is also reimbursed by the owners of the communities for costs incurred. Such revenue is included in “managed community reimbursement revenue” on the Company’s condensed consolidated statements of operations. The related costs are included in “managed community reimbursement expense” on the Company’s condensed consolidated statements of operations. See “Note 10–Revenue.”
Rental Income
Rental income and related revenues for operating leases are recognized based on the assessment of collectability of lease payments. When collectability is probable at commencement of the lease, lease income is recognized on an accrual basis and includes rental income that is recorded on the straight-line basis over the term of the lease. Collectability is reassessed during the lease term. When collectability of lease payments is no longer probable, lease income is recorded on a cash basis and limited to the amount of lease payments collected. In addition, lease related costs (the deferred rent from prior GAAP straight-line adjustments, unamortized lease costs and other lease related intangibles) are written-off when the Company determines that these assets are no longer realizable.
Resident and other revenue is recorded on an accrual basis and includes rental income that is recorded on the straight-line basis over the terms of the leases. The straight-line method records the periodic average amount of base rent earned over the term of a lease, taking into account contractual rent increases over the lease term. The Company records the difference between base rent revenues earned and amounts due per the respective lease agreements, as applicable, as an increase or decrease to deferred rent and lease incentives in the accompanying condensed consolidated balance sheets. Resident and other revenue also includes amounts for which tenants are required to reimburse the Company related to expenses incurred on behalf of the tenants, in accordance with the terms of the leases. Tenant reimbursements are recognized in the period in which the related reimbursable expenses are incurred, such as real estate taxes, common area maintenance, and similar items.
Some of the Company’s leases require the tenants to pay certain additional contractual amounts that are set aside by the Company for replacements of fixed assets and other improvements to the properties. These amounts are and will remain the property of the Company during and after the term of the lease. The amounts are recorded as capital improvement reserve income at the time such amounts are earned and are included in resident and other revenue in the accompanying consolidated statements of operations. Additional percentage rent that is due contingent upon tenant performance thresholds, such as gross revenues, is deferred until the underlying performance thresholds have been achieved.
Operating Leases
As of March 31, 2026, the Company owned 15 senior housing properties that were leased to third-party tenants under triple-net operating leases. Under the terms of the Company’s triple-net lease agreements, each tenant is responsible for the payment of property taxes, general liability insurance, utilities, repairs and maintenance, including structural and roof maintenance expenses.
Under the terms of the triple-net lease agreements, each tenant is required to pay real estate taxes directly to the taxing authorities and, therefore, such amounts are not included in the Company’s consolidated financial statements.
As of March 31, 2026, the Company’s triple-net operating leases had a weighted average remaining lease term of 4.8 years based on annualized base rents expiring between 2030 and 2032. The Company’s tenants hold options to extend the lease terms at certain properties for five-year periods, which are generally subject to terms and conditions similar to those provided under the initial lease term, including rent increases. The reported lease term is determined based on the non-cancellable periods of the Company’s leases unless economic incentives make it reasonably certain that an extension option will be exercised, in which case the Company includes the extended lease term.

The following are future minimum lease payments for the Company’s 15 senior housing properties to be received under non-cancellable operating leases for the remainder of 2026, each of the next four years and thereafter as of March 31, 2026 (in thousands):
2026$21,105 
202728,598 
202829,171 
202929,756 
203018,667 
Thereafter12,837 
Total future minimum lease payments$140,134 

Credit Risk and Allowance for Credit Losses
The Company’s resident accounts receivable are generally due within 30 days after the date billed. Resident accounts receivable are reported net of an allowance for credit losses of $5.1 million and $2.6 million as of March 31, 2026 and December 31, 2025, respectively, and represent the Company’s estimate of the amount that will ultimately be collected. The adequacy of the Company’s allowance for credit losses is reviewed on an ongoing basis, using historical payment trends, write-off experience, analyses of receivable portfolios by payor source and aging of receivables, as well as a review of specific accounts, and adjustments are made to the allowance, as necessary. Credit losses on resident receivables have historically been within management’s estimates, and management believes that the allowance for credit losses adequately provides for expected losses.
Concentration of Credit Risk and Business Risk
Substantially all of our revenues are derived from senior living communities we own and senior living communities that we manage. Senior living operations are particularly sensitive to adverse economic, social and competitive conditions and trends, including the effects of pandemics, which have previously adversely affected our business, financial condition, and results of operations.
We have a concentration of owned properties operating in Texas (30), Ohio (17), and Indiana (13) which represented approximately 22%, 14%, and 10%, respectively, of our resident revenues for the three months ended March 31, 2026.
We had a concentration of owned properties operating in Texas (19), Ohio (12), and Indiana (12), which represented approximately 22%, 18%, and 13%, respectively, of our resident revenues for the three months ended March 31, 2025.
Income Taxes
Income taxes are computed using the asset and liability method and current income taxes are recorded based on amounts refundable or payable in the current year. The effective tax rates for the three months ended March 31, 2026 and 2025 differ from the statutory tax rates due to state income taxes, permanent tax differences, and changes in the deferred tax asset valuation allowance.
Deferred income taxes are recorded based on the estimated future tax effects of loss carryforwards and temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which the Company expects those carryforwards and temporary differences to be recovered or settled. Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such
evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies, and future expectations of income. The valuation allowance reduces the Company’s net deferred tax assets to the amount that is “more likely than not” (i.e., a greater than 50% likelihood) to be realized. The Company has a full valuation allowance on deferred tax assets. However, in the event the Company were to ultimately determine that it would be more likely than not that the Company would realize the benefit of deferred tax assets in the future in excess of their net recorded amounts, adjustments to deferred tax assets would increase net income in the period such determination was made. The benefits of the net deferred tax assets might not be realized if actual results differ from expectations.
The Company evaluates uncertain tax positions through consideration of accounting and reporting guidance on criteria, measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different companies. The Company is required to recognize a tax benefit in its financial statements for an uncertain tax position only if management’s assessment is that its position is “more likely than not” (i.e., a greater than 50% likelihood) to be upheld on audit based only on the technical merits of the tax position. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as income tax expense.
Employee Retention Credits
The Company filed for employee retention credits (“ERC”) with the Internal Revenue Service in November 2023. The ERC is a tax credit for businesses that had certain employee costs and were affected by the coronavirus pandemic under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. During the year ended December 31, 2025, the Department of Treasury notified the Company of ERCs awarded under the CARES Act. The Company elected to account for the ERC as a gain analogizing to ASC 450-30, Gain Contingencies. The Company recognized gross ERC received of $0.6 million as other income on the accompanying condensed consolidated statement of operations for the three months ended March 31, 2026.
Redeemable Preferred Stock
The Company had Series A Convertible Preferred Stock (“Series A Preferred Stock”) outstanding through March 11, 2026. The Company’s Series A Preferred Stock was convertible outside of its control and was classified as mezzanine equity. The Series A Preferred Stock was initially recorded at fair value upon issuance, net of issuance costs and discounts. When the Series A Preferred Stock was outstanding, the holders of our Series A Preferred Stock were affiliates of Conversant Capital LLC, (together, the “Conversant Preferred Investors”) and were entitled to vote with the holders of common stock on all matters submitted to a vote of shareholders of the Company. As such, the Conversant Preferred Investors, in combination with the common stock owned by them and their affiliates as of December 31, 2025, had voting rights in excess of 50% of the Company’s total voting stock. It was deemed probable that the Series A Preferred Stock could be redeemed for cash by the Conversant Preferred Investors, and as such, the Series A Preferred Stock was required to be remeasured and adjusted to its maximum redemption value at the end of each reporting period. However, to the extent that the maximum redemption value of the Series A Preferred Stock did not exceed the fair value of the shares at the date of issuance, the shares were not adjusted below the fair value at the date of issuance. As of December 31, 2025, the Series A Preferred Stock was carried at the maximum redemption value. The Series A Preferred Stock did not have a maturity date and, therefore, was considered perpetual.
Dividends on redeemable Series A Preferred Stock were recorded to retained earnings or additional paid-in capital if retained earnings was an accumulated deficit. Dividends were cumulative, and any declaration of dividends was at the discretion of the Company’s Board of Directors (the “Board”). If the Board did not declare a dividend in respect of any dividend payment date, the amount of such accrued and unpaid dividend was added to the liquidation preference of the Series A Preferred Stock and compounded quarterly thereafter.

On March 11, 2026, all of the outstanding shares of Series A Preferred Stock were converted into 1,601,505 shares of common stock. See “Note 9–Securities Financing.”
Derivative Instruments
We use derivative instruments as part of our overall strategy to manage our exposure to market risks associated with the fluctuations in variable interest rates associated with our debt. We are also required to enter into interest rate derivative instruments in compliance with certain debt agreements. We regularly monitor the financial stability and credit standing of the counterparties to our derivative instruments. We do not enter into derivative financial instruments for trading or speculative purposes. We record all derivatives at fair value. As of March 31, 2026 and December 31, 2025, our derivative instruments consisted of interest rate caps that were not designated as hedge instruments. Changes in fair value of undesignated hedge instruments are recorded in current period earnings as interest expense. See “Note 16–Derivatives and Hedging.”
Net Income (Loss) Per Common Share
The Company uses the two-class method to compute net income per common share because, until March 11, 2026, the Company had issued securities (Series A Preferred Stock) that entitled the holders to participate in dividends and earnings of the Company. Under this method, net income is reduced by the amount of any dividends earned during the period. The remaining earnings (undistributed earnings) are allocated based on the weighted-average shares outstanding of common stock and participating securities, including Series A Preferred Stock (on an if-converted basis) to the extent that each participating security may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock is then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the participating securities, including Series A Preferred Stock, have no obligation to fund losses.
Diluted net income per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding, plus, for periods with net income attributable to common shareholders, the potential dilutive effects of stock options, stock-based compensation awards, and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding Series A Preferred Stock under the “if-converted” method when calculating diluted earnings per share, in which it is assumed that the outstanding Series A Preferred Stock converts into common stock at the beginning of the period or when issued, if later. The Company reports the more dilutive of the approaches (two class or “if-converted”) as its diluted net income per share during the period. See “Note 11–Net Income (Loss) Per Share.”
Segment Reporting
The Company evaluates the performance of its senior living communities and allocates resources based on current operations and market assessments on a property-by-property basis. The Company does not have a concentration of operations geographically or by product or service as its management functions are integrated at the property level. The Company has determined that its operating units meet the criteria in ASC Topic 280, Segment Reporting, to be aggregated into one reporting segment. As such, the Company operates in one segment.
Recently Issued Accounting Pronouncements Not Yet Adopted
Improvements to Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and should be applied on a prospective or retrospective basis, with early adoption permitted. This ASU will likely result in the required additional disclosures where applicable being included in our consolidated financial statements once adopted. We continue to evaluate the effect that adoption of ASU 2024-03 will have on our disclosures.
Recently Adopted Accounting Pronouncements
Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. ASU 2025-03 revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. We adopted ASU 2025-03 on January 1, 2026. The adoption of this ASU did not have a material impact on our condensed consolidated financial statements and disclosures.
v3.26.1
Investments, Acquisitions and Assets Held for Sale
 3 Months Ended
Mar. 31, 2026
Business Combination [Abstract]  
Investments, Acquisitions and Assets Held for Sale Investments, Acquisitions and Assets Held for Sale
Investment in Consolidated VIE
The Company has a joint venture with affiliates of Palatine Capital Partners (“Palatine”). Prior to March 31, 2026, it included four communities owned by subsidiaries of Palatine under two joint ventures.
On March 31, 2026, the Company purchased the noncontrolling interest from Palatine of one of its joint ventures for a purchase price of $2.1 million and assumed the mortgage of $1.7 million on the property.
The Company is a 51% owner in the remaining Palatine joint venture. The noncontrolling interest of the Palatine JV is reported on the noncontrolling interest line items in the Company’s condensed consolidated financial statements.
Investment in Stone Unconsolidated Entity
The Company has a joint venture with KZ Stone Investor LLC (the “Stone JV”) which owns four communities in the Midwest. KZ Stone Investor LLC is the controlling managing member of the Stone JV and owned 67.29% of the entity as of March 31, 2026. Sonida owned a 32.71% noncontrolling interest in the Stone JV as of March 31, 2026. Sonida operates the four communities for a management fee based on the gross revenues of the applicable communities, as well as an incentive management fee based on earnings before interest, taxes, depreciation, amortization, rent, and management fees, and other customary terms and conditions.
The Company has evaluated its investment in the Stone JV under ASC 810 and determined that it does not have the power to direct the activities of the VIE that most significantly impact its economic performance and is not the primary beneficiary of the VIE. The Company's interests in the VIE are, therefore, accounted for under the equity method of accounting. The carrying amount of the Company's investment in the unconsolidated venture and maximum exposure to loss as a result of the Company’s ownership interest in the Stone JV was $8.6 million as of March 31, 2026, which is included in investment in unconsolidated entity on the accompanying condensed consolidated balance sheet.
The Company evaluates the realization of its investment in unconsolidated entities accounted for using the equity method if circumstances indicate the Company's investment is other than temporarily impaired. For the three months ended March 31, 2026 and 2025, there were no impairments with respect to the Company’s investment in the Stone JV.
Assets and Liabilities Held for Sale
As of March 31, 2026, the Company classified one of its communities as held for sale in its condensed consolidated balance sheets in accordance with ASC 360, following management’s decision to divest the property and actively market it for sale.
The reclassification of the property’s assets and liabilities held-for-sale status represents a presentation change within the balance sheet, rather than a new investing or financing transaction. The community did not meet the criteria for classification as a discontinued operation under ASC 205-20, as the sale does not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results. During April 2026, the Company entered into a non-binding asset purchase agreement to dispose of the community.
The below summarizes the carrying amounts of the major classes of assets and liabilities classified as held for sale in the condensed consolidated balance sheet (in thousands):
March 31,
2026
Assets held for sale
Land$550 
Land improvements127 
Buildings and building improvements15,289 
Furniture and equipment801 
Automobiles14 
Other8 
Accumulated depreciation and amortization(7,330)
Total assets held for sale$9,459 
Liabilities held for sale
Fixed rate mortgage note payable$12,991 
Accrued expenses566 
Deferred income62 
Total liabilities held for sale$13,619 
v3.26.1
Property and Equipment, net
 3 Months Ended
Mar. 31, 2026
Property, Plant and Equipment [Abstract]  
Property and Equipment, net Property and Equipment, net
As of March 31, 2026 and December 31, 2025, property and equipment, net, which include assets under finance leases, consist of the following (in thousands):
Asset LivesMarch 31,
2026		December 31,
2025
LandNA$204,716 $75,952 
Land improvements
5 to 20 years
82,112 36,313 
Buildings and building improvements
10 to 40 years
2,263,227 1,007,562 
Furniture and equipment
5 to 10 years
121,305 76,098 
Automobiles
5 to 7 years
4,992 3,486 
Other
5 to 10 years
5,044 2,794 
Construction in progressNA1,334 1,463 
Total property and equipment$2,682,730 $1,203,668 
Less accumulated depreciation and amortization(481,438)(467,480)
Total property and equipment, net$2,201,292 $736,188 

The Company recognized depreciation and amortization expense on its property and equipment of $14.0 million and $11.3 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and 2025, property and equipment, net included $1.0 million and $1.4 million, respectively, of capital expenditures which had been incurred but not yet paid.
v3.26.1
Intangible Assets, Net and Goodwill
 3 Months Ended
Mar. 31, 2026
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Intangible Assets, Net and Goodwill Intangible Assets, Net and Goodwill
Intangible assets, net represents in-place leases purchased with acquired communities and businesses.

A portion of the purchase price for the Company’s acquisitions have been allocated to in-place leases. The intangible assets are amortized on a straight-line basis over their estimated useful lives from the date of acquisition. The intangible assets, net balance is as follows (in thousands):
March 31,
2026		December 31,
2025		Weighted Average Life Remaining at March 31, 2026 (in years)
In-place leases, gross$218,012 $34,199 
Accumulated amortization(20,457)(14,456)
Intangible assets, net$197,555 $19,743 2.8
Amortization expense for intangible assets was $6.0 million and $2.4 million for the three months ended March 31, 2026 and 2025, respectively. The weighted average life remaining for the acquired intangibles is 2.9 years. Expected future amortization expense of intangible assets as of March 31, 2026 is as follows (in thousands):
Future amortization:
2026, remaining$54,073 
202769,334 
202862,124 
202912,024 
Total amortization$197,555 
Goodwill represents acquired goodwill from the Company’s CHP Merger. See “Note 2–CHP Merger.”
The change in the carrying amount of goodwill is as follows (in thousands):
Goodwill
Balance at December 31, 2025$— 
Goodwill acquired63,950 
Balance at March 31, 2026$63,950 
v3.26.1
Accrued Expenses
 3 Months Ended
Mar. 31, 2026
Payables and Accruals [Abstract]  
Accrued Expenses Accrued Expenses
The following is a summary of accrued expenses as of March 31, 2026 and December 31, 2025 (in thousands):
March 31,
2026		December 31,
2025
Accrued payroll and employee benefits$28,394 $17,877 
Accrued interest (1)
9,640 7,096 
Accrued taxes10,575 9,068 
Accrued professional fees (2)
10,184 31,561 
Accrued other expenses7,630 6,061 
Total accrued expenses$66,423 $71,663 
__________
(1) Includes $3.7 million and $3.9 million of deferred interest as of March 31, 2026 and December 31, 2025, respectively, in connection with the Federal National Mortgage Association loan modification.
(2) Includes loss contingencies of $6.3 million and $6.5 million as of March 31, 2026 and December 31, 2025, respectively, and accrued professional fees in connection with the CHP Merger of $23.4 million as of December 31, 2025.
v3.26.1
Debt
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt Debt
Long-term debt balances, including associated interest rates and maturities consists of the following (in thousands):
Weighted average
interest rate		March 31,
2026		December 31,
2025
Maturity DateMarch 31,
2026		December 31, 2025
Revolving credit facility20306.0%6.6%$270,000 $95,050 
Fixed rate mortgage notes payable
2026 to 2045
4.6%4.6%384,745 384,764 
Variable rate mortgage notes payable (1)
2026 to 2029
6.1%6.3%191,360 189,611 
Term loan facility
2029 to 2031
5.6%N/A550,000 — 
Bridge facility20276.5%N/A220,000 — 
Notes payable - consolidated VIE
2026 to 2027
6.4%6.6%19,933 21,690 
Notes payable - insurance
2026
5.6%5.6%598 2,004 
Total debt1,636,636 693,119 
Deferred loan costs, net14,279 3,378 
Total debt, net of deferred loan costs1,622,357 689,741 
Current portion of debt218,673 7,291 
Long-term debt, net$1,403,684 $682,450 
(1) See “Note 15–Fair Value Measurements” for interest rate cap agreements on variable rate mortgage notes payable.

The following schedule summarizes our debt payable as of March 31, 2026 (in thousands):
Principal payments due in:
2026$7,173 
2027246,130 
2028134,395 
2029683,562 
2030270,095 
Thereafter295,281 
Total debt, excluding deferred loan costs$1,636,636 

As of March 31, 2026, our fixed rate mortgage notes bore interest rates ranging from 3.0% to 6.3%. Our variable rate mortgage notes and revolving credit facility are based on SOFR plus an applicable margin. As of March 31, 2026, the one-month SOFR was 3.7% and the applicable margins ranged from 0.0% to 2.7%.
As of March 31, 2026, we had property and equipment with a net carrying value of $557.1 million that was secured by outstanding notes payable. In addition, as of March 31, 2026, we had property and equipment with a net carrying value of $1,625.7 million secured by the revolving credit facility, term loan facility and bridge facility.
As of March 31, 2026, we had a fixed rate mortgage note with a carrying value of $13.0 million associated with a property held for sale.
Debt Financing of the CHP Merger
In order to fund a portion of the cash consideration required for the CHP Merger, the Company obtained permanent debt financing of $930.0 million, with an accordion feature that allows Sonida to increase the facilities up to $1.25 billion. On December 29, 2025, the Company amended and restated its revolving credit facility and on March 5, 2026 increased the borrowing amount (collectively, the “A&R Credit Agreement”), which amendments were subject to and conditioned upon the consummation of the CHP Merger. The A&R Credit Agreement increased the available commitments under the revolving credit facility to $405.0 million, extended the maturity thereof 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 change (the “Revolving Credit Facility”). In addition, the Company incurred $525.0 million in permanent term loans under the
A&R Credit Agreement in two equal tranches (the “Term Loan Facility”) to fund a portion of the cash consideration necessary for the CHP Merger. The Term Loan Facility is comprised of a three-year tranche that matures March 10, 2029 and a five-year tranche that matures March 10, 2031. The Term Loan Facility is subject to a leverage-based pricing matrix between SOFR plus 1.30% margin and SOFR plus 1.95% margin, and is 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 Company entered into a SOFR-based interest rate cap (“IRC”) to reduce exposure to the variable interest rate fluctuations associated with the Term Loan Facility. The IRC has a total cost of $0.6 million, an aggregate notional amount of $262.5 million, a 36-month term and a cap rate of 4.50%. Upon consummation of the CHP Merger, the $150.0 million revolving credit facility was replaced with a new $405.0 million revolving credit facility under the A&R Credit Agreement.
On March 10, 2026, in order to fund the remaining portion of the cash consideration required for the CHP Merger, the Company incurred $270.0 million in loans under a 364-day senior secured bridge facility (the “Bridge Facility”). 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. No principal payments for the Bridge Facility are due until maturity. 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. The Company entered into a SOFR-based IRC to reduce exposure to the variable interest rate fluctuations associated with the Bridge Facility. The IRC has a total cost of $35 thousand, an aggregate notional amount of $270.0 million, a 12-month term and a cap rate of 4.25%.
On March 30, 2026, the Company incurred an additional $25.0 million in permanent term loans under the Term Loan Facility, and on March 31, 2026, incurred an additional $25.0 million on the Revolving Credit Facility in order to repay $50.0 million of loans outstanding under the Bridge Facility. As a result of the transaction as of March 31, 2026, the Term Loan Facility increased to $550.0 million in term loans in two equal tranches, the Revolving Credit Facility increased to a commitment of $430.0 million, and the Bridge Facility decreased to $220.0 million. The transaction did not impact the leverage-based pricing matrix or maturity on the three facilities. See “Note 18–Subsequent Events” for further updates.
Senior Secured Revolving Credit Facility
As of March 31, 2026, $270.0 million of borrowings were outstanding under the Revolving Credit Facility at a weighted average interest rate of 6.0%, which was secured by 83 of the Company’s senior living communities. During the three months ended March 31, 2026, the Company borrowed $282.5 million under both of its revolving credit facilities and repaid $107.6 million of borrowings. As the borrowing capacity increased in connection with the refinancing of the revolving credit facility, fees on the refinancing and remaining unamortized fees on the former credit facility are deferred and amortized over the remaining term of the Revolving Credit Facility with no gain or loss on debt modification or extinguishment recognized. The Company incurred $3.6 million of deferred loan costs related to its Revolving Credit Facility during the three months ended March 31, 2026. As of March 31, 2026, the Company had an additional borrowing capacity of up to $160.0 million under the Revolving Credit Facility. See “Note 18–Subsequent Events.”
2025 Ally Term Loan
On August 7, 2025, the Company entered into a senior secured term loan of $137.0 million (“2025 Ally Term Loan”) with Ally Bank (“Ally”) with a closing fee of 0.75%, or $1.0 million. The 2025 Ally Term Loan amended and restated the Company’s then-existing term loan with Ally, dated as of March 10, 2022, as amended. The amendment resulted in the removal of one lender from the loan commitment. Following this amendment, only one member remains under the facility. The 2025 Ally Term Loan allowed for an initial term loan advance on the closing date of $122.0 million secured by 19 communities, which included 18 communities under the then-existing Ally term loan agreement, as well as the Alpharetta community acquired in June 2025. Two additional draws of $7.5 million each will become available subject to achieving certain debt yields and debt service coverages ratios. The 2025 Ally Term Loan has a 36-month maturity date and a variable interest rate of one-month SOFR plus a 2.65% margin (subject to a performance-based stepdown to a 2.45% margin). As of March 31, 2026, the Company has $122.0 million outstanding under the 2025 Ally Term Loan, which has a maturity date of August 2028. The Company has the ability to request an increase in the term loan up to $40.0 million to finance additional properties subject to lender due diligence and review.
Notes Payable - Consolidated VIE
As of March 31, 2026, the Company had $19.9 million of mortgage debt outstanding related to the Palatine JV. The mortgages have a weighted average interest rate of 6.4% and terms ranging from 2026 through 2027. The Company has guaranteed $3.1 million of the Palatine JV mortgages. In addition, one of the affiliates in the Palatine JV entered into a SOFR-based interest rate cap (“IRC”) to reduce exposure to the variable interest rate fluctuations associated with one of the mortgages at a cost of $0.1 million.
Fannie Mae Loan Modification
In December 2024, the Company and certain of its subsidiaries entered into an amendment to its multifamily loan and security agreements with Federal National Mortgage Association (“Fannie Mae”). The amendment amended the terms of each of the loan agreements with Fannie Mae relating to 18 of the Company’s senior living communities and extended the maturity dates of each loan from December 1, 2026 to January 1, 2029 in exchange for $10.0 million of scheduled principal paydowns. The Company has made $4.0 million in principal payments as of March 31, 2026 and is scheduled to pay $3.0 million on each of November 2026 and November 2027 to Fannie Mae.
Notes Payable - Insurance
As of March 31, 2026, the Company had one finance agreement for certain insurance policies totaling $0.6 million, with weighted average fixed interest rate of 5.6%, and principal being repaid over a ten month term. 
Deferred Loan Costs
As of March 31, 2026 and December 31, 2025, the Company had gross deferred loan costs of $24.2 million and $12.5 million, respectively, related to notes payable. In the first quarter of 2026, the Company incurred an additional $11.7 million in gross deferred loan costs in relation to the debt financing of the CHP Merger and the related Term Loan Facility and Bridge Facility. Accumulated amortization was $9.9 million and $9.1 million as of March 31, 2026 and December 31, 2025, respectively.
Financial Covenants
Certain of the Company's debt agreements contain restrictions and financial covenants, which require the Company to maintain prescribed minimum liquidity, net worth, and shareholders' equity levels and debt service ratios, and require the Company not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. In addition, the Company's debt agreements generally contain non-financial covenants, such as those requiring the Company to comply with Medicaid provider requirements and maintain insurance coverage.
The Company's failure to comply with applicable covenants could constitute an event of default under the applicable debt agreements. Many of the Company's debt agreements contain cross-default provisions so that a default under one of these instruments could cause a default under other debt agreements (including with other lenders). Furthermore, the Company's mortgage debt is secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries.
As of March 31, 2026, the Company was in compliance with the financial covenants of its debt agreements.
v3.26.1
Securities Financing
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Securities Financing Securities Financing
Increase in Authorized Shares of Common Stock
On February 26, 2026, following receipt of stockholder approval at the special meeting of the Company’s stockholders held on February 26, 2026, the Company filed an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to increase the number of authorized shares of the Company’s common stock from 30,000,000 shares to 100,000,000 shares. The charter amendment became effective upon filing.
Merger Equity Financing
On March 11, 2026, the Company issued 4.1 million shares of common stock for $110.0 million, less $1.2 million in issuance costs, in a private placement transaction to entities affiliated with Conversant Capital, LLC and Silk.
See “Note 2–CHP Merger” for a discussion on the financing of our Merger Transactions which was completed on March 11, 2026.
Series A Preferred Stock
On March 11, 2026, the Company completed an induced conversion of all the outstanding shares of the Company’s Series A Convertible Preferred Stock (“Preferred Stock”) with the Conversant Preferred Investors, the holders of all of the outstanding shares of the Company’s Preferred Stock into shares of the Company’s common stock. The Series A Preferred Stock was convertible outside of the Company's control and, in accordance with GAAP, was classified as mezzanine equity, outside the equity section, on our condensed consolidated balance sheets.
Under the terms of the induced conversion, the Conversant Preferred Investors received 1,601,505 shares of common stock based on a modified conversion price of $32.00 per share, a cash payment of $4.7 million, and a $1.1 million cash dividend for the period of January 1, 2026 through March 11, 2026. In addition, the expiration date for the 1,031,250 warrants held by the Conversant Preferred Investors was extended from November 3, 2026 to November 3, 2027. All other warrant terms remain unchanged.
During the quarter ended March 31, 2026, the Company derecognized the carrying amount of the Preferred Stock from temporary equity totaling $51.2 million, recorded the issuance of 1,601,505 shares of the Company’s common stock and additional paid-in capital, and recognized a deemed dividend equal to the excess of the fair value of all securities and other consideration transferred over the fair value of the common stock issuable pursuant to the original contractual conversion terms, in accordance with ASC 260-10-S99-2 totaling $19.1 million.
The extension of the warrant expiration date represents a modification of equity-classified warrants. The incremental fair value resulting from the extension was included in the deemed dividend.
As of March 31, 2026, the Company had no shares of Series A Preferred Stock outstanding.
The Series A Preferred Stock had an 11% annual dividend calculated on the original investment of $41.3 million accrued quarterly in arrears and compounded. Dividends were cumulative, and any declaration of dividends was at the discretion of the Company’s Board. If the Board did not declare a dividend in respect of any dividend payment date, the amount of such accrued and unpaid dividend was added to the liquidation preference of the Series A Preferred Stock and compounded quarterly thereafter. On March 11, 2026 and March 31, 2025, the Board declared and paid $1.1 million and $1.4 million in dividends on its Series A Preferred Stock, respectively. As of December 31, 2025, a total of $10.0 million had been added to the liquidation preference of the Series A Preferred Stock.
The following schedule summarizes our Series A Preferred Stock as of March 31, 2026 and December 31, 2025 (in thousands):

Preferred Stock
SharesAmount
Balance as of December 31, 202541 $51,249 
Conversion of A convertible preferred stock(41)(51,249)
Balance as of March 31, 2026— $— 
Outstanding Warrants
On November 3, 2021, the Company issued 1,031,250 warrants to the Conversant Preferred Investors, each evidencing the right to purchase one share of common stock at a price per share of $40.00 and with an exercise expiration date of November 3, 2026. On March 11, 2026, the expiration date for the warrants held by Conversant was extended from November 3, 2026 to November 3, 2027. The Company had 1,031,250 outstanding warrants as of March 31, 2026 and December 31, 2025.
v3.26.1
Revenue
 3 Months Ended
Mar. 31, 2026
Revenue from Contract with Customer [Abstract]  
Revenue Revenue
Revenue for the three months ended March 31, 2026 and 2025 is comprised of the following components (in thousands):
Three Months Ended March 31,
20262025
Housing and support services$106,280 $78,411 
Community fees981 534 
Ancillary services1,166 310 
Resident revenue108,427 79,255 
Rental income1,695 — 
Management fee income1,145 1,061 
Managed community reimbursement revenue11,365 11,607 
Total revenues$122,632 $91,923 
Community fees, ancillary services, management fees, and managed community reimbursement revenue represent revenue from contracts with customers in accordance with GAAP. Rental income represents lease income from the Company’s triple-net communities.
v3.26.1
Net Income (Loss) Per Share
 3 Months Ended
Mar. 31, 2026
Earnings Per Share [Abstract]  
Net Income (Loss) Per Share Net Income (Loss) Per Share
Basic net income (loss) per share (“EPS”) is calculated by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Potentially dilutive securities include warrants, shares of the Series A Preferred Stock, shares of restricted stock, restricted stock units, and former employee stock options.
Diluted EPS reflects the assumed exercise or conversion of all dilutive securities. The Series A Preferred Stock was considered participating securities for the purposes of the Company's EPS calculation.
The following table sets forth the computation of basic and diluted net loss per share (in thousands, except for per share amounts):
Three Months Ended March 31,
20262025
Basic net loss per common share calculation:
Net loss attributable to Sonida shareholders$(41,228)$(12,529)
Less: Dividends on Series A Preferred Stock(1,093)(1,409)
Less: Deemed dividend on induced conversion of Series A convertible preferred stock(19,069)— 
Net loss attributable to common shareholders$(61,390)$(13,938)
Weighted average shares outstanding — basic
25,694 18,047 
Basic net loss per share$(2.39)$(0.77)
Diluted net loss per common share calculation:
Net loss attributable to common shareholders$(61,390)$(13,938)
Weighted average shares outstanding — diluted25,694 18,047 
Diluted net loss per share$(2.39)$(0.77)
Three Months Ended March 31,
(shares in thousands)20262025
Weighted average shares outstanding - diluted reconciliation:
Weighted average shares outstanding — basic
25,694 18,047 
Weighted average shares outstanding — diluted25,694 18,047 
The following weighted-average shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive:
Three Months Ended March 31,
(shares in thousands)20262025
Warrants1,0311,031
Series A Preferred Stock (if converted)1,2281,281
Restricted stock awards658885
Restricted stock units4885
Stock options1010
Total3,4153,212
v3.26.1
Stock-Based Compensation
 3 Months Ended
Mar. 31, 2026
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
The Company uses equity awards as a long-term retention program that is intended to attract, retain and provide incentives for employees, officers, and directors and to more closely align shareholder and employee interests. The Company recognizes compensation expense for all of its share-based stock awards based on their fair values.
On March 11, 2026, the Company granted 1,137,500 performance stock unit awards (“PSUs”) to certain key employees, pursuant to the Company’s 2019 Omnibus Stock and Incentive Plan, as amended (the “Plan”) in connection with the closing of the CHP Merger. The PSUs are expressly conditioned upon the requisite approval by the Company’s stockholders of an increase to the share reserve under the Plan (the “Plan Amendment”) on or before December 31, 2026. The PSUs are subject to a performance period that begins on March 11, 2027 and ends on March 11, 2030 (the “Performance Period”). During the Performance Period, PSUs will be earned and become vested upon the achievement of stock price hurdles measured by reference to the VWAP per share of the Company’s common stock for thirty (30) consecutive trading days (the “Vesting Stock Price”). The PSUs are allocated equally across three tranches, which can be earned during the Performance Period if the Vesting Stock Price meets or exceeds $40.11, $53.48 and $66.85 per share hurdles. The PSU grants had a grant date fair value of $28.0 million.
The Company recognized $2.4 million and $1.0 million in stock-based compensation expense for the three months ended March 31, 2026 and March 31, 2025, respectively. As of March 31, 2026, the Company had $33.0 million in unrecognized stock compensation expense which will be recognized over approximately 1.27 years.
v3.26.1
Commitments and Contingencies
 3 Months Ended
Mar. 31, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
As of March 31, 2026, the Company had contractual commitments of $6.9 million related to future renovations and technology enhancements to its communities.
The Company has claims incurred in the normal course of its business. Most of these claims are believed by management to be covered by insurance, subject to deductibles, normal reservations of rights by the insurance companies and possibly subject to certain exclusions in the applicable insurance policies. Where appropriate, these matters have been submitted to the Company’s insurance carrier. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. It is not possible to quantify the ultimate liability, if any, in these matters. Loss contingencies are reviewed quarterly, and estimates are adjusted to reflect the impact of all known information. As more information becomes available, including from potential claimants as litigation or resolution efforts progress, management estimates and assumptions regarding the potential financial impacts may change.
As of March 31, 2026, the Company was the prospective defendant in a pre-suit claim of negligence and wrongful death relating to a former resident at one of the Company’s senior living communities. While, to the Company’s knowledge, no complaint has been filed with respect to such claim as of the date of the condensed consolidated financial statements included in
this Quarterly Report on Form 10-Q, the Company has deemed it to be probable that such claim will result in a loss. The Company maintains insurance coverage for this claim, subject to meeting certain deductibles, applicable policy limits, customary reservations of rights by the insurance company, and the other terms and conditions thereof. Estimating an amount or range of possible losses from claims of this nature is inherently difficult, particularly where litigation has not commenced, and the final timing and outcome of such claim is dependent on many factors that are difficult to predict. Accordingly the Company’s ultimate cost related to this matter may be materially different than the amount of the Company’s current estimate and accruals.
During the three months ended March 31, 2026, in connection with the CHP Merger, several lawsuits were filed by purported stockholders of the Company and purported shareholders of CHP against the Company, members of the Company’s Board of Directors, CHP, and/or members of the CHP’s Board of Directors challenging the disclosures made in the Company’s Registration Statement on Form S-4 filed with the SEC (as amended) on January 2, 2026. No loss contingency was recorded for these matters as of March 31, 2026 as the Company believed that losses related to the lawsuits were not probable.
The Company has accrued a total of $6.3 million as of March 31, 2026 for all loss contingencies that are probable to result in a loss and reasonably estimated which is included in accrued expenses on the condensed consolidated balance sheet. In addition, insurance receivables for these claims have been recorded totaling $5.1 million as of March 31, 2026, which is included in accounts receivable on the condensed consolidated balance sheet.
v3.26.1
Related Party Transactions
 3 Months Ended
Mar. 31, 2026
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Conversant
During the three months ended March 31, 2026, the Conversant Investors purchased an additional 3,739,716 shares of common stock of the Company for $100.0 million in a private placement. See “Note 9–Securities Financing.”
During the three months ended March 31, 2026, the Company entered into certain agreements with Conversant Investors in connection with the CHP Merger. See “Note 2–CHP Merger.”
On March 11, 2026, the Company entered into an agreement with the Conversant Preferred Investors in order to induce the immediate full conversion of the Series A Preferred Stock into shares of the Company’s common stock. Pursuant to the agreement, the conversion price of the Series A Preferred Stock was decreased from $40.00 per share of common stock to $32.00 per share of common stock, the expiration date of all of the outstanding warrants issued on November 3, 2021 was extended from November 3, 2026 to November 3, 2027, and the Company made a one-time payment to the Conversant Preferred Investors totaling $4.7 million. In addition, the Company paid the Conversant Preferred Investors $1.1 million, for accrued but unpaid dividends for the period of January 1, 2026 through March 11, 2026. On March 11, 2026, all of the outstanding shares of Series A Preferred Stock were converted into 1,601,505 shares of common stock.
Stone Joint Venture
As of March 31, 2026, the Company manages the four communities owned by the Stone JV under a management agreement and also provides reporting services for the joint venture. See “Note 4–Investments, Acquisitions and Assets Held for Sale.” During the three months ended March 31, 2026, the Company received a distribution of $0.6 million as a return of its investment in the Stone JV.
The Stone JV has a $35.0 million mortgage loan with a 36-month term and a fixed interest rate equal to 7.3% secured by the four communities owned by the Stone JV. As of March 31, 2026 and December 31, 2025, the outstanding balance of the Stone JV loan was $35.0 million and the Company guaranteed $14.0 million of the loan.
Palatine Joint Venture
For the three months ended March 31, 2026, the Company managed four communities owned by subsidiaries of Palatine in joint ventures under a management agreement and also provided reporting services for the joint ventures. On March 31, 2026, the Company purchased the noncontrolling interest of one of the two joint ventures and the community is wholly owned by Sonida as of that date. See “Note 4–Investments, Acquisitions and Assets Held for Sale.”
v3.26.1
Fair Value Measurements
 3 Months Ended
Mar. 31, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company uses interest rate cap arrangements with financial institutions to manage exposure to interest rate changes for loans with variable interest rates. As of March 31, 2026 and December 31, 2025, we had interest rate cap agreements with an aggregate notional value of $726.7 million and $194.2 million, respectively. The fair value of these derivative assets as of March 31, 2026 and December 31, 2025 was $1.7 million and $0.1 million, respectively, which was determined using significant observable inputs (Level 2), including quantitative models that utilize multiple market inputs to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions, and third-party pricing services. See “Note 16– Derivatives and Hedging.”
Financial Instruments Not Reported at Fair Value
For those financial instruments not carried at fair value, the carrying amount and estimated fair values of our financial assets and liabilities, were as follows as of March 31, 2026 and December 31, 2025 (in thousands):
March 31, 2026December 31, 2025
Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
Debt, excluding deferred loan costs1,636,636 1,505,708 693,119 661,756 
Liabilities held for sale 1
12,991 12,538 13,021 12,643 
1 Notes payable on one community that is currently held for sale.
We believe the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable, and accrued liabilities approximate fair value due to their short-term nature.
The fair value of debt, excluding deferred loan costs, is estimated using discounted cash flow analysis, based on current incremental borrowing rates for similar types of borrowing arrangements, which represent Level 2 inputs as defined in ASC 820, Fair Value Measurement.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company adjusts the carrying amount of certain non-financial assets to fair value on a non-recurring basis when they are impaired. There were no impairment losses for the three months ended March 31, 2026.

As of March 31, 2026, the Company’s assets measured at fair value on a non-recurring basis were as follows (in thousands):

March 31, 2026December 31, 2025
Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
Assets
Assets held for sale9,4599,4599,453 9,453 
v3.26.1
Derivatives and Hedging
 3 Months Ended
Mar. 31, 2026
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivatives and Hedging Derivatives and Hedging
The Company uses derivatives as part of its overall strategy to manage our exposure to market risks associated with the fluctuations in variable interest rates associated with our debt. We are also required to enter into interest rate derivative instruments in compliance with certain debt agreements. We do not enter into derivative financial instruments for trading or speculative purposes.
During August 2025, the Company entered into an interest rate cap transaction for an aggregate notional amount of $122.0 million for $0.1 million to reduce exposure to interest rate fluctuations in connection with the 2025 Ally Term Loan. The interest rate cap has a 36-month term and effectively caps SOFR at 5.50%.
During March 2026, the Company entered into an interest rate cap transaction for an aggregate notional amount of $49.2 million for $0.5 million to reduce exposure to interest rate fluctuations associated with a portion of our variable mortgage notes payable to the Federal National Mortgage Association (“Fannie Mae”). The interest rate cap has a 34-month term and effectively caps SOFR at 4.00%. The newly purchased March 2026 interest rate cap replaced the existing interest rate cap that expired in March 2026. Due to the timing of the replacement, both interest rate caps were active as of March 31, 2026. The IRC is not designated as a cash flow hedge under ASC 815-20, Derivatives – Hedging, and therefore, all changes in the fair value of the instrument are included as a component of interest expense in our condensed consolidated statements of operations.
During March 2026, the Company entered into two separate interest rate cap transactions for an aggregate notional amount of $270.0 million and $262.5 million for a premium of $0.04 million and $0.6 million, respectively, to reduce exposure to interest rate fluctuations associated with the Bridge Facility and the term loan tranche maturing in three years. The interest rate caps have a 12-month and 36-month term and cap SOFR at 4.25% and 4.50%, respectively.
The following table presents the fair values of derivative assets and liabilities in the condensed consolidated balance sheets (in thousands):
March 31, 2026
Derivative AssetDerivative Liability
Notional Amount
Fair Value 1
Notional AmountFair Value
Interest rate cap (SOFR-based)
$726,690 $1,667 $— $— 
Total derivatives, net$726,690 $1,667 $— $— 

1 Of this amount, $0.2 million is presented on the balance sheet as Current assets - derivative assets and $1.5 million is Other assets, net.
December 31, 2025
Derivative AssetDerivative Liability
Notional AmountFair ValueNotional AmountFair Value
Interest rate cap (SOFR-based)
$194,190 $72 $— $— 
Total derivatives, net$194,190 $72 $— $— 

The following table presents the effect of the derivative instruments on the condensed consolidated statements of operations (in thousands):
Three Months Ended March 31,
20262025
Derivative not designated as hedge
Interest rate cap
Gain (loss) on derivatives not designated as hedges included in interest expense$393 $(490)
v3.26.1
Segment Information
 3 Months Ended
Mar. 31, 2026
Segment Reporting [Abstract]  
Segment Information Segment Information
Each of our communities are identified as individual operating segments and we combine them into a single reportable segment for reporting purposes under ASC 280. We measure the segment based on resident revenue and rental income less community operating expense, (adjusted for various non-recurring non-operating community expenses), which we define as community net operating income (“NOI”), as well as some key performance indicators such as weighted average occupancy and a measurement of average rent per available unit. All other operating segments represent the managed communities, which consist of management fee income and the related managed community reimbursement revenues and expenses.
Our Chief Executive Officer is our chief operating decision maker (“CODM”), who organizes our company, manages resource allocations and measures performance among our one reportable segment. The CODM uses community NOI by property to allocate operating and capital resources and assesses performance of the segment by comparing actual NOI results to historical results and previously forecasted financial information. Our CODM manages our business by reviewing annual forecasts and segment results on a monthly basis. The measure of segment assets is reported on the condensed consolidated balance sheet as total consolidated assets. The total investment in equity method investments and capital expenditures are presented on the consolidated financial statements.
The following table presents resident and other revenue, community operating expense and community net operating income by reportable segment (in thousands):
Three Months Ended March 31,
20262025
Resident revenue $108,427 $79,255 
Rental income1,695 — 
Total segment revenue110,122 79,255 
Community operating expense:
Labor52,436 38,299 
Food4,818 3,428 
Utilities5,184 4,001 
Other community operating expense (1)
18,925 13,386 
Total community operating expense81,363 59,114 
Total community net operating income$28,759 $20,141 
__________
(1) Includes community maintenance, software expense, supplies, insurance, real estate taxes, marketing expense, and other overhead expense.


A reconciliation of segment revenue to consolidated total revenues is as follows (in thousands):

Three Months Ended March 31,
20262025
Segment revenue $110,122 $79,255 
All other non-segment revenue:
Management fee income1,145 1,061 
Managed community reimbursement revenue11,365 11,607 
Total revenues$122,632 $91,923 
A reconciliation of segment net operating income to the Company’s condensed consolidated statements of operations is as follows (in thousands):
Three Months Ended March 31,
20262025
Segment net operating income$28,759 $20,141 
Management fee income1,145 1,061 
Other operating expenses (1,313)(1,300)
General and administrative expense(10,463)(8,472)
Transaction, transition and restructuring costs(26,094)(610)
Depreciation and amortization expense(19,960)(13,686)
Third-party property management fees(1,048)— 
Interest income219 242 
Interest expense(12,833)(9,446)
Loss from equity method investment(208)(330)
Other income (expense), net554 (550)
Provision for income taxes(208)(75)
Net loss$(41,450)$(13,025)
v3.26.1
Subsequent Events
 3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Subsequent Financing
On May 7, 2026, the Company added an incremental lender to its Revolving Credit Facility and Term Loan Facility, increasing each by $25.0 million and incurring $0.4 million in lender fees. The funds were used on May 7, 2026 to repay $50.0 million of loans outstanding under our Bridge Facility. As a result of the transaction, as of May 7, 2026, the Term Loan Facility increased to $575.0 million in term loans in two equal tranches, the Revolving Credit Facility increased to a commitment of $455.0 million, and the Bridge Facility decreased to $170.0 million.
Purchase and Sale Agreements
On April 7, 2026, the Company signed a purchase and sale agreement for one of its communities for a sales price of $9.6 million. The sale of the community has not been finalized. The Company has reported this community as held for sale on the Company’s condensed consolidated balance sheet as of March 31, 2026.
In May 2026, the Company committed to a plan to sell one of its communities. On May 8, 2026, the Company executed a purchase and sale agreement for a sales price of $13.5 million. The sale of the community has not been finalized.
Preferred Equity Investment

In April 2026, the Company closed a preferred equity investment totaling $2.9 million to recapitalize a senior living community in Texas. The preferred equity investment carries 15% annual non-compounding coupon.
v3.26.1
Insider Trading Arrangements
 3 Months Ended
Mar. 31, 2026
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.26.1
Summary of Significant Accounting Policies (Policies)
 3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Principles of Consolidation
Principles of Consolidation
The accompanying condensed consolidated financial statements include the financial statements of Sonida Senior Living, Inc., its wholly-owned subsidiaries, and other entities in which the Company has a controlling financial interest. All material intercompany balances and transactions have been eliminated in consolidation. The Company reports investments in unconsolidated entities whose operating and financial policies it has the ability to exercise significant influence under the equity method of accounting.
The Company evaluates its potential variable interest entity (“VIE”) relationships under certain criteria as provided for in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”). ASC 810 broadly defines a VIE as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The Company performs this evaluation on an ongoing basis and consolidates any VIEs for which the Company is determined to be the primary beneficiary, as determined by the Company's power to direct the VIEs activities and the obligation to absorb its losses or the right to receive its benefits, which are potentially significant to the VIE. As of March 31, 2026, the Company has a joint venture, Stone JV LLC (“Stone JV”), which is treated as an unconsolidated entity.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. These estimates include such items related to the accounting for: income taxes, including assessments of probabilities of realization of income tax benefits; other contingencies; allowances for uncollectible accounts receivable; impairment of long-lived assets and intangible assets, including applicable cash flow projections, holding periods and fair value evaluations; stock-based compensation; fair values of assets and liabilities acquired in asset acquisitions and business combinations, fair values of our equity method investments; and depreciation and amortization, including determination of estimated useful lives. Actual results could differ from those estimates.
Cash, Cash Equivalents, and Restricted Cash
Cash, Cash Equivalents, and Restricted Cash
The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents. The Company has deposits in banks that exceed Federal Deposit Insurance Corporation insurance limits. Management believes that credit risk related to these deposits is minimal. Restricted cash consists of reserve accounts for property insurance, real estate taxes, capital expenditures, derivatives, and debt service required by certain loan agreements. In addition, restricted cash includes deposits required by certain counterparties as collateral pursuant to letters of credit which must remain so long as the letters of credit are outstanding, which are subject to renewal annually.
Long-Lived Assets
Long-Lived Assets
Property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. At each balance sheet date, the Company reviews the carrying value of its property and equipment to determine if facts and circumstances suggest that they may be impaired or that the depreciation period may need to be changed. The Company considers internal factors such as net operating losses along with external factors relating to each asset, including contract changes, local market developments, and other publicly available information to determine whether impairment indicators exist.
If an indicator of impairment is identified, recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If this comparison indicates that the carrying amount of an asset group is not recoverable, the Company estimates fair value of the asset group and records an impairment loss when the carrying amount exceeds fair value. The Company recognized a non-cash impairment charge of $12.5 million to its “Property and equipment, net” during the year ended December 31, 2025, which related to four owned communities, one of which is a community held for sale. See “Note 4–Investments, Acquisitions and Assets Held for Sale.” There were no impairments on long-lived assets during the three months ended March 31, 2026 and 2025.
In evaluating our long-lived assets for impairment, we undergo continuous evaluations of property-level performance and real estate trends, and management makes several estimates and assumptions, including, but not limited to, the projected date of disposition, estimated sales price, and future cash flows of each property during our estimated holding period. If our analysis or assumptions regarding the projected cash flows expected to result from the use and eventual disposition of our properties
change, we incur additional costs and expenses during the holding period, or our expected hold periods change, we may incur future impairment losses.
Assets and Liabilities Held for Sale
Assets and Liabilities Held for Sale
Long-lived assets or disposal groups are classified as held for sale when management commits to a plan to sell the asset, the asset is available for immediate sale in its present condition, and a sale is probable within one year after the end of the applicable reporting period. Upon classification, the related assets and liabilities are presented separately in the condensed consolidated balance sheets.
Disposal groups are measured at the lower of their carrying amount or estimated fair value less costs to sell, and depreciation and amortization cease. The Company reassesses assets classified as held for sale each reporting period to ensure they continue to meet the held-for-sale criteria and are recorded at the lower of carrying amount or estimated fair value less estimated disposal costs. Fair values are typically estimated using market analysis, industry trends, and recent comparable sales.
Leases
Leases
We determine if a contract contains a lease at its inception based on whether or not the Company has the right to control the asset during the contract period and other facts and circumstances. We are the lessee in a lease contract when we obtain the right to control the asset. Operating lease right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and are included in other assets, net in our condensed consolidated balance sheet. Operating lease liabilities represent our obligation to make lease payments arising from the lease and are included in other current liabilities and other long-term liabilities in our condensed consolidated balance sheet. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. When determining the lease term, we include renewal or termination options that we are reasonably certain to exercise. Leases with a lease term of 12 months or less at inception are not recorded in our condensed consolidated balance sheet. Operating lease expense is recognized on a straight-line basis over the lease term in our condensed consolidated statement of operations. As the rates implicit in our leases are not readily determinable, we use our local incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. When our contracts contain lease and non-lease components, we account for both components as a single lease component.
Acquisitions
Acquisitions
We make certain judgments to determine whether a transaction should be accounted for as a business combination or an asset acquisition. These judgments include the assessment of the inputs, processes, and outputs associated with an acquired set of activities and whether the fair value of total assets acquired is concentrated to a single identifiable asset or group of similar assets. We account for a transaction as a business combination when the assets acquired include inputs and one or more substantive processes that, together, significantly contribute to the ability to create outputs and the total fair value of the assets acquired are not concentrated to a single identifiable asset or group of similar assets. Otherwise, we account for the transaction as an asset acquisition.
Upon the acquisition of new communities accounted for as an acquisition of assets, we recognize the assets acquired and the liabilities assumed as of the acquisition date, measured at their relative fair values using Level 3 inputs at the date of acquisition including replacement costs and market data, as well as Level 3 inputs including estimates of appropriate discount rates and capitalization rate once we have determined the fair value of each of these assets and liabilities. Relative fair values may be based on appraisals, internal analyses of recently acquired and existing comparable properties in the Company’s portfolio, other market data, and internal marketing and leasing activities. The acquisition date is the date on which we obtain control of the real estate property. The assets acquired and liabilities assumed consist of land, inclusive of associated rights, buildings, assumed debt, and identified intangible assets and liabilities. Above-market and below-market in-place lease values are recorded based on the net present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) Sonida’s estimate of the fair market lease rates for the corresponding in-place lease measured over a period equal to the remaining non-cancelable terms of the leases (including the below-market fixed-rate renewal period, if applicable). Favorable above-market in-place leases represent the value of the contractual monthly rental payments that are more than the current market rent at communities as acquired in recent acquisitions. Unfavorable below-market in-place leases represent the value of the contractual monthly rental payments that are less than the current market rent at communities as acquired in recent acquisitions. Above-market and below-market in-place leases are amortized to resident revenue on a straight-line basis over their estimated remaining lease terms, and are included in other long-term liabilities on the accompanying consolidated balance sheets. Additionally, acquired in-place lease intangibles represent market estimates to lease up the property based on leases in place at the time of acquisitions. These in-place lease intangibles are amortized to depreciation and amortization expense on a
straight-line basis over their estimated remaining lease terms and are included in intangible assets, net on the accompanying condensed consolidated balance sheets.
For the Company’s real estate acquisitions that are accounted for as business combinations, the Company allocates the acquisition consideration (excluding acquisition costs) to the assets acquired and liabilities assumed at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill. Acquisition costs related to business combinations are expensed as incurred. The fair values are determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant.
Goodwill
Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired and identifiable intangibles in a business combination. The Company accounts for goodwill in accordance with ASC 350, Intangibles—Goodwill and Other, which requires the Company to test goodwill for impairment at least annually.
The Company has the option (i) to assess goodwill for possible impairment by performing a qualitative analysis to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount or (ii) to perform the quantitative impairment test. The quantitative impairment test involves comparing the estimated fair value of a reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired. If, however, the fair value of the reporting unit is less than book value, an impairment loss is recognized in an amount equal to the excess.
The determination of fair value(s) requires the Company to make significant estimates and assumptions. These estimates include, but are not limited to, future expected cash flows from a market participant perspective, discount rates, industry data and management’s prior experience. Unanticipated events or circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.
Goodwill is tested annually for impairment and more frequently if events and circumstances that indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount including goodwill exceeds the reporting unit’s fair value and the implied fair value of goodwill is less than the carrying amount of that goodwill. The Company has not had any goodwill impairments.
Investment in Unconsolidated Entities
Investment in Unconsolidated Entities
The Company reports investments in unconsolidated entities that it has the ability to exercise significant influence under the equity method of accounting. The initial carrying amount of investments in unconsolidated entities is based on the amount paid to purchase the investment. The Company's reported share of earnings from an unconsolidated entity is adjusted for the impact, if any, of basis differences between its carrying amount of the equity investment and its share of the investment’s underlying assets. Distributions received from an investee are recognized as a reduction in the carrying amount of the investment.

The Company evaluates the realization of its investments in ventures accounted for using the equity method if circumstances indicate that the Company's investments are other than temporarily impaired. A current fair value of an investment that is less than its carrying amount may indicate a loss in value of the investment. If the Company determines that an equity method investment is other than temporarily impaired, it is recorded at its fair value with an impairment charge recognized for the difference between its carrying amount and fair value.
Revenue Recognition
Revenue Recognition
Resident revenue consists of fees for basic housing and certain support services and fees associated with additional housing and expanded support requirements such as assisted living care, memory care, and ancillary services. Basic housing and certain support services revenue is recorded when services are rendered, and amounts billed are due from residents in the period in which the rental and other services are provided. Residency agreements are generally short term in nature with durations of one year or less and are typically terminable by either party, under certain circumstances, upon 30 days’ notice, unless state law provides otherwise, with resident fees billed monthly in advance. Revenue for certain ancillary services is recognized as services are provided, and includes fees for services such as medication management, daily living activities, beautician/barber, laundry, television, guest meals, pets, and parking, which are generally billed monthly in arrears.
The Company’s senior housing communities have residency agreements that generally require the resident to pay a community fee and other amounts prior to moving into the community, which are initially recorded by the Company as deferred income. Community fees are recognized evenly over the term of the residency agreements, which are generally 12 months. The Company had contract liabilities for deferred fees paid by its residents prior to the month housing and support services were to be provided totaling $13.1 million and $7.3 million, respectively, which is reported as deferred income within current liabilities of the Company’s condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025. During the three months ended March 31, 2026, $6.7 million of deferred revenue has been recognized from the year ended December 31, 2025. During the three months ended March 31, 2025, $4.9 million of deferred revenue was recognized from the year ended December 31, 2024.
Revenues from Medicaid programs accounted for 6.6% and 8.4% of the Company’s revenue for the three months ended March 31, 2026 and 2025, respectively. Resident revenues for Medicaid residents were recorded at the reimbursement rates as the rates were set prospectively by the applicable state upon the filing of an annual cost report.
Laws and regulations governing the Medicaid program are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on its condensed consolidated financial statements. While no such regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusion from the Medicaid program.
The Company has management agreements whereby it manages certain communities on behalf of third-party owners and certain community investments under contracts that provide for periodic management fee payments to the Company. The Company has determined that all community management activities are a single performance obligation, which is satisfied over time as the services are rendered. Such revenue is included in “management fee income” on the Company’s condensed consolidated statements of operations. The Company is also reimbursed by the owners of the communities for costs incurred. Such revenue is included in “managed community reimbursement revenue” on the Company’s condensed consolidated statements of operations. The related costs are included in “managed community reimbursement expense” on the Company’s condensed consolidated statements of operations.
Rental Income
Rental Income
Rental income and related revenues for operating leases are recognized based on the assessment of collectability of lease payments. When collectability is probable at commencement of the lease, lease income is recognized on an accrual basis and includes rental income that is recorded on the straight-line basis over the term of the lease. Collectability is reassessed during the lease term. When collectability of lease payments is no longer probable, lease income is recorded on a cash basis and limited to the amount of lease payments collected. In addition, lease related costs (the deferred rent from prior GAAP straight-line adjustments, unamortized lease costs and other lease related intangibles) are written-off when the Company determines that these assets are no longer realizable.
Resident and other revenue is recorded on an accrual basis and includes rental income that is recorded on the straight-line basis over the terms of the leases. The straight-line method records the periodic average amount of base rent earned over the term of a lease, taking into account contractual rent increases over the lease term. The Company records the difference between base rent revenues earned and amounts due per the respective lease agreements, as applicable, as an increase or decrease to deferred rent and lease incentives in the accompanying condensed consolidated balance sheets. Resident and other revenue also includes amounts for which tenants are required to reimburse the Company related to expenses incurred on behalf of the tenants, in accordance with the terms of the leases. Tenant reimbursements are recognized in the period in which the related reimbursable expenses are incurred, such as real estate taxes, common area maintenance, and similar items.
Some of the Company’s leases require the tenants to pay certain additional contractual amounts that are set aside by the Company for replacements of fixed assets and other improvements to the properties. These amounts are and will remain the property of the Company during and after the term of the lease. The amounts are recorded as capital improvement reserve income at the time such amounts are earned and are included in resident and other revenue in the accompanying consolidated statements of operations. Additional percentage rent that is due contingent upon tenant performance thresholds, such as gross revenues, is deferred until the underlying performance thresholds have been achieved.
Operating Leases
Operating Leases
As of March 31, 2026, the Company owned 15 senior housing properties that were leased to third-party tenants under triple-net operating leases. Under the terms of the Company’s triple-net lease agreements, each tenant is responsible for the payment of property taxes, general liability insurance, utilities, repairs and maintenance, including structural and roof maintenance expenses.
Under the terms of the triple-net lease agreements, each tenant is required to pay real estate taxes directly to the taxing authorities and, therefore, such amounts are not included in the Company’s consolidated financial statements.
As of March 31, 2026, the Company’s triple-net operating leases had a weighted average remaining lease term of 4.8 years based on annualized base rents expiring between 2030 and 2032. The Company’s tenants hold options to extend the lease terms at certain properties for five-year periods, which are generally subject to terms and conditions similar to those provided under the initial lease term, including rent increases. The reported lease term is determined based on the non-cancellable periods of the Company’s leases unless economic incentives make it reasonably certain that an extension option will be exercised, in which case the Company includes the extended lease term.
Credit Risk and Allowance for Credit Losses
Credit Risk and Allowance for Credit Losses
The Company’s resident accounts receivable are generally due within 30 days after the date billed. Resident accounts receivable are reported net of an allowance for credit losses of $5.1 million and $2.6 million as of March 31, 2026 and December 31, 2025, respectively, and represent the Company’s estimate of the amount that will ultimately be collected. The adequacy of the Company’s allowance for credit losses is reviewed on an ongoing basis, using historical payment trends, write-off experience, analyses of receivable portfolios by payor source and aging of receivables, as well as a review of specific accounts, and adjustments are made to the allowance, as necessary. Credit losses on resident receivables have historically been within management’s estimates, and management believes that the allowance for credit losses adequately provides for expected losses.
Concentration of Credit Risk and Business Risk
Concentration of Credit Risk and Business Risk
Substantially all of our revenues are derived from senior living communities we own and senior living communities that we manage. Senior living operations are particularly sensitive to adverse economic, social and competitive conditions and trends, including the effects of pandemics, which have previously adversely affected our business, financial condition, and results of operations.
Income Taxes
Income Taxes
Income taxes are computed using the asset and liability method and current income taxes are recorded based on amounts refundable or payable in the current year. The effective tax rates for the three months ended March 31, 2026 and 2025 differ from the statutory tax rates due to state income taxes, permanent tax differences, and changes in the deferred tax asset valuation allowance.
Deferred income taxes are recorded based on the estimated future tax effects of loss carryforwards and temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which the Company expects those carryforwards and temporary differences to be recovered or settled. Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such
evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies, and future expectations of income. The valuation allowance reduces the Company’s net deferred tax assets to the amount that is “more likely than not” (i.e., a greater than 50% likelihood) to be realized. The Company has a full valuation allowance on deferred tax assets. However, in the event the Company were to ultimately determine that it would be more likely than not that the Company would realize the benefit of deferred tax assets in the future in excess of their net recorded amounts, adjustments to deferred tax assets would increase net income in the period such determination was made. The benefits of the net deferred tax assets might not be realized if actual results differ from expectations.
The Company evaluates uncertain tax positions through consideration of accounting and reporting guidance on criteria, measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different companies. The Company is required to recognize a tax benefit in its financial statements for an uncertain tax position only if management’s assessment is that its position is “more likely than not” (i.e., a greater than 50% likelihood) to be upheld on audit based only on the technical merits of the tax position. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as income tax expense.
Employee Retention Credits
Employee Retention Credits
The Company filed for employee retention credits (“ERC”) with the Internal Revenue Service in November 2023. The ERC is a tax credit for businesses that had certain employee costs and were affected by the coronavirus pandemic under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. During the year ended December 31, 2025, the Department of Treasury notified the Company of ERCs awarded under the CARES Act. The Company elected to account for the ERC as a gain analogizing to ASC 450-30, Gain Contingencies. The Company recognized gross ERC received of $0.6 million as other income on the accompanying condensed consolidated statement of operations for the three months ended March 31, 2026.
Redeemable Preferred Stock
Redeemable Preferred Stock
The Company had Series A Convertible Preferred Stock (“Series A Preferred Stock”) outstanding through March 11, 2026. The Company’s Series A Preferred Stock was convertible outside of its control and was classified as mezzanine equity. The Series A Preferred Stock was initially recorded at fair value upon issuance, net of issuance costs and discounts. When the Series A Preferred Stock was outstanding, the holders of our Series A Preferred Stock were affiliates of Conversant Capital LLC, (together, the “Conversant Preferred Investors”) and were entitled to vote with the holders of common stock on all matters submitted to a vote of shareholders of the Company. As such, the Conversant Preferred Investors, in combination with the common stock owned by them and their affiliates as of December 31, 2025, had voting rights in excess of 50% of the Company’s total voting stock. It was deemed probable that the Series A Preferred Stock could be redeemed for cash by the Conversant Preferred Investors, and as such, the Series A Preferred Stock was required to be remeasured and adjusted to its maximum redemption value at the end of each reporting period. However, to the extent that the maximum redemption value of the Series A Preferred Stock did not exceed the fair value of the shares at the date of issuance, the shares were not adjusted below the fair value at the date of issuance. As of December 31, 2025, the Series A Preferred Stock was carried at the maximum redemption value. The Series A Preferred Stock did not have a maturity date and, therefore, was considered perpetual.
Dividends on redeemable Series A Preferred Stock were recorded to retained earnings or additional paid-in capital if retained earnings was an accumulated deficit. Dividends were cumulative, and any declaration of dividends was at the discretion of the Company’s Board of Directors (the “Board”). If the Board did not declare a dividend in respect of any dividend payment date, the amount of such accrued and unpaid dividend was added to the liquidation preference of the Series A Preferred Stock and compounded quarterly thereafter.
Derivative Instruments
Derivative Instruments
We use derivative instruments as part of our overall strategy to manage our exposure to market risks associated with the fluctuations in variable interest rates associated with our debt. We are also required to enter into interest rate derivative instruments in compliance with certain debt agreements. We regularly monitor the financial stability and credit standing of the counterparties to our derivative instruments. We do not enter into derivative financial instruments for trading or speculative purposes. We record all derivatives at fair value. As of March 31, 2026 and December 31, 2025, our derivative instruments consisted of interest rate caps that were not designated as hedge instruments. Changes in fair value of undesignated hedge instruments are recorded in current period earnings as interest expense.
Net Income (Loss) Per Common Share
Net Income (Loss) Per Common Share
The Company uses the two-class method to compute net income per common share because, until March 11, 2026, the Company had issued securities (Series A Preferred Stock) that entitled the holders to participate in dividends and earnings of the Company. Under this method, net income is reduced by the amount of any dividends earned during the period. The remaining earnings (undistributed earnings) are allocated based on the weighted-average shares outstanding of common stock and participating securities, including Series A Preferred Stock (on an if-converted basis) to the extent that each participating security may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock is then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the participating securities, including Series A Preferred Stock, have no obligation to fund losses.
Diluted net income per common share is computed under the two-class method by using the weighted-average number of shares of common stock outstanding, plus, for periods with net income attributable to common shareholders, the potential dilutive effects of stock options, stock-based compensation awards, and warrants. In addition, the Company analyzes the potential dilutive effect of the outstanding Series A Preferred Stock under the “if-converted” method when calculating diluted earnings per share, in which it is assumed that the outstanding Series A Preferred Stock converts into common stock at the beginning of the period or when issued, if later. The Company reports the more dilutive of the approaches (two class or “if-converted”) as its diluted net income per share during the period.
Segment Reporting
Segment Reporting
The Company evaluates the performance of its senior living communities and allocates resources based on current operations and market assessments on a property-by-property basis. The Company does not have a concentration of operations geographically or by product or service as its management functions are integrated at the property level. The Company has determined that its operating units meet the criteria in ASC Topic 280, Segment Reporting, to be aggregated into one reporting segment. As such, the Company operates in one segment.
Recently Issued Accounting Pronouncements Not Yet Adopted and Recently Adopted Accounting Pronouncements
Recently Issued Accounting Pronouncements Not Yet Adopted
Improvements to Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Topic 220). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and should be applied on a prospective or retrospective basis, with early adoption permitted. This ASU will likely result in the required additional disclosures where applicable being included in our consolidated financial statements once adopted. We continue to evaluate the effect that adoption of ASU 2024-03 will have on our disclosures.
Recently Adopted Accounting Pronouncements
Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. ASU 2025-03 revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. We adopted ASU 2025-03 on January 1, 2026. The adoption of this ASU did not have a material impact on our condensed consolidated financial statements and disclosures.
v3.26.1
CHP Merger (Tables)
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule Of Business Combination, Consideration Transferred, Equity Interest
The consideration for the CHP Merger, which was transferred on March 11, 2026, the closing date of the CHP Merger (“Closing Date”), is as follows (in thousands, except per share data):
March 11,
2026
Quantity of outstanding CHP common stock173,942 
Fixed cash consideration per share$2.32
Aggregate Cash Consideration$403,545 
Cash in lieu of fractional shares824
Total Cash Consideration$404,369 
Exchange ratio0.1318
Aggregate Stock Consideration22,903 
SNDA closing stock price$33.70
Aggregate Stock Consideration (at fair value)$771,819 
CHP debt settlement payment (inclusive of accrued interest)565,923 
Upfront payments pursuant to the advisor assets purchase 6,076 
Advisor disposition fee14,338 
Settlement of CHP transaction costs116 
Total preliminary purchase price$1,762,641 
Schedule of Business Combination, Recognized Asset Acquired and Liability Assumed
The following table provides a summary of the preliminary purchase price allocation by major categories of assets acquired and liabilities assumed based on their respective estimated fair values as of March 11, 2026 (in thousands):
March 11,
2026
Total preliminary purchase price$1,762,641 
Assets:
Cash and cash equivalents$77,820 
Accounts receivable5,897 
Prepaid expenses and other6,137 
Property and equipment1,472,066 
Intangible assets183,813 
Other assets306 
Total assets acquired$1,746,039 
Liabilities:
Accounts payable$8,346 
Accrued expenses14,788 
Deferred income21,502 
Federal and state income taxes payable738 
Other current liabilities1,974 
Total liabilities assumed$47,348 
Estimated preliminary fair value of net assets acquired $1,698,691 
Goodwill$63,950 
Schedule of Unaudited Pro Forma Financial Information
The following unaudited pro forma information presents a summary of the results of operations for the combined Company, as if the CHP Merger had been consummated on January 1, 2025 (in thousands). The following unaudited pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma financial information, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.
Three Months Ended March 31,
20262025
Total revenues$202,619 $187,569 
Net loss $(56,191)$(102,104)
v3.26.1
Summary of Significant Accounting Policies (Tables)
 3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]  
Schedule of Cash and Cash Equivalents and Restricted Cash
The following table sets forth our cash, cash equivalents, and restricted cash (in thousands):
March 31,
2026		December 31,
2025
Cash and cash equivalents$84,284 $11,008 
Restricted cash:
Property tax and insurance reserves4,992 6,606 
Lender reserves2,797 3,780 
Capital expenditures reserves4,627 5,354 
Deposits pursuant to outstanding letters of credit3,524 3,524 
Total restricted cash15,940 19,264 
Total cash, cash equivalents, and restricted cash$100,224 $30,272 
Schedule Of Lessee, Operating Lease, Liability, to be Paid, Maturity
The following are future minimum lease payments for the Company’s 15 senior housing properties to be received under non-cancellable operating leases for the remainder of 2026, each of the next four years and thereafter as of March 31, 2026 (in thousands):
2026$21,105 
202728,598 
202829,171 
202929,756 
203018,667 
Thereafter12,837 
Total future minimum lease payments$140,134 
v3.26.1
Investments, Acquisitions and Assets Held for Sale (Tables)
 3 Months Ended
Mar. 31, 2026
Business Combination [Abstract]  
Schedule of Disposal Groups, Including Discontinued Operations
The below summarizes the carrying amounts of the major classes of assets and liabilities classified as held for sale in the condensed consolidated balance sheet (in thousands):
March 31,
2026
Assets held for sale
Land$550 
Land improvements127 
Buildings and building improvements15,289 
Furniture and equipment801 
Automobiles14 
Other8 
Accumulated depreciation and amortization(7,330)
Total assets held for sale$9,459 
Liabilities held for sale
Fixed rate mortgage note payable$12,991 
Accrued expenses566 
Deferred income62 
Total liabilities held for sale$13,619 
v3.26.1
Property and Equipment, net (Tables)
 3 Months Ended
Mar. 31, 2026
Property, Plant and Equipment [Abstract]  
Schedule of Net Property and Equipment and Leasehold Improvements
As of March 31, 2026 and December 31, 2025, property and equipment, net, which include assets under finance leases, consist of the following (in thousands):
Asset LivesMarch 31,
2026		December 31,
2025
LandNA$204,716 $75,952 
Land improvements
5 to 20 years
82,112 36,313 
Buildings and building improvements
10 to 40 years
2,263,227 1,007,562 
Furniture and equipment
5 to 10 years
121,305 76,098 
Automobiles
5 to 7 years
4,992 3,486 
Other
5 to 10 years
5,044 2,794 
Construction in progressNA1,334 1,463 
Total property and equipment$2,682,730 $1,203,668 
Less accumulated depreciation and amortization(481,438)(467,480)
Total property and equipment, net$2,201,292 $736,188 
v3.26.1
Intangible Assets, Net and Goodwill (Tables)
 3 Months Ended
Mar. 31, 2026
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Intangible Assets and Goodwill The intangible assets, net balance is as follows (in thousands):
March 31,
2026		December 31,
2025		Weighted Average Life Remaining at March 31, 2026 (in years)
In-place leases, gross$218,012 $34,199 
Accumulated amortization(20,457)(14,456)
Intangible assets, net$197,555 $19,743 2.8
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense Expected future amortization expense of intangible assets as of March 31, 2026 is as follows (in thousands):
Future amortization:
2026, remaining$54,073 
202769,334 
202862,124 
202912,024 
Total amortization$197,555 
Schedule of Goodwill
The change in the carrying amount of goodwill is as follows (in thousands):
Goodwill
Balance at December 31, 2025$— 
Goodwill acquired63,950 
Balance at March 31, 2026$63,950 
v3.26.1
Accrued Expenses (Tables)
 3 Months Ended
Mar. 31, 2026
Payables and Accruals [Abstract]  
Schedule of Accounts Payable and Accrued Liabilities
The following is a summary of accrued expenses as of March 31, 2026 and December 31, 2025 (in thousands):
March 31,
2026		December 31,
2025
Accrued payroll and employee benefits$28,394 $17,877 
Accrued interest (1)
9,640 7,096 
Accrued taxes10,575 9,068 
Accrued professional fees (2)
10,184 31,561 
Accrued other expenses7,630 6,061 
Total accrued expenses$66,423 $71,663 
__________
(1) Includes $3.7 million and $3.9 million of deferred interest as of March 31, 2026 and December 31, 2025, respectively, in connection with the Federal National Mortgage Association loan modification.
(2) Includes loss contingencies of $6.3 million and $6.5 million as of March 31, 2026 and December 31, 2025, respectively, and accrued professional fees in connection with the CHP Merger of $23.4 million as of December 31, 2025.
v3.26.1
Debt (Tables)
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Schedule of Notes Payable
Long-term debt balances, including associated interest rates and maturities consists of the following (in thousands):
Weighted average
interest rate		March 31,
2026		December 31,
2025
Maturity DateMarch 31,
2026		December 31, 2025
Revolving credit facility20306.0%6.6%$270,000 $95,050 
Fixed rate mortgage notes payable
2026 to 2045
4.6%4.6%384,745 384,764 
Variable rate mortgage notes payable (1)
2026 to 2029
6.1%6.3%191,360 189,611 
Term loan facility
2029 to 2031
5.6%N/A550,000 — 
Bridge facility20276.5%N/A220,000 — 
Notes payable - consolidated VIE
2026 to 2027
6.4%6.6%19,933 21,690 
Notes payable - insurance
2026
5.6%5.6%598 2,004 
Total debt1,636,636 693,119 
Deferred loan costs, net14,279 3,378 
Total debt, net of deferred loan costs1,622,357 689,741 
Current portion of debt218,673 7,291 
Long-term debt, net$1,403,684 $682,450 
(1) See “Note 15–Fair Value Measurements” for interest rate cap agreements on variable rate mortgage notes payable.
Schedule of Aggregate Scheduled Maturities of Notes Payable
The following schedule summarizes our debt payable as of March 31, 2026 (in thousands):
Principal payments due in:
2026$7,173 
2027246,130 
2028134,395 
2029683,562 
2030270,095 
Thereafter295,281 
Total debt, excluding deferred loan costs$1,636,636 
v3.26.1
Securities Financing (Tables)
 3 Months Ended
Mar. 31, 2026
Equity [Abstract]  
Schedule of Stockholders Equity
The following schedule summarizes our Series A Preferred Stock as of March 31, 2026 and December 31, 2025 (in thousands):

Preferred Stock
SharesAmount
Balance as of December 31, 202541 $51,249 
Conversion of A convertible preferred stock(41)(51,249)
Balance as of March 31, 2026— $— 
v3.26.1
Revenue (Tables)
 3 Months Ended
Mar. 31, 2026
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
Revenue for the three months ended March 31, 2026 and 2025 is comprised of the following components (in thousands):
Three Months Ended March 31,
20262025
Housing and support services$106,280 $78,411 
Community fees981 534 
Ancillary services1,166 310 
Resident revenue108,427 79,255 
Rental income1,695 — 
Management fee income1,145 1,061 
Managed community reimbursement revenue11,365 11,607 
Total revenues$122,632 $91,923 
v3.26.1
Net Income (Loss) Per Share (Tables)
 3 Months Ended
Mar. 31, 2026
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted Net Income (Loss) Per Share
The following table sets forth the computation of basic and diluted net loss per share (in thousands, except for per share amounts):
Three Months Ended March 31,
20262025
Basic net loss per common share calculation:
Net loss attributable to Sonida shareholders$(41,228)$(12,529)
Less: Dividends on Series A Preferred Stock(1,093)(1,409)
Less: Deemed dividend on induced conversion of Series A convertible preferred stock(19,069)— 
Net loss attributable to common shareholders$(61,390)$(13,938)
Weighted average shares outstanding — basic
25,694 18,047 
Basic net loss per share$(2.39)$(0.77)
Diluted net loss per common share calculation:
Net loss attributable to common shareholders$(61,390)$(13,938)
Weighted average shares outstanding — diluted25,694 18,047 
Diluted net loss per share$(2.39)$(0.77)
Three Months Ended March 31,
(shares in thousands)20262025
Weighted average shares outstanding - diluted reconciliation:
Weighted average shares outstanding — basic
25,694 18,047 
Weighted average shares outstanding — diluted25,694 18,047 
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The following weighted-average shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive:
Three Months Ended March 31,
(shares in thousands)20262025
Warrants1,0311,031
Series A Preferred Stock (if converted)1,2281,281
Restricted stock awards658885
Restricted stock units4885
Stock options1010
Total3,4153,212
v3.26.1
Fair Value Measurements (Tables)
 3 Months Ended
Mar. 31, 2026
Fair Value Disclosures [Abstract]  
Schedule of Carrying Amounts and Fair Values of Financial Instruments
For those financial instruments not carried at fair value, the carrying amount and estimated fair values of our financial assets and liabilities, were as follows as of March 31, 2026 and December 31, 2025 (in thousands):
March 31, 2026December 31, 2025
Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
Debt, excluding deferred loan costs1,636,636 1,505,708 693,119 661,756 
Liabilities held for sale 1
12,991 12,538 13,021 12,643 
1 Notes payable on one community that is currently held for sale.
Schedule of Fair Value Assets Measured on Non-recurring Basis
As of March 31, 2026, the Company’s assets measured at fair value on a non-recurring basis were as follows (in thousands):

March 31, 2026December 31, 2025
Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
Assets
Assets held for sale9,4599,4599,453 9,453 
v3.26.1
Derivatives and Hedging (Tables)
 3 Months Ended
Mar. 31, 2026
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Derivative Instruments in the Balance Sheets
The following table presents the fair values of derivative assets and liabilities in the condensed consolidated balance sheets (in thousands):
March 31, 2026
Derivative AssetDerivative Liability
Notional Amount
Fair Value 1
Notional AmountFair Value
Interest rate cap (SOFR-based)
$726,690 $1,667 $— $— 
Total derivatives, net$726,690 $1,667 $— $— 

1 Of this amount, $0.2 million is presented on the balance sheet as Current assets - derivative assets and $1.5 million is Other assets, net.
December 31, 2025
Derivative AssetDerivative Liability
Notional AmountFair ValueNotional AmountFair Value
Interest rate cap (SOFR-based)
$194,190 $72 $— $— 
Total derivatives, net$194,190 $72 $— $— 
Schedule of Derivative Instruments in the Statement of Operations
The following table presents the effect of the derivative instruments on the condensed consolidated statements of operations (in thousands):
Three Months Ended March 31,
20262025
Derivative not designated as hedge
Interest rate cap
Gain (loss) on derivatives not designated as hedges included in interest expense$393 $(490)
v3.26.1
Segment Information (Tables)
 3 Months Ended
Mar. 31, 2026
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following table presents resident and other revenue, community operating expense and community net operating income by reportable segment (in thousands):
Three Months Ended March 31,
20262025
Resident revenue $108,427 $79,255 
Rental income1,695 — 
Total segment revenue110,122 79,255 
Community operating expense:
Labor52,436 38,299 
Food4,818 3,428 
Utilities5,184 4,001 
Other community operating expense (1)
18,925 13,386 
Total community operating expense81,363 59,114 
Total community net operating income$28,759 $20,141 
__________
(1) Includes community maintenance, software expense, supplies, insurance, real estate taxes, marketing expense, and other overhead expense.
Reconciliation of Revenue from Segments to Consolidated
A reconciliation of segment revenue to consolidated total revenues is as follows (in thousands):

Three Months Ended March 31,
20262025
Segment revenue $110,122 $79,255 
All other non-segment revenue:
Management fee income1,145 1,061 
Managed community reimbursement revenue11,365 11,607 
Total revenues$122,632 $91,923 
Reconciliation of Operating Profit (Loss) from Segments to Consolidated
A reconciliation of segment net operating income to the Company’s condensed consolidated statements of operations is as follows (in thousands):
Three Months Ended March 31,
20262025
Segment net operating income$28,759 $20,141 
Management fee income1,145 1,061 
Other operating expenses (1,313)(1,300)
General and administrative expense(10,463)(8,472)
Transaction, transition and restructuring costs(26,094)(610)
Depreciation and amortization expense(19,960)(13,686)
Third-party property management fees(1,048)— 
Interest income219 242 
Interest expense(12,833)(9,446)
Loss from equity method investment(208)(330)
Other income (expense), net554 (550)
Provision for income taxes(208)(75)
Net loss$(41,450)$(13,025)
v3.26.1
Basis of Presentation (Details)
Mar. 31, 2026
seniorHousingCommunity
unit
joint_venture
state
property
Dec. 31, 2025
joint_venture
Jul. 31, 2024
Real Estate Properties [Line Items]      
Number of senior housing communities 165    
Aggregate capacity of residents in senior housing communities | unit 16,400    
Number of states with senior housing communities | state 35    
Properties leased under triple net leases | property 15    
Ownership percent 0.51   0.51
Palatine JV      
Real Estate Properties [Line Items]      
Number of joint ventures entered into | joint_venture 1 2  
Wholly Owned Properties | Senior Housing Communities      
Real Estate Properties [Line Items]      
Number of senior housing communities 153    
Consolidated Properties      
Real Estate Properties [Line Items]      
Number of senior housing communities 3    
Unconsolidated Properties      
Real Estate Properties [Line Items]      
Number of senior housing communities 4    
Managed On Behalf Of Third Parties      
Real Estate Properties [Line Items]      
Number of senior housing communities 12    
Managed On Behalf Of Third Parties | Senior Housing Communities      
Real Estate Properties [Line Items]      
Number of senior housing communities 54    
v3.26.1
CHP Merger - Narrative (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended
Mar. 31, 2026
USD ($)
tranche
$ / shares
shares
Mar. 31, 2026
USD ($)
tranche
$ / shares
shares
Mar. 30, 2026
USD ($)
Mar. 11, 2026
USD ($)
shares
Mar. 10, 2026
USD ($)
Dec. 29, 2025
USD ($)
tranche
Nov. 04, 2025
USD ($)
$ / shares
shares
Mar. 31, 2026
USD ($)
tranche
$ / shares
shares
Aug. 31, 2025
USD ($)
Mar. 31, 2026
USD ($)
tranche
$ / shares
shares
Mar. 31, 2025
USD ($)
Mar. 01, 2026
USD ($)
Feb. 26, 2026
shares
Feb. 25, 2026
shares
Dec. 31, 2025
USD ($)
$ / shares
shares
Business Combination [Line Items]                              
Common stock, par value (in USD per share) | $ / shares $ 0.01 $ 0.01           $ 0.01   $ 0.01         $ 0.01
Common stock, shares authorized (in shares) | shares 100,000,000 100,000,000           100,000,000   100,000,000     100,000,000 30,000,000 30,000,000
Purchase of interest rate cap                   $ 1,202 $ 0        
Goodwill $ 63,950 $ 63,950           $ 63,950   63,950         $ 0
Interest rate cap                              
Business Combination [Line Items]                              
Purchase of interest rate cap         $ 35 $ 600   500 $ 100            
Derivative, notional amount $ 726,700 $ 726,700     $ 270,000 $ 262,500   $ 726,700 $ 122,000 $ 726,700   $ 49,200     $ 194,200
Derivative term         12 months 36 months   34 months 36 months            
Derivative, basis spread on variable rate 4.00% 4.00%     4.25% 4.50%   4.00% 5.50% 4.00%          
Permanent Term Loans | Senior Secured Term Loan                              
Business Combination [Line Items]                              
Note principal amount $ 550,000 $ 550,000       $ 525,000   $ 550,000   $ 550,000          
Number of tranches | tranche 2 2       2   2   2          
Accordion feature, increase limit           $ 320,000                  
Increase in principal     $ 25,000                        
Revolving Credit Facility | Permanent Term Loans                              
Business Combination [Line Items]                              
Available letters of credit $ 430,000 $ 430,000       $ 405,000   $ 430,000   $ 430,000          
Increase in principal   25,000                          
Term loan facility | Permanent Term Loans | Senior Secured Term Loan | Tranche One                              
Business Combination [Line Items]                              
Debt instrument, term           3 years                  
Term loan facility | Permanent Term Loans | Senior Secured Term Loan | Tranche Two                              
Business Combination [Line Items]                              
Debt instrument, term           5 years                  
Term loan facility | Bridge facility                              
Business Combination [Line Items]                              
Note principal amount 220,000 220,000     $ 270,000     220,000   220,000          
Repayments of debt 50,000                            
Common Stock                              
Business Combination [Line Items]                              
Common stock, shares authorized (in shares) | shares             100,000,000.0                
Common Stock | Private Placement                              
Business Combination [Line Items]                              
Funded amount       $ 110,000                      
Issuance of shares (in shares) | shares       4,100,000                      
Common Stock | Private Placement | Conversant Investment Agreement                              
Business Combination [Line Items]                              
Funded amount             $ 100,000     $ 100,000          
Issuance of shares (in shares) | shares             3,739,716     3,739,716          
Shares issued, price per share (in dollars per share) | $ / shares             $ 26.74                
Common Stock | Private Placement | Silk Investment Agreement                              
Business Combination [Line Items]                              
Funded amount             $ 10,000                
Issuance of shares (in shares) | shares       4,113,688     373,972                
Shares issued, price per share (in dollars per share) | $ / shares             $ 26.74                
Minimum | Revolving Credit Facility | Permanent Term Loans                              
Business Combination [Line Items]                              
Debt instrument, basis spread on variable rate           1.35%                  
Minimum | Term loan facility | Permanent Term Loans | Senior Secured Term Loan                              
Business Combination [Line Items]                              
Debt instrument, basis spread on variable rate           1.30%                  
Minimum | Term loan facility | Bridge facility                              
Business Combination [Line Items]                              
Debt instrument, basis spread on variable rate         1.35%                    
Maximum | Revolving Credit Facility | Permanent Term Loans                              
Business Combination [Line Items]                              
Debt instrument, basis spread on variable rate           2.00%                  
Maximum | Term loan facility | Permanent Term Loans | Senior Secured Term Loan                              
Business Combination [Line Items]                              
Debt instrument, basis spread on variable rate           1.95%                  
Maximum | Term loan facility | Bridge facility                              
Business Combination [Line Items]                              
Debt instrument, basis spread on variable rate         2.00%                    
CNL Healthcare Properties, Inc. ("CHP").                              
Business Combination [Line Items]                              
Percentage of outstanding common stock acquired             100.00%                
Right to receive, cash (in USD per share) | $ / shares             $ 2.32                
Right to receive, common stock (in shares) | shares             0.1318                
Right to receive, common stock (in USD per share) | $ / shares             $ 4.58                
Business combination, transaction reference price (in USD per share) | $ / shares             $ 34.76                
Merger transactions costs                   $ 25,600          
Goodwill       $ 63,950                      
Business combination, acquisition-related cost, expense                   25,600          
Revenue                   22,900          
Net loss                   2,200          
Business combination, transaction cost $ 24,900 $ 24,900           $ 24,900   $ 24,900 $ 14,500        
CNL Healthcare Properties, Inc. ("CHP"). | Conversant Investment Agreement                              
Business Combination [Line Items]                              
Liable expenses             $ 1,200                
CNL Healthcare Properties, Inc. ("CHP"). | Minimum                              
Business Combination [Line Items]                              
Business combination, transaction reference price, percentage             15.00%                
Business combination, transaction reference price (in USD per share) | $ / shares             $ 26.74                
CNL Healthcare Properties, Inc. ("CHP"). | Maximum                              
Business Combination [Line Items]                              
Business combination, transaction reference price, percentage             30.00%                
Business combination, transaction reference price (in USD per share) | $ / shares             $ 35.93                
CNL Healthcare Properties, Inc. ("CHP"). | CHP Inc.                              
Business Combination [Line Items]                              
Common stock, par value (in USD per share) | $ / shares             0.01                
CNL Healthcare Properties, Inc. ("CHP"). | SONIDA Inc.                              
Business Combination [Line Items]                              
Common stock, par value (in USD per share) | $ / shares             $ 0.01                
v3.26.1
CHP Merger- Business Combination, Consideration Transferred, Equity Interest (Details) - CHP Inc.
$ / shares in Units, shares in Thousands, $ in Thousands
Mar. 11, 2026
USD ($)
$ / shares
shares
Business Combination [Line Items]  
Quantity of outstanding CHP Common stock (in shares) | shares 173,942
Fixed cash consideration per share (in USD per share) | $ / shares $ 2.32
Aggregate Cash Consideration $ 403,545
Cash in lieu of fractional shares 824
Total preliminary purchase price $ 404,369
Exchange ratio (in shares) 0.1318
Aggregated Stock Consideration (in shares) | shares 22,903
SNDA closing stock price (in USD per share) | $ / shares $ 33.70
Aggregate Stock Consideration $ 771,819
CHP debt settlement payment (inclusive of accrued interest) 565,923
Upfront payments pursuant to the advisor assets purchase 6,076
Advisor disposition fee 14,338
Settlement of CHP transaction costs 116
Total preliminary purchase price $ 1,762,641
v3.26.1
CHP Merger- Business Combination, Recognized Asset Acquired and Liability Assumed (Details) - USD ($)
$ in Thousands
Mar. 11, 2026
Mar. 31, 2026
Dec. 31, 2025
Liabilities:      
Goodwill   $ 63,950 $ 0
CNL Healthcare Properties, Inc. ("CHP").      
Business Combination [Line Items]      
Total preliminary purchase price $ 1,762,641    
Assets:      
Cash and cash equivalents 77,820    
Accounts receivable 5,897    
Prepaid expenses and other 6,137    
Property and equipment 1,472,066    
Intangible assets 183,813    
Other assets 306    
Total assets acquired 1,746,039    
Liabilities:      
Accounts payable 8,346    
Accrued expenses 14,788    
Deferred income 21,502    
Federal and state income taxes payable 738    
Other current liabilities 1,974    
Total liabilities assumed 47,348    
Estimated preliminary fair value of net assets acquired  1,698,691    
Goodwill $ 63,950    
v3.26.1
CHP Merger- Schedule of Unaudited Pro Forma Financial Information (Details) - CNL Healthcare Properties, Inc. ("CHP"). - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Business Combination [Line Items]    
Total revenues $ 202,619 $ 187,569
Net loss $ (56,191) $ (102,104)
v3.26.1
Summary of Significant Accounting Policies - Schedule of Cash and Cash Equivalents and Restricted Cash (Detail) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Mar. 31, 2025
Dec. 31, 2024
Restricted Cash and Cash Equivalent Item [Line Items]        
Cash and cash equivalents $ 84,284 $ 11,008    
Restricted cash 15,940 19,264    
Total cash, cash equivalents, and restricted cash 100,224 30,272 $ 32,417 $ 39,087
Property tax and insurance reserves        
Restricted Cash and Cash Equivalent Item [Line Items]        
Restricted cash 4,992 6,606    
Lender reserves        
Restricted Cash and Cash Equivalent Item [Line Items]        
Restricted cash 2,797 3,780    
Capital expenditures reserves        
Restricted Cash and Cash Equivalent Item [Line Items]        
Restricted cash 4,627 5,354    
Deposits pursuant to outstanding letters of credit        
Restricted Cash and Cash Equivalent Item [Line Items]        
Restricted cash $ 3,524 $ 3,524    
v3.26.1
Summary of Significant Accounting Policies - Narrative (Detail)
 3 Months Ended 12 Months Ended
Mar. 11, 2026
shares
Mar. 31, 2026
USD ($)
property
segment
seniorHousingCommunity
Mar. 31, 2025
USD ($)
property
Dec. 31, 2025
USD ($)
seniorHousingCommunity
Accounting Policies [Line Items]        
Impairment of assets held for sale   $ 0   $ 12,500,000
Number of impaired assets | seniorHousingCommunity       4
Termination notice period   30 days    
Contract with customer, liability, revenue recognized   $ 6,700,000 $ 4,900,000  
Number of operating leased properties | property   15    
Operating lease, weighted average remaining lease term   4 years 9 months 18 days    
Lessor, operating lease, renewal term   5 years    
Resident receivables due period   30 days    
Allowance for doubtful accounts   $ 5,100,000   $ 2,600,000
Number of senior housing communities | seniorHousingCommunity   165    
Cash from employee retention credit payment   $ 600,000    
Percentage of voting rights   0.50   0.50
Number of reportable segments | segment   1    
Number of operating segments | segment   1    
Series A Preferred Stock (if converted)        
Accounting Policies [Line Items]        
Conversion of convertible secured debentures (in shares) | shares 1,601,505      
Properties | Geographic Concentration Risk | Texas        
Accounting Policies [Line Items]        
Concentration risk percentage   22.00% 22.00%  
Number of senior housing communities | property   30 19  
Properties | Geographic Concentration Risk | Ohio        
Accounting Policies [Line Items]        
Concentration risk percentage   14.00% 18.00%  
Number of senior housing communities | property   17 12  
Properties | Geographic Concentration Risk | Indiana        
Accounting Policies [Line Items]        
Concentration risk percentage   10.00% 13.00%  
Number of senior housing communities | property   13 12  
Housing and support services        
Accounting Policies [Line Items]        
Customer deposits   $ 13,100,000   $ 7,300,000
Managed community reimbursement revenue | Revenue Benchmark | Product Concentration Risk        
Accounting Policies [Line Items]        
Concentration risk percentage   6.60% 8.40%  
v3.26.1
Summary of Significant Accounting Policies - Lessee, Operating Lease, Liability, to be Paid, Maturity (Detail)
$ in Thousands
Mar. 31, 2026
USD ($)
Accounting Policies [Abstract]  
2026 $ 21,105
2027 28,598
2028 29,171
2029 29,756
2030 18,667
Thereafter 12,837
Total future minimum lease payments $ 140,134
v3.26.1
Investments, Acquisitions and Assets Held for Sale - Narrative (Details)
 3 Months Ended
Mar. 31, 2026
USD ($)
seniorHousingCommunity
joint_venture
Mar. 31, 2025
USD ($)
Dec. 31, 2025
USD ($)
joint_venture
Jul. 31, 2024
May 31, 2024
seniorHousingCommunity
Asset Acquisition [Line Items]          
Number of senior housing communities | seniorHousingCommunity 165        
Payments to acquire additional interest in subsidiaries $ 3,577,000 $ 0      
Ownership percent 0.51     0.51  
Investment in unconsolidated entity $ 8,581,000   $ 8,789,000    
Impairments $ 0 $ 0      
Number of properties, held-for-sale | seniorHousingCommunity 1        
AmTrust          
Asset Acquisition [Line Items]          
Venture ownership percentage 67.29%        
Palatine JV          
Asset Acquisition [Line Items]          
Number of joint ventures entered into | joint_venture 1   2    
Payments to acquire additional interest in subsidiaries $ 2,100,000        
Mortgage property value 1,700,000        
Senior Housing Communities          
Asset Acquisition [Line Items]          
Number of assets acquired | seniorHousingCommunity         4
Investment in unconsolidated entity $ 8,600,000        
Consolidated Properties          
Asset Acquisition [Line Items]          
Number of senior housing communities | seniorHousingCommunity 3        
Palatine Joint Ventures | Consolidated Properties          
Asset Acquisition [Line Items]          
Number of senior housing communities | seniorHousingCommunity 4        
Senior Housing Communities          
Asset Acquisition [Line Items]          
Ownership percentage 32.71%        
v3.26.1
Investments, Acquisitions and Assets Held for Sale - Schedule of Disposal Groups, Including Discontinued Operations (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Assets held for sale    
Total assets held for sale $ 9,459 $ 9,453
Liabilities held for sale    
Total liabilities held for sale 13,619 $ 13,529
Disposal Group, Held-for-Sale, Not Discontinued Operations    
Assets held for sale    
Accumulated depreciation and amortization (7,330)  
Total assets held for sale 9,459  
Liabilities held for sale    
Fixed rate mortgage note payable 12,991  
Accrued expenses 566  
Deferred income 62  
Total liabilities held for sale 13,619  
Disposal Group, Held-for-Sale, Not Discontinued Operations | Land    
Assets held for sale    
Property, plant and equipment 550  
Disposal Group, Held-for-Sale, Not Discontinued Operations | Land improvements    
Assets held for sale    
Property, plant and equipment 127  
Disposal Group, Held-for-Sale, Not Discontinued Operations | Buildings and building improvements    
Assets held for sale    
Property, plant and equipment 15,289  
Disposal Group, Held-for-Sale, Not Discontinued Operations | Furniture and equipment    
Assets held for sale    
Property, plant and equipment 801  
Disposal Group, Held-for-Sale, Not Discontinued Operations | Automobiles    
Assets held for sale    
Property, plant and equipment 14  
Disposal Group, Held-for-Sale, Not Discontinued Operations | Other    
Assets held for sale    
Property, plant and equipment $ 8  
v3.26.1
Property and Equipment, net - Schedule of Net Property and Equipment and Leasehold Improvements (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 2,682,730 $ 1,203,668
Less accumulated depreciation and amortization (481,438) (467,480)
Total property and equipment, net 2,201,292 736,188
Land    
Property, Plant and Equipment [Line Items]    
Total property and equipment 204,716 75,952
Land improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 82,112 36,313
Land improvements | Minimum    
Property, Plant and Equipment [Line Items]    
Asset Lives 5 years  
Land improvements | Maximum    
Property, Plant and Equipment [Line Items]    
Asset Lives 20 years  
Buildings and building improvements    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 2,263,227 1,007,562
Buildings and building improvements | Minimum    
Property, Plant and Equipment [Line Items]    
Asset Lives 10 years  
Buildings and building improvements | Maximum    
Property, Plant and Equipment [Line Items]    
Asset Lives 40 years  
Furniture and equipment    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 121,305 76,098
Furniture and equipment | Minimum    
Property, Plant and Equipment [Line Items]    
Asset Lives 5 years  
Furniture and equipment | Maximum    
Property, Plant and Equipment [Line Items]    
Asset Lives 10 years  
Automobiles    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 4,992 3,486
Automobiles | Minimum    
Property, Plant and Equipment [Line Items]    
Asset Lives 5 years  
Automobiles | Maximum    
Property, Plant and Equipment [Line Items]    
Asset Lives 7 years  
Other    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 5,044 2,794
Other | Minimum    
Property, Plant and Equipment [Line Items]    
Asset Lives 5 years  
Other | Maximum    
Property, Plant and Equipment [Line Items]    
Asset Lives 10 years  
Construction in progress    
Property, Plant and Equipment [Line Items]    
Total property and equipment $ 1,334 $ 1,463
v3.26.1
Property and Equipment, net - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Property, Plant and Equipment [Abstract]    
Depreciation $ 14,000 $ 11,300
Non-cash additions of property and equipment $ 975 $ 1,412
v3.26.1
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets and Goodwill (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
In-place leases, gross $ 218,012 $ 34,199
Accumulated amortization (20,457) (14,456)
Total amortization $ 197,555 $ 19,743
Weighted Average Life Remaining at March 31, 2026 (in years) 2 years 9 months 18 days  
v3.26.1
Intangible Assets, Net and Goodwill - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Amortization of intangible assets $ 6.0 $ 2.4
Weighted average life remaining 2 years 10 months 24 days  
v3.26.1
Intangible Assets, Net and Goodwill - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
2026, remaining $ 54,073  
2027 69,334  
2028 62,124  
2029 12,024  
Total amortization $ 197,555 $ 19,743
v3.26.1
Intangible Assets, Net and Goodwill - Schedule of Goodwill (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
USD ($)
Goodwill [Roll Forward]  
Goodwill, Beginning Balance $ 0
Goodwill acquired 63,950
Goodwill, Ending Balance $ 63,950
v3.26.1
Accrued Expenses - Schedule of accounts payable and accrued liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Financing Receivable, Modified [Line Items]    
Accrued payroll and employee benefits $ 28,394 $ 17,877
Accrued interest 9,640 7,096
Accrued taxes 10,575 9,068
Accrued professional fees 10,184 31,561
Accrued other expenses 7,630 6,061
Total accrued expenses 66,423 71,663
Accrued loss reserve 6,300 6,500
CNL Healthcare Properties, Inc. ("CHP").    
Financing Receivable, Modified [Line Items]    
Accrued professional fees   23,400
Entity Loan Modification Program    
Financing Receivable, Modified [Line Items]    
Accrued interest $ 3,700 $ 3,900
v3.26.1
Debt - Schedule of Notes Payable (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Debt Instrument [Line Items]    
Total debt $ 1,636,636 $ 693,119
Deferred loan costs, net 14,279 3,378
Total debt, net of deferred loan costs 1,622,357 689,741
Current portion of debt 218,673 7,291
Long-term debt, net $ 1,403,684 $ 682,450
Revolving credit facility    
Debt Instrument [Line Items]    
Weighted average interest rate 6.00% 6.60%
Total debt $ 270,000 $ 95,050
Fixed rate mortgage notes payable    
Debt Instrument [Line Items]    
Weighted average interest rate 4.60% 4.60%
Total debt $ 384,745 $ 384,764
Variable rate mortgages note payable    
Debt Instrument [Line Items]    
Weighted average interest rate 6.10% 6.30%
Total debt $ 191,360 $ 189,611
Term loan facility    
Debt Instrument [Line Items]    
Weighted average interest rate 5.60%  
Total debt $ 550,000 0
Bridge facility    
Debt Instrument [Line Items]    
Weighted average interest rate 6.50%  
Total debt $ 220,000 $ 0
Notes payable - consolidated VIE    
Debt Instrument [Line Items]    
Weighted average interest rate 6.40% 6.60%
Total debt $ 19,933 $ 21,690
Notes payable - insurance    
Debt Instrument [Line Items]    
Weighted average interest rate 5.60% 5.60%
Total debt $ 598 $ 2,004
Total debt, net of deferred loan costs $ 600  
v3.26.1
Debt - Schedule of Aggregate Scheduled Maturities of Notes Payable (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Debt Disclosure [Abstract]    
2026 $ 7,173  
2027 246,130  
2028 134,395  
2029 683,562  
2030 270,095  
Thereafter 295,281  
Total debt, excluding deferred loan costs $ 1,636,636 $ 693,119
v3.26.1
Debt - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Dec. 31, 2025
Debt Instrument [Line Items]    
Liabilities held for sale $ 13,619 $ 13,529
Notes Payable    
Debt Instrument [Line Items]    
Property and equipment, net 557,100  
Revolving credit facility    
Debt Instrument [Line Items]    
Property and equipment, net 1,625,700  
Fixed rate mortgage notes payable    
Debt Instrument [Line Items]    
Liabilities held for sale $ 13,000  
Variable rate mortgages note payable    
Debt Instrument [Line Items]    
Debt instrument, variable rate at period end 3.70%  
Minimum | Fixed rate mortgage notes payable    
Debt Instrument [Line Items]    
Debt effective interest rate 3.00%  
Minimum | Variable rate mortgages note payable    
Debt Instrument [Line Items]    
Debt instrument, basis spread on variable rate 0.00%  
Maximum | Fixed rate mortgage notes payable    
Debt Instrument [Line Items]    
Debt effective interest rate 6.30%  
Maximum | Variable rate mortgages note payable    
Debt Instrument [Line Items]    
Debt instrument, basis spread on variable rate 2.70%  
v3.26.1
Debt - Debt Financing of the CHP Merger (Narrative ) (Details)
$ in Thousands
 1 Months Ended 3 Months Ended
Mar. 31, 2026
USD ($)
tranche
Mar. 31, 2026
USD ($)
tranche
Mar. 30, 2026
USD ($)
Mar. 10, 2026
USD ($)
Dec. 29, 2025
USD ($)
tranche
Mar. 31, 2026
USD ($)
tranche
Aug. 31, 2025
USD ($)
Mar. 31, 2026
USD ($)
tranche
Mar. 31, 2025
USD ($)
Mar. 01, 2026
USD ($)
Dec. 31, 2025
USD ($)
Debt Instrument [Line Items]                      
Purchase of interest rate cap               $ 1,202 $ 0    
Interest rate cap                      
Debt Instrument [Line Items]                      
Purchase of interest rate cap       $ 35 $ 600 $ 500 $ 100        
Derivative, notional amount $ 726,700 $ 726,700   $ 270,000 $ 262,500 $ 726,700 $ 122,000 $ 726,700   $ 49,200 $ 194,200
Derivative term       12 months 36 months 34 months 36 months        
Derivative, basis spread on variable rate 4.00% 4.00%   4.25% 4.50% 4.00% 5.50% 4.00%      
A&R Credit Agreement | Senior Secured Term Loan                      
Debt Instrument [Line Items]                      
Note principal amount         $ 930,000            
Permanent Term Loans | Revolving Credit Facility                      
Debt Instrument [Line Items]                      
Available letters of credit $ 430,000 $ 430,000     $ 405,000 $ 430,000   $ 430,000      
Increase in principal   25,000                  
Permanent Term Loans | Revolving Credit Facility | Minimum                      
Debt Instrument [Line Items]                      
Debt instrument, basis spread on variable rate         1.35%            
Permanent Term Loans | Revolving Credit Facility | Maximum                      
Debt Instrument [Line Items]                      
Debt instrument, basis spread on variable rate         2.00%            
Permanent Term Loans | Senior Secured Term Loan                      
Debt Instrument [Line Items]                      
Note principal amount $ 550,000 $ 550,000     $ 525,000 $ 550,000   $ 550,000      
Debt instrument, accordion feature, highest borrowing capacity         $ 1,250,000            
Number of tranches | tranche 2 2     2 2   2      
Increase in principal     $ 25,000                
Permanent Term Loans | Senior Secured Term Loan | Term loan facility | Tranche One                      
Debt Instrument [Line Items]                      
Debt instrument, term         3 years            
Permanent Term Loans | Senior Secured Term Loan | Term loan facility | Tranche Two                      
Debt Instrument [Line Items]                      
Debt instrument, term         5 years            
Permanent Term Loans | Senior Secured Term Loan | Term loan facility | Minimum                      
Debt Instrument [Line Items]                      
Debt instrument, basis spread on variable rate         1.30%            
Permanent Term Loans | Senior Secured Term Loan | Term loan facility | Maximum                      
Debt Instrument [Line Items]                      
Debt instrument, basis spread on variable rate         1.95%            
Revolving credit facility | Revolving Credit Facility                      
Debt Instrument [Line Items]                      
Available letters of credit $ 160,000 $ 160,000       $ 160,000   $ 160,000      
Line of credit facility, decrease, amount terminated         $ 150,000            
Bridge facility | Term loan facility                      
Debt Instrument [Line Items]                      
Note principal amount 220,000 $ 220,000   $ 270,000   $ 220,000   $ 220,000      
Repayments of debt $ 50,000                    
Bridge facility | Term loan facility | Minimum                      
Debt Instrument [Line Items]                      
Debt instrument, basis spread on variable rate       1.35%              
Bridge facility | Term loan facility | Maximum                      
Debt Instrument [Line Items]                      
Debt instrument, basis spread on variable rate       2.00%              
v3.26.1
Debt - Senior Secured Revolving Credit Facility (Details)
$ in Thousands
 3 Months Ended
Aug. 26, 2025
USD ($)
Mar. 31, 2026
USD ($)
seniorHousingCommunity
Dec. 31, 2025
USD ($)
Debt Instrument [Line Items]      
Notes payable   $ 1,636,636 $ 693,119
Revolving Credit Facility | Revolving credit facility      
Debt Instrument [Line Items]      
Notes payable   $ 270,000  
Weighted average interest rate   6.00%  
Number of communities | seniorHousingCommunity   83  
Proceeds from credit facility   $ 282,500  
Repayments of long-term lines of credit $ 107,600    
Debt issuance costs, net   3,600  
Available letters of credit   $ 160,000  
v3.26.1
Debt - 2025 Ally Term Loan (Details)
$ in Thousands
Aug. 07, 2025
USD ($)
property
loanDraw
Mar. 31, 2026
USD ($)
Dec. 31, 2025
USD ($)
Debt Instrument [Line Items]      
Number of properties under loan | property 19    
Debt, excluding deferred loan costs   $ 1,622,357 $ 689,741
2025 Ally Term Loan | Senior Secured Term Loan      
Debt Instrument [Line Items]      
Note principal amount $ 137,000    
Debt instrument, closing fee percentage 0.0075    
Debt instrument, fee amount $ 1,000    
Debt instrument, initial term loan advance $ 122,000    
Number of properties under loan | property 18    
Debt instrument, number of additional draws | loanDraw 2    
Debt instrument, term 36 months    
Debt instrument, basis spread on variable rate 2.65%    
Debt instrument, performance-based step-down rate 2.45%    
Debt, excluding deferred loan costs   $ 122,000  
Debt instrument, increase limit $ 40,000    
2025 Ally Term Loan | Senior Secured Term Loan | Tranche One      
Debt Instrument [Line Items]      
Initial term loan advance 7,500    
2025 Ally Term Loan | Senior Secured Term Loan | Tranche Two      
Debt Instrument [Line Items]      
Initial term loan advance $ 7,500    
v3.26.1
Debt - Notes Payable - Consolidated VIE (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Dec. 31, 2025
Debt Instrument [Line Items]    
Debt, excluding deferred loan costs $ 1,622,357 $ 689,741
Notes payable - consolidated VIE    
Debt Instrument [Line Items]    
Weighted average interest rate 6.40% 6.60%
Palatine JV    
Debt Instrument [Line Items]    
Secured debt $ 19,900  
Debt, excluding deferred loan costs 3,100  
Palatine JV | Interest rate cap    
Debt Instrument [Line Items]    
Mortgages at cost $ 100  
v3.26.1
Debt - 2024 Fannie Mae Loan Modification (Details) - Omnibus Agreement - Fannie Mae Loan
$ in Millions
 1 Months Ended 3 Months Ended 12 Months Ended
Nov. 30, 2027
USD ($)
Nov. 30, 2026
USD ($)
Mar. 31, 2026
USD ($)
Dec. 31, 2024
USD ($)
seniorLivingCommunities
Debt Instrument [Line Items]        
Number of communities | seniorLivingCommunities       18
Scheduled principal paydowns       $ 10.0
Debt instrument, periodic prepayment     $ 4.0  
Forecast        
Debt Instrument [Line Items]        
Debt instrument, periodic prepayment $ 3.0 $ 3.0    
v3.26.1
Debt - Notes Payable - Insurance (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Dec. 31, 2025
Debt Instrument [Line Items]    
Debt, excluding deferred loan costs $ 1,622,357 $ 689,741
Notes payable - insurance    
Debt Instrument [Line Items]    
Debt, excluding deferred loan costs $ 600  
Weighted average interest rate 5.60% 5.60%
Notes payable - insurance | Maximum    
Debt Instrument [Line Items]    
Debt instrument, term 10 months  
v3.26.1
Debt - Deferred Loan Costs (Details) - USD ($)
$ in Millions
Mar. 31, 2026
Dec. 31, 2025
Debt Instrument [Line Items]    
Deferred financing cost $ 24.2 $ 12.5
Accumulated amortization 9.9 $ 9.1
Term loan facility    
Debt Instrument [Line Items]    
Deferred financing cost 11.7  
Bridge facility    
Debt Instrument [Line Items]    
Deferred financing cost $ 11.7  
v3.26.1
Securities Financing - Narrative (Details) - USD ($)
 1 Months Ended 2 Months Ended 3 Months Ended
Mar. 11, 2026
Nov. 30, 2021
Mar. 11, 2026
Mar. 31, 2026
Mar. 31, 2025
Mar. 10, 2026
Feb. 26, 2026
Feb. 25, 2026
Dec. 31, 2025
Nov. 04, 2025
Nov. 03, 2021
Equity, Class of Treasury Stock [Line Items]                      
Common stock, shares authorized (in shares)       100,000,000     100,000,000 30,000,000 30,000,000    
Preferred stock, convertible, conversion price (in USD per share) $ 32.00   $ 32.00                
Temporary equity, carrying amount, period       $ 0         $ 51,249,000    
Deemed dividend       $ 19,069,000 $ 0            
Preferred stock, dividend rate, percentage       11.00%              
Dividends paid     $ 1,100,000   $ 1,400,000            
Preferred stock liquidation preference                 10,000,000.0    
Common Stock                      
Equity, Class of Treasury Stock [Line Items]                      
Common stock, shares authorized (in shares)                   100,000,000.0  
Issuance of stock (in shares)       1,601,505              
Common Stock | Private Placement                      
Equity, Class of Treasury Stock [Line Items]                      
Issuance of shares (in shares) 4,100,000                    
Funded amount $ 110,000,000.0                    
Stock issuance costs paid $ 1,200,000                    
Common Stock | Note Warrant                      
Equity, Class of Treasury Stock [Line Items]                      
Number of securities called by each warrant (in shares)   1                  
Price per share of stock sold (in USD per share)   $ 40.00                  
Series A Preferred Stock (if converted)                      
Equity, Class of Treasury Stock [Line Items]                      
Convertible preferred stock, shares issued upon conversion (in shares) 1,601,505   1,601,505                
Preferred stock, convertible, conversion price (in USD per share) $ 32.00   $ 32.00     $ 40.00          
Payments for conversion of stock $ 4,700,000                    
Dividends, preferred stock, stock     $ 1,100,000                
Temporary equity, carrying amount, period       $ 51,200,000              
Warrants | Note Warrant                      
Equity, Class of Treasury Stock [Line Items]                      
Shares issued under agreement (in shares)   1,031,250                  
Warrants | Note Warrant | Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP                      
Equity, Class of Treasury Stock [Line Items]                      
Warrants and rights outstanding       1,031,250         $ 1,031,250   $ 1,031,250
Convertible Preferred Stock | Private Placement                      
Equity, Class of Treasury Stock [Line Items]                      
Proceeds from sale of stock under agreement       $ 41,300,000              
Convertible Preferred Stock | Private Placement | Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP                      
Equity, Class of Treasury Stock [Line Items]                      
Shares issued under agreement (in shares)       0              
v3.26.1
Securities Financing - Schedule Summarizes Our Preferred Stock (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
USD ($)
shares
Preferred Stock [Roll Forward]  
Beginning Balance (in shares) | shares 0
Ending Balance (in shares) | shares 0
Beginning Balance | $ $ 51,249
Ending Balance | $ $ 0
Conversion of A convertible preferred stock  
Preferred Stock [Roll Forward]  
Beginning Balance (in shares) | shares 41,000
Conversion of A convertible preferred stock (in shares) | shares (41,000)
Ending Balance (in shares) | shares 0
Beginning Balance | $ $ 51,249
Conversion of A convertible preferred stock | $ (51,249)
Ending Balance | $ $ 0
v3.26.1
Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Disaggregation of Revenue [Line Items]    
Total revenues $ 122,632 $ 91,923
Resident revenue    
Disaggregation of Revenue [Line Items]    
Total revenues 108,427 79,255
Housing and support services    
Disaggregation of Revenue [Line Items]    
Total revenues 106,280 78,411
Community fees    
Disaggregation of Revenue [Line Items]    
Total revenues 981 534
Ancillary services    
Disaggregation of Revenue [Line Items]    
Total revenues 1,166 310
Rental income    
Disaggregation of Revenue [Line Items]    
Total revenues 1,695 0
Management fee income    
Disaggregation of Revenue [Line Items]    
Total revenues 1,145 1,061
Managed community reimbursement revenue    
Disaggregation of Revenue [Line Items]    
Total revenues $ 11,365 $ 11,607
v3.26.1
Net Income (Loss) Per Share - Net Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Basic net loss per common share calculation:    
Net loss attributable to Sonida shareholders $ (41,228) $ (12,529)
Less: Dividends on Series A Preferred Stock (1,093) (1,409)
Less: Deemed dividend on induced conversion of Series A convertible preferred stock (19,069) 0
Net loss attributable to common shareholders $ (61,390) $ (13,938)
Weighted average shares outstanding — basic (in shares) 25,694 18,047
Basic net loss per share (in USD per share) $ (2.39) $ (0.77)
Diluted net loss per common share calculation:    
Net loss attributable to common shareholders $ (61,390) $ (13,938)
Weighted average shares outstanding — diluted (in shares) 25,694 18,047
Diluted net loss per share (in USD per share) $ (2.39) $ (0.77)
v3.26.1
Net Income (Loss) Per Share - Dilutive Effect (Details) - shares
shares in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Basic net loss per common share calculation:    
Weighted average shares outstanding — basic (in shares) 25,694 18,047
Weighted average shares outstanding — diluted (in shares) 25,694 18,047
v3.26.1
Net Income (Loss) Per Share - Antidilutive (Details) - shares
shares in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares excluded from earnings per share (in shares) 3,415 3,212
Warrants    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares excluded from earnings per share (in shares) 1,031 1,031
Series A Preferred Stock (if converted)    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares excluded from earnings per share (in shares) 1,228 1,281
Restricted stock awards    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares excluded from earnings per share (in shares) 658 885
Restricted stock units    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares excluded from earnings per share (in shares) 488 5
Stock options    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Antidilutive shares excluded from earnings per share (in shares) 10 10
v3.26.1
Stock-Based Compensation (Details)
$ / shares in Units, $ in Millions
 3 Months Ended
Mar. 11, 2026
USD ($)
tranche
$ / shares
shares
Mar. 31, 2026
USD ($)
Mar. 31, 2025
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Transaction, transition and restructuring costs | $   $ 2.4 $ 1.0
Unrecognized stock compensation expense | $   $ 33.0  
Unrecognized stock compensation expense period of recognition   1 year 3 months 7 days  
Performance Shares      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of shares granted (in shares) | shares 1,137,500    
Consecutive trading days 30 days    
Number of tranches | tranche 3    
Grants in period, fair value | $ $ 28.0    
Performance Shares | Hurdle One      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting stock price hurdles (in USD per share) | $ / shares $ 40.11    
Performance Shares | Hurdle Two      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting stock price hurdles (in USD per share) | $ / shares 53.48    
Performance Shares | Hurdle Three      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting stock price hurdles (in USD per share) | $ / shares $ 66.85    
v3.26.1
Commitment and Contingencies (Details)
$ in Millions
Mar. 31, 2026
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Contractual obligation $ 6.9
Loss contingency accrual 6.3
Insurance receivables $ 5.1
v3.26.1
Related Party Transactions (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 2 Months Ended 3 Months Ended
Mar. 11, 2026
USD ($)
$ / shares
shares
Nov. 04, 2025
USD ($)
shares
Sep. 30, 2024
USD ($)
seniorHousingCommunity
Mar. 11, 2026
USD ($)
$ / shares
shares
Mar. 31, 2026
USD ($)
seniorHousingCommunity
joint_venture
shares
Mar. 31, 2025
USD ($)
Mar. 10, 2026
$ / shares
Dec. 31, 2025
USD ($)
Related Party Transaction [Line Items]                
Preferred stock, convertible, conversion price (in USD per share) | $ / shares $ 32.00     $ 32.00        
Number of senior housing communities | seniorHousingCommunity         165      
Return of investment in unconsolidated entity         $ 0 $ 392    
Debt, excluding deferred loan costs         $ 1,622,357     $ 689,741
Number of joint ventures in which company provides reporting services | joint_venture         2      
Stone Joint Venture                
Related Party Transaction [Line Items]                
Return of investment in unconsolidated entity         $ 600      
Consolidated Properties                
Related Party Transaction [Line Items]                
Number of senior housing communities | seniorHousingCommunity         3      
Consolidated Properties | Stone Joint Venture                
Related Party Transaction [Line Items]                
Number of senior housing communities | seniorHousingCommunity         4      
Consolidated Properties | Palatine Joint Ventures                
Related Party Transaction [Line Items]                
Number of senior housing communities | seniorHousingCommunity         4      
Consolidated Properties | Stone Joint Venture                
Related Party Transaction [Line Items]                
Number of senior housing communities | seniorHousingCommunity     4          
Proceeds from sale, loan, mortgage, held-for-sale     $ 35,000          
Debt instrument, term     36 months          
Debt effective interest rate     7.30%          
Debt, excluding deferred loan costs         $ 35,000     35,000
Consolidated Properties | Stone Joint Venture | Secured Debt                
Related Party Transaction [Line Items]                
Debt, excluding deferred loan costs         $ 14,000     $ 14,000
Common Stock | Private Placement                
Related Party Transaction [Line Items]                
Issuance of shares (in shares) | shares 4,100,000              
Funded amount $ 110,000              
Common Stock | Private Placement | Conversant Investment Agreement                
Related Party Transaction [Line Items]                
Issuance of shares (in shares) | shares   3,739,716     3,739,716      
Funded amount   $ 100,000     $ 100,000      
Series A Preferred Stock (if converted)                
Related Party Transaction [Line Items]                
Preferred stock, convertible, conversion price (in USD per share) | $ / shares $ 32.00     $ 32.00     $ 40.00  
One-time payment for conversion of stock $ 4,700              
Dividends, preferred stock, stock       $ 1,100        
Convertible preferred stock, shares issued upon conversion (in shares) | shares 1,601,505     1,601,505        
Preferred Stock                
Related Party Transaction [Line Items]                
One-time payment for conversion of stock $ 4,700              
Dividends, preferred stock, stock $ 1,100              
v3.26.1
Fair Value Measurements - Narrative (Details) - USD ($)
 3 Months Ended
Mar. 31, 2026
Mar. 10, 2026
Mar. 01, 2026
Dec. 31, 2025
Dec. 29, 2025
Aug. 31, 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Derivative assets, fair value $ 1,667,000     $ 72,000    
Recurring            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Non-cash impairment charge on property and equipment 0          
Interest rate cap            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Derivative, notional amount 726,700,000 $ 270,000,000.0 $ 49,200,000 194,200,000 $ 262,500,000 $ 122,000,000.0
Derivative assets, fair value $ 1,667,000     $ 72,000    
v3.26.1
Fair Value Measurements - Carrying Amounts and Fair Values of Financial Instruments (Details)
$ in Thousands
Mar. 31, 2026
USD ($)
seniorHousingCommunity
Dec. 31, 2025
USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt, excluding deferred loan costs $ 1,622,357 $ 689,741
Liabilities held for sale $ 13,619 13,529
Number of properties, held-for-sale | seniorHousingCommunity 1  
Carrying Amount    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt, excluding deferred loan costs $ 1,636,636 693,119
Liabilities held for sale 12,991 13,021
Fair Value    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Debt, excluding deferred loan costs 1,505,708 661,756
Liabilities held for sale $ 12,538 $ 12,643
v3.26.1
Fair Value Measurements - Fair Value Assets Measured on Non-recurring Basis (Details) - Fair Value, Nonrecurring - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Carrying Amount    
Assets    
Assets held for sale $ 9,459 $ 9,453
Fair Value    
Assets    
Assets held for sale $ 9,459 $ 9,453
v3.26.1
Derivatives and Hedging - Narrative (Details)
$ in Thousands
 1 Months Ended 3 Months Ended
Mar. 10, 2026
USD ($)
Dec. 29, 2025
USD ($)
Mar. 31, 2026
USD ($)
interestRateCap
Aug. 31, 2025
USD ($)
Mar. 31, 2026
USD ($)
interestRateCap
Mar. 31, 2025
USD ($)
Mar. 01, 2026
USD ($)
Dec. 31, 2025
USD ($)
Derivative Instruments and Hedging Activities Disclosures [Line Items]                
Purchase of interest rate cap         $ 1,202 $ 0    
Tranche One | Term loan facility | Permanent Term Loans | Senior Secured Term Loan                
Derivative Instruments and Hedging Activities Disclosures [Line Items]                
Debt instrument, term   3 years            
Interest rate cap                
Derivative Instruments and Hedging Activities Disclosures [Line Items]                
Derivative, notional amount $ 270,000 $ 262,500 $ 726,700 $ 122,000 $ 726,700   $ 49,200 $ 194,200
Purchase of interest rate cap $ 35 $ 600 $ 500 $ 100        
Derivative term 12 months 36 months 34 months 36 months        
Derivative, basis spread on variable rate 4.25% 4.50% 4.00% 5.50% 4.00%      
Number of interest rate caps | interestRateCap     2   2      
Interest Rate Cap One                
Derivative Instruments and Hedging Activities Disclosures [Line Items]                
Derivative, notional amount             270,000  
Purchase of interest rate cap     $ 40          
Derivative term     12 months          
Derivative, basis spread on variable rate     4.25%   4.25%      
Interest Rate Cap, Two                
Derivative Instruments and Hedging Activities Disclosures [Line Items]                
Derivative, notional amount             $ 262,500  
Purchase of interest rate cap     $ 600          
Derivative term     36 months          
Derivative, basis spread on variable rate     4.50%   4.50%      
v3.26.1
Derivatives and Hedging - Schedule of Derivative Instruments in Balance Sheet (Details) - USD ($)
$ in Thousands
Mar. 31, 2026
Dec. 31, 2025
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Derivative asset, notional amount $ 726,690 $ 194,190
Derivative assets, fair value 1,667 72
Derivative liability, notional amount 0 0
Derivative liability, fair value 0 0
Derivative assets 182 8
Other Assets    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Derivative assets, fair value 1,500  
Interest rate cap    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Derivative asset, notional amount 726,690 194,190
Derivative assets, fair value 1,667 72
Derivative liability, notional amount 0 0
Derivative liability, fair value $ 0 $ 0
v3.26.1
Derivatives and Hedging - Schedule of Derivative Instruments in Statement of Operations (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Interest rate cap | Interest Expense    
Derivative Instruments and Hedging Activities Disclosures [Line Items]    
Gain (loss) on derivatives not designated as hedges included in interest expense $ 393 $ (490)
v3.26.1
Segment Information - Narrative (Details)
 3 Months Ended
Mar. 31, 2026
segment
Segment Reporting [Abstract]  
Number of reportable segments 1
Number of operating segments 1
v3.26.1
Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Segment Reporting Information [Line Items]    
Resident revenue $ 122,632 $ 91,923
Resident revenue    
Segment Reporting Information [Line Items]    
Resident revenue 108,427 79,255
Rental income    
Segment Reporting Information [Line Items]    
Resident revenue 1,695 0
Reportable Segment    
Segment Reporting Information [Line Items]    
Resident revenue 110,122 79,255
Total community net operating income 28,759 20,141
Reportable Segment | Resident revenue    
Segment Reporting Information [Line Items]    
Resident revenue 108,427 79,255
Reportable Segment | Rental income    
Segment Reporting Information [Line Items]    
Resident revenue 1,695 0
Reportable Segment | Total community operating expense    
Segment Reporting Information [Line Items]    
Total community operating expense 81,363 59,114
Reportable Segment | Labor    
Segment Reporting Information [Line Items]    
Total community operating expense 52,436 38,299
Reportable Segment | Food    
Segment Reporting Information [Line Items]    
Total community operating expense 4,818 3,428
Reportable Segment | Utilities    
Segment Reporting Information [Line Items]    
Total community operating expense 5,184 4,001
Reportable Segment | Other community operating expense    
Segment Reporting Information [Line Items]    
Total community operating expense $ 18,925 $ 13,386
v3.26.1
Segment Information - Reconciliation of Revenue from Segments to Consolidated (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Segment Reporting Information [Line Items]    
Total revenues $ 122,632 $ 91,923
Reportable Segment    
Segment Reporting Information [Line Items]    
Total revenues 110,122 79,255
Resident revenue    
Segment Reporting Information [Line Items]    
Total revenues 108,427 79,255
Resident revenue | Reportable Segment    
Segment Reporting Information [Line Items]    
Total revenues 108,427 79,255
Management fee income    
Segment Reporting Information [Line Items]    
Total revenues 1,145 1,061
Management fee income | Reportable Segment    
Segment Reporting Information [Line Items]    
Total revenues 1,145 1,061
Managed community reimbursement revenue    
Segment Reporting Information [Line Items]    
Total revenues 11,365 11,607
Managed community reimbursement revenue | Reportable Segment    
Segment Reporting Information [Line Items]    
Total revenues $ 11,365 $ 11,607
v3.26.1
Segment Information - Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2026
Mar. 31, 2025
Segment Reporting Information [Line Items]    
Management fee income $ 122,632 $ 91,923
General and administrative expense (10,463) (8,472)
Transaction, transition and restructuring costs (26,094) (610)
Depreciation and amortization expense (19,960) (13,686)
Third-party property management fees 1,048 0
Interest income 219 242
Interest expense (12,833) (9,446)
Loss from equity method investment (208) (330)
Other income (expense), net 554 (550)
Provision for income taxes (208) (75)
Net loss (41,450) (13,025)
Reportable Segment    
Segment Reporting Information [Line Items]    
Segment net operating income 28,759 20,141
Management fee income 110,122 79,255
Other operating expenses (1,313) (1,300)
General and administrative expense (10,463) (8,472)
Transaction, transition and restructuring costs (26,094) (610)
Depreciation and amortization expense (19,960) (13,686)
Third-party property management fees (1,048) 0
Interest income 219 242
Interest expense (12,833) (9,446)
Loss from equity method investment (208) (330)
Other income (expense), net 554 (550)
Provision for income taxes (208) (75)
Net loss (41,450) (13,025)
Management fee income    
Segment Reporting Information [Line Items]    
Management fee income 1,145 1,061
Management fee income | Reportable Segment    
Segment Reporting Information [Line Items]    
Management fee income $ 1,145 $ 1,061
v3.26.1
Subsequent Events (Details)
$ in Millions
May 07, 2026
USD ($)
tranche
Mar. 31, 2026
USD ($)
tranche
May 08, 2026
USD ($)
Apr. 30, 2026
USD ($)
Apr. 07, 2026
USD ($)
Mar. 10, 2026
USD ($)
Dec. 29, 2025
USD ($)
tranche
Subsequent Event              
Subsequent Event [Line Items]              
Preferred equity investment       $ 2.9      
Annual non-compounding coupon rate       15.00%      
Subsequent Event | Disposal Group, Held-for-Sale, Not Discontinued Operations              
Subsequent Event [Line Items]              
Sales price     $ 13.5   $ 9.6    
Revolving credit facility | Revolving Credit Facility              
Subsequent Event [Line Items]              
Available letters of credit   $ 160.0          
Revolving credit facility | Senior Secured Term Loan | Subsequent Event | Revolving Credit Facility              
Subsequent Event [Line Items]              
Increase in principal $ 25.0            
Debt instrument, fee amount 0.4            
Bridge facility | Term loan facility              
Subsequent Event [Line Items]              
Repayments of debt   50.0          
Note principal amount   220.0       $ 270.0  
Bridge facility | Subsequent Event | Term loan facility              
Subsequent Event [Line Items]              
Repayments of debt 50.0            
Note principal amount 170.0            
Permanent Term Loans | Revolving Credit Facility              
Subsequent Event [Line Items]              
Available letters of credit   430.0         $ 405.0
Permanent Term Loans | Subsequent Event | Revolving Credit Facility              
Subsequent Event [Line Items]              
Available letters of credit 455.0            
Permanent Term Loans | Senior Secured Term Loan              
Subsequent Event [Line Items]              
Note principal amount   $ 550.0         $ 525.0
Number of tranches | tranche   2         2
Permanent Term Loans | Senior Secured Term Loan | Subsequent Event              
Subsequent Event [Line Items]              
Note principal amount $ 575.0            
Number of tranches | tranche 2