0001043000 FALSE 0001043000 2025-11-10 2025-11-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 10, 2025
_________________________________
Sonida Senior Living, Inc.
(Exact name of registrant as specified in its charter)
_________________________________
Delaware
(State or other jurisdiction of incorporation)

1-13445 | 75-2678809
(Commission File Number) | (IRS Employer Identification No.)
14755 Preston Road |
Suite 810 |
Dallas, | Texas | 75254
(Address of principal executive offices) | (Zip Code)

(972) 770-5600
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
_________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading symbol(s) |  | Name of each exchange on which registered
Common Stock, par value $0.01 per share |  | SNDA |  | New York Stock Exchange

Item 2.02 Results of Operations and Financial Condition.
On November 10, 2025, Sonida Senior Living, Inc. (the “Company”) announced its financial results for the third quarter ended September 30, 2025 by issuing a press release. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1.
The information being furnished under Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing. The press release contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
Item 8.01 Other Events
Attached hereto as Exhibit 99.2 is the investor presentation used in connection with the Company’s webcast and is incorporated herein in its entirety by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.

*99.1 | Press Release dated November 1 0, 2025
*99.2 | Sonida Senior Living, Inc. Investor Presentation
104 | Cover Page Interactive Date File-formatted as Inline XBRL.

*These exhibits to this Current Report on Form 8-K are not being filed but are being furnished pursuant to Item 9.01.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 10, 2025 | Sonida Senior Living, Inc.
| By: | /s/ KEVIN J. DETZ
| Name: | Kevin J. Detz
| Title: | Executive Vice President and Chief Financial Officer