{"filing":{"accession_number":"0001193125-26-342676","cik":"0001043000","ticker":"SNDA","company_name":"SONIDA SENIOR LIVING, INC.","form":"8-K","filing_date":"2026-08-10","report_date":"2026-08-10","primary_document":"d160599d8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1043000/000119312526342676/d160599d8k.htm"},"events":[{"id":26728,"run_id":24303,"accession_number":"0001193125-26-342676","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"The Company entered into an Exchange Agreement dated August 10, 2026, involving a material restructuring of its capital structure through the issuance of 41,250 shares of Series B Convertible Preferred Stock and 1,601,505 shares of Common Stock in exchange for the surrender of previously issued shares, effectively resolving litigation over the validity of prior preferred stock conversions.","company_name":"SONIDA SENIOR LIVING, INC.","ticker":"SNDA","filing_date":"2026-08-10","form":"8-K","submitted_at":null,"items":[{"id":27950,"accession_number":"0001193125-26-342676","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Company entered into a material definitive agreement (the Exchange Agreement dated August 10, 2026) involving a significant restructuring of its capital structure. The transaction involves the issuance of 41,250 shares of newly designated Series B Convertible Preferred Stock and 1,601,505 shares of Common Stock in exchange for the surrender of previously issued shares, effectively resolving litigation over the validity of prior preferred stock conversions. While this is primarily a recapitalization rather than a traditional M\u0026A transaction, it constitutes a material change in the Company's equity structure and capitalization that would affect a reasonable investor's assessment of the registrant's financial position and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:08:50.635683+00:00","company_name":"","ticker":null,"filing_date":""},{"id":27951,"accession_number":"0001193125-26-342676","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered issuance of 41,250 shares of Series B Preferred Stock in exchange for surrender of existing shares, exempt under Section 4(a)(2) of the Securities Act. This is a classic dilutive equity issuance involving preferred stock restructuring, material to investors' assessment of capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:08:50.635683+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":26729,"run_id":24303,"accession_number":"0001193125-26-342676","anchor_item_number":"3.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"The Company filed Certificates of Correction with the Delaware Secretary of State to nullify prior amendments to its certificate of designation relating to Series A and Series B Preferred Stock, and to eliminate both series. These are routine administrative corporate governance filings that do not substantively alter security holder rights, as the Series B shares were immediately converted and eliminated.","company_name":"SONIDA SENIOR LIVING, INC.","ticker":"SNDA","filing_date":"2026-08-10","form":"8-K","submitted_at":null,"items":[{"id":27952,"accession_number":"0001193125-26-342676","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes technical amendments to the Company's certificate of designation relating to Series A and Series B Preferred Stock—specifically the filing of Certificates of Correction to nullify prior amendments, designation of Series B Preferred Stock, and elimination of both series. These are routine corporate governance and capital structure filings with the Delaware Secretary of State that do not substantively alter security holder rights or create new material obligations; the Series B shares were immediately converted and eliminated, leaving no outstanding preferred stock. While Item 3.03 is technically triggered, the event is administrative rather than material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:08:50.635683+00:00","company_name":"","ticker":null,"filing_date":""},{"id":27953,"accession_number":"0001193125-26-342676","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.03 discloses amendments to articles of incorporation or bylaws. The filing incorporates Item 3.03 by reference, but without access to that item's full text, the disclosure appears to be a routine governance matter. Bylaw and charter amendments are typically administrative unless they materially alter voting rights, board composition, or shareholder protections; the incorporation-by-reference structure suggests a procedural disclosure rather than a substantive governance change affecting investor interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:08:50.635683+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":27950,"accession_number":"0001193125-26-342676","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Company entered into a material definitive agreement (the Exchange Agreement dated August 10, 2026) involving a significant restructuring of its capital structure. The transaction involves the issuance of 41,250 shares of newly designated Series B Convertible Preferred Stock and 1,601,505 shares of Common Stock in exchange for the surrender of previously issued shares, effectively resolving litigation over the validity of prior preferred stock conversions. While this is primarily a recapitalization rather than a traditional M\u0026A transaction, it constitutes a material change in the Company's equity structure and capitalization that would affect a reasonable investor's assessment of the registrant's financial position and ownership structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:08:50.635683+00:00","company_name":"SONIDA SENIOR LIVING, INC.","ticker":"SNDA","filing_date":"2026-08-10"},{"id":27951,"accession_number":"0001193125-26-342676","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered issuance of 41,250 shares of Series B Preferred Stock in exchange for surrender of existing shares, exempt under Section 4(a)(2) of the Securities Act. This is a classic dilutive equity issuance involving preferred stock restructuring, material to investors' assessment of capital structure and ownership dilution.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:08:50.635683+00:00","company_name":"SONIDA SENIOR LIVING, INC.","ticker":"SNDA","filing_date":"2026-08-10"},{"id":27952,"accession_number":"0001193125-26-342676","item_number":"3.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"This disclosure describes technical amendments to the Company's certificate of designation relating to Series A and Series B Preferred Stock—specifically the filing of Certificates of Correction to nullify prior amendments, designation of Series B Preferred Stock, and elimination of both series. These are routine corporate governance and capital structure filings with the Delaware Secretary of State that do not substantively alter security holder rights or create new material obligations; the Series B shares were immediately converted and eliminated, leaving no outstanding preferred stock. While Item 3.03 is technically triggered, the event is administrative rather than material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:08:50.635683+00:00","company_name":"SONIDA SENIOR LIVING, INC.","ticker":"SNDA","filing_date":"2026-08-10"},{"id":27953,"accession_number":"0001193125-26-342676","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"Item 5.03 discloses amendments to articles of incorporation or bylaws. The filing incorporates Item 3.03 by reference, but without access to that item's full text, the disclosure appears to be a routine governance matter. Bylaw and charter amendments are typically administrative unless they materially alter voting rights, board composition, or shareholder protections; the incorporation-by-reference structure suggests a procedural disclosure rather than a substantive governance change affecting investor interests.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-11T00:08:50.635683+00:00","company_name":"SONIDA SENIOR LIVING, INC.","ticker":"SNDA","filing_date":"2026-08-10"}]}