Sonida Senior Living (SNDA): what its 10-K says it depends on

Customers

Private pay residents

earns from · Approximately 92.3% of our total resident revenuesnamed as a risk

Approximately 92.3% of our total resident revenues from communities that we operated were attributable to private pay sources and approximately 7.7% of our resident revenues from these communities were attributable to reimbursements from Medicaid, in each case, during fiscal year 2025.Risk factors (Item 1A)

CHP single triple-net tenant

concentrated in · 13 communitiesnamed as a risk

This risk is concentrated as we lease 13 communities to a single tenant.Risk factors (Item 1A)

Partners and platforms

CHP third-party property managers

depends on · 54 communitiesnamed as a risk

Income from our managed communities, therefore, will be dependent on the ability of our third-party managers to successfully manage those communities.Risk factors (Item 1A)

Mizuho Securities USA LLC

667,502 shares

During 2024, we completed the 2024 Private Placement pursuant to which we issued and sold an aggregate of 5,026,318 Shares of our common stock to certain of our largest stockholders, including the Conversant Investors, at a price of $9.50 per share; we issued and sold an aggregate of 667,502 shares of our common stock pursuant to our At-the-Market Sales Agreement with Mizuho Securities USA LLC; and we issued and sold 4,830,317 shares of our common stock in an underwritten public offering at a public offering price of $27.00 per share.Risk factors (Item 1A)

Other companies

CNL Healthcare Properties, Inc. (CHP)

69 high-quality senior housing communitiesnamed as a risk

In 2025, we acquired 3 new communities, and on March 11, 2026, we completed the previously announced acquisition of CNL Healthcare Properties, Inc., a public non-traded real estate investment trust which owns a national portfolio of 69 high-quality senior housing communities.Risk factors (Item 1A)

Bridge Facility

depends on · $270.0 millionnamed as a risk

On or before maturity, we will need to refinance our outstanding indebtedness, including the Bridge Facility, which matures on March 9, 2027.Risk factors (Item 1A)

Conversant Capital LLC

approximately 39 percent of the voting powernamed as a risk

As of the date hereof, affiliates of Conversant Capital LLC (the "Conversant Investors") and Silk Partners LP collectively owned approximately 39 percent of the voting power of the Company’s issued and outstanding securities.Risk factors (Item 1A)

Silk Partners LP

approximately 39 percent of the voting powernamed as a risk

As of the date hereof, affiliates of Conversant Capital LLC (the "Conversant Investors") and Silk Partners LP collectively owned approximately 39 percent of the voting power of the Company’s issued and outstanding securities.Risk factors (Item 1A)

Places

Texas

concentrated in · approximately 22%named as a risk

We have a high concentration of communities in various geographic areas, including the states of Texas, Indiana, Ohio and Florida, which we estimate represented approximately 22%, 13%, 18%, and 10%, respectively, of our resident revenues for the year ended December 31, 2025.Risk factors (Item 1A)

Also named by ABR, AFRM, ALLY, AN, ASO, ASTS, ATO, AXP and 70 more

Florida

concentrated in · 10%named as a risk

We have a high concentration of communities in various geographic areas, including the states of Texas, Indiana, Ohio and Florida, which we estimate represented approximately 22%, 13%, 18%, and 10%, respectively, of our resident revenues for the year ended December 31, 2025.Risk factors (Item 1A)

Also named by ABR, ALLY, AN, AXP, AZO, BBY, BJ, BRO and 54 more

Ohio

concentrated in · 18%named as a risk

We have a high concentration of communities in various geographic areas, including the states of Texas, Indiana, Ohio and Florida, which we estimate represented approximately 22%, 13%, 18%, and 10%, respectively, of our resident revenues for the year ended December 31, 2025.Risk factors (Item 1A)

Also named by AM, AR, BBSI, CINF, DRVN, ELV, FE, INTC and 6 more

Indiana

concentrated in · 13%named as a risk

We have a high concentration of communities in various geographic areas, including the states of Texas, Indiana, Ohio and Florida, which we estimate represented approximately 22%, 13%, 18%, and 10%, respectively, of our resident revenues for the year ended December 31, 2025.Risk factors (Item 1A)

Also named by ELV, KTOS, OHI

Hazards

Hurricanes

operates innamed as a risk

Given the location of our communities, we are particularly susceptible to revenue loss, cost increase, or damage caused by severe weather conditions, including winter storms or natural disasters such as hurricanes, wildfires, earthquakes, freeze events in warmer climates, or tornados.Risk factors (Item 1A)

Also named by AIG, AN, ASO, BAC, BBY, BJ, BPOP, BRO and 89 more

Commodities and inputs

Secured Overnight Financing Rate (SOFR)

exposed to its price · $306.4 millionnamed as a risk

As of December 31, 2025, we had approximately $306.4 million of long-term variable rate debt outstanding which is indexed to the Secured Overnight Financing Rate (“SOFR”), plus an applicable margin.Risk factors (Item 1A)

Also named by ABR, ADBE, AGM, AMG, ARCC, BCSF, BRO, CAT and 21 more

Labor

exposed to its price · approximately two-thirds of our total operating expensesnamed as a risk

Historically, labor costs have comprised of approximately two-thirds of our total operating expenses.Risk factors (Item 1A)

General and professional liability insurance

exposed to its pricenamed as a risk

A number of insurance carriers have stopped writing coverage to this market or reduced the level of coverage offered, and those remaining have increased premiums and deductibles substantially.Risk factors (Item 1A)

Laws and programs

Medicaid

earns from · approximately 7.7% of our resident revenuesnamed as a risk

For the year ended December 31, 2025, Medicaid reimbursements represented approximately 7.7% of our resident revenues from communities that we operated.Risk factors (Item 1A)

Also named by ABBV, ABT, ARE, ARWR, BAX, BMY, BSX, CHE and 39 more

Health Insurance Portability and Accountability Act (HIPAA)

subject tonamed as a risk

HIPAA is a complex set of regulations and many unanswered questions remain with respect to the manner in which HIPAA applies to businesses such as those operated by us.Risk factors (Item 1A)

Also named by ADI, BBY, BR, BWIN, CART, CTSH, DGX, IQV and 8 more

Affordable Care Act

subject tonamed as a risk

In addition to its impact on the delivery and payment for healthcare, the Affordable Care Act and the implementing regulations have resulted and may continue to result in increases to our costs to provide health care benefits to our employees.Risk factors (Item 1A)

Also named by ABBV, ABT, ADP, AFL, BBSI, BRO, BWIN, COR and 8 more

Americans with Disabilities Act

subject tonamed as a risk

Under the Americans with Disabilities Act of 1990, as amended, all places of public accommodation are required to meet federal requirements related to access and use by disabled persons.Risk factors (Item 1A)

Also named by AMT, CMG, DRI, ELS, HHH, HLT, LLYVA, LYV and 3 more

Certificate of Need laws

subject tonamed as a risk

To the extent that a Certification of Need or other similar approval is required for the acquisition or construction of new communities, the expansion of the number of licensed beds, services or existing communities, we could be adversely affected by our failure or inability to obtain that approval, changes in the standards applicable for that approval and possible delays and expenses associated with obtaining that approval.Risk factors (Item 1A)

Also named by CHE, WELL

Indiana Medicaid Waiver program

subject tonamed as a risk

For example, amendments to Indiana’s Medicaid Waiver program went into effect on July 1, 2024 that have resulted in significant waitlists for eligibility for both new program recipients and previous recipients with errors in the annual eligibility redetermination process, which has resulted in a reduction in our revenue from Medicaid reimbursements in Indiana.Risk factors (Item 1A)

Federal anti-kickback laws

subject tonamed as a risk

Violation of these laws can result in loss of licensure, civil and criminal penalties and exclusion of health care providers or suppliers from participation in the Medicaid program.Risk factors (Item 1A)