Sonida Senior Living Inc 2024年度报告

Form10-K (Mark One) xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year endedDecember 31, 2024or ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period fromtoCommission file number:1-13445 Sonida Senior Living, Inc. (Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(972)770-5600______________________________________________________________________________________ Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.Yes¨Nox Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act.Yes¨Nox Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes x No¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-Tduring the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yesx No¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. LargeacceleratedfilerNon-accelerated filer 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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x If the securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes¨No xThe aggregate market value of the 5,994,034 shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), held by non-affiliates (defined to exclude all of the Registrant’s executive officers, directors, and certain significant stockholders) on the last business day of the Registrant’s most recently completedsecond quarter, based upon the closing price of the Registrant’s Common Stock as reported by the New York Stock Exchange on such date was approximately $164.8million. As of March13, 2025, the Registrant had18,915,938shares of Common Stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive proxy statement pertaining to its 2025 Annual Meeting of Stockholders and filed or to be filed not later than 120 days after the endof the fiscal year pursuant to Regulation 14A are incorporated herein by reference into Part III of this report. Table of Contents SONIDA SENIOR LIVING, INC.TABLE OF CONTENTS PART I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem 1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures PART II Item5.Market for Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases ofEquity Securities33Item6.[Reserved]34Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item7A.Quantitative and Qualitative Disclosures About Market Risk43Item8.Financial Statements and Supplementary Data44Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure44Item9A.Controls and Procedures44Item9B.Other Information47Item9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections47 Item10.Directors, Executive Officers and Corporate Governance48Item11.Executive Compensation48Item12.Security Ownership of Certain Beneficial Owners and Manageme