Sonida Senior Living Inc美股招股说明书(2026-05-18版)

Up to $250,000,000 of Common Stock This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of shares of our common stock, par value$0.01 per share, through RBC Capital Markets, LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc., Citizens JMP Securities, LLC, GoldmanSachs & Co. LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, R. Seelaus & Co., LLC and Wells Fargo Securities,LLC (each, a “Sales Agent” and collectively, the “Sales Agents”), in accordance with an equity distribution agreement (the “Distribution Agreement”) among us,the Sales Agents and the Forward Purchasers (as defined below). In accordance with the terms of the Distribution Agreement, we may offer and sell up to$250,000,000 of shares of our common stock from time to time in transactions through or with the Sales Agents and Forward Sellers (as defined below) orpursuant to a terms agreement or forward sale agreement related thereto. The Distribution Agreement provides that, in addition to the issuance and sale of the shares of our common stock by us through the Sales Agents, we mayalso enter into one or more forward sale agreements under separate master forward sale agreements and related supplemental confirmations with one or more ofRoyal Bank of Canada, Bank of Montreal, Citibank, N.A., Citizens JMP Securities, LLC, Goldman Sachs & Co. LLC, JPMorgan Chase Bank, NationalAssociation, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC and Wells Fargo Bank, National Association (in such capacity, each, a “ForwardPurchaser” and collectively, the “Forward Purchasers”). In connection with any forward sale agreement, the relevant Forward Purchaser will, at our request, usecommercially reasonable efforts to borrow from third parties and the relevant Sales Agent, acting as sales agent for such Forward Purchaser (each Sales Agent,in such capacity, a “Forward Seller” and collectively, the “Forward Sellers”), will use commercially reasonable efforts, consistent with its normal trading andsales practices, to sell a number of shares of our common stock equal to the number of shares of our common stock underlying the particular forward saleagreement. In no event will the aggregate number of shares of our common stock sold through the Sales Agents or Forward Sellers (or directly to the SalesAgents, acting as principals) under the Distribution Agreement, under any terms agreement and under any forward sale agreement have an aggregate gross salesprice in excess of $250,000,000. Unless otherwise expressly stated or the context otherwise requires, references herein to the “related” or “relevant” ForwardPurchaser mean, with respect to any Sales Agent, the affiliate of such Sales Agent that is acting as Forward Purchaser or, if applicable, such Sales Agent actingin its capacity as Forward Purchaser. Sales of the shares, if any, as contemplated by this prospectus supplement and accompanying prospectus, made through the Sales Agents, acting as oursales agents, or the Forward Sellers, acting as agents for the applicable Forward Purchaser, may be made in any method permitted by law deemed to be an “atthe market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, salesmade directly on the New York Stock Exchange (the “NYSE”), on any other existing trading market for our common stock or to or through a market maker(which may include ordinary brokers’ transactions) or as otherwise agreed by us and the Sales Agents, at market prices prevailing at the time of sale or at pricesrelated to prevailing market prices. With our prior consent, the Sales Agents may also sell shares of our common stock in negotiated transactions, includingblock transactions. Furthermore, under the terms of the Distribution Agreement, we may also sell shares of our common stock to one or more of the Sales Agentsas principal for its own account at a price agreed upon at the time of sale. If we sell shares to one or more of the Sales Agents as principal, we will enter into aseparate terms agreement setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplement or pricingsupplement. None of the Sales Agents, acting as our sales agents, or Forward Sellers, acting as agents for the applicable Forward Purchaser, is required to sell anyspecific number or dollar amount of shares of our common stock, but each Table of Contents has agreed to use its commercially reasonable efforts, as our sales agents or as agents for the applicable Forward Purchaser, as applicable, consistent with itsnormal trading and sales practices and on the terms and subject to the conditions of the Distribution Agreement, to sell the shares offered as instructed by us andin the case of sales in connection with a forward sale agreement, as agreed by the relevant Forward Seller and Forw