Sonida Senior Living Inc美股招股说明书(2026-08-24版)

Up to 18,710,689 Shares of Common Stock This prospectus supplement supplements and amends the prospectus dated August17, 2026 (the “Prospectus”), relating to the offer and resale,from time to time, by the selling securityholders named therein (the “Selling Stockholders”) of up to 18,710,689 shares of the common stock, par value$0.01 per share (the “common stock”), of Sonida Senior Living, Inc. (“Sonida” or the “Company”), consisting of (a) 17,679,439 shares of commonstock held by the Selling Stockholders and (b)up to 1,031,250 shares of common stock issuable upon the exercise, at an exercise price of $40.00 pershare, of warrants held by certain of the Selling Stockholders. This prospectus supplement is being filed solely to update the “Selling Stockholders” section of the Prospectus to reflect the distributionof shares of common stock previously issued to CPIF Sparti SAF, L.P. (“CPIF SAF”) to certain of its limited partners.No additional securitiesare being registered by this prospectus supplement. The shares covered hereby were previously registered for resale pursuant to the registrationstatement referenced herein. You should read this prospectus supplement, together with the related prospectus and the additional information described under the heading“Where You Can Find More Information; Incorporation of Certain Information by Reference,” carefully before you invest in any of our securities. Our common stock is listed on the New York Stock Exchange (“NYSE”) and trades under the ticker symbol “SNDA.” On August21, 2026, thelast reported sale price of our common stock on the NYSE was $39.56. Investing in our securities involves risks. You should carefully consider the risk factors beginning on page 2 of theProspectus and in Item 1A Risk Factors in the Company’s most recent Annual Report on Form 10-K and the otherfilings the Company makes with the Securities and Exchange Commission from time to time before you make aninvestment in our securities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVEDOR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus supplement is August 24, 2026. ABOUT THIS PROSPECTUS SUPPLEMENT The “Selling Stockholders” section in the Prospectus is modified by adding the information below with respect to certain persons not previouslylisted therein and also to update information for certain persons previously listed therein. SELLING STOCKHOLDERS The following information is provided as of August7, 2026 solely to update the “Selling Stockholders” section of the Prospectus to reflect thedistribution in kind by CPIF SAF of an aggregate of 1,182,595 shares of common stock to certain of its limited partners, as reflected in the table set forthbelow. With respect to only the Selling Stockholders listed in the table below, the information set forth in the table below supersedes and replaces theinformation regarding such Selling Stockholders in the Prospectus. Information regarding each of the Selling Stockholders listed in the table below isbased on information provided by each of them as of the date of this prospectus supplement. Information about the Selling Stockholders, including those listed below, may change over time. Since the date of the Prospectus, certain of theSelling Stockholders listed below have sold a portion of their shares of common stock registered thereunder and certain other Selling Stockholders mayalso have sold or otherwise transferred their shares of common stock registered thereunder. This prospectus supplement does not provide any updateswith respect to any Selling Stockholders not listed in the table below. (1)The information in this table and the related notes is based upon information supplied by the Selling Stockholders and publicly available SECfilings.(2)The percentages indicated are based on (i) 48,047,990 shares of our common stock issued and outstanding on August7, 2026,plus(ii) 1,031,250 shares of our common stock issuable in the aggregate upon exercise of warrants held by Conversant Dallas Parkway (A)LP (“Conversant FundA”) and Conversant Dallas Parkway (B)LP (“Conversant Fund B”).(3)Assumes that, other than the distribution described in this prospectus supplement, none of the shares of common stock offered hereby have been sold or otherwise transferred prior to the date of this prospectus supplement in transactions exempt from the registration requirements of theSecurities Act.(4)Assumes that, after the date of this prospectus supplement and prior to completion of this offering, the Selling Stockholders will not acquire additional shares of common stock or other securities.(5)Consists of (i) 6,857,823 shares of our common stock held by Conversant Fund A, (ii) 807,115 shares of our common stock held by Conversant Fund B, (iii) 1,032,216 shares of our common stock held by Conver