UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
| (Commission File Number) |
(IRS Employer Identification No.) | |
| (Address of principal executive offices) | (Zip Code) | |
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered | ||
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 10, 2025, the board of directors of Sonida Senior Living, Inc. (the “Company”) approved and adopted the Third Amendment to the Second Amended and Restated Bylaws of the Company (the “Third Amendment” and the Second Amended and Restated Bylaws of the Company, as amended prior to the Third Amendment, the “Bylaws”), which became effective immediately. The Third Amendment adds to the Bylaws the procedures regarding advance notice of stockholder nominations for the election of directors and other business to be brought before any meeting of stockholders of the Company that are currently contained in the Company’s Amended and Restated Certificate of Incorporation, as amended. The foregoing summary of the Third Amendment is qualified by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Third Amendment to Second Amended and Restated Bylaws of Sonida Senior Living, Inc. | |
| 104 | Cover Page Interactive Date File-formatted as Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SONIDA SENIOR LIVING INC. | ||||||
| Date: December 16, 2025 | ||||||
| By: | /s/TABITHA T. BAILEY | |||||
| Name: | Tabitha T. Bailey | |||||
| Title: | Senior Vice President and Chief Legal Officer | |||||