v3.26.1
Debt
 3 Months Ended
Mar. 31, 2026
Debt Disclosure [Abstract]  
Debt Debt
Long-term debt balances, including associated interest rates and maturities consists of the following (in thousands):
Weighted average
interest rate		March 31,
2026		December 31,
2025
Maturity DateMarch 31,
2026		December 31, 2025
Revolving credit facility20306.0%6.6%$270,000 $95,050 
Fixed rate mortgage notes payable
2026 to 2045
4.6%4.6%384,745 384,764 
Variable rate mortgage notes payable (1)
2026 to 2029
6.1%6.3%191,360 189,611 
Term loan facility
2029 to 2031
5.6%N/A550,000 — 
Bridge facility20276.5%N/A220,000 — 
Notes payable - consolidated VIE
2026 to 2027
6.4%6.6%19,933 21,690 
Notes payable - insurance
2026
5.6%5.6%598 2,004 
Total debt1,636,636 693,119 
Deferred loan costs, net14,279 3,378 
Total debt, net of deferred loan costs1,622,357 689,741 
Current portion of debt218,673 7,291 
Long-term debt, net$1,403,684 $682,450 
(1) See “Note 15–Fair Value Measurements” for interest rate cap agreements on variable rate mortgage notes payable.

The following schedule summarizes our debt payable as of March 31, 2026 (in thousands):
Principal payments due in:
2026$7,173 
2027246,130 
2028134,395 
2029683,562 
2030270,095 
Thereafter295,281 
Total debt, excluding deferred loan costs$1,636,636 

As of March 31, 2026, our fixed rate mortgage notes bore interest rates ranging from 3.0% to 6.3%. Our variable rate mortgage notes and revolving credit facility are based on SOFR plus an applicable margin. As of March 31, 2026, the one-month SOFR was 3.7% and the applicable margins ranged from 0.0% to 2.7%.
As of March 31, 2026, we had property and equipment with a net carrying value of $557.1 million that was secured by outstanding notes payable. In addition, as of March 31, 2026, we had property and equipment with a net carrying value of $1,625.7 million secured by the revolving credit facility, term loan facility and bridge facility.
As of March 31, 2026, we had a fixed rate mortgage note with a carrying value of $13.0 million associated with a property held for sale.
Debt Financing of the CHP Merger
In order to fund a portion of the cash consideration required for the CHP Merger, the Company obtained permanent debt financing of $930.0 million, with an accordion feature that allows Sonida to increase the facilities up to $1.25 billion. On December 29, 2025, the Company amended and restated its revolving credit facility and on March 5, 2026 increased the borrowing amount (collectively, the “A&R Credit Agreement”), which amendments were subject to and conditioned upon the consummation of the CHP Merger. The A&R Credit Agreement increased the available commitments under the revolving credit facility to $405.0 million, extended the maturity thereof to March 10, 2030, reduced the leverage-based pricing matrix to between SOFR plus 1.35% margin and SOFR plus 2.00% margin, expanded the participating lenders, and effected certain other change (the “Revolving Credit Facility”). In addition, the Company incurred $525.0 million in permanent term loans under the
A&R Credit Agreement in two equal tranches (the “Term Loan Facility”) to fund a portion of the cash consideration necessary for the CHP Merger. The Term Loan Facility is comprised of a three-year tranche that matures March 10, 2029 and a five-year tranche that matures March 10, 2031. The Term Loan Facility is subject to a leverage-based pricing matrix between SOFR plus 1.30% margin and SOFR plus 1.95% margin, and is otherwise subject to the same guarantees and security provisions, events of default, corporate covenants and borrowing base availability requirements of the Revolving Credit Facility. The Company entered into a SOFR-based interest rate cap (“IRC”) to reduce exposure to the variable interest rate fluctuations associated with the Term Loan Facility. The IRC has a total cost of $0.6 million, an aggregate notional amount of $262.5 million, a 36-month term and a cap rate of 4.50%. Upon consummation of the CHP Merger, the $150.0 million revolving credit facility was replaced with a new $405.0 million revolving credit facility under the A&R Credit Agreement.
On March 10, 2026, in order to fund the remaining portion of the cash consideration required for the CHP Merger, the Company incurred $270.0 million in loans under a 364-day senior secured bridge facility (the “Bridge Facility”). The Bridge Facility matures on March 9, 2027 and is subject to a leverage-based pricing matrix between SOFR plus 1.35% margin and SOFR plus 2.00% margin. No principal payments for the Bridge Facility are due until maturity. The Bridge Facility is subject to the same guarantees and security provisions, events of default, corporate covenants and borrowing base availability requirements as the A&R Credit Agreement. The Company entered into a SOFR-based IRC to reduce exposure to the variable interest rate fluctuations associated with the Bridge Facility. The IRC has a total cost of $35 thousand, an aggregate notional amount of $270.0 million, a 12-month term and a cap rate of 4.25%.
On March 30, 2026, the Company incurred an additional $25.0 million in permanent term loans under the Term Loan Facility, and on March 31, 2026, incurred an additional $25.0 million on the Revolving Credit Facility in order to repay $50.0 million of loans outstanding under the Bridge Facility. As a result of the transaction as of March 31, 2026, the Term Loan Facility increased to $550.0 million in term loans in two equal tranches, the Revolving Credit Facility increased to a commitment of $430.0 million, and the Bridge Facility decreased to $220.0 million. The transaction did not impact the leverage-based pricing matrix or maturity on the three facilities. See “Note 18–Subsequent Events” for further updates.
Senior Secured Revolving Credit Facility
As of March 31, 2026, $270.0 million of borrowings were outstanding under the Revolving Credit Facility at a weighted average interest rate of 6.0%, which was secured by 83 of the Company’s senior living communities. During the three months ended March 31, 2026, the Company borrowed $282.5 million under both of its revolving credit facilities and repaid $107.6 million of borrowings. As the borrowing capacity increased in connection with the refinancing of the revolving credit facility, fees on the refinancing and remaining unamortized fees on the former credit facility are deferred and amortized over the remaining term of the Revolving Credit Facility with no gain or loss on debt modification or extinguishment recognized. The Company incurred $3.6 million of deferred loan costs related to its Revolving Credit Facility during the three months ended March 31, 2026. As of March 31, 2026, the Company had an additional borrowing capacity of up to $160.0 million under the Revolving Credit Facility. See “Note 18–Subsequent Events.”
2025 Ally Term Loan
On August 7, 2025, the Company entered into a senior secured term loan of $137.0 million (“2025 Ally Term Loan”) with Ally Bank (“Ally”) with a closing fee of 0.75%, or $1.0 million. The 2025 Ally Term Loan amended and restated the Company’s then-existing term loan with Ally, dated as of March 10, 2022, as amended. The amendment resulted in the removal of one lender from the loan commitment. Following this amendment, only one member remains under the facility. The 2025 Ally Term Loan allowed for an initial term loan advance on the closing date of $122.0 million secured by 19 communities, which included 18 communities under the then-existing Ally term loan agreement, as well as the Alpharetta community acquired in June 2025. Two additional draws of $7.5 million each will become available subject to achieving certain debt yields and debt service coverages ratios. The 2025 Ally Term Loan has a 36-month maturity date and a variable interest rate of one-month SOFR plus a 2.65% margin (subject to a performance-based stepdown to a 2.45% margin). As of March 31, 2026, the Company has $122.0 million outstanding under the 2025 Ally Term Loan, which has a maturity date of August 2028. The Company has the ability to request an increase in the term loan up to $40.0 million to finance additional properties subject to lender due diligence and review.
Notes Payable - Consolidated VIE
As of March 31, 2026, the Company had $19.9 million of mortgage debt outstanding related to the Palatine JV. The mortgages have a weighted average interest rate of 6.4% and terms ranging from 2026 through 2027. The Company has guaranteed $3.1 million of the Palatine JV mortgages. In addition, one of the affiliates in the Palatine JV entered into a SOFR-based interest rate cap (“IRC”) to reduce exposure to the variable interest rate fluctuations associated with one of the mortgages at a cost of $0.1 million.
Fannie Mae Loan Modification
In December 2024, the Company and certain of its subsidiaries entered into an amendment to its multifamily loan and security agreements with Federal National Mortgage Association (“Fannie Mae”). The amendment amended the terms of each of the loan agreements with Fannie Mae relating to 18 of the Company’s senior living communities and extended the maturity dates of each loan from December 1, 2026 to January 1, 2029 in exchange for $10.0 million of scheduled principal paydowns. The Company has made $4.0 million in principal payments as of March 31, 2026 and is scheduled to pay $3.0 million on each of November 2026 and November 2027 to Fannie Mae.
Notes Payable - Insurance
As of March 31, 2026, the Company had one finance agreement for certain insurance policies totaling $0.6 million, with weighted average fixed interest rate of 5.6%, and principal being repaid over a ten month term. 
Deferred Loan Costs
As of March 31, 2026 and December 31, 2025, the Company had gross deferred loan costs of $24.2 million and $12.5 million, respectively, related to notes payable. In the first quarter of 2026, the Company incurred an additional $11.7 million in gross deferred loan costs in relation to the debt financing of the CHP Merger and the related Term Loan Facility and Bridge Facility. Accumulated amortization was $9.9 million and $9.1 million as of March 31, 2026 and December 31, 2025, respectively.
Financial Covenants
Certain of the Company's debt agreements contain restrictions and financial covenants, which require the Company to maintain prescribed minimum liquidity, net worth, and shareholders' equity levels and debt service ratios, and require the Company not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. In addition, the Company's debt agreements generally contain non-financial covenants, such as those requiring the Company to comply with Medicaid provider requirements and maintain insurance coverage.
The Company's failure to comply with applicable covenants could constitute an event of default under the applicable debt agreements. Many of the Company's debt agreements contain cross-default provisions so that a default under one of these instruments could cause a default under other debt agreements (including with other lenders). Furthermore, the Company's mortgage debt is secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries.
As of March 31, 2026, the Company was in compliance with the financial covenants of its debt agreements.