0001043000 2026-08-17 2026-08-17 0001043000 1 2026-08-17 2026-08-17 0001043000 2 2026-08-17 2026-08-17 0001043000 1 2026-08-17 2026-08-17 0001043000 2 2026-08-17 2026-08-17 0001043000 3 2026-08-17 2026-08-17 0001043000 4 2026-08-17 2026-08-17 iso4217:USD pure shares S-3 POSASR EX-FILING FEES 333-296712 0001043000 SONIDA SENIOR LIVING, INC. N/A true true false false S-3 SONIDA SENIOR LIVING, INC. false Equity Common Stock, par value $0.01 per share true 1601505 40.24 64444561.20 0.0001381 8899.79 true Equity Common Stock, par value $0.01 per share true 17109184 33.62 575210766.08 79436.61 639655327.28 88336.40 45619.93 33816.68 8899.79 (1) Represents shares of common stock registered for resale by certain of the selling stockholders named in this registration statement, which were acquired upon the conversion by such selling stockholders of all of the then-outstanding shares of our Series B Convertible Preferred Stock, par value $0.01 per share, into shares of our common stock on August 10, 2026. (3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low prices per share of the registrant's common stock as reported on the New York Stock Exchange on August 10, 2026, which date is within five business days prior to the filing of this registration statement. (2) Of the 18,710,689 shares of common stock covered by the base prospectus included in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3ASR (this "Post-Effective Amendment No. 1"), 17,109,184 shares of common stock were previously registered pursuant to the Registration Statement on Form S-3ASR filed with the U.S. Securities and Exchange Commission (the "SEC") on June 11, 2026 (the "Original Registration Statement"), and an additional 1,601,505 shares are being registered by this Post-Effective Amendment No. 1. A filing fee of $79,436.61 was paid in connection with the registration of the 17,109,184 shares of common stock previously registered pursuant to the Original Registration Statement (computed based upon a proposed maximum offering price per share of $33.62, which represented the average of the high and low prices per share of the registrant's common stock on June 4, 2026 (such date being within five business days prior to the date that the Original Registration Statement was filed with the SEC), as reported on the New York Stock Exchange, and a fee rate of 0.00013810). true Sonida Senior Living, Inc. S-3 333-273716 2023-08-04 5958.58 Equity Common Stock, par value $0.01 per sharec 5434231 true Sonida Senior Living, Inc. S-3 333-282375 2024-09-27 27858.10 Equity Common Stock, par value $0.01 per share 7126318 true Sonida Senior Living, Inc. S-3 333-273716 2023-08-04 7611.74 true Sonida Senior Living, Inc. S-3 333-282375 2024-09-27 27858.10 (1) The registrant previously filed a Registration Statement on Form S-3 (File No. 333-273716) (the "2023 Prior Registration Statement") and paid a registration fee relating to the offer and sale of 5,434,231 shares of common stock, consisting of (a) 1,650,000 shares of common stock to certain of the selling stockholders in a private placement transaction, (b) 1,031,250 warrants to purchase one share of common stock per warrant to certain of the selling stockholders (pursuant to which 1,031,250 shares of common stock are issuable upon exercise), (c) 1,335,481 shares of common stock to certain of the selling stockholders in the Company's rights offering, of which 1,160,806 shares were purchased by certain of the selling stockholders in the backstop of the rights offering and 174,675 shares were received as a backstop fee and (d) up to 1,417,500 shares of common stock that certain of the selling stockholders subscribed for the purchase of pursuant to an equity commitment agreement. As of the date of this registration statement, all 5,434,231 shares of common stock remain unsold under the 2023 Prior Registration Statement. The 2023 Prior Registration Statement was deemed terminated as of June 11, 2026. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $5,958.58 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the 2023 Prior Registration Statement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. Pursuant to Rule 457(p), the registrant is offsetting $5,958.58 of the fees associated with this registration statement from the filing fee previously paid in connection with the 2023 Prior Registration Statement. (2) The registrant previously filed a Registration Statement on Form S-3 (File No. 333-282375) (the "2024 Prior Registration Statement") and paid a registration fee relating to the offer and sale of 7,126,318 shares of common stock, consisting of (a) 5,026,318 shares of common stock issued to certain of the selling stockholders in a private placement transaction that occurred in two closings on February 1, 2024 and March 22, 2024 and (b) 2,100,000 shares acquired by certain of the selling stockholders in an underwritten public offering that closed on August 19, 2024. As of the date of this registration statement, all 7,126,318 shares of common stock remain unsold under the 2024 Prior Registration Statement. The 2024 Prior Registration Statement was deemed terminated as of June 11, 2026. Pursuant to Rule 457(p) under the Securities Act, the registration fee of $27,858.10 that has already been paid and remains unused with respect to securities that were previously registered pursuant to the 2024 Prior Registration Statement and were not sold thereunder may be applied to the filing fees payable pursuant to this registration statement. Pursuant to Rule 457(p), the registrant is offsetting $27,858.10 of the fees associated with this registration statement from the filing fee previously paid in connection with the 2024 Prior Registration Statement.