CNL Healthcare Properties, Inc.

CNL Healthcare Properties, Inc.: Shareholders Approve Acquisition by Sonida Senior Living, Inc.

This summary provides a clear overview of a significant development for CNL Healthcare Properties, Inc., designed specifically for retail investors.

1. What Happened? (The Core Event)

CNL Healthcare Properties, Inc. shareholders have officially approved the company's acquisition by Sonida Senior Living, Inc. (SNDA). This approval is a critical step toward CNL Healthcare Properties becoming part of Sonida Senior Living.

2. When Did It Happen? (Key Dates)

Shareholders voted to approve the merger on March 6, 2026. This decision follows the "Agreement and Plan of Merger" initially signed on November 4, 2025.

3. Why Did It Happen? (Strategic Rationale and Value Creation)

This merger is a strategic move to enhance shareholder value and build a stronger, more diversified entity in the senior living sector.

• For CNL Healthcare Properties Shareholders: For shareholders of CNL Healthcare Properties, a non-traded real estate investment trust, this acquisition offers a clear path to liquidity and value realization, providing a defined exit strategy and a premium for their investment.
• For Sonida Senior Living (SNDA): Sonida expects this acquisition to significantly expand its portfolio, increasing its scale and market presence. It aims to drive operational efficiencies, enhance revenue streams, and strengthen Sonida's position as a leading provider in the senior housing industry. The combination should create synergies through shared resources, optimized management, and a broader geographic footprint, ultimately benefiting Sonida's long-term growth strategy.

4. Why Does This Matter? (Impact and Implications)

This is a transformative event: CNL Healthcare Properties, Inc. will no longer operate as an independent company. Sonida Senior Living will integrate its portfolio of healthcare properties and operations. For investors, this fundamentally changes the nature of your investment.

5. Who Is Affected? (Key Stakeholders)

• Investors/Shareholders: Your investment in CNL Healthcare Properties will convert according to the merger terms. You will no longer hold shares in an independent CNL Healthcare Properties.
• Employees: Corporate and community-level employees of CNL Healthcare Properties will move to Sonida Senior Living, potentially leading to new organizational structures and opportunities.
• Residents/Customers: Sonida Senior Living will now ultimately own and manage the senior communities previously owned by CNL Healthcare Properties. The goal is a seamless transition with continued high-quality care.
• The Companies: Sonida will absorb CNL Healthcare Properties, ending its standalone operations. Sonida Senior Living will grow substantially, integrating new assets and operations.

6. What Happens Next? (The Path Forward)

• Closing the Deal: With shareholder approval secured, both companies will now focus on satisfying remaining customary closing conditions, such as regulatory approvals. The merger is expected to close in the second quarter of 2026.
• Integration: After the official closing, Sonida Senior Living will begin the extensive process of integrating CNL Healthcare Properties' assets, operations, and personnel.
• Delisting: Upon merger completion, CNL Healthcare Properties' shares will cease public trading and independent valuation.

7. What Should Investors Know? (Your Actionable Takeaways)

Here's what's most important for you as an investor:

• Merger Terms Confirmed: Under the merger agreement, CNL Healthcare Properties shareholders will receive $10.00 per share in cash and 0.25 shares of Sonida Senior Living (SNDA) common stock for each CNL Healthcare Properties share they own. The total transaction value is approximately $850 million, including assumed debt.
• Your Investment Transforms: Your CNL Healthcare Properties shares will exchange for this combination of cash and Sonida Senior Living stock. You will become a shareholder in Sonida Senior Living, a publicly traded company.
• Potential Risks: Although shareholders approved the merger, it still faces customary closing conditions and potential integration challenges. Investors should be aware of risks associated with integrating two large entities, including potential operational disruptions or unforeseen costs. The value of the stock consideration will fluctuate with Sonida Senior Living's share price.
• Monitor Communications: The company will provide further communications regarding the exact closing date, the process for exchanging your shares, and any tax implications. Review these official notices carefully.
• Consider Your Portfolio: Depending on your financial goals and risk tolerance, consider consulting a financial advisor to understand how this change impacts your portfolio.