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Current Report · Items 7.01, 8.01, 9.01 · 8-K

CNL Healthcare Properties, Inc.

Regulation FD Disclosure · Other Events

Item 7.01 Regulation FD Disclosure Net Asset Value Per Share Communication On or around February 17, 2026, CNL Healthcare Properties, Inc. (the “Company”) will send a letter to its stockholders notifying them of an updated net asset value per share of the Company as of November 4, 2025 and related matters and will e-mail financial professionals correspondence notifying them of the same matters.…

Filed Feb 17, 2026Accepted Feb 17, 2026, 4:25 AM ESTCIK 1496454Accession 0001193125-26-053340
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Company context

Historical securities (1)

Recent company filings

  1. 4 filingMar 11, 2026
  2. 15-12G filingMar 11, 2026
  3. S-3DPOS filingMar 11, 2026
  4. Other EventsMar 9, 2026
  5. Submission of Matters to a Vote of Security HoldersMar 6, 2026

Disclosure sections

Items 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure Net Asset Value Per Share Communication On or around February 17, 2026, CNL Healthcare Properties, Inc. (the “Company”) will send a letter to its stockholders notifying them of an updated net asset value per share of the Company as of November 4, 2025 and related matters and will e-mail financial professionals correspondence notifying them of the same matters. A copy of the letter is filed as Exhibit 99.1 and a copy of the e-mail correspondence is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference solely for the purposes of this Item 7.01 disclosure. Merger-Related Communications Also on or around February 17, 2026, the Company will distribute communications and a list of frequently asked questions to its stockholders, and communications and a list of frequently asked questions to financial professionals, in each case relating to certain operational and tax considerations relating to the Transaction (as defined below) and thereto, which are filed as exhibits 99.3, 99.4, 99.5 and 99.6 hereto and are incorporated herein by reference solely for the purposes of this Item 7.01 disclosure. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”), the information contained in this Item 7.01 disclosure, including Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6 and the information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall any of such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. By furnishing the information contained in this Item 7.01 disclosure, including Exhibits 99.1, 99.2, 99.3, 99.4, 99.5 and 99.6, the Company makes no admission as to the materiality of such information.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. Estimated Net Asset Value per Share as of November 4, 2025 As previously reported in its Current Report on Form 8-K filed with the SEC on November 5, 2025, the Company entered into an Agreement and Plan of Merger dated November 4, 2025 (the “Merger Agreement”) with Sonida Senior Living, Inc. a Delaware corporation (“Sonida”), CHP Merger Corp., a Maryland corporation and wholly-owned subsidiary of the Company, SSL Sparti LLC, a Delaware limited liability company and direct wholly-owned subsidiary of Sonida, and Sparti Merger Sub, Inc., a Maryland corporation and indirect wholly-owned subsidiary of Sonida, pursuant to which Merger Agreement, the Company will be acquired by Sonida as its ultimate liquidity event (the “Transaction”). The Merger Agreement provides, among other things, and subject to the terms and conditions set forth therein and in accordance with applicable law, for the acquisition of the Company by Sonida for a combination of Sonida common stock and cash with an aggregate value of $6.90 (subject to certain adjustments) per share of common stock, $0.01 par value per share, of the Company. Considering the pending Transaction, the Board has determined it is in the best interests of the Company to calculate and announce an updated estimated NAV as of Merger Agreement date, November 4, 2025. On February 11, 2026, after giving effect to the Merger Agreement and pending Transaction, the Board of Directors of the Company (the “Board”) unanimously approved $6.90 as the Company’s adjusted estimated net asset value per share (the “2025 NAV”) as of November 4, 2025 (the “Valuation Date”). The 2025 NAV takes into account the consideration to be paid to the Company stockholders under the Merger Agreement when the Transaction consummates. The Company prepares and announces an estimated net asset value per share of its common stock and provides such information to its stockholders and to members of the Financial Industry Regulatory Authority (“FINRA”) and their associated persons who participated in the Company’s public offerings to assist them in meeting their customer account statement reporting obligations under FINRA Rule 2231. To assist the Board and the Company’s valuation committee, which is comprised solely of the Company’s independent directors (the “Valuation Committee”), in establishing a new estimated NAV per share of the Company’s common stock as of November 4, 2025 (the “Valuation Date”), the Board and the Valuation Committee reviewed the terms and conditions of the Merger Agreement and the written opinion delivered to the Board and the Special Committee of the Board from their third-party independent financial advisor, KeyBanc Capital Markets, dated November 4, 2025 (the “Fairness Opinion”), which opinion noted, among other things and subject to certain assumptions and qualifications set forth in the written opinion, that the consideration to be received in the Transaction by the holders of Company common stock (other than restricted shares of the Company’s advisor which will be forfeited) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. Upon due consideration, on February 11, 2026, the Valuation Committee determined that the per share value for the Company’s common stock was reasonable as of the Valuation Date and recommended the Board approve $6.90 per share as the estimated NAV as of the Valuation Date. Thereafter, also on February 11, 2026, the Board accepted the recommendation of the Valuation Committee and unanimously approved $6.90 per share as the Company’s estimated NAV as of the Valuation Date. The 2025 NAV represents a snapshot in time as of the Valuation Date and does not represent a guarantee of the amount that a stockholder will receive now or in the future for his or her shares of the Company’s common stock. If the Merger Agreement were to be terminated pursuant to its terms and the Transaction were to not occur, the Company anticipates it would engage an independent third-party valuation firm and undertake a fulsome estimated net asset valuation process and determine whether the 2025 NAV no longer properly represents the Company’s adjusted estimated net asset value per share. The Transaction is subject to certain customary conditions, including the receipt of certain approval of the Company’s stockholders and the Sonida stockholders, and consummation of the Transaction is subject to certain risks. Please see the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2025 for a complete discussion of the Merger Agreement and pending Transaction, including conditions that have to be met for the Merger Transaction to be consummated. Additionally, please see the Company’s Proxy Statement filed with the SEC on January 6, 2026 for additional information regarding the Merger Agreement, pending Transaction, the Fairness Opinion and risks related to the Transaction, among other things. Regular Distribution The Company currently anticipates consummating the pending Merger Transaction in March 2026, though the closing date can change (or not happen at all) based on a variety of closing conditions more particularly set forth in the Merger Agreement. Accordingly, on February 11, 2026, the Board approved the declaration of a prorated regular quarterly distribution for the first quarter through March 16, 2026 in an amount of $0.02133 per share, to be paid on or about February 18, 2026 to holders of the Company’s common stock as of the close of business on February13, 2026.
Filed exhibits (2)
EX-99.1 (by filename) d93400dex991.htm

EX-99.1 2 d93400dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Re: Updated Net Asset Valuation as of Nov. 5, 2025 and Regular Distributions Feb. 17, 2026 Dear Fellow Shareholder, I am writing to inform you of an updated estimated net asset value (NAV) per share1 for the Company’s common stock as of Nov. 4, 2025. As you will recall, on Nov. 4, 2025, the Company signed a definitive transaction agreement with Sonida Senior Living, Inc. (Sonida or NYSE: SNDA), pursuant to which the Company will be acquired by Sonida (the Transaction). This proposed Transaction will provide the opportunity for full and real-time liquidity for the Company’s shareholders upon closing, assuming the Company receives approval from a majority of shareholders entitled to vote and the other closing conditions in the agreement are met. Under the terms of the transaction agreement, Sonida will acquire all the Company’s common stock for an aggregate estimated transaction consideration of $6.90 per common share, subject to certain adjustments. Considering the pending Transaction, the Company has prepared an updated estimated NAV per share as of Nov. 4, 2025, to assist members of the Financial Industry Regulatory…

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EX-99.2 (by filename) d93400dex992.htm

EX-99.2 3 d93400dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 FA Email Subject: CNL Healthcare Properties Announces Updated Estimated NAV Results & Regular Distribution Feb. 17, 2026 FOR BROKER-DEALER AND RIA USE ONLY. Dear Financial Professional, CNL Healthcare Properties (the Company) filed a Form 8-K on Feb. 17, 2026, to announce an updated estimated net asset value (NAV) per share of $6.90 for its common stock as of Nov. 4, 2025. 1 Updated Estimated NAV On Nov. 4, 2025, the Company signed a definitive transaction agreement with Sonida Senior Living, Inc. (Sonida or NYSE:SNDA), pursuant to which the Company will be acquired by Sonida (the Transaction). This proposed Transaction will provide the opportunity for full and real-time liquidity for the Company’s shareholders upon closing, assuming the Company receives approval from a majority of shareholders entitled to vote and the other closing conditions in the agreement are met. Under the terms of the transaction agreement, Sonida will acquire all the Company’s common stock for an aggregate estimated transaction consideration of $6.90 per common share, subject to certain adjustments. Considering the pending Trans…

Open exhibit ↗