Form 8-K CNL Healthcare Propertie For: Mar 06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6, 2026

CNL Healthcare Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

450 South Orange Ave.

Orlando, Florida 32801

(Address of Principal Executive Offices; Zip Code)

Registrant’s telephone number, including area code: (407) 650-1000

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

On March 6, 2026, CNL Healthcare Properties, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) at its principal offices in Orlando, Florida. Of the 175,274,045 shares of the Company’s common stock that were issued and outstanding as of December 30, 2025, the record date, and entitled to vote at the Annual Meeting, a total of 94,135,019 shares (53.7%) were present in person or represented by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

At the Annual Meeting, the stockholders (i) approved the transactions (the “Transactions”) contemplated by and in accordance with the terms of the Agreement and Plan of Merger, dated as of November 4, 2025 (as amended from time to time, the “Merger Agreement”), by and among the Company, Sonida Senior Living, Inc. (“SNDA”), SSL Sparti LLC, a wholly owned subsidiary of SNDA (“Holdco”), SSL Sparti Property Holdings Inc., a wholly owned subsidiary of Holdco (f/k/a Sparti Merger Sub, Inc.), and CHP Merger Corp., a wholly owned subsidiary of the Company, (ii) elected all five (5) of the nominees, as listed below, to serve on the board of directors of the Company until the 2027 Annual Meeting of Stockholders and until their successors shall have been duly elected and qualify, or until the Transactions are consummated, and (iii) ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2025. As there were sufficient votes to approve the Transactions, the proposal to adjourn the Annual Meeting was not presented for a vote.

Under Maryland law, the vote necessary to approve the Transactions is the affirmative vote of the holders of shares of the Company’s common stock entitled to cast a majority of all votes entitled to be cast on the matter. Any abstentions or failures to vote, including broker non-votes, had the same effect as a vote against the approval of the transactions.

Under the Company’s Third Articles of Amendment and Restatement and bylaws, the vote necessary for the election of directors and the ratification of PricewaterhouseCoopers LLP is a majority of the votes cast at the meeting at which a quorum is present. Broker non-votes are not counted as votes cast, and accordingly, for the election of directors, broker non-votes had no effect on the results of the election. With respect to the vote on the proposal to ratify PricewaterhouseCoopers LLP, abstentions are not counted as votes cast, and accordingly, had no effect on the results of the vote to ratify PricewaterhouseCoopers LLP.

The voting results, as certified in the Final Report of the Inspectors of Election, are as follows:

No other business was transacted at the Annual Meeting.

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.