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 9, 2026

CNL Healthcare Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	000-54685	27-2876363
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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. ☐

Item 58.0701 ~~Submission~~Other ~~of Matters to a Vote of Security Holders.~~Events

On March 6 9, 2026, PricewaterhouseCoopers LLP completed its audit of the consolidated balance sheets of CNL Healthcare Properties, Inc. and its subsidiaries (the “Company”) ~~held~~as ~~its~~of ~~Annual~~December 31, ~~Meeting~~2025 ofand ~~Stockholders~~2024, (and the ~~“Annual~~related ~~Meeting”)~~consolidated atstatements ~~its~~of ~~principal~~operations, ~~offices~~of incomprehensive ~~Orlando~~income (loss), ~~Florida.~~of Ofstockholders’ ~~the~~equity ~~175,274,045~~and ~~shares~~ of ~~the~~cash ~~Company’s~~flows ~~common~~for ~~stock~~each ~~that~~of ~~were~~the ~~issued~~three ~~and~~years ~~outstanding~~in asthe ofperiod ended December 3031, 2025, including the ~~record~~related ~~date,~~notes (the “consolidated financial statements”) and ~~entitled~~issued toits ~~vote~~report, atdated ~~the~~March ~~Annual~~9, ~~Meeting~~2026, awith ~~total~~respect to the consolidated financial statements of ~~94,135,019 shares~~the ~~(53~~Company.~~7%)~~ ~~were~~The ~~present~~Company’s inconsolidated ~~person~~financial orstatements ~~represented~~and bythe ~~proxy~~related atconsent ~~the~~of ~~Annual~~PricewaterhouseCoopers ~~Meeting,~~LLP ~~constituting~~are ahereby ~~quorum~~filed ~~for~~as ~~the~~Exhibits ~~transaction~~99.1 ofand ~~business~~23.1 to this Current Report.

AtItem 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, Inc9.01 ~~(“SNDA”),~~Financial ~~SSL~~Statements ~~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. Exhibits

~~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~~(c) ~~the~~Not ~~same effect as a vote against the approval of the transactions~~applicable.

~~Under~~(d) 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 presentExhibits. 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:


23.1		Consent of PricewaterhouseCoopers LLP

99.1		Consolidated balance sheets of CNL Healthcare Properties, Inc. and its subsidiaries as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, dated March 9, 2026.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

I.Caution ~~The~~Concerning ~~vote~~Forward-Looking toStatements ~~approve the Transactions in accordance with the terms of the Merger Agreement, was:~~

For		Against		Abstain
90,380,525		1,006,023		2,748,471

Statements in this Current Report on Form 8-K that are not statements of historical fact, including statements about the purported value of the Company’s common stock, constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect management’s current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Company’s business and its performance, statements of future economic performance, and other future conditions and forecasts of future events and circumstances. Forward-looking statements are typically identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “pro forma,” “may,” “will,” “seeks,” “should” and “could,” and words and terms of similar substance in connection with discussions of future operating or financial performance, business strategy and portfolios, projected growth prospects, cash flows, costs and financing needs, legal proceedings, amount and timing of anticipated future distributions, estimated per share value of the Company’s common stock, and other matters. The Company’s forward-looking statements are not guarantees of future performance. While the Company’s management believes its forward-looking statements are reasonable, such statements are inherently susceptible to uncertainty and changes in circumstances. As with any projection or forecast, forward-looking statements are necessarily dependent on assumptions, data and/or methods that may be incorrect or imprecise and may not be realized. The Company’s forward-looking statements are based on management’s current expectations and a variety of risks, uncertainties and other factors, many of which are beyond the Company’s inability to control or accurately predict. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors.

~~II.~~For ~~The~~further ~~vote~~information toregarding ~~elect~~risks ~~five~~and ~~directors~~uncertainties ofassociated with the Company’s business, ~~for~~and aimportant ~~term~~factors ~~expiring~~that atcould cause the ~~2027~~Company’s ~~Annual~~actual ~~Meeting~~results to vary materially from those expressed or implied in its forward-looking statements, please refer to the factors listed and described under “Management’s Discussion and Analysis of ~~Stockholders~~Financial Condition and ~~until~~Results ~~his~~of ~~successor~~Operations” isand ~~duly~~the ~~elected~~“Risk Factors” sections of the Company’s documents filed from time to time with the Securities and ~~qualified~~Exchange Commission, orincluding, ~~until~~but not limited to, the ~~Transactions~~Company’s ~~are~~quarterly ~~consummated~~reports on Form 10-Q, ~~was~~and the Company’s annual report on Form 10-K, copies of which may be obtained from the Company’s website at http://www.cnlhealthcareproperties.com.

Director Nominees	For	Against	Withheld	Broker Non-Votes
James M. Seneff, Jr.	86,169,007	1,764,040	6,201,972	—
Stephen H. Mauldin	86,192,979	1,668,981	6,273,059	—
J. Chandler Martin	86,281,400	1,563,319	6,290,300	—
Michael P. Haggerty	86,358,989	1,480,666	6,295,364	—
J. Douglas Holladay	86,202,741	1,603,607	6,328,671	—

All written and oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by these cautionary statements. Forward-looking statements speak only as of the date on which they are made; the Company undertakes no obligation to, and expressly disclaims any obligation to, update or revise its forward-looking statements to reflect new information, changed assumptions, the occurrence of subsequent events, or changes to future operating results over time unless otherwise required by law.

III. The vote on the ratification of PricewaterhouseCoopers LLP, as the Company’s independent registered certified public accounting firm for the fiscal year ending December 31, 2025, was:

For		Against		Abstain
89,515,781		654,667		3,964,571

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.

Dated: March 6, 2026

CNL HEALTHCARE PROPERTIES, INC.

Dated: March 9, 2026

CNL HEALTHCARE PROPERTIES, INC.

a Maryland corporation

/s/ Ixchell C. Duarte

Ixchell C. Duarte

Chief Financial Officer and Treasurer

Filing Compare · CNL Healthcare Properties, Inc.