CNL Healthcare Properties Inc.

02/17/2026 | Press release | Distributed by Public on 02/17/2026 08:25

Updated Net Asset Valuation as of Nov. 5, 2025 and Regular Distributions (Form 8-K)

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 Authority (FINRA) in meeting customer account statement reporting obligations under FINRA Rule 2231.

The valuation committee of the Company's board of directors' , consisting solely of the Company's independent directors, and the board of directors (board) reviewed the terms and conditions of the transaction agreement and the KeyBanc Capital Markets written fairness opinion dated Nov. 4, 2025, delivered to the board and the special committee of the board. The board's valuation committee determined that the per share value for the Company's common stock was reasonable as of Nov. 4, 2025, and recommended the board approve $6.90 per share as the estimated NAV as of Nov. 4, 2025. The board unanimously approved $6.90 as the Company's adjusted estimated NAV per share of its common stock as of Nov. 4, 2025.1

Finally, the board has declared a prorated regular quarterly distribution of $0.02133 per share for the first quarter through March 16, 2026.2 This is based on the Company's current expectation that the pending Transaction will close in March 2026, though the closing date can change (or not happen at all). The distribution is expected to be paid on or about Feb. 18, 2026, to shareholders of record as of Feb. 13, 2026.

Thank you for being a valued shareholder. We look forward to your vote participation as we continue to diligently shepherd this important transaction to its conclusion. In the meantime, if you have questions regarding any of this information, please contact CNL Client Services, 866-650-0650, option 3, or your financial professional.

Sincerely,

Stephen H. Mauldin

Chief Executive Officer, President & Vice Chairman

cc: Financial Professionals

1

The estimated NAV per share is only an estimate based on a snapshot in time and does not represent a guarantee of the amount that shareholders will receive now or in the future for their 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.

2

Distributions are not guaranteed in frequency or amount. Distributions have been and may in the future be paid by borrowings, shareholder proceeds and income.

CNL Healthcare Properties Inc. published this content on February 17, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 17, 2026 at 14:26 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]