Sonic Automotive (NYSE: SAH) sets 2026 performance-based executive bonuses

Rhea-AI Filing Summary

Sonic Automotive, Inc. approved a new performance-based cash bonus framework for key executives for the period from January 1, 2026 through December 31, 2026. The plan covers the Chairman and Chief Executive Officer, the President, and the Executive Vice President and Chief Financial Officer.

Bonus payouts will depend on two main factors: adjusted earnings per share and customer satisfaction, measured by the percentage of dealerships that meet or exceed manufacturer-defined targets. After the performance period ends, the Compensation Committee will review results and set final bonus amounts by March 15, 2027.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

0001043509FALSE00010435092026-02-112026-02-11

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): February 11, 2026

____________________________________

SONIC AUTOMOTIVE, INC.

(Exact name of registrant as specified in its charter)

 ____________________________________

Delaware

(State or other jurisdiction

of incorporation)

1-13395						56-2010790
(Commission File Number)						(IRS Employer Identification No.)

4401 Colwick Road

Charlotte,

North Carolina

28211

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (704) 566-2400

Not Applicable

(Former name or former address, if changed since last report.)

 ____________________________________ 

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
Class A Common Stock, par value $0.01 per share			SAH			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company 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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 11, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Sonic Automotive, Inc. (the "Company") established the parameters for determining performance-based cash bonuses for the performance period of January 1, 2026 through December 31, 2026 (the “Performance Period”) for the following executive officers of the Company (the “Executive Officers”): Mr. David Bruton Smith, Chairman and Chief Executive Officer; Mr. Jeff Dyke, President; and, Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer. The Compensation Committee established performance requirements consisting of achievement levels related to (1) adjusted earnings per share goals and (2) customer satisfaction performance goals based on the percentage of the Company’s dealerships that meet or exceed specified objectives, as reported by the respective manufacturers for such brands. Following the completion of the Performance Period, the Compensation Committee will evaluate the Company’s achievement of the pre-established performance goals and will determine actual bonus amounts to be paid to the Executive Officers by no later than March 15, 2027.

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.

 

			SONIC AUTOMOTIVE, INC.
February 13, 2026			By:			/s/ STEPHEN K. COSS
						Stephen K. Coss
						Senior Vice President and General Counsel

FAQ

What executive bonus plan did Sonic Automotive (SAH) set for 2026?

Sonic Automotive approved a performance-based cash bonus plan for 2026 covering its CEO, President, and CFO. Bonuses will depend on adjusted earnings per share and customer satisfaction levels at dealerships, with final payout decisions made by the Compensation Committee after the period ends.

Which Sonic Automotive (SAH) executives are included in the 2026 bonus plan?

The 2026 performance-based bonus plan covers three Sonic Automotive executive officers: Chairman and Chief Executive Officer David Bruton Smith, President Jeff Dyke, and Executive Vice President and Chief Financial Officer Heath R. Byrd. Their cash bonuses will be determined using common performance criteria for the 2026 period.

What performance metrics determine Sonic Automotive (SAH) 2026 executive bonuses?

The 2026 executive cash bonuses at Sonic Automotive are tied to adjusted earnings per share and customer satisfaction performance. Customer satisfaction is measured by the percentage of dealerships meeting or exceeding objectives reported by each vehicle manufacturer, creating both financial and service quality targets for management.

What is the performance period for Sonic Automotive (SAH) 2026 executive bonuses?

The performance period for Sonic Automotive’s 2026 executive bonus plan runs from January 1, 2026 through December 31, 2026. Results during this time frame will be used to assess achievement of adjusted earnings per share and customer satisfaction goals for bonus determinations.

When will Sonic Automotive (SAH) determine 2026 executive bonus payouts?

After the 2026 performance period ends, Sonic Automotive’s Compensation Committee will review achievement of pre-set goals and decide actual bonus amounts. The committee plans to make these determinations and approve payouts to the covered executives no later than March 15, 2027.

How does Sonic Automotive (SAH) measure customer satisfaction for executive bonuses?

Customer satisfaction is measured by the percentage of Sonic Automotive dealerships that meet or exceed specific objectives. These objectives are reported by the respective vehicle manufacturers for each brand, so bonus outcomes depend on how many stores achieve those manufacturer-defined satisfaction targets.

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