STOCK TITAN

CFO at Sonic Automotive (NYSE: SAH) settles 5,872 RSUs in cash

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sonic Automotive EVP and CFO Heath Byrd reported performance-based equity activity involving the company’s Class A Common Stock. On March 31, 2026, 5,872 performance-based restricted stock units vested and were settled in cash, corresponding to 5,872 underlying shares.

Those 5,872 shares of Class A Common Stock were then disposed to Sonic Automotive at $68.57 per share, leaving Byrd with 148,539 directly held shares. An additional 12,129 shares are held indirectly by Bucknell Avenue, LLC, for which Byrd disclaims beneficial ownership except for his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Byrd Heath
Role EVP and CFO
Type Security Shares Price Value
Exercise Performance-Based Restricted Stock Units 5,872 $0.00 --
Exercise Class A Common Stock 5,872 $0.00 --
Disposition Class A Common Stock 5,872 $68.57 $403K
holding Class A Common Stock -- -- --
Holdings After Transaction: Performance-Based Restricted Stock Units — 17,615 shares (Direct); Class A Common Stock — 154,411 shares (Direct); Class A Common Stock — 12,129 shares (Indirect, by Bucknell Avenue, LLC)
Footnotes (1)
  1. On February 5, 2025, the reporting person was granted 23,487 performance-based restricted stock units that, if the performance criteria are met, vest in three annual installments, with twenty-five percent (25%) of the units vesting on March 31, 2026, thirty percent (30%) of the units vesting on February 5, 2027, and forty-five percent (45%) of the units vesting on February 5, 2028. On March 31, 2026, 5,872 performance-based restricted stock units vested and were settled in cash. The reporting person disclaims beneficial ownership of such shares of Sonic Automotive, Inc.'s Class A Common Stock, except to the extent of his pecuniary interest therein. Each performance-based restricted stock unit represents a contingent right to receive, upon the satisfaction of certain performance criteria, one share of Class A Common Stock, the equivalent cash value, or a combination of both, at the option and sole discretion of the Compensation Committee of the Board of Directors of Sonic Automotive, Inc.
RSUs granted 23,487 units Performance-based restricted stock units granted on February 5, 2025
RSUs vested 5,872 units Performance-based RSUs vested and settled in cash on March 31, 2026
Disposition price $68.57 per share Price for 5,872-share disposition to issuer on March 31, 2026
Direct holdings after 148,539 shares Class A Common Stock directly held by Heath Byrd after transactions
Indirect holdings 12,129 shares Class A Common Stock held by Bucknell Avenue, LLC
Initial RSU tranche 25% of 23,487 units First performance-based RSU vesting tranche on March 31, 2026
Performance-Based Restricted Stock Units financial
"the reporting person was granted 23,487 performance-based restricted stock units that, if the performance criteria are met"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
Class A Common Stock financial
"shares of Sonic Automotive, Inc.'s Class A Common Stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Compensation Committee financial
"at the option and sole discretion of the Compensation Committee of the Board of Directors"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Byrd Heath

(Last)(First)(Middle)
C/O SONIC AUTOMOTIVE, INC.
4401 COLWICK ROAD

(Street)
CHARLOTTE NORTH CAROLINA 28211

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
SONIC AUTOMOTIVE INC [ SAH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP and CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock03/31/2026M5,872A(1)154,411D
Class A Common Stock03/31/2026D5,872D$68.57148,539D
Class A Common Stock12,129Iby Bucknell Avenue, LLC(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-Based Restricted Stock Units(3)03/31/2026M5,872 (1) (1)Class A Common Stock5,872(1)17,615D
Explanation of Responses:
1. On February 5, 2025, the reporting person was granted 23,487 performance-based restricted stock units that, if the performance criteria are met, vest in three annual installments, with twenty-five percent (25%) of the units vesting on March 31, 2026, thirty percent (30%) of the units vesting on February 5, 2027, and forty-five percent (45%) of the units vesting on February 5, 2028. On March 31, 2026, 5,872 performance-based restricted stock units vested and were settled in cash.
2. The reporting person disclaims beneficial ownership of such shares of Sonic Automotive, Inc.'s Class A Common Stock, except to the extent of his pecuniary interest therein.
3. Each performance-based restricted stock unit represents a contingent right to receive, upon the satisfaction of certain performance criteria, one share of Class A Common Stock, the equivalent cash value, or a combination of both, at the option and sole discretion of the Compensation Committee of the Board of Directors of Sonic Automotive, Inc.
Remarks:
/s/ Heath R. Byrd04/02/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)