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Sonic Automotive (NYSE: SAH) president cash-settles 7,534 RSUs

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Sonic Automotive, Inc. President Jeff Dyke reported the vesting of 7,534 performance-based restricted stock units on March 31, 2026, which were settled in cash rather than retained as stock. The filing shows a corresponding disposition of 7,534 shares of Class A Common Stock to Sonic Automotive at $68.57 per share, reflecting an issuer-related transaction rather than an open-market trade. After these entries, Dyke holds 593,668 shares of Class A Common Stock directly and 161,622 shares indirectly through Ash & Erin, LLC, while he disclaims beneficial ownership of the indirect holdings except to the extent of his pecuniary interest.

Positive

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Negative

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Insider DYKE JEFF
Role President
Type Security Shares Price Value
Exercise Performance-Based Restricted Stock Units 7,534 $0.00 --
Exercise Class A Common Stock 7,534 $0.00 --
Disposition Class A Common Stock 7,534 $68.57 $517K
holding Class A Common Stock -- -- --
Holdings After Transaction: Performance-Based Restricted Stock Units — 22,601 shares (Direct); Class A Common Stock — 601,202 shares (Direct); Class A Common Stock — 161,622 shares (Indirect, by Ash & Erin, LLC)
Footnotes (1)
  1. On February 5, 2025, the reporting person was granted 30,135 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, 7,534 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 vested 7,534 units Performance-based restricted stock units vested on March 31, 2026
Disposition price $68.57 per share Issuer disposition of 7,534 Class A shares on March 31, 2026
Direct holdings after transaction 593,668 shares Class A Common Stock directly held by Jeff Dyke after March 31, 2026
Indirect holdings 161,622 shares Class A Common Stock held indirectly by Ash & Erin, LLC
Total RSU grant 30,135 units Performance-based RSUs granted on February 5, 2025
First vesting tranche 25% of 30,135 units Vests on March 31, 2026 if performance criteria are met
Second vesting tranche 30% of 30,135 units Vests on February 5, 2027 if performance criteria are met
Third vesting tranche 45% of 30,135 units Vests on February 5, 2028 if performance criteria are met
Performance-Based Restricted Stock Units financial
"the reporting person was granted 30,135 performance-based restricted stock units"
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.
disclaims beneficial ownership financial
"The reporting person disclaims beneficial ownership of such shares of Sonic Automotive, Inc.'s Class A Common Stock"
pecuniary interest financial
"except to the extent of his pecuniary interest therein"
Compensation Committee financial
"at the option and sole discretion of the Compensation Committee of the Board of Directors of Sonic Automotive, Inc."
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.
disposition to issuer financial
"transaction_code_description: "Disposition to issuer""
Form 4 Insider Transactions: What Each Field Means →
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*
DYKE JEFF
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President
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 Stock03/31/2026M7,534A(1)601,202D
Class A Common Stock03/31/2026D7,534D$68.57593,668D
Class A Common Stock161,622Iby Ash & Erin, 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)03/31/2026M7,534 (1) (1)Class A Common Stock7,534(1)22,601D
Explanation of Responses:
1. On February 5, 2025, the reporting person was granted 30,135 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, 7,534 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/ Jeff Dyke04/02/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Sonic Automotive (SAH) disclose for President Jeff Dyke?

Sonic Automotive reported that President Jeff Dyke had 7,534 performance-based restricted stock units vest on March 31, 2026. These units were settled in cash, with a matching 7,534-share disposition of Class A Common Stock back to the company at $68.57 per share.

Were Jeff Dyke’s Sonic Automotive (SAH) transactions open-market stock sales?

The transactions were not open-market sales. The Form 4 shows RSUs vesting and being settled in cash, paired with a 7,534-share disposition to Sonic Automotive at $68.57 per share, which is categorized as a disposition to the issuer, not a market trade.

How many Sonic Automotive (SAH) shares does Jeff Dyke hold after these transactions?

After the reported transactions, Jeff Dyke directly holds 593,668 shares of Sonic Automotive Class A Common Stock. The filing also lists 161,622 shares held indirectly through Ash & Erin, LLC, for which he disclaims beneficial ownership except for his pecuniary interest.

What was the size of Jeff Dyke’s performance-based RSU grant at Sonic Automotive (SAH)?

On February 5, 2025, Jeff Dyke was granted 30,135 performance-based restricted stock units. The grant vests in three installments: 25% on March 31, 2026, 30% on February 5, 2027, and 45% on February 5, 2028, if performance criteria are satisfied.

How are Sonic Automotive (SAH) performance-based RSUs for Jeff Dyke settled?

Each performance-based RSU gives a contingent right to receive one share of Class A Common Stock, the equivalent cash value, or a combination. Settlement form is at the sole discretion of Sonic Automotive’s Compensation Committee, which chose cash settlement for the 7,534 units vesting on March 31, 2026.

What price was used for Jeff Dyke’s share disposition to Sonic Automotive (SAH)?

The corresponding 7,534-share disposition of Class A Common Stock to Sonic Automotive was recorded at $68.57 per share. This reflects an issuer-related transaction tied to the RSU vesting and cash settlement, not an open-market sale on a stock exchange.