Sonic Automotive (NYSE: SAH) President Jeff Dyke granted 38,175 performance-based RSUs

Rhea-AI Filing Summary

DYKE JEFF reported acquisition or exercise transactions in this Form 4 filing.

Sonic Automotive President and director Jeff Dyke received a grant of 38,175 performance-based restricted stock units tied to Class A Common Stock. Each unit is a contingent right to receive one share, the cash equivalent, or a combination, at the Compensation Committee’s discretion if performance criteria are met.

If the performance goals are achieved, 25% of the units will vest on March 31, 2027, 30% on February 11, 2028, and 45% on February 11, 2029. Following this award, Dyke holds 60,776 performance-based restricted stock units directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DYKE JEFF

Role President

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Stock Units	38,175	$0.00	--

Holdings After Transaction: Performance-Based Restricted Stock Units — 60,776 shares (Direct, null)

Footnotes (1)

1. 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 Sonic Automotive, Inc. If the performance criteria are met, this award will vest in three installments, with twenty-five percent (25%) of the units vesting on March 31, 2027, thirty percent (30%) of the units vesting on February 11, 2028, and forty-five percent (45%) of the units vesting on February 11, 2029.

Key Figures

RSUs granted: 38,175 units Total RSUs after grant: 60,776 units First vesting tranche: 25% of units +3 more

6 metrics

RSUs granted 38,175 units Performance-based restricted stock units granted to Jeff Dyke

Total RSUs after grant 60,776 units Performance-based restricted stock units held by Jeff Dyke following award

First vesting tranche 25% of units Vests on March 31, 2027 if performance criteria are met

Second vesting tranche 30% of units Vests on February 11, 2028 if performance criteria are met

Third vesting tranche 45% of units Vests on February 11, 2029 if performance criteria are met

Transaction price per unit $0.00 Grant of RSUs as compensation, no cash paid per unit

Key Terms

Performance-Based Restricted Stock Units, Class A Common Stock, Compensation Committee, vest

4 terms

Performance-Based Restricted Stock Units financial

"Each performance-based restricted stock unit represents a contingent right to receive..."

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.

Class A Common Stock financial

"one share of Class A Common Stock, the equivalent cash value, or a combination..."

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 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.

vest financial

"this award will vest in three installments, with twenty-five percent (25%) of the units vesting..."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Restricted Stock Units	(1)	05/06/2026		A		38,175		(2)	(2)	Class A Common Stock	38,175	$0	60,776	D

Explanation of Responses:

1. 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 Sonic Automotive, Inc.

2. If the performance criteria are met, this award will vest in three installments, with twenty-five percent (25%) of the units vesting on March 31, 2027, thirty percent (30%) of the units vesting on February 11, 2028, and forty-five percent (45%) of the units vesting on February 11, 2029.

Remarks:

	/s/ Jeff Dyke	05/06/2026
	** Signature of Reporting Person	Date
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)

FAQ

What did Sonic Automotive (SAH) President Jeff Dyke report on this Form 4?

Jeff Dyke reported receiving 38,175 performance-based restricted stock units. These units are tied to Sonic Automotive’s Class A Common Stock and were granted as compensation, contingent on meeting specified performance criteria over future years.

How many performance-based RSUs does Jeff Dyke hold after this Sonic Automotive grant?

After the grant, Jeff Dyke holds 60,776 performance-based restricted stock units. This total includes the newly awarded 38,175 units and represents his direct derivative-based equity compensation tied to Sonic Automotive’s Class A Common Stock.

How do Jeff Dyke’s Sonic Automotive performance-based RSUs vest over time?

If performance criteria are met, 25% of the units vest on March 31, 2027, 30% vest on February 11, 2028, and 45% vest on February 11, 2029. Vesting occurs in three installments over these specified dates.

What can Jeff Dyke receive for each Sonic Automotive performance-based RSU?

Each unit represents a contingent right to receive one share of Class A Common Stock, the equivalent cash value, or a combination of both. The Compensation Committee of Sonic Automotive chooses the form of settlement at its sole discretion.

What determines whether Jeff Dyke’s Sonic Automotive RSUs will vest?

Vesting of the RSUs depends on satisfying defined performance criteria. Only if those performance goals are met will the units vest on the scheduled dates, and then be settled in stock, cash, or a mix, as decided by the Compensation Committee.