Sonic Automotive (NYSE: SAH) president uses shares to cover RSU taxes

Rhea-AI Filing Summary

Sonic Automotive president and director Jeff Dyke reported using shares to cover tax withholding on vested restricted stock units. On 02/07/2026 he delivered 6,379 shares of Class A common stock at $62.46 per share, and on 02/08/2026 he delivered 5,346 shares at the same price.

After these transactions he held 593,668 Class A shares directly. He also had 161,622 Class A shares indirectly held through Ash & Erin, LLC, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

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 NC 28211

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Class A Common Stock	02/07/2026		F		6,379(1)	D	$62.46	599,014	D
Class A Common Stock	02/08/2026		F		5,346(1)	D	$62.46	593,668	D
Class A Common Stock								161,622	I	by 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares delivered by the reporting person to Sonic Automotive, Inc. to satisfy withholding tax obligations due upon vesting of restricted stock units.

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.

Remarks:

	/s/ Jeff Dyke	02/10/2026
	** 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.

FAQ

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

Sonic Automotive reported that president and director Jeff Dyke delivered shares to the company to cover tax withholding on vested restricted stock units, rather than selling shares in the open market, in early February 2026 at a price of $62.46 per share.

How many Sonic Automotive (SAH) shares did Jeff Dyke use for RSU tax withholding?

Jeff Dyke delivered 6,379 Class A common shares on February 7, 2026 and 5,346 shares on February 8, 2026. Both transactions were at $62.46 per share and were coded as “F,” indicating shares withheld or delivered for tax obligations on restricted stock units.

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

After the reported tax-withholding transactions, Jeff Dyke directly held 593,668 shares of Sonic Automotive Class A common stock. The filing also lists 161,622 additional Class A shares held indirectly through Ash & Erin, LLC, with a partial beneficial ownership disclaimer.

What does the indirect ownership by Ash & Erin, LLC mean for Sonic Automotive (SAH)?

The filing shows 161,622 Sonic Automotive Class A shares held indirectly through Ash & Erin, LLC. Jeff Dyke disclaims beneficial ownership of those shares, except to the extent of his pecuniary interest, indicating a related entity holds them rather than his direct personal account.

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

The transactions were not open-market sales. They are coded “F,” and a footnote explains they represent shares delivered to Sonic Automotive to satisfy withholding tax obligations arising from the vesting of restricted stock units, rather than discretionary stock sales.

What role does Jeff Dyke hold at Sonic Automotive (SAH) according to this filing?

According to the filing, Jeff Dyke serves as both a director and an officer of Sonic Automotive, with the officer title of president. The reported equity transactions relate to his compensation in the form of restricted stock units and associated tax withholding.