Sonic Automotive (NYSE: SAH) awards CFO 26,183 performance-based RSUs

Rhea-AI Filing Summary

Byrd Heath reported acquisition or exercise transactions in this Form 4 filing.

Sonic Automotive executive vice president and CFO Byrd Heath received a grant of 26,183 performance-based restricted stock units tied to Class A Common Stock. These units vest in stages if performance criteria are met: 25% on March 31, 2027, 30% on February 11, 2028, and 45% on February 11, 2029. Following this grant, Heath directly holds 43,798 performance-based restricted stock units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Byrd Heath

Role EVP and CFO

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Stock Units	26,183	$0.00	--

Holdings After Transaction: Performance-Based Restricted Stock Units — 43,798 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: 26,183 units Total RSUs after grant: 43,798 units First vesting tranche: 25% +2 more

5 metrics

RSUs granted 26,183 units Performance-based restricted stock units granted to CFO Byrd Heath

Total RSUs after grant 43,798 units Performance-based restricted stock units directly held after transaction

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

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

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

Key Terms

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

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.

contingent right financial

"represents a contingent right to receive, upon the satisfaction of certain performance criteria..."

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.

Class A Common Stock financial

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

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.

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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and CFO

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		26,183		(2)	(2)	Class A Common Stock	26,183	$0	43,798	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/ Heath R. Byrd	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) disclose about CFO Byrd Heath in this Form 4?

Sonic Automotive reported that EVP and CFO Byrd Heath received 26,183 performance-based restricted stock units. These units relate to Class A Common Stock and were granted as compensation, increasing his directly held performance-based restricted stock unit position to 43,798 units after the transaction.

How many performance-based RSUs did Sonic Automotive (SAH) grant to its CFO?

Byrd Heath was granted 26,183 performance-based restricted stock units. Each unit represents a contingent right to receive one share of Class A Common Stock, the cash equivalent, or a combination of both, at the Compensation Committee’s discretion, upon satisfaction of specified performance criteria.

When do Byrd Heath’s new Sonic Automotive (SAH) performance-based RSUs vest?

If performance criteria are met, the award vests in three tranches: 25% of the units on March 31, 2027, 30% of the units on February 11, 2028, and 45% of the units on February 11, 2029, according to the disclosed vesting schedule.

What is the nature of the Sonic Automotive (SAH) performance-based RSUs granted to the CFO?

Each performance-based restricted stock unit is a contingent right tied to Class A Common Stock. Upon meeting performance criteria, it can settle in one share, the equivalent cash value, or a combination, at the sole discretion of Sonic Automotive’s Compensation Committee.

How many performance-based RSUs does Sonic Automotive (SAH) CFO hold after this grant?

After receiving 26,183 new performance-based restricted stock units, Byrd Heath directly holds a total of 43,798 such units. This total reflects performance-based equity compensation that may convert into Class A Common Stock or cash if the specified performance conditions are satisfied.