What plan governed the 4,373-share grant to Marcus G. Smith at Sonic Automotive (SAH)?

The 4,373-share grant was made under Sonic Automotive’s 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors, as amended and restated effective April 29, 2026. This plan provides share-based compensation in the form of restricted stock units or similar awards.

Director Marcus G. Smith receives 4,373 Sonic (SAH) Class A shares as grant

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

SMITH MARCUS G reported acquisition or exercise transactions in this Form 4 filing.

Sonic Automotive Inc. director and ten percent owner Marcus G. Smith reported an equity compensation grant rather than a market trade. He received 4,373 shares of Class A Common Stock at no cost under Sonic’s 2012 formula restricted stock plan for non‑employee directors, bringing his direct holdings to 104,494 shares. The filing also lists 836,534 shares of Class A Common Stock held indirectly by OBS Family, LLC, for which Smith disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider SMITH MARCUS G

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	4,373	$0.00	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 104,494 shares (Direct, null); Class A Common Stock — 836,534 shares (Indirect, by OBS Family, LLC)

Footnotes (1)

Restricted stock units granted pursuant to the Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors, Amended and Restated Effective as of April 29, 2026. 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.

Key Figures

Director share grant: 4,373 shares Direct holdings after grant: 104,494 shares Indirect holdings via OBS Family, LLC: 836,534 shares +1 more

4 metrics

Director share grant 4,373 shares Class A Common Stock awarded at $0.00 per share

Direct holdings after grant 104,494 shares Class A Common Stock held directly by Marcus G. Smith

Indirect holdings via OBS Family, LLC 836,534 shares Class A Common Stock held indirectly by OBS Family, LLC

Grant price $0.00 per share Equity compensation grant under 2012 director plan

Key Terms

Restricted stock units, pecuniary interest, indirect ownership, Grant, award, or other acquisition

4 terms

Restricted stock units financial

"Restricted stock units granted pursuant to the Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

pecuniary interest financial

"disclaims beneficial ownership ... except to the extent of his pecuniary interest therein"

indirect ownership financial

"total_shares_following_transaction ... indirect ... nature_of_ownership: by OBS Family, LLC"

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

Form 4 Insider Transactions: What Each Field Means →

04/30/2026 - 04:16 PM

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^*

SMITH MARCUS G

(Last)

(First)

(Middle)

5555 CONCORD PARKWAY SOUTH

(Street)

CONCORD

NORTH CAROLINA

28207

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/30/2026		A		4,373	A	$0⁽¹⁾	104,494	D
Class A Common Stock								836,534	I	by OBS Family, 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted stock units granted pursuant to the Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors, Amended and Restated Effective as of April 29, 2026.

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/ Marcus G. Smith	04/30/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Marcus G. Smith report in this Sonic Automotive (SAH) Form 4?

Marcus G. Smith reported an equity compensation grant of 4,373 shares of Sonic Automotive Class A Common Stock. The shares were awarded at no cost under a non-employee director restricted stock plan and increased his directly held position to 104,494 shares.

Was the Sonic Automotive (SAH) Form 4 a market buy or sell by Marcus G. Smith?

No, the Form 4 reflects a grant, not an open-market buy or sell. Smith received 4,373 Class A shares at a price of $0.00 per share as a director award, making this a compensation-related acquisition rather than a trading decision.

How many Sonic Automotive (SAH) shares does Marcus G. Smith now hold directly?

After the reported award, Marcus G. Smith directly holds 104,494 shares of Sonic Automotive Class A Common Stock. This figure reflects his position following the 4,373-share grant under the company’s 2012 formula restricted stock plan for non-employee directors.

What is the indirect Sonic Automotive (SAH) ownership noted for Marcus G. Smith?

The filing lists 836,534 Sonic Automotive Class A shares held indirectly by OBS Family, LLC. Smith disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest, indicating they are primarily associated with that entity rather than personal trading.