Tax withholding moves as Sonic Automotive (NYSE: SAH) CEO transfers shares

Rhea-AI Filing Summary

Sonic Automotive (SAH) Chairman and CEO David Bruton Smith, who is also a director and 10% owner, reported two tax-related share transactions in Class A Common Stock. On 02/07/2026 and 02/08/2026, he delivered 9,245 and 12,348 shares, respectively, at $62.46 per share to Sonic Automotive, Inc. to satisfy withholding tax obligations triggered by the vesting of restricted stock units. After these transactions, he directly beneficially owned 532,000 Class A shares. The filing also reports 836,534 Class A shares held indirectly by OBS Family, 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

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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 DAVID BRUTON

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

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		9,245(1)	D	$62.46	544,348	D
Class A Common Stock	02/08/2026		F		12,348(1)	D	$62.46	532,000	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)
				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/ David Bruton Smith	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.
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FAQ

What insider activity did Sonic Automotive (SAH) report on this Form 4?

The Form 4 reports Chairman and CEO David Bruton Smith delivering Class A shares back to Sonic Automotive to satisfy tax withholding on vested restricted stock units, rather than open-market sales, and updating his direct and indirect beneficial ownership positions.

How many Sonic Automotive (SAH) shares were used to cover tax withholding?

David Bruton Smith delivered 9,245 Class A shares on 02/07/2026 and 12,348 Class A shares on 02/08/2026, both at $62.46 per share, to satisfy withholding tax obligations arising from the vesting of restricted stock units granted by Sonic Automotive.

What does transaction code F mean in the Sonic Automotive (SAH) Form 4?

Transaction code F indicates shares were withheld or delivered to the issuer to pay taxes due on equity awards. Here, Smith delivered Sonic Automotive Class A shares to satisfy withholding tax obligations tied to the vesting of restricted stock units, rather than selling shares in the open market.

How many Sonic Automotive (SAH) shares does David Bruton Smith own after these transactions?

Following the reported tax-withholding transactions, David Bruton Smith directly beneficially owned 532,000 shares of Sonic Automotive Class A Common Stock. The Form 4 reflects this updated ownership figure after the two deliveries of shares back to the company to cover tax obligations.

What is the role of OBS Family, LLC in David Bruton Smith’s Sonic Automotive (SAH) holdings?

The Form 4 shows 836,534 Sonic Automotive Class A shares held indirectly through OBS Family, LLC. Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, indicating they are attributed to the LLC rather than solely to him personally.

What positions does David Bruton Smith hold at Sonic Automotive (SAH)?

David Bruton Smith is identified as a director, a 10% owner, and the Chairman and CEO of Sonic Automotive, Inc. This combination of roles makes his share transactions and reported beneficial ownership particularly notable for understanding insider alignment with shareholders.