Sonic Automotive (NYSE: SAH) CEO awarded 69,872 performance-based RSUs

Rhea-AI Filing Summary

SMITH DAVID BRUTON reported acquisition or exercise transactions in this Form 4 filing.

SONIC AUTOMOTIVE INC Chairman and CEO David Bruton Smith received an award of 69,872 performance-based restricted stock units tied to Class A Common Stock as part of his compensation. Each unit represents a contingent right to one share, equivalent cash value, or a combination, at the Compensation Committee’s discretion.

If the performance criteria are achieved, 25% of the units vest on March 31, 2027, 30% on February 11, 2028, and 45% on February 11, 2029. Following this grant, Smith holds 109,648 performance-based restricted stock units directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SMITH DAVID BRUTON

Role Chairman and CEO

Type	Security	Shares	Price	Value
Grant/Award	Performance-Based Restricted Stock Units	69,872	$0.00	--

Holdings After Transaction: Performance-Based Restricted Stock Units — 109,648 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: 69,872 units RSUs after grant: 109,648 units First vesting tranche: 25% +3 more

6 metrics

RSUs granted 69,872 units Performance-based restricted stock units granted to CEO David Bruton Smith

RSUs after grant 109,648 units Total performance-based RSUs held directly following the transaction

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

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

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

Underlying shares per unit 1 share Each RSU corresponds to one share of Class A Common Stock or cash equivalent

Key Terms

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

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 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.

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.

vesting financial

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

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the 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^*

SMITH DAVID BRUTON

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

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		69,872		(2)	(2)	Class A Common Stock	69,872	$0	109,648	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/ David Bruton Smith	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 insider transaction did Sonic Automotive (SAH) report in this Form 4?

Sonic Automotive reported that Chairman and CEO David Bruton Smith received a grant of 69,872 performance-based restricted stock units. These units are tied to Class A Common Stock and form part of his compensation, subject to future performance-based vesting conditions set by the company.

How many performance-based restricted stock units were granted to the SAH CEO?

David Bruton Smith was granted 69,872 performance-based restricted stock units. Each unit represents a contingent right to receive one share of Class A Common Stock, cash of equivalent value, or a combination, depending on decisions by Sonic Automotive’s Compensation Committee after performance goals are met.

When do the new Sonic Automotive (SAH) performance-based RSUs vest?

The performance-based RSUs vest in three tranches if criteria are met: 25% on March 31, 2027, 30% on February 11, 2028, and 45% on February 11, 2029. Vesting depends on satisfying specified performance conditions over time for Sonic Automotive.

What does each Sonic Automotive (SAH) performance-based RSU entitle the holder to receive?

Each performance-based restricted stock unit gives a contingent right to receive one share of Class A Common Stock, its cash equivalent, or a combination. The form of settlement is determined at the option and sole discretion of Sonic Automotive’s Compensation Committee after performance requirements are satisfied.

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

After the reported grant, David Bruton Smith holds 109,648 performance-based restricted stock units directly. This total reflects his updated position in these incentive awards, which may convert into Class A Common Stock or cash upon meeting the specified performance and vesting conditions.