Sonic Automotive CEO reports RSU vesting, cash payout
Sonic Automotive Chairman and CEO David Bruton Smith reported compensation-related equity activity tied to performance-based restricted stock units.
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Form Type
4
Rhea-AI Filing Summary
Sonic Automotive Chairman and CEO David Bruton Smith reported compensation-related equity activity tied to performance-based restricted stock units. On March 31, 2026, 13,259 performance-based RSUs from a prior 53,035-unit grant vested and were settled in cash, with a related disposition of 13,259 Class A shares to the issuer at $68.57 per share. Following these transactions, he held 532,000 Class A shares directly, and an additional 836,534 Class A shares were held indirectly by OBS Family, LLC, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.
Insider Trade Summary
13,259 shares exercised/converted
Exercise
4 txns
Insider
SMITH DAVID BRUTON
Role
Chairman and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Performance-Based Restricted Stock Units | 13,259 | $0.00 | $0.00 |
| Exercise | Class A Common Stock | 13,259 | $0.00 | $0.00 |
| Disposition | Class A Common Stock | 13,259 | $68.57 | $909K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Performance-Based Restricted Stock Units — 39,776 contracts (Direct);
Class A Common Stock — 532,000 shares (Direct);
Class A Common Stock — 836,534 shares (Indirect, by OBS Family, LLC)
Footnotes (3)
- F1. On February 5, 2025, the reporting person was granted 53,035 performance-based restricted stock units that, if the performance criteria are met, vest in three annual installments, with twenty-five percent (25%) of the units vesting on March 31, 2026, thirty percent (30%) of the units vesting on February 5, 2027, and forty-five percent (45%) of the units vesting on February 5, 2028. On March 31, 2026, 13,259 performance-based restricted stock units vested and were settled in cash.
- F2. 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.
- F3. 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 the Board of Directors of Sonic Automotive, Inc.
Key Figures
Vested RSUs: 13,259 units
Original RSU grant: 53,035 units
Disposition price: $68.57 per share
+3 more
6 metrics
Vested RSUs
13,259 units
Performance-based RSUs vested and settled in cash on March 31, 2026
Original RSU grant
53,035 units
Performance-based RSUs granted on February 5, 2025
Disposition price
$68.57 per share
13,259 Class A shares disposed to issuer
Direct holdings after transaction
532,000 shares
Class A Common Stock held directly by CEO after transactions
Indirect holdings via OBS Family, LLC
836,534 shares
Class A Common Stock held indirectly, with beneficial ownership disclaimed except pecuniary interest
RSU vesting schedule
25% / 30% / 45%
Tranches vesting in 2026, 2027 and 2028 if performance criteria are met
Key Terms
Performance-Based Restricted Stock Units, Disposition to issuer, pecuniary interest, Class A Common Stock, +1 more
5 terms
Performance-Based Restricted Stock Units financial
"the reporting person was granted 53,035 performance-based restricted stock units that, if the performance criteria are met, vest in three annual installments"
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.
Disposition to issuer financial
"transaction_code_description": "Disposition to issuer""
pecuniary interest financial
"disclaims beneficial ownership of such shares ... except to the extent of his pecuniary interest therein"
Class A Common Stock financial
"such shares of Sonic Automotive, Inc.'s Class A Common Stock"
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.
contingent right financial
"Each performance-based restricted stock unit represents a contingent right to receive"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Sonic Automotive (SAH) report for David Bruton Smith?
Sonic Automotive reported that Chairman and CEO David Bruton Smith had 13,259 performance-based restricted stock units vest and be settled in cash. A matching 13,259 Class A shares were disposed to the issuer at $68.57 per share as part of this compensation-related event.
How many Sonic Automotive (SAH) RSUs were originally granted to the CEO?
On February 5, 2025, David Bruton Smith was granted 53,035 performance-based restricted stock units. These units vest in three installments if performance criteria are met, with portions scheduled for March 31, 2026, February 5, 2027, and February 5, 2028 according to the disclosed vesting schedule.
What is the vesting schedule for the Sonic Automotive (SAH) CEO’s performance-based RSUs?
The 53,035 performance-based RSUs vest in three tranches if performance conditions are satisfied: 25% on March 31, 2026, 30% on February 5, 2027, and 45% on February 5, 2028. Each unit can settle in shares, cash, or a combination at the Compensation Committee’s discretion.
How were the vested Sonic Automotive (SAH) RSUs settled for the CEO?
On March 31, 2026, 13,259 performance-based restricted stock units vested for David Bruton Smith and were settled in cash. The filing notes that each RSU represents a contingent right to receive either one Class A share, the equivalent cash value, or a combination, at the committee’s discretion.
What are David Bruton Smith’s direct and indirect holdings in Sonic Automotive (SAH)?
After the reported transactions, David Bruton Smith held 532,000 shares of Sonic Automotive Class A Common Stock directly. Additionally, 836,534 Class A shares were held indirectly by OBS Family, LLC, for which he disclaims beneficial ownership except for his pecuniary interest in those shares.
AI-generated analysis. How Rhea-AI works. Not financial advice.
