Sonic Automotive (SAH) CFO delivers shares to cover RSU tax withholding

Rhea-AI Filing Summary

Sonic Automotive EVP and CFO Heath Byrd reported share deliveries to cover taxes on vested stock awards. On February 7, 2026, he delivered 5,020 shares of Class A Common Stock at $62.46 per share, and on February 8, 2026, he delivered an additional 4,167 shares at the same price. These shares were delivered to Sonic Automotive to satisfy withholding tax obligations upon vesting of restricted stock units. After these transactions, he directly owned 148,539 shares, with another 12,129 shares held indirectly through Bucknell Avenue, LLC, for which he disclaims beneficial ownership except for 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

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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^*

Byrd Heath

(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)

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

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		5,020(1)	D	$62.46	152,706	D
Class A Common Stock	02/08/2026		F		4,167(1)	D	$62.46	148,539	D
Class A Common Stock								12,129	I	by Bucknell Avenue, 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/ Heath R. Byrd	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.
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.

FAQ

What did Sonic Automotive (SAH) executive Heath Byrd report in this Form 4 filing?

Heath Byrd reported share deliveries used to cover taxes on vested stock units. He transferred Sonic Automotive Class A shares to the company to satisfy withholding tax obligations tied to restricted stock unit vesting on specific February 2026 dates.

How many Sonic Automotive (SAH) shares did Heath Byrd deliver for tax withholding?

Heath Byrd delivered 5,020 shares on February 7 and 4,167 shares on February 8. Both transactions involved Sonic Automotive Class A Common Stock at a price of $62.46 per share to satisfy withholding tax obligations.

What is Heath Byrd’s direct Sonic Automotive (SAH) share ownership after these transactions?

After the reported transactions, Heath Byrd directly owned 148,539 Sonic Automotive Class A shares. This figure reflects his holdings following the two share deliveries used to cover tax withholding on vested restricted stock units.

What indirect Sonic Automotive (SAH) holdings are associated with Heath Byrd?

There are 12,129 Sonic Automotive Class A shares held indirectly through Bucknell Avenue, LLC. Heath Byrd disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest in that entity.

What does transaction code "F" mean in Heath Byrd’s Sonic Automotive (SAH) Form 4?

Code “F” indicates shares were delivered to satisfy tax withholding on equity awards. In this filing, shares of Sonic Automotive Class A Common Stock were transferred to the company when restricted stock units vested and taxes became due.

What role does Heath Byrd hold at Sonic Automotive (SAH) in this Form 4?

Heath Byrd is reported as Executive Vice President and Chief Financial Officer of Sonic Automotive. The Form 4 reflects his position as an officer of the company and reports his transactions in Sonic Automotive Class A Common Stock.