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Sonic Automotive (SAH) director Marcus Smith reports updated share ownership

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
5

Rhea-AI Filing Summary

Sonic Automotive director and 10% owner Marcus G. Smith reported updates to his beneficial ownership of Class A Common Stock. During the issuer’s fiscal year ended 12/31/2025, he acquired 1,250 shares on 07/07/2025 in a transaction coded “W,” at a price of $0 per share. According to the footnotes, these shares were received from The Estate of Bonita Smith under the laws of descent and distribution.

After this inheritance, Smith directly held 100,121 shares of Sonic Automotive Class A Common Stock. He is also reported as having indirect beneficial ownership of 836,534 shares held by OBS Family, LLC, and he disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.

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SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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: 3235-0362
Estimated average burden
hours per response: 1.0
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
SMITH MARCUS G

(Last) (First) (Middle)
5555 CONCORD PARKWAY SOUTH

(Street)
CONCORD NC 28207

(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
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2025
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Class A Common Stock 07/07/2025 W 1,250(1) A $0(1) 100,121 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported securities were acquired by the reporting person from The Estate of Bonita Smith under the laws of descent and distribution.
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 01/09/2026
** 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 insider activity did Marcus G. Smith report for Sonic Automotive (SAH)?

Marcus G. Smith reported an update to his beneficial ownership of Sonic Automotive Class A Common Stock for the fiscal year ended 12/31/2025, including an inherited acquisition of shares and his direct and indirect holdings at year-end.

How many Sonic Automotive Class A shares did Marcus G. Smith inherit?

He acquired 1,250 shares of Sonic Automotive Class A Common Stock on 07/07/2025 in a transaction coded “W,” which the footnote explains were received from The Estate of Bonita Smith under the laws of descent and distribution.

What are Marcus G. Smith’s direct share holdings in Sonic Automotive (SAH)?

Following the reported 07/07/2025 transaction, Marcus G. Smith directly held 100,121 shares of Sonic Automotive Class A Common Stock.

What indirect Sonic Automotive holdings are associated with Marcus G. Smith?

The filing reports 836,534 shares of Sonic Automotive Class A Common Stock held indirectly by OBS Family, LLC. The footnote states that Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.

What is Marcus G. Smith’s relationship to Sonic Automotive?

Marcus G. Smith is identified as both a Director and a 10% Owner of Sonic Automotive, Inc. on the Form 5.

What does the transaction code “W” mean in Marcus G. Smith’s Form 5?

The Form 5 lists the 07/07/2025 Class A Common Stock acquisition of 1,250 shares with transaction code “W”. The accompanying footnote explains that the shares were acquired from The Estate of Bonita Smith under the laws of descent and distribution.

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