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Sonic Automotive Inc. submitted a Form 144 notice disclosing proposed sale of Common shares tied to issuer RSU vesting. The excerpt lists three RSU-related entries dated 02/28/2025, 02/09/2025, and 03/31/2024 with respective share quantities.
Sonic Automotive, Inc. approved new performance-based restricted stock unit awards for three senior executives under its 2026 Equity Incentive Plan, effective May 6, 2026. Grants total 134,230 units, including 69,872 units for CEO David Bruton Smith, 38,175 for Jeff Dyke, and 26,183 for Heath R. Byrd.
The units lack dividend equivalents and voting rights and remain subject to forfeiture until February 11, 2029 based on continued employment and compliance with restrictive covenants and confidentiality obligations. Payout also depends on achieving defined adjusted earnings per share performance for calendar 2026.
Subject to meeting the performance condition, the awards vest in three tranches: 25% on March 31, 2027, 30% on February 11, 2028, and 45% on February 11, 2029. After vesting, they are settled in Sonic’s Class A common stock, cash, or a mix, at the Compensation Committee’s discretion.
Byrd Heath reported acquisition or exercise transactions in this Form 4 filing.
Sonic Automotive executive vice president and CFO Byrd Heath received a grant of 26,183 performance-based restricted stock units tied to Class A Common Stock. These units vest in stages if performance criteria are met: 25% on March 31, 2027, 30% on February 11, 2028, and 45% on February 11, 2029. Following this grant, Heath directly holds 43,798 performance-based restricted stock units.
DYKE JEFF reported acquisition or exercise transactions in this Form 4 filing.
Sonic Automotive President and director Jeff Dyke received a grant of 38,175 performance-based restricted stock units tied to Class A Common Stock. Each unit is a contingent right to receive one share, the cash equivalent, or a combination, at the Compensation Committee’s discretion if performance criteria are met.
If the performance goals are achieved, 25% of the units will vest on March 31, 2027, 30% on February 11, 2028, and 45% on February 11, 2029. Following this award, Dyke holds 60,776 performance-based restricted stock units directly.
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.
Sonic Automotive, Inc. reported results of its 2026 annual meeting of stockholders and the approval of a new long-term incentive plan. Stockholders approved the 2026 Equity Incentive Plan, which became effective as of February 11, 2026 upon stockholder approval.
The 2026 Equity Incentive Plan replaces the 2012 Stock Incentive Plan and reserves 2,318,148 shares of Class A common stock for equity awards such as stock options, stock appreciation rights, restricted stock and restricted stock units. Shares from expired or forfeited awards under the 2012 plan can be recycled into the new plan under specified conditions.
At the meeting, stockholders elected all nine director nominees, ratified Grant Thornton LLP as independent auditor for fiscal 2026, approved on an advisory basis 2025 named executive officer compensation, and approved an updated restricted stock and deferral plan for non-employee directors.
SMITH BRYAN SCOTT reported acquisition or exercise transactions in this Form 4 filing.
Sonic Automotive director Bryan Scott Smith reported a compensation-related equity grant in Class A Common Stock. He received 4,373 restricted stock units at a price of $0.00 per share under the Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors, Amended and Restated Effective as of April 29, 2026.
After this award, Smith directly owns 401,830 shares of Class A Common Stock. The filing also shows an indirect holding of 836,534 shares held by OBS Family, LLC, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.
BELK WILLIAM I reported acquisition or exercise transactions in this Form 4 filing.
Sonic Automotive director William I. Belk received an award of 2,843 shares of Class A Common Stock on April 30, 2026. The shares were granted as restricted stock units under the Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors, as amended effective April 29, 2026.
After this equity award, Belk directly holds 107,168 shares of Sonic Automotive Class A Common Stock. The award was recorded at a price of $0.00 per share, reflecting its nature as a director compensation grant rather than an open‑market purchase.
Kaiser Keri A reported acquisition or exercise transactions in this Form 4 filing.
Sonic Automotive director Keri A. Kaiser received an equity grant in the form of restricted stock units tied to the company’s Class A Common Stock. The award covers 3,061 shares, recorded at a price of $0.00 per share, reflecting a compensation grant rather than a market purchase.
The grant was made under the Sonic Automotive, Inc. 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors, as amended and restated effective April 29, 2026. Following this award, Kaiser directly holds 25,470 shares of Class A Common Stock.
SONIC AUTOMOTIVE INC director William R. Brooks received a stock grant. On April 30, 2026, he acquired 2,916 shares of Class A Common Stock at $0.00 per share as a grant under the company’s 2012 Formula Restricted Stock and Deferral Plan for Non-Employee Directors.
Following this award, Brooks directly holds 117,898 shares of Sonic Automotive’s Class A Common Stock. The transaction reflects routine director compensation through restricted stock units rather than an open-market purchase.