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Sonic Automotive, Inc. is asking stockholders to vote at its 2026 annual meeting on April 29, 2026 at its Charlotte, North Carolina headquarters. Holders of Class A and Class B Common Stock as of March 2, 2026 may vote, with Class A shares carrying one vote and Class B shares ten votes each.
Stockholders will elect nine directors, ratify Grant Thornton LLP as independent auditor for fiscal 2026, approve on an advisory basis 2025 named executive officer pay, approve a new 2026 Equity Incentive Plan, and approve amendments to the 2012 Formula Restricted Stock and Deferral Plan for non‑employee directors. The Board recommends voting “FOR” all five proposals.
The Smith family, through direct holdings and Sonic Financial Corporation and OBS Family, LLC, controls all 12,029,375 Class B shares and a substantial portion of Class A shares, giving them majority voting power. Sonic qualifies as a “controlled company” under NYSE rules and maintains three independent directors, committee-based risk oversight, and detailed ESG, compensation and related‑party transaction disclosures.
Sonic Automotive describes a large U.S. auto retail platform built around three segments: franchised dealerships, EchoPark used-car stores and powersports. Franchised dealerships generated about 85.0% of 2025 revenue, EchoPark 13.7% and powersports 1.3%, with a heavy mix of luxury and mid-line import brands.
As of December 31, 2025, Sonic operated 111 franchised dealerships, 18 EchoPark stores and 14 powersports locations across multiple states, with Texas and California its largest markets by revenue. The company emphasizes higher-margin finance and insurance products and fixed operations such as parts, service and collision repair.
Sonic highlights an omnichannel sales strategy, expansion of EchoPark toward nationwide reach, and active portfolio optimization via acquisitions and store closures. It also notes balance-sheet leverage, including $3.5 billion of total debt, significant floor plan facilities and share repurchases of about 1.3 million Class A shares for approximately $82.4 million in 2025.
Sonic Automotive Inc. major shareholder Paul P. Rusnak bought 100,000 SAH shares in the open market. The Form 4 shows six direct, non-derivative purchases between February 5, 2026 and February 17, 2026, all coded as open-market transactions.
Individual trades included 11,481 shares at $59.95 per share on February 17, 48,540 shares at $59.92 per share on February 13, and several smaller trades. After these purchases, Rusnak directly owned 5,100,000 Sonic Automotive shares.
Sonic Automotive reported strong 2025 top-line growth but weaker GAAP profit. Full-year revenue reached $15.2 billion, up 7%, with record gross profit of $2.4 billion, up 9%. Reported net income fell 45% to $118.7 million (EPS $3.42) due mainly to significant non-cash impairment charges.
Excluding specified items, adjusted net income rose 17% to $229.2 million with adjusted EPS of $6.60, up 18%. Fourth-quarter revenue was $3.9 billion, down 1%, while net income was $46.9 million, down 20%; adjusted net income was $52.2 million and adjusted EPS $1.52, up 1%.
The Franchised Dealerships segment delivered record $12.9 billion revenue and $2.1 billion gross profit, both up 8%. EchoPark produced all-time record adjusted EBITDA of $49.2 million, up 78%, and the Powersports segment’s adjusted EBITDA rose 83% to $11.5 million. In 2025 Sonic repurchased about 1.3 million Class A shares for $82.4 million, and the board approved a quarterly dividend of $0.38 per share.
Sonic Automotive, Inc. approved a new performance-based cash bonus framework for key executives for the period from January 1, 2026 through December 31, 2026. The plan covers the Chairman and Chief Executive Officer, the President, and the Executive Vice President and Chief Financial Officer.
Bonus payouts will depend on two main factors: adjusted earnings per share and customer satisfaction, measured by the percentage of dealerships that meet or exceed manufacturer-defined targets. After the performance period ends, the Compensation Committee will review results and set final bonus amounts by March 15, 2027.
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.
Sonic Automotive president and director Jeff Dyke reported using shares to cover tax withholding on vested restricted stock units. On 02/07/2026 he delivered 6,379 shares of Class A common stock at $62.46 per share, and on 02/08/2026 he delivered 5,346 shares at the same price.
After these transactions he held 593,668 Class A shares directly. He also had 161,622 Class A shares indirectly held through Ash & Erin, LLC, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.
Sonic Automotive (SAH) Chairman and CEO David Bruton Smith, who is also a director and 10% owner, reported two tax-related share transactions in Class A Common Stock. On 02/07/2026 and 02/08/2026, he delivered 9,245 and 12,348 shares, respectively, at $62.46 per share to Sonic Automotive, Inc. to satisfy withholding tax obligations triggered by the vesting of restricted stock units. After these transactions, he directly beneficially owned 532,000 Class A shares. The filing also reports 836,534 Class A shares held indirectly by OBS Family, LLC, for which he disclaims beneficial ownership except to the extent of his pecuniary interest.
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.