Sonic Automotive Inc.

04/02/2026 | Press release | Distributed by Public on 04/02/2026 12:59

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
SMITH DAVID BRUTON
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
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last) (First) (Middle)
C/O SONIC AUTOMOTIVE, INC., 4401 COLWICK ROAD
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
(Street)
CHARLOTTE, NC 28211
4. If Amendment, Date 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
(City) (State) (Zip)
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 03/31/2026 M 13,259 A (1) 545,259 D
Class A Common Stock 03/31/2026 D 13,259 D $68.57 532,000 D
Class A Common Stock 836,534 I by OBS Family, LLC(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
Performance-Based Restricted Stock Units (3) 03/31/2026 M 13,259 (1) (1) Class A Common Stock 13,259 (1) 39,776 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH DAVID BRUTON
C/O SONIC AUTOMOTIVE, INC.
4401 COLWICK ROAD
CHARLOTTE, NC 28211
X X Chairman and CEO

Signatures

/s/ David Bruton Smith 04/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(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.
(3) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Sonic Automotive Inc. published this content on April 02, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 02, 2026 at 19:00 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]