SMITH DAVID BRUTON 4

What Happened David Bruton Smith (reported as a 10% owner) delivered a total of 21,593 shares of Sonic Automotive (SAH) back to the company to satisfy tax withholding on vested restricted stock units. The transfers occurred in two parts: 9,245 shares on 2026-02-07 at $62.46 each (≈ $577,443) and 12,348 shares on 2026-02-08 at $62.46 each (≈ $771,256). This was a tax-withholding/net-share settlement transaction (routine), not an open-market sale.

Key Details

• Transaction dates and prices: 2026-02-07 — 9,245 shares @ $62.46; 2026-02-08 — 12,348 shares @ $62.46.
• Total shares surrendered: 21,593; total value ≈ $1,348,699.
• Shares owned after transaction: not specified in the provided filing.
• Footnotes: F1 — shares were delivered to Sonic to satisfy withholding tax on RSU vesting; F2 — reporting person disclaims beneficial ownership except for pecuniary interest.
• Filing: Form 4 filed 2026-02-10 reporting the 02-07 and 02-08 transactions (no late-filing flag noted in the supplied data).

Context This was a cashless/net-settlement type transaction to cover tax obligations upon RSU vesting (internal surrender of shares), which is routine and does not necessarily signal a change in the insider’s outlook. As a 10% owner, Smith is a significant shareholder; the filing clarifies the action was for tax withholding rather than an open-market disposition.