DYKE JEFF 4

What Happened

• Jeff Dyke, President and Director of Sonic Automotive, had 7,534 performance-based restricted stock units (RSUs) vest on March 31, 2026. Those units were converted/settled for cash, resulting in a disposition to the issuer of 7,534 shares at $68.57 per share for proceeds of $516,606.
• The filing shows a conversion/exercise of the derivative award (the RSUs) followed by a cash settlement (disposition to the issuer). This is a sale/cash-settlement of vested awards rather than an open-market sale.

Key Details

• Transaction date: March 31, 2026; Price: $68.57/share; Total proceeds: $516,606.
• Shares owned after transaction: Not specified in the filing; the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest (Footnote F2).
• Footnotes of note:
  • F1: These were part of a 30,135 performance-RSU grant on Feb 5, 2025; 25% (7,534 units) vested March 31, 2026, with remaining tranches scheduled for 2027 and 2028.
  • F3: Each unit can be settled in stock, cash, or a combination at the Compensation Committee’s discretion—this tranche was cash‑settled.
• Filing timeliness: Reported April 2, 2026 for a March 31, 2026 transaction; appears filed within the normal Form 4 reporting window.

Context

• These were performance-based RSUs that vested and were cash-settled (converted and immediately paid out), not an open-market purchase or sale by the insider. Cash settlement of awards is commonly used for tax/administrative reasons and does not necessarily indicate a change in the insider’s view of the company’s stock.