DYKE JEFF 4

What Happened

Jeff Dyke, President and Director of Sonic Automotive, reported receipt of 38,175 performance-based restricted stock units (RSUs) on May 6, 2026. The filing lists the acquisition price as $0.00 because this is a grant/award (derivative award), not a cash purchase. The award’s ultimate value will depend on future performance and the Compensation Committee’s election to settle in shares, cash, or a combination.

Key Details

• Transaction date: 2026-05-06; transaction type: Award/Grant (code A). Reported acquisition price: $0.00.
• Award amount: 38,175 performance-based RSUs.
• Vesting schedule (if performance criteria met): 25% vest on March 31, 2027; 30% vest on February 11, 2028; 45% vest on February 11, 2029.
• Payout mechanics: Each RSU represents a contingent right to one share of Class A common stock, cash, or a mix, at the Compensation Committee’s sole discretion.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Filing timeliness: Report filed 2026-05-06 for a 2026-05-06 transaction (appears timely based on provided dates).

Context

Performance-based RSUs are a form of compensation that vests only if specified performance metrics are met; they are not an immediate purchase or sale of stock. Because settlement can be in shares or cash and is contingent on performance and committee discretion, these awards do not directly signal insider buying or selling intent. Awards can dilute outstanding shares if settled in stock, and their ultimate value depends on future company performance and the committee’s settlement decision.