DEF 14A of Sonic Automotive Inc, Mar 6, 2026

DEF 14A of Sonic Automotive Inc

Filed Mar 6, 2026 · FY20250001628280-26-015631

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  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board of Directors currently consists of nine members and has no vacancies. On the recommendation of the Nominating and Corporate Governance Committee (the “NCG Committee”) of the Board of Directors, the Board has nominated each of our current directors to stand for reelection at the Annual Meeting. If elected, each nominee will serve until his or her term expires at the 2027 annual meeting of stockholders or until his or her successor is duly elected and qualified. Each nominee has agreed to be named in this Proxy Statement and to serve if elected. All of the nominees were elected to the Board at the 2025 annual meeting of stockholders. Although the Company knows of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxy holders intend to vote your shares for any substitute nominee proposed by the Board. Under our Amended and Restated Bylaws and our Corporate Governance Guidelines, in an uncontested director election, any nominee for director who is an incumbent director and receives a greater number of votes “against” his or her election than votes “for” his or her election must promptly tender his or her resignation to the Secretary of the Company following certification of the stockholder vote for consideration by the Board. In such event, within 120 days following certification of the stockholder vote, the Board will decide, after taking into account the recommendation of the NCG Committee (in each case excluding the nominee(s) in question), whether to accept the resignation. The NCG Committee and the Board may each consider all factors it deems relevant in deciding whether to accept a director’s resignation. Sonic will promptly disclose the Board’s decision and the reasons therefor in a Form 8-K filing with the SEC. The resignation policy set forth in our Amended and Restated Bylaws and our Corporate Governance Guidelines does not apply to contested director elections.

  2. Director Nominees

    Director Nominees We have set forth below information regarding each of the director nominees. The NCG Committee and the Board believe that the experience, qualifications, attributes and skills of the director nominees described below and in the “Corporate Governance and Board of Directors—Board Committees—NCG Committee” section of this Proxy Statement provide the Board with the ability to address the evolving needs of Sonic and to represent the best interests of the Company and its stockholders. David Bruton Smith, 51, was elected as Chairman of the Board in July 2022 and as Chief Executive Officer of Sonic in September 2018. Previously, Mr. Smith served as Sonic’s Executive Vice Chairman and Chief Strategic Officer from March 2018 to September 2018, as Sonic’s Vice Chairman from March 2013 to March 2018 and as an Executive Vice President of Sonic from October 2008 to March 2013. He has been a director of Sonic since October 2008 and has served in Sonic’s organization since 1998. Prior to being named an Executive Vice President and a director in October 2008, Mr. Smith had served as Sonic’s Senior Vice President of Corporate Development since March 2007. Mr. Smith served as Sonic’s Vice President of Corporate Strategy from October 2005 to March 2007, and also served prior to that time as Dealer Operator and General Manager of several Sonic dealerships. Mr. Smith is also a co-owner and a director of Speedway Motorsports, LLC (“Speedway Motorsports”) and a co-owner, an officer and a director of SFC, the largest stockholder of Sonic. He is the brother of Mr. B. Scott Smith and Mr. Marcus G. Smith. Jeff Dyke, 58, was elected to the office of President of Sonic in September 2018 and is responsible for direct oversight for all of Sonic’s retail automotive operations. In addition, Mr. Dyke has been a director of Sonic since July 2019. Mr. Dyke served as Sonic’s Executive Vice President of Operations from October 2008 to September 2018. From March 2007 to October 2008, Mr. Dyke served as Sonic’s Division Chief Operating Officer – Southeast Division, where he oversaw retail automotive operations for the states of Alabama, Florida, Georgia, North Carolina, South Carolina, Tennessee and Texas. Mr. Dyke first joined Sonic in October 2005 as Sonic’s Vice President of Retail Strategy, a position that he held until April 2006, when he was promoted to Division Vice President – Eastern Division, a position he held from April 2006 to March 2007. Prior to joining Sonic, Mr. Dyke worked in the retail automotive industry at AutoNation, Inc. from 1996 to 2005, where he held several positions in divisional, regional and dealership management with that company. William I. Belk, 76, has been a director of Sonic since March 1998 and has served as Sonic’s Lead Independent Director since August 2002. Mr. Belk is currently affiliated with Southeast Investments, N.C., Inc., a FINRA member firm headquartered in Charlotte, North Carolina. Mr. Belk’s past professional experience includes serving as a North Carolina District Court Judge, serving as a partner in the investment banking firm Carolina Financial Group, Inc. and serving in the positions of Chairman and director for certain Belk stores, a retail department store chain. Mr. Belk has also previously served as a director of Monroe Hardware Co., Inc., a wholesaler of hardware materials. Mr. Belk has a JD with an LLM — Taxation and a Master’s in Business Administration. He is also a director of British West Indies Trading Company. William R. Brooks, 76, has been a director of Sonic since its organization in January 1997. Mr. Brooks also served as Sonic’s initial Chief Financial Officer, Treasurer, Vice President and Secretary from January 1997 to April 1997. Mr. Brooks also served as Vice Chairman and Treasurer of Speedway Motorsports until April 2025, positions he held since May 2008 and December 1994, respectively. Mr. Brooks also served as a director of Speedway Motorsports from December 1994 to April 2025. Mr. Brooks previously served as the Chief Financial Officer of Speedway Motorsports from December 1994 to April 2023. Mr. Brooks has also served as an executive officer and a director for various operating subsidiaries of Speedway Motorsports and as an officer and a director of SFC, the largest stockholder of Sonic, prior to becoming a special advisor to Speedway Motorsports and SFC, beginning in April 2025. Before the formation of Speedway Motorsports in December 1994, Mr. Brooks was a Vice President of Charlotte Motor Speedway and a Vice President and a director of Atlanta Motor Speedway. Michael Hodge, 48, has been a director of Sonic since February 2022. Mr. Hodge has served as Executive Vice President, Chief Financial Officer and Assistant Treasurer of Speedway Motorsports since April 2023. Prior to that, Mr. Hodge served as Executive Vice President, Chief Accounting Officer and Assistant Treasurer of Speedway Motorsports from December 2020 to April 2023. From October 2018 to December 2020, Mr. Hodge was Senior Vice President of Finance and Compliance Treasurer of Speedway Motorsports and served in various finance and accounting roles at Speedway Motorsports since 2006. Since 2016, Mr. Hodge has also served as a Vice President of SFC, the largest stockholder of Sonic. Prior to joining Speedway Motorsports, Mr. Hodge was in the internal audit department of a telecommunications company and the audit and assurance practice of Deloitte. Mr. Hodge is a certified public accountant in the State of North Carolina and a member of the American Institute of Certified Public Accountants. Keri A. Kaiser, 62, has been a director of Sonic since July 2020. Ms. Kaiser is the Chief Revenue Officer for Health-E Commerce, a consumer health and wellness online retailer that offers only pre-tax benefit dollar eligible products and services, a position she has held since May 2022. Prior to joining Health-E Commerce, she was the Chief Marketing and Experience Officer of Children’s Health System of Texas (“Children’s Health”), a clinically integrated regional pediatric health care system, from 2018 to January 2022 and Vice President of Marketing and Communications for Children’s Health from 2012 to 2018. Before that, Ms. Kaiser was the Chief Revenue Officer for the AT&T Performing Arts Center in Dallas. Previously, she was a co-founder of Velocity Ventures, worked in brand management with Frito-Lay, and was a founding member of the Strategic Management Consulting Group at Price Waterhouse. B. Scott Smith, 58, has been a director of Sonic since July 2022. Mr. Smith is also a co-owner, an officer and a director of both Speedway Motorsports and SFC, the largest stockholder of Sonic. Mr. Smith is also the co-founder of Sonic, and he served as an executive officer and a director of Sonic from the Company’s organization in January 1997 through September 2018, when he retired from his positions as Chief Executive Officer, President and a director. He is the brother of Mr. David Bruton Smith and Mr. Marcus G. Smith. Marcus G. Smith, 52, has been a director of Sonic since July 2019. Mr. Smith has served as Chief Executive Officer of Speedway Motorsports since February 2015 and became a director of Speedway Motorsports in 2004. Mr. Smith continues to serve as President of Speedway Motorsports, a position he has held since May 2008. Mr. Smith previously served as Chief Operating Officer of Speedway Motorsports from May 2008 to February 2015. Prior to that, Mr. Smith had served as Executive Vice President of National Sales and Marketing for Speedway Motorsports since 2004. Previously, Mr. Smith held various management positions with Speedway Motorsports and its subsidiaries since he joined Speedway Motorsports in 1996. Mr. Smith also serves as an officer and a director of SFC, the largest stockholder of Sonic. He is the brother of Mr. B. Scott Smith and Mr. David Bruton Smith.

  3. Director Nominees

    R. Eugene Taylor, 78, has been a director of Sonic since February 2015. Mr. Taylor has served as a director of First Horizon National Corporation (“First Horizon”), a bank holding company, since November 2017 and served as Vice Chairman of the board of directors of First Horizon until July 2020. Mr. Taylor previously served as Chairman, Chief Executive Officer and President of Capital Bank Financial Corp. (“CBFC”), a bank holding company that he co-founded, from late 2009 until its acquisition by First Horizon in November 2017. Prior to co-founding CBFC, Mr. Taylor spent 38 years at Bank of America Corporation and its predecessor companies, most recently as Vice Chairman of Bank of America and President of Global Corporate & Investment Banking. Mr. Taylor previously served as a director of DHB Capital Corp., a special purpose acquisition company listed on the Nasdaq, until December 2022. Mr. Taylor also previously served as a director of CBFC and Capital Bank, N.A., CBFC’s operating bank subsidiary, as well as Capital Bank Corporation, Green Bankshares, Inc. and TIB Financial Corp., each of which CBFC held controlling interests in prior to its merger into CBFC. The Board of Directors unanimously recommends that you vote “FOR” the election of each of the director nominees. Unless otherwise specified, proxies will be voted “FOR” the election of each of the director nominees.

  4. Board Committees

    Board Committees The Board of Directors has three standing committees: the Audit Committee, the Compensation Committee and the NCG Committee. Each of these committees acts pursuant to a written charter adopted by the Board of Directors. Committee members and committee chairs are appointed by the Board and are identified in the following table:

  5. Board Committees

    | Name | Audit Committee | Compensation Committee | NCG Committee | | David Bruton Smith | | | | | Jeff Dyke | | | | | William I. Belk | Chair | X | X | | William R. Brooks | | | | | Michael Hodge | | | | | Keri A. Kaiser | X | X | Chair | | B. Scott Smith | | | | | Marcus G. Smith | | | | | R. Eugene Taylor | X | Chair | X |

  6. Board Committees

    Set forth below is a summary of the principal functions of each committee. Audit Committee. The Audit Committee appoints Sonic’s independent registered public accounting firm, reviews and approves the scope and results of audits performed by such firm and the Company’s internal auditors, and reviews and approves the independent registered public accounting firm’s fees for audit and non-audit services. It also reviews certain corporate compliance matters and reviews the adequacy and effectiveness of the Company’s internal accounting and financial controls, its significant accounting policies, and its consolidated financial statements and related disclosures. A more detailed description of the Audit Committee’s functions can be found in its charter. The Board of Directors has determined that Mr. Belk qualifies as an “audit committee financial expert” within the meaning of the SEC rules and that each member of the Audit Committee is “financially literate” and has accounting or related financial management expertise, in each case as determined by the Board, in its business judgment. The Audit Committee met five times during fiscal 2025. Compensation Committee. The Compensation Committee serves as the administrator for certain compensation and employee benefit plans of Sonic and annually reviews and determines compensation of all executive officers of Sonic. The Compensation Committee serves as the administrator for the Sonic Automotive, Inc. Supplemental Executive Retirement Plan (the “SERP”), the Sonic Automotive, Inc. 2012 Stock Incentive Plan (the “2012 Stock Incentive Plan”) and certain other employee stock plans, approves individual grants of equity-based compensation under the plans it administers and periodically reviews Sonic’s executive compensation program and takes action to modify programs that yield payments or benefits not closely related to Sonic’s or its executives’ performance. The Compensation Committee also periodically reviews the compensation of the non-employee directors and makes recommendations to the Board of Directors, which determines the amount of such compensation. In formulating its recommendations to the Board, the Compensation Committee considers the recommendations of management and, from time to time, independent consulting firms that specialize in compensation matters. During fiscal 2024, the Compensation Committee engaged Willis Towers Watson to prepare an updated executive compensation peer group study focused on our named executive officers in anticipation of the Compensation Committee’s review process to determine executive compensation for 2025, as more fully described under “Executive Compensation—Compensation Discussion and Analysis—2025 Executive Officer Compensation Program”. A more detailed description of the Compensation Committee’s functions can be found in its charter. In affirmatively determining the independence of any director who will serve on the Compensation Committee, the Board considers all factors specifically relevant to determining whether a director has a relationship to Sonic which is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member. The Compensation Committee met four times during fiscal 2025. NCG Committee. The NCG Committee is responsible for identifying individuals who are qualified to serve as directors of Sonic and for recommending qualified nominees to the Board for election or reelection as directors of Sonic. The NCG Committee will consider director nominees submitted by stockholders in accordance with the provisions of Sonic’s Amended and Restated Bylaws. The NCG Committee is also responsible for recommending to the Board of Directors for the Board’s approval committee members and chairpersons and vice chairpersons of committees of the Board and for establishing a system for, and monitoring the process of, performance reviews of the Board and its committees. In addition, the NCG Committee has primary responsibility for reviewing, evaluating and overseeing Sonic’s policies, procedures and programs relating to ESG and sustainability issues. Finally, the NCG Committee is responsible for developing and recommending to the Board of Directors for the Board’s approval a set of corporate governance guidelines applicable to Sonic and for monitoring compliance with Sonic’s Code of Business Conduct and Ethics. A more detailed description of the NCG Committee’s functions can be found in its charter. The NCG Committee met three times during fiscal 2025. The NCG Committee has a process of identifying and evaluating potential nominees for election as members of the Board of Directors, which includes considering recommendations by management and directors and may include engaging third-party search firms to assist the NCG Committee in identifying and evaluating potential nominees. The NCG Committee is also responsible for reviewing, evaluating and considering qualified nominees recommended by stockholders for election as directors of the Company. The NCG Committee has adopted a policy that potential director nominees shall be evaluated no differently regardless of whether the nominee is recommended by a stockholder, a Board member, the NCG Committee or management. The NCG Committee considers potential nominees for directors from all of these sources, develops information from many sources concerning the potential nominee, evaluates the potential nominee as to the qualifications that the NCG Committee and the Board have established and in light of the current skill, background and experience of the Board’s members and the future and ongoing needs of the Company and makes a decision whether to recommend any potential nominee for consideration for election as a member of the Board of Directors. Sonic’s qualification standards for directors are set forth in its Corporate Governance Guidelines. These standards include the director’s or nominee’s: •independent judgment; •ability to qualify as an “independent director” (as defined under the applicable NYSE rules and SEC rules); •ability to broadly represent the interests of all of the Company’s stockholders and other constituencies; •maturity and experience in policy making decisions; •time commitments, including service on other boards of directors; •business skills, background and relevant expertise that are useful to Sonic and its future needs; •willingness and ability to serve on committees of the Board of Directors; and •other factors relevant to the NCG Committee’s determination. As stated in Sonic’s Corporate Governance Guidelines, the Board of Directors should be composed ideally of persons having a diversity of skills, background and expertise that are useful to Sonic and its future and ongoing needs. With this goal in mind, when considering potential nominees for the Board of Directors, the NCG Committee considers the standards above and each potential nominee’s individual qualifications in light of the composition and needs of the Board of Directors at such time and its anticipated composition and needs in the future, but a director nominee should not be chosen nor excluded based on race, color, gender, national origin or sexual orientation. Based on this process, the NCG Committee recommended that Messrs. David Bruton Smith, Jeff Dyke, William I. Belk, William R. Brooks, Michael Hodge, B. Scott Smith, Marcus G. Smith and R. Eugene Taylor and Ms. Keri A. Kaiser be nominated for reelection to the Board of Directors at the Annual Meeting. In determining each nomination was appropriate and that each nominee is qualified to serve on the Board of Directors, the NCG Committee considered the following:

  7. Board Committees

    David Bruton Smith: Mr. Smith has over 27 years of experience working in the automobile dealership industry. Mr. Smith has served as Sonic’s Chairman of the Board since July 2022 and Sonic’s Chief Executive Officer since September 2018 and served in other key roles as a manager and officer of Sonic over his more than 25 years of employment with the Company, including as Executive Vice Chairman and Chief Strategic Officer of Sonic from March 2018 to September 2018 and as Vice Chairman of Sonic from March 2013 to March 2018. Mr. Smith is the brother of Mr. B. Scott Smith and Mr. Marcus G. Smith, and owns, directly and indirectly, a significant percentage of Sonic’s outstanding Common Stock that provides him, together with the other members of the Smith family, with majority voting control of Sonic. Mr. Smith has served as a director of Sonic since October 2008. Jeff Dyke: Mr. Dyke has significant expertise in the retail automotive industry, having worked in the industry since 1996. Mr. Dyke has served as President of Sonic since September 2018, where he is responsible for direct oversight for all of the Company’s retail automotive operations. Mr. Dyke served as Sonic’s Executive Vice President of Operations from October 2008 to September 2018 and in various other management positions with Sonic since joining the Company in 2005. Prior to joining Sonic, Mr. Dyke worked in the retail automotive industry at AutoNation, Inc. from 1996 to 2005, where he held several positions in divisional, regional and dealership management with that company. Mr. Dyke has served as a director of Sonic since July 2019. William I. Belk: Mr. Belk has extensive consumer retail experience, serving in many positions of responsibility over a lengthy previous career at Belk stores, a retail department store chain. Mr. Belk also has experience as a director of other organizations. Mr. Belk has served as a director of Sonic and as a member of the Audit Committee and the Compensation Committee of the Board since March 1998, including as Chair of the Audit Committee since April 2022, and as a member of the NCG Committee of the Board since December 2014. Mr. Belk has also served as Sonic’s Lead Independent Director since August 2002. William R. Brooks: Mr. Brooks has significant accounting and financial management expertise, having served as Chief Financial Officer of Speedway Motorsports from 1994 to 2023 and as Treasurer and a director of Speedway Motorsports from 1994 to April 2025. Mr. Brooks also served as an officer and a director of SFC, the largest stockholder of Sonic, until April 2025. Mr. Brooks has served as a director of Sonic since the Company’s organization in January 1997. Michael Hodge: Mr. Hodge has significant accounting and financial management expertise, having served as Executive Vice President, Chief Financial Officer and Assistant Treasurer of Speedway Motorsports since April 2023, as Executive Vice President, Chief Accounting Officer and Assistant Treasurer of Speedway Motorsports from December 2020 to April 2023, as Senior Vice President of Finance and Compliance Treasurer of Speedway Motorsports from October 2018 to December 2020 and in various finance and accounting roles at Speedway Motorsports since 2006. Mr. Hodge is a certified public accountant in the State of North Carolina and a member of the American Institute of Certified Public Accountants. Mr. Hodge has served as a director of Sonic since February 2022. Keri A. Kaiser: Ms. Kaiser has significant business experience, including executive leadership roles across multiple industries. Ms. Kaiser has served as the Chief Revenue Officer for Health-E Commerce since May 2022. In addition to having served as Chief Marketing and Experience Officer of Children’s Health from 2018 to January 2022 and as Vice President of Marketing and Communications for Children’s Health from 2012 to 2018, Ms. Kaiser was the Chief Revenue Officer for the AT&T Performing Arts Center in Dallas and was a co-founder of Velocity Ventures, after working in brand management with Frito-Lay and being a founding member of the Strategic Management Consulting Group at Price Waterhouse. Ms. Kaiser has served as a director of Sonic since July 2020 and as a member of the Audit Committee, the Compensation Committee and the NCG Committee of the Board since October 2020, including as Chair of the NCG Committee since February 2022. B. Scott Smith: Mr. Smith is a co-owner, an officer and a director of both Speedway Motorsports and SFC, the largest stockholder of Sonic. Mr. Smith is a co-founder of Sonic, and he served as an executive officer and a director of Sonic from the Company’s organization in January 1997 through September 2018, when he retired from his positions as Chief Executive Officer, President and a director. Mr. Smith is the brother of Mr. David Bruton Smith and Mr. Marcus G. Smith, and he owns, directly and indirectly, a significant percentage of Sonic’s outstanding Common Stock that provides him, together with the other members of the Smith family, with majority voting control of Sonic. Mr. Smith has served as a director of Sonic since July 2022. Marcus G. Smith: Mr. Smith has significant experience working in the automotive industry. Mr. Smith has served as Chief Executive Officer of Speedway Motorsports since February 2015 and as President of Speedway Motorsports since May 2008. Mr. Smith has also been a director of Speedway Motorsports since 2004. Mr. Smith previously served as Chief Operating Officer of Speedway Motorsports from May 2008 to February 2015 and in various other management positions with Speedway Motorsports and its subsidiaries since he joined Speedway Motorsports in 1996. Mr. Smith also serves as an officer and a director of SFC, the largest stockholder of Sonic. Mr. Smith is the brother of Mr. B. Scott Smith and Mr. David Bruton Smith, and owns, directly and indirectly, a significant percentage of Sonic’s outstanding Common Stock that provides him, together with the other members of the Smith family, with majority voting control of Sonic. Mr. Smith has served as a director of Sonic since July 2019. R. Eugene Taylor: Mr. Taylor has significant management experience and expertise in the banking and finance industry, having served as a director of First Horizon since November 2017 and as Vice Chairman of the board of directors of First Horizon from November 2017 to July 2020. Mr. Taylor previously served as Chairman, Chief Executive Officer and President of CBFC from late 2009 to November 2017. Prior to co-founding CBFC, Mr. Taylor spent 38 years at Bank of America Corporation and its predecessor companies, most recently as Vice Chairman of Bank of America and President of Global Corporate & Investment Banking. Mr. Taylor also has experience as a director of other organizations. Mr. Taylor has served as a director of Sonic since February 2015 and as a member of the Audit Committee of the Board since April 2022 and as a member of the Compensation Committee and the NCG Committee of the Board since April 2015, including as Chair of the Compensation Committee since January 2016 and as Vice Chair of the NCG Committee since April 2015.

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The table below sets forth the compensation paid to each non-employee director who served on the Board in fiscal 2025. Directors who are also employees of Sonic (in fiscal 2025, Messrs. David Bruton Smith and Jeff Dyke) do not receive compensation (other than their compensation as employees of Sonic) for their service on the Board of Directors.

  9. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | | Stock Awards ($) (1)(2) | | All Other Compensation ($) (3) | | Total ($) | | | William I. Belk | | 137,500 | | 200,921 | | 21,814 | | 360,235 | | William R. Brooks | | 100,000 | | 206,091 | | 12,712 | | 318,803 | | Michael Hodge | | 52,500 | | 254,969 | | 36,558 | | 344,027 | | Keri A. Kaiser | | 107,500 | | 216,372 | | 40,232 | | 364,101 | | B. Scott Smith | | — | | 309,077 | | 34,499 | | 343,576 | | Marcus G. Smith | | — | | 309,077 | | 83,030 | | 392,107 | | R. Eugene Taylor | | 128,750 | | 200,921 | | 20,990 | | 350,661 |

  10. DIRECTOR COMPENSATION

    (1) The non-employee directors had the following stock awards outstanding as of December 31, 2025:

  11. DIRECTOR COMPENSATION

    | Name | Outstanding Stock Awards (#) | | William I. Belk | 3,342 | | William R. Brooks | 3,428 | | Michael Hodge | 4,241 | | Keri A. Kaiser | 3,599 | | B. Scott Smith | 5,141 | | Marcus G. Smith | 5,141 | | R. Eugene Taylor | 3,342 |

  12. DIRECTOR COMPENSATION

    (2) The dollar amount shown for these stock awards represents the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation. See Note 10 to Sonic’s consolidated financial statements included in its Annual Report on Form 10-K for fiscal 2025 for the valuation assumptions used in determining the fair value of the awards. These amounts reflect the accounting expense and do not correspond to the actual value that will be recognized by the directors. (3) The amounts shown in this column include the imputed value of demonstrator vehicles provided by the Company. The value assigned to the demonstrator vehicles was calculated under rules established by the Internal Revenue Service (the “IRS”). The aggregate incremental cost of the demonstrator vehicles to the Company is not calculable because those vehicles are provided to the directors by its dealership subsidiaries. The amounts shown in this column also include cash dividend equivalents paid with respect to restricted stock unit awards and, for Mr. B. Scott Smith, premiums paid on a legacy $400,000 group term life insurance policy. Each non-employee director is entitled to receive an annual cash retainer of $105,000, payable in quarterly installments. However, eligible non-employee directors instead may make an advance election to convert all or part of their annual cash retainer of $105,000 to restricted stock units that would be added to, and granted at the same time and generally on the same terms and conditions as, the annual restricted stock unit award for which they are eligible under the 2012 Formula Plan, as described further below. In addition to the applicable annual cash retainer for service as a non-employee director, additional cash retainers apply for non-employee directors in Board leadership positions. Sonic’s Lead Independent Director, Compensation Committee Chair and NCG Committee Chair each receive an additional annual cash retainer of $12,500, payable in quarterly installments. Sonic’s Audit Committee Chair receives an additional annual cash retainer of $20,000, payable in quarterly installments. The Vice Chair of any Board committee receives an additional annual cash retainer of $6,250, payable in quarterly installments. Each non-employee director also is entitled to receive a demonstrator vehicle for personal use. Non-employee directors also are eligible to participate in the Sonic Automotive, Inc. Deferred Compensation Plan (the “Deferred Plan”) and may elect to defer up to 100% of their annual cash retainers under the Deferred Plan. No non-employee directors elected to participate in the Deferred Plan for fiscal 2025. In accordance with the 2012 Formula Plan, non-employee directors receive automatic grants of either restricted stock units or, subject to the non-employee director’s timely election, deferred restricted stock units during each year of service. The automatic grants are made to eligible non-employee directors on the first business day following each annual meeting of Sonic’s stockholders. The number of restricted stock units or deferred restricted stock units, as applicable, granted to an eligible non-employee director each year equals (i) $195,000 (or such applicable higher amount based upon the individual non-employee director’s timely election to convert all or part of the director’s annual cash retainer of $105,000 to additional restricted stock units) divided by (ii) the average closing price of the Class A Common Stock on the NYSE for the 20 trading days immediately prior to the grant date (rounded up to the nearest whole share). Generally, subject to the director’s continued service on the Board, the restricted stock unit award (whether restricted stock units or deferred restricted stock units) will vest in full on the first anniversary of the grant date or, if earlier, the day before the next annual meeting of Sonic’s stockholders following the grant date. If a non-employee director initially becomes a member of the Board during any calendar year, but after the annual meeting of Sonic’s stockholders for that year, the non-employee director will receive a restricted stock unit grant valued at $195,000 upon his or her election to the Board with the number of shares determined as described above and, subject to the director’s continued service on the Board, the restricted stock units generally will vest in full on the first anniversary of the grant date. Restricted stock units will be settled in the form of shares of Class A Common Stock as soon as administratively practical following the applicable vesting date, and in any event, within 30 days thereafter, unless the non-employee director timely elected deferred restricted stock units in accordance with the 2012 Formula Plan. Neither restricted stock units nor deferred restricted stock units may be sold, assigned, pledged or otherwise transferred, whether vested or unvested. A director with restricted stock units or deferred restricted stock units will not have voting or any other stockholder rights or ownership interest in shares of Class A Common Stock with respect to which the units are granted, although the director may be credited with dividend equivalents in accordance with the 2012 Formula Plan. Dividend equivalents are subject to the same vesting, settlement and other relevant terms, conditions and restrictions as the annual restricted stock units or deferred restricted stock units to which they relate, except that vested dividend equivalents will be paid in cash. The 2012 Formula Plan provides that, unless and until settled, any such dividend equivalents are retained by the Company on behalf of the director and credited and accumulate without interest. If annual or deferred restricted stock units are forfeited, any dividend equivalents attributable thereto also are forfeited. Except in the event of a termination of service immediately prior to or upon a “change in control” (as defined in the 2012 Formula Plan) of Sonic, if a director’s service on the Board terminates for any reason other than death or “disability” (as defined in the 2012 Formula Plan), all of the director’s restricted stock units or, if applicable, all of the director’s deferred restricted stock units, not vested at the time of such termination are forfeited. If a director’s service on the Board terminates immediately prior to or upon a change in control of Sonic or due to his or her death or disability, all of the director’s restricted stock units or, if applicable, all of the director’s deferred restricted stock units will become fully vested. Upon either the consummation of a tender offer or exchange offer that constitutes a change in control of Sonic or the third business day prior to the effective date of any other change in control of Sonic, all outstanding restricted stock units and deferred restricted stock units will become fully vested.

  13. Annual Cash Compensation

    Annual Cash Compensation Annual cash compensation for Sonic’s Named Executive Officers generally consists primarily of a base salary and the potential for a performance-based cash bonus. The annual base salary and cash bonus compensation for its Named Executive Officers for 2025 was targeted to be competitive principally in relation to other retail automotive companies. While the Compensation Committee analyzes the competitiveness of annual cash compensation paid by Sonic to its executives with reference to data from comparable companies, the Compensation Committee has not adopted any specific benchmarks for compensation of Sonic’s executives in comparison to other companies. Base Salary for 2025 The base salaries of Sonic’s Named Executive Officers and adjustments to their base salaries are generally based upon an evaluation of each executive’s performance by the Compensation Committee, executive compensation of comparable companies and management’s recommendations. The Compensation Committee’s evaluation includes non-quantitative factors, such as each such executive officer’s individual experience, contributions and current responsibilities, the compensation of similarly situated executive officers of comparable companies, the performance of each executive officer during the prior calendar year (including subjective evaluations of each executive officer’s performance during the prior calendar year and subjective and objective evaluations of the performance of business units and functions under the particular executive officer’s supervision), as well as the Company’s operating and financial performance during the prior calendar year. In February 2025, the Compensation Committee reviewed the current structure of executive compensation for the Named Executive Officers, including base salaries. Giving consideration to these factors and management’s recommendations, the Compensation Committee approved base salary increases on February 5, 2025, retroactively effective as of January 1, 2025, for the Named Executive Officers in the following amounts: Mr. David Bruton Smith, from $1,336,366 to $1,737,276; Mr. Jeff Dyke, from $1,193,230 to $1,491,538; and Mr. Heath R. Byrd, from $930,000 to $1,023,000. Performance-Based Cash Bonus for 2025 The Company previously adopted the Sonic Automotive, Inc. Incentive Compensation Plan (the “Incentive Compensation Plan”) and established annual performance-based cash bonus programs under the Incentive Compensation Plan intended to meet the requirements for performance-based compensation for which the Company could deduct compensation expense under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), although the Company always reserved the right to pay discretionary bonuses and other types of compensation that would not be deductible under Section 162(m) of the Code, including arrangements outside of the Incentive Compensation Plan. The Tax Cuts and Jobs Act of 2017 (the “Tax Act”) repealed the exemption for qualified performance-based compensation under Section 162(m) of the Code for purposes of Section 162(m)’s deduction limit for taxable years beginning after December 31, 2017. Since the performance-based exception to Section 162(m)’s deduction limit is no longer available for new awards and therefore certain constraints under the Incentive Compensation Plan are no longer applicable, the Compensation Committee deemed it to be in the best interests of the Company and its stockholders to establish a 2025 annual cash bonus program for the Named Executive Officers outside of the Incentive Compensation Plan, while still maintaining a performance-based approach by setting performance objectives and other parameters applicable to bonus compensation for the Named Executive Officers with respect to 2025. After consideration of management’s recommendations and the other factors previously described, on February 5, 2025, the Compensation Committee established the 2025 annual incentive cash bonus program which included objective, performance-based goals and potential bonus award amounts for Messrs. David Bruton Smith, Jeff Dyke and Heath R. Byrd for the performance period beginning January 1, 2025 and ending December 31, 2025, while also allowing the Compensation Committee the flexibility to inform its determination of bonus amounts based on both the pre-determined performance objectives and a subjective assessment of the individual’s achievements and other factors. The Compensation Committee established two categories of performance goals for each of the Named Executive Officers: defined adjusted earnings per share (“Adjusted EPS”) levels and customer satisfaction performance for Sonic’s franchised dealerships. Adjusted EPS was specially defined under the 2025 bonus program and selected as the primary performance goal in order to align the Named Executive Officers’ cash bonuses with profitability realized by the Company during 2025. The Compensation Committee also set customer satisfaction index (“CSI,” as described below) performance goals based on the percentage of Sonic’s franchised dealerships that meet or exceed specified objectives, as reported by the respective manufacturers for such dealership brands. The amount of potential performance-based cash bonus for the Named Executive Officers was based on a percentage of their respective base salary earned during the 2025 performance period, with such cash bonuses (if any) to be paid as soon as administratively practicable following the Compensation Committee’s determination of the extent to which the specified performance goals were achieved and its determination of the appropriate bonus amounts. For purposes of the performance goals in 2025, Adjusted EPS was defined as (i) Sonic’s net income from continuing operations determined in accordance with GAAP, adjusted to fix the income tax rate on net income at 27.5% and to take into account the timing of the disposition of dealerships during 2025 such that the budget and actual performance of dealerships disposed of during 2025 are included in the calculation of Adjusted EPS performance objective levels and Adjusted EPS only for the period up to the date of such disposition, and excluding the effects of (A) any gain or loss recognized by Sonic on the disposition of dealerships (including asset or lease impairment charges related to a decision to sell a specific dealership), (B) asset write-downs and impairment charges, (C) debt restructuring charges and costs, (D) expense attributable to earn-out and similar transaction-related payments with respect to acquisitions, (E) any assessed withdrawal liability against Sonic and/or any of Sonic’s subsidiaries (or related settlement) with respect to any of Sonic’s dealership subsidiaries that participate in or have participated in the Automotive Industries Pension Plan (a multiemployer pension plan), (F) property loss, business interruption loss of earnings, extra operational costs, direct recovery costs and/or replacement expense attributable to acts of God or nature, or a cyberattack upon Sonic or any of Sonic’s key vendors, which loss or expense would have been covered under Sonic’s applicable insurance policies but for an applicable deductible, and any actual financial recoveries under such insurance policies, (G) certain other designated items such as expenses attributable to the renovation and/or reconstruction of the Audi Houston Central dealership building (net of litigation or settlement recoveries in the related pending construction litigation), and (H) the cumulative effect of any changes in GAAP during 2025, divided by (ii) a diluted weighted average share count for Sonic’s fiscal year ended December 31, 2025, determined in accordance with GAAP.

  14. Annual Cash Compensation

    | 2025 Adjusted EPS | Bonus as Percentage of Base Salary | | Less Than Minimum Objective ($4.48) | 0% | | Minimum Objective: $4.48 | 50% | | Interim Objective: $5.04 | 90% | | Target Objective: $5.60 | 100% | | Maximum Objective: $6.72 or more | 300% |

  15. Annual Cash Compensation

    | Franchised Dealerships Achieving Manufacturer’s CSI Performance Standard as of December 31, 2025 | Bonus as Percentage of Base Salary | | Less Than Minimum Objective (70%) | 0% | | Minimum Objective: 70% | 5% | | Target Objective: 75% | 15% | | Maximum Objective: 80% or more | 25% |

  16. Long-Term Equity Compensation

    Long-Term Equity Compensation Named Executive Officer Annual Grants for 2025 The Compensation Committee believes that equity-based compensation is an effective means of aligning the long-term interests of Sonic’s key officers and employees with those of its stockholders, to provide incentives to, and to attract and retain and to encourage equity ownership by, key officers and employees who provide services to Sonic and its subsidiaries upon whose efforts Sonic’s success and future growth depends. Sonic’s long-term equity compensation program currently is based principally upon awards of performance-based restricted stock units under the 2012 Stock Incentive Plan. The size of awards of restricted stock units is based generally upon a subjective evaluation of the executive’s performance by the Compensation Committee, executive compensation of comparable companies and management’s recommendations submitted to the Compensation Committee. The Compensation Committee’s evaluation considers a number of non-quantitative factors, including the responsibilities of the individual executive officers for and their contributions to Sonic’s operating results (including in relation to other recipients of Sonic equity awards) and their expected future contributions, as well as prior awards to the particular executive officer. On February 5, 2025, the Compensation Committee approved the grant of performance-based restricted stock units to the Named Executive Officers of Sonic for the 2025 calendar year under the 2012 Stock Incentive Plan in the following amounts: Mr. David Bruton Smith, 53,035 restricted stock units; Mr. Jeff Dyke, 30,135 restricted stock units; and Mr. Heath R. Byrd, 23,487 restricted stock units. These restricted stock units were subject to forfeiture based upon Sonic’s achievement of designated Adjusted EPS objectives for the 2025 calendar year, with the calculation of Adjusted EPS as defined and determined by the Compensation Committee for the executive officers’ annual cash bonus terms for 2025 (see “—Annual Cash Compensation—Performance-Based Cash Bonus for 2025”). The Compensation Committee chose Adjusted EPS performance for the restricted stock units for the same reason as it was chosen to be the primary performance criterion for performance-based cash bonuses, as set forth above. The Compensation Committee chose to establish a one-year Adjusted EPS performance condition primarily because of the difficulty of providing an accurate forecast for Sonic’s EPS for a three-year future period. Depending on the extent to which Sonic met the specified Adjusted EPS performance objectives, the restricted stock units granted to the Named Executive Officers were subject to performance-based forfeiture. In determining the grant levels and the performance-based forfeiture provisions for these restricted stock unit awards, the Compensation Committee’s assessment took into account the information presented in the executive compensation peer group report from Willis Towers Watson previously referenced above. This report indicated that our approach toward the equity compensation component of Mr. David Bruton Smith’s compensation generally lagged behind the general equity compensation practices of retail automotive peer group members for their chief executive officers. In an effort to better align the equity compensation of our Chief Executive Officer with general competitive compensation levels and practices within this peer group, the Compensation Committee awarded a larger number of restricted stock units to Mr. David Bruton Smith than to the other Named Executive Officers. Based on the extent to which the specified Adjusted EPS performance objectives were achieved, the restricted stock units granted in 2025 to the Named Executive Officers were subject to performance-based forfeiture as follows:

  17. Long-Term Equity Compensation

    | 2025 Adjusted EPS | Percentage of Restricted Stock Unit Grant to Remain Outstanding | | 105% of Target Objective | 100% (No forfeiture) | | 100% of Target Objective | 90.91% (9.09% forfeiture) | | 75% of Target Objective | 81.82% (18.18% forfeiture) | | Less than 75% of Target Objective | 0% (100% forfeiture) |

  18. Long-Term Equity Compensation

    For Adjusted EPS performance below 75% of the Adjusted EPS target objective, the restricted stock unit grants would be forfeited in their entirety. For Adjusted EPS performance from 75% to 100% of the Adjusted EPS target objective or between 100% and 105% of the Adjusted EPS target objective, the percentage of restricted stock unit grants that would remain outstanding would be determined on a pro rata basis between the two applicable objective levels. Subject to adjustment based on achievement of designated Adjusted EPS objectives for the 2025 calendar year, the terms of the performance-based restricted stock unit awards for Messrs. David Bruton Smith, Jeff Dyke and Heath R. Byrd provide that such awards generally vest in three annual installments subject to continued service, with 25% scheduled to vest on March 31, 2026, 30% scheduled to vest on February 5, 2027 and 45% scheduled to vest on February 5, 2028. The terms of the awards also provide that vested restricted stock units will be settled by Sonic in the form of an equivalent number of shares of Class A Common Stock, cash based on the value of such shares on the vesting date, or a combination of cash and shares of Class A Common Stock, with the Compensation Committee to determine the form of settlement in its discretion. As a result of the Company’s Adjusted EPS achievement for 2025 of 120% of the Adjusted EPS target objective as certified by the Compensation Committee, the performance-based restricted stock unit awards described above were not subject to forfeiture and approved to remain outstanding as follows: Mr. David Bruton Smith, 53,035 restricted stock units; Mr. Jeff Dyke, 30,135 restricted stock units; and Mr. Heath R. Byrd, 23,487 restricted stock units. The Compensation Committee has determined that the portion of these awards that is scheduled to vest on March 31, 2026 will be settled in the form of cash. For additional details concerning the restricted stock units granted to the executive officers during the 2025 calendar year as well as restricted stock units held by the executive officers during the 2025 calendar year, see “—Summary Compensation Table,” “—Grants of Plan-Based Awards During 2025,” “—Outstanding Equity Awards at Fiscal 2025 Year-End” and “—Option Exercises and Stock Vested During 2025.” Also see “—Potential Payments Upon Termination or Change in Control” for more information about how termination of employment or a change in control may affect the restricted stock units. Special Retention Grant for Mr. Jeff Dyke, President The Compensation Committee previously awarded a special retention grant effective May 6, 2015 to Mr. Jeff Dyke, President of Sonic (Executive Vice President of Operations of the Company at the time of grant), in the form of 1,000,000 performance-based restricted stock units (the “Dyke Retention Units”). The Compensation Committee views Mr. Dyke as a key employee to the success of the Company and believed it to be in the best interests of the Company and its stockholders to provide him with a significant long-term incentive intended to encourage him to continue his employment with the Company. The Dyke Retention Units also were granted in consideration of Mr. Dyke’s agreement to certain restrictive covenants, including non-competition, non-solicitation and non-disclosure restrictions. In accordance with the Performance-Based Restricted Stock Unit Agreement for Retention Grant, dated May 6, 2015, between the Company and Mr. Dyke (the “Dyke Retention Unit Agreement”), vesting of the Dyke Retention Units was subject first to a performance condition tied to the Company’s achievement of at least one of two performance goals for the 2016 calendar year — a designated net income performance goal of at least $75 million or a designated revenue performance goal of at least $8.5 billion from both continuing and discontinued operations, each to be determined according to GAAP. If neither of the 2016 performance goals was achieved, then the Dyke Retention Units would not vest and would be forfeited in their entirety. If either of the 2016 performance goals was met, then the Dyke Retention Units generally would be scheduled to vest over a 15-year period in three equal installments on May 6, 2020, May 6, 2025 and May 6, 2030, respectively, subject to Mr. Dyke’s continued employment with Sonic. As a result of the Company’s net income of more than $93.0 million and revenue performance of more than $9.7 billion for calendar year 2016 as certified by the Compensation Committee, the performance condition for the Dyke Retention Units was met and therefore the Dyke Retention Units remain outstanding and subject to vesting based on his continued service as described above. The Dyke Retention Units are subject to forfeiture to the extent unvested if Mr. Dyke’s employment with the Company terminates, except under certain circumstances, or he violates the restrictive covenants that are incorporated in the Dyke Retention Unit Agreement or in any other agreement he has with the Company. For more information about the restrictive covenants in the Dyke Retention Unit Agreement, see “—Employment Agreements and Change in Control Agreements—Performance-Based Restricted Stock Unit Agreement for Retention Grant with Mr. Jeff Dyke, President.” If prior to May 6, 2030, Mr. Dyke’s employment is terminated by the Company without “cause” (as defined in the Dyke Retention Unit Agreement) or his employment ends due to his death or “disability” (as defined in the Dyke Retention Unit Agreement), he will vest in a pro rata portion of the Dyke Retention Units (to the extent not yet vested). In the event of a “change in control” (as defined in the Dyke Retention Unit Agreement) prior to May 6, 2030, any unvested Dyke Retention Units will become fully vested. For more information about the Dyke Retention Units in the event of Mr. Dyke’s termination of employment or a change in control, see “—Potential Payments Upon Termination or Change in Control.” Upon vesting, the Dyke Retention Units will be settled in the form of an equivalent number of shares of the Company’s Class A Common Stock. The Dyke Retention Units are not eligible for dividend equivalents or voting rights. Special Retention Grant for Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer On February 9, 2022, the Compensation Committee approved a special retention grant to Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer, in the form of 75,000 restricted stock units (the “Byrd Retention Units”). The Compensation Committee views Mr. Byrd as a key employee to the success of the Company and believed it to be in the best interests of the Company and its stockholders to provide him with a significant long-term incentive intended to encourage him to continue his employment with the Company. The Byrd Retention Units also were granted in consideration of Mr. Byrd’s agreement to certain restrictive covenants, including non-competition, non-solicitation and non-disclosure restrictions. In accordance with the Restricted Stock Unit Agreement for Retention Grant, dated February 9, 2022, between the Company and Mr. Byrd (the “Byrd Retention Unit Agreement”), a five-year cliff vesting schedule generally applies to the Byrd Retention Units with full vesting to occur on February 9, 2027, subject to Mr. Byrd’s continued employment with Sonic.

  19. Long-Term Equity Compensation

    The Byrd Retention Units are subject to forfeiture if Mr. Byrd’s employment with the Company terminates prior to February 9, 2027, except under certain circumstances, or he violates the restrictive covenants that are incorporated in the Byrd Retention Unit Agreement or in any other agreement he has with the Company. For more information about the restrictive covenants in the Byrd Retention Unit Agreement, see “—Employment Agreements and Change in Control Agreements—Restricted Stock Unit Agreement for Retention Grant with Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer.” If prior to February 9, 2027, Mr. Byrd’s employment is terminated by the Company without “cause” (as defined in the Byrd Retention Unit Agreement) or his employment ends due to his death or “disability” (as defined in the Byrd Retention Unit Agreement), he will vest in a pro rata portion of the Byrd Retention Units. In the event of a “change in control” (as defined in the Byrd Retention Unit Agreement) prior to February 9, 2027, the Byrd Retention Units will become fully vested. For more information about the Byrd Retention Units in the event of Mr. Byrd’s termination of employment or a change in control, see “—Potential Payments Upon Termination or Change in Control.” Upon vesting, the Byrd Retention Units will be settled in the form of an equivalent number of shares of the Company’s Class A Common Stock. The Byrd Retention Units are not eligible for dividend equivalents or voting rights.

  20. Supplemental Executive Retirement Plan

    Supplemental Executive Retirement Plan The SERP was adopted effective as of January 1, 2010. The SERP is a nonqualified deferred compensation plan that is considered unfunded for federal tax purposes and intended for a select group of management or highly compensated employees. The Compensation Committee adopted the SERP in order to attract and retain key employees by providing a retirement benefit in addition to the benefits provided by Sonic’s tax-qualified and other nonqualified deferred compensation plans. The Compensation Committee selects the employees who will become SERP participants and designates each such employee as a Tier 1 participant, Tier 2 participant or Tier 3 participant. Mr. Jeff Dyke, President, was designated as a Tier 1 participant in the SERP effective as of January 1, 2010 (when he was Executive Vice President of Operations). Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer, originally was designated as a Tier 3 participant in the SERP effective as of May 1, 2010 (when he was Vice President and Chief Information Officer), but was redesignated as a Tier 1 participant in the SERP effective as of April 1, 2013 in connection with his promotion to Executive Vice President and Chief Financial Officer at that time. Participation in the SERP is subject to execution of a participation agreement. Mr. David Bruton Smith is not a participant in the SERP. Subject to a specified vesting schedule, the SERP generally provides a retirement benefit in the form of an annual payment for a period of 15 years, with the annual payment based on a specified percentage of the participant’s “final average salary.” The annual payment for a Tier 1 participant is based on 50% of final average salary. The annual payment for a Tier 2 participant is based on 40% of final average salary. The annual payment for a Tier 3 participant is based on 35% of final average salary. “Final average salary” generally means the average of the participant’s highest three annual base salaries during the last five plan years prior to the participant’s separation from service with Sonic. A participant is generally eligible for the vested portion of his or her SERP benefit upon normal retirement after reaching age 65 or age 55 with at least 10 years of employment with Sonic. If a participant leaves Sonic before qualifying for normal retirement, the participant’s SERP benefit generally is reduced for early retirement (in addition to application of the vesting schedule). The vested benefit is reduced by 10% for each year the participant’s payment commencement date precedes the earliest date the participant would have been eligible for normal retirement. However, the early retirement reduction does not apply to eligible participants following a change in control of Sonic. See the discussion under “—Pension Benefits for 2025” below for further information about the SERP.

  21. Change in Control and Severance Arrangements

    Change in Control and Severance Arrangements Effective May 6, 2015, the Compensation Committee approved, and the Company entered into, a Change in Control Agreement with each of Mr. Jeff Dyke and Mr. Heath R. Byrd (each, a “Change in Control Agreement, and, collectively, the “Change in Control Agreements”). The Compensation Committee determined that it was in the best interests of the Company and its stockholders to take steps intended to assure that the Company will have the continued dedication of Mr. Dyke and Mr. Byrd, notwithstanding the possibility, threat or occurrence of a change in control of the Company. The Change in Control Agreements provide that if Mr. Dyke or Mr. Byrd were to incur an excise tax under Section 4999 of the Code as a result of parachute payments or benefits to be provided in connection with a change in control of the Company, the Company will pay him a “gross-up” amount sufficient to put him in the same after-tax position in which he would have been had he not incurred any excise tax liability under Section 4999 of the Code. The Compensation Committee believes, in its judgment, that it is imperative to take efforts to diminish the inevitable distraction to Mr. Dyke and Mr. Byrd that would be created by a pending or threatened change in control by mitigating the personal tax consequences he may face in such circumstance, and to encourage his full attention and dedication to the Company currently and in the event of any pending or threatened change in control. We do not have a formal severance plan. However, our Employment Agreement (as hereinafter defined) with Mr. Byrd provides for the payment of severance in the event of a termination of his employment by the Company other than for “cause” (as defined in the Employment Agreement). In addition, the 2012 Stock Incentive Plan and related equity award agreements, including those of our Named Executive Officers, provide for certain accelerated vesting in the event of death, disability, termination without cause or in certain circumstances involving a change in control. The SERP also provides for full vesting in the event of a change in control as well as a lump sum payment if a participant separates from service with the Company within 24 months following a change in control. For more information about potential payments in connection with a termination of employment and change in control, see “—Employment Agreements and Change in Control Agreements—Change in Control Agreements with Mr. Jeff Dyke and Mr. Heath R. Byrd” and “—Potential Payments Upon Termination or Change in Control.”

  22. Practices Related to Grant of Certain Equity Awards

    Practices Related to Grant of Certain Equity Awards While we do not have a formal policy with respect to the timing of awards of stock options, stock appreciation rights, or similar option-like instruments, our Compensation Committee typically does not grant such awards, with these types of awards having last been granted almost six years ago. The Company has not timed the release of material nonpublic information for the purpose of affecting the value of executive compensation.

  23. Summary Compensation Table

    Summary Compensation Table The following table sets forth compensation paid by or on behalf of Sonic to the Named Executive Officers for services rendered during Sonic’s fiscal years ended December 31, 2023, 2024 and 2025:

  24. Summary Compensation Table

    | Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (2) | All Other Compensation ($) | Total ($) | | David Bruton Smith | 2025 | $1,737,276 | $— | $3,979,216 | $— | $5,646,147 | $— | $467,987(3) | $11,830,626 | | Chairman and | 2024 | $1,336,366 | $— | $3,795,995 | $— | $4,343,190 | $— | $448,034(3) | $9,923,585 | | Chief Executive Officer | 2023 | $1,336,366 | $— | $4,061,894 | $— | $1,636,346 | $— | $473,249(3) | $7,507,855 | | Jeff Dyke | 2025 | $1,491,538 | $— | $2,261,029 | $— | $4,847,499 | $640,007 | $176,483(4) | $9,416,556 | | President | 2024 | $1,193,230 | $— | $2,614,009 | $— | $3,877,998 | $115,588 | $123,046(4) | $7,923,871 | | | 2023 | $1,193,230 | $— | $2,307,983 | $— | $1,461,080 | $424,254 | $144,890(4) | $5,531,437 | | Heath R. Byrd | 2025 | $1,023,000 | $— | $1,762,230 | $— | $3,324,750 | $247,607 | $118,818(5) | $6,476,405 | | Executive Vice President | 2024 | $930,001 | $— | $2,037,400 | $— | $3,022,500 | $90,097 | $92,861(5) | $6,172,859 | | and Chief Financial Officer | 2023 | $930,001 | $— | $1,798,832 | $— | $1,138,761 | $330,653 | $93,474(5) | $4,291,721 |

  25. Summary Compensation Table

    (1) Stock awards are valued based on the grant date fair value as calculated under the provisions of “Stock Compensation” in the ASC. See Note 10 to Sonic’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for the valuation assumptions used in determining the fair value of the awards. These amounts do not necessarily reflect or correspond to the actual financial value that may be realized by our named executive officers. These stock awards consist of restricted stock units that are subject to performance conditions and generally scheduled to vest in various increments over a three-year period from the date of grant. See “—Compensation Discussion and Analysis—Long-Term Equity Compensation— Named Executive Officer Annual Grants for 2025” and “—Grants of Plan-Based Awards During 2025” for more information about the stock awards granted in 2025. (2) The amount shown for 2025 represents the change in the actuarial present value of accumulated benefits under the SERP from December 31, 2024 to December 31, 2025. The amount shown for 2024 represents the change in the actuarial present value of accumulated benefits under the SERP from December 31, 2023 to December 31, 2024. The amount shown for 2023 represents the change in the actuarial present value of accumulated benefits under the SERP from December 31, 2022 to December 31, 2023. The amounts shown for Mr. Jeff Dyke and Mr. Heath R. Byrd reflect that each has already reached the earliest age at which unreduced benefits would be payable. Both Mr. Dyke and Mr. Byrd are fully vested in their respective SERP benefits. See “—Pension Benefits for 2025” for further information about the SERP, including the assumptions used for these calculations. (3) The amount shown for Mr. David Bruton Smith includes the imputed value of demonstrator vehicles provided by the Company. The imputed value of the demonstrator vehicles was $419,308, $353,356 and $430,908 in 2025, 2024 and 2023, respectively. The value assigned to the demonstrator vehicles was calculated under rules established by the IRS. The aggregate incremental cost of the demonstrator vehicles to the Company is not calculable because those vehicles are provided to the executive by its dealership subsidiaries. The amount shown for Mr. David Bruton Smith also includes $45,578, $92,746 and $41,081 for personal use of the Company’s aircraft in 2025, 2024 and 2023, respectively. The amount reported for personal use of the Company’s aircraft by Mr. David Bruton Smith is calculated by reference to the aggregate incremental cost to the Company and based on the actual cost of fuel, landing fees, pilot meal and lodging expenses, aircraft cleaning, on-board catering and other similar variable costs. Fixed costs that do not change based on usage, such as pilot salaries, home hanger expenses and general taxes and insurance, are excluded from the aggregate incremental cost calculation. If the aircraft flies empty before picking up or dropping off a passenger flying for personal reasons, this segment is included in the aggregate incremental cost of the personal use. When the aircraft is already flying to a destination for business purposes, costs associated with the additional passenger are negligible and are not included in determining the aggregate incremental cost to the Company. The amount shown for Mr. David Bruton Smith also includes imputed income and/or premiums attributable to group term life insurance under the Company’s group life insurance plan. (4) The amount shown for Mr. Jeff Dyke includes the imputed value of demonstrator vehicles provided by the Company. The imputed value of the demonstrator vehicles was $70,844, $43,456 and $51,411 in 2025, 2024 and 2023, respectively. The value assigned to the demonstrator vehicles was calculated under rules established by the IRS. The aggregate incremental cost of the demonstrator vehicles to the Company is not calculable because those vehicles are provided to the executive by its dealership subsidiaries. The amount shown for Mr. Jeff Dyke also includes $74,084, $50,165 and $66,832 for personal use of the Company’s aircraft in 2025, 2024 and 2023, respectively, calculated as described above in Footnote 3, and imputed income and/or premiums attributable to group term life insurance under the Company’s group life insurance plan. The amount shown for Mr. Jeff Dyke also includes Company contributions for the executive wellness program of $19,773, $18,912 and $16,434 in 2025, 2024 and 2023, respectively, and Company matching contributions under the 401(k) plan of $7,000, $6,900 and $6,600 in 2025, 2024 and 2023, respectively. (5) The amount shown for Mr. Heath R. Byrd includes the imputed value of demonstrator vehicles provided by the Company. The imputed value of the demonstrator vehicles was $49,719, $45,027 and $34,111 in 2025, 2024 and 2023, respectively. The value assigned to the demonstrator vehicles was calculated under rules established by the IRS. The aggregate incremental cost of the demonstrator vehicles to the Company is not calculable because those vehicles are provided to the executive by its dealership subsidiaries. The amount shown for Mr. Heath R. Byrd also includes $24,770, $9,212 and $13,114 for personal use of the Company’s aircraft in 2025, 2024 and 2023, respectively, calculated as described above in Footnote 3, and imputed income and/or premiums attributable to group term life insurance under the Company’s group life insurance plan. The amount shown for Mr. Heath R. Byrd also includes Company contributions for the executive wellness program of $32,546, $28,110 and $36,037 in 2025, 2024 and 2023, respectively, and Company matching contributions under the 401(k) plan of $7,000, $6,900 and $6,600 in 2025, 2024 and 2023, respectively.

  26. Grants of Plan-Based Awards During 2025

    Grants of Plan-Based Awards During 2025 The following table sets forth information regarding all grants of awards made to the Named Executive Officers during 2025 under any plan:

  27. Grants of Plan-Based Awards During 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (1)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Interim ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | David Bruton Smith | 2/5/2025 (3) | $955,502 | $1,737,276 | $1,997,867 | $5,646,147 | — | — | — | — | $— | | | 2/5/2025 (4) | $— | $— | $— | $— | 43,393 | 48,214 | 53,035 | — | $3,979,216(5) | | Jeff Dyke | 2/5/2025 (3) | $820,346 | $1,491,538 | $1,715,269 | $4,847,499 | — | — | — | — | $— | | | 2/5/2025 (4) | $— | $— | $— | $— | 24,656 | 27,396 | 30,135 | — | $2,261,029(5) | | Heath R. Byrd | 2/5/2025 (3) | $562,650 | $1,023,000 | $1,176,450 | $3,324,750 | — | — | — | — | $— | | | 2/5/2025 (4) | $— | $— | $— | $— | 19,217 | 21,352 | 23,487 | — | $1,762,230(5) |

  28. Grants of Plan-Based Awards During 2025

    (1) Amounts earned for 2025 are set forth in the Summary Compensation Table. (2) Based on the Compensation Committee’s final certification of the applicable performance condition for these awards granted on February 5, 2025, these awards remain outstanding at the maximum level as follows: Mr. David Bruton Smith, 53,035 restricted stock units; Mr. Jeff Dyke, 30,135 restricted stock units; and Mr. Heath R. Byrd, 23,487 restricted stock units. (3) For a description of these non-equity incentive awards, see “—Compensation Discussion and Analysis—Annual Cash Compensation—Performance-Based Cash Bonus for 2025.” (4) Grants issued pursuant to the 2012 Stock Incentive Plan. Following final certification of the applicable performance condition for these awards, the awards for Messrs. David Bruton Smith, Jeff Dyke and Heath R. Byrd vest in annual installments over a three-year period, generally subject to continued service, with 25% scheduled to vest on March 31, 2026, 30% scheduled to vest on February 5, 2027 and 45% scheduled to vest on February 5, 2028. Once vested, restricted stock units will be settled in the form of an equivalent number of shares of Class A Common Stock, cash based on the value of such shares on the vesting date, or a combination of cash and shares of Class A Common Stock, with the Compensation Committee to determine the form of settlement in its discretion. The Compensation Committee has determined that the portion of these awards that is scheduled to vest on March 31, 2026 will be settled in the form of cash. (5) Stock awards are valued based on the grant date fair value as calculated under the provisions of “Stock Compensation” in the ASC. For a description of certain additional terms of the compensation and grants disclosed in the table above, see “—Compensation Discussion and Analysis.”

  29. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table sets forth information regarding option and stock awards held by the Named Executive Officers as of December 31, 2025:

  30. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | | Option Awards (1) | | | | Stock Awards (1) | | | | | Name | Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | David Bruton Smith | 2/8/2023 | — | — | $— | — | 28,491(3) | $1,762,453 | — | $— | | | 2/7/2024 | — | — | $— | — | 53,345(4) | $3,299,921 | — | $— | | | 2/5/2025 | — | — | $— | — | — | $— | 53,035(5) | $3,280,745 | | Jeff Dyke | 5/6/2015 | — | — | $— | — | 333,332(6) | $20,619,918 | — | $— | | | 2/8/2023 | — | — | $— | — | 12,335(3) | $763,043 | — | $— | | | 2/7/2024 | — | — | $— | — | 36,734(4) | $2,272,365 | — | $— | | | 2/5/2025 | — | — | $— | — | — | $— | 30,135(5) | $1,864,151 | | Heath R. Byrd | 2/9/2022 | — | — | $— | — | 75,000(7) | $4,639,500 | — | $— | | | 2/8/2023 | — | — | $— | — | 9,613(3) | $594,660 | — | $— | | | 2/7/2024 | — | — | $— | — | 28,631(4) | $1,771,113 | — | $— | | | 2/5/2025 | — | — | $— | — | — | $— | 23,487(5) | $1,452,906 |

  31. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1) All stock awards referenced in this table were granted under the 2012 Stock Incentive Plan. (2) Market value is based on the December 31, 2025 closing price of our Class A Common Stock of $61.86 per share. (3) These remaining non-vested restricted stock units granted on February 8, 2023 became vested on February 8, 2026, with settlement in the form of shares of Class A Common Stock. (4) With respect to these remaining non-vested restricted stock units granted on February 7, 2024, (i) a portion of the units vested as follows on February 7, 2026: Mr. David Bruton Smith, 21,338 units; Mr. Jeff Dyke, 14,694 units; and Mr. Heath R. Byrd, 11,453 units; and (ii) the remaining non-vested restricted stock units will vest on February 7, 2027, generally subject to continued service. Once vested, settlement of these restricted stock units will be in the form of shares of Class A Common Stock. (5) Based on the Compensation Committee’s final certification of the applicable performance condition for these awards, these unearned, non-vested equity incentive plan restricted stock units granted on February 5, 2025 to Messrs. David Bruton Smith, Jeff Dyke and Heath R. Byrd remain outstanding at the amount indicated. The awards for Messrs. David Bruton Smith, Jeff Dyke and Heath R. Byrd are scheduled to vest with respect to 25% on March 31, 2026, 30% on February 5, 2027 and 45% on February 5, 2028, generally subject to continued service. Once vested, restricted stock units will be settled in the form of an equivalent number of shares of Class A Common Stock, cash based on the value of such shares on the vesting date, or a combination of cash and shares of Class A Common Stock, with the Compensation Committee to determine the form of settlement in its discretion. (6) These restricted stock units granted to Mr. Dyke on May 6, 2015 are scheduled to vest on May 6, 2030, generally subject to continued service. Once vested, settlement of these restricted stock units will be in the form of shares of Class A Common Stock. (7) These restricted stock units granted to Mr. Heath R. Byrd on February 9, 2022 are scheduled to vest on February 9, 2027, generally subject to continued service. Once vested, settlement of these restricted stock units will be in the form of shares of Class A Common Stock.

  32. Option Exercises and Stock Vested During 2025

    Option Exercises and Stock Vested During 2025 The following table sets forth information concerning each vesting of restricted stock units during 2025 for each of the Named Executive Officers on an aggregated basis:

  33. Option Exercises and Stock Vested During 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | David Bruton Smith | — | $— | 70,151(2) | $4,834,229(2) | | Jeff Dyke | — | $— | 372,166(3) | $23,577,570(3) | | Heath R. Byrd | — | $— | 30,266(4) | $2,055,711(4) |

  34. Option Exercises and Stock Vested During 2025

    (1) The aggregate dollar value realized upon vesting of restricted stock units is based on the closing price of our Class A Common Stock on the relevant vesting date (or if the NYSE was closed on the relevant vesting date, then based on the closing price on the immediately preceding trading day). (2) For Mr. David Bruton Smith, the number of shares acquired on vesting and the value realized on vesting are based on vesting of restricted stock units as follows:

  35. Option Exercises and Stock Vested During 2025

    | Date of Award | Vesting Date | Number of Shares Acquired On Vesting (#) | Market Price at Vesting ($) | | Value Realized on Vesting ($) | | | 2/9/2022 | 2/9/2025 | 33,375 | | 72.97 | | 2,435,374 | | 2/8/2023 | 2/8/2025 | 18,994 | | 72.97 | | 1,385,992 | | 2/7/2024 | 3/31/2025 | 17,782 | | 56.96 | | 1,012,863 |

  36. Option Exercises and Stock Vested During 2025

    (3) For Mr. Jeff Dyke, the number of shares acquired on vesting and the value realized on vesting are based on vesting of restricted stock units as follows:

  37. Option Exercises and Stock Vested During 2025

    | Date of Award | Vesting Date | Number of Shares Acquired On Vesting (#) | Market Price at Vesting ($) | | Value Realized on Vesting ($) | | | 5/6/2015 | 5/6/2025 | 333,334 | | 62.82 | | 20,940,042 | | 2/9/2022 | 2/9/2025 | 18,364 | | 72.97 | | 1,340,021 | | 2/8/2023 | 2/8/2025 | 8,223 | | 72.97 | | 600,032 | | 2/7/2024 | 3/31/2025 | 12,245 | | 56.96 | | 697,475 |

  38. Option Exercises and Stock Vested During 2025

    (4) For Mr. Heath R. Byrd, the number of shares acquired on vesting and the value realized on vesting are based on vesting of restricted stock units as follows:

  39. Option Exercises and Stock Vested During 2025

    | Date of Award | Vesting Date | Number of Shares Acquired On Vesting (#) | Market Price at Vesting ($) | | Value Realized on Vesting ($) | | | 2/9/2022 | 2/9/2025 | 14,313 | | 72.97 | | 1,044,420 | | 2/8/2023 | 2/8/2025 | 6,409 | | 72.97 | | 467,665 | | 2/7/2024 | 3/31/2025 | 9,544 | | 56.96 | | 543,626 |

  40. Pension Benefits for 2025

    Pension Benefits for 2025 The following table sets forth information regarding pension benefits for the Named Executive Officers as of December 31, 2025:

  41. Pension Benefits for 2025

    | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | David Bruton Smith(3) | N/A | — | $— | $— | | Jeff Dyke | SERP | N/A | $6,983,233(4) | $— | | Heath R. Byrd | SERP | N/A | $5,191,509(4) | $— |

  42. Pension Benefits for 2025

    (1) Benefits under the SERP are based on a percentage of “final average salary” and the percentage does not increase based on years of credited service. Vesting under the SERP is based on years of participation in the SERP. As of December 31, 2025, Mr. Jeff Dyke had 16 years of participation in the SERP, and Mr. Heath R. Byrd had 15 ⅔ years of participation in the SERP. Normal retirement under the SERP is age 65 or age 55 with at least 10 years of service with Sonic. Vested benefits are reduced for early retirement. As of December 31, 2025, Mr. Dyke had 20 ¼ years of service with Sonic and Mr. Byrd had 18 ⅙ years of service with Sonic. Neither Mr. Dyke nor Mr. Byrd are subject to reduction in their vested benefits for early retirement. (2) The accumulated benefit is based on salary considered by the SERP for the period through December 31, 2025. The present value of the accumulated benefit for Messrs. Dyke and Byrd reflects that each has already reached the earliest age at which unreduced benefits would be payable and assumes that the benefit will be payable in the form of an annual payment for 15 years. Other assumptions used to determine the present value of the accumulated benefit for each of Messrs. Dyke and Byrd are described in the summary below. (3) Mr. David Bruton Smith is not a participant in the SERP. (4) Both Mr. Dyke and Mr. Byrd are fully vested in their respective SERP benefits. The SERP’s early retirement reduction provisions no longer apply to either Mr. Dyke’s or Mr. Byrd’s benefits since they both have satisfied the applicable age and service requirements for normal retirement. Actual benefits will be determined at termination of employment based on actual salary, years of SERP participation and years of service with Sonic. On December 7, 2009, the Compensation Committee adopted the SERP to be effective as of January 1, 2010. In connection with the adoption of the SERP, the Compensation Committee authorized the establishment of an irrevocable grantor trust known as a “rabbi trust” for the purpose of accumulating assets from which SERP liabilities may be paid. The following is a brief description of certain material terms of the SERP. The SERP is a nonqualified deferred compensation plan that is considered unfunded for federal tax purposes and intended for a select group of management or highly compensated employees. The SERP is subject to Section 409A of the Code. The purpose of the SERP is to attract and retain key employees by providing a retirement benefit in addition to the benefits provided by Sonic’s tax-qualified and other nonqualified deferred compensation plans. The Compensation Committee selects the employees who will become SERP participants and designates each such employee as a Tier 1 participant, Tier 2 participant or Tier 3 participant. Mr. Jeff Dyke, President, was designated as a Tier 1 participant in the SERP effective as of January 1, 2010 (when he was Executive Vice President of Operations), subject to execution of a participation agreement. Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer, originally was designated as a Tier 3 participant in the SERP effective as of May 1, 2010 (when he was Vice President and Chief Information Officer), subject to execution of a participation agreement, but was redesignated as a Tier 1 participant in the SERP effective as of April 1, 2013 in connection with his promotion to Executive Vice President and Chief Financial Officer at that time. Subject to the vesting schedule described below, the SERP generally provides a retirement benefit in the form of an annual payment for a period of 15 years, with the annual payment based on a specified percentage of the participant’s “final average salary.” The annual payment for a Tier 1 participant is based on 50% of final average salary. The annual payment for a Tier 2 participant is based on 40% of final average salary. The annual payment for a Tier 3 participant is based on 35% of final average salary. “Final average salary” generally means the average of the participant’s highest three annual base salaries during the last five plan years prior to the participant’s separation from service with Sonic. A participant is generally eligible for the vested portion of his or her SERP benefit upon normal retirement after reaching age 65 or age 55 with at least 10 years of employment with Sonic. Amounts reported in the Pension Benefits Table above as the actuarial present value of accumulated benefit under the SERP are calculated assuming that the benefit is in the form of an annual payment for 15 years. The amount reported for Mr. Dyke reflects that he has reached the earliest age at which unreduced benefits would be payable, and the amount for Mr. Byrd reflects that he has reached the earliest age at which unreduced benefits would be payable, which is age 55 for both Messrs. Dyke and Byrd. The present value of accumulated benefit is calculated using the discount rate assumption that Sonic also uses for its financial statement disclosures regarding SERP benefits, which at December 31, 2025 was 5.15%. Messrs. Dyke’s and Byrd’s actual years of participation in the SERP and actual years of service with Sonic are indicated in Footnote 1 to the Pension Benefits Table above. No additional years of service have been credited to the Named Executive Officers under the SERP. As noted above, participants are subject to a vesting schedule for their SERP benefits based on their “Years of Plan Service” (i.e., a 365-day period of employment beginning on the effective date of SERP participation and each anniversary thereof). Unless otherwise specified by the Compensation Committee, participants vest in their SERP benefits as follows:

  43. Pension Benefits for 2025

    | Years of Plan Service | Percent Vested | | | Less than 1 | | 0% | | At least 1 but less than 2 | | 20% | | At least 2 but less than 3 | | 40% | | At least 3 but less than 4 | | 60% | | At least 4 but less than 5 | | 80% | | 5 or more | | 100% |

  44. Pension Benefits for 2025

    Participants also become 100% vested if they die or become “disabled” (as defined in the SERP) while employed with Sonic, or if a “change in control” (as defined in the SERP) occurs while employed with Sonic. If a participant leaves Sonic before qualifying for normal retirement, the participant’s SERP benefit generally is reduced for early retirement (in addition to application of the vesting schedule). The vested benefit is reduced by 10% for each year the participant’s payment commencement date precedes the earliest date the participant would have been eligible for normal retirement. As amended in February 2015, the SERP provides that the early retirement reduction does not apply to participants who were employees of Sonic immediately prior to a change in control, regardless of whether or not such participants remain employees upon or following the change in control. A participant earns his or her SERP benefit over a period from the later of age 45 or the participant’s effective date of SERP participation, to the later of the participant’s normal retirement date or the date he or she becomes 100% vested in his or her SERP benefit. If a participant terminates employment with Sonic within two years after a change in control, the participant will receive the vested portion of his or her normal retirement benefit or reduced early retirement benefit, as applicable, in a lump sum payment based on the present value of his or her unpaid, vested accrued benefit. Generally, benefit payments begin the first of the month following the month in which normal or early retirement occurs. If the participant is a “specified employee” under Section 409A of the Code, the first payment following normal or early retirement generally must be postponed for six months following termination. Subsequent annual payments will be made on the anniversary of the date the initial installment otherwise would have been made. If a participant dies during the 15-year payment period and leaves a surviving spouse, payments continue to the surviving spouse. If a participant dies before terminating employment with Sonic, the lump sum value of his or her accrued benefit (calculated as if the date of death were the date of normal retirement) will be paid to his or her designated beneficiary. If a participant becomes disabled while employed with Sonic, the participant will be entitled to a regular SERP benefit payable for 15 years (calculated as if the date of disability were the date of normal retirement). If a participant is terminated for “cause” (as defined in the SERP) or it is discovered after termination that the participant could have been terminated for certain reasons constituting “cause,” the participant will forfeit all benefits under the SERP, including any remaining unpaid benefits if already in pay status. Under the SERP, reasons constituting “cause” include material breach of the participant’s obligations in any employment agreement that is not timely remedied, the participant’s breach of any applicable restrictive covenants, conviction of a felony, actions involving moral turpitude, willful failure to comply with reasonable and lawful directives of the Board of Directors or the participant’s superiors, chronic absenteeism, willful or material misconduct, illegal use of controlled substances and, if applicable, the final and non-appealable determination by a court of competent jurisdiction that the participant willfully and knowingly filed a fraudulent certification under Section 302 of the Sarbanes-Oxley Act of 2002. In addition, the SERP provides that benefits are forfeited if a participant fails to comply with certain restrictive covenants related to Sonic and its business, including any remaining unpaid benefits if already in pay status. Subject to limited exceptions, these restrictive covenants generally prohibit (i) disclosing or using in any unauthorized manner any of Sonic’s confidential or proprietary information, (ii) employing or soliciting employees of Sonic or its affiliates or subsidiaries, (iii) interfering with Sonic’s relationships with its vendors, (iv) competing with Sonic within any Standard Metropolitan Statistical Area (determined as described in the SERP) or county in which Sonic or any of its subsidiaries has a place of business and (v) disparaging Sonic or its subsidiaries, affiliates, officers, directors, business or products. These restrictive covenants generally apply while a participant in the SERP and, if later, during the two-year period following separation from service with Sonic (except that the confidentiality and non-disparagement restrictions do not expire). In the case of either termination for “cause” or failure to comply with the restrictive covenants, the SERP also provides that the participant must repay Sonic all benefit amounts previously received. If a rabbi trust exists when a change in control of Sonic occurs, the SERP requires that Sonic contribute, at the time of the change in control and then on each anniversary thereof, cash or liquid securities sufficient so that the value of assets in the rabbi trust at least equals the total value of all accrued benefits under the SERP. The assets of the rabbi trust are available to satisfy claims of the general creditors of Sonic in the event of its insolvency. Participants are unsecured general creditors of Sonic with respect to their SERP benefits and do not have an ownership interest in rabbi trust assets or in any other specific assets of Sonic with respect to such benefits.

  45. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we have prepared a comparison of the annual total compensation of Mr. David Bruton Smith, our Chief Executive Officer, for fiscal 2025 to the median of the annual total compensation of all other Company employees for the same period. For fiscal 2025, the total compensation for Mr. David Bruton Smith, our Chief Executive Officer, was $11,830,626 as reported in the Summary Compensation Table on page 54 of this Proxy Statement. We identified the median employee for this review by examining the 2025 annual total compensation of all employees, excluding our Chief Executive Officer, who were employed by us on December 31, 2025 since it allowed us to make the identification in a reasonably efficient manner. We included all employees, whether employed on a full-time, part-time or seasonal basis. We did not make any assumptions, adjustments or estimates with respect to annual total compensation, and we did not annualize the compensation for any full-time employees that were not employed by us for all of 2025. For this purpose and using reasonable estimates, the calculation of annual total compensation of all employees, excluding our Chief Executive Officer, was determined by using the wages and compensation reported in Box 1 of Form W-2 for 2025. We selected W-2 compensation as our compensation measure because it is readily available in our existing payroll system, it is determined on a consistent basis for each employee, and we believe it is a reasonable proxy for annual total compensation for purposes of determining the median employee. Following our review, we have determined that for 2025, the median of the annual total compensation of all employees of the Company (other than our Chief Executive Officer) was $70,362. Based on this information, for 2025, the ratio of the annual total compensation of Mr. David Bruton Smith, our Chief Executive Officer, to the median of the annual total compensation of all other employees was 168 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules and methods for disclosure. Due to estimates and assumptions as well as adjustments and statistical sampling permitted under the SEC rules, pay ratio determinations may involve a degree of imprecision and our approach and pay ratio may not be comparable with the methodologies and pay ratios of other companies.

  46. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Named Executive Officers would receive certain payments and/or benefits upon termination from Sonic that would vary in amount depending on the reason for termination of employment. The Named Executive Officers also would receive certain payments and/or benefits in connection with a change in control of Sonic (including a termination of employment due to a change in control). The information below generally describes these payments and benefits. Payments and benefits under other plans and arrangements that are generally available to Sonic’s salaried employees on similar terms are not described. Payments Upon Termination Based on the compensation arrangements described in the “Compensation Discussion and Analysis” section of this Proxy Statement and the terms of the 2012 Stock Incentive Plan, the estimated present value of the salary, bonus and accelerated vesting of outstanding stock awards the Named Executive Officers could have received upon termination by the Company without cause as of December 31, 2025 are as follows:

  47. Potential Payments Upon Termination or Change in Control

    | Name | Salary and Bonus ($) | | Value of Accelerated Option Awards ($) | | Value of Accelerated Stock Awards ($)(1)(2) | | | David Bruton Smith | $ | — | $ | — | $ | 8,343,119 | | Jeff Dyke | $ | — | $ | — | $ | 7,305,143 | | Heath R. Byrd | $ | 511,500(3) | $ | — | $ | 7,375,629 |

  48. Potential Payments Upon Termination or Change in Control

    (1) Represents the value of restricted stock units that would have been subject to accelerated vesting upon termination without cause based on the closing price of Sonic’s Class A Common Stock on December 31, 2025 of $61.86 per share. For restricted stock units granted on February 5, 2025, the value assumes no forfeitures occurred related to the applicable performance condition. Based on the Compensation Committee’s final certification on February 18, 2026 of the applicable performance condition for these restricted stock units, they were not subject to forfeiture based on achievement of the performance condition (see “—Compensation Discussion and Analysis—Long-Term Equity Compensation— Named Executive Officer Annual Grants for 2025”). For Mr. Dyke, this value also assumes that he became vested in a pro rata portion of the remaining unvested Dyke Retention Units determined in accordance with the Dyke Retention Unit Agreement (and then taking into account the number of Dyke Retention Units in which he already was vested as of December 31, 2025). For Mr. Byrd, this value also assumes that he became vested in a pro rata portion of the Byrd Retention Units determined in accordance with the Byrd Retention Unit Agreement. Termination without cause has the meaning given to such term in applicable agreements and plans, including (i) the 2012 Stock Incentive Plan and restricted stock unit award agreements, (ii) for Mr. Dyke, the Dyke Retention Unit Agreement, and (iii) for Mr. Byrd, the Byrd Retention Unit Agreement. For more information about the Dyke Retention Units and the Dyke Retention Unit Agreement, see “—Compensation Discussion and Analysis—Long-Term Equity Compensation—Special Retention Grant for Mr. Jeff Dyke, President” and “Employment Agreements and Change in Control Agreements—Performance-Based Restricted Stock Unit Agreement for Retention Grant with Mr. Jeff Dyke, President.” For more information about the Byrd Retention Units and the Byrd Retention Unit Agreement, see “—Compensation Discussion and Analysis—Long-Term Equity Compensation—Special Retention Grant for Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer” and “Employment Agreements and Change in Control Agreements—Restricted Stock Unit Agreement for Retention Grant with Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer.” (2) For termination due to death or disability, the value of the accelerated restricted stock units would have been as follows: Mr. David Bruton Smith, $8,343,119; Mr. Jeff Dyke, $7,305,143; and Mr. Heath R. Byrd, $7,375,629. For restricted stock units granted on February 5, 2025, the value assumes no forfeitures occurred related to the applicable performance condition. Based on the Compensation Committee’s final certification on February 18, 2026 of the applicable performance condition for these restricted stock units, they were not subject to forfeiture based on achievement of the performance condition (see “—Compensation Discussion and Analysis—Long-Term Equity Compensation—Named Executive Officer Annual Grants for 2025”). For Mr. Dyke, this value in connection with termination due to death or disability also assumes that he became vested in a pro rata portion of the Dyke Retention Units determined in accordance with the Dyke Retention Unit Agreement (and then taking into account the number of Dyke Retention Units in which he already was vested as of December 31, 2025). For Mr. Byrd, this value in connection with termination due to death or disability also assumes that he became vested in a pro rata portion of the Byrd Retention Units determined in accordance with the Byrd Retention Unit Agreement. For more information about the Dyke Retention Units and the Dyke Retention Unit Agreement, see “—Compensation Discussion and Analysis—Long-Term Equity Compensation—Special Retention Grant for Mr. Jeff Dyke, President” and “Employment Agreements and Change in Control Agreements—Performance-Based Restricted Stock Unit Agreement for Retention Grant with Mr. Jeff Dyke, President.” For more information about the Byrd Retention Units and the Byrd Retention Unit Agreement, see “—Compensation Discussion and Analysis—Long-Term Equity Compensation—Special Retention Grant for Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer” and “Employment Agreements and Change in Control Agreements—Restricted Stock Unit Agreement for Retention Grant with Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer.” (3) The Employment Agreement between the Company and Mr. Byrd provides for the payment of severance in the event of a termination of his employment by Sonic, other than for “cause” (as defined in the Employment Agreement). Under the terms of the Employment Agreement, the amount of any such severance would be one-half of Mr. Byrd’s then-current annual base salary to be paid in two equal installments, with the first installment payable within 15 days following termination and the second installment payable on the last day of the sixth full calendar month following such termination. For more information about the Employment Agreement, see “—Employment Agreements and Change in Control Agreements—Employment Agreement with Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer.” If termination occurred on December 31, 2025 due to the Named Executive Officer’s voluntary termination or by the Company for “cause” (as defined in applicable agreements and plans, including the 2012 Stock Incentive Plan and restricted stock unit agreements), the Named Executive Officers would not have been entitled to the accelerated vesting of restricted stock units above, and Mr. Byrd would not have been entitled to the severance payment described above. Each of the Named Executive Officers also are covered by Company-provided group term life insurance that provides a death benefit of one times earnings, up to a maximum of $750,000. If any of the Named Executive Officers had terminated employment due to death on December 31, 2025, the Named Executive Officer’s beneficiary under the life insurance policy would have been due the applicable death benefit from the insurance carrier, subject to the policy’s terms. In addition, a participant in the SERP who terminates employment due to death becomes entitled to fully vested SERP benefits (calculated as if the date of death were the date of normal retirement) and such benefits are payable to his or her beneficiary the first of the next month in a lump sum equal to the present value of the otherwise applicable 15 annual payments. If Mr. Dyke’s death had occurred on December 31, 2025, the estimated lump sum payment under the SERP would have been $6,983,233. If Mr. Byrd’s death had occurred on December 31, 2025, the estimated lump sum payment under the SERP would have been $5,191,509. For purposes of estimating these lump sum payments, the present value of the accumulated benefit was calculated using the discount rate assumption that Sonic also uses for its financial statement disclosures regarding SERP benefits, which at December 31, 2025 was 5.15%. Under the SERP, present value for payment purposes is determined utilizing reasonable interest assumptions determined in the sole discretion of the Compensation Committee. The discount rate assumption that Sonic uses for its financial statement disclosures may not be the actual rate used under the SERP at a given time.

  49. Potential Payments Upon Termination or Change in Control

    A participant in the SERP who terminates employment due to “disability” (as defined in the SERP) becomes entitled to fully vested SERP benefits (calculated as if the date of disability were the date of normal retirement) and the applicable 15 annual payments begin the month following disability. If Mr. Dyke had terminated employment on December 31, 2025 due to disability, he would have received estimated annual SERP payments of $646,333 for 15 years. If Mr. Byrd had terminated employment on December 31, 2025 due to disability, he would have received estimated annual SERP payments of $480,500 for 15 years. If termination occurred on December 31, 2025 for any reason other than death, disability or change in control, Mr. Dyke would have been entitled to estimated annual SERP payments of $646,333 for 15 years and Mr. Byrd would have been entitled to estimated annual SERP payments of $480,500 for 15 years. For more information about payments under the SERP upon a termination of employment, see “—Pension Benefits for 2025.” Payments Upon a Change in Control Outstanding stock awards under the 2012 Stock Incentive Plan held by our Named Executive Officers generally would immediately vest in connection with a change in control (all subject to the terms of the 2012 Stock Incentive Plan and applicable award agreements). The estimated present value of the accelerated vesting of outstanding stock awards held by our Named Executive Officers in the event of a change in control on December 31, 2025 is as follows:

  50. Potential Payments Upon Termination or Change in Control

    | Name | Salary and Bonus ($) | | Value of Accelerated Option Awards ($) | | Value of Accelerated Stock Awards ($)(1) | | | David Bruton Smith | $ | — | $ | — | $ | 8,343,119 | | Jeff Dyke | $ | — | $ | — | $ | 25,519,477 | | Heath R. Byrd | $ | — | $ | — | $ | 8,458,179 |

  51. Potential Payments Upon Termination or Change in Control

    (1) Represents the value of restricted stock units that would have vested upon a change in control based on the closing price of Sonic’s Class A Common Stock on December 31, 2025 of $61.86 per share. “Change in control” has the meaning given to such term in applicable agreements and plans, including (i) the 2012 Stock Incentive Plan and restricted stock unit award agreements, (ii) for Mr. Dyke, the Dyke Retention Unit Agreement, and (iii) for Mr. Byrd, the Byrd Retention Unit Agreement. For Mr. Dyke, this value assumes that he became fully vested in the remaining unvested Dyke Retention Units in accordance with the Dyke Retention Unit Agreement, and Mr. Byrd, this value assumes that he became fully vested in the Byrd Retention Units in accordance with the Dyke Retention Unit Agreement. For more information about the Dyke Retention Units and the Dyke Retention Unit Agreement, see “—Compensation Discussion and Analysis—Long-Term Equity Compensation—Special Retention Grant for Mr. Jeff Dyke, President” and “Employment Agreements and Change in Control Agreements—Performance-Based Restricted Stock Unit Agreement for Retention Grant with Mr. Jeff Dyke, President.” For more information about the Byrd Retention Units and the Byrd Retention Unit Agreement, see “—Compensation Discussion and Analysis—Long-Term Equity Compensation—Special Retention Grant for Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer” and “Employment Agreements and Change in Control Agreements—Restricted Stock Unit Agreement for Retention Grant with Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer.” A participant in the SERP becomes fully vested in his or her SERP benefit in the event of a “change in control” (as defined in the SERP). See “—Pension Benefits for 2025” for the present value of accumulated SERP benefits as of December 31, 2025. In addition, if a participant separates from service with the Company within 24 months following a change in control, the SERP benefit will be paid in the form of a lump sum equal to the present value of the otherwise applicable 15 annual payments. Messrs. Dyke and Byrd were fully vested in their SERP benefits as of December 31, 2025. The SERP provides that the early retirement reduction otherwise applicable under the SERP does not apply to participants who were employees immediately prior to a change in control, regardless of whether or not such participants remain employees upon or following the change in control. (Having already met the age and service conditions for normal retirement under the SERP, neither Mr. Dyke nor Mr. Byrd would have been subject to such early retirement reductions as of December 31, 2025 even in the absence of such amendment.) If Mr. Dyke had terminated employment immediately following a change in control on December 31, 2025, the estimated present value of the lump sum payable to Mr. Dyke under the SERP would have been $6,983,233. If Mr. Byrd had terminated employment immediately following a change in control on December 31, 2025, the estimated present value of the lump sum payable to Mr. Byrd under the SERP would have been $5,191,509. For purposes of estimating these lump sum payments, the present value of the accumulated benefit was calculated using the discount rate assumption that Sonic also uses for its financial statement disclosures regarding SERP benefits, which at December 31, 2023 was 5.15%. Under the SERP, present value for payment purposes is determined utilizing reasonable interest assumptions determined in the sole discretion of the Compensation Committee. The discount rate assumption that Sonic uses for its financial statement disclosures may not be the actual rate used under the SERP at a given time. See “—Pension Benefits for 2025” for a discussion of the SERP. Upon a change in control of the Company, certain payments and benefits provided or to be provided to Messrs. Dyke and Byrd could be subject to the excise tax imposed on excess parachute payments under Section 280G of the Code, including the accelerated vesting of equity awards, and other payments and benefits that would be triggered by a termination of employment following a change in control. Pursuant to their Change in Control Agreements with the Company, Messrs. Dyke and Byrd are each entitled to a “gross-up” payment equal to the excise tax, plus any related interest or penalties, plus the amount necessary to put him in the same after-tax position (taking into account all applicable federal, state and local income, employment and excise taxes) in which he would have been if he had not been subject to the excise tax. Determining the value of excess parachute payments under Section 280G of the Code and any related 20% excise tax and, in turn, any applicable gross-up payment, involves complicated calculations and depends on the facts and circumstances that exist at the time of a change in control and whether a termination of employment also occurs. For purposes of estimating any gross-up payments to which Messrs. Dyke and Byrd may have become entitled, we have assumed that a change in control occurred on December 31, 2025 and that Messrs. Dyke and Byrd also terminated employment at that time. In such case, our estimated gross-up payment to Mr. Dyke would be $9,186,344, and, based on our estimates, no gross-up payment would be necessary for Mr. Byrd. For purposes of these estimates, we also assumed that all performance conditions for equity awards had been met and that all equity awards became fully vested. For valuing stock awards, we referenced the closing price of Sonic’s Class A Common Stock on December 31, 2025 of $61.86 per share and treated the full amount as a potential parachute payment, without taking into account any reduction that might apply under Section 280G of the Code for prior service or otherwise. We also assumed that Mr. Byrd would receive severance payments pursuant to his Employment Agreement. For purposes of these estimated gross-up payments, we also compared the estimated present value of the SERP lump sum payment to which Messrs. Dyke and Byrd would have been entitled upon termination of employment immediately following a change in control to the estimated present value of the 15 annual SERP payments that would have applied if termination of employment had occurred on December 31, 2025 for any reason other than death, disability or change in control, with these present values determined using the discount rate assumption that Sonic also uses for its financial statement disclosures regarding SERP benefits, as described above. In calculating the estimated gross-up payments, we referenced Messrs. Dyke’s and Byrd’s average five-year W-2 compensation in accordance with Section 280G of the Code which considers average compensation for the five years prior to the year in which the change in control occurs. We also assumed an excise tax rate of 20%, a federal income tax rate of 35%, a Medicare tax rate of 1.45% and a state income tax rate of 5.75%. We also did not assume that any amounts would be discounted due to treatment as reasonable compensation for services prior to the change in control or due to attributing any value to non-compete agreements. Gross-up payments upon an actual change in control would be calculated in accordance with prescribed methodologies and assumptions under Section 280G of the Code, which may differ from those described above. For more information about the Change in Control Agreements, see “—Compensation Discussion and Analysis—Change in Control Agreements” and “—Employment Agreements and Change in Control Agreements—Change in Control Agreements with Mr. Jeff Dyke and Mr. Heath R. Byrd.”

  52. Pay Versus Performance

    Pay Versus Performance The table and information below regarding compensation for our Named Executive Officers and Company performance are presented in accordance with SEC disclosure rules. The calculations and analysis do not necessarily reflect the Company’s approach to aligning executive compensation with performance, and the Compensation Committee did not consider the pay versus performance disclosure below when making its executive compensation determinations. For more information about how our executive compensation program is intended to align pay with performance, please see the “Compensation Discussion and Analysis” section of this Proxy Statement. Pay Versus Performance Table

  53. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO (2) | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) | Adjusted EPS (8) | | | | | | | Total Shareholder Return(6) | Peer Group Total Shareholder Return (6,7) | | | | 2025 | $11,830,626 | $14,779,726 | $7,946,481 | $8,920,361 | $176.79 | $193.86 | $118.7 | $6.72 | | 2024 | $9,923,585 | $10,882,316 | $7,048,365 | $9,679,259 | $177.26 | $136.65 | $216.0 | $6.56 | | 2023 | $7,507,855 | $8,222,968 | $4,911,579 | $7,403,142 | $153.90 | $87.17 | $178.2 | $6.49 | | 2022 | $7,640,382 | $7,233,206 | $5,506,943 | $4,975,779 | $131.91 | $53.28 | $88.5 | $8.92 | | 2021 | $6,511,243 | $10,031,514 | $3,913,980 | $8,877,971 | $129.42 | $118.55 | $348.9 | $8.05 |

  54. Pay Versus Performance

    (1) For 2025, 2024 and 2023, the Principal Executive Officer (PEO) was our Chief Executive Officer David Bruton Smith and the non-PEO Named Executive Officers were Messrs. Jeff Dyke and Heath R. Byrd. For 2022 and 2021, the PEO was our Chief Executive Officer David Bruton Smith and the non-PEO Named Executive Officers were Messrs. O. Bruton Smith, Jeff Dyke and Heath R. Byrd. Mr. O. Bruton Smith passed away on June 22, 2022. (2) The dollar amount shown is the amount of total compensation reported for our PEO in the Summary Compensation Table for the applicable year. (3) The dollar amounts shown represent “compensation actually paid” to our PEO, as determined in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned, realized or received by the PEO for the applicable year. In accordance with SEC rules, the following table sets forth the adjustments made to total compensation shown in the Summary Compensation Table (SCT) for the applicable year to arrive at “compensation actually paid” (CAP) to our PEO for 2025:

  55. Pay Versus Performance

    | Year | SCT Total for PEO | Deduction for Grant Date Fair Value Shown in “Stock Awards” Column in SCT | Deduction for Grant Date Fair Value of Option Awards Shown in “Option Awards” Column in SCT | Deduction for Change in Actuarial Present Value Shown in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column in SCT | Increase for Service Cost for Pension Plans | Increase for Fair Value at Year End of Unvested Equity Awards Granted During Year | Change in Fair Value From Previous Year End to Indicated Year End of Prior Years’ Unvested Equity Awards | Change in Fair Value From Previous Year End to Vesting Date of Prior Years’ Equity Awards That Vested During Year | Deduction of Fair Value as of Previous Year End of Prior Awards Forfeited During Year | Total CAP | | 2025 | $11,830,626 | $(3,979,216) | $— | $— | $— | $3,280,745 | $3,257,408 | $390,163 | $— | $14,779,726 |

  56. Pay Versus Performance

    (4) The dollar amount shown is the average of the total compensation reported for our Named Executive Officers as a group (other than our PEO) in the Summary Compensation Table for the applicable year. (5) The dollar amounts shown represent average “compensation actually paid” to the Named Executive Officers as a group (other than our PEO), as determined in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned, realized or received by the Named Executive Officers (other than our PEO) for the applicable year. The following table sets forth the adjustments made to average total compensation shown in the Summary Compensation Table (SCT) for the applicable year to arrive at average “compensation actually paid” (CAP) to our Named Executive Officers (other than our PEO) for 2025:

  57. Pay Versus Performance

    | Year | Average SCT Total for Non-PEO NEOs | Average Deduction for Grant Date Fair Value Shown in “Stock Awards” Column in SCT | Average Deduction for Grant Date Fair Value of Option Awards Shown in “Option Awards” Column in SCT | Average Deduction for Change in Actuarial Present Value Shown in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column in SCT | Average Increase for Service Cost for Pension Plans | Average Increase for Fair Value at Year End of Unvested Equity Awards Granted During Year | Average Change in Fair Value From Previous Year End to Indicated Year End of Prior Years’ Unvested Equity Awards | Average Change in Fair Value From Previous Year End to Vesting Date of Prior Years’ Equity Awards That Vested During Year | Deduction of Fair Value as of Previous Year End of Prior Awards Forfeited During Year | Average Total CAP | | 2025 | $7,946,481 | $(2,011,630) | $— | $(443,807) | $— | $1,658,528 | $1,701,182 | $69,607 | $— | $8,920,361 |

  58. Pay Versus Performance

    (6) In accordance with SEC rules, this amount assumes $100 was invested in our Class A Common Stock and in the peer group, respectively, for the cumulative period from December 31, 2020 through the end of the listed fiscal year. Historical stock price performance is not necessarily indicative of future stock price performance. (7) Cumulative total shareholder return for all years shown was determined based on a peer group of eight publicly traded retail automotive companies considered as the primary peer group in determining executive compensation for 2025. This peer group is composed of Asbury Automotive Group, Inc., AutoNation, Inc., CarMax, Inc., Carvana Co., Group 1 Automotive, Inc., Lithia Motors, Inc., Penske Automotive Group, Inc. and Rush Enterprises, Inc., and these companies also comprise the Peer Group Index in the performance graph appearing in our 2022, 2023, 2024 and 2025 Annual Reports to Stockholders. For 2021, a peer group of five publicly traded retail automotive companies was considered as the primary peer group in determining executive compensation. The companies considered to be the primary peer group for the executive compensation process in 2021 were Asbury Automotive Group, Inc., AutoNation, Inc., Group 1 Automotive, Inc., Lithia Motors, Inc. and Penske Automotive Group, Inc. which are the same companies included in the Peer Group Index of the performance graph appearing in our Annual Report to Stockholders for such year. We expanded the primary peer group that was considered in determining executive compensation for 2022 based on the peer group report prepared for the Compensation Committee by Willis Towers Watson in late 2021 and did not make any changes to the peer group for 2023, 2024 or 2025. See “—Compensation Discussion and Analysis—2025 Executive Officer Compensation Program” for more information. The table below compares the Company’s cumulative total shareholder return for 2025, 2024, 2023, 2022 and 2021 with that of both the peer group considered in 2022, 2023, 2024 and 2025 and the prior peer group considered in 2021:

  59. Pay Versus Performance

    | | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (Weighted Average by Market Value) | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | | Sonic Automotive, Inc. | $176.79 | $177.26 | $153.90 | $131.91 | $129.42 | | 2022 - 2025 Peer Group | $193.86 | $136.65 | $87.17 | $53.28 | $118.55 | | Prior Peer Group | $214.88 | $209.23 | $190.63 | $130.23 | $141.98 |

  60. Pay Versus Performance

    (8) Adjusted EPS is the Company-selected performance measure that in our assessment represents the most important financial performance measure that Sonic used to link compensation actually paid to the Named Executive Officers for 2025 to Company performance. Adjusted EPS was used as a performance measure for determining 2025 annual incentive cash bonus awards for the Named Executive Officers and as a performance condition for our 2025 grants of performance-based restricted stock units to the Named Executive Officers. Adjusted EPS is specially defined for these purposes as (i) Sonic’s net income from continuing operations determined in accordance with GAAP, adjusted to fix the income tax rate on net income at 27.5% for 2025 (26% for 2024 and 2023, 25% for 2022 and 26.25% for 2021) and to take into account the timing of the disposition of dealerships during the year such that the budget and actual performance of dealerships disposed of during the year are included in the calculation of Adjusted EPS performance objective levels and Adjusted EPS only for the period up to the date of such disposition, and excluding the effects of (A) any gain or loss recognized by Sonic on the disposition of dealerships (including asset or lease impairment charges related to a decision to sell a specific dealership), (B) asset write-downs and impairment charges, (C) debt restructuring charges and costs, (D) expense attributable to earn-out and similar transaction-related payments with respect to consummated acquisitions, (E) any assessed withdrawal liability against Sonic and/or any of Sonic’s subsidiaries (or related settlement) with respect to any of Sonic’s dealership subsidiaries that participate in or have participated in the Automotive Industries Pension Plan (a multiemployer pension plan), (F) property loss, business interruption loss of earnings, extra operational costs, direct recovery costs and/or replacement expense attributable to acts of God or nature, or a cyberattack upon Sonic or any of Sonic’s key vendors, which loss or expense would have been covered under Sonic’s applicable insurance policies but for an applicable deductible, and any actual financial recoveries under such insurance policies, (G) certain other designated items such as expenses attributable to the renovation and/or reconstruction of the Audi Houston Central dealership building (net of litigation or settlement recoveries in the related pending construction litigation), and (H) the cumulative effect of any changes in GAAP during the year, divided by (ii) a diluted weighted average share count for Sonic’s fiscal year ended December 31, 2025, determined in accordance with GAAP (a diluted weighted average share count for Sonic’s fiscal year end determined in accordance with GAAP also applied for 2024 and 2023; a pre-established diluted weighted average share count of 43,500,000 shares applied for 2022; and a pre-established diluted weighted average share count of 44,000,000 shares applied for 2021). For more information about how we use Adjusted EPS to link compensation actually paid to Company performance, see “—Compensation Discussion and Analysis—Annual Cash Compensation—Performance-Based Cash Bonus for 2025” and “—Compensation Discussion and Analysis—Long-Term Equity Compensation—Named Executive Officer Annual Grants for 2025.” Compensation Actually Paid Versus Total Shareholder Return (TSR) The graph below compares the compensation actually paid (CAP) to our Principal Executive Officer (PEO) and the average CAP to the other Named Executive Officers to our Total Shareholder Return for our five most recently completed fiscal years 2021, 2022, 2023, 2024 and 2025, and also shows a comparison for the same period of our Total Shareholder Return to Peer Group Total Shareholder Return for the same period (based on the peer group reflected in the “Pay Versus Performance Table”): Compensation Actually Paid Versus Net Income The graph below compares the compensation actually paid (CAP) to our Principal Executive Officer (PEO) and the average CAP to the other Named Executive Officers to our Net Income for our five most recently completed fiscal years 2021, 2022, 2023, 2024 and 2025: Compensation Actually Paid Versus Adjusted EPS The graph below compares the compensation actually paid (CAP) to our Principal Executive Officer (PEO) and the average CAP to the other Named Executive Officers to our Adjusted EPS for our five most recently completed fiscal years 2021, 2022, 2023, 2024 and 2025: Most Important Company Performance Measures for Determining Named Executive Officer Compensation The three items listed below represent in unranked order the most important Company performance measures used to determine compensation actually paid to our Principal Executive Officer (PEO) and other Named Executive Officers for 2025:

  61. Pay Versus Performance

    | Most Important Performance Measures | | Adjusted EPS | | Customer Satisfaction Index (CSI) | | Stock Price |

  62. Pay Versus Performance

    For more information about the Company’s process to determine compensation for our Named Executive Officer compensation as it relates to these performance measures, see “—Compensation Discussion and Analysis—Annual Cash Compensation—Performance-Based Cash Bonus for 2025” and “—Compensation Discussion and Analysis—Long-Term Equity Compensation.”