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SONIC AUTOMOTIVE INC
SAH
Amendment
Ownership

42.30%

Total Shares

13,365,903

Issuer CIK

1043509

Event Date

Jun 11, 2026

Accepted

Jun 17, 2026, 07:56 AM

SEC EDGARView Original Filing
Reporting Persons (5)
NameType% of ClassAggregateSole VotingShared Voting
David Bruton Smith
Individual
42.30%13,365,903499,99412,865,909
B. Scott Smith
Individual
41.80%13,215,188349,27912,865,909
Marcus G. Smith
Individual
40.90%12,917,85251,94312,865,909
Sonic Financial Corporation
CO
31.20%9,858,1259,858,1250
OBS Family, LLC
Other
9.50%3,007,7843,007,7840
Disclosure Items (3)

Security Title

Class A Common Stock, par value $0.01 per share

Issuer Name

SONIC AUTOMOTIVE INC

Issuer Address

4401 Colwick Road, Charlotte, NC, 28211

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: The Reporting Persons filed an initial Schedule 13D on November 19, 1997. The Schedule 13D was amended from time to time to reflect, among other things, additional purchases and sales of Shares over time. The Reporting Persons presently believe that the Shares are undervalued at current market prices and represent an attractive investment opportunity. As a result, the Reporting Persons are filing this Amendment to, among other things, report their intention to potentially acquire additional Shares from time to time in open market transactions or in privately negotiated transactions with third parties. The Reporting Persons have not decided on an exact number of Shares to acquire, which will depend on market conditions and other factors, and such acquisitions could result in the Reporting Persons acquiring greater than 50% beneficial ownership of the outstanding shares of Class A Common Stock (including as a result of the conversion or exchange of Class B Common Stock by the Reporting Persons). In addition, depending on the Reporting Persons continuing assessment of certain factors, including the Issuer's financial condition and market conditions, the Reporting Persons will continue to periodically evaluate, and may in the future determine to pursue, various potential alternatives with respect to their investment in the Issuer, which alternatives could include, among other things, a transaction to take the Issuer private. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, at any time, change or reconsider their position and/or their purpose regarding any or all of the foregoing. There can be no assurance that the Reporting Persons (or any of their affiliates) will take any of the actions described above with respect to the Shares or the Issuer. Moreover, there can be no assurance that the Reporting Persons will or will not develop any alternative plans or proposals with respect to any of the foregoing matters or take any particular action or actions with respect to some or all of their holdings in the Issuer, or as to the timing of any such matters should they be so pursued by the Reporting Persons. The Reporting Persons reserve the right, at any time and in each Reporting Person's sole discretion, to take or refrain from taking any of the actions set forth above and the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including any or all of the actions set forth in paragraphs (a)-(j) of Item 4 of Schedule 13D. Except as described in this Item 4, as of the date hereof, the Reporting Persons have no present plan or proposal that relates to or would result in any of the matters set forth in subsections (a) through (j) of Item 4 of Schedule 13D.

Percentage of Class

The Information contained on the cover pages to this Amendment and the information set forth in the Item 1 Comment and in Item 4 is hereby incorporated into Item 5 by reference. The aggregate number and percentage of Shares beneficially owned by OBS Family, LLC, Sonic Financial Corporation, B. Scott Smith, David Bruton Smith, and Marcus G. Smith are set forth on rows 11 and 13 of pages 2, 3, 4, 5, and 6 hereof, respectively, which information is hereby incorporated herein by reference. The percentage is calculated based upon (i) 19,574,728 total outstanding shares of Sonic Automotive, Inc.'s Class A Common Stock, par value $0.01 per share, as of April 28, 2026, as set forth in the Issuer's Form 10-Q (Q1) filed with the SEC on April 30, 2026 and (ii) 12,029,375 shares of Sonic Automotive, Inc.'s Class A Common Stock issuable upon conversion of the total outstanding shares of Sonic Automotive, Inc.'s Class B Common Stock as of April 28, 2026, as set forth in the Issuer's Form 10-Q (Q1) filed with the SEC on April 30, 2026.

Number of Shares

The numbers of shares as to which OBS Family, LLC, Sonic Financial Corporation, B. Scott Smith, David Bruton Smith, and Marcus G. Smith have sole power to vote, shared power to vote, sole power to dispose, or shared power to dispose are set forth on rows 7-10 of pages 2, 3, 4, 5, and 6 hereof, respectively, which information is hereby incorporated herein by reference.

Transactions

There have been no transactions in Shares effected by the Reporting Persons or, to the best of the Reporting Person's knowledge, any person or entity identified on Schedule I to the Amendment No. 4 to the Schedule 13D of the Reporting Persons, dated February 1, 2023, during the last 60 days.

Shareholders

Not applicable.

Date of 5% Ownership

Not applicable. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Act, the beneficial owners of any securities of the Issuer that such Reporting Persons do not directly own. The Reporting Persons specifically disclaim beneficial ownership of the securities reported herein that such Reporting Persons do not directly own.