SONIC AUTOMOTIVE INC

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

(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:

(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:

(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:

(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:

Most Important Performance Measures

Adjusted EPS

Customer Satisfaction Index (CSI)

Stock Price

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.”