Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 11, 2026, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Sonic Automotive, Inc. (the "Company") established the parameters for determining performance-based cash bonuses for the performance period of January 1, 2026 through December 31, 2026 (the "Performance Period") for the following executive officers of the Company (the "Executive Officers"): Mr. David Bruton Smith, Chairman and Chief Executive Officer; Mr. Jeff Dyke, President; and, Mr. Heath R. Byrd, Executive Vice President and Chief Financial Officer. The Compensation Committee established performance requirements consisting of achievement levels related to (1) adjusted earnings per share goals and (2) customer satisfaction performance goals based on the percentage of the Company's dealerships that meet or exceed specified objectives, as reported by the respective manufacturers for such brands. Following the completion of the Performance Period, the Compensation Committee will evaluate the Company's achievement of the pre-established performance goals and will determine actual bonus amounts to be paid to the Executive Officers by no later than March 15, 2027.