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Smith group boosts Sonic Automotive (SAH) stake and weighs more share purchases

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Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Sonic Automotive’s Schedule 13D/A shows updated ownership positions for OBS Family, LLC, Sonic Financial Corporation and members of the Smith family after the company’s open‑market share repurchases. OBS Family now reports beneficial ownership of 3,007,784 Class A shares, or 9.5%, while Sonic Financial Corporation reports 9,858,125 Class A shares, or 31.2%. B. Scott Smith reports beneficial ownership of 13,215,188 shares (41.8%), David Bruton Smith 13,365,903 shares (42.3%), and Marcus G. Smith 12,917,852 shares (40.9%), including shares issuable upon conversion of Class B stock. The group states it believes Sonic Automotive’s shares are undervalued and discloses an intention to potentially acquire additional shares in the open market or via private transactions, which could result in beneficial ownership above 50% of the Class A shares and could include considering alternatives such as a potential take‑private transaction.

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Insights

Smith-affiliated holders update a large Sonic stake and flag potential further accumulation or a future take-private.

The amended Schedule 13D consolidates a significant ownership position in Sonic Automotive across OBS Family, LLC, Sonic Financial Corporation and Smith family members. Reported beneficial ownership ranges from 9.5% at OBS Family to over 40% for individual family members, including shares issuable upon Class B conversion.

The filing links higher ownership percentages mainly to Sonic’s own share repurchases, not recent open‑market buying by the group. However, the Reporting Persons now explicitly state that they view the shares as undervalued and may buy additional stock, potentially lifting beneficial ownership of Class A above 50%.

The disclosure that the group may evaluate alternatives such as a transaction to take Sonic private is notable from a control and governance perspective. Actual outcomes depend on future market conditions, the group’s decisions, and any subsequent agreements or regulatory requirements, which would be detailed in later company filings if pursued.

OBS Family beneficial ownership 3,007,784 shares (9.5%) Class A beneficial ownership reported in Amendment No. 5
Sonic Financial Corp. beneficial ownership 9,858,125 shares (31.2%) Class A beneficial ownership via conversion of Class B
B. Scott Smith beneficial ownership 13,215,188 shares (41.8%) Includes direct Class A and indirect/Class B-convertible holdings
David Bruton Smith beneficial ownership 13,365,903 shares (42.3%) Includes direct Class A and indirect/Class B-convertible holdings
Marcus G. Smith beneficial ownership 12,917,852 shares (40.9%) Includes direct Class A and indirect/Class B-convertible holdings
Class A shares outstanding 19,574,728 shares Outstanding Sonic Automotive Class A as of April 28, 2026
Class B convertible into Class A 12,029,375 shares Class A shares issuable upon conversion of all Class B as of April 28, 2026
beneficial ownership financial
"This Amendment is being filed to, among other things, reflect the following increases in the beneficial ownership of the Shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Schedule 13D regulatory
"The Reporting Persons filed an initial on November 19, 1997. The was amended from time to time"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
share repurchase program financial
"principally as a result of repurchases of Shares made by the Issuer in the open market ... under the Issuer's share repurchase program"
A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.
Class B Common Stock financial
"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"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
take the Issuer private financial
"alternatives could include, among other things, a transaction to take the Issuer private"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How much of Sonic Automotive (SAH) do Smith-affiliated entities now beneficially own?

OBS Family, LLC reports beneficial ownership of 3,007,784 Sonic Automotive Class A shares, or 9.5%. Sonic Financial Corporation reports 9,858,125 Class A shares, or 31.2%, while individual Smith family members report beneficial ownership levels above 40% each.

Why did Sonic Automotive (SAH) ownership percentages for the Smith group increase?

The filing attributes higher reported percentages mainly to share repurchases by Sonic Automotive between June 22, 2022 and June 12, 2026. These repurchases reduced the public float, which raised the Smith group’s percentage beneficial ownership even without significant recent buying activity disclosed in this amendment.

Does the Sonic Automotive (SAH) Schedule 13D/A indicate plans to buy more shares?

Yes. The Reporting Persons state they believe Sonic Automotive shares are undervalued and may acquire additional shares over time. They may purchase stock in open‑market trades or privately negotiated transactions, with the exact amount depending on market conditions and other factors.

Could the Smith group gain control of more than 50% of Sonic Automotive (SAH) Class A shares?

The amendment notes that future acquisitions, including potential conversion of Class B into Class A, could result in beneficial ownership exceeding 50% of outstanding Class A shares. This is presented as a possibility, not a committed target or transaction in the document.

Does the Sonic Automotive (SAH) 13D/A mention a possible take-private transaction?

The Reporting Persons say they may evaluate various alternatives for their investment, which could include a transaction to take Sonic Automotive private. They emphasize there is no assurance any such action will occur and reserve broad flexibility to change their plans.

What share counts underpin the ownership percentages in the Sonic Automotive (SAH) filing?

Percentages are calculated using 19,574,728 outstanding Class A shares as of April 28, 2026 and 12,029,375 Class A shares issuable upon conversion of all outstanding Class B shares. These figures come from Sonic Automotive’s Form 10‑Q for the quarter ended April 28, 2026.





83545G102

(CUSIP Number)
Cary Tharrington
Sonic Financial Corporation, 5401 East Independence Boulevard
Charlotte, NC, 28212
704 532-3320


Eric Schiele
Paul Hastings LLP, 200 Park Avenue
New York, NY, 10166
212 318-6694

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
06/12/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 7 includes (i) 2,171,250 shares of Sonic Automotive, Inc.'s Class A Common Stock that can be acquired, upon the election of the reporting person, through the conversion of 2,171,250 shares of Sonic Automotive, Inc.'s Class B Common Stock owned directly by the reporting person, and (ii) 836,534 shares of Sonic Automotive, Inc.'s Class A Common Stock owned directly by the reporting person. The percentage in Row 13 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.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 7 includes 9,858,125 shares of Sonic Automotive, Inc.'s Class A Common Stock that can be acquired, upon the election of the reporting person, through the conversion of 9,858,125 shares of Sonic Automotive, Inc.'s Class B Common Stock owned directly by the reporting person. The percentage in Row 13 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.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 7 includes 349,279 shares of Sonic Automotive, Inc.'s Class A Common Stock owned directly by the reporting person. Row 8 includes (i) 9,858,125 shares of Sonic Automotive, Inc.'s Class A Common Stock that can be acquired, upon the election of Sonic Financial Corporation, through the conversion of 9,858,125 shares of Sonic Automotive, Inc.'s Class B Common Stock owned indirectly by the reporting person (and directly by Sonic Financial Corporation), (ii) 836,534 shares of Sonic Automotive, Inc.'s Class A Common Stock owned indirectly by the reporting person (and directly by OBS Family, LLC), and (iii) 2,171,250 shares of Sonic Automotive, Inc.'s Class A Common Stock that can be acquired, upon the election of OBS Family, LLC, through the conversion of 2,171,250 shares of Sonic Automotive, Inc.'s Class B Common Stock owned indirectly by the reporting person (and directly by OBS Family, LLC). The percentage in Row 13 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.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 7 includes 499,994 shares of Sonic Automotive, Inc.'s Class A Common Stock owned directly by the reporting person. Row 8 includes (i) 9,858,125 shares of Sonic Automotive, Inc.'s Class A Common Stock that can be acquired, upon the election of Sonic Financial Corporation, through the conversion of 9,858,125 shares of Sonic Automotive, Inc.'s Class B Common Stock owned indirectly by the reporting person (and directly by Sonic Financial Corporation), (ii) 836,534 shares of Sonic Automotive, Inc.'s Class A Common Stock owned indirectly by the reporting person (and directly by OBS Family, LLC), and (iii) 2,171,250 shares of Sonic Automotive, Inc.'s Class A Common Stock that can be acquired, upon the election of OBS Family, LLC, through the conversion of 2,171,250 shares of Sonic Automotive, Inc.'s Class B Common Stock owned indirectly by the reporting person (and directly by OBS Family, LLC). The percentage in Row 13 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.


SCHEDULE 13D




Comment for Type of Reporting Person:
Row 7 includes 51,943 shares of Sonic Automotive, Inc.'s Class A Common Stock owned directly by the reporting person. Row 8 includes (i) 9,858,125 shares of Sonic Automotive, Inc.'s Class A Common Stock that can be acquired, upon the election of Sonic Financial Corporation, through the conversion of 9,858,125 shares of Sonic Automotive, Inc.'s Class B Common Stock owned indirectly by the reporting person (and directly by Sonic Financial Corporation), (ii) 836,534 shares of Sonic Automotive, Inc.'s Class A Common Stock owned indirectly by the reporting person (and directly by OBS Family, LLC), and (iii) 2,171,250 shares of Sonic Automotive, Inc.'s Class A Common Stock that can be acquired, upon the election of OBS Family, LLC, through the conversion of 2,171,250 shares of Sonic Automotive, Inc.'s Class B Common Stock owned indirectly by the reporting person (and directly by OBS Family, LLC). The percentage in Row 13 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.


SCHEDULE 13D


OBS Family, LLC
Signature:/s/ B. Scott Smith
Name/Title:B. Scott Smith / Manager
Date:06/16/2026
Signature:/s/ David Bruton Smith
Name/Title:David Bruton Smith/Manager
Date:06/16/2026
Signature:/s/ Marcus G. Smith
Name/Title:Marcus G. Smith/Manager
Date:06/16/2026
Sonic Financial Corporation
Signature:/s/ Cary Tharrington
Name/Title:Cary Tharrington / Senior Vice President and General Counsel
Date:06/16/2026
B. Scott Smith
Signature:/s/ B. SCOTT SMITH
Name/Title:B. SCOTT SMITH
Date:06/16/2026
David Bruton Smith
Signature:/s/ DAVID BRUTON SMITH
Name/Title:/s/ DAVID BRUTON SMITH
Date:06/16/2026
Marcus G. Smith
Signature:/s/ MARCUS G. SMITH
Name/Title:/s/ MARCUS G. SMITH
Date:06/16/2026