Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated balance sheets of RFJ Auto Partners, Inc. and its subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, stockholders' equity and cash flows of RFJ Auto Partners, Inc. and its subsidiaries for each of the years in the two-year period ended December 31, 2020 and the notes related thereto, together with the report thereon of Dixon Hughes Goodman LLP included in the audited consolidated financial statements, are filed as Exhibit 99.1 hereto and are incorporated herein by reference.

The unaudited condensed consolidated balance sheet of RFJ Auto Partners, Inc. and its subsidiaries as of September 30, 2021 and 2020, the related condensed consolidated statements of operations, stockholders' equity and cash flows for the nine months ended September 30, 2021 and 2020, and the notes related thereto, are filed as Exhibit 99.2 hereto and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma combined statement of operations of Sonic Automotive, Inc. for the year ended December 31, 2020 and condensed combined statements of operations of Sonic Automotive, Inc. for the nine months ended September 30, 2021, the unaudited pro forma condensed combined balance sheet of Sonic Automotive, Inc. as of September 30, 2021, and the notes related thereto, are filed as Exhibit 99.3 hereto and are incorporated herein by reference.



(d) Exhibits.

  Exhibit
    No.            Description
                     Consent of Dixon Hughes Goodman LLP relating to the financial statements of
    23.1           RFJ Auto Partners, Inc.

                     Audited Consolidated Financial Statements of     RFJ Auto Partners, Inc.
                     and its subsidiaries as of December 31, 2020 and 2019, and for each of the
    99.1           years in the two year period ended December 31, 2020.

                     Unaudited Condensed Consolidated Financial Statements of RFJ Auto Partners,
                   Inc. and its subsidiaries as of and for the nine months ended September 30, 2021
    99.2           and 2020.

                     Unaudited Pro Forma Combined Statement of operations of Sonic Automotive, Inc.
                   for the year ended December 31, 2020 and Condensed Combined Statement of
                   operations of Sonic Automotive, Inc. for the nine months ended September 30,
                   2021 and Unaudited Pro Forma Condensed Combined Balance Sheet of Sonic
    99.3           Automotive, Inc. as of September 30, 2021.

    104            Cover Page Interactive Data File (embedded within the Inline XBRL document).

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