Statement of Ownership: Solicitation

Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

Speedway Motorsports, Inc.

(Name of Subject Company)

Speedway Motorsports, Inc.

(Names of Persons Filing Statement)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

847788106

(CUSIP Number of Class of Securities)

J. Cary Tharrington IV

Senior Vice President and General Counsel

5555 Concord Parkway South

Concord, NC 28027

[phone]

With copies to:

Richard W. Viola

Rakesh Gopalan

McGuireWoods LLP

201 North Tryon St

Suite 3000

Charlotte, NC 28202

[phone]

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

• Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. 1

Table of Contents
Table of Contents
	Page
Item 1. SUBJECT COMPANY INFORMATION.	2
Item 2. IDENTITY AND BACKGROUND OF FILING PERSON.	2
Item 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.	4
Item 4. THE SOLICITATION OR RECOMMENDATION.	10
Item 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.	35
Item 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.	35
Item 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.	35
Item 8. ADDITIONAL INFORMATION.	36
Item 9. EXHIBITS.	42
ANNEX A Directors and Executive Officers	A-1
ANNEX B Opinion of the Special Committee's Financial Advisor	B-1
ANNEX C Section 262 of the General Corporation Law of the State of Delaware	C-1

Item 1. SUBJECT COMPANY INFORMATION.

Name and Address.

The name of the subject company to which this Solicitation/Recommendation Statement on Schedule 14D-9 (together with any exhibits and annexes attached hereto, this " Schedule 14D-9 ") relates is Speedway Motorsports, Inc., a Delaware corporation (" SMI " or the " C ompany "). SMI's principal executive office is located at 5555 Concord Parkway South, Concord, NC 28027. SMI's telephone number at this address is [phone].

Securities.

The title of the class of equity securities to which this Schedule 14D-9 relates is SMI's common stock, par value $0.01 per share (each, a " Share "). As of August 9, 2019, there were (a) 40,853,902 Shares outstanding, which includes 261,003 shares of restricted stock subject to satisfaction of vesting, performance or other forfeiture conditions (" Company Restricted Stock "), (b) 40,500 Shares subject to issuance pursuant to unexpired and unexercised options to purchase Shares granted by SMI (each, a " Company Stock Option "), (c) 127,258 Shares subject to issuance upon settlement of restricted stock units granted by SMI (each, a " Company RSU "), (d) 2,663,431 Shares reserved for future issuance under the Speedway Motorsports, Inc. 2013 Stock Incentive Plan, as amended and restated as of April 19, 2017 (the " 2013 Plan ") (e) 202,207 Shares reserved for issuance under the Speedway Motorsports, Inc. 2018 Formula Restricted Stock Plan for Non- Employee Directors dated as of March 7, 2018 (the " Formula Plan "), and (f) 439,000 Shares reserved for issuance under the Speedway Motorsports, Inc. Employee Stock Purchase Plan.

Item 2. IDENTITY AND BACKGROUND OF FILING PERSON.

Name and Address.

The filing person is the subject company. The name, business address and business telephone number of the Company are set forth above in " Item 1. Subject Company Information-Name and Address . " The Company's website address is www.speedwaymotorsports.com. The information on SMI's website should not be considered a part of this Schedule 14D-9 and is expressly not incorporated herein by reference.

Business and Background of the Company's Directors and Executive Officers.

The name, principal business address, principal occupation and business experience during the past five years of each of the Company's directors and executive officers is set forth in Annex A hereto. None of the listed persons, during the past five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree, or final order enjoining him or her from future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violations of such laws. Unless otherwise indicated, all directors and executive officers of the Company are citizens of the United States of America. Unless otherwise indicated, the business address of the directors and executive officers is 5555 Concord Parkway South, Concord, NC 28027.

2

Table of Contents

Tender Offer and Merger .

This Schedule 14D-9 relates to the cash tender offer (the " Offer ") by Speedco, Inc., a Delaware corporation ( " Purchaser ") and a wholly owned subsidiary of Sonic Financial Corporation, a North Carolina corporation (" Parent "), to acquire all of the outstanding Shares at an offer price of $19.75 per Share in cash (the " Offer Price "), without interest, subject to reduction for any applicable withholding taxes. Parent is owned and controlled by O. Bruton Smith, the Company's executive chairman, and certain members of his family, including Marcus G. Smith, the Company's Chief Executive Officer and a director of the Company, and B. Scott Smith, a director of the Company, and affiliated entities and trusts (collectively, the " Smith Family "). Parent and certain members of the Smith Family currently collectively own approximately 71.3% of the Shares.

The Offer is disclosed in the Tender Offer Statement on Schedule TO (as it may be amended or supplemented from time to time, the " Schedule TO "), filed by Parent and Purchaser with the U.S. Securities and Exchange Commission (" SEC ") on August 16, 2019, and is made upon the terms and subject to the conditions set forth in the Offer to Purchase (as it may be amended or supplemented from time to time, the " Offer to Purchase ") and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the " Letter of Transmittal "). The Offer to Purchase and form of Letter of Transmittal are being mailed with this Schedule 14D-9 and are filed as Exhibits (a)(1)(A) and (a)(1)(B) to this Schedule 14D-9, respectively, and are incorporated herein by reference.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of July 23, 2019 (as it may be amended, modified or supplemented from time to time in accordance with its terms, the " Merger Agreement "), by and among the Company, Parent and Purchaser. The Merger Agreement is summarized in Section 13, titled " The Merger Agreement ", of the Offer to Purchase. The Merger Agreement provides that, as soon as practicable (and, in any event, no later than the first business day) following the consummation of the Offer and subject to the terms and conditions of the Merger Agreement, Purchaser will merge with and into the Company (the " Merger "), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (the " DGCL "), under which no stockholder vote is required to consummate the Merger. At the effective time of the Merger (the " Merger Effective Time "), (i) each Share owned by the Company as treasury stock or owned by Parent, Purchaser or any other direct or indirect wholly owned subsidiary of Parent will be cancelled for no consideration and (ii) each other Share outstanding immediately before the Merger Effective Time (other than Shares for which appraisal rights have been properly demanded and not withdrawn or lost and Shares owned by any subsidiary of the Company) will be cancelled and converted into the right to receive, upon their surrender, an amount equal to the Offer Price, without interest and less any required withholding taxes (the " Merger Consideration "). As a result of the Merger, the Shares will cease to be publicly traded, and the Company will become wholly owned by Parent.

The obligation of Purchaser to purchase Shares tendered in the Offer is subject to a non-waivable condition that there will have been validly tendered (and not validly withdrawn) a number of Shares greater than 50% of the outstanding Shares owned by stockholders of the Company other than the Affiliated Stockholders (such other stockholders, the " Public Stockholders ") immediately before the expiration of the Offer (the " Minimum Offer Condition ") and is subject to the satisfaction or waiver of other conditions set forth in the Merger Agreement, including, (a) the absence of any law, injunction, judgment or other legal restraint that prohibits the consummation of the Offer or the Merger; (b) the accuracy of the representations and warranties of the Company and compliance by the Company with the covenants contained in the Merger Agreement, subject to a Company Material Adverse Effect (as defined in the Merger Agreement) and other materiality qualifiers; (c) there not having been a Company Material Adverse Effect since the date of the Merger Agreement; and (d) the completion of a specified marketing period for the debt financing being obtained by Parent to fund the payment of the aggregate Offer Price and Merger Consideration (collectively, the " Offer Conditions "). The " Affiliated Stockholders " are Parent, its affiliates and each person listed in Schedule I to the Merger Agreement, which include OBS Holdings, LLC (" Holdings "), O. Bruton Smith, Marcus G. Smith, B. Scott Smith, David Bruton Smith, William R. Brooks, Randall Storey and Bernard Byrd. Subject to the satisfaction of the Minimum Offer Condition and the satisfaction or waiver by Purchaser or Parent of the other Offer Conditions, Purchaser will promptly after the expiration date of the Offer accept for payment all Shares tendered (and not validly withdrawn) under the Offer and promptly thereafter pay for such Shares.

Purchaser commenced (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended, the " Exchange Act ") the Offer on August 16, 2019. Subject to the terms and conditions of the Merger Agreement and the Offer, the Offer will initially be scheduled to expire one minute after 11:59 p.m., New York City time, on September 16, 2019, the date that is 20 business days (for this purpose calculated in accordance with Rules 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act) following commencement of the Offer.

3

Table of Contents

The foregoing summary of the Offer is qualified in its entirety by the description contained in the Offer to Purchase, the Letter of Transmittal and the Merger Agreement. A copy of the Merger Agreement is filed as Exhibit (e)(1) to this Schedule 14D-9 and is incorporated herein by reference.

Parent has formed Purchaser for the purpose of engaging in the transactions contemplated by the Merger Agreement (the " Transactions "), including the Offer and the Merger. To date, Purchaser has not carried on any activities other than those related to its formation, the Merger Agreement, the Offer and the Merger. According to the Offer to Purchase filed by Purchaser as Exhibit (a)(1)(i) to the Schedule TO, the address of the principal executive office of each of Parent and Purchaser is 5401 East Independence Boulevard, Charlotte, NC 28212, and the telephone number at such principal office is [phone].

The information relating to the Offer, including the Offer to Purchase, the Letter of Transmittal and related documents and this Schedule 14D-9, can be obtained without charge from the SEC's website at www.sec.gov. This Schedule 14D-9 is also located on the SEC filings page of the Speedway Motorsports Investor Relations website, and the Offer to Purchase and the other related materials are available directly from MacKenzie Partners, Inc., the information agent for the Offer, toll free at [phone] (please call [phone] (collect) if you are located outside the United States or Canada) or via email at [e-mail].

Item 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

Except as set forth in this Schedule 14D-9 or as otherwise incorporated herein by reference, as of the date hereof, to the knowledge of the Company, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interest between the Company or any of its affiliates, on the one hand, and (1) Parent, Purchaser or their respective executive officers, directors or affiliates, or (2) the Company's executive officers, directors or affiliates, on the other hand.

In connection with the consideration of the non-binding proposal from Parent to acquire the outstanding Shares, the Company's board of directors (the " Board ") formed a special committee (the " Special Committee ") comprised of Mr. Mark M. Gambill, Mr. James P. Holden and Mr. Tom E. Smith, each of whom is an independent and disinterested director of the Company, to act on behalf of the Company to consider the proposal by Parent. Mr. Tom E. Smith is not related to Messrs. O. Bruton Smith (the Company's Executive Chairman and a director of the Company), Marcus G. Smith (the Company's Chief Executive Officer and a director of the Company) or B. Scott Smith (a director of the Company).

The Special Committee and the Board were aware of the contracts, agreements, arrangements or understandings and any actual or potential conflicts of interest described below in this Item 3 and considered them along with other matters described below in " Item 4. The Solicitation or Recommendation-Reasons for theOffer and the Merger; Recommendation of the Special Committee ; Recommendation of the Board ; Fairness of the Offer and the Merger ."

Arrangements between the Company , Parent and Certain of its Affiliates .

The Merger Agreement

The Merger Agreement governs the contractual rights among the Company, Parent and Purchaser in relation to the Transactions. The Merger Agreement is not intended to provide any other factual information about the Company, Parent or Purchaser. The Merger Agreement has been included as an exhibit to this Schedule 14D-9 to provide the Company's stockholders with information regarding the terms of the Merger Agreement and is not intended to modify or supplement any factual disclosures about the Company included in the Company's public reports filed with the SEC. In particular, the assertions embodied in the representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement and as of specified dates, were solely for the benefit of the parties to the Merger Agreement, and are subject to limitations agreed upon by the parties to the Merger Agreement, including being qualified by confidential disclosure schedules provided by the Company to Parent and Purchaser in connection with the execution and delivery of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement.

Moreover, the representations and warranties in the Merger Agreement are the product of negotiations among the Company, Parent and Purchaser and certain representations and warranties in the Merger Agreement have been made for the purposes of allocating risk among the parties to the Merger Agreement instead of establishing matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts about the Company, Parent or Purchaser. The representations and warranties set forth in the Merger Agreement may also be subject to a contractual standard of materiality or material adverse effect different from that generally applicable under federal securities laws. Investors are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, or covenants or any descriptions thereof as characterizations of the actual state of facts or the actual condition of the Company, Parent or Purchaser, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of such representations and warranties, which do not purport to be accurate as of the date of this Schedule 14D-9, may have changed since the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the parties' public disclosures.

4

Table of Contents

A summary of the Merger Agreement is contained in Section 13, titled " The Merger Agreement ", of the Offer to Purchase, which summary is incorporated herein by reference, but is qualified in its entirety by reference to the Merger Agreement, which is the actual legal document governing the Offer and the Merger and the parties' respective rights and obligations with respect thereto. A copy of the Merger Agreement is filed as Exhibit (e)(1) to this Schedule 14D-9 and is incorporated herein by reference.

Existing Business T ransactions between the Company and Parent and its Affiliates

Pursuant to a joint services agreement between the Company and Parent that became effective on January 1, 2015, the Company and Parent utilize certain shared employees, with each party responsible for its proportionate share of each employee's total wages (except the Company's portion of the value of Parent's shared employee is offset against any amounts owed by Parent to the Company). In addition, under the joint services agreement, Parent provides the Company access to the use of airplanes at hourly rates set forth in the agreement. The Company incurred net expenses of approximately $1,523,000 and $845,000 under the joint services agreement in 2018 and 2017, respectively.

The Company and certain Company subsidiaries lease office and warehouse facilities from affiliates of the Company through common ownership by the Company's Executive Chairman and Chief Executive Officer, each of whom are affiliates of Parent, under annually renewable lease agreements. Rent expense for the Company and these subsidiaries in 2018 and 2017 approximated $725,000 and $721,000, respectively. At December 31, 2018 and 2017, amounts owed to these affiliates were de minimis.

One of the Company's wholly owned subsidiaries, Oil-Chem Research Corporation (" Oil-Chem "), sells zMAX micro-lubricant® product to certain Sonic Automotive, Inc. (" SAI ") dealerships for resale to service customers of the dealerships in the ordinary course of business. SAI is a Company affiliate through common ownership by the Company's Executive Chairman and Chief Executive Officer, each of whom are also affiliates of Parent. Total purchases from Oil- Chem by SAI dealerships approximated $1,621,000 and $1,940,000 in 2018 and 2017, respectively. SMISC Holdings, LLC, a subsidiary of the Company (" SMI Properties "), sells apparel and other merchandise to SAI and its dealerships. Total purchases from SMI Properties by SAI and its dealerships totaled approximately $929,000 and $866,000 in 2018 and 2017, respectively. Various SMI subsidiaries purchased new and used vehicles for operations and employee use from certain subsidiary dealerships of SAI in 2018 and 2017 for an aggregate of approximately $217,000 and $238,000, respectively. At December 31, 2018 and 2017, associated amounts due from SAI totaled $359,000 and $218,000, respectively, and amounts due to SAI and its dealerships were de minimis.

Beneficial Ownership of Shares by Parent and OBS Holdings , LLC

Parent is the beneficial owner of an aggregate of 23,700,000 Shares. Holdings, a company that is beneficially owned by O. Burton Smith, Marcus G. Smith, B. Scott Smith and David B. Smith, is the beneficial owner of an aggregate of 5,300,000 Shares. Additional information about the ownership of Shares by the Smith Family members is set forth in " Effect of the Offer and the Merger on Outstanding Shares Held by Directors and Named Executive Officers ."

According to the Schedule TO, except as described in the Offer to Purchase or Schedule I to the Offer to Purchase, (i) none of Purchaser nor Parent, or to Purchaser's or Parent's knowledge, any of the persons listed in Schedule I to the Offer to Purchase, or any associate or majority-owned subsidiary of Purchaser, Parent or of any of the persons so listed, beneficially owns or has any right to acquire the Shares or any other equity security of the Company, and (ii) none of Purchaser nor Parent, or to Purchaser's or Parent's knowledge, any of the persons or entities referenced in clause (i) or any of the respective directors, executive officers or subsidiaries of any of the foregoing has effected any transaction in the Shares or any other equity securities of the Company during the past 60 days. See also " Arrangements with the Company's Directors and Executive Officers ."

Arrangements with the Company ' s Director s and Executive Officers .

In considering the recommendation of the Special Committee and the Board set forth in " Recommendation s of the Special Committee and the Board of Directors

• in Item 4, you should be aware that aside from their interests as stockholders, the directors and executive officers of the Company may be considered to have interests in the Transactions (including the Offer and the Merger) that are different from, or in addition to, those of other stockholders generally. In particular, several of the Company's directors and executive officers are currently directors and officers of Parent, and own interests in Parent. O. Bruton Smith, Marcus G. Smith and B. Scott Smith, together with the other members of the Smith Family, will control the Company following the Merger.

The Special Committee and the Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Transactions, and in recommending that the Company's stockholders accept the Offer and tender their Shares in the Offer. The following is a discussion of all known material agreements, understandings and any actual or potential conflicts of interest between the Company and its executive officers or directors that relate to the Transactions.

5