CarMax (KMX) interim executive chair receives 25,465 restricted stock units

Rhea-AI Filing Summary

CarMax Inc. reported an insider equity grant for its interim executive chair, who also serves as a director. The individual received 25,465 restricted stock units (RSUs), each representing a contingent right to receive one share of CarMax common stock.

The RSUs are scheduled to vest on December 26, 2026, with the potential for earlier vesting under the terms of a previously filed Form of Notice of Restricted Stock Unit Grant for certain employee directors. Following this transaction, the reporting person beneficially owns 25,465 derivative securities directly in the form of RSUs linked to CarMax common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FOLLIARD THOMAS J

(Last) (First) (Middle)

12800 TUCKAHOE CREEK PARKWAY

(Street)

RICHMOND VA 23238

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARMAX INC [ KMX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	12/26/2025		A		25,465		(1)	(1)	Common Stock	25,465	(1)	25,465	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units shall vest on December 26, 2026, subject to earlier vesting in accordance with the terms of the Form of Notice of Restricted Stock Unit Grant between CarMax, Inc. and certain employee directors of the CarMax, Inc. board of directors, filed as Exhibit 10.3 to the Company's Quarterly Report on December 23, 2025.

Remarks:

Exhibit 24.1 Power of Attorney

	Christine Carter, attorney-in-fact	12/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did CarMax (KMX) report in this Form 4?

CarMax reported that its interim executive chair, who is also a director, received 25,465 restricted stock units, each tied to one share of CarMax common stock.

When do the 25,465 restricted stock units at CarMax (KMX) vest?

The 25,465 RSUs are scheduled to vest on December 26, 2026, subject to earlier vesting under the applicable grant agreement.

What does each CarMax (KMX) restricted stock unit represent in this filing?

Each restricted stock unit represents a contingent right to receive one share of CarMax common stock, as described in the explanation of responses.

How many derivative securities does the CarMax (KMX) insider own after this transaction?

After the reported grant, the insider beneficially owns 25,465 derivative securities in the form of RSUs, held with direct ownership.

What role does the reporting person hold at CarMax (KMX)?

The reporting person is both a director and an officer of CarMax, serving as Interim Executive Chair.

Where are the terms of the CarMax (KMX) RSU grant described?

The vesting and other terms reference the Form of Notice of Restricted Stock Unit Grant between CarMax and certain employee directors, filed as an exhibit to a Quarterly Report dated December 23, 2025.