CarMax (NYSE: KMX) legal chief logs RSU vesting, tax withholding and new award
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
CarMax Inc. SVP, General Counsel & Secretary John M. Stuckey III reported compensation-related equity transactions. On May 1, 2026, he exercised restricted stock units, receiving 1,183 shares of CarMax common stock, and 357 shares were disposed of to cover tax obligations.
Following these transactions, he directly held 2,493 shares of common stock. He also received a new grant of 10,075 restricted stock units, which, according to the terms described, will vest on May 1, 2029 and be settled in shares of CarMax common stock based on performance-related formulas.
Positive
- None.
Negative
- None.
Insider Trade Summary
2,009 shares exercised/converted
Mixed
4 txns
Insider
Stuckey John M III
Role
SVP, Gen Counsel & Secretary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 2,009 | $0.00 | -- |
| Grant/Award | Restricted Stock Units | 10,075 | $0.00 | -- |
| Exercise | Common Stock | 1,183 | $0.00 | -- |
| Tax Withholding | Common Stock | 357 | $38.53 | $14K |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Common Stock — 2,850 shares (Direct, null)
Footnotes (1)
- Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received 0.58868 times the number of MSUs in shares of Company common stock. The restricted stock units vested on May 1, 2026 and were settled in Company common stock. Shares of Company common stock will be issued to the Reporting Person following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), in accordance with the terms of the Form of Notice of Market Stock Unit Grant filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K filed on April 15, 2024. The minimum number of shares of Company common stock that will be issued to the Reporting Person at payment is zero, and the maximum number of shares of Company common stock that will be issued at payment is two times the number of MSUs. The restricted stock units shall vest on May 1, 2029.
Key Figures
Tax-withholding shares: 357 shares
Shares from RSU vesting: 1,183 shares
Shares held after transaction: 2,493 shares
+3 more
6 metrics
Tax-withholding shares
357 shares
Common stock disposed to cover tax obligations on May 1, 2026
Shares from RSU vesting
1,183 shares
Common stock received from exercise/conversion of restricted stock units on May 1, 2026
Shares held after transaction
2,493 shares
Directly owned CarMax common stock following reported transactions
New RSU grant
10,075 units
Restricted stock units (market stock units) granted on May 1, 2026
RSU vesting date
May 1, 2029
Scheduled vesting date for the 10,075 restricted stock units
Exercise/settlement price
$0.00 per unit
Reported price per share for RSU-related exercises and grants
Key Terms
Restricted Stock Units, market stock units (MSUs), tax-withholding disposition, derivative security
4 terms
Restricted Stock Units financial
"The restricted stock units vested on May 1, 2026 and were settled in Company common stock."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
market stock units (MSUs) financial
"restricted stock units, which are referred to by the Company as market stock units (MSUs),"
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
FAQ
What insider transactions did CarMax (KMX) executive John M. Stuckey report?
John M. Stuckey reported equity compensation transactions, including exercising restricted stock units for 1,183 shares of CarMax common stock and a 357-share tax-withholding disposition. He also received a new grant of 10,075 restricted stock units that will vest and settle in stock.
Did the CarMax (KMX) insider Form 4 show open-market buying or selling?
The Form 4 shows no open-market purchases or sales. Instead, it records compensation-related activity: restricted stock unit exercises, a 357-share tax-withholding disposition, and a new grant of 10,075 restricted stock units, all tied to CarMax’s equity compensation arrangements.
What are the key terms of the new 10,075 restricted stock units at CarMax (KMX)?
The 10,075 restricted stock units, referred to as market stock units (MSUs), will vest on May 1, 2029. Upon vesting, shares of CarMax common stock will be issued based on plan formulas, with potential payouts ranging from zero up to two times the number of MSUs.