What is the purpose of the 357-share disposition reported for CarMax (KMX)?

The 357-share disposition is described as a tax-withholding event. Shares of CarMax common stock were withheld to satisfy tax obligations arising from equity compensation, rather than being sold in the open market, reflecting a mechanical settlement process instead of discretionary selling.

CarMax executive reports RSU vesting and new grant

CarMax Inc. SVP, General Counsel & Secretary John M. Stuckey III reported compensation-related equity transactions.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

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.

Insider Trade Summary

2,009 shares exercised/converted

Exercise 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	$0.00
Grant/Award	Restricted Stock Units	10,075	$0.00	$0.00
Exercise	Common Stock	1,183	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	357	$38.53	$14K

Holdings After Transaction: Restricted Stock Units — 10,075 contracts (Direct); Common Stock — 2,493 shares (Direct)

Footnotes (4)

F1. 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.
F2. The restricted stock units vested on May 1, 2026 and were settled in Company common stock.
F3. 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.
F4. 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many CarMax (KMX) shares does John M. Stuckey hold after these transactions?

After the reported transactions, John M. Stuckey directly holds 2,493 shares of CarMax common stock. In addition, he holds 10,075 restricted stock units that are scheduled to vest on May 1, 2029, and will be settled in shares under the company’s plan terms.

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.

How were CarMax (KMX) market stock units converted into shares in this filing?

Footnotes explain that upon vesting, CarMax market stock units are settled in common stock at a specified ratio. In this filing, the executive received shares of common stock upon vesting of restricted stock units, with the settlement mechanics defined by the company’s market stock unit grant documentation.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 05/05/2026 - 04:12 PM EDT

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Stuckey John M III

(Last)

(First)

(Middle)

12800 TUCKAHOE CREEK PARKWAY

(Street)

RICHMOND

VIRGINIA

23238

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Gen Counsel & Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2026		M		1,183	A	⁽¹⁾	2,850	D
Common Stock	05/01/2026		F		357	D	$38.53	2,493	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/01/2026		M			2,009	⁽²⁾	⁽²⁾	Common Stock	1,183	$0	0	D
Restricted Stock Units	⁽³⁾	05/01/2026		A		10,075		⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	⁽³⁾	$0	10,075	D

Explanation of Responses:

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.

2. The restricted stock units vested on May 1, 2026 and were settled in Company common stock.

3. 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.

4. The restricted stock units shall vest on May 1, 2029.

Remarks:

	Christine Carter, attorney-in-fact	05/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR