CarMax (NYSE: KMX) VP awarded RSUs and settles prior stock units
Rhea-AI Filing Summary
CarMax VP, Controller & PAO Jill A. Livesay reported routine equity compensation activity involving restricted stock units and associated tax withholding. On May 1, 2026, 1,799 restricted stock units vested and were settled in 1,059 shares of CarMax common stock, consistent with the company’s market stock unit formula. To cover tax obligations, 319 shares of common stock were withheld at a price of $38.53 per share. Following these transactions, she directly held 10,956 shares of common stock. Livesay also received new equity awards: 8,029 market stock units that will vest on May 1, 2029, and 5,667 time‑based restricted stock units scheduled to vest in equal one‑third installments on May 1, 2027, 2028, and 2029.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 740 shares
Net Buy
5 txns
Insider
Livesay Jill A
Role
VP, Controller & PAO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 1,799 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units | 5,667 | $0.00 | $0.00 |
| Grant/Award | Restricted Stock Units | 8,029 | $0.00 | $0.00 |
| Exercise | Common Stock | 1,059 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 319 | $38.53 | $12K |
Holdings After Transaction:
Restricted Stock Units — 13,696 shares (Direct);
Common Stock — 10,956 shares (Direct)
Footnotes (5)
- 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.
- F5. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units shall vest with respect to one-third of the underlying shares of Common Stock on each of May 1, 2027, May 1, 2028, and May 1, 2029, subject to earlier vesting in accordance with the terms of the Form of Notice of Stock-Settled Restricted Stock Unit Grant between CarMax, Inc. and certain named and other executive officers, filed as Exhibit 10.28 to the Company's Annual Report on Form 10-K filed on April 15, 2026.
Key Figures
Shares withheld for taxes: 319 shares at $38.53
Shares from vested units: 1,059 shares
Post‑transaction holdings: 11,275 shares
+3 more
6 metrics
Shares withheld for taxes
319 shares at $38.53
Common stock withheld to cover tax liability on May 1, 2026
Shares from vested units
1,059 shares
Common shares received upon vesting of 1,799 restricted stock units
Post‑transaction holdings
11,275 shares
Direct CarMax common stock holdings after reported transactions
New market stock units
8,029 units
Market stock unit award vesting on May 1, 2029
New time‑based RSUs
5,667 units
Restricted stock units vesting in thirds in 2027, 2028, 2029
MSU share conversion factor
0.58868x
Each vested market stock unit delivered 0.58868 common shares
Key Terms
restricted stock units, market stock units (MSUs), tax-withholding disposition, derivative security, +1 more
5 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
"transaction_action": "tax-withholding disposition""
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
"transaction_code_description": "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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did CarMax (KMX) VP Jill Livesay report on May 1, 2026?
Jill Livesay reported vesting of restricted stock units into 1,059 CarMax common shares and withholding of 319 shares at $38.53 for taxes. She also received new grants of 8,029 market stock units and 5,667 time‑based restricted stock units.
Were Jill Livesay’s CarMax (KMX) Form 4 transactions open‑market buys or sells?
No, the filing shows no open‑market buys or sells. The transactions reflect equity compensation mechanics: restricted stock units vesting into shares, a derivative exercise, and 319 shares withheld at $38.53 solely to cover tax liabilities from the vesting.
What new equity awards did CarMax (KMX) grant to Jill Livesay in this Form 4?
CarMax granted Jill Livesay 8,029 market stock units that vest on May 1, 2029, and 5,667 restricted stock units. The 5,667 units will vest in three equal installments on May 1, 2027, May 1, 2028, and May 1, 2029, subject to plan terms.
What is the vesting schedule for Jill Livesay’s new CarMax (KMX) restricted stock units?
The 5,667 new restricted stock units vest in three equal annual tranches. One‑third of the underlying common shares vest on May 1, 2027, another third on May 1, 2028, and the final third on May 1, 2029, subject to the grant’s terms.