CarMax (NYSE: KMX) VP awarded RSUs and settles prior stock units

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

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 11,275 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.

Insider Trade Summary

1,799 shares exercised/converted

Mixed 5 txns

Insider Livesay Jill A

Role VP, Controller & PAO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,799	$0.00	--
Grant/Award	Restricted Stock Units	5,667	$0.00	--
Grant/Award	Restricted Stock Units	8,029	$0.00	--
Exercise	Common Stock	1,059	$0.00	--
Tax Withholding	Common Stock	319	$38.53	$12K

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 11,275 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. 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.

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 04:11 PM

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^*

Livesay Jill A

(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)
	VP, Controller & PAO

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		1,059	A	⁽¹⁾	11,275	D
Common Stock	05/01/2026		F		319	D	$38.53	10,956	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			1,799	⁽²⁾	⁽²⁾	Common Stock	1,059	$0	0	D
Restricted Stock Units	⁽³⁾	05/01/2026		A		5,667		⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	⁽³⁾	$0	5,667	D
Restricted Stock Units	⁽⁵⁾	05/01/2026		A		8,029		⁽⁵⁾	⁽⁵⁾	Common Stock	8,029	⁽⁵⁾	8,029	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.

5. 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.

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

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.

How many CarMax (KMX) shares does Jill Livesay hold after the reported Form 4 transactions?

After the Form 4 transactions, Jill Livesay directly holds 11,275 shares of CarMax common stock. This reflects shares received from vested restricted stock units, net of 319 shares withheld to satisfy tax obligations tied to the equity vesting event.

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.

How do Jill Livesay’s CarMax (KMX) market stock units convert into common shares?

Upon vesting, CarMax market stock units convert into common shares using a formula. In this filing, each unit delivered 0.58868 shares, so 1,799 vested units produced 1,059 common shares. The company’s grant documents define the minimum and maximum share payout.

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.