Was the CarMax (KMX) CFO’s share disposition an open-market sale?

No, the 1,015 CarMax shares were disposed of to cover tax obligations at $38.53 per share. The filing describes this as a tax-withholding disposition, meaning shares were withheld for taxes rather than sold voluntarily in the open market.

What is the potential share payout range for the CarMax (KMX) CFO’s MSUs?

The filing states the minimum number of CarMax common shares issuable at payment is zero. The maximum is two times the number of market stock units, giving a potential payout ceiling tied to performance conditions at settlement.

CarMax (KMX) CFO granted 22,898 RSUs and withholds 1,015 shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CarMax EVP & CFO Enrique N. Mayor-Mora reported routine equity compensation activity. He received a grant of 22,898 restricted stock units (RSUs), which the company calls market stock units (MSUs). These RSUs will vest on May 1, 2029, and then convert into CarMax common shares.

On the same date, 1,015 shares of common stock were disposed of at $38.53 per share to satisfy tax withholding obligations, not as an open-market sale. After this tax-withholding disposition, Mayor-Mora directly owns 22,868 shares of CarMax common stock and holds 22,898 RSUs that may settle into up to twice that number of shares at payment, depending on performance terms.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mayor-Mora Enrique N

Role EVP & CFO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	22,898	$0.00	--
Tax Withholding	Common Stock	1,015	$38.53	$39K

Holdings After Transaction: Restricted Stock Units — 22,898 shares (Direct, null); Common Stock — 22,868 shares (Direct, null)

Footnotes (1)

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

RSU grant size: 22,898 units RSU vesting date: May 1, 2029 Tax-withheld shares: 1,015 shares +3 more

6 metrics

RSU grant size 22,898 units Restricted stock units granted to CFO Enrique N. Mayor-Mora

RSU vesting date May 1, 2029 Vesting date for granted restricted stock units

Tax-withheld shares 1,015 shares Common shares disposed of for tax withholding

Tax-withholding price $38.53 per share Price used for tax-withholding share disposition

Shares owned after 22,868 shares Direct CarMax common stock holdings after disposition

Max potential payout on MSUs Up to 45,796 shares Maximum of two times 22,898 market stock units

Key Terms

Restricted Stock Units, market stock units (MSUs), tax-withholding disposition, grant, award, or other acquisition, +1 more

5 terms

Restricted Stock Units financial

"The CFO received a grant of 22,898 restricted stock units (RSUs)"

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

"referred to by the Company as market stock units (MSUs)"

tax-withholding disposition financial

"1,015 shares of common stock were disposed of to satisfy tax withholding obligations"

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.

grant, award, or other acquisition financial

"transaction code description: Grant, award, or other acquisition"

Form 4 regulatory

"CarMax EVP & CFO Enrique Mayor-Mora reported these transactions on Form 4"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

05/05/2026 - 04:13 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^*

Mayor-Mora Enrique N

(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)
	EVP & CFO

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		F		1,015	D	$38.53	22,868	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		A		22,898		⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	⁽¹⁾	$0	22,898	D

Explanation of Responses:

1. 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.

2. 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

FAQ

What did CarMax (KMX) CFO Enrique Mayor-Mora report in this Form 4?

CarMax EVP & CFO Enrique Mayor-Mora reported a grant of 22,898 restricted stock units and a related tax-withholding share disposition. These transactions reflect routine equity compensation and associated tax payments rather than open-market stock purchases or sales.

How many CarMax (KMX) RSUs were granted to the CFO and when do they vest?

The CFO received 22,898 restricted stock units, referred to as market stock units. According to the disclosure, these RSUs are scheduled to vest on May 1, 2029, after which shares of CarMax common stock will be issued under the plan’s terms.

How many CarMax (KMX) shares does the CFO hold after these transactions?

Following the tax-withholding disposition, the CFO directly owns 22,868 shares of CarMax common stock. In addition, he holds 22,898 restricted stock units that may later convert into shares upon vesting and satisfaction of the plan’s conditions.