CarMax (NYSE: KMX) CEO awarded new stock options and shares

Rhea-AI Filing Summary

CarMax President and CEO Keith Barr reported equity awards consisting of stock options and common shares. He received stock options for 54,025 shares of common stock at an exercise price of $41.71 per share, expiring on March 16, 2033. The options vest in four equal annual installments on March 16 of 2027, 2028, 2029, and 2030 and were granted in tandem with stock appreciation rights that may provide cash value after a change in control. He was also granted 23,975 shares of common stock, bringing his direct holdings of common stock to 23,975 shares following the award.

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

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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^*

Barr Keith

(Last) (First) (Middle)

12800 TUCKAHOE CREEK PARKWAY

(Street)

RICHMOND 23238

(City) (State) (Zip)

(Country)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/16/2026		A		23,975	A	$0	23,975	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)(1)	$41.71	03/16/2026		A		54,025		(2)	03/16/2033	Common Stock	54,025	$0	54,025	D

Explanation of Responses:

1. The stock options were granted in tandem with stock appreciation rights (SARS). Accordingly, the exercise of one results in the surrender to the Company of the other. The SARS become exercisable only following a change in control of the Company as set forth in the Company's 2002 Stock Incentive Plan, as amended and restated. Once exercisable, the SARS would entitle the Reporting Person to receive the cash value of the options in lieu of exercising the options.

2. The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of March 16, 2027, March 16, 2028, March 16, 2029, and March 16, 2030.

Remarks:

	Christine Carter, attorney-in-fact	03/18/2026
	** 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)

FAQ

What did CarMax (KMX) CEO Keith Barr acquire in this Form 4 filing?

Keith Barr received equity awards rather than buying shares in the market. The awards include stock options for 54,025 shares of common stock and a separate grant of 23,975 common shares, all recorded as direct ownership awards on the same grant date.

How many stock options were granted to the CarMax (KMX) CEO and at what price?

Keith Barr was granted stock options covering 54,025 shares of CarMax common stock. These options have an exercise price of $41.71 per share and expire on March 16, 2033, providing long-term equity-based compensation tied to the company’s share performance.

What is the vesting schedule for Keith Barr’s new CarMax (KMX) stock options?

The stock options vest in four equal parts over time. One-fourth of the underlying common shares becomes exercisable on each of March 16, 2027, March 16, 2028, March 16, 2029, and March 16, 2030, encouraging long-term alignment with CarMax’s performance.

How many CarMax (KMX) common shares were directly granted to the CEO?

Keith Barr received a direct grant of 23,975 shares of CarMax common stock. Following this award, his directly owned common shares total 23,975, reflecting the entire amount of this new equity grant recorded in the filing as non-derivative stock.

What are the stock appreciation rights (SARs) linked to CarMax (KMX) CEO’s options?

The stock options were granted in tandem with stock appreciation rights. If a change in control occurs and the SARs become exercisable, they would allow Keith Barr to receive the cash value of the options instead of exercising them for shares, according to CarMax’s stock incentive plan.

Does this CarMax (KMX) Form 4 show open-market buying or selling by the CEO?

No, the filing reports grant or award acquisitions, not market trades. Both transactions use code A, indicating equity compensation awards of stock options and common shares, with no open-market purchase or sale activity disclosed in this specific Form 4.