Is Shamim Mohammad’s CarMax (KMX) share disposition an open-market sale?

No. The 1,015-share disposition at $38.53 per share is classified as a tax-withholding transaction. It reflects payment of tax obligations by delivering shares, not a discretionary open-market sale of CarMax stock.

CarMax (KMX) EVP granted 16,944 RSUs and withholds 1,015 shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CarMax EVP and CITO Shamim Mohammad reported routine equity compensation activity involving company stock and restricted stock units. On May 1, 2026, 1,015 shares of CarMax common stock at $38.53 per share were disposed of as a tax-withholding transaction, leaving him with 14,523 common shares held directly.

On the same date, he received a grant of 16,944 restricted stock units, which the company refers to as market stock units (MSUs). These RSUs are scheduled to vest on May 1, 2029. Upon payment, the number of common shares ultimately issued can range from zero up to two times the number of MSUs, depending on plan terms.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Shamim Mohammad

Role EVP and CITO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	16,944	$0.00	--
Tax Withholding	Common Stock	1,015	$38.53	$39K

Holdings After Transaction: Restricted Stock Units — 16,944 shares (Direct, null); Common Stock — 14,523 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

Tax-withholding shares: 1,015 shares at $38.53 Shares held after transaction: 14,523 shares RSUs granted: 16,944 units +2 more

5 metrics

Tax-withholding shares 1,015 shares at $38.53 Common stock disposed to cover tax liability on May 1, 2026

Shares held after transaction 14,523 shares Direct CarMax common stock ownership after disposition

RSUs granted 16,944 units Restricted stock units (MSUs) granted on May 1, 2026

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

Potential payout range 0 to 2× MSUs Minimum and maximum CarMax common shares issuable at payment

Key Terms

Restricted Stock Units, market stock units (MSUs), tax-withholding disposition, Form 10-K

4 terms

Restricted Stock Units financial

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

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

"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.

Form 10-K regulatory

"filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K filed on April 15, 2024."

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

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^*

Shamim Mohammad

(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 and CITO

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	14,523	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		16,944		⁽²⁾	⁽¹⁾⁽²⁾	Common Stock	⁽¹⁾	$0	16,944	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 insider transactions did CarMax (KMX) executive Shamim Mohammad report?

He reported a tax-related disposition of 1,015 CarMax common shares at $38.53 and a grant of 16,944 restricted stock units. These moves reflect routine compensation and tax withholding rather than open-market buying or selling of shares.

How many CarMax (KMX) shares does Shamim Mohammad hold after this Form 4?

After the tax-withholding disposition, he directly holds 14,523 shares of CarMax common stock. This figure represents his reported direct ownership following the 1,015-share disposition tied to covering tax obligations on equity compensation.

What are the terms of Shamim Mohammad’s new CarMax (KMX) restricted stock units?

He received 16,944 restricted stock units, referred to as market stock units (MSUs), vesting on May 1, 2029. Upon payment, CarMax common shares issued can range from zero up to twice the number of granted MSUs, per plan terms.

When do Shamim Mohammad’s new CarMax (KMX) RSUs vest?

The 16,944 restricted stock units granted to him vest on May 1, 2029. Following vesting, CarMax common shares may be issued under the plan, with the potential payout ranging from zero up to twice the MSU count.