CarMax (NYSE: KMX) EVP & COO reports MSU vesting and share withholding

Rhea-AI Filing Summary

CarMax Inc. executive reports equity award vesting and share withholding

CarMax Inc.'s EVP and COO filed a report of recent stock transactions in the company's common shares. On December 28, 2025, restricted stock units, referred to by the company as market stock units (MSUs), vested and were settled in CarMax common stock. Following vesting, the reporting person received approximately 0.6377 times the number of MSUs in shares of common stock, resulting in the acquisition of 160 shares.

On the same date, 49 shares of common stock were disposed of at a price of $39.27 per share, consistent with shares often being withheld to cover tax obligations. After these transactions, the executive directly beneficially owned 19,513 shares of CarMax common stock.

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^*

Wilson Charles Joseph

(Last) (First) (Middle)

12800 TUCKAHOE CREEK PARKWAY

(Street)

RICHMOND VA 23238

(City) (State) (Zip)

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 COO

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	12/28/2025		M		160	A	(1)	19,562	D
Common Stock	12/28/2025		F		49	D	$39.27	19,513	D
Common Stock	10/16/2025		W	V	527	A	$0	20,040	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
Restricted Stock Units	(1)	12/28/2025		M			251	(2)	(2)	Common Stock	160	$0	0	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 approximately 0.6377 times the number of MSUs in shares of Company common stock.

2. The restricted stock units vested on December 28, 2025 and were settled in Company common stock.

Remarks:

Exhibit 24.1 Power of Attorney

	Christine Carter, attorney-in-fact	12/30/2025
	** 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.

FAQ

What insider transaction did CarMax (KMX) report for its EVP and COO?

The EVP and COO of CarMax Inc. (KMX) reported the vesting of restricted stock units, which were settled in company common stock, and a related share withholding transaction on December 28, 2025.

How many CarMax (KMX) shares did the executive receive from vested restricted stock units?

Following vesting of the restricted stock units referred to as market stock units (MSUs), the executive received 160 shares of CarMax common stock, based on approximately 0.6377 times the number of MSUs.

How many CarMax (KMX) shares were withheld or disposed of, and at what price?

On December 28, 2025, the executive disposed of 49 shares of CarMax common stock at a price of $39.27 per share, as reported in the filing.

How many CarMax (KMX) shares does the EVP and COO own after these transactions?

After the reported transactions, the EVP and COO directly beneficially owned 19,513 shares of CarMax common stock.

What are CarMax (KMX) market stock units (MSUs) mentioned in the filing?

The filing describes the restricted stock units as market stock units (MSUs). After vesting, the reporting person received approximately 0.6377 times the number of MSUs in shares of CarMax common stock.

Did any derivative CarMax (KMX) equity awards remain after this transaction?

The filing shows that 251 restricted stock units were involved in the transaction, corresponding to 160 underlying shares, and that 0 derivative securities of this award remained beneficially owned afterward.