CarMax director granted 3,696 shares of stock

CarMax director Mark F. O’Neil reported a stock award of 3,696 shares of CarMax common stock.

Rhea-AI Filing Summary

CarMax director Mark F. O’Neil reported a stock award of 3,696 shares of CarMax common stock. The shares were acquired as a grant or award at a stated price of $0.00 per share, increasing his direct holdings to 33,186 shares of common stock.

In addition to these directly held shares, he is reported to have indirect ownership of 16,684 shares held by his spouse’s revocable trust and 4,800 shares held by The Mark F. O’Neil Family Irrevocable GST Trust. These entries reflect how his overall CarMax equity interest is split between direct and trust-related holdings.

Insider Trade Summary

Grant/Award: 3,696 shares

Grant/Award 3 txns

Insider ONeil Mark F

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,696	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 33,186 shares (Direct); Common Stock — 4,800 shares (Indirect, The Mark F. O'Neil Family Irrevocable GST Trust); Common Stock — 16,684 shares (Indirect, By Spouse)

Footnotes (1)

1. F1. Shares are held by the Reporting Person's spouse in the revocable Monique Cannella O'Neil Trust.

Key Figures

Stock grant size: 3,696 shares Grant price: $0.00 per share Direct holdings after grant: 33,186 shares +2 more

5 metrics

Stock grant size 3,696 shares Common Stock grant/award to Mark F. O’Neil

Grant price $0.00 per share Stated price for the 3,696-share award

Direct holdings after grant 33,186 shares Common Stock directly held by Mark F. O’Neil after transaction

Spouse trust indirect holdings 16,684 shares Common Stock held by spouse’s revocable trust

Family GST trust holdings 4,800 shares Common Stock held by The Mark F. O’Neil Family Irrevocable GST Trust

Key Terms

Grant, award, or other acquisition, indirect ownership, irrevocable GST trust, Common Stock

4 terms

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

indirect ownership financial

"ownership_type: indirect with nature of ownership by spouse and trusts"

irrevocable GST trust financial

"The Mark F. O’Neil Family Irrevocable GST Trust"

Common Stock financial

"security_title: Common Stock in each reported holding"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CarMax (KMX) director Mark F. O’Neil report in this Form 4?

Mark F. O’Neil reported receiving a grant of 3,696 shares of CarMax common stock. This award increased his directly held shares to 33,186, and the filing also details additional indirect holdings through his spouse’s trust and a family irrevocable GST trust.

How many CarMax shares did Mark F. O’Neil receive as a grant?

He received a grant of 3,696 shares of CarMax common stock. The transaction is coded as a grant, award, or other acquisition at a stated price of $0.00 per share, indicating a compensation-related stock award rather than an open-market purchase.

What are Mark F. O’Neil’s direct CarMax share holdings after this transaction?

After the stock award, Mark F. O’Neil directly holds 33,186 shares of CarMax common stock. This figure reflects his personal ownership and excludes additional shares reported as indirectly owned through his spouse’s revocable trust and a separate family irrevocable GST trust.

What indirect CarMax holdings are associated with Mark F. O’Neil?

The filing shows 16,684 shares held indirectly through his spouse’s revocable trust and 4,800 shares held by The Mark F. O’Neil Family Irrevocable GST Trust. These entries indicate indirect beneficial ownership tied to family-related trust structures in addition to his direct holdings.

Was Mark F. O’Neil’s CarMax stock transaction a market buy or sell?

The Form 4 reports a grant coded as a “Grant, award, or other acquisition,” not a market buy or sell. The 3,696 shares were acquired at a price of $0.00 per share, consistent with a compensation-related equity award rather than open-market trading activity.

Does this CarMax Form 4 show any derivative securities for Mark F. O’Neil?

The provided data show no derivative security transactions for Mark F. O’Neil in this filing. The derivative summary is empty, and all reported positions relate to non-derivative CarMax common stock, both directly and indirectly held through family-related trusts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/29/2026 - 05:08 PM EDT Learn about SEC filing dates

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^*

ONeil Mark F

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026

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	06/26/2026		A		3,696	A	$0	33,186	D
Common Stock								4,800	I	The Mark F. O'Neil Family Irrevocable GST Trust
Common Stock								16,684	I	By Spouse(1)

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

Explanation of Responses:

1. Shares are held by the Reporting Person's spouse in the revocable Monique Cannella O'Neil Trust.

Remarks:

	Christine Carter, attorney-in-fact	06/29/2026
	** 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)