CarMax (KMX) CEO Keith Barr awarded 64,114 MSU restricted stock units

Rhea-AI Filing Summary

Barr Keith reported acquisition or exercise transactions in this Form 4 filing.

CarMax Inc. President and CEO Keith Barr received a grant of 64,114 restricted stock units, described as market stock units (MSUs). These units represent potential future shares of common stock awarded as equity compensation, not an open-market purchase.

The MSUs will vest on May 1, 2029. At payment, the actual number of CarMax common shares issued can range from zero up to two times the 64,114 MSUs, depending on performance conditions and plan terms.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Barr Keith

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	64,114	$0.00	--

Holdings After Transaction: Restricted Stock Units — 64,114 shares (Direct, null)

Footnotes (1)

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: 64,114 units Shares after transaction: 64,114 units Exercise price: $0.00 per unit +3 more

6 metrics

RSU grant size 64,114 units Restricted stock units (MSUs) granted to CEO Keith Barr

Shares after transaction 64,114 units Total restricted stock units reported following the grant

Exercise price $0.00 per unit Conversion or exercise price for the RSUs

Vesting date May 1, 2029 Scheduled vesting date for the restricted stock units

Maximum payout multiple Up to 2x units Maximum common shares at payment relative to 64,114 MSUs

Minimum payout 0 shares Minimum number of common shares that may be issued at payment

Key Terms

Restricted Stock Units, market stock units (MSUs), Form 4, vesting, +1 more

5 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units""

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)"

Form 4 regulatory

"INSIDER FILING DATA (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.

vesting financial

"Shares of Company common stock will be issued ... following vesting of the restricted stock units"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

equity compensation financial

"shares of Company common stock will be issued ... in accordance with the terms of the Form of Notice of Market Stock Unit Grant"

Equity compensation is pay given to employees, executives or contractors in the form of company ownership—such as stock, stock options or restricted shares—rather than just cash. It matters to investors because it can align workers' incentives with shareholders (like paying someone in slices of the same pie they help grow), but it also increases the number of shares outstanding and company expenses, affecting ownership percentages and earnings per share.

Form 4 Insider Transactions: What Each Field Means →

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^*

Barr Keith

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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)
			Code	V	Amount	(A) or (D)	Price

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)	05/01/2026		A		64,114		(2)	(1)(2)	Common Stock	(1)	$0	64,114	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)

FAQ

What insider transaction did CarMax (KMX) report for CEO Keith Barr?

CarMax reported that CEO Keith Barr received a grant of 64,114 restricted stock units, called market stock units (MSUs). These are equity-based compensation awards, not open-market share purchases, and may convert into common stock if vesting and plan conditions are met.

When do Keith Barr’s new CarMax (KMX) restricted stock units vest?

The granted restricted stock units for Keith Barr are scheduled to vest on May 1, 2029. Vesting means the award becomes earned under the plan terms, after which CarMax may issue common shares based on the MSU payout formula.

How many CarMax (KMX) shares could be issued from Keith Barr’s MSU grant?

The filing states the minimum number of CarMax common shares issued at payment from this MSU grant is zero, while the maximum is two times the 64,114 MSUs, depending on performance and other plan conditions at settlement.

Is Keith Barr’s CarMax (KMX) Form 4 transaction a stock purchase or sale?

The Form 4 shows an equity award, not a purchase or sale. Keith Barr received 64,114 restricted stock units as compensation, coded as a grant (transaction code A). There was no open-market buying or selling of CarMax common stock in this transaction.

What security type did Keith Barr receive in the CarMax (KMX) Form 4 filing?

Keith Barr received Restricted Stock Units, which CarMax refers to as market stock units (MSUs). These derivative awards track CarMax common stock and can result in future share issuance at vesting, based on the plan’s performance and payout terms.