CarMax (NYSE: KMX) director exercises 30,558 RSUs as 61,085 are forfeited

Rhea-AI Filing Summary

CarMax director David W. McCreight reported compensation-related equity activity. On March 16, 2026, he exercised 30,558 restricted stock units, receiving the same number of shares of CarMax common stock. The RSUs represented a grant where each unit converted into one share.

Of these acquired shares, 11,423 shares of common stock were surrendered to cover tax obligations associated with the vesting, a non-market disposition. Following these transactions, McCreight directly held 35,834 shares of CarMax common stock.

Footnotes state he had been granted 91,673 RSUs on December 26, 2025. The 30,558 RSUs that vested did so when he ceased serving as CarMax’s Interim President and Chief Executive Officer on March 16, 2026, while the remaining 61,085 RSUs from that grant were forfeited.

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^*

McCreight David W.

(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)
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		M		30,558	A	$41.71	47,257	D
Common Stock	03/16/2026		F		11,423	D	$41.71	35,834	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)	03/16/2026		M			30,558	(2)	(2)	Common Stock	30,558	$0	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

2. On December 26, 2025, the Reporting Person was granted 91,673 RSUs, of which 30,558 vested on March 16, 2026, the date on which he ceased serving as the Company's Interim President and Chief Executive Officer. In accordance with the terms of the applicable award agreement, the remaining 61,085 RSUs were forfeited.

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 insider transaction did CarMax (KMX) director David McCreight report?

David W. McCreight reported exercising 30,558 restricted stock units into CarMax common stock. These RSUs converted one-for-one into shares as part of his equity compensation, reflecting a derivative exercise rather than an open-market stock purchase.

How many CarMax (KMX) shares does David McCreight hold after this Form 4?

After the reported transactions, David W. McCreight directly owns 35,834 shares of CarMax common stock. This figure reflects the RSU conversion and the shares surrendered for tax withholding, as disclosed in the Form 4 filing.

Were any CarMax (KMX) shares sold on the open market in this Form 4?

No open-market sales were reported. The only disposition involved 11,423 shares surrendered to satisfy tax obligations on vested restricted stock units, which is categorized as a tax-withholding transaction rather than a discretionary sale.

What happened to David McCreight’s CarMax (KMX) restricted stock units?

McCreight was granted 91,673 RSUs on December 26, 2025. On March 16, 2026, 30,558 RSUs vested and converted into common shares, while the remaining 61,085 RSUs from that grant were forfeited under the terms of the award agreement.

Why did David McCreight forfeit some CarMax (KMX) RSUs?

The filing notes that 61,085 of McCreight’s previously granted RSUs were forfeited when he ceased serving as CarMax’s Interim President and Chief Executive Officer on March 16, 2026, consistent with the conditions set forth in the applicable award agreement.

How many CarMax (KMX) shares were used for tax withholding in this filing?

The Form 4 shows that 11,423 shares of CarMax common stock were delivered to cover tax liabilities arising from the vesting of restricted stock units. This tax-withholding disposition does not represent a market sale decision by the director.