CarMax EVP reports RSU grant and tax withholding

CarMax EVP Jon G. Daniels reported routine equity compensation activity.

Rhea-AI Filing Summary

CarMax EVP Jon G. Daniels reported routine equity compensation activity. On May 1, he had 822 shares of common stock withheld at $38.53 per share to cover tax obligations, a non-market disposition, leaving him with 1,957 directly held common shares.

He also received a grant of 14,655 restricted stock units, referred to as market stock units. These units carry no purchase price and are scheduled to vest on May 1, 2029, after which shares of CarMax common stock may be issued based on plan terms described in the footnotes.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Daniels Jon G

Role EVP, CAF

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	14,655	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	822	$38.53	$32K

Holdings After Transaction: Restricted Stock Units — 14,655 contracts (Direct); Common Stock — 1,957 shares (Direct)

Footnotes (2)

1. F1. 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. F2. The restricted stock units shall vest on May 1, 2029.

Key Figures

Tax-withholding shares: 822 shares Tax-withholding price: $38.53 per share Shares held after transaction: 1,957 shares +2 more

5 metrics

Tax-withholding shares 822 shares Common stock withheld for taxes on May 1, 2026

Tax-withholding price $38.53 per share Value applied to 822 withheld shares

Shares held after transaction 1,957 shares Direct CarMax common stock holding post-transaction

RSU grant size 14,655 units New restricted stock units (market stock units) awarded

RSU vesting date May 1, 2029 Scheduled vesting date for restricted stock units

Key Terms

Restricted Stock Units, market stock units, tax-withholding disposition, Grant, award, or other acquisition

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 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.

Grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

FAQ

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

What insider transactions did CarMax (KMX) EVP Jon G. Daniels report?

Jon G. Daniels reported a routine tax-withholding disposition of 822 CarMax common shares and received a grant of 14,655 restricted stock units. The disposition covered tax obligations, while the new units represent equity compensation scheduled to vest in the future under company plan terms.

How many CarMax (KMX) shares were used for Jon G. Daniels’ tax withholding?

Daniels had 822 CarMax common shares withheld at $38.53 per share to satisfy tax obligations. This is coded as a tax-withholding disposition, not an open-market sale, and is a common mechanism when equity awards vest or are granted to senior executives.

What equity award did Jon G. Daniels receive from CarMax (KMX)?

He received 14,655 restricted stock units, which CarMax calls market stock units. These units have a zero purchase price and are tied to future issuance of CarMax common stock, subject to vesting conditions and performance rules described in the company’s compensation documentation.

When do Jon G. Daniels’ new CarMax (KMX) restricted stock units vest?

The restricted stock units granted to Daniels are scheduled to vest on May 1, 2029. Once vested, they can result in the issuance of CarMax common shares, subject to the program’s terms on performance, payout ranges, and any applicable company policies.

How many CarMax (KMX) common shares does Jon G. Daniels hold after these transactions?

After the tax-withholding transaction, Daniels holds 1,957 CarMax common shares directly. In addition, he holds 14,655 restricted stock units that may convert into shares upon vesting, giving him both current share ownership and a sizable deferred equity position.

What are CarMax (KMX) market stock units mentioned in Jon G. Daniels’ filing?

Market stock units are CarMax’s term for certain restricted stock units. The filing notes the minimum payout at vesting can be zero shares, while the maximum is twice the number of units granted, linking potential share delivery to performance or market-based criteria.

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

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Accepted by SEC EDGAR 05/05/2026 - 04:13 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^*

Daniels Jon G

(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, CAF

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
Common Stock	05/01/2026		F		822	D	$38.53	1,957	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)	05/01/2026		A		14,655		(2)	(1)(2)	Common Stock	(1)	$0	14,655	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)