[Form 4] CARMAX INC Insider Trading Activity

CarMax EVP and COO Charles Joseph Wilson reported routine equity compensation changes.

Rhea-AI Filing Summary

CarMax EVP and COO Charles Joseph Wilson reported routine equity compensation changes. He received a grant of 22,898 restricted stock units, referred to as market stock units (MSUs), which will convert into shares of CarMax common stock after they vest.

The MSUs vest on May 1, 2029, and the actual shares issued can range from zero up to twice the number of units, depending on performance conditions. On the same date, 1,015 shares of common stock were disposed of at $38.53 per share to cover tax obligations, leaving him with 19,025 common shares held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wilson Charles Joseph

Role EVP and COO

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	22,898	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,015	$38.53	$39K

Holdings After Transaction: Restricted Stock Units — 22,898 contracts (Direct); Common Stock — 19,025 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

RSU grant: 22,898 units Tax-withholding shares: 1,015 shares Tax-withholding price: $38.53 per share +3 more

6 metrics

RSU grant 22,898 units Market stock unit award to EVP and COO

Tax-withholding shares 1,015 shares Common stock disposed to cover taxes

Tax-withholding price $38.53 per share Price on 1,015-share tax-withholding disposition

Common shares held 19,025 shares Direct holdings after transactions

MSU vesting date May 1, 2029 Restricted stock units vesting schedule

MSU payout range 0–2x units Potential common shares relative to 22,898 MSUs

Key Terms

Restricted Stock Units, market stock units (MSUs), tax-withholding disposition, Form 10-K

4 terms

Restricted Stock Units financial

"He received a grant of 22,898 restricted stock units, referred to as market 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), in accordance with the terms"

tax-withholding disposition financial

"1,015 shares of common stock were disposed of at $38.53 per share to cover tax obligations"

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.

Form 10-K regulatory

"Form of Notice of Market Stock Unit Grant filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

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

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Accepted by SEC EDGAR 05/05/2026 - 04:12 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^*

Wilson Charles Joseph

(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 and COO

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		1,015	D	$38.53	19,025	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		22,898		(2)	(1)(2)	Common Stock	(1)	$0	22,898	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)