CarMax (KMX) SVP Tuite gains 806 shares through market stock unit vesting

Rhea-AI Filing Summary

CarMax SVP & Chief Product Officer Tyler Tuite reported the vesting and settlement of previously granted equity awards, acquiring common shares through derivative exercises rather than open-market purchases. On March 22, 2026, 986 and 308 market stock units (MSUs) vested, while 492 and 154 MSUs were forfeited under prior grants. These vested MSUs entitle Tuite to 611 and 195 shares of CarMax common stock, respectively, for a total of 806 shares to be settled. The MSUs will be settled in common stock, but the 611 and 195 shares will not be distributed to Tuite until at least six months after March 22, 2026. Following these transactions, Tuite holds 1,664 shares of CarMax common stock directly.

Insider Trade Summary

1,294 shares exercised/converted

Mixed 4 txns

Insider Tuite Tyler

Role SVP & Chief Product Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	986	$0.00	--
Exercise	Restricted Stock Units	308	$0.00	--
Exercise	Common Stock	611	$0.00	--
Exercise	Common Stock	195	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 1,469 shares (Direct)

Footnotes (1)

1. As reported on a Form 3 filed July 2, 2024, the Reporting Person was previously granted 1,478 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 10.55 to the Company's Annual Report on Form 10-K filed on April 21, 2020. In accordance with the terms of the applicable award agreement, on March 22, 2026, 986 MSUs vested and the remaining 492 MSUs were forfeited. In accordance with the terms of the applicable award agreement, the Reporting Person is entitled to receive 611 shares of Company common stock, which will not be distributed to the Reporting Person until at least six months after March 22, 2026. Following vesting of the MSUs, the Reporting Person is entitled to receive approximately 0.619183 times the number of vested MSUs in shares of Company common stock. As reported on a Form 3 filed July 2, 2024, the Reporting Person was previously granted 462 MSUs, in accordance with the terms of the Form of Notice of Market Stock Unit Grant filed as Exhibit 10.55 to the Company's Annual Report on Form 10-K filed on April 21, 2020. In accordance with the terms of the applicable award agreement, on March 22, 2026, 308 MSUs vested and the remaining 154 MSUs were forfeited. In accordance with the terms of the applicable award agreement, the Reporting Person is entitled to receive 195 shares of Company common stock, which will not be distributed to the Reporting Person until at least six months after March 22, 2026. Following vesting of the MSUs, the Reporting Person is entitled to receive approximately 0.632555 times the number of vested MSUs in shares of Company common stock. The MSUs vested on March 22, 2026, and will be settled in Company common stock.

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

X

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^*

Tuite Tyler

(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)
	SVP & Chief Product Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2026

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	03/22/2026		M		611(1)	A	(2)	1,469	D
Common Stock	03/22/2026		M		195(3)	A	(4)	1,664	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)(2)	03/22/2026		M			986	(5)	(5)	Common Stock	611	$0	0	D
Restricted Stock Units	(3)(4)	03/22/2026		M			308	(5)	(5)	Common Stock	195	$0	0	D

Explanation of Responses:

1. As reported on a Form 3 filed July 2, 2024, the Reporting Person was previously granted 1,478 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 10.55 to the Company's Annual Report on Form 10-K filed on April 21, 2020. In accordance with the terms of the applicable award agreement, on March 22, 2026, 986 MSUs vested and the remaining 492 MSUs were forfeited. In accordance with the terms of the applicable award agreement, the Reporting Person is entitled to receive 611 shares of Company common stock, which will not be distributed to the Reporting Person until at least six months after March 22, 2026.

2. Following vesting of the MSUs, the Reporting Person is entitled to receive approximately 0.619183 times the number of vested MSUs in shares of Company common stock.

3. As reported on a Form 3 filed July 2, 2024, the Reporting Person was previously granted 462 MSUs, in accordance with the terms of the Form of Notice of Market Stock Unit Grant filed as Exhibit 10.55 to the Company's Annual Report on Form 10-K filed on April 21, 2020. In accordance with the terms of the applicable award agreement, on March 22, 2026, 308 MSUs vested and the remaining 154 MSUs were forfeited. In accordance with the terms of the applicable award agreement, the Reporting Person is entitled to receive 195 shares of Company common stock, which will not be distributed to the Reporting Person until at least six months after March 22, 2026.

4. Following vesting of the MSUs, the Reporting Person is entitled to receive approximately 0.632555 times the number of vested MSUs in shares of Company common stock.

5. The MSUs vested on March 22, 2026, and will be settled in Company common stock.

Remarks:

	Christine Carter, attorney-in-fact	03/24/2026
	** 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) executive Tyler Tuite report on this Form 4?

Tyler Tuite reported vesting and settlement of previously granted market stock units, converting them into CarMax common shares. These are compensation-related derivative exercises, not open-market stock purchases or sales, and reflect routine equity award vesting under existing grant agreements.

How many CarMax (KMX) shares did Tyler Tuite acquire through the vesting of MSUs?

Through the vesting of market stock units, Tyler Tuite became entitled to 611 and 195 shares of CarMax common stock, totaling 806 shares. These shares result from prior MSU grants that vested on March 22, 2026, under the applicable award terms.

Were any of Tyler Tuite’s CarMax (KMX) market stock units forfeited in this Form 4 event?

Yes. Of the previously granted market stock units, 492 units from one grant and 154 units from another were forfeited. The remaining vested MSUs are being settled in common stock according to the grant agreements, with specific conversion ratios disclosed in the footnotes.

When will the new CarMax (KMX) shares from Tyler Tuite’s vested MSUs be distributed?

The 611 and 195 CarMax common shares from Tyler Tuite’s vested MSUs will not be distributed until at least six months after March 22, 2026. This deferred distribution timing is set by the applicable market stock unit award agreements.

What are Tyler Tuite’s direct CarMax (KMX) share holdings after these Form 4 transactions?

After these reported transactions, Tyler Tuite directly holds 1,664 shares of CarMax common stock. This figure reflects his position following the derivative exercises that converted vested market stock units into common shares as reported in the Form 4.

Do the reported CarMax (KMX) Form 4 transactions involve any open-market stock sales or purchases?

The transactions involve exercises and settlements of market stock units into common shares, not open-market trades. The Form 4 uses code “M” for derivative exercises, and no buy or sell codes appear, indicating compensation-related equity vesting rather than discretionary market transactions.