CarMax (NYSE: KMX) interim CEO and director awarded 91,673 RSUs

Rhea-AI Filing Summary

CarMax Inc. disclosed that one of its directors, who also serves as Interim President and CEO, received an equity award in the form of restricted stock units. On December 26, 2025, this executive was granted 91,673 restricted stock units, each representing a contingent right to receive one share of CarMax common stock. These restricted stock units are scheduled to vest on December 26, 2026, with the possibility of earlier vesting under the terms of the applicable restricted stock unit grant agreement. Following this grant, the executive beneficially holds 91,673 derivative securities directly, reflecting a standard component of executive and director compensation tied to the company’s share performance.

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

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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 VA 23238

(City) (State) (Zip)

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)
	Interim President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	12/26/2025		A		91,673		(1)	(1)	Common Stock	91,673	(1)	91,673	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units shall vest on December 26, 2026, subject to earlier vesting in accordance with the terms of the Form of Notice of Restricted Stock Unit Grant between CarMax, Inc. and certain employee directors of the CarMax, Inc. board of directors, filed as Exhibit 10.3 to the Company's Quarterly Report on December 23, 2025.

Remarks:

Exhibit 24.1 Power of Attorney

	Christine Carter, attorney-in-fact	12/30/2025
	** 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.

FAQ

What insider transaction did CarMax Inc. (KMX) report in this filing?

CarMax Inc. reported that a director who is also the Interim President and CEO received 91,673 restricted stock units on December 26, 2025.

What type of securities were granted in this CarMax (KMX) insider filing?

The executive received restricted stock units, each representing a contingent right to receive one share of CarMax common stock.

When do the CarMax (KMX) restricted stock units reported here vest?

The restricted stock units are scheduled to vest on December 26, 2026, subject to possible earlier vesting under the grant terms.

How many CarMax (KMX) shares underlie the reported restricted stock units?

The grant covers 91,673 restricted stock units, with each unit tied to one share of CarMax common stock.

What is the reporting person’s relationship to CarMax Inc. (KMX)?

The reporting person is both a director and an officer of CarMax, serving as Interim President and CEO.

How are the CarMax (KMX) restricted stock units held according to this filing?

The filing shows 91,673 derivative securities (restricted stock units) beneficially owned directly by the reporting person after the transaction.