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CarMax (NYSE: KMX) director Folliard vests RSUs and uses shares to pay taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CarMax director Thomas J. Folliard reported routine equity compensation transactions involving restricted stock units and related tax withholding. On June 23, 2026, 14,855 restricted stock units converted into the same number of CarMax common shares, reflecting the vesting of part of a prior RSU grant tied to his service as Interim Executive Chair.

To cover tax obligations, 3,618 of these shares were delivered back at an effective price of $51.91 per share, a tax-withholding disposition rather than an open-market sale. Following these transactions, he directly held 224,058 common shares. All 14,855 RSUs from this vested tranche were converted, and the remaining 10,610 RSUs from the original 25,465-unit grant were forfeited in line with the award terms.

Positive

  • None.

Negative

  • None.
Insider FOLLIARD THOMAS J
Role null
Type Security Shares Price Value
Exercise Restricted Stock Units 14,855 $0.00 --
Exercise Common Stock 14,855 $51.91 $771K
Tax Withholding Common Stock 3,618 $51.91 $188K
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 227,676 shares (Direct, null)
Footnotes (1)
  1. Each restricted stock unit represents a contingent right to receive one share of Common Stock. On December 26, 2025, the Reporting Person was granted 25,465 RSUs, of which 14,855 vested on June 23, 2026, the date on which he ceased serving as the Company's Interim Executive Chair of the Board of Directors. In accordance with the terms of the applicable award agreement, the remaining 10,610 RSUs were forfeited.
RSUs converted 14,855 shares Restricted stock units converting into common stock on June 23, 2026
Shares for tax withholding 3,618 shares Shares delivered to satisfy tax obligations at $51.91 per share
Effective share price $51.91 per share Value used for tax-withholding disposition of 3,618 shares
Shares held after transactions 224,058 shares Direct CarMax common stock holdings following RSU conversion and tax withholding
Original RSU grant 25,465 RSUs Grant made on December 26, 2025 to Thomas J. Folliard
Forfeited RSUs 10,610 RSUs Unvested portion forfeited when Interim Executive Chair role ended
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share of Common Stock."
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.
tax-withholding disposition financial
"transaction_action: tax-withholding disposition to satisfy tax liability by delivering securities"
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.
derivative exercise/conversion financial
"transaction_action: derivative exercise/conversion of restricted stock units into common stock"
total shares following transaction financial
"total_shares_following_transaction: 224058.0000 after the reported transaction"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
FOLLIARD THOMAS J
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/23/2026M14,855A$51.91227,676D
Common Stock06/23/2026F3,618D$51.91224,058D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)06/23/2026M14,855 (2) (2)Common Stock14,855$00D
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 25,465 RSUs, of which 14,855 vested on June 23, 2026, the date on which he ceased serving as the Company's Interim Executive Chair of the Board of Directors. In accordance with the terms of the applicable award agreement, the remaining 10,610 RSUs were forfeited.
Remarks:
Exhibit 24.1 Power of Attorney
Christine Carter, attorney-in-fact06/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did CarMax (KMX) director Thomas J. Folliard report?

Thomas J. Folliard reported RSU vesting and related tax withholding, not open-market trades. 14,855 restricted stock units converted into common shares, and 3,618 shares were delivered to cover tax obligations at $51.91 per share.

How many CarMax (KMX) shares did Thomas J. Folliard acquire through RSU conversion?

He acquired 14,855 CarMax common shares through the conversion of restricted stock units. These RSUs vested on June 23, 2026, when he ceased serving as Interim Executive Chair, reflecting equity compensation rather than a market purchase.

What happened to the remaining RSUs in Thomas J. Folliard’s CarMax (KMX) grant?

Of the 25,465 RSUs granted on December 26, 2025, 14,855 vested and converted into shares. The remaining 10,610 RSUs were forfeited in accordance with the applicable award agreement when his Interim Executive Chair service ended.

Did Thomas J. Folliard sell CarMax (KMX) shares in the open market?

The filing shows no open-market sale. Instead, 3,618 shares were used as a tax-withholding disposition at $51.91 per share, satisfying tax obligations tied to RSU vesting rather than reflecting a discretionary sale decision.

How many CarMax (KMX) shares does Thomas J. Folliard hold after these transactions?

After the reported RSU conversion and tax-withholding disposition, Thomas J. Folliard directly holds 224,058 CarMax common shares. The filing shows no remaining derivative position from this RSU grant following the vesting and forfeiture.