KMX · Carmax Inc · Insider Trading

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.

Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received 0.58868 times the number of MSUs in shares of Company common stock.

The restricted stock units vested on May 1, 2026 and were settled in Company common stock.

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.

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

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.

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

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.

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

Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received 0.58868 times the number of MSUs in shares of Company common stock.

The restricted stock units vested on May 1, 2026 and were settled in Company common stock.

Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units shall vest with respect to one-third of the underlying shares of Common Stock on each of May 1, 2027, May 1, 2028, and May 1, 2029, subject to earlier vesting in accordance with the terms of the Form of Notice of Stock-Settled Restricted Stock Unit Grant between CarMax, Inc. and certain named and other executive officers, filed as Exhibit 10.28 to the Company's Annual Report on Form 10-K filed on April 15, 2026.

Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received 0.58868 times the number of MSUs in shares of Company common stock.

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.

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

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.

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

Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received 0.58868 times the number of MSUs in shares of Company common stock.

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.

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

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.

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

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.

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

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.

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.

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 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.

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

The stock options were granted in tandem with stock appreciation rights (SARS). Accordingly, the exercise of one results in the surrender to the Company of the other. The SARS become exercisable only following a change in control of the Company as set forth in the Company's 2002 Stock Incentive Plan, as amended and restated. Once exercisable, the SARS would entitle the Reporting Person to receive the cash value of the options in lieu of exercising the options.

The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of March 16, 2027, March 16, 2028, March 16, 2029, and March 16, 2030.

Each restricted stock unit represents a contingent right to receive one share of Common Stock.

On December 26, 2025, the Reporting Person was granted 91,673 RSUs, of which 30,558 vested on March 16, 2026, the date on which he ceased serving as the Company's Interim President and Chief Executive Officer. In accordance with the terms of the applicable award agreement, the remaining 61,085 RSUs were forfeited.

Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received approximately 0.6377 times the number of MSUs in shares of Company common stock.