CarMax Inc.

03/24/2026 | Press release | Distributed by Public on 03/24/2026 16:20

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Tuite Tyler
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
(Last) (First) (Middle)
12800 TUCKAHOE CREEK PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2026
(Street)
RICHMOND, VA 23238
4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tuite Tyler
12800 TUCKAHOE CREEK PARKWAY
RICHMOND, VA 23238
SVP & Chief Product Officer

Signatures

Christine Carter, attorney-in-fact 03/24/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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