Diane L. Cafritz - May 1, 2025 Form 4 Insider Report for CARMAX INC (KMX)

Role: EVP, Chief Innov & People Off
Signature: Christine Carter, attorney-in-fact
Stock symbol: KMX
Transactions as of: May 1, 2025
Transactions value $: -$65,176
Form type: 4
Date filed: 5/5/2025, 04:14 PM
Previous filing: Apr 25, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Cafritz Diane L	EVP, Chief Innov & People Off	12800 TUCKAHOE CREEK PARKWAY, RICHMOND	Christine Carter, attorney-in-fact	2025-05-05	0001702741

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KMX	Common Stock	Tax liability	-$65.2K	-977	-8.45%	$66.71	10.6K	May 2, 2025	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KMX	Stock Options (Right to Buy)	Award	$0	+35.3K		$0.00	35.3K	May 1, 2025	Common Stock	35.3K	$65.52	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2026, May 1, 2027, May 1, 2028 and May 1, 2029.

Content

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 May 1, 2026, May 1, 2027, May 1, 2028 and May 1, 2029.