Diane L. Cafritz - Jun 30, 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
Jun 30, 2025
Transactions value $
$0
Form type
4
Date filed
7/2/2025, 04:23 PM
Previous filing
May 5, 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 2025-07-02 0001702741

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 Restricted Stock Units Award $0 +1.07K $0.00 1.07K Jun 30, 2025 Common Stock Direct F1, F2
transaction KMX Stock Options (Right to Buy) Award $0 +3.69K $0.00 3.69K Jun 30, 2025 Common Stock 3.69K $67.21 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 The restricted stock units shall vest on June 30, 2028.
F3 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.
F4 The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of June 30, 2026, June 30, 2027, June 30, 2028 and June 30, 2029.