Stuckey John M III 4

4 · CARMAX INC · Filed May 5, 2025

Form 4

Period: 2025-05-01

SVP, Gen Counsel & Secretary

Transactions

Tax Payment
Common Stock
2025-05-02$66.71/sh−370$24,683→ 1,827 total
Exercise/Conversion
Restricted Stock Units
2025-05-02−1,579→ 0 total
→ Common Stock (1,228 underlying)
Exercise/Conversion
Common Stock
2025-05-02+1,228→ 2,197 total
Award
Stock Options (Right to Buy)
2025-05-01+20,968→ 20,968 total
Exercise: $65.52Exp: 2032-05-01→ Common Stock (20,968 underlying)

Footnotes (4)

[F1]Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received 0.7777 times the number of MSUs in shares of Company common stock.
[F2]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.
[F3]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.
[F4]The restricted stock units vested on May 2, 2025 and were settled in Company common stock.

Documents

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