4//SEC Filing
Livesay Jill A 4
Accession 0001170010-25-000059
CIK 0001170010other
Filed
May 4, 8:00 PM ET
Accepted
May 5, 4:13 PM ET
Size
13.7 KB
Accession
0001170010-25-000059
Insider Transaction Report
Form 4
CARMAX INCKMX
Livesay Jill A
VP, Controller & PAO
Transactions
- Exercise/Conversion
Common Stock
2025-05-02+1,100→ 10,548 total - Award
Restricted Stock Units
2025-05-01+4,139→ 4,139 total→ Common Stock - Tax Payment
Common Stock
2025-05-02$66.71/sh−332$22,148→ 10,216 total - Award
Stock Options (Right to Buy)
2025-05-01+14,513→ 14,513 totalExercise: $65.52Exp: 2032-05-01→ Common Stock (14,513 underlying) - Exercise/Conversion
Restricted Stock Units
2025-05-02−1,414→ 0 total→ Common Stock (1,100 underlying)
Footnotes (6)
- [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]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.
- [F5]The restricted stock units shall vest on May 1, 2028.
- [F6]The restricted stock units vested on May 2, 2025 and were settled in Company common stock.
Documents
Issuer
CARMAX INC
CIK 0001170010
Entity typeother
Related Parties
1- filerCIK 0001456533
Filing Metadata
- Form type
- 4
- Filed
- May 4, 8:00 PM ET
- Accepted
- May 5, 4:13 PM ET
- Size
- 13.7 KB