Barr Keith 4

4 · CARMAX INC · Filed Mar 18, 2026

AI-generated summary of this filing

Updated Mar 18, 2026

CarMax (KMX) CEO Keith Barr Receives Stock Award

What Happened

Keith Barr, President, CEO and a director of CarMax, was granted awards on March 16, 2026: 23,975 non-derivative awards and 54,025 derivative awards (stock appreciation rights). Both grants were reported with a $0 acquisition price.

Key Details

Transaction date: 2026-03-16; Form filed: 2026-03-18.
Grants: 23,975 shares (non-derivative) and 54,025 shares (derivative/SARs), each reported as acquired at $0.00.
Shares owned after transaction: not specified in the provided filing excerpt.
Footnote highlights:
- F1: The stock options were granted in tandem with SARs; exercising one cancels the other. The SARs become exercisable only following a change in control and would pay cash value instead of stock.
- F2: The stock options vest one-fourth on each of March 16 in 2027, 2028, 2029 and 2030.
Filing timeliness: Report covers 3/16/2026 and was filed on 3/18/2026 (within the typical 2‑business‑day Form 4 window).

Context

These are grants/awards (not open‑market purchases or sales). The derivative grant (SARs) ties future value to company stock performance and is exercisable only under specified conditions (change in control for SARs; time‑based vesting for the options). Grants are standard long‑term incentive compensation and do not by themselves indicate immediate buying or selling of shares.

Form 4

Period: 2026-03-16

DirectorPresident and CEO

Transactions

Award
Common Stock
2026-03-16+23,975→ 23,975 total
Award
Stock Options (Right to Buy)
[F1][F2]
2026-03-16+54,025→ 54,025 total
Exercise: $41.71Exp: 2033-03-16→ Common Stock (54,025 underlying)

Footnotes (2)

[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 March 16, 2027, March 16, 2028, March 16, 2029, and March 16, 2030.

Signature

Christine Carter, attorney-in-fact|2026-03-18

1 file