Cafritz Diane L 4

What Happened

• Diane L. Cafritz, EVP, Chief Innovation & People Officer at CarMax (KMX), was granted 22,898 market stock units (MSUs) on May 1, 2026. These are restricted/derivative awards (no immediate cash cost) that will convert to common stock only if and when they vest.
• On the same date she disposed of 1,015 shares at $38.53 per share to satisfy a tax liability (payment of tax withholding), generating proceeds of $39,108. The disposal was a routine tax-withholding action (transaction code F), not an open-market sale to move capital.

Key Details

• Transaction date: May 1, 2026; Form 4 filed May 5, 2026 (filed within required two business days).
• Grant: 22,898 MSUs (derivative award), reported at $0 per share (no immediate purchase price).
• Tax withholding/disposition: 1,015 shares disposed at $38.53 each for $39,108 (code F).
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note:
  • F1: MSUs will be converted to shares only upon vesting; the actual shares issued at payout can range from 0 up to 2× the number of MSUs granted (performance multiplier).
  • F2: The MSUs vest on May 1, 2029.
• Filing timeliness: Report appears timely (filed May 5 for May 1 transactions).

Context

• MSUs are a form of restricted stock unit tied to future vesting and possible performance multiplier; they do not represent immediately tradable shares. The 1,015-share disposal was to cover tax obligations and is a common administrative step rather than a directional trade.