Daniels Jon G 4

4 · CARMAX INC · Filed May 5, 2026

AI-generated summary of this filing

Updated May 5, 2026

CarMax (KMX) EVP Jon G. Daniels Receives Award; 822 Shares Sold for Taxes

What Happened

Jon G. Daniels, EVP, CAF of CarMax (KMX), received a grant of 14,655 restricted stock units (market stock units, MSUs) on 2026-05-01 (code A). On the same date 822 shares were disposed at $38.53 per share to satisfy tax withholding obligations (code F), generating proceeds of $31,672.

Key Details

Transaction date: May 1, 2026. Filing date: May 5, 2026 (filed within the two-business-day Form 4 window).
Grant: 14,655 MSUs (derivative award) reported at $0.00 per share in the Form 4 (code A).
Disposal/tax withholding: 822 shares sold at $38.53 each for $31,672 (code F).
Shares owned after the transactions: Not specified in this filing.
Footnotes: F1 — MSUs convert to company common stock at payment; minimum payout is 0 shares and maximum is two times the number of MSUs. F2 — MSUs vest on May 1, 2029.
Transaction codes explained: A = award/grant; F = payment of exercise price or tax liability (tax-withholding sale).

Context

The 14,655 MSUs are restricted/market stock units that will convert into common shares only at vesting (May 1, 2029) and may pay out between 0 and 2x the grant amount per the company’s plan — they are not immediate stock purchases. The 822-share sale was a routine tax-withholding disposition, not an open-market sell indicating a directional bet.

Form 4

Period: 2026-05-01

EVP, CAF

Transactions

Tax Payment
Common Stock
2026-05-01$38.53/sh−822$31,672→ 1,957 total
Award
Restricted Stock Units
[F1][F2]
2026-05-01+14,655→ 14,655 total
→ Common Stock

Footnotes (2)

[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 May 1, 2029.

Signature

Christine Carter, attorney-in-fact|2026-05-05

1 file