Daniels Jon G 4

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.