FOLLIARD THOMAS J 4

What Happened

• Thomas J. Folliard, a CarMax director (and former Interim Executive Chair), had 14,855 restricted stock units (RSUs) vest and convert to common shares on June 23, 2026. The vested shares were valued at $51.91 each, totaling $771,123. To cover tax withholding, 3,618 shares were surrendered (disposed) valued at $187,810, leaving a net 11,237 shares retained. The remaining 10,610 RSUs from the grant were forfeited when he ceased serving as Interim Executive Chair.

Key Details

• Transaction date: June 23, 2026 (Period of Report). Filing date: June 24, 2026 (timely).
• Vesting/conversion: 14,855 shares @ $51.91 = $771,123 (transaction code M).
• Tax withholding: 3,618 shares withheld/disposed @ $51.91 = $187,810 (transaction code F).
• Net shares received: 11,237 shares retained after withholding.
• Footnotes: RSUs equal a contingent right to one share each; grant dated Dec 26, 2025 (25,465 RSUs granted; 14,855 vested, 10,610 forfeited).
• Shares owned following transaction: not reported in this filing.
• Exhibit: Power of Attorney (Exhibit 24.1) noted.

Context

• These entries reflect RSU vesting and settlement, not an open-market purchase or voluntary sale (other than shares withheld to satisfy tax liabilities). The M code indicates conversion/exercise of a derivative (RSU settlement); the F code denotes shares surrendered for tax withholding (a common, routine process). Such vesting events are compensation-related and do not necessarily signal a change in the insider’s view of the stock.