Sec Form 4 Filing - Tuite Tyler @ CARMAX INC - 2026-03-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Tuite Tyler
2. Issuer Name and Ticker or Trading Symbol
CARMAX INC [ KMX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP & Chief Product Officer
(Last) (First) (Middle)
12800 TUCKAHOE CREEK PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2026
(Street)
RICHMOND, VA23238
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/22/2026 M 611 ( 1 ) A 1,469 D
Common Stock 03/22/2026 M 195 ( 3 ) A 1,664 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) ( 2 ) 03/22/2026 M 986 ( 5 ) ( 5 ) Common Stock 611 $ 0 0 D
Restricted Stock Units ( 3 ) ( 4 ) 03/22/2026 M 308 ( 5 ) ( 5 ) Common Stock 195 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tuite Tyler
12800 TUCKAHOE CREEK PARKWAY
RICHMOND, VA23238
SVP & Chief Product Officer
Signatures
Christine Carter, attorney-in-fact 03/24/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As reported on a Form 3 filed July 2, 2024, the Reporting Person was previously granted 1,478 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 10.55 to the Company's Annual Report on Form 10-K filed on April 21, 2020. In accordance with the terms of the applicable award agreement, on March 22, 2026, 986 MSUs vested and the remaining 492 MSUs were forfeited. In accordance with the terms of the applicable award agreement, the Reporting Person is entitled to receive 611 shares of Company common stock, which will not be distributed to the Reporting Person until at least six months after March 22, 2026.
( 2 )Following vesting of the MSUs, the Reporting Person is entitled to receive approximately 0.619183 times the number of vested MSUs in shares of Company common stock.
( 3 )As reported on a Form 3 filed July 2, 2024, the Reporting Person was previously granted 462 MSUs, in accordance with the terms of the Form of Notice of Market Stock Unit Grant filed as Exhibit 10.55 to the Company's Annual Report on Form 10-K filed on April 21, 2020. In accordance with the terms of the applicable award agreement, on March 22, 2026, 308 MSUs vested and the remaining 154 MSUs were forfeited. In accordance with the terms of the applicable award agreement, the Reporting Person is entitled to receive 195 shares of Company common stock, which will not be distributed to the Reporting Person until at least six months after March 22, 2026.
( 4 )Following vesting of the MSUs, the Reporting Person is entitled to receive approximately 0.632555 times the number of vested MSUs in shares of Company common stock.
( 5 )The MSUs vested on March 22, 2026, and will be settled in Company common stock.

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