Charles Joseph Wilson - May 1, 2024 Form 4 Insider Report for CARMAX INC (KMX)

Role: EVP and COO
Signature: Christine Carter, attorney-in-fact
Stock symbol: KMX
Transactions as of: May 1, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/3/2024, 04:34 PM
Previous filing: Apr 12, 2024
Next filing: May 7, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KMX	Stock Options (Right to Buy)	Award	$0	+30.8K		$0.00	30.8K	May 1, 2024	Common Stock	30.8K	$67.21	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The stock options were granted in tandem with stock appreciation rights (SARS). Accordingly, the exercise of one results in the surrender to the Company of the other. The SARS become exercisable only following a change in control of the Company as set forth in the Company's 2002 Stock Incentive Plan, as amended and restated. Once exercisable, the SARS would entitle the Reporting Person to receive the cash value of the options in lieu of exercising the options.
F2	The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2025, May 1, 2026, May 1, 2027 and May 1, 2028.

Content

The stock options were granted in tandem with stock appreciation rights (SARS). Accordingly, the exercise of one results in the surrender to the Company of the other. The SARS become exercisable only following a change in control of the Company as set forth in the Company's 2002 Stock Incentive Plan, as amended and restated. Once exercisable, the SARS would entitle the Reporting Person to receive the cash value of the options in lieu of exercising the options.

The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2025, May 1, 2026, May 1, 2027 and May 1, 2028.