Jon G. Daniels - 01 May 2025 Form 4 Insider Report for CARMAX INC (KMX)

Role: EVP, CAF
Signature: Christine Carter, attorney-in-fact
Issuer symbol: KMX
Transactions as of: 01 May 2025
Transactions value $: -$43,695
Form type: 4
Filing time: 05 May 2025, 16:13:50
Previous filing: 11 Apr 2025
Next filing: 03 Jul 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Daniels Jon G	EVP, CAF	12800 TUCKAHOE CREEK PARKWAY, RICHMOND	Christine Carter, attorney-in-fact	05 May 2025	0001628337

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KMX	Common Stock	Tax liability	-$43.7K	-655	-13.17%	$66.71	4.32K	02 May 2025	Direct

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	+30.5K		$0.00	30.5K	01 May 2025	Common Stock	30.5K	$65.52	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, 2026, May 1, 2027, May 1, 2028 and May 1, 2029.

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, 2026, May 1, 2027, May 1, 2028 and May 1, 2029.