Jill A. Livesay - 01 May 2025 Form 4 Insider Report for CARMAX INC (KMX)

Reporting relationship: VP, Controller & PAO
Issuer ticker: KMX
Reported as of: 01 May 2025
Net transaction value: -$22,148
SEC form: 4
Accepted by SEC: 05 May 2025, 16:13:39 UTC
Prior SEC filing: 17 Jan 2025
Next SEC filing: 05 May 2026
Source filing: View source filing
Reporting owner signature: Christine Carter, attorney-in-fact

Key filing fact

Jill A. Livesay filed Form 4 for CARMAX INC (KMX) on 05 May 2025.

Key facts

This page summarizes Jill A. Livesay's Form 4 filing for CARMAX INC (KMX).
5 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 05 May 2025, 16:13.

Change

Previous filing in this sequence was filed on 17 Jan 2025.
Current net transaction value: -$22,148.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001456533 Primary reporting owner

Livesay Jill A

Relationship: VP, Controller & PAO
Address: 12800 TUCKAHOE CREEK PARKWAY, RICHMOND
Signature: Christine Carter, attorney-in-fact
Signature date: 05 May 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

KMX transaction

Common Stock

Options Exercise

Transaction value
Shares: +1,100
Change %: +12%
Price
Shares after: 10,548
Date: 02 May 2025
Ownership: Direct
Footnotes: F1

KMX transaction

Common Stock

Tax liability

Transaction value: $22,148
Shares: -332
Change %: -3.1%
Price: $66.71
Shares after: 10,216
Date: 02 May 2025
Ownership: Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

KMX transaction Derivative

Stock Options (Right to Buy)

Award

Transaction value: $0
Shares: +14,513
Change %
Price: $0.000000
Shares after: 14,513
Date: 01 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 14,513
Exercise price: $65.52
Footnotes: F2, F3

KMX transaction Derivative

Restricted Stock Units

Award

Transaction value: $0
Shares: +4,139
Change %
Price: $0.000000
Shares after: 4,139
Date: 01 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount
Exercise price
Footnotes: F4, F5

KMX transaction Derivative

Restricted Stock Units

Options Exercise

Transaction value: $0
Shares: -1,414
Change %: -100%
Price: $0.000000
Shares after: 0
Date: 02 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 1,100
Exercise price
Footnotes: F1, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received 0.7777 times the number of MSUs in shares of Company common stock.

Footnote F2

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.

Footnote F3

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.

Footnote F4

Shares of Company common stock will be issued to the Reporting Person following vesting of the 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 10.22 to the Company's Annual Report on Form 10-K filed on April 15, 2024. The minimum number of shares of Company common stock that will be issued to the Reporting Person at payment is zero, and the maximum number of shares of Company common stock that will be issued at payment is two times the number of MSUs.

Footnote F5

The restricted stock units shall vest on May 1, 2028.

Footnote F6

The restricted stock units vested on May 2, 2025 and were settled in Company common stock.