Form 4: CarMax VP, Controller & PAO Jill A. Livesay Reports Stock Transactions

Jill A. Livesay, VP, Controller & PAO of CarMax Inc., reports acquisition and disposal of common stock and derivative securities, including stock options and restricted stock units, in recent transactions.

Summary

• On May 2, 2025, Jill A. Livesay, VP, Controller & PAO of CarMax Inc., reported transactions involving CarMax common stock.
• She acquired 1,100 shares of common stock through the vesting of restricted stock units.
• She disposed of 332 shares of common stock at a price of $66.71.
• Following these transactions, she beneficially owns 10,216 shares of common stock.
• On May 1, 2025, she was granted 14,513 stock options with an exercise price of $65.52, exercisable in installments starting May 1, 2026, and expiring on May 1, 2032.
• She was also granted 4,139 restricted stock units, vesting on May 1, 2028.
• The reporting person also had 1,414 restricted stock units vest on May 2, 2025, which were settled in 1,100 shares of Company common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The transactions are part of a standard compensation package and don't necessarily indicate a strong positive or negative outlook for the company.

Positives

• The grant of stock options and restricted stock units suggests continued alignment of the executive's interests with those of the shareholders.
• The vesting of restricted stock units and subsequent acquisition of shares indicates the executive is meeting performance criteria.

Negatives

• The disposal of 332 shares, while potentially for tax obligations, could be perceived negatively if not properly understood.

Risks

• The value of the stock options is dependent on the future performance of CarMax stock.
• The actual number of shares issued upon vesting of the restricted stock units can vary between zero and two times the number of MSUs, based on performance criteria.

Future Outlook

The future number of shares issued upon vesting of restricted stock units (MSUs) will depend on the terms outlined in the Form of Notice of Market Stock Unit Grant, with the potential for the number of shares to range from zero to two times the number of MSUs.

Industry Context

Executive stock transactions are common in publicly traded companies like CarMax. These transactions are closely monitored by investors as they can provide insights into management's confidence in the company's future performance. The vesting of restricted stock units and granting of stock options are standard components of executive compensation packages designed to align management's interests with those of shareholders.

Comparison to Industry Standards

• Executive compensation packages at companies like AutoNation (AN), Penske Automotive Group (PAG), and Group 1 Automotive (GPI) also typically include a mix of salary, stock options, and restricted stock units.
• The vesting schedules and performance metrics associated with these equity grants vary by company but are generally designed to incentivize long-term value creation.
• The size of the grants and the exercise price of the options are within the typical range for executives at similar-sized companies in the automotive retail industry.

Stakeholder Impact

• The transactions have a minor impact on shareholders, as they reflect routine executive compensation adjustments.
• Employees may view the equity grants as a positive sign of the company's commitment to its leadership team.

Key Dates

Keywords

CarMax, Stock Options, Restricted Stock Units, Form 4, Insider Trading, Beneficial Ownership, KMX, Livesay, Executive Compensation