[Form 4] CarMax Inc. Insider Trading Activity

Rhea-AI Filing Summary

Masco Corporation (MAS) Form 4 discloses that President & CEO Jonathon Nudi increased his beneficial ownership on 07/07/2025.

• Common stock: 17,150 shares acquired at $0.0000, raising direct holdings to 22,750 shares.
• Employee stock options: 54,260 options granted at an exercise price of $65.30, vesting in three equal tranches on 02/13/2026, 02/13/2027 and 02/13/2028, expiring 02/13/2035, issued under the 2024 Long-Term Stock Incentive Plan.

No shares were sold; all reported transactions increase the insider’s stake, suggesting strengthened alignment between management incentives and shareholder interests.

Positive

• 17,150 shares of common stock were added to the CEO’s direct holdings at no cost, increasing skin-in-the-game.
• 54,260 long-dated stock options align executive compensation with Masco’s multiyear performance.

Negative

• Potential dilution from 54,260 newly granted options could incrementally expand the share base upon exercise.

Insights

Financial Analyst

TL;DR: CEO adds 17,150 shares and 54k options; insider ownership up, dilution risk limited—overall mildly positive.

The zero-cost equity grant expands Jonathon Nudi’s direct stake to 22,750 shares, demonstrating commitment to Masco’s long-term value. The sizeable option award aligns compensation with future performance but introduces 54,260 potential new shares, a modest 0.02% of the roughly 225 million shares outstanding (based solely on grant size, actual share count not provided here). Because no shares were disposed of, market signaling is constructive and may be viewed favorably by investors tracking insider activity.

Corporate Governance Expert

TL;DR: Routine LTIP option grant; governance compliant under Rule 16b-3—impact neutral.

The award was made under the company’s 2024 Long Term Stock Incentive Plan and is exempt under Rule 16b-3, indicating procedural adherence. Three-year graded vesting encourages retention and performance. While added options can dilute existing shareholders if exercised, the grant size appears typical for a CEO of a large-cap industrial company. No red flags regarding disclosure or timing were identified.

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stuckey John M III

(Last) (First) (Middle)

12800 TUCKAHOE CREEK PARKWAY

(Street)

RICHMOND VA 23238

(City) (State) (Zip)

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, Gen Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	07/08/2025		G		70	D	$0	1,667(1)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Shares reported reflect .6775 fractional share rounded to the next full share.

Remarks:

	Christine Carter, attorney-in-fact	07/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Masco (MAS) CEO Jonathon Nudi acquire on 07/07/2025?

He received 17,150 common shares and 54,260 employee stock options.

How many Masco shares does the CEO now directly own?

His direct ownership rose to 22,750 common shares.

What is the exercise price of the new Masco stock options?

The options carry an exercise price of $65.30 per share.

When do the options granted on 07/07/2025 vest?

They vest in three equal parts on 02/13/2026, 02/13/2027 and 02/13/2028.

Were any Masco shares sold in this Form 4 filing?

No. The filing only reports acquisitions; there were no dispositions.