[Form 4] CarMax Inc. Insider Trading Activity

Rhea-AI Filing Summary

Under Armour, Inc. (ticker: UAA/UA) has filed a Form 4 indicating that board member Mohamed El-Erian acquired 3,338.28 Class C common shares on 07/01/2025.

The shares were issued at $0.00 under the company’s Fiscal Year 2025 Non-Employee Director Compensation Plan, meaning the award represents deferred stock units in lieu of cash director fees rather than an open-market purchase.

After the grant, El-Erian’s direct holdings stand at 172,457.93 Class C shares and 11,650 Class A shares. No derivative positions were reported and no shares were sold.

This filing reflects routine board compensation and is not indicative of a strategic share-accumulation program. The transaction is immaterial relative to Under Armour’s total share count and should have negligible impact on valuation or governance dynamics.

Insights

Portfolio Manager

TL;DR: Routine director fee deferral; negligible valuation impact.

The 3,338-share award—worth roughly low six figures—adds less than 0.01% to total shares outstanding. Because the units were issued at no cost under a pre-existing compensation plan, the market should treat this as administrative rather than a signal of insider conviction. I assign a neutral (0) impact rating.

Corporate Governance Expert

TL;DR: Standard equity-based board pay; maintains alignment.

Using deferred stock units links director compensation to shareholder value without cash outlay, aligning interests while conserving cash. The practice is commonplace across S&P 500 boards and doesn’t materially shift governance risk. Impact neutral.

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^*

Daniels Jon G

(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)
	EVP, CAF

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2025

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	07/02/2025		S		1,540	D	$70.64	2,779	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:

Remarks:

	Christine Carter, attorney-in-fact	07/03/2025
	** 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

How many Under Armour Class C shares did Mohamed El-Erian acquire?

He received 3,338.28 Class C shares in the form of deferred stock units.

What was the transaction price for the shares?

The shares were issued at $0 because they are part of a director compensation plan.

What is El-Erian’s total Class C ownership after the transaction?

His direct Class C holdings total 172,457.93 shares.

Did the filing report any sales of Under Armour stock?

No. The Form 4 shows only an acquisition; no shares were sold.

Does this Form 4 imply insider optimism about UAA stock?

Not necessarily; the shares were awarded as routine director fees rather than purchased on the open market.