[Form 4] CarMax Inc. Insider Trading Activity

Rhea-AI Filing Summary

GitLab Inc. (NASDAQ: GTLB) has filed a Form 144 disclosing the proposed sale of 1,214 shares of its Class A common stock under Rule 144. The shares, valued at roughly $55,249, account for less than 0.001 % of the company’s approximately 146.1 million shares outstanding, making the transaction immaterial to GitLab’s overall float and market liquidity.

The seller acquired the stock as restricted stock units (RSUs) on 27 June 2025 and intends to execute the sale through Morgan Stanley Smith Barney LLC on or after 2 July 2025. No additional sales by this filer have occurred in the past three months. The notice states that the filer is unaware of any non-public adverse information, suggesting this is a routine liquidity event rather than a signal of strategic change.

Positive

• Transparent disclosure: Timely Form 144 filing signals strong compliance with SEC rules.
• Immaterial size: The 1,214-share sale is less than 0.001 % of total outstanding shares, limiting market impact.

Negative

• Insider selling: Even routine, insider sales can be perceived negatively by some investors.
• Immediate post-vesting sale: Shares are being sold shortly after RSUs vested, suggesting no long-term holding intent.

Insights

Securities Analyst

TL;DR: Very small insider sale; transaction is immaterial to GitLab’s share count and valuation.

The sale of 1,214 shares, worth about $55k, represents roughly 0.0008 % of shares outstanding—far below any threshold that would typically influence price or sentiment. Such filings are common when RSUs vest and insiders seek liquidity. With no pattern of larger disposals and no adverse disclosures, I view the impact as neutral for investors. Market reaction, if any, should be minimal.

Corporate Governance Expert

TL;DR: Routine Rule 144 filing; reflects good compliance, not a governance red flag.

The timely filing demonstrates adherence to SEC requirements and transparency. The filer expressly attests to possessing no undisclosed negative information, satisfying Rule 10b5-1 safeguards. Because the volume is negligible and no past-quarter sales were reported, I do not view this as a governance concern. Investors should monitor future filings for patterns but need not adjust their thesis based on this single event.

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
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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^*

Cafritz Diane L

(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, Chief Innov & People Off

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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

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
Restricted Stock Units	(1)	06/30/2025		A		1,066		(2)	(1)(2)	Common Stock	(1)	$0	1,066	D
Stock Options (Right to Buy)(3)	$67.21	06/30/2025		A		3,685		(4)	06/30/2032	Common Stock	3,685	$0	3,685	D

Explanation of Responses:

1. 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.

2. The restricted stock units shall vest on June 30, 2028.

3. 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.

4. The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of June 30, 2026, June 30, 2027, June 30, 2028 and June 30, 2029.

Remarks:

	Christine Carter, attorney-in-fact	07/02/2025
	** 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 GitLab (GTLB) shares are being sold under the Form 144 filing?

1,214 shares of Class A common stock are proposed for sale.

What percentage of GitLab’s shares outstanding does 1,214 shares represent?

Approximately 0.0008 % of the 146.1 million shares outstanding.

When is the planned sale date for the GTLB shares?

On or after 2 July 2025.

How were the shares acquired by the insider?

They were received as restricted stock units (RSUs) on 27 June 2025.

Which broker will execute the sale?

The shares will be sold through Morgan Stanley Smith Barney LLC.

Is the planned sale material to GitLab investors?

No; the sale is immaterial, representing less than 0.001 % of total shares outstanding.