Form 4: CarMax Executive Gifts Shares Under Pre-Arranged Plan

John M. Stuckey III, SVP, General Counsel & Secretary of CarMax Inc., reported gifting a total of 90 shares of common stock in early July 2025, reducing his direct beneficial ownership to 1,737 shares.

Summary

• John M. Stuckey III, the Senior Vice President, General Counsel & Secretary of CarMax Inc. (KMX), reported changes in his beneficial ownership of common stock.
• On July 2, 2025, Mr. Stuckey disposed of 55 shares of CarMax common stock via a gift transaction (Code G) at a price of $0, resulting in 1,772 shares beneficially owned directly.
• On July 3, 2025, an additional 20 shares of CarMax common stock were disposed of via a gift transaction (Code G) at a price of $0, bringing his direct beneficial ownership to 1,752 shares.
• On July 7, 2025, a further 15 shares of CarMax common stock were disposed of via a gift transaction (Code G) at a price of $0, leaving him with 1,737 shares beneficially owned directly.
• All reported transactions were dispositions of non-derivative common stock and were made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 5

Explanation: The sentiment is neutral. While an insider disposition reduces ownership, it was a gift and part of a pre-arranged 10b5-1 plan, which is a common and expected type of transaction, not necessarily signaling a negative outlook on the company.

Positives

• The transactions were executed under a Rule 10b5-1(c) plan, indicating a pre-planned, non-discretionary disposition rather than a reactive sale, which can mitigate concerns about opportunistic trading.

Negatives

• John M. Stuckey III, a key executive, reduced his direct beneficial ownership of CarMax common stock by a total of 90 shares through gift transactions, which slightly decreases insider alignment with shareholder interests.

Industry Context

This Form 4 filing details an insider transaction, which is a routine disclosure for publicly traded companies. Such filings provide transparency into executive stock ownership changes but do not directly reflect broader industry trends or competitive dynamics within the automotive retail sector.

Related Party Transactions

• The disposition of shares by gift from an executive could be considered a related party transaction if the recipient is a family member or entity with close ties, though the specific recipient is not disclosed in this filing.

Stakeholder Impact

• Shareholders: The direct beneficial ownership of a key executive has slightly decreased, which could be viewed as a minor reduction in direct alignment, though the small number of shares and nature of the transaction (gift under 10b5-1 plan) limits its significance.

Key Dates

Keywords

CarMax, KMX, SEC Form 4, Insider Transaction, Stock Gift, Executive Compensation, Beneficial Ownership, Rule 10b5-1