CARMAX INC — Director's Dealing 2021

May 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARMAX INC (KMX)
CIK: 0001170010
Period of Report: 2021-05-01

Reporting Person: Daniels Jon G (SVP, CAF)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-01	Common Stock	M	7290	—	Acquired	10035	Direct
2021-05-01	Common Stock	F	3288	$133.01	Disposed	6747	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-01	Restricted Stock Units	$	M	3645	Disposed		Common Stock (7290.0)	Direct
2021-05-03	Stock Options (Right to Buy)	$136.94	A	21148	Acquired	2028-05-03	Common Stock (21148.0)	Direct

Footnotes

F1: Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received two times the number of MSUs in shares of Company common stock.

F2: The restricted stock units vested on May 1, 2021 and were settled in Company common stock.

F3: 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.

F4: The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 3, 2022, May 3, 2023, May 3, 2024 and May 3, 2025.