CARMAX INC — Director's Dealing 2023

May 3, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARMAX INC (KMX)
CIK: 0001170010
Period of Report: 2023-05-01

Reporting Person: Nash William D (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-05-01	Common Stock	M	17065	—	Acquired	182754	Direct
2023-05-01	Common Stock	F	5574	$70.48	Disposed	177180	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-05-01	Restricted Stock Units	$	M	18795	Disposed		Common Stock (17065.0)	Direct
2023-05-01	Stock Options (Right to Buy)	$70.48	A	257732	Acquired	2030-05-01	Common Stock (257732.0)	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 0.91 times the number of MSUs in shares of Company common stock.

F2: The restricted stock units vested on May 1, 2023 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 1, 2024, May 1, 2025, May 1, 2026 and May 1, 2027.