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CARMAX INC Director's Dealing 2025

May 5, 2025

30853_dirs_2025-05-05_7d5be6ae-7e1e-415a-b020-20f7b9e8b183.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARMAX INC (KMX)
CIK: 0001170010
Period of Report: 2025-05-01

Reporting Person: Stuckey John M III (SVP, Gen Counsel & Secretary)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-05-02 Common Stock M 1228 Acquired 2197 Direct
2025-05-02 Common Stock F 370 $66.71 Disposed 1827 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-05-01 Stock Options (Right to Buy) $65.52 A 20968 Acquired 2032-05-01 Common Stock (20968) Direct
2025-05-02 Restricted Stock Units $ M 1579 Disposed Common Stock (1228) 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 0.7777 times the number of MSUs in shares of Company common stock.

F2: 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.

F3: The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2026, May 1, 2027, May 1, 2028 and May 1, 2029.

F4: The restricted stock units vested on May 2, 2025 and were settled in Company common stock.