KMX

• Diane Cafritz, Executive Vice President and Chief Innovation and People Officer, will leave CarMax effective December 31, 2026.
• Cafritz will provide consulting services from January 1, 2027 to June 30, 2027 for $360,500, half her current annual base salary.
• The consulting agreement extends non-solicitation and non-competition covenants by six months, expiring two and a half years after departure.
• The amendment and consulting agreement were dated July 29, 2026 and filed as exhibits to the 8-K.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• At the June 23, 2026 annual meeting, shareholders approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated.
• All 11 director nominees were elected to one-year terms expiring at the 2027 annual meeting; votes ranged from 109.9M to 114.8M for each nominee.
• Shareholders ratified KPMG LLP as independent auditor for fiscal year 2027 with 124.4M votes for.
• The non-binding say-on-pay resolution passed with 107.9M votes for, and the stock plan received 109.9M votes for.
• There were 11,193,404 broker non-votes for each director election and for the say-on-pay and stock plan votes.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• Net revenues rose 6.2% to $8.0 billion for the quarter ended May 31, 2026.
• Net earnings per diluted share were $1.31 versus $1.38 a year ago.
• SG&A expenses decreased 3.7% to $635.2 million, with SG&A per total unit improving 6.8% to $1,619.
• CEO Keith Barr introduced a four-pillar strategic framework for growth.

2.02 Results of Operations and Financial Condition · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• Jill Livesay, Vice President, Controller and Principal Accounting Officer, notified CarMax of her retirement effective July 31, 2026.
• Enrique N. Mayor-Mora, Executive Vice President and CFO, will become principal accounting officer upon Livesay's retirement.
• Mayor-Mora, 57, has been with CarMax for 15 years and previously held roles including VP Finance, VP and Treasurer, and SVP and CFO.
• Mayor-Mora will receive no additional compensation for the PAO duties and has no family or material transaction relationships with the company.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

• Shira Goodman and Mitchell Steenrod will not stand for re-election and will retire from the board at the Annual Meeting; their decisions were not due to any disagreement with the company.
• O'Shaughnessy, 60, is a former EVP and CFO of PulteGroup and Penske Automotive Group, and is deemed independent under NYSE standards.
• If elected, O'Shaughnessy will serve on the Audit Committee and participate in the non-employee director compensation program (cash retainer, RSUs, board fees).
• Following the Annual Meeting, the board will have 11 directors, nine independent, with Tom Folliard as non-executive Chair and Mark O'Neil as Lead Independent Director.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• Combined retail and wholesale unit sales rose 0.7% to 303,969; retail used unit sales fell 0.8% and comparable store used unit sales declined 1.9%.
• Total net sales and operating revenues for Q4 were $5,946.0 million, down 1.0% from $6,003.1 million in the prior year quarter.
• Gross profit per retail used unit was $2,115, down $207 from last year's record; wholesale gross profit per unit was $940, down $105.
• The company increased its targeted SG&A reductions to $200 million in exit rate savings by end of fiscal 2027, up from $150 million.
• CarMax Auto Finance income decreased 9.8% to $143.7 million, reflecting a lower loan balance and higher provision for loan losses.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• On April 8, 2026, CarMax's Board nominated William Cobb and James Kessler as director nominees for the 2026 Annual Meeting.
• Both new directors are deemed independent under NYSE listing standards and will join the non-employee director compensation program.
• The additions follow constructive engagement with Starboard Value, which agreed to withdraw its director nominations for the 2026 Annual Meeting.
• A press release dated April 9, 2026 announcing the nominations was filed as Exhibit 99.1.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• CarMax entered into amended and restated severance agreements with named executive officers Enrique Mayor-Mora, Charles Joseph Wilson, and Shamim Mohammad on March 1, 2026.
• The new agreements supersede each executive's prior severance agreement.
• Executives also get payment or reimbursement of company-paid COBRA premiums for up to 18 months.
• All other terms are substantially similar to the prior severance agreements.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits