KMX: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On July 31, 2026, CarMax, Inc. (the “Company”) announced that Diane Cafritz, the Company’s Executive Vice President and Chief Innovation and People Officer, will be leaving the Company effective December 31, 2026. Ms. Cafritz is eligible to receive the benefits, as revised as noted below, provided under Section 7.3 of her previously filed severance agreement with the Company, as amended and restated effective March 1, 2026, and filed as Exhibit 10.1 to CarMax’s Current Report on Form 8-K, filed March 2, 2026 (the “Severance Agreement”) (File No. 1-31420). Under Section 7.3 of the Severance Agreement, Ms. Cafritz is eligible to receive an amount equal to the product of one-and-a-half (1.5) and the sum of (x) her annual base salary and (y) the target annual bonus amount. In connection with Ms. Cafritz’s departure, the Company and Ms. Cafritz entered into an amendment to the Severance Agreement (the “Amendment”), pursuant to which Section 7.3 of the Severance Agreement has been modified to remove subpart (y) from the foregoing calculation. In its place, Ms. Cafritz will be eligible to receive her full-year actual fiscal year 2027 annual bonus as determined in accordance with the Company’s Annual Performance-Based Bonus Plan. In connection with Ms. Cafritz’s departure, the Company and Ms. Cafritz entered into a consulting agreement (the “Consulting Agreement”), pursuant to which Ms. Cafritz will provide consulting services to the Company. Among other things, the Consulting Agreement extends by an additional six months the terms of the non-solicitation and non-competition covenants in the Severance Agreement, which will e