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 June 23, 2026, at the CarMax, Inc. (the “Company”) 2026 Annual Meeting of Shareholders, the Company ’ s shareholders, upon recommendation of the Board of Directors (the “Board”), approved the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated (the “Stock Incentive Plan”). The Stock Incentive Plan authorizes the Company to provide equity awards to its employees and non-employee directors. The approved amendments: (a) increase the number of shares of the Company ’ s common stock reserved for issuance under the Stock Incentive Plan by 1,842,000 shares, (b) add a minimum vesting requirement for incentive awards, with limited exceptions, (c) prohibit the payment of dividends and dividend equivalents with respect to unvested incentive awards, and (d) extend the termination date of the Stock Incentive Plan from June 27, 2033 to June 23, 2036. The Stock Incentive Plan is attached hereto as Exhibit 10.1 and is hereby incorporated by reference into this Item 5.02. The foregoing description of the Stock Incentive Plan is qualified in its entirety by reference to the attached Exhibit. Item 5.07. Submission of Matters to a Vote of Security Holders. On June 23, 2026, the Company held its 2026 Annual Meeting of Shareholders. The following actions were taken: 1. The shareholders elected the following directors to the Board, each for a one-year term expiring at the 2027 Annual Meeting of Shareholders, pursuant to the vote set forth below. Director Votes For Votes Against Votes Abstaining Keith Barr 114,829,416 350,233 138,896 Peter J. Bensen 114,403,706 776,024 138,815 Sona Chawla 114,434,618 746,132 137,795 William