[_________, 20__]

[NAME/ADDRESS]

Dear [NAME]

The Board of Directors of CarMax, Inc. (the “Company”) wants to provide you with an opportunity to share in the success of our Company.  Accordingly, I am pleased to inform you that, as of _________________ (the “Grant Date”), the Compensation and Personnel Committee of the Board of Directors of the Company (the “Committee”) exercised its authority pursuant to the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated (the “Plan”) and granted you Restricted Stock Units of the Company (the “Restricted Stock Units”) as set forth herein.

The Restricted Stock Units are subject to the provisions of the Plan.  The Committee administers the Plan.  The terms of the Plan are incorporated into this Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and in the case of any conflict between the Plan and this Notice of Grant, the terms of the Plan shall control.  All capitalized terms not defined herein shall have the meaning given to them in the Plan.  Please refer to the Plan for certain conditions not set forth in this Notice of Grant.  Additionally, a copy of a Prospectus for the Plan, which describes material terms of the Plan, can be found on The CarMax Way.  Copies of the Prospectus, the Plan and the Company’s most recently filed annual report to shareholders on Form 10-K are available from the Company’s corporate secretary at (804) 747-0422.

Number of Restricted Stock Units:            

Grant Date Fair Market Value:                

A.    Vesting of Restricted Stock Units

Except as otherwise provided in this Notice of Grant, all the Restricted Stock Units will vest and become nonforfeitable on _________________ (the “Specified Date”), or such earlier date as may be provided in this Notice of Grant or the Plan (collectively, the “Vesting Date”) provided you continue to be employed by the Company or one of its Subsidiaries until the Vesting Date. All unvested Restricted Stock Units remaining after the first anniversary of the Grant Date will terminate and be completely forfeited. If prior to any Vesting Date, your employment with the Company and its Subsidiaries terminates for any reason other than those described in Section B, then any unvested Restricted Stock Units (and any related dividend equivalent rights) subject to this Notice of Grant shall terminate and be completely forfeited on the date of such termination of your employment. To the extent that you do not vest in any Restricted Stock Units, all interest in such units, the related shares of Company Stock, and any related dividend equivalent rights shall be forfeited. You shall have no right or interest in any Restricted Stock Unit or related share of Company Stock that is forfeited. Prior to payment, none of the Restricted Stock Units and any interest therein may be sold, assigned, transferred, hypothecated, exchanged, pledged or otherwise encumbered or disposed of, either voluntarily or involuntarily. The transfer restrictions in the preceding sentence shall not apply to transfers by the Company.

B.    Additional Vesting and Forfeiture Provisions

1.Termination Without Cause or for Good Reason. If prior to the Vesting Date: (a) the Company terminates your employment with the Company and its Subsidiaries for any reason other than for Cause (as defined in Section B.4), or (b) you have an effective severance or employment agreement with the Company or one of its Subsidiaries and you terminate your employment for “Good Reason” (as defined in such agreement), if applicable, then the number of Restricted Stock Units set forth above will become immediately vested and nonforfeitable, effective as of the date of your termination.

2.Death or Disability. If you die or become Disabled prior to the Vesting Date, the number of Restricted Stock Units set forth above will become immediately vested and nonforfeitable, effective as of the date of your death or Disability.

3.Retirement. If prior to the Vesting Date: (a) your employment with the Company and its Subsidiaries terminates, (b) such termination is not for Cause and not due to your death or Disability, and (c) as of the date of the termination you have: (i) attained 55 years of age and completed ten years or more of continuous employment with the Company or its Subsidiaries; (ii) attained 62 years of age and completed seven years or more of continuous employment with the Company or its Subsidiaries; or (iii) attained 65 years of age and completed five years or more of continuous employment with the Company or its Subsidiaries; then all of your Restricted Stock Units will become immediately vested and nonforfeitable, and will be paid on the Vesting Date.

4.Termination For Cause. Upon termination of your employment with the Company or one of its Subsidiaries for Cause, and notwithstanding anything in Section B to the contrary, your Restricted Stock Units will immediately and automatically without any action on the part of you or the Company, be forfeited, effective as of the date of your termination. For purposes of this Notice of Grant, “Cause” shall have the meaning set forth in your severance agreement with the Company.

5.Change in Full-Time Employment Status.  In the event that your employment with the Company or one of its Subsidiaries changes from full-time to part-time for any reason prior to the Vesting Date, and notwithstanding the terms of Section B.3, your Restricted Stock Units will be immediately forfeited, effective as of the date of the change. Employees on authorized leave (as determined under the Company’s or its Subsidiary's authorized leave policy) will not be considered as having terminated merely by reason of the leave.

C.    Payment for Restricted Stock Units

1.    Payment Schedule. Payment for your Restricted Stock Units shall be made in shares of Company Stock upon the earliest to occur of the payment dates set forth below (the earliest date shall be the “Payment Date”):

a)    Specified Date. Restricted Stock Units, if vested, (and related dividend equivalent rights), shall be paid upon the Specified Date.

b)    Death or Disability. One hundred percent (100%) of the unpaid Restricted Stock Units (and related dividend equivalent rights), if vested, shall be paid upon the date of your death or the date your termination of employment as a result of your Disability.

c)     Retirement. One hundred percent (100%) of the unpaid Restricted Stock Units (and related dividend equivalent rights), if vested in accordance with Section B.3 above, shall be paid upon your “Separation from Service” (as defined in Code section 409A and the regulations thereunder). Notwithstanding the foregoing, to the extent required under Code section 409A, to the extent that the Restricted Stock Units are payable upon a Separation from Service and to the extent such payment would otherwise result in the imposition of any individual tax and penalty interest charges imposed under Code section 409A, the settlement and payment of the Restricted Stock Units shall instead be made on the first business day after the date that is six (6) months following such Separation from Service (or death, if earlier).

The Company shall deliver all shares of Company Stock issuable pursuant to such vested Restricted Stock Units in the form of a single distribution within 60 days of the Payment Date, subject to Section F below.

2.    Method of Payment. The value of each Restricted Stock Unit on the Payment Date shall equal the Fair Market Value of a share of Company Stock. The Company will deliver (via certificate or such other method as the Company determines) any shares of Company Stock payable pursuant to Section C.1. Notwithstanding anything herein to the contrary, the Company shall have the right to refuse to deliver any shares of Company Stock under this Notice of Grant if the Company acting in its absolute discretion determines that the issuance or transfer of such shares may violate any applicable law or regulation.

3.    Expiration upon Payment. Upon delivery of Company Stock in accordance with this Notice of Grant, the portion of the Restricted Stock Units attributable to such Company Stock shall be extinguished and such number of Restricted Stock Units will not be considered to be held by you for any purpose.

D.    No Shareholder Rights

The Restricted Stock Units shall not represent an equity security of the Company and shall not carry any voting or dividend rights. However, you will have the right to receive payments equivalent to dividends as set forth below. You are an unsecured general creditor of the Company with respect to any payment relating to vested Restricted Stock Units.

E.    Dividend Equivalent Rights

You shall accumulate dividend equivalent rights on each Restricted Stock Unit in an amount equal to the dividends paid, if any, with respect to a share of Company Stock on each date that a dividend is paid on the Company Stock from the Grant Date to the Payment Date. The dividend equivalent rights shall be converted into additional Restricted Stock Units based on the Fair Market Value of a share of Company Stock on the date the dividend is paid and shall accumulate and be paid in shares of Company Stock when the payment for the corresponding Restricted Stock Unit is made in accordance with Section C.1. Such additional Restricted Stock Units shall be subject to the same forfeiture restrictions as apply to the Restricted Stock Unit to which they relate.

F.    Tax Withholding

The Company or its Subsidiary may withhold from your Restricted Stock Units or payments under Section C the amount of taxes required by any federal, state, or local government to be withheld or otherwise deducted and paid with respect to the vesting and payment of your Restricted Stock Units (“Tax Withholdings”), including without limitation, the Federal Insurance Contributions Act ("FICA") tax imposed and the income tax withholding related to such FICA amounts. At its discretion, the Company or its Subsidiary may require you to reimburse it for any Tax Withholdings and withhold any payments, in whole or in part, until the Company or its Subsidiary is so reimbursed. The Company or its Subsidiary shall also have the unrestricted right to withhold from any other cash amounts due (or to become due) from the Company or its Subsidiary to you, including from your wages or commissions, an amount equal to any Tax Withholdings. The Company or its Subsidiary shall report the payment of any Tax Withholdings and other related information to the appropriate governmental agencies as required under applicable laws

G.    Change of Capital Structure

If the number of outstanding shares of the Company Stock is increased or decreased as a result of a stock dividend, stock split, subdivision or consolidation of shares, or other similar change in capitalization, the number of Restricted Stock Units, and the Grant Date Fair Market Value will automatically be adjusted, as provided in the Plan and as the Committee shall determine to be equitably required so as to preserve the value of the Restricted Stock Units that existed immediately before the change; provided, however, that the Company will not be required to issue any fractional shares as a result of such adjustment.

H.    Miscellaneous

The grant of these Restricted Stock Units does not obligate the Company or any of its Subsidiaries to continue your employment. If there is any litigation involving the Restricted Stock Units, each party will bear its own expenses, including all legal fees, except that in the event of an action brought by you under this Notice of Grant following a Change of Control, then insofar as such action is not deemed to be frivolous by the arbitrator, the Company shall bear all expenses related to the arbitration, including all legal fees incurred by you. The Committee shall have the authority to interpret and administer this Notice of Grant.

I.    409A Compliance

The Restricted Stock Units are intended to comply with Code section 409A and official guidance issued thereunder. Notwithstanding anything herein to the contrary, this Notice of Grant shall be interpreted, operated and administered in a manner consistent with this intention.

J.    Acceptance

By accepting this grant online, this Notice of Grant, together with the Plan, will become the entire agreement between you and the Company with respect to the subject matter hereof, and will be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia without regard to conflict of law provisions in any jurisdiction. This Notice of Grant supersedes all prior discussions, negotiations, understandings, commitments and agreements with respect to such matters. By accepting this grant online, you agree that you are in compliance with, and will abide by, the Company’s “Policy Against Insider Trading.” You also agree not to sell Company Stock at a time when other applicable laws prohibit a sale. This restriction will apply as long as you are an employee, consultant or director of the Company or one of its Subsidiaries.

Sincerely,

[Date]

                     

                    

                    

                    

Dear                     :

The Board of Directors of CarMax, Inc. (the “Company”) wants to provide you with an opportunity to share in the success of our Company.  Accordingly, I am pleased to inform you that, as of %%OPTION_DATE%_% the Compensation and Personnel Committee of the Board of Directors of the Company (the “Committee”) exercised its authority pursuant to the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated (the “Plan”) and granted you non-statutory options to purchase shares of the common stock of CarMax, Inc. (the “Options”) as set forth herein.  The Options are not qualified for Incentive Stock Option tax treatment. Limited stock appreciation rights (“SARs”), described below, were also granted in connection with these Options.

The Options and SARs are subject to the provisions of the Plan.  The Committee administers the Plan.  The terms of the Plan are incorporated into this notice of Stock Option Grant (the “Notice of Grant”) and in the case of any conflict between the Plan and this Notice of Grant, the terms of the Plan shall control.  All capitalized terms not defined herein shall have the meaning given to them in the Plan.  Please refer to the Plan for certain conditions not set forth in this Notice of Grant.  Additionally, a copy of a Prospectus for the Plan, which describes material terms of the Plan, can be found on The CarMax Way.  Copies of the Prospectus, the Plan and the Company’s annual report to shareholders on Form 10-K for fiscal year 20__ are available from the Company’s corporate secretary at (804) 747-0422.

Number of Shares Subject to Option:    _________________________

Option Price Per Share:            _________________________

Except as otherwise provided in this Notice of Grant, the Options will vest and become exercisable according to the following schedule:  _________________________________________________, provided you continue to be employed by the Company on such dates.

The unexercised Options shall terminate upon the earliest to occur of the following conditions:

1.    Expiration.  The Options will expire on [EXPIRE_DATE] (the “Expiration Date”).

2.Termination Without Cause or for Good Reason.  If prior to the Vesting Date: (a) the Company terminates your employment with the Company and its Subsidiaries for any reason other than for Cause (as defined in the “Cause” section below), or (b) you have an effective severance or employment agreement with the Company or one of its Subsidiaries and you terminate your employment for “Good Reason” (as defined in such agreement), if applicable, then all of your Options will become immediately vested and exercisable, effective as of the date of the termination of your employment, and you, your personal representative, distributees, or legatees, as applicable, may exercise your vested Options at any time before the Expiration Date.

3.Termination For Cause. Upon termination of your employment with the Company for Cause, and notwithstanding the terms of the “Age and Service Vesting” section set forth below, your unexercised vested and unvested Options will terminate immediately.

4.Change in Full-Time Employment Status.  In the event that your employment with the Company changes from full-time to part-time for any reason, and notwithstanding the terms of the “Age and Service Vesting” section set forth below, your unvested Options will expire on the date of the change.  Your vested Options will be unaffected and remain subject to the terms of this Notice of Grant.

5.Resignation and Other Terminations of Employment. In the event that your employment with the Company or its Subsidiaries terminates for any reason (including, without limitation, due to your resignation without Good Reason), except as otherwise expressly provided in this Notice of Grant’s Section 2, Death or Disability section below, or Age and Service Vesting provision below, the unvested Options will expire, be cancelled and forfeited immediately upon such termination of employment without consideration.

For purposes of this Notice of Grant, “Cause” shall mean the following:

1.    If you have an effective severance or employment agreement with the Company (or a subsidiary of the Company), then “Cause” shall have the meaning set forth in your employment or severance agreement.

2.    If you do not have an effective severance or employment agreement with the Company (or a subsidiary of the Company), then “Cause” shall mean that the Company (or any of its subsidiaries) has any reason to believe any of the following:

    a)     you have committed fraud, misappropriation of funds or property, embezzlement or other similar acts of dishonesty;

    

    b)     you have been convicted of a felony or other crime involving moral turpitude (or pled nolo contendere thereto);

    c)     you have used, possessed or distributed any illegal drug;

    d)     you have committed any misconduct that may subject the Company to criminal or civil liability;

    e)     you have breached your duty of loyalty to the Company, including, without limitation, the misappropriation of any of the Company’s corporate opportunities;

    f)     you have committed a serious violation or violations of any Company policy or procedure;

    g)     you refuse to follow the lawful instructions of Company management;

    h)     you have committed any material misrepresentation in the employment application process;

    i)     you have committed deliberate actions, including neglect or failure to perform the job, which are contrary to the best interest of the Company; or

    j)     you have continually failed to perform substantially your duties with the Company.

When the Options are exercisable, you may purchase shares of Company common stock under your Option by:

1.    Giving written notice to the Company, signed by you, stating the number of shares you have elected to purchase; and

2.    Remitting payment of the purchase price in full (You may deliver shares of Company common stock that you own already in satisfaction of all or any part of the purchase price or make other arrangements satisfactory to the Company and permitted by the Plan regarding payment of the purchase price); and

3.    Remitting payment to satisfy the income tax withholding requirements for non-statutory options or making other arrangements to satisfy such withholding that are satisfactory to the Company and permitted by the Plan.

If your employment by the Company terminates because you die or become disabled, all of your Options covered by this Notice of Grant will become immediately vested and exercisable, effective as of the date of the termination of your employment, and you, your personal representative, distributees, or legatees, as applicable, may exercise your vested Options at any time before the Expiration Date.

If your employment with the Company is terminated and such termination is not for Cause, and, as of the date of the termination you have:

1.    Attained 55 years of age and completed ten years of continuous employment with the Company; 

2.    Attained 62 years of age and completed seven years of continuous employment with the Company; or

3.    Attained 65 years of age and completed five years of continuous employment with the Company;

then, all of your Options covered by this Notice of Grant will become immediately vested and exercisable, effective as of the date of the termination of your employment, and you, your personal representative, distributees, or legatees, as applicable, may exercise your vested Options at any time before the Expiration Date.

Except as provided below, the Options are not transferable by you other than by will or by the laws of descent and distribution and are exercisable during your lifetime only by you.  You may transfer your rights under the Option during your lifetime subject to the following limitations:

1.    Transfers are allowed only to the following transferees:

a)    Your spouse, children, step-children, grandchildren, step-grandchildren or other lineal descendants (including relationships arising from legal adoptions).  Such individuals are hereinafter referred to as “Immediate Family Members”.

b)    Trust(s) for the exclusive benefit of any one or more of your Immediate Family Members.

c)    Partnership(s), limited liability company(ies) or other entity(ies), the only partners, members or interest holder of which are among your Immediate Family Members.

d)    Pursuant to a court issued divorce decree or Domestic Relations Order (as defined in the Code or Title I of the Employee Retirement Income Security Act (or rules thereunder)).

2.You may not receive any consideration in connection with the transfer.

3.Transferees may not subsequently transfer their rights under the Option except by will or by the laws of descent or distribution.

4.Following the transfer, the Option will continue to be subject to the same terms and conditions as were applicable immediately prior to transfer (except that the transferee may deliver the Option exercise notice and payment of the exercise price).

5.You must give written notice of the transfer to the Company and the Company may require that any transfer is conditioned upon the transferee executing any document or agreement requested by the Company.

Any Option transferred in accordance with the terms hereof shall be accompanied by the associated SAR.

Pursuant to this Notice of Grant, you have been granted one (1) SAR for every Option granted to you hereunder.  Following a Change of Control, in lieu of exercising your vested Options, you may choose to exercise the SARs associated with such vested Options and granted hereunder.  Doing so will relieve you of the obligation to pay for the exercise of your Options as described above and, instead, will allow you to receive a cash payment of the net value of your SARs as calculated below without having to remit any payment to the Company.  The SARs granted in connection with the Options are limited SARs and may be exercised in accordance with the Plan and the terms hereof as follows:

1.    The SARs shall only be exercisable if a Change of Control occurs.  In such event, the SARs will be exercisable at any time during a period of 90 days beginning on the date the Change of Control occurs.  To the extent that the SARs or their underlying Options are not exercised during an exercise period, the SARs will become unexercisable again until such time as another Change of Control occurs or [EXPIRE_DATE], when they expire.

2.    When the SARs become exercisable, you may exercise the SARs by giving written notice to the Company, signed by you, stating the number of SARs that you are exercising.

3.    Upon exercise of the SARs, you shall receive in exchange from the Company an amount equal to the excess of (x) the value of the Company’s common stock on the date of exercise, over (y) the exercise price of the underlying Option.  For purposes of this paragraph, the value of the Company’s common stock shall be the Fair Market Value of the Company’s common stock on the date of exercise.

4.    The Company’s obligation arising upon exercise of the SARs shall be paid in cash and shall be subject to required income tax withholdings.

5.    To the extent a SAR is exercised, the underlying Option must be surrendered.  The underlying Option, to the extent surrendered, shall no longer be exercisable.

If the number of outstanding shares of the Company’s common stock is increased or decreased as a result of a stock dividend, stock split, subdivision or consolidation of shares, or other similar change in capitalization, the number of Company shares for which you have unexercised Options and the exercise price will automatically be adjusted, as provided in the Plan, (i) so as to preserve the ratio that existed immediately before the change between the number of such shares and the total number of shares of Company stock previously outstanding, and (ii) so that your aggregate Option price remains the same; provided, however, that the Company will not be required to issue any fractional shares upon exercise of your Options as a result of such adjustment.

The grant of these Options does not obligate the Company to continue your employment.  If there is any litigation involving Options, each party will bear its own expenses, including all legal fees, except that in the event of an action brought by you under this Notice of Grant following a Change of Control, then insofar as such action is not deemed to be frivolous by the arbitrator, the Company shall bear all expenses related to the arbitration, including all legal fees incurred by you.  The Committee shall have the authority to interpret and administer this Notice of Grant.

 

By accepting this grant on-line, this Notice of Grant, together with the Plan, will become a Stock Option Agreement between you and the Company that is governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia.  By accepting this grant online, you agree that you are in compliance with, and will abide by, the Company’s “Policy Against Insider Trading” which can be found on The CarMax Way.

Sincerely,

THIS SEVERANCE AGREEMENT (the “Agreement”) is entered into as of _____________, 2026, by and between CarMax, Inc., a Virginia corporation, for itself and on behalf of its subsidiaries and affiliates (hereafter referred to collectively as “CarMax” or the “Company”), and Keith Barr (hereafter referred to as the “Associate”).

WHEREAS, the Company recognizes the Associate’s qualifications, experience and expertise, and has appointed the Associate as Chief Executive Officer;

WHEREAS, the Associate has developed or will develop and/or has or will come in contact with CarMax’s proprietary and confidential information that is not readily available to the public, and which is of great importance to CarMax and is treated by CarMax as secret and confidential information;

WHEREAS, the Company and the Associate desire to agree upon the terms, conditions, compensation and benefits of the Associate’s future employment; and

NOW, THEREFORE, in consideration of the Associate’s employment by CarMax and the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CarMax and the Associate, intending to be legally bound, agree as follows:

Article 1.Term.

The Associate’s employment with CarMax shall continue until such time as the Associate’s employment is terminated by either party in accordance with Article 7 of this Agreement or the Associate’s term of employment is extended or shortened by a subsequent written agreement duly executed by the Associate and CarMax.

Article 2.Duties and Responsibilities.

CarMax shall employ the Associate in the position of Chief Executive Officer. The Associate acknowledges and agrees to perform those job duties and/or such other job duties that may be assigned to the Associate or required of the Associate by the CarMax Board of Directors (the “Board”) and that are consistent with his position as Chief Executive Officer.

Article 3.Standard of Care.

3.1General. During the term of this Agreement, the Associate shall devote the Associate’s full business time, attention, knowledge and skills to CarMax’s business and interests. The Associate covenants, warrants, and represents that the Associate shall:

(a)devote the Associate’s best efforts and talents to the performance of the Associate’s employment obligations and duties for CarMax;

(b)exercise the highest degree of loyalty and the highest standards of conduct in the performance of the Associate’s duties;

(c)observe and conform to the rules, regulations, and policies established or issued by CarMax; and

(d)observe and conform to the law in the performance of the Associate’s employment obligations and duties for CarMax.

3.2Forfeiture and Recoupment. The Associate acknowledges and agrees that the Associate’s compensation will be subject to the CarMax clawback policy in effect as of the date hereof, and consents to and agrees to be bound by any other clawback policy of CarMax as may be established and/or amended from time to time to comply with applicable laws (including without limitation pursuant to the listing standards of any national securities exchange or association on which CarMax’s securities are listed or as may be required by the Dodd-Frank Wall Street Reform and Consumer Protection Act). CarMax may require the Associate to forfeit, return or reimburse CarMax all or a portion of the Associate’s compensation pursuant to the terms of the clawback policy or as necessary or appropriate to comply with applicable laws. No recovery of the Associate’s compensation under a clawback policy or otherwise will constitute an event that triggers or contributes to any right the Associate may have to resign for Good Reason or “constructive termination” (or similar term) under any agreement (including this Agreement), arrangement or policy with CarMax. The Associate further waives any rights the Associate may have to indemnification, insurance payments or other reimbursement for any such compensation that is subject to recoupment and / or forfeiture under the clawback policy.

Article 4.Other Employment.

The Associate shall not, during the term of this Agreement, be interested directly or indirectly, in any manner, as partner, officer, director, advisor, employee, or in any other capacity, in any other business similar to CarMax’s business for the Associate’s personal advantage or benefit or that of others; provided, further, the Associate agrees to obtain CarMax’s prior written consent before engaging in any other occupation for compensation (actual or expected) while employed by CarMax. Such consent may be granted or withheld, in CarMax’s absolute discretion; provided, however, such consent will not be required where such other occupation for compensation does not (i) in any manner infringe upon the Associate’s job duties or the time or attention required to perform such duties, (ii) relate to any other business similar to CarMax’s business or (iii) have a detrimental effect on CarMax’s business, as determined in CarMax’s absolute discretion.

Article 5.Compensation and Benefits.

As remuneration for all services to be rendered by the Associate during the term of this Agreement, and as consideration for complying with the covenants herein, CarMax shall pay and provide to the Associate the following:

5.1Base Salary. The Associate shall be paid an annual salary (the “Base Salary”), payable biweekly (the “Biweekly Amount”), subject to applicable federal, state, and local withholdings and any performance-based adjustments made by the Board. In the event that the Associate accepts a new or different position with CarMax or accepts a new position title, CarMax, in its sole discretion, may adjust the Base Salary.

5.2Bonus.

(a)The Associate is eligible to participate in CarMax’s performance-based bonus plan, as such plan may exist from time to time during the term of this Agreement and as defined and applied to the Associate’s position.

(b)The award and amount of any bonus shall be determined (i) under CarMax’s then-current performance-based bonus plan and (ii) at the absolute discretion of CarMax.

5.3Long Term Incentives. During the term of this Agreement, the Associate shall be eligible to participate in CarMax’s 2002 Stock Incentive Plan (or any successor incentive plan thereto) to the extent that the CarMax Compensation and Personnel Committee, in its sole discretion, determines is appropriate.

5.4401(k) Plan. During the term of this Agreement, the Associate shall be entitled to participate in CarMax’s 401(k) plan, subject to the eligibility and participation requirements of such plan.

5.5Welfare Benefit Plans. During the term of this Agreement, the Associate and/or the Associate’s family will be eligible to participate in and will receive benefits under CarMax’s then-current welfare benefit plans, policies and programs (the “Welfare Plans”) to the extent such Welfare Plans are made available to other CarMax associates who are professionally similarly situated to the Associate (the “Peer Associates”), subject to the eligibility requirements and other provisions of such Welfare Plans. The benefits available pursuant to such Welfare Plans may include group term life insurance, comprehensive health and major medical insurance, dental insurance, and short-term and long-term disability benefits.

5.6Vacation. During the term of this Agreement, the Associate will be entitled to paid vacation each fiscal year in accordance with then-current CarMax Time Away Guidelines.

5.7Right to Change Plans. Nothing herein shall obligate CarMax to institute, maintain, or refrain from changing, amending, or discontinuing any benefit plan, policy program, or guideline so long as such changes are similarly applicable to the Peer Associates.

Article 6.Expenses.

During the term of this Agreement, CarMax shall pay or reimburse the Associate for reasonable travel and business expenses incurred by the Associate in furtherance of CarMax business and in accordance with the then-current CarMax travel and expense policy and any other applicable policies, upon submission to CarMax of vouchers or receipts reflecting such expenses.

Article 7.Employment Termination.

The Associate’s employment with CarMax may be terminated in accordance with any of the following provisions:

7.1Termination by Death.

(a)In the event the Associate’s employment ends by reason of the Associate’s death during the term of this Agreement, the Associate’s benefits shall be determined in accordance with the then-current CarMax survivor’s benefits, insurance, and/or other applicable programs. Further, stock options and grants, including performance-based grants, will become vested and exercisable by the Associate, the Associate’s personal representatives, distributees, legatees, or estate in accordance with the terms and conditions of the applicable stock grant or option award agreement.

(b)The date of termination due to death shall be the Associate’s date of death. Upon the date of termination, CarMax shall be obligated to pay the Associate’s beneficiary or estate any Base Salary that was accrued but not yet paid as of the date of termination plus all other vested rights and benefits that the Associate is entitled to pursuant to this Agreement and other CarMax plans and programs.

7.2Voluntary Termination by the Associate without Good Reason. The Associate may terminate employment at any time without Good Reason by giving at least thirty (30) days prior written notice to the Board. During the notice period, the Associate shall fulfill all required job duties and responsibilities and cooperate and assist in the training of a replacement, if any. CarMax reserves the right to require the Associate to discontinue working for CarMax at any time during the thirty (30) day notice period, but shall pay the Associate the amount the Associate would have earned during any non-working portion of the remaining thirty (30) day notice period in accordance with Article 5.1, in addition to any other benefits to which the Associate has a vested right on the last day of employment; provided, however, that the Associate shall forfeit any bonus with respect to the fiscal year in which the Associate’s voluntary termination under this Article 7.2 occurs. Subject to Article 7.5, CarMax thereafter shall have no further obligations under this Agreement.

7.3Voluntary Termination by CarMax. CarMax may terminate the Associate’s employment at any time and for any reason other than death or Cause (as defined below), by providing the Associate with at least thirty (30) days prior written notice. CarMax reserves the right to require the Associate to discontinue working for CarMax during the thirty (30) day notice period, but shall pay the Associate the amount the Associate would have earned during any non-working portion of the remaining thirty (30) day notice period in accordance with Article 5.1, in addition to any other benefits to which the Associate has a vested right on the last day of employment.

(a)After the thirty (30) day notice period specified above, the Associate shall be eligible to receive an amount equal to the product of two (2) times the sum of (x) Associate’s Base Salary and (y) the target annual bonus amount, less applicable federal, state, and local withholdings, to be paid in equal installments of fifty-two (52) biweekly payments; provided however that CarMax’s obligation to provide the fifty-two (52) biweekly payments is subject to the Associate’s compliance with (a) Articles 8, 9, 10 and 11 of this Agreement and (b) delivery to CarMax of an executed Agreement and General Release, which shall be substantially in the form attached hereto as Exhibit A (with such changes or additions as needed under then applicable law to give effect to its intent and purpose) (the “Agreement and General Release”) within twenty-one (21) days of presentation thereof by CarMax to the Associate. Any amounts due following a termination of employment under this Agreement shall not be due until after the expiration of any revocation period applicable to the Agreement and General Release without the Associate having revoked such Agreement and General Release. CarMax thereafter shall have no further obligations under this Agreement.

(b)The Associate’s participation in the Company’s health, dental, and vision plans will end in accordance with the terms of the plans. The Associate may elect to continue coverage under the health, dental and/or vision plans for the Associate and the Associate’s eligible dependents in accordance with the terms and procedures of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If the Associate elects COBRA coverage, the Associate shall be responsible for remitting the COBRA premium to the Company (or to a COBRA administrator designated by the Company) in accordance with the terms of the Company’s health, dental and vision plans and applicable COBRA requirements. If the Associate elects COBRA coverage, the Company shall subsidize a portion of the cost of such coverage until the earlier of: (i) a maximum period of eighteen (18) months or (ii) when the Associate first becomes eligible for health, dental and vision plan coverage with a subsequent employer. The amount of the Company’s subsidy shall be equal to the sum of (1) the amount the Company would have otherwise paid for such coverage if the Associate had remained an active employee of the Company, and (2) the COBRA administration fee. If the Associate does not elect COBRA coverage, the Company shall have no obligation to the Associate with respect to health, dental and vision benefits following the date of termination.

7.4Good Reason Termination in the Ordinary Course

(a)For purposes of this Article 7.4, the defined terms set forth below shall have the following meanings:

(i)“Good Reason in the Ordinary Course” shall mean, without the Associate’s express written consent, the occurrence of any one or more of the following:

(1)A material reduction in the Associate’s Base Salary or target annual bonus;

(2)A material reduction in the Associate’s title, duties or authority, (except in connection with the termination of the Associate’s employment (x) for Cause, (y) as a result of the Associate’s death, disability or retirement or (z) by the Associate other than for Good Reason in the Ordinary Course); or

(3)The Associate being required to relocate to a principal place of employment more than thirty-five (35) miles from the CarMax Parent’s headquarters.

Notwithstanding anything herein to the contrary, for purposes of this Agreement, any determination of Good Reason in the Ordinary Course must satisfy the materiality requirement under Treasury Regulation § 1.409A-1(n)(2)(i), any successor thereto and other applicable guidance.

(b)At any time during the term of this Agreement, the Associate may terminate the Associate’s employment for Good Reason in the Ordinary Course upon notice to CarMax. Such notice shall state the intended date of termination and shall be given to CarMax at least forty-five (45) days prior to such date and shall set forth in detail the facts and circumstances claimed to provide grounds for such termination. CarMax shall have the right to cure the facts and circumstances giving rise to such grounds for termination for Good Reason in the Ordinary Course. If CarMax does not so cure within the forty-five (45) day notice period, then the Associate’s employment shall terminate on the date of termination stated in the notice.

(c)Notwithstanding Article 7.2, in the event of the Associate’s voluntary termination of employment for Good Reason in the Ordinary Course, the Associate shall be eligible to receive an amount equal to the product of two (2) times the sum of (x) Associate’s Base Salary and (y) the target annual bonus amount, less applicable federal, state, and local withholdings, to be paid in equal installments of fifty-two (52) biweekly payments less applicable federal, state, and local withholdings; provided however that CarMax’s obligation to provide the fifty-two (52) biweekly payments is subject to the Associate’s compliance with (i) Articles 8, 9, 10 and 11 of this Agreement and (ii) delivery to CarMax of an executed Agreement and General Release within twenty-one (21) days of presentation thereof by CarMax to the Associate. Any amounts due following a termination of employment under this Agreement shall not be due until after the expiration of any revocation period applicable to the Agreement and General Release without the Associate having revoked such Agreement and General Release. CarMax thereafter shall have no further obligations under this Agreement.

(d)Notwithstanding Article 7.2, in the event of the Associate’s voluntary termination of employment for Good Reason in the Ordinary Course, the Associate’s participation in the Company’s health, dental, and vision plans will end in accordance with the terms of the plans. The Associate may elect to continue coverage under the health, dental and/or vision plans for the Associate and the Associate’s dependents in accordance with the terms and procedures of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If the Associate elects COBRA coverage, the Associate shall be responsible for remitting the COBRA premium to the Company (or to a COBRA administrator designated by the Company) in accordance with the terms of the Company’s health, dental and vision plans and applicable COBRA requirements. If the Associate elects COBRA coverage, the Company shall subsidize a portion of the cost of such coverage until the earlier of: (i) maximum period of eighteen (18) months or (ii) when the Associate first becomes eligible for health, dental and vision plan coverage with a subsequent employer. The amount of the Company’s subsidy shall be equal to the sum of (1) the amount the Company would have otherwise paid for such coverage if the Associate had remained an active employee of the Company, and (2) the COBRA administration fee. If the Associate does not elect COBRA coverage, the Company shall have no obligation to the Associate with respect to health, dental and vision benefits following the date of termination.

7.5Voluntary Termination by CarMax For Cause. Nothing in this Agreement shall be construed to prevent CarMax from terminating the Associate’s employment under this Agreement, without notice or liability, for Cause. For purposes of this Agreement, “Cause” means that CarMax has any reason to believe any of the following:

(a)the Associate has committed fraud, misappropriation of funds or property, embezzlement or other similar acts of dishonesty;

(b)the Associate has been convicted of a felony or other crime involving moral turpitude (or pled nolo contendere thereto);

(c)the Associate has used, possessed or distributed any illegal drug;

(d)the Associate has committed any misconduct that could reasonably be expected to subject CarMax to criminal or civil liability;

(e)the Associate has breached the Associate’s duty of loyalty to CarMax, including, without limitation, the misappropriation of any of CarMax’s corporate opportunities;

(f)the Associate has committed a serious violation or violations of any written CarMax policy or procedure;

(g)the Associate has committed a material violation of any term of this Agreement;

(h)the Associate refuses to follow lawful instructions of the Board that are materially consistent with his role;

(i)the Associate has committed any material misrepresentation in the employment application process;

(j)the Associate has committed willful and deliberate actions, including neglect or failure to perform the job, which are contrary to the best interest of CarMax; or

(k)the Associate has continually failed to perform substantially the Associate’s duties with CarMax (other than as a result of disability or incapacity of Associate).

If the Associate’s employment is terminated for Cause during the term of this Agreement, this Agreement will terminate without further obligation of CarMax to the Associate other than the payment to the Associate of the Associate’s Base Salary through the date of termination for Cause. The Associate shall immediately thereafter forfeit all rights and benefits the Associate would otherwise have been entitled to receive under this Agreement to the maximum extent permitted by law.

7.6Good Reason Termination during Change in Control Employment Period.

(a)For purposes of this Article 7.6, the defined terms set forth below shall have the following meanings:

(i)“Change in Control” means, as related to CarMax, Inc. (the “CarMax Parent”), the occurrence of either of the following events: (i) a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, becomes, or obtains the right to become, the beneficial owner of CarMax Parent securities having twenty percent (20%) or more of the combined voting power of the then outstanding securities of the CarMax Parent that may be cast for the election of directors to the board of directors of the CarMax Parent (other than as a result of an issuance of securities initiated by the CarMax Parent in the ordinary course of business); or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, the persons who were directors of the CarMax Parent before such transactions shall cease to constitute a majority of the board or of the board of directors of any successor to the CarMax Parent.

(ii)“Asset Sale” shall mean a sale of all or substantially all of the assets of the CarMax Parent in a single transaction or a series of related transactions.

(iii)“Change in Control Date” shall mean the date on which a Change in Control or Asset Sale occurs.

(iv)“Change in Control Employment Period” shall mean the period beginning on the Change in Control Date and ending on the second (2nd) anniversary of such date provided an Associate is employed by CarMax on such Change in Control Date.

(v)“Good Reason During Change in Control Employment Period” shall mean, without the Associate’s express written consent, the occurrence of any one or more of the following:

(1)A material reduction in the Associate’s Base Salary or target annual bonus;

(2)A material reduction in the Associate’s title, duties or authority, (except in connection with the termination of the Associate’s employment (x) for Cause, (y) as a result of the Associate’s death, disability or retirement or (z) by the Associate other than for Good Reason);

(3)The Associate being required to relocate to a principal place of employment more than thirty-five (35) miles from the CarMax Parent’s headquarters; or

(4)The failure of the CarMax Parent to obtain an agreement from any successor to all or substantially all of the assets or business of the CarMax Parent to assume and agree to perform this Agreement within fifteen (15) days after a merger, consolidation, sale or similar transaction.

Notwithstanding anything herein to the contrary, for purposes of this Agreement, any determination of Good Reason During Change in Control Employment Period must satisfy the materiality requirement under Treasury Regulation § 1.409A-1(n)(2)(i), any successor thereto and other applicable guidance.

(b)At any time during the Change in Control Employment Period, the Associate may terminate the Associate’s employment for Good Reason During Change in Control Employment Period upon notice to CarMax. Such notice shall state the intended date of termination and shall be given to CarMax at least forty-five (45) days prior to such date and shall set forth in detail the facts and circumstances claimed to provide grounds for such termination. CarMax shall have the right to cure the facts and circumstances giving rise to such grounds for termination for Good Reason During Change in Control Employment Period. If CarMax does not so cure within the forty-five (45) day notice period, then the Associate’s employment shall terminate on the date of termination stated in the notice.

(c)Notwithstanding Article 7.2, in the event of the Associate’s voluntary termination of employment for Good Reason During Change in Control Employment Period, the Associate shall be eligible to receive an amount equal to the product of two (2) times the sum of (x) Associate’s Base Salary and (y) the target annual bonus amount, less applicable federal, state, and local withholdings, to be paid in equal installments of fifty-two (52) biweekly payments less applicable federal, state, and local withholdings; provided however that CarMax’s obligation to provide the fifty-two (52) biweekly payments is subject to the Associate’s compliance with (i) Articles 8, 9, 10 and 11 of this Agreement and (ii) delivery to CarMax of an executed Agreement and General Release within twenty-one (21) days of presentation thereof by CarMax to the Associate. Any amounts due following a termination of employment under this Agreement shall not be due until after the expiration of any revocation period applicable to the Agreement and General Release without the Associate having revoked such Agreement and General Release. CarMax thereafter shall have no further obligations under this Agreement.

(d)Notwithstanding Article 7.2, in the event of the Associate’s voluntary termination of employment for Good Reason During Change in Control Employment Period, the Associate’s participation in the Company’s health, dental, and vision plans will end in accordance with the terms of the plans. The Associate may elect to continue coverage under the health, dental and/or vision plans for the Associate and the Associate’s dependents in accordance with the terms and procedures of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). If the Associate elects COBRA coverage, the Associate shall be responsible for remitting the COBRA premium to the Company (or to a COBRA administrator designated by the Company) in accordance with the terms of the Company’s health, dental and vision plans and applicable COBRA requirements. If the Associate elects COBRA coverage, the Company shall subsidize a portion of the cost of such coverage until the earlier of: (i) maximum period of eighteen (18) months or (ii) when the Associate first becomes eligible for health, dental and vision plan coverage with a subsequent employer. The amount of the Company’s subsidy shall be equal to the sum of (1) the amount the Company would have otherwise paid for such coverage if the Associate had remained an active employee of the Company, and (2) the COBRA administration fee. If the Associate does not elect COBRA coverage, the Company shall have no obligation to the Associate with respect to health, dental and vision benefits following the date of termination.

Article 8.Covenant Not to Compete.

The terms and provisions contained in this Article 8 comprise a covenant not to compete (the “Covenant Not to Compete”). The Associate acknowledges and agrees as follows:

8.1CarMax operates a unique business concept regarding the sale and servicing of new and used vehicles in a highly competitive industry.

8.2CarMax’s competitors have attempted to duplicate CarMax’s business concept in various markets throughout the United States, including markets where CarMax does not currently have a business location, and may continue to do so.

8.3In connection with the Associate’s employment with CarMax, the Associate will receive access to, and training regarding, CarMax’s business concept and will, accordingly, acquire commercially valuable knowledge of and insight into CarMax’s operations and CarMax’s proprietary and confidential information, any of which if made available to any Competitor (as defined below) could place CarMax at a competitive disadvantage.

8.4In order to protect CarMax’s legitimate business interests from Competitors (as defined below) and to protect CarMax’s critical interest in its proprietary and confidential information, the Associate covenants and agrees as follows:

During the Associate’s employment with CarMax and for a period of twenty-four (24) months following the last day of the Associate’s employment (the “Restricted Period”), the Associate will not, directly or Indirectly (as defined below), compete with CarMax by acting “in a competitive capacity” (as defined below), for, or on behalf of, any person or entity operating or developing, during the Restricted Period, a business that provides or intends to provide activities, products or services that are the same or substantially similar to, and competitive with, the business of CarMax as of Associate’s last day of employment with CarMax (each, a “Competitor”) within any Metropolitan Statistical Area (as defined by the United States Office of Management and Budget) in which CarMax has a retail store site as of Associate’s last day of employment. Such Competitors include, but are not limited to: ACV Auctions, Inc.; Asbury Automotive Group, Inc.; America’s Car-Mart Inc.; Auction Direct USA; AutoNation, Inc.; Avis Budget Group, Inc.; Blinker, Inc.; Byrider; CarGroup Holdings, LLC, d/b/a WeBuyAnyCar.com; CarGurus, Inc.; Cars.com, Inc.; Carvana, LLC; Carvana Group, LLC; Copart, Inc.; Cox Automotive, Inc.; Dealer Dot Com, Inc.; DriveTime Car Sales Company, LLC; DriveTime Automotive Group, Inc.; Enterprise Holdings, Inc.; GiveMeTheVIN LLC; Group 1 Automotive, Inc.; Hendrick Automotive Group; Hertz Global Holdings, Inc.; Lithia Motors, Inc.; New Century Auto Sales, Inc., d/b/a RightWay Auto Sales; OPENLANE, Inc. (formerly known as KAR Auction Services, Inc.); Peddle, LLC; Penske Automotive Group, Inc.; RB Global, Inc.; Sonic Automotive, Inc.; Tesla, Inc.; TrueCar, Inc.; and/or Waymo LLC. Competitors specifically include any activities, products, or services related to automobile marketing, sales, reconditioning, repairs, and financing affiliated with, owned, operated, or controlled by the following businesses: Amazon.com, Inc.; Ally Financial Inc.; Berkshire Hathaway Inc.; Carrefour SA; and/or Gulliver International Co. Ltd. For purposes of Articles 8 and 9 of this Agreement, the term “Indirectly” means that Associate will not assist others in performing those activities that Associate is prohibited from engaging in directly pursuant to the terms of this Agreement.

8.5A business, including any Competitor, or any of its respective subsidiaries or affiliates, will not be considered to be in competition with CarMax for purposes of Article 8 if the business, or operating unit of the business, or its respective subsidiaries or affiliates, by which the Associate will be or is employed (i) does not have within the twenty-four (24) months preceding the Associate’s termination of employment with CarMax, annual gross revenues (calculated on a rolling 12-month basis) of at least $5,000,000 derived from the sale and servicing of new or used vehicles; or (ii) is not projected (by the business or operating unit of the business) to have within the twenty-four (24) months following the Associate’s termination of employment with CarMax, annual gross revenues (regardless of how calculated) of at least $5,000,000 derived from the sale and servicing of new or used vehicles.

8.6Acting “in a competitive capacity” shall mean providing to a Competitor, directly or Indirectly, the same or substantially similar services that the Associate provided to CarMax at any time during Associate’s last twenty-four (24) months of employment.

8.7Nothing herein shall prevent or restrict the Associate from working for any person in any role or in any capacity that is not in competition with CarMax.

8.8Notwithstanding the foregoing, nothing herein shall be deemed to prevent or limit the right of the Associate to invest in the capital stock or other securities of any corporation whose stock or securities are regularly traded on any public exchange.

8.9The Associate and CarMax have examined in detail the Covenant Not to Compete contained in this Article 8 and each agrees that the restraint imposed upon the Associate is reasonable in light of the legitimate business interests of CarMax and is not unduly harsh or burdensome with respect to the Associate’s ability to earn a livelihood. If any provision of the Covenant Not to Compete relating to the time period, geographic area or scope of restricted activities shall be declared by a court of competent jurisdiction to exceed the maximum time period, geographic area or scope of activities, as applicable, that such court deems reasonable and enforceable, then such time period, geographic area or scope of activities shall be deemed to be, and thereafter shall become, the maximum time period, scope of activities or largest geographic area that such court deems reasonable and enforceable and this Agreement shall automatically be considered to have been amended and revised to reflect such determination.

8.10The Associate and CarMax acknowledge that the Associate’s services are of a special, extraordinary, and intellectual character that gives the Associate unique value, and that CarMax’s business is highly competitive, and that violation of the Covenant Not to Compete provided herein would cause immediate, immeasurable, and irreparable harm, loss, and damage to CarMax not adequately compensable by a monetary award. In the event of any breach or threatened breach by the Associate of the Covenant Not to Compete, CarMax shall be entitled to such equitable and injunctive relief as may be available to restrain the Associate from violating the provisions hereof. Nothing herein shall be construed as prohibiting CarMax from pursuing any other remedies available at law or in equity for such breach or threatened breach, including the recovery of damages and the immediate termination of the employment of the Associate hereunder for Cause.

Article 9.Non-Solicitation of Employees.

The Associate agrees that during the Associate’s employment with CarMax and for a period of twenty-four (24) months following the last day of the Associate’s employment, the Associate shall not, directly or Indirectly, solicit or induce, or attempt to solicit or induce, any employee of CarMax with whom the Associate had material business-related contact on behalf of CarMax, to leave employment with CarMax for any reason whatsoever (the “Covenant Not to Solicit”). For purposes of this Article 9, employee shall mean any individual employed by CarMax. Notwithstanding the foregoing, this Article 9 shall not preclude Associate from soliciting or hiring any person who: (i) responds to a general solicitation to the public of general advertising or similar methods of solicitation not specifically directed at employees of CarMax and who is no longer providing (and is otherwise under no contractual obligation to provide) services to CarMax or (ii) was Associate’s executive assistant or secretary as of the end of Associate’s employment.

Article 10.Confidentiality.

The terms and provisions contained in this Article 10 comprise a covenant of confidentiality (the “Covenant of Confidentiality”).

The Associate understands and agrees that any and all Protected Information is the property of CarMax and is essential to the protection of CarMax’s goodwill and to the maintenance of CarMax’s competitive position and accordingly should be kept secret. For purposes of this Agreement, “Protected Information” means trade secrets, confidential and proprietary business information of or about CarMax, and any other information of CarMax, including technical data, processes, know-how, financial data, analyses, forecasts, plans, operations information and data, customer lists (including potential customers) and information, marketing plans, materials and information, product and service information, accounts and billings information, sales transaction data, sales documents and information, discoveries, ideas, concepts, designs, drawings, specifications, techniques, models, information systems data and materials, computer software or hardware, data analyses and compilations, source code, object code, documentation, diagrams, flow charts, research, procedures, methods, systems, programs, price lists, pricing policies, supplier and distributor information, sources of supply, internal memoranda, promotional plans, internal policies, purchasing information, operating methods and procedures, training materials, and any products and services which may be developed from time to time by CarMax and its agents or employees, including the Associate; provided, however, that information that is in the public domain (other than as a result of a breach of this Agreement), approved for release by CarMax, lawfully obtained from third parties who are not bound by a confidentiality agreement with CarMax or is obtainable by a reasonably diligent businessperson from trade publications or other readily available and public sources of information, is not Protected Information.

CarMax has advised the Associate and the Associate acknowledges that it is the policy of CarMax to maintain as secret and confidential all Protected Information, and that Protected Information has been and will be developed at substantial cost to and effort by CarMax. The Associate agrees to hold in strict confidence and safeguard any and all Protected Information accessed or accessible by the Associate during the Associate’s employment. The Associate shall not, without the prior written consent of CarMax, at any time, directly or indirectly, divulge, furnish, use, disclose or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the Associate’s employment with CarMax), any Protected Information, or cause any such Protected Information to enter the public domain.

Nothing contained in this Article 10 is intended to reduce in any way the protection available to CarMax pursuant to the Uniform Trade Secrets Act as adopted in Virginia or any other state or other applicable laws that prohibit the misuse or disclosure of confidential or proprietary information. Unless lengthened by the application of the Virginia Uniform Trade Secrets Act or other applicable law, the restrictions in Article 10 shall remain in effect during Associate’s employment and for five (5) years thereafter.

Article 11.Return of CarMax Property.

Upon the termination (for any reason) of the Associate’s employment with CarMax, the Associate shall deliver promptly to CarMax all CarMax property including, without limitation, any automobiles, equipment, credit cards, keys, building access cards, identification, cellular phones, computers, software, CD ROMs, customer lists, and all Protected Information as defined in Article 10 of this Agreement.

The Associate further agrees not to take or extract any portion of any such information and/or materials in written, computer, electronic or any other reproducible form.

Article 12.Monies Owed.

To the extent that the Associate owes CarMax any monies at the time of termination of employment, the Associate authorizes and agrees to have CarMax withhold such amounts owed from the Associate’s final paycheck, to the maximum extent permitted by applicable law.

Article 13.Work Product.

(a)All work product prepared by the Associate in connection with performing job duties for CarMax shall be the sole property of CarMax. CarMax shall have full and exclusive rights to use, reproduce, publish, or otherwise profit from such work product, as CarMax deems appropriate. The Associate agrees to assist CarMax, or any agent designated by CarMax, at any time and at no cost to the Associate, in obtaining any patents, copyrights, trademarks or other forms of legal protection for any such work product.

(b)To the extent that any work product is deemed in any way to fall within the definition of “work made for hire,” as such term is defined in 17 U.S.C. § 101, such work product shall be considered “work made for hire,” the copyright of which shall be owned solely, completely and exclusively by CarMax.

(c)For the purpose of this Agreement, the term “work product” includes, but is not limited to, reports, manuals, inventions, improvements, designs, formulae, processes, techniques, methods, computer software, proposals, technical solutions, patents, training materials, other works of authorship, innovations, and enhancements created by the Associate or the Associate’s staff.

Article 14.Dispute Resolution.

Except for actions initiated by CarMax to enjoin a breach by the Associate, and/or recover damages from the Associate, related to the Covenant Not to Compete (Article 8), the Covenant Not to Solicit (Article 9) or the Covenant of Confidentiality (Article 10) (collectively, the “Restrictive Covenants”), or Forfeiture and Recoupment (Article 3.2), which action(s) CarMax may bring in an appropriate court of law or equity, any disagreement between the Associate and CarMax concerning anything covered by this Agreement or concerning other terms or conditions of the Associate’s employment or the termination of the Associate’s employment will be settled by final and binding arbitration pursuant to CarMax’s Dispute Resolution Rules and Procedures in effect at the time the disagreement or dispute arises or at the time of termination in the event the Associate’s employment terminated. The decision of the arbitrator will be final and binding on both the Associate and CarMax and may be enforced in a court of appropriate jurisdiction.

Article 15.General Provisions.

15.1Notices. If CarMax needs to send any notices to the Associate in connection with this Agreement, it will send such notice to the Associate’s address of record, as shown in

CarMax’s most recent payroll records. The Associate shall send any similar notices to CarMax at:

CarMax, Inc.
Attention: Corporate Secretary
12800 Tuckahoe Creek Parkway
Richmond, VA 23238

15.2Amendments and Entire Agreement. This Agreement may not be amended except by a writing executed by CarMax and the Associate. This Agreement constitutes the entire agreement of CarMax and the Associate relating to the subject matter hereof and supersedes all prior oral and written understandings and agreements relating to such subject matter, including the Prior Agreement. The terms and conditions of the Associate’s employment shall, to the extent not addressed or described in this Agreement, be governed by CarMax’s then-current policies and procedures and existing practices.

15.3Successors and Assigns. The Associate hereby consents to CarMax’s assignment of this Agreement to any affiliate, subsidiary or parent of CarMax at any time. Any other assignment by either party of the rights and obligations of such party hereunder shall not be made without the prior written consent of such other party.

15.4Severability. All provisions of this Agreement shall be applicable only to the extent that they do not violate any applicable law, and are intended to be limited to the extent necessary so that they will not render this Agreement invalid, illegal or unenforceable under any applicable law. If any provision of this Agreement or any application thereof shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby. The Restrictive Covenants shall be severable, and if any of them is held invalid because of its duration, scope of area or activity, or any other reason, the parties agree that such covenant shall be adjusted or modified by the court to the extent necessary to cure that invalidity, and the modified covenant shall thereafter be enforceable as if originally made in this Agreement.

15.5Attorney’s Fees. In any action arising under this Agreement, CarMax, so long as it prevails, shall be entitled to recover its reasonable attorney’s fees and costs.

15.6Waiver of Rights. No waiver by CarMax or the Associate of a right or remedy hereunder shall be deemed to be a waiver of any other right or remedy or of any subsequent right or remedy of the same kind.

15.7Restrictive Covenants of the Essence. The Restrictive Covenants in Articles 8, 9 and 10 of the Agreement are of the essence of this Agreement. In the event that the Associate has a claim or cause of action against CarMax (whether related to this Agreement or not), such claim or cause of action, including but not limited to a breach of this Agreement by CarMax, shall not prevent or otherwise constitute a defense to CarMax’s enforcement of the Restrictive Covenants and shall not excuse the Associate’s performance of the Restrictive Covenants. CarMax shall at all times maintain the right to seek enforcement of the Restrictive Covenants whether or not CarMax has previously refrained from seeking enforcement of any such Restrictive Covenant as to the Associate or any other peer Associate who has signed an agreement with similar covenants.

15.8Tax Considerations. All amounts payable under this Agreement are intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (“Section 409A”). To the extent that any amounts payable in accordance with this Agreement are subject to Section 409A, this Agreement shall be interpreted and administered in such a way as to comply with Section 409A to the maximum extent possible. Each installment payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying Section 409A. If payment of any amount subject to Section 409A is triggered by a separation from service that occurs while the Associate is a “specified employee” (as defined by Section 409A), and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days following the Associate’s death. “Last day of employment,” “termination” or words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Section 409A, the Associate’s “separation from service” as defined by Section 409A. If any payment subject to Section 409A is contingent on the delivery of a release and waiver of claims by the Associate and could occur in either of two calendar years, the payment will occur in the second calendar year. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to the Associate. The Associate shall be solely responsible for the tax consequences with respect to all amounts payable under this Agreement, and in no event shall CarMax have any responsibility or liability if this Agreement does not meet any applicable requirements of Section 409A.

15.9Limitation on Payments. In the event that the Associate receives any payments or distributions, whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“Payment”) that constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”) and, but for this Section 15.9, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then such Payment shall either be (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Associate on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code. The determinations to be made with respect to this Section 15.9. shall be made by a certified public accounting firm designated by CarMax and reasonably acceptable to the Associate. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon CarMax and the Associate. Any reduction in payments and/or benefits pursuant to this Section will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to the Associate.

15.10Definitions: Headings and Numbers; Construction. A term defined in any part of this Agreement shall have the defined meaning wherever such term is used herein. The headings contained in this Agreement are for reference purposes only and shall not affect in any manner the meaning or interpretation of this Agreement. Where appropriate to the context of this Agreement, use of the singular shall be deemed also to refer to the plural, and use of the plural to the singular. This Agreement shall be construed and enforced without any presumption or construction against the party drafting the Agreement.

15.11Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original but both of which taken together shall constitute but one and the same instrument.

15.12Governing Laws and Forum. This Agreement shall be governed by, construed and enforced in accordance with the laws of the Commonwealth of Virginia without regard to conflicts of laws principles thereof. In the event of any litigation between CarMax and Associate related to the enforcement or enforceability of the Restrictive Covenants, the parties agree that the Circuit Court for the County of Henrico, Virginia, shall have mandatory and exclusive jurisdiction and venue of any such action.

15.13Grants or Options. This Agreement does not affect the terms and conditions controlling, or status of, any stock options or grants of restricted stock which previously have been or later may be awarded to the Associate, except as provided in Article 3.2. Any vested stock options or grants of restricted stock are governed by the terms of the letters by which they were made, subject to Article 3.2, which are incorporated herein by reference as if set forth in full in this Agreement.

15.14No Encumbrances. In entering into this Agreement, the Associate certifies that the Associate possesses the legal capacity to do so, and that the Associate’s employment with CarMax is not in violation of any other valid agreement. The Associate agrees to hold CarMax harmless from any debts, judgments, or liens that the Associate acquired prior to entering into this Agreement. If the Associate is currently involved in, or becomes involved in, a lawsuit or any other legal proceeding unrelated to CarMax or any of its affiliates, subsidiaries, or related entities (collectively, the “CarMax Entities”), the Associate warrants that such CarMax Entities shall have no liability with respect to such lawsuit or legal proceeding and agrees to fully indemnify the CarMax Entities for any and all fees, costs and other expenses with respect to any such action.

15.15Opportunity to Review. The Associate acknowledges that the Associate has read this Agreement and has had an adequate opportunity to review it and to obtain any legal or financial advice that the Associate deems appropriate. The Associate acknowledges that the Associate has signed this Agreement freely and voluntarily.

15.16Company Offices and Directorships. Upon the termination of the Associate’s employment, however such termination is effected, the Associate shall be deemed to have resigned from all offices and directorships the Associate may have held with the Company and all subsidiaries and affiliates, effective as of the date of the termination.

Article 16.Protected Rights.

Notwithstanding any other terms and conditions of this Agreement:

The Associate understands that nothing contained in this Agreement limits the Associate’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). The Associate further understands that this Agreement does not limit the Associate’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to CarMax. This Agreement does not limit the Associate’s right to receive an award for information provided to any Government Agencies.

IN WITNESS WHEREOF, CarMax and the Associate have executed this Agreement.

    

Keith Barr

By:        

Name: Diane L. Cafritz

Title: Executive Vice President, Chief Innovation and People Officer This Agreement and General Release (the “Agreement and General Release”), dated as of _______________________, 20 , is made by and between CarMax, Inc., for itself and its affiliates, subsidiaries, divisions, successors and assigns in such capacity, and the current, future and former employees, officers, directors, trustees and agents thereof (collectively referred to throughout this Agreement as the “Company”) and (“Associate”), for him/herself and his/her heirs, executors, administrators, successors and assigns (together with Associate, collectively referred to throughout this Agreement and General Release as “Employee”) agree:

1.    Last Day of Employment. The Associate’s last day of employment with the Company is ________________, 20 . In addition, effective as of                 , 20 , the Associate resigns from the Associate’s position as          of the Company, and will not be eligible for any benefits or compensation after             , 20 , other than as specifically provided in Article 7, as applicable, of the Amended and Restated Severance Agreement between the Company and the Associate dated as of      , 20 (“Severance Agreement”) and the Associate’s continued right, if any, to indemnification and directors and officers liability insurance. In addition, effective as of      , 20 , the Associate resigns from all offices, directorships, trusteeships, committee memberships and fiduciary capacities held with, or on behalf of, the Company or any benefit plans of the Company. These resignations will become irrevocable as set forth in Section 3 below.

2.    Consideration. The parties acknowledge that this Agreement and General Release is being executed in accordance with Article 7 of the Severance Agreement, and that this Agreement and General Release is a condition to the receipt by Employee of all payments and benefits thereunder.

3.    Revocation. The Associate may revoke this Agreement and General Release for a period of seven (7) calendar days following the day the Associate executes this Agreement and General Release. Any revocation within this period must be submitted, in writing, to the Company and state, “I hereby revoke my acceptance of our Agreement and General Release.” The revocation must be personally delivered or mailed to the Company’s      at the Company’s corporate office, or his/her designee, and, if mailed, postmarked within seven (7) calendar days of execution of this Agreement and General Release. This Agreement and General Release shall not become effective or enforceable until the revocation period has expired. If the last day of the revocation period is a Saturday, Sunday, or legal holiday in Virginia, then the revocation period shall not expire until the next following day that is not a Saturday, Sunday, or legal holiday.

4. General Release of Claims. Employee knowingly and voluntarily releases and forever discharges the Company from any and all claims, rights, causes of action, demands, damages, fees, costs, expenses, including attorneys’ fees, and liabilities of any kind whatsoever, whether known or unknown, against the Company, that Employee has, has ever had or may have as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of:

•The Age Discrimination in Employment Act of 1967, as amended;

•The Older Workers Benefit Protection Act of 1990;

•Title VII of the Civil Rights Act of 1964, as amended;

•The Civil Rights Act of 1991;

•Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

•The Employee Retirement Income Security Act of 1974, as amended;

•The Immigration Reform and Control Act, as amended;

•The Americans with Disabilities Act of 1990, as amended;

•The Worker Adjustment and Retraining Notification Act, as amended;

•The Occupational Safety and Health Act, as amended;

•The Family and Medical Leave Act of 1993;

•All other federal, state or local civil or human rights laws, whistleblower laws, or any other local, state or federal law, regulations and ordinances;

•All public policy, contract, tort, or common laws; and

•All allegations for costs, fees, and other expenses including attorneys’ fees incurred in these matters.

Notwithstanding anything herein to the contrary, the sole matters to which the Agreement and General Release do not apply are: (i) Employee’s rights, if any, of indemnification and directors and officers liability insurance coverage to which the Associate was entitled immediately prior to ___________________, 20__ with regard to the Associate’s service as an officer and director of the Company; (ii) Employee’s rights under any tax-qualified pension plan or claims for accrued vested benefits under any other employee benefit plan, policy or arrangement maintained by the Company or under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; (iii) Employee’s rights under Article 7.3 or 7.5 of the Severance Agreement, as the case may be; (iv) Employee’s rights as a stockholder of the Company; (v) Employee’s right to file charges or complaints with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”), although Employee waives the Associate’s right to recover any damages or other relief in any claim or suit brought by or through the Government Agencies on behalf of Employee under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or any other federal or state discrimination law, except where such waivers are prohibited by law, provided, however, this Agreement and General Release does not limit Employee’s right to receive an award for information provided to any Government Agencies; (vi) Employee’s rights to file charges with the Equal Employment Opportunity Commission, or any government agency concerning claims of discrimination, although Employee waives the Associate’s right to recover any damages or other relief in any claim or suit brought by or through the Equal Employment Opportunity Commission or any other federal, state or local agency on behalf of Employee under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964 as amended, the Americans with Disabilities Act, or any other federal or state discrimination law, except where such waivers are prohibited by law; and (vii) Employee’s rights that cannot be released by private agreement under applicable law.

5.    Affirmations. Employee affirms that the Associate has been paid or has received all compensation, wages, bonuses, commissions, and/or benefits to which the Associate may be entitled and no other compensation, wages, bonuses, commissions and benefits are due to the Associate, except as provided in Article 7.3 or 7.5 of the Severance Agreement, as applicable. The Employee also affirms the Associate has no known workplace injuries.

6.    Return of Property. Employee represents that the Associate has returned to the Company all property belonging to the Company, including but not limited to any vehicle, laptop, cell phone, keys, access cards, phone cards and credit cards, and all Protected Information as defined in Article 10 of the Severance Agreement.

7.    Cooperation. Employee agrees to reasonably cooperate with the Company to provide truthful and accurate information in connection with any administrative proceeding, arbitration, or litigation relating to any matter that occurred during the Associate’s employment with the Company in which the Associate was involved or of which the Associate has knowledge. Employee further understands that this Agreement and General Release does not limit Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company.

8.    Governing Law and Interpretation. This Agreement and General Release shall be governed and construed in accordance with the laws of the Commonwealth of Virginia, without reference to Virginia’s choice of law statutes or decisions. In the event Employee or the Company breaches any provision of this Agreement and General Release, Employee and the Company acknowledge that either may institute an action to specifically enforce any term or terms of this Agreement and General Release pursuant to the dispute resolution provisions of Article 14 of the Severance Agreement. Should any provision of this Agreement and General Release be declared illegal or unenforceable by any court of competent jurisdiction and should the provision be incapable of being modified to be enforceable, such provision shall immediately become null and void, leaving the remainder of this Agreement and General Release in full force and effect. Nothing herein, however, shall operate to void or nullify any enforceable general release language contained in this Agreement and General Release.

9. No Admission of Wrongdoing. Employee agrees neither this Agreement and General Release nor the furnishing of the consideration for this Agreement and General Release shall be deemed or construed at any time for any purpose as an admission by the Company of any liability or unlawful conduct of any kind.

10.    Amendment. This Agreement and General Release may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement and General Release.

11.    Entire Agreement. This Agreement and General Release sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties; provided, however, that notwithstanding anything in this Agreement and General Release, the provisions in the Severance Agreement that are intended to survive termination of the Severance Agreement, including but not limited to those contained in Articles 3.2, 8, 9, 10, 11 and 14 shall survive and continue in full force and effect. Employee acknowledges the Associate has not relied on any representations, promises, or agreements of any kind made to the Associate in connection with the Associate’s decision to accept this Agreement and General Release.

EMPLOYEE HAS BEEN ADVISED THAT ASSOCIATE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO REVIEW AND CONSIDER THIS AGREEMENT AND GENERAL RELEASE AND HAS BEEN ADVISED IN WRITING TO CONSULT WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT AND GENERAL RELEASE. EMPLOYEE AGREES ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.

HAVING ELECTED TO EXECUTE THIS AGREEMENT AND GENERAL RELEASE, TO FULFILL THE PROMISES SET FORTH HEREIN, AND TO RECEIVE THE SUMS AND BENEFITS SET FORTH IN THE SEVERANCE AGREEMENT, TO WHICH EMPLOYEE WOULD NOT OTHERWISE BE ENTITLED, EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT AND GENERAL RELEASE INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST THE COMPANY AS SET FORTH HEREIN.

IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Agreement and General Release as of the date first above written:

Name:    

Printed Name:    

Date:    

By:     

Name:    

Title:    

RICHMOND, Va., February 12, 2026 -- CarMax, Inc. (NYSE: KMX) (“CarMax” or the “Company”) today announced that Keith Barr has been appointed President and Chief Executive Officer, and a member of the Board of Directors (“the Board”), effective March 16, 2026. David McCreight, current Interim President and CEO of CarMax, will transition to his prior duties as an independent Director of the Board. Tom Folliard will remain in his role as Interim Executive Chair of the Board until the Company’s Annual Meeting in June 2026, after which he is expected to resume his prior duties as non-executive Chair of the Board.

Mr. Barr is a proven leader who has driven transformational growth and operational excellence across large-scale, consumer-centric businesses. Most recently, he served as Chief Executive Officer at InterContinental Hotels Group (NYSE: IHG), where he led one of the world's largest hospitality companies with 345,000 people working across more than 6,000 properties in over 100 countries. During his tenure, Mr. Barr reimagined IHG’s customer experience, modernized IHG's technology to support large-scale growth, and delivered substantial improvements in operational efficiency, customer satisfaction, and brand loyalty. Notably, Mr. Barr oversaw the development of an innovative digital reservation system that enhanced the booking experience and empowered guests to personalize their stays, setting a new standard for the industry. Under Mr. Barr’s leadership, IHG grew market share across geographies and created significant value for shareholders. Mr. Barr also currently serves on the Board of Directors at MGM Resorts.

“The Board and I are thrilled to welcome Keith to CarMax. His decades of leadership experience and proven ability to enhance the customer experience, lead digital transformations, build brand loyalty, and effectively integrate online and physical properties make Keith the right choice to lead CarMax through a critical juncture and drive the company’s next chapter of growth,” said Mr. Folliard. “Keith’s values-based approach to leadership will enhance CarMax’s award-winning people-first culture, and he has demonstrated a clear ability to drive profitable sales growth alongside an unwavering focus on the consumer.”

Mr. Folliard continued, “We are grateful to David for stepping into the role of Interim CEO over the past several months. As we conducted a thorough search for the right leader for CarMax’s next phase, David’s leadership was vital to strengthen the business in the near-term and solidify the foundation from which we will grow.”

“I am honored to join CarMax and lead this iconic organization alongside our talented associates,” said Mr. Barr. “A car is one of the most important purchases American families make, and today’s consumer is increasingly seeking value and a customized shopping experience. I believe the large and highly fragmented used vehicle market is only in the early innings of meeting the needs of the modern consumer. CarMax is uniquely positioned to capture this opportunity by delivering the best value and service across both in-person and online channels, leveraging its transparent pricing, extensive inventory, and flexibility to shop however customers prefer. I'm excited to lead this great company into its next chapter of growth, building on more than three decades of market leadership.”

Mr. Barr has more than 25 years of executive leadership experience in global hospitality, consumer marketing, and brand-led growth across highly competitive and fast-evolving markets. His leadership experience includes large-scale brand portfolio management, loyalty and digital transformation initiatives, operational improvement, and global expansion.

Mr. Barr served as Chief Executive Officer of InterContinental Hotels Group PLC (“IHG”), one of the world’s largest hotel companies, from 2017 to 2023. During his tenure as CEO, Mr. Barr led the expansion of IHG’s global portfolio of brands spanning luxury, premium, and essential segments, advanced IHG’s digital and loyalty value propositions, and oversaw significant growth in the company’s global footprint.

Prior to becoming CEO, Mr. Barr served as Chief Commercial Officer, where he held global responsibility for brands, sales, marketing, revenue management, loyalty functions and the consumer digital strategy. He joined IHG in 2000 and has held senior leadership positions in IHG’s Americas, Asia, Middle East and Africa (AMEA), and Greater China regions, including four years as CEO of IHG’s Greater China business.

Prior to joining IHG, Mr. Barr held several senior positions at Bristol Hotels and Resorts, which was acquired by IHG in 2000. 

CarMax, the nation’s largest retailer of used autos, revolutionized the automotive retail industry by driving integrity, honesty and transparency in every interaction. The company offers a truly personalized experience with the option for customers to do as much, or as little, online and in-store as they want. During the fiscal year that ended February 28, 2025, CarMax sold approximately 790,000 used vehicles and 540,000 wholesale vehicles at its auctions. In addition, CarMax Auto Finance originated more than $8 billion in auto loans during fiscal 2025, adding to its nearly $18 billion portfolio. CarMax has more than 250 store locations, over 28,000 associates, and is proud to have been recognized for 21 consecutive years as one of the Fortune 100 Best Companies to Work For®. CarMax is committed to helping its communities thrive and reducing the environmental footprint of its operations. Learn more in the 2025 Responsibility Report. For more information, visit www.carmax.com.

Investors:

David Lowenstein

investor_relations@carmax.com, (804) 747-0422 ext. 7865

Media:

pr@carmax.com, (855) 887-2915

We caution readers that the statements contained in this release that are not statements of historical fact, including statements about our future business plans, operations, challenges, opportunities or prospects, including without limitation any statements or factors regarding expected succession matters, operating capacity, sales, inventory, market share, financial and operational targets and goals, revenue, margins, expenses, liquidity, loan originations, capital expenditures, share repurchase plans, debt obligations or earnings, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of words such as “anticipate,” “believe,” “committed,” “could,” “enable,” “encouraged,” “estimate,” “expect,” “focused on,” “intend,” “may,” “on track,” “outlook,” “plan,” “positioned,” “predict,” “should,” “target,” “will” and other similar expressions, whether in the negative or affirmative. Such forward-looking statements are based upon management’s current knowledge, expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from anticipated results. Among the factors that could cause actual results and outcomes to differ materially from those contained in the forward-looking statements are the following:

•Changes in the competitive landscape and/or our failure to successfully adjust to such changes.

•Changes in general or regional U.S. economic conditions, including economic downturns, inflationary pressures, fluctuating interest rates, tariffs or the effect of trade policies, and the potential impact of international events.

•Changes in the availability or cost of capital and working capital financing, including changes related to the asset-backed securitization market.

•Events that damage our reputation or harm the perception of the quality of our brand.

•Significant changes in prices of new and used vehicles.

•A reduction in the availability of or access to sources of inventory or a failure to expeditiously liquidate inventory.

•Our inability to realize the benefits associated with our omni-channel platform or initiatives designed to leverage evolving technologies, including AI.

•Factors related to geographic and sales growth, including the inability to effectively manage our growth.

•Our inability to recruit, develop and retain associates and maintain positive associate relations.

•The loss of key associates from our store, regional or corporate management teams, the failure to effectively execute key executive succession plans or a significant increase in labor costs.

•Changes in economic conditions or other factors that result in greater credit losses for CAF’s portfolio of auto loans than anticipated.

•The failure or inability to realize the benefits associated with our strategic investments.

•Changes in consumer credit availability provided by our third-party finance providers.

•Changes in the availability of extended protection plan products from third-party providers.

•The performance of the third-party vendors we rely on for key components of our business.

•Adverse conditions affecting one or more automotive manufacturers.

•The inaccuracy of estimates and assumptions used in the preparation of our financial statements, or the effect of new accounting requirements or changes to U.S. generally accepted accounting principles.

•The failure or inability to adequately protect our intellectual property.

•The occurrence of severe weather events.

•The failure or inability to meet our environmental goals or satisfy related disclosure requirements.

•Factors related to the geographic concentration of our stores.

•Security breaches or other events that result in the misappropriation, loss or other unauthorized disclosure of confidential customer, associate or corporate information.

•The failure of or inability to sufficiently enhance key information systems.

•Factors related to the regulatory and legislative environment in which we operate.

•The effect of evolving regulations, disclosure requirements, standards and expectations relating to environmental, social and governance matters.

•The effect of various litigation matters.

•The volatility in the market price for our common stock.

For more details on factors that could affect expectations, see our Annual Report on Form 10-K for the fiscal year ended February 28, 2025, and our quarterly or current reports as filed with or furnished to the U.S. Securities and Exchange Commission. Our filings are publicly available on our investor information home page at investors.carmax.com. Requests for information may also be made to the Investor Relations Department by email to investor_relations@carmax.com or by calling (804) 747-0422 x7865. We undertake no obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.