CARMAX INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. __ )

Filed by the Registrantý Filed by a Party other than the Registranto

Check the appropriate box:

CarMax, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Fellow CarMax Shareholders:

I am pleased to invite you to attend the 2024 annual meeting of CarMax, Inc. shareholders, which will be held on Tuesday, June 25, 2024. The attached notice of annual shareholders meeting and proxy statement are your guides to the meeting.

This past year we celebrated CarMax’s 30th anniversary, and I am incredibly proud of what we have achieved and how far the company has come. Despite persistent challenges in the used car industry, we achieved significant progress during fiscal 2024 on our strategic initiatives, including online self-progression enhancements, a new online checkout and purchasing experience, and an expansion of our appraisal and acquisition services. And, we continued to take deliberate steps to support our business for both the near-term and long-term, by prioritizing initiatives that further achieve efficiencies and create better experiences for our associates and customers. These steps will ensure that when we come out of this cycle, we will be stronger than ever.

Shareholders will be able to attend and participate in the virtual meeting online, including voting shares and submitting questions. Instructions and information on how to participate in the meeting can be found on page 71 of the proxy statement.

We also are pleased to furnish proxy materials to shareholders primarily over the internet. On or about May 9, 2024, we mailed our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report and to vote online. Internet distribution of our proxy materials expedites receipt by shareholders, lowers the cost of the annual shareholders meeting, and conserves natural resources. However, if you would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

Whether or not you will be attending our virtual annual shareholders meeting, your vote is very important to us. I encourage you to cast your ballot by internet, by telephone, by mail (if you request a paper copy), or during the annual shareholders meeting.

Thank you for your continued trust in CarMax.

Sincerely,

Thomas J. Folliard

Chair of the Board of Directors

May 9, 2024

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

By order of the Board of Directors,

John M. Stuckey, III

Vice President, Deputy General Counsel

and Corporate Secretary

May 9, 2024