CARMAX INC

For the period ended Feb 28, 2026. Filed May 12, 2026.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Feb 28, 2026 · Filed May 12, 2026

KMX$51.48-2.1%Stored close · as of Nov 6, 2026

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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:

o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material under §240.14a-12

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):

ý	No fee required.

o	Fee paid previously with preliminary materials.

o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Fellow CarMax Shareholders:

I am pleased to invite you to attend the 2026 annual meeting of CarMax, Inc. shareholders, which will be held on Tuesday, June 23, 2026. The attached notice of annual shareholders meeting and proxy statement are your guides to the meeting.

CarMax has a beloved brand with national scale, an unmatched physical footprint and strong digital infrastructure, and an award-winning culture. Despite these advantages and after decades of industry leadership, based on recent results, it is clear CarMax needs change. In November 2025, we announced a change in leadership. Effective December 1, 2025, Bill Nash ceased to serve as CEO and as a member of the Board. David McCreight, a member of the Board, was named Interim President and CEO and served in this role through March 15, 2026. I was appointed Interim Executive Chair of the Board and will resume my prior duties as non-executive Chair of the Board following the annual meeting. Effective March 16, 2026, Keith Barr was appointed President and CEO to lead the company in its next chapter. Mr. Barr’s 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 him the right choice to lead CarMax through this critical juncture. With Mr. Barr’s leadership, we are focused on driving sales and capturing the tremendous opportunity ahead of us.

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 84 of the proxy statement.

We also are pleased to furnish proxy materials to shareholders primarily over the internet. On or about May 12, 2026, 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

Interim Executive Chair of the Board of Directors

May 12, 2026

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

When:	Tuesday, June 23, 2026, at 1:00 p.m., Eastern Time
Where:	This year’s meeting is a virtual annual shareholders meeting held at: www.virtualshareholdermeeting.com/KMX2026
Items of Business:	(1)	To elect the eleven directors named in the proxy statement to our Board of Directors.
	(2)	To ratify the appointment of KPMG LLP as our independent registered public accounting firm.
	(3)	To vote, on an advisory basis, to approve the compensation of our named executive officers.
	(4)	To approve the CarMax, Inc. 2002 Stock Incentive Plan, as amended and restated.
	(5)	To transact any other business that may properly come before the annual shareholders meeting or any postponements or adjournments thereof.
Who May Vote:	You may vote if you owned CarMax common stock at the close of business on April 17, 2026.

By order of the Board of Directors,

John M. Stuckey, III

Senior Vice President, General Counsel

and Corporate Secretary

May 12, 2026

PROXY SUMMARY	1
PROPOSAL ONE: ELECTION OF DIRECTORS	4
CORPORATE GOVERNANCE	12
Overview	12
Corporate Responsibility	13
Independence	14
Board Leadership Structure	14
Board Committees	15
Board and Committee Meetings	17
Selection of Directors	18
Key Board Responsibilities	19
Related Person Transactions	20
Shareholder Outreach and Engagement	21
Shareholder Communication with Directors	21
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	22
AUDIT COMMITTEE REPORT	23
AUDITOR FEES AND PRE-APPROVAL POLICY	24
PROPOSAL THREE: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION	25
COMPENSATION DISCUSSION AND ANALYSIS	26
Overview	26
Executive Summary	26
How We Make Compensation Decisions	30
What We Pay and Why: Elements of Compensation	33
Compensation Mix	33
Base Salary	34
Annual Incentive Bonus	35
Long-Term Equity Awards	37
Additional Elements of Compensation	40
Additional Information	41
COMPENSATION AND PERSONNEL COMMITTEE REPORT	45
COMPENSATION TABLES	46
Summary Compensation Table	46
All Other Compensation Table	48
Grants of Plan-Based Awards Table	50
Outstanding Equity Awards Table	52
Option Exercises and Stock Vested Table	55
Pension Benefits Table	55

Nonqualified Deferred Compensation Table	57
Potential Payments Upon Termination or Change-in-Control	59
CEO Pay Ratio	63
Pay Versus Performance	64
DIRECTOR COMPENSATION	69
PROPOSAL FOUR: APPROVAL OF AMENDED AND RESTATED CARMAX, INC. 2002 STOCK INCENTIVE PLAN	71
CARMAX SHARE OWNERSHIP	82
GENERAL INFORMATION	84
APPENDIX A: AMENDED AND RESTATED CARMAX, INC. 2002 STOCK INCENTIVE PLAN	89

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.