Sec Form 3 Filing - Stuckey John M III @ CARMAX INC - 2024-07-07

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stuckey John M III 2. Issuer Name and Ticker or Trading Symbol CARMAX INC [ KMX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, Gen Counsel & Secretary (Last) (First) (Middle) 12800 TUCKAHOE CREEK PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 07/07/2024 (Street) RICHMOND, VA23238 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 969 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to Buy) $ 63.04 ( 2 ) 05/01/2025 Common Stock 19,673 D Stock Options (Right to Buy) $ 78.61 ( 3 ) 05/01/2026 Common Stock 17,170 D Stock Options (Right to Buy) $ 71.07 ( 4 ) 05/01/2027 Common Stock 16,768 D Stock Options (Right to Buy) $ 136.94 ( 5 ) 05/03/2028 Common Stock 13,491 D Stock Options (Right to Buy) $ 91.14 ( 6 ) 05/02/2029 Common Stock 17,997 D Stock Options (Right to Buy) $ 70.48 ( 7 ) 05/01/2030 Common Stock 20,606 D Stock Options (Right to Buy) $ 67.21 ( 8 ) 05/01/2031 Common Stock 13,949 D Stock Options (Right to Buy) $ 71.21 ( 9 ) 07/01/2031 Common Stock 2,675 D Restricted Stock Units ( 11 ) ( 10 ) ( 11 ) Common Stock 1,579 D Restricted Stock Units ( 11 ) ( 12 ) ( 11 ) Common Stock 2,009 D Restricted Stock Units ( 11 ) ( 13 ) ( 11 ) Common Stock 4,255 D Restricted Stock Units ( 11 ) ( 14 ) ( 11 ) Common Stock 827 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stuckey John M III 12800 TUCKAHOE CREEK PARKWAY RICHMOND, VA23238 SVP, Gen Counsel & Secretary Signatures Christine Carter, attorney-in-fact 07/15/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares reported reflect .6775 fractional share rounded to the next full share. ( 2 )The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2019, May 1, 2020, May 1, 2021 and May 1, 2022 and are now fully exercisable. ( 3 )The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2020, May 1, 2021, May 1, 2022 and May 1, 2023 and are now fully exercisable. ( 4 )The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2021, May 1, 2022, May 1, 2023 and May 1, 2024 and are now fully exercisable. ( 5 )The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 3, 2022, May 3, 2023 and May 3, 2024 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on May 3, 2025. ( 6 )The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 2, 2023 and May 2, 2024 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 2, 2025 and May 2, 2026. ( 7 )The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on May 1, 2024 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2025, May 1, 2026 and May 1, 2027. ( 8 )The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2025, May 1, 2026, May 1, 2027 and May 1, 2028. ( 9 )The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of July 1, 2025, July 1, 2026, July 1, 2027 and July 1, 2028. ( 10 )The restricted stock units shall vest on May 2, 2025. ( 11 )Shares of Company common stock will be issued to the Reporting Person following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), in accordance with the terms of the Form of Notice of Market Stock Unit Grant filed as Exhibit 10.55 to the Company's Annual Report on Form 10-K filed on April 21, 2020. The minimum number of shares of Company common stock that will be issued to the Reporting Person at payment is zero, and the maximum number of shares of Company common stock that will be issued at payment is two times the number of MSUs. ( 12 )The restricted stock units shall vest on May 1, 2026. ( 13 )The restricted stock units shall vest on May 1, 2027. ( 14 )The restricted stock units shall vest on July 1, 2027.

Remarks: Exhibit 24.1 - Power of Attorney

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