CARMAX INC — Call Transcript 2026

Good afternoon, and thank you for joining us today. It's my pleasure to welcome you to CarMax's 2026 Annual Meeting of Shareholders. I'm Mac Stuckey, Senior Vice President, General Counsel, and Corporate Secretary. At the chair's request, I now officially call the meeting to order. Let me remind you, our statements today that are not statements of historical fact, including but not limited to statements about future business plans, prospects, and financial performance, are forward-looking statements we make pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on our current knowledge, expectations, and assumptions and are subject to substantial risks and uncertainties that could cause actual results to differ materially from our expectations. In providing projections and other forward-looking statements, we disclaim any intent or obligation to update them. For additional information on important factors and risks that could affect these expectations, please see our annual report on Form 10-K for the fiscal year ended February 28, 2026, previously filed with the SEC. The rules of conduct and procedure for today's meeting can be found in the virtual meeting portal. I hope you took a moment to review them. There will be time during today's meeting when we'll address comments and questions from shareholders, which may be entered now into the virtual meeting portal. To give as many shareholders as possible a chance to be heard, we will entertain only one question or comment per person. At the chair's request, I will serve as parliamentarian for the meeting. The Board of Directors has appointed a representative of American Election Services, LLC as the Inspector of Election for this meeting. Their representative, Linda A. Pascavlo, is attending today and has taken the oath of the Inspector of Election. We've received an affidavit signed by Broadridge Financial Solutions that notice of this meeting, along with related proxy and annual meeting materials, was mailed or made available commencing on May 12th, 2026, to our shareholders of record as of the close of business on April 17, 2026, our record date. The Inspector of Election has informed us that there is a quorum present or represented by proxy for the transaction of business. We're also joined today by representatives from KPMG LLP, our independent auditors. They are Renee Howard, Mike Mize, Elizabeth Miller, and Mi Hoang. They'll be available to respond to shareholder questions later in the meeting. Now it's my pleasure to introduce Tom Folliard, our Chair of the Board of Directors. Tom will introduce the members of our board. Thank you, Mac, and thank you to everyone for attending our annual meeting of shareholders. Before we begin, I want to express my appreciation for Shira Goodman, who has served as director since 2007, and Mitch Steenrod, who has served as a director since 2011 and our Lead Independent Director since 2019. Shira and Mitch are not standing for re-election this year, and we thank them for their many years of service on our board. We have an outstanding group of director nominees this year. Keith Barr, our CEO and a director since March of this year, Pete Bensen, a director since 2018, Sona Chawla, a director since 2017, David McCreight, a director since 2018, Mark O'Neil, a director since 2019, Pietro Satriano, a director since 2018, Marcella Shinder, a director since 2015, and myself, I've been a director since 2006. We also have three new director nominees, each of Bill Cobb, Jim Kessler, and Bob O'Shaughnessy. These are the nominees for election to our board of directors for the coming year. We will now proceed with the business of the meeting. The polls are open. Shareholders who have already voted by proxy do not need to cast ballots in the voting today. However, if you voted by proxy and now wish to change your vote, or if you did not previously vote and would like to do so today, please do so by clicking on the voting button on the virtual meeting portal and following the instructions there. Today, we have four items of business to bring before the meeting on behalf of the board of directors. As each item of board business is brought before the meeting, I will briefly review the proposal. I will then have Mac summarize the voting results on all proposals. Please note we will give shareholders an opportunity to comment on the proposals themselves after all proposals have been presented. The first item of business brought before the meeting is the election of directors. The board nominates the following 11 director nominees: Keith Barr, Pete Bensen, Sona Chawla, Bill Cobb, Jim Kessler, David McCreight, Mark O'Neil, Bob O'Shaughnessy, Pietro Satriano, Marcella Shinder, and myself, Tom Folliard. In accordance with the company's bylaws, the nominations are now closed. The second item of business brought before the meeting is the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. KPMG served as our independent auditors for fiscal 2026, and the audit committee has again selected the firm to perform the audit of our financial statements and our internal controls over financial reporting for fiscal 2027. The third item of business brought before the meeting is the advisory vote on executive compensation. Our executive compensation program is designed to reflect our pay-for-performance philosophy and to support our key operating and strategic objectives. The program is discussed in detail in the proxy statement. The fourth item of business brought before the meeting is the approval of the amended and restated CarMax 2002 Stock Incentive Plan. The proposed amendments to the stock incentive plan are described in detail in the proxy statement. We will now address any questions or comments on any of the proposals before the meeting, and we will respond to general questions later. I will now ask David Lowenstein, our vice president of investor relations, to read aloud any questions or comments on the proposals. David, have we received any comments or questions? No, we have not received any comments or questions on the proposals. Thank you, David. The polls are now closed. Would the secretary please summarize the preliminary voting results on the applicable proposals? Mr. Chair, we've been informed by the Inspector of Election that the preliminary results indicate that each nominee for the board of directors has been duly elected, the ratification of the appointment of KPMG has been approved, the non-binding advisory vote on executive compensation has been approved, and the amendments to the CarMax 2002 Stock Incentive Plan have been approved. We will report the final vote results in a Form 8-K to be filed within four business days. Thank you, Mac. The annual meeting is now adjourned. At this time, we will address shareholder questions that you have entered on the web portal, and I will ask David once again to read out any questions that have been submitted. We have not received any comments or questions from our shareholders. Thank you, David. That concludes our meeting today, and thank you all for attending. The meeting has now concluded. Thank you for joining, and have a pleasant day.

Speaker 2: Good afternoon, and thank you for joining us today. It's my pleasure to welcome you to CarMax's 2026 Annual Meeting of Shareholders. I'm Mac Stuckey, Senior Vice President, General Counsel, and Corporate Secretary. At the chair's request, I now officially call the meeting to order. Let me remind you, our statements today that are not statements of historical fact, including but not limited to statements about future business plans, prospects, and financial performance, are forward-looking statements we make pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on our current knowledge, expectations, and assumptions and are subject to substantial risks and uncertainties that could cause actual results to differ materially from our expectations. In providing projections and other forward-looking statements, we disclaim any intent or obligation to update them. Good afternoon, and thank you for joining us today. good afternoon and thank you for joining us today It's my pleasure to welcome you to CarMax's 2026 Annual Meeting of Shareholders. it's my pleasure to welcome you to carmax's 2026 annual meeting of shareholders I'm Mac Stuckey, Senior Vice President, General Counsel, and Corporate Secretary. i'm mac stuckey senior vice president general counsel and corporate secretary At the chair's request, I now officially call the meeting to order. at the chair's request i now officially call the meeting to order Let me remind you, our statements today that are not statements of historical fact, including but not limited to statements about future business plans, prospects, and financial performance, are forward-looking statements we make pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. let me remind you our statements today that are not statements of historical fact including but not limited to statements about future business plans prospects and financial performance are forward-looking statements we make pursuant to the safe harbor provisions of the private securities litigation reform act of 1995 These statements are based on our current knowledge, expectations, and assumptions and are subject to substantial risks and uncertainties that could cause actual results to differ materially from our expectations. these statements are based on our current knowledge expectations and assumptions and are subject to substantial risks and uncertainties that could cause actual results to differ materially from our expectations In providing projections and other forward-looking statements, we disclaim any intent or obligation to update them. in providing projections and other forward-looking statements we disclaim any intent or obligation to update them For additional information on important factors and risks that could affect these expectations, please see our annual report on Form 10-K for the fiscal year ended February 28, 2026, previously filed with the SEC. The rules of conduct and procedure for today's meeting can be found in the virtual meeting portal. I hope you took a moment to review them. There will be time during today's meeting when we'll address comments and questions from shareholders, which may be entered now into the virtual meeting portal. To give as many shareholders as possible a chance to be heard, we will entertain only one question or comment per person. At the chair's request, I will serve as parliamentarian for the meeting. The Board of Directors has appointed a representative of American Election Services, LLC as the Inspector of Election for this meeting. Their representative, Linda A. For additional information on important factors and risks that could affect these expectations, please see our annual report on Form 10-K for the fiscal year ended February 28, 2026, previously filed with the SEC. for additional information on important factors and risks that could affect these expectations please see our annual report on form 10-k for the fiscal year ended february 28 2026 previously filed with the sec The rules of conduct and procedure for today's meeting can be found in the virtual meeting portal. the rules of conduct and procedure for today's meeting can be found in the virtual meeting portal I hope you took a moment to review them. i hope you took a moment to review them There will be time during today's meeting when we'll address comments and questions from shareholders, which may be entered now into the virtual meeting portal. there will be time during today's meeting when we'll address comments and questions from shareholders which may be entered now into the virtual meeting portal To give as many shareholders as possible a chance to be heard, we will entertain only one question or comment per person. to give as many shareholders as possible a chance to be heard we will entertain only one question or comment per person At the chair's request, I will serve as parliamentarian for the meeting. at the chair's request i will serve as parliamentarian for the meeting The Board of Directors has appointed a representative of American Election Services, LLC as the Inspector of Election for this meeting. the board of directors has appointed a representative of american election services llc as the inspector of election for this meeting Their representative, Linda A. their representative linda a Pascavlo, is attending today and has taken the oath of the Inspector of Election. We've received an affidavit signed by Broadridge Financial Solutions that notice of this meeting, along with related proxy and annual meeting materials, was mailed or made available commencing on May 12th, 2026, to our shareholders of record as of the close of business on April 17, 2026, our record date. The Inspector of Election has informed us that there is a quorum present or represented by proxy for the transaction of business. We're also joined today by representatives from KPMG LLP, our independent auditors. They are Renee Howard, Mike Mize, Elizabeth Miller, and Mi Hoang. They'll be available to respond to shareholder questions later in the meeting. Now it's my pleasure to introduce Tom Folliard, our Chair of the Board of Directors. Tom will introduce the members of our board. Pascavlo, is attending today and has taken the oath of the Inspector of Election. pascavlo is attending today and has taken the oath of the inspector of election We've received an affidavit signed by Broadridge Financial Solutions that notice of this meeting, along with related proxy and annual meeting materials, was mailed or made available commencing on May 12th, 2026, to our shareholders of record as of the close of business on April 17, 2026, our record date. we've received an affidavit signed by broadridge financial solutions that notice of this meeting along with related proxy and annual meeting materials was mailed or made available commencing on may 12th 2026 to our shareholders of record as of the close of business on april 17 2026 our record date The Inspector of Election has informed us that there is a quorum present or represented by proxy for the transaction of business. the inspector of election has informed us that there is a quorum present or represented by proxy for the transaction of business We're also joined today by representatives from KPMG LLP, our independent auditors. we're also joined today by representatives from kpmg llp our independent auditors They are Renee Howard, Mike Mize, Elizabeth Miller, and Mi Hoang. they are renee howard mike mize elizabeth miller and mi hoang They'll be available to respond to shareholder questions later in the meeting. they'll be available to respond to shareholder questions later in the meeting Now it's my pleasure to introduce Tom Folliard, our Chair of the Board of Directors. now it's my pleasure to introduce tom folliard our chair of the board of directors Tom will introduce the members of our board. tom will introduce the members of our board

Speaker 3: Thank you, Mac, and thank you to everyone for attending our annual meeting of shareholders. Before we begin, I want to express my appreciation for Shira Goodman, who has served as director since 2007, and Mitch Steenrod, who has served as a director since 2011 and our Lead Independent Director since 2019. Shira and Mitch are not standing for re-election this year, and we thank them for their many years of service on our board. We have an outstanding group of director nominees this year. Keith Barr, our CEO and a director since March of this year, Pete Bensen, a director since 2018, Sona Chawla, a director since 2017, David McCreight, a director since 2018, Mark O'Neil, a director since 2019, Pietro Satriano, a director since 2018, Marcella Shinder, a director since 2015, and myself, I've been a director since 2006. Thank you, Mac, and thank you to everyone for attending our annual meeting of shareholders. thank you mac and thank you to everyone for attending our annual meeting of shareholders Before we begin, I want to express my appreciation for Shira Goodman, who has served as director since 2007, and Mitch Steenrod, who has served as a director since 2011 and our Lead Independent Director since 2019. before we begin i want to express my appreciation for shira goodman who has served as director since 2007 and mitch steenrod who has served as a director since 2011 and our lead independent director since 2019 Shira and Mitch are not standing for re-election this year, and we thank them for their many years of service on our board. shira and mitch are not standing for re-election this year and we thank them for their many years of service on our board We have an outstanding group of director nominees this year. we have an outstanding group of director nominees this year Keith Barr, our CEO and a director since March of this year, Pete Bensen, a director since 2018, Sona Chawla, a director since 2017, David McCreight, a director since 2018, Mark O'Neil, a director since 2019, Pietro Satriano, a director since 2018, Marcella Shinder, a director since 2015, and myself, I've been a director since 2006. keith barr our ceo and a director since march of this year pete bensen a director since 2018 sona chawla a director since 2017 david mccreight a director since 2018 mark o'neil a director since 2019 pietro satriano a director since 2018 marcella shinder a director since 2015 and myself i've been a director since 2006 We also have three new director nominees, each of Bill Cobb, Jim Kessler, and Bob O'Shaughnessy. These are the nominees for election to our board of directors for the coming year. We will now proceed with the business of the meeting. The polls are open. Shareholders who have already voted by proxy do not need to cast ballots in the voting today. However, if you voted by proxy and now wish to change your vote, or if you did not previously vote and would like to do so today, please do so by clicking on the voting button on the virtual meeting portal and following the instructions there. Today, we have four items of business to bring before the meeting on behalf of the board of directors. As each item of board business is brought before the meeting, I will briefly review the proposal. We also have three new director nominees, each of Bill Cobb, Jim Kessler, and Bob O'Shaughnessy. we also have three new director nominees each of bill cobb jim kessler and bob o'shaughnessy These are the nominees for election to our board of directors for the coming year. these are the nominees for election to our board of directors for the coming year We will now proceed with the business of the meeting. we will now proceed with the business of the meeting The polls are open. the polls are open Shareholders who have already voted by proxy do not need to cast ballots in the voting today. shareholders who have already voted by proxy do not need to cast ballots in the voting today However, if you voted by proxy and now wish to change your vote, or if you did not previously vote and would like to do so today, please do so by clicking on the voting button on the virtual meeting portal and following the instructions there. however if you voted by proxy and now wish to change your vote or if you did not previously vote and would like to do so today please do so by clicking on the voting button on the virtual meeting portal and following the instructions there Today, we have four items of business to bring before the meeting on behalf of the board of directors. today we have four items of business to bring before the meeting on behalf of the board of directors As each item of board business is brought before the meeting, I will briefly review the proposal. as each item of board business is brought before the meeting i will briefly review the proposal I will then have Mac summarize the voting results on all proposals. Please note we will give shareholders an opportunity to comment on the proposals themselves after all proposals have been presented. The first item of business brought before the meeting is the election of directors. The board nominates the following 11 director nominees: Keith Barr, Pete Bensen, Sona Chawla, Bill Cobb, Jim Kessler, David McCreight, Mark O'Neil, Bob O'Shaughnessy, Pietro Satriano, Marcella Shinder, and myself, Tom Folliard. In accordance with the company's bylaws, the nominations are now closed. The second item of business brought before the meeting is the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. KPMG served as our independent auditors for fiscal 2026, and the audit committee has again selected the firm to perform the audit of our financial statements and our internal controls over financial reporting for fiscal 2027. I will then have Mac summarize the voting results on all proposals. i will then have mac summarize the voting results on all proposals Please note we will give shareholders an opportunity to comment on the proposals themselves after all proposals have been presented. please note we will give shareholders an opportunity to comment on the proposals themselves after all proposals have been presented The first item of business brought before the meeting is the election of directors. the first item of business brought before the meeting is the election of directors The board nominates the following 11 director nominees: Keith Barr, Pete Bensen, Sona Chawla, Bill Cobb, Jim Kessler, David McCreight, Mark O'Neil, Bob O'Shaughnessy, Pietro Satriano, Marcella Shinder, and myself, Tom Folliard. the board nominates the following 11 director nominees keith barr pete bensen sona chawla bill cobb jim kessler david mccreight mark o'neil bob o'shaughnessy pietro satriano marcella shinder and myself tom folliard In accordance with the company's bylaws, the nominations are now closed. in accordance with the company's bylaws the nominations are now closed The second item of business brought before the meeting is the ratification of the appointment of KPMG LLP as our independent registered public accounting firm. the second item of business brought before the meeting is the ratification of the appointment of kpmg llp as our independent registered public accounting firm KPMG served as our independent auditors for fiscal 2026, and the audit committee has again selected the firm to perform the audit of our financial statements and our internal controls over financial reporting for fiscal 2027. kpmg served as our independent auditors for fiscal 2026 and the audit committee has again selected the firm to perform the audit of our financial statements and our internal controls over financial reporting for fiscal 2027 The third item of business brought before the meeting is the advisory vote on executive compensation. Our executive compensation program is designed to reflect our pay-for-performance philosophy and to support our key operating and strategic objectives. The program is discussed in detail in the proxy statement. The fourth item of business brought before the meeting is the approval of the amended and restated CarMax 2002 Stock Incentive Plan. The proposed amendments to the stock incentive plan are described in detail in the proxy statement. We will now address any questions or comments on any of the proposals before the meeting, and we will respond to general questions later. I will now ask David Lowenstein, our vice president of investor relations, to read aloud any questions or comments on the proposals. David, have we received any comments or questions? The third item of business brought before the meeting is the advisory vote on executive compensation. the third item of business brought before the meeting is the advisory vote on executive compensation Our executive compensation program is designed to reflect our pay-for-performance philosophy and to support our key operating and strategic objectives. our executive compensation program is designed to reflect our pay-for-performance philosophy and to support our key operating and strategic objectives The program is discussed in detail in the proxy statement. the program is discussed in detail in the proxy statement The fourth item of business brought before the meeting is the approval of the amended and restated CarMax 2002 Stock Incentive Plan. the fourth item of business brought before the meeting is the approval of the amended and restated carmax 2002 stock incentive plan The proposed amendments to the stock incentive plan are described in detail in the proxy statement. the proposed amendments to the stock incentive plan are described in detail in the proxy statement We will now address any questions or comments on any of the proposals before the meeting, and we will respond to general questions later. we will now address any questions or comments on any of the proposals before the meeting and we will respond to general questions later I will now ask David Lowenstein, our vice president of investor relations, to read aloud any questions or comments on the proposals. i will now ask david lowenstein our vice president of investor relations to read aloud any questions or comments on the proposals David, have we received any comments or questions? david have we received any comments or questions

Speaker 1: No, we have not received any comments or questions on the proposals. No, we have not received any comments or questions on the proposals. no we have not received any comments or questions on the proposals

Speaker 3: Thank you, David. The polls are now closed. Would the secretary please summarize the preliminary voting results on the applicable proposals? Thank you, David. thank you david The polls are now closed. the polls are now closed Would the secretary please summarize the preliminary voting results on the applicable proposals? would the secretary please summarize the preliminary voting results on the applicable proposals

Speaker 2: Mr. Chair, we've been informed by the Inspector of Election that the preliminary results indicate that each nominee for the board of directors has been duly elected, the ratification of the appointment of KPMG has been approved, the non-binding advisory vote on executive compensation has been approved, and the amendments to the CarMax 2002 Stock Incentive Plan have been approved. We will report the final vote results in a Form 8-K to be filed within four business days. Mr. Chair, we've been informed by the Inspector of Election that the preliminary results indicate that each nominee for the board of directors has been duly elected, the ratification of the appointment of KPMG has been approved, the non-binding advisory vote on executive compensation has been approved, and the amendments to the CarMax 2002 Stock Incentive Plan have been approved. mr chair we've been informed by the inspector of election that the preliminary results indicate that each nominee for the board of directors has been duly elected the ratification of the appointment of kpmg has been approved the non-binding advisory vote on executive compensation has been approved and the amendments to the carmax 2002 stock incentive plan have been approved We will report the final vote results in a Form 8-K to be filed within four business days. we will report the final vote results in a form 8-k to be filed within four business days

Speaker 3: Thank you, Mac. The annual meeting is now adjourned. At this time, we will address shareholder questions that you have entered on the web portal, and I will ask David once again to read out any questions that have been submitted. Thank you, Mac. thank you mac The annual meeting is now adjourned. the annual meeting is now adjourned At this time, we will address shareholder questions that you have entered on the web portal, and I will ask David once again to read out any questions that have been submitted. at this time we will address shareholder questions that you have entered on the web portal and i will ask david once again to read out any questions that have been submitted

Speaker 1: We have not received any comments or questions from our shareholders. We have not received any comments or questions from our shareholders. we have not received any comments or questions from our shareholders

Speaker 3: Thank you, David. That concludes our meeting today, and thank you all for attending. The meeting has now concluded. Thank you for joining, and have a pleasant day. Thank you, David. thank you david That concludes our meeting today, and thank you all for attending. that concludes our meeting today and thank you all for attending The meeting has now concluded. the meeting has now concluded Thank you for joining, and have a pleasant day. thank you for joining and have a pleasant day