KMX: Leadership change

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On October 19, 2026, CarMax, Inc. (the “Company”) appointed Darren W. Woodell as Vice President, Controller and Chief Accounting Officer, and principal accounting officer of the Company, effective November 11, 2026. Mr. Woodell will assume the responsibilities of principal accounting officer from Enrique N. Mayor-Mora, who will continue in his role as the Company’s Executive Vice President and Chief Financial Officer. Mr. Woodell, 50, has been Vice President and Controller (Principal Accounting Officer) of Genworth Financial, Inc. (“Genworth”), since February 2024. Prior to that, he served in various positions at Genworth since 2010, including Assistant Controller from April 2022 to December 2023 and Director of Financial Reporting from January 2017 to March 2022. Prior to joining Genworth, Mr. Woodell worked at Lumber Liquidators, Inc. as Assistant Controller and in Ernst & Young, LLC’s assurance practice. Mr. Woodell is a licensed Certified Public Accountant in Virginia and Florida. In connection with his appointment, and pursuant to his offer letter, Mr. Woodell will receive an annual base salary of $385,000 and a corporate bonus paid out in May 2027 of $175,000; be eligible in future years for a target annual incentive bonus equal to 50% of his base salary under the Company’s Annual Performance-Based Bonus Plan; be eligible to participate in the Company’s stock incentive program; enter into a severance agreement on terms substantially the same as similarly situated executives; receive a sign-on bonus of $100,000; and receive stock-settled restricted stock units valued at $330,000, which will vest on the third ann