Item 5.02.     Departure of Directors or Certain Officers; Election of Directors;
               Appointment of Certain Officers; Compensatory Arrangements of
               Certain Officers.

In connection with Eric M. Margolin's previously announced retirement, on August 3, 2021, CarMax, Inc. (the "Company") and Mr. Margolin entered into a consulting agreement (the "Consulting Agreement"), pursuant to which Mr. Margolin will provide consulting services to the Company. Among other things, the Consulting Agreement extends the term of the non-solicitation and non-competition covenants in the Severance Agreement between Mr. Margolin and the Company, dated January 8, 2015, by an additional six months, now expiring two and a half years from the effective date of his retirement. In consideration for Mr. Margolin's consulting services, the Company shall pay Mr. Margolin $10,000 per month. The term of the consulting arrangement shall commence on September 1, 2021 and shall end on February 28, 2022, unless terminated earlier in accordance with the terms of the Consulting Agreement.

Edwin J. Hill, the Company's Executive Vice President and Chief Operating Officer, informed the Company on August 6, 2021 of his plan to retire, effective December 31, 2021. The Company expects that Mr. Hill's duties will be redistributed among other Company executive officers.

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