FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Tuite Tyler
2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2024
3. Issuer Name and Ticker or Trading Symbol
CARMAX INC [KMX]
(Last)
(First)
(Middle)
12800 TUCKAHOE CREEK PARKWAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP & Chief Product Officer
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)

RICHMOND, VA 23238
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 227
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1)   (1)(2) Common Stock 1,161 $ (2) D  
Restricted Stock Units   (3)   (2)(3) Common Stock 1,478 $ (2) D  
Restricted Stock Units   (4)   (2)(4) Common Stock 462 $ (2) D  
Stock Options (Right to Buy)   (5) 05/01/2026 Common Stock 4,869 $ 78.61 D  
Stock Options (Right to Buy)   (6) 05/01/2027 Common Stock 13,268 $ 71.07 D  
Stock Options (Right to Buy)   (7) 05/03/2028 Common Stock 7,300 $ 136.94 D  
Stock Options (Right to Buy)   (8) 05/02/2029 Common Stock 13,235 $ 91.14 D  
Stock Options (Right to Buy)   (9) 05/01/2030 Common Stock 15,155 $ 70.48 D  
Stock Options (Right to Buy)   (10) 10/03/2030 Common Stock 4,486 $ 68.99 D  
Stock Options (Right to Buy)   (11) 05/01/2031 Common Stock 15,422 $ 67.21 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tuite Tyler
12800 TUCKAHOE CREEK PARKWAY
RICHMOND, VA 23238
      SVP & Chief Product Officer  

Signatures

Christine Carter, attorney-in-fact 07/02/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The restricted stock units shall vest on May 2, 2025.
(2) 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.
(3) The restricted stock units shall vest on May 1, 2026.
(4) The restricted stock units shall vest on October 3, 2026.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(10) The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of October 3, 2024, October 3, 2025, October 3, 2026 and October 3, 2027.
(11) 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.
 
Remarks:
Exhibit 24.1 - Power of Attorney

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