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Stock and Stock-Based Incentive Plans | 3 Months Ended
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May 31, 2025
Share-Based Payment Arrangement, Noncash Expense [Abstract] |
Stock and Stock-Based Incentive Plans | Stock and Stock-Based Incentive Plans (A)Share Repurchase Program As of May 31, 2025, a total of $2.0 billion of board authorizations for repurchases of our common stock was outstanding, with no expiration date, of which $1.74 billion remained available for repurchase. Common Stock Repurchases
| Three Months Ended |  |
| May 31 |  |
| 2025 |  | 2024 |  |  |  |
Number of shares repurchased (in thousands) | 2,952.5 |  |  | 1,445.8 |  |  |  |  |
Average cost per share | $ | 67.66 |  |  | $ | 71.91 |  |  |  |  |
Available for repurchase, as of end of period (in millions) | $ | 1,737.1 |  |  | $ | 2,256.2 |  |  |  |  |
(B)Stock Incentive Plans We maintain long-term incentive plans for management, certain employees and the nonemployee members of our board. The plans allow for the granting of equity-based compensation awards, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock awards, stock- and cash-settled restricted stock units, stock grants or a combination of awards. To date, we have not awarded any incentive stock options. The majority of associates who receive share-based compensation awards primarily receive cash-settled restricted stock units. Senior management and other key associates receive awards of nonqualified stock options, stock-settled restricted stock units and/or restricted stock awards. Nonemployee directors are eligible to receive awards of nonqualified stock options, stock grants, stock-settled restricted stock units and/or restricted stock awards. Excluding stock grants and stock-settled deferred stock units, all share-based compensation awards, including any associated dividend rights, are subject to forfeiture. Nonqualified Stock Options. Nonqualified stock options are awards that allow the recipient to purchase shares of our common stock at a fixed price. Stock options are granted at an exercise price equal to the fair market value of our common stock on the grant date. The stock options generally vest annually in equal amounts over four years. These options expire seven years after the date of the grant. Cash-Settled Restricted Stock Units. Also referred to as restricted stock units, or RSUs, these are awards that entitle the holder to a cash payment equal to the fair market value of a share of our common stock for each unit granted. Conversion generally occurs annually in equal amounts over three years. However, the cash payment per RSU will not be greater than 200% or less than 75% of the fair market value of a share of our common stock on the grant date. The initial grant date fair values are based on the closing prices of our common stock on the grant dates. RSUs are liability-classified awards and do not have voting rights. Stock-Settled Market Stock Units. Also referred to as market stock units, or MSUs, these are restricted stock unit awards with market conditions granted to eligible key associates that are converted into between zero and two shares of common stock for each unit granted. Conversion generally occurs at the end of a three-year vesting period. The conversion ratio is calculated by dividing the average closing price of our stock during the final 40 trading days of the three-year vesting period by our stock price on the grant date, with the resulting quotient capped at two. This quotient is then multiplied by the number of MSUs granted to yield the number of shares awarded. The grant date fair values are determined using a Monte-Carlo simulation and are based on the expected market price of our common stock on the vesting date and the expected number of converted common shares. MSUs do not have voting rights. Other Share-Based Incentives Stock-Settled Performance Stock Units. Also referred to as performance stock units, or PSUs, these are restricted stock unit awards with performance conditions granted to eligible key associates that are converted into between zero and two shares of common stock for each unit granted. Conversion generally occurs at the end of a three-year vesting period. For the first- and second-year periods of the fiscal 2023 grants and the first-year period of the fiscal 2024 grants, the conversion ratio is based on the company reaching certain performance target levels set by the board at the beginning of each one-year period, with the resulting quotients subject to meeting a minimum threshold of 25% and capped at 200%. For the third-year period of the fiscal 2023 grants, the second- and third-year periods of the fiscal 2024 grants, the fiscal 2025 grants and the fiscal 2026 grants, the conversion ratio is based on the company reaching certain target levels set by the board, with the resulting quotients subject to meeting a minimum threshold of 50% and capped at 200%. These quotients are then multiplied by the number of PSUs granted to yield the number of shares awarded. For the first- and second-year periods of the fiscal 2023 awards and the first-year period of the fiscal 2024 awards, the performance targets were based on annual pre-tax diluted earnings per share, excluding any unrealized gains or losses on equity investments in private companies, and market share. For the first-year period of the fiscal 2023 awards, the board certified a performance adjustment factor of 4%. For the second-year period of the fiscal 2023 grants and the first-year period of the fiscal 2024 grants, the board certified a performance adjustment factor of 38%. For the third-year period of the fiscal 2023 awards and the second- and third-year periods of the fiscal 2024 awards, the performance targets are based on the annual pre-tax earnings, excluding any unrealized gains or losses on equity investments in private companies and any significant non-recurring non-cash gains or losses. For the third-year period of the fiscal 2023 grants and the second-year period of the fiscal 2024 grants, the board certified a performance adjustment factor of 159%. For the fiscal 2025 and fiscal 2026 awards, the performance targets are based on the cumulative three-year pre-tax earnings, excluding any unrealized gains or losses on equity investments in private companies and any significant non-recurring non-cash gains or losses. PSUs do not have voting rights. The grant date fair values are based on the closing prices of our common stock on the grant dates. As of May 31, 2025, 496,266 units were outstanding at a weighted average grant date fair value per share of $67.63. Stock-Settled Deferred Stock Units. Also referred to as deferred stock units, or DSUs, these are restricted stock unit awards granted to non-employee members of our board that are converted into one share of common stock for each unit granted. Conversion occurs at the end of the one-year vesting period unless the director has exercised the option to defer conversion until separation of service to the company. The grant date fair values are based on the closing prices of our common stock on the grant dates. DSUs have no voting rights. As of May 31, 2025, 114,141 units were outstanding at a weighted average grant date fair value of $86.04. Restricted Stock Awards. Restricted stock awards, or RSAs, are awards of our common stock that are subject to specified restrictions that generally lapse after a one- to three-year period from the date of the grant. The grant date fair values are based on the closing prices of our common stock on the grant dates. Participants holding restricted stock are entitled to vote on matters submitted to holders of our common stock for a vote. As of May 31, 2025, there were no RSAs outstanding. (C)Share-Based Compensation Composition of Share-Based Compensation Expense
| Three Months Ended |  |
| May 31 |  |
(In thousands) | 2025 |  | 2024 |  |  |  |
Cost of sales | $ | 647 |  |  | $ | 1,009 |  |  |  |  |
CarMax Auto Finance income | 1,410 |  |  | 685 |  |  |  |  |
Selling, general and administrative expenses | 45,602 |  |  | 47,101 |  |  |  |  |
Share-based compensation expense, before income taxes | $ | 47,659 |  |  | $ | 48,795 |  |  |  |  |
Composition of Share-Based Compensation Expense – By Grant Type
| Three Months Ended |  |
| May 31 |  |
(In thousands) | 2025 |  | 2024 |  |  |  |
Nonqualified stock options | $ | 19,944 |  |  | $ | 18,944 |  |  |  |  |
Cash-settled restricted stock units (RSUs) | 5,867 |  |  | 11,390 |  |  |  |  |
Stock-settled market stock units (MSUs) | 9,431 |  |  | 7,580 |  |  |  |  |
Other share-based incentives: |  |  |  |  |  |  |
Stock-settled performance stock units (PSUs) | 11,739 |  |  | 10,184 |  |  |  |  |
Employee stock purchase plan | 678 |  |  | 697 |  |  |  |  |
Total other share-based incentives | 12,417 |  |  | 10,881 |  |  |  |  |
Share-based compensation expense, before income taxes | $ | 47,659 |  |  | $ | 48,795 |  |  |  |  |
Unrecognized Share-Based Compensation Expense – By Grant Type
| As of May 31, 2025
|  |  | Weighted Average
| Unrecognized |  | Remaining
| Compensation |  | Recognition Life
(Costs in millions) | Costs |  | (Years)
Nonqualified stock options | $ | 49.9 |  |  | 2.5
Stock-settled market stock units | 29.2 |  |  | 2.0
Stock-settled performance stock units | 9.2 |  |  | 2.2
Total | $ | 88.3 |  |  | 2.3
We recognize compensation expense for stock options, MSUs, PSUs, DSUs and RSAs on a straight-line basis (net of estimated forfeitures) over the requisite service period, which is generally the vesting period of the award. The PSU expense is adjusted for any change in management’s assessment of the performance target level that is probable of being achieved. The variable expense associated with RSUs is recognized over their vesting period (net of estimated forfeitures) and is calculated based on the closing price of our common stock on the last trading day of each reporting period. The total costs for matching contributions for our employee stock purchase plan are included in share-based compensation expense. There were no capitalized share-based compensation costs as of or for the three months ended May 31, 2025 or 2024. Stock Option Activity
|  |  |  |  | Weighted |  |
|  |  | Weighted |  | Average |  |
|  |  | Average |  | Remaining |  | Aggregate
| Number of |  | Exercise |  | Contractual |  | Intrinsic
(Shares and intrinsic value in thousands) | Shares |  | Price |  | Life (Years) |  | Value
Outstanding as of February 28, 2025 | 7,309 |  |  | $ | 82.32 |  |  |  |  |
Options granted | 1,439 |  |  | $ | 65.52 |  |  |  |  |
Options exercised | (132) |  |  | $ | 63.04 |  |  |  |  |
Options forfeited or expired | (7) |  |  | $ | 66.06 |  |  |  |  |
Outstanding as of May 31, 2025 | 8,609 |  |  | $ | 79.82 |  |  | 3.9 |  | $ | 71 |
Exercisable as of May 31, 2025 | 5,281 |  |  | $ | 86.46 |  |  | 2.7 |  | $ | 29 |
Stock Option Information
| Three Months Ended May 31
| 2025 |  | 2024
Options granted | 1,439,463 |  |  | 1,218,305 |
Weighted average grant date fair value per share | $ | 26.23 |  |  | $ | 29.18 |
Cash received from options exercised (in millions) | $ | 8.3 |  |  | $ | 8.2 |
Intrinsic value of options exercised (in millions) | $ | 0.4 |  |  | $ | 1.8 |
Realized tax benefits (in millions) | $ | 0.1 |  |  | $ | 0.4 |
For stock options, the fair value of each award is estimated as of the date of grant using a binomial valuation model. In computing the value of the option, the binomial model considers characteristics of fair-value option pricing that are not available for consideration under a closed-form valuation model (for example, the Black-Scholes model), such as the contractual term of the option, the probability that the option will be exercised prior to the end of its contractual life and the probability of termination or retirement of the option holder. For this reason, we believe that the binomial model provides a fair value that is more representative of actual experience and future expected experience than the value calculated using a closed-form model. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by the recipients of share-based awards. Assumptions Used to Estimate Option Values
| Three Months Ended May 31
| 2025 |  | 2024
Dividend yield |  |  | 0.0 | % |  |  |  | 0.0 | %
Expected volatility factor (1) | 41.9 | % | - | 42.0 | % |  | 39.6 | % | - | 46.1 | %
Weighted average expected volatility |  |  | 41.9 | % |  |  |  | 45.4 | %
Risk-free interest rate (2) | 3.7 | % | - | 4.3 | % |  | 4.6 | % | - | 5.4 | %
Expected term (in years) (3) |  |  | 4.7 |  |  |  | 4.7
(1)Measured using historical daily price changes of our stock for a period corresponding to the term of the options and the implied volatility derived from the market prices of traded options on our stock. (2)Based on the U.S. Treasury yield curve at the time of grant. (3)Represents the estimated number of years that options will be outstanding prior to exercise. Cash-Settled Restricted Stock Unit Activity
|  |  | Weighted
|  |  | Average
| Number of |  | Grant Date
(Units in thousands) | Units |  | Fair Value
Outstanding as of February 28, 2025 | 1,524 |  |  | $ | 71.07 |
Stock units granted | 976 |  |  | $ | 65.52 |
Stock units vested and converted | (686) |  | $ | 74.12 |
Stock units cancelled | (25) |  | $ | 69.27 |
Outstanding as of May 31, 2025 | 1,789 |  |  | $ | 66.90 |
Cash-Settled Restricted Stock Unit Information
| Three Months Ended May 31
| 2025 |  | 2024
Stock units granted | 976,031 |  |  | 914,848 |
Initial weighted average grant date fair value per share | $ | 65.52 |  |  | $ | 67.21 |
Payments (before payroll tax withholdings) upon vesting (in millions) | $ | 45.4 |  |  | $ | 39.6 |
Realized tax benefits (in millions) | $ | 11.2 |  |  | $ | 9.8 |
Expected Cash Settlement Range Upon Restricted Stock Unit Vesting
| As of May 31, 2025
(In thousands) | Minimum (1) |  | Maximum (1)
Fiscal 2027 | $ | 38,436 |  |  | $ | 102,495 |
Fiscal 2028 | 26,014 |  |  | 69,372 |
Fiscal 2029 | 13,658 |  |  | 36,421 |
Total expected cash settlements | $ | 78,108 |  |  | $ | 208,288 |
(1)Net of estimated forfeitures. Stock-Settled Market Stock Unit Activity
|  |  | Weighted
|  |  | Average
| Number of |  | Grant Date
(Units in thousands) | Units |  | Fair Value
Outstanding as of February 28, 2025 | 525 |  |  | $ | 104.12 |
Stock units granted | 246 |  |  | $ | 91.97 |
Stock units vested and converted | (116) |  |  | $ | 126.59 |
Stock units cancelled | — |  |  | $ | — |
Outstanding as of May 31, 2025 | 655 |  |  | $ | 95.56 |
Stock-Settled Market Stock Unit Information
| Three Months Ended May 31
| 2025 |  | 2024
Stock units granted | 245,840 |  |  | 233,963 |
Weighted average grant date fair value per share | $ | 91.97 |  |  | $ | 95.65 |
Realized tax benefits (in millions) | $ | 1.5 |  |  | $ | 0.7 |

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