Exhausted CD8 + T cells (T EX) in chronic infections and cancer have limited effector function, high inhibitory receptor co-expression and extensive transcriptional changes compared to effector (T EFF) or memory (T MEM) CD8 + T cells. T EX are important clinical targets of checkpoint blockade and other immunotherapies. Epigenetically, T EX are a distinct immune subset, with a unique chromatin landscape compared to T EFF and T MEM. However, the mechanisms governing the transcriptional and epigenetic development of T EX remain unknown. Here, we identify the HMG-box transcription factor TOX as a central regulator of T EX. TOX is largely dispensable for T EFF and T MEM formation, but is critical for exhaustion and without TOX T EX do not form. TOX is induced by calcineurin and NFAT2 and operates in a feed-forward loop to become calcineurin independent and sustained in T EX. Thus, robust TOX expression results in commitment to T EX by translating persistent stimulation into a distinct T EX transcriptional and epigenetic developmental program.