Welcome to our dedicated page for Carmax SEC filings (Ticker: KMX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
This page provides access to CarMax Inc. (NYSE: KMX) filings with the U.S. Securities and Exchange Commission, along with AI-powered tools that help explain the information. CarMax is a Virginia-incorporated used car retailer headquartered in the Richmond area and files periodic and current reports as a public company.
Investors can review CarMax’s annual reports on Form 10-K and quarterly reports on Form 10-Q for detailed discussions of used and wholesale vehicle sales, extended protection plan revenues, CarMax Auto Finance performance, gross profit metrics, and selling, general, and administrative expenses. These filings also describe the company’s omni-channel business model, store footprint, and risk factors.
Current reports on Form 8-K document material events such as quarterly earnings releases, leadership changes, preliminary financial outlooks, and annual meeting voting results. For example, recent 8-K filings have covered the announcement of second and third quarter fiscal year 2026 results, the appointment of an Interim President and Chief Executive Officer, and shareholder meeting outcomes.
On this page, AI-generated summaries highlight key points from lengthy filings, helping users quickly identify items such as revenue composition, unit sales trends, CarMax Auto Finance income and loan loss provisions, and notable changes in governance or compensation arrangements. Real-time updates from EDGAR ensure that new 8-K, 10-Q, and 10-K documents appear promptly.
Users can also monitor insider and executive activity reported on ownership-related forms when available, complementing the broader financial and operational disclosures. Together, these resources give a structured view of how CarMax reports its performance, capital allocation decisions, and corporate actions through official SEC documents.
CarMax, Inc. updated its severance arrangements for key executives by entering into amended and restated severance agreements with certain officers, including named executive officers Enrique Mayor-Mora, Charles Joseph Wilson, and Shamim Mohammad. These new agreements replace each executive’s prior severance agreement.
If CarMax terminates an executive without “cause,” or the executive resigns for “good reason” within two years after a “change in control,” the executive will receive cash severance equal to 1.5 times base salary plus target bonus, paid in 39 biweekly installments, and up to 18 months of COBRA premium payments or reimbursements. Other terms remain substantially similar to the prior agreements.
AQR Capital Management, LLC and AQR Capital Management Holdings, LLC report a significant passive ownership stake in CarMax Inc. They disclose beneficial ownership of 7,930,345 shares of CarMax common stock, representing 5.59% of the class as of the event date.
The firms report no sole voting or dispositive power over these shares, but shared voting power and shared dispositive power over all 7,930,345 shares. They state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of CarMax.
CarMax appointed Keith Barr as President and Chief Executive Officer and a member of the Board, effective March 16, 2026. The Board will expand from nine to ten directors on that date, and interim CEO David McCreight will return to his role as an independent director.
Barr’s at‑will offer includes a $1,250,000 annual base salary and an annual target bonus equal to 175% of base salary. He will receive one‑time sign‑on equity awards on the effective date: restricted stock units with a target grant date fair value of $1,000,000 vesting after one year, and stock options with a target grant date fair value of $1,000,000 vesting over four years.
In 2026, Barr is also eligible for annual long‑term incentives: stock options with a target grant date fair value of $3,500,000 and performance‑based restricted stock units with a target grant date fair value of $3,500,000. His package includes relocation benefits, demo car access, tax and financial planning services, participation in company benefit plans, and personal use of corporate aircraft capped at $200,000 per fiscal year. If terminated without cause or if he resigns for good reason, he would receive cash severance equal to two times his base salary plus target bonus, paid over 52 biweekly installments, and up to 18 months of COBRA premium support.
CarMax Inc. executive reports equity award vesting and share withholding
CarMax Inc.'s EVP and COO filed a report of recent stock transactions in the company's common shares. On December 28, 2025, restricted stock units, referred to by the company as market stock units (MSUs), vested and were settled in CarMax common stock. Following vesting, the reporting person received approximately 0.6377 times the number of MSUs in shares of common stock, resulting in the acquisition of 160 shares.
On the same date, 49 shares of common stock were disposed of at a price of $39.27 per share, consistent with shares often being withheld to cover tax obligations. After these transactions, the executive directly beneficially owned 19,513 shares of CarMax common stock.
CarMax Inc. disclosed that one of its directors, who also serves as Interim President and CEO, received an equity award in the form of restricted stock units. On December 26, 2025, this executive was granted 91,673 restricted stock units, each representing a contingent right to receive one share of CarMax common stock. These restricted stock units are scheduled to vest on December 26, 2026, with the possibility of earlier vesting under the terms of the applicable restricted stock unit grant agreement. Following this grant, the executive beneficially holds 91,673 derivative securities directly, reflecting a standard component of executive and director compensation tied to the company’s share performance.
CarMax Inc. reported an insider equity grant for its interim executive chair, who also serves as a director. The individual received 25,465 restricted stock units (RSUs), each representing a contingent right to receive one share of CarMax common stock.
The RSUs are scheduled to vest on December 26, 2026, with the potential for earlier vesting under the terms of a previously filed Form of Notice of Restricted Stock Unit Grant for certain employee directors. Following this transaction, the reporting person beneficially owns 25,465 derivative securities directly in the form of RSUs linked to CarMax common shares.
CarMax, Inc. reported lower results for the quarter ended November 30, 2025. Net sales and operating revenues were $5.79 billion, down from $6.22 billion a year earlier, as both used and wholesale vehicle sales declined. Quarterly net earnings fell to $62.2 million from $125.4 million, with diluted EPS decreasing to $0.43 from $0.81, reflecting weaker gross profit and higher operating costs as a share of revenue.
For the first nine months, revenue was $19.94 billion versus $20.35 billion and net earnings were $368.0 million versus $410.7 million. CarMax Auto Finance contributed income of $174.7 million in the quarter, helped by a $27.0 million gain on a non-prime securitization of about $930 million of auto loans. The allowance for loan losses on auto loans held for investment increased to $474.8 million as of November 30, 2025.
Operating cash flow was strong at $2.34 billion for the nine months, aided by a large reduction in inventory. The company repurchased 10.49 million shares for $588.4 million year-to-date, reducing shares outstanding to 143.1 million. CarMax also amended and partially repaid its term loan, cutting the balance to $500 million and extending maturity to 2030.
CarMax, Inc. furnished a press release announcing its third quarter fiscal year 2026 results. The company states that the release, dated December 18, 2025 and titled “CarMax Reports Third Quarter Fiscal Year 2026 Results,” is provided as an exhibit and incorporated by reference into the current report. This means detailed financial and operating results for the quarter are contained in the accompanying press release rather than in the body of the report itself.
BlackRock, Inc. filed a Schedule 13G/A reporting beneficial ownership of 16,748,605 shares of CarMax (KMX) common stock, representing 11.4% of the class as of 10/31/2025. The filing is made on a passive basis, with a certification that the securities were acquired and are held in the ordinary course of business and not to change or influence control.
BlackRock reports sole voting power over 16,235,694 shares and sole dispositive power over 16,748,605 shares. The interest of iShares Core S&P Small-Cap ETF in CarMax common stock is stated to be more than five percent of the total outstanding common stock.
CarMax (KMX) announced leadership changes. The Board terminated President and CEO William D. Nash effective December 1, 2025, under his severance agreement. He also resigned from the Board effective the same date, and the Board will be reduced to nine directors.
The Board appointed director David W. McCreight as Interim President and CEO effective December 1, 2025. In this role, he will receive a $1,200,000 annual base salary and RSUs with a grant-date fair value of $3,600,000 that vest on the first anniversary, with pro‑rata vesting based on months served as interim CEO. He will not receive separate director compensation while serving as interim CEO.
Effective December 1, 2025, Thomas J. Folliard will serve as Interim Executive Chair. Mr. McCreight will step down from the Compensation and Personnel Committee; Shira Goodman will join the Committee and Mark O’Neil will serve as chair. CarMax also furnished a press release announcing preliminary third-quarter expectations and these changes.