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.
CarMax Inc. filings document formal disclosures for a NYSE-listed used-vehicle retailer with common stock trading under KMX. Recent Form 8-K reports furnish earnings releases covering operating results, retail and wholesale vehicle sales, gross profit per unit, expenses, restructuring charges, extended protection plan margins, vehicle sourcing and CarMax Auto Finance activity.
The company’s regulatory record also covers governance and compensation matters, including executive appointments, board changes, severance agreements, equity incentive arrangements and annual meeting voting results. Shareholder votes address director elections, auditor ratification, executive compensation and shareholder proposals, while current reports identify material events and related exhibits.
AQR Capital Management filed an amendment to Schedule 13G disclosing beneficial ownership of 10,060,502 shares of CarMax Inc. (Common Stock, CUSIP 143130102), representing 7.10% of the class. The filing lists shared voting power of 9,927,479 and shared dispositive power of 10,060,502. The amendment is signed May 14, 2026.
CarMax, Inc. plans to add Robert O’Shaughnessy to its Board of Directors, subject to shareholder approval at the 2026 Annual Meeting. At the same meeting, directors Shira Goodman and Mitchell Steenrod will retire and not stand for re-election.
O’Shaughnessy, age 60, is a former Executive Vice President and Chief Financial Officer of both PulteGroup, Inc. and Penske Automotive Group, and began his career at Ernst & Young. The Board has determined he qualifies as an independent director and expects him to serve on the Audit Committee if elected. He will receive compensation under CarMax’s non-employee director program, including cash retainers and restricted stock units.
Following the Annual Meeting, CarMax’s Board will have 11 directors, nine of whom are independent, with Tom Folliard as non-executive Chair and Mark O’Neil as Lead Independent Director. CarMax highlights its scale as the nation’s largest used auto retailer, noting sales of about 780,000 used vehicles and 540,000 wholesale vehicles in fiscal 2026, along with $8 billion in auto loan originations and a $16 billion finance portfolio.
CarMax is asking shareholders to vote at its June 23, 2026 virtual annual meeting on electing 11 directors, ratifying KPMG as auditor, approving executive pay on an advisory basis, and adopting an amended and restated 2002 Stock Incentive Plan.
The proxy highlights a major leadership transition: former CEO William Nash was terminated without cause effective December 1, 2025, director David McCreight served as interim CEO through March 15, 2026, and Keith Barr became President and CEO on March 16, 2026. The Board is also undergoing significant refreshment, adding four newer directors compared with last year, including two nominees suggested by shareholder Starboard Value LP.
For fiscal 2026, net earnings per diluted share were $1.68 versus $3.21 a year earlier, including negative impacts of $0.96 from impairment charges and $0.27 from restructuring. Total used unit sales fell 1.1%, comparable store used unit sales declined 2.0%, and wholesale units decreased 1.1%, while CarMax Auto Finance generated income of $562.7 million, down 3.3%. The Compensation Committee approved a 30% annual bonus payout for named executives and is shifting future long-term incentives toward performance stock units and market stock units to reduce dilution.
The proxy emphasizes ongoing governance and ESG practices, including annual director elections, majority voting, proxy access, the ability for eligible shareholders to call special meetings, and an independent Technology and Innovation Committee that oversees cybersecurity and AI-related risks. CarMax reports achieving a 50% reduction in Scope 1 and 2 greenhouse gas emissions versus a 2018 baseline by the end of 2025, operating on 100% renewable electricity in 2025, and maintaining a 22-year streak on Fortune’s “100 Best Companies to Work For” list.
CarMax EVP & CFO Enrique N. Mayor-Mora reported routine equity compensation activity. He received a grant of 22,898 restricted stock units (RSUs), which the company calls market stock units (MSUs). These RSUs will vest on May 1, 2029, and then convert into CarMax common shares.
On the same date, 1,015 shares of common stock were disposed of at $38.53 per share to satisfy tax withholding obligations, not as an open-market sale. After this tax-withholding disposition, Mayor-Mora directly owns 22,868 shares of CarMax common stock and holds 22,898 RSUs that may settle into up to twice that number of shares at payment, depending on performance terms.
CarMax EVP Jon G. Daniels reported routine equity compensation activity. On May 1, he had 822 shares of common stock withheld at $38.53 per share to cover tax obligations, a non-market disposition, leaving him with 1,957 directly held common shares.
He also received a grant of 14,655 restricted stock units, referred to as market stock units. These units carry no purchase price and are scheduled to vest on May 1, 2029, after which shares of CarMax common stock may be issued based on plan terms described in the footnotes.
CarMax EVP and Chief Innovation & People Officer Diane L. Cafritz reported routine equity compensation and related tax withholding. She received a grant of 22,898 restricted stock units, which CarMax refers to as market stock units. These units are scheduled to vest on May 1, 2029, and upon vesting may convert into between zero and up to twice the number of shares, depending on performance conditions. On the same date, 1,015 shares of common stock were withheld at $38.53 per share to cover tax obligations, leaving her with 9,564 shares of common stock held directly.
CarMax Inc. SVP, General Counsel & Secretary John M. Stuckey III reported compensation-related equity transactions. On May 1, 2026, he exercised restricted stock units, receiving 1,183 shares of CarMax common stock, and 357 shares were disposed of to cover tax obligations.
Following these transactions, he directly held 2,493 shares of common stock. He also received a new grant of 10,075 restricted stock units, which, according to the terms described, will vest on May 1, 2029 and be settled in shares of CarMax common stock based on performance-related formulas.
CarMax EVP and COO Charles Joseph Wilson reported routine equity compensation changes. He received a grant of 22,898 restricted stock units, referred to as market stock units (MSUs), which will convert into shares of CarMax common stock after they vest.
The MSUs vest on May 1, 2029, and the actual shares issued can range from zero up to twice the number of units, depending on performance conditions. On the same date, 1,015 shares of common stock were disposed of at $38.53 per share to cover tax obligations, leaving him with 19,025 common shares held directly.
CarMax EVP and CITO Shamim Mohammad reported routine equity compensation activity involving company stock and restricted stock units. On May 1, 2026, 1,015 shares of CarMax common stock at $38.53 per share were disposed of as a tax-withholding transaction, leaving him with 14,523 common shares held directly.
On the same date, he received a grant of 16,944 restricted stock units, which the company refers to as market stock units (MSUs). These RSUs are scheduled to vest on May 1, 2029. Upon payment, the number of common shares ultimately issued can range from zero up to two times the number of MSUs, depending on plan terms.