Did CarMax report any disagreements related to accounting or controls in connection with Livesay’s retirement?

CarMax states that Jill Livesay’s decision to retire is not the result of any disagreement regarding the company’s operations, policies, accounting principles, financial statements, or internal controls. The filing presents the move as a planned retirement rather than a dispute-driven departure.

Does Enrique Mayor-Mora have any related-party transactions requiring disclosure under Regulation S-K at CarMax?

CarMax indicates that Enrique N. Mayor-Mora has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K . The company also notes he has no family relationships with its directors or executive officers.

CarMax (NYSE: KMX) CFO adds principal accounting officer duties after PAO retires

Q: Will Enrique Mayor-Mora receive extra compensation for the principal accounting officer role at CarMax (KMX)?

CarMax specifies that Enrique N. Mayor-Mora will not receive any adjustment to his compensation or additional pay for performing the functions of principal accounting officer. He will retain his existing Executive Vice President and Chief Financial Officer compensation structure.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CarMax, Inc. announced that Vice President, Controller and Principal Accounting Officer Jill Livesay plans to retire from the company effective at the close of business on July 31, 2026. The company states her retirement is not due to any disagreement over operations, accounting principles, financial statements, or internal controls.

Upon her retirement, Executive Vice President and Chief Financial Officer Enrique N. Mayor-Mora, who has been with CarMax for 15 years and is age 57, will also serve as the company’s principal accounting officer. He will assume the PAO responsibilities without any change or addition to his current compensation.

The filing notes that there are no special arrangements or understandings related to Mr. Mayor-Mora’s selection, no family relationships with the company’s directors or executive officers, and no material interests in transactions that would require disclosure under Item 404(a) of Regulation S-K.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Retirement effective date: July 31, 2026 Retirement notice date: June 3, 2026 Executive age: 57 years +1 more

4 metrics

Retirement effective date July 31, 2026 Effective close of business for PAO retirement

Retirement notice date June 3, 2026 Date Jill Livesay notified the company

Executive age 57 years Age of Enrique N. Mayor-Mora

Tenure at CarMax 15 years Enrique N. Mayor-Mora’s service with the company

Key Terms

principal accounting officer, Item 404(a) of Regulation S-K, emerging growth company

3 terms

principal accounting officer financial

"appointed Enrique N. Mayor-Mora ... as the Company’s principal accounting officer"

The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.

Item 404(a) of Regulation S-K regulatory

"no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/08/2026 - 04:13 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

June 3, 2026

Date of Report (date of earliest event reported)

CARMAX, INC.

(Exact name of registrant as specified in its charter)


Virginia		1-31420	54-1821055
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

12800 Tuckahoe Creek Parkway			23238
Richmond,	Virginia
(Address of Principal Executive Offices)			(Zip Code)

(804) 747-0422

Registrant's telephone number, including area code

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KMX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 3, 2026, Jill Livesay, the Vice President, Controller and Principal Accounting Officer of CarMax, Inc. (the “Company”), notified the Company of her plan to retire from the Company effective as of the close of business on July 31, 2026. Ms. Livesay’s decision to retire is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices, including any matter relating to the Company’s accounting principles, financial statements, or internal controls.

In connection with Ms. Livesay’s notice of retirement, the Company appointed Enrique N. Mayor-Mora, currently serving as the Company’s Executive Vice President and Chief Financial Officer, as the Company’s principal accounting officer (“PAO”), effective upon Ms. Livesay’s retirement.

Mr. Mayor-Mora, age 57, has been with the Company for 15 years. Mr. Mayor-Mora joined the Company in 2011 as Vice President, Finance before assuming the role of Vice President and Treasurer in 2016. Mr. Mayor-Mora was promoted to Senior Vice President and Chief Financial Officer in 2019, and in 2022, he was promoted to Executive Vice President and Chief Financial Officer. Prior to joining the Company, he served as Vice President of Financial Planning and Analysis and Investor Relations at Denny’s Corporation from 2005 to 2011. He also served in financial positions of increasing responsibility at Gap, Inc. from 2001 to 2005.

Mr. Mayor-Mora will not receive any adjustment to his compensation or any additional compensation in connection with performing the functions of the Company’s PAO.

There are no arrangements or understandings between Mr. Mayor-Mora and any other persons pursuant to which he was selected as an officer or as the PAO of the Company, he has no family relationships with any of the Company's directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						CARMAX, INC.
						(Registrant)


Dated: June 8, 2026						By: /s/ John M. Stuckey, III
						John M. Stuckey, III
						Senior Vice President, General Counsel
						and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What executive change did CarMax (KMX) disclose in this 8-K filing?

CarMax disclosed that Vice President, Controller and Principal Accounting Officer Jill Livesay plans to retire on July 31, 2026. Following her retirement, Executive Vice President and Chief Financial Officer Enrique N. Mayor-Mora will also serve as the company’s principal accounting officer.

When is CarMax executive Jill Livesay scheduled to retire?

CarMax states that Vice President, Controller and Principal Accounting Officer Jill Livesay will retire effective as of the close of business on July 31, 2026. Her decision is described as not stemming from any disagreement with the company’s operations or accounting matters.

Who will become CarMax’s principal accounting officer after Livesay retires?

CarMax appointed Executive Vice President and Chief Financial Officer Enrique N. Mayor-Mora as principal accounting officer, effective upon Jill Livesay’s retirement on July 31, 2026. He will take on the PAO role in addition to his existing CFO responsibilities.

Will Enrique Mayor-Mora receive extra compensation for the principal accounting officer role at CarMax (KMX)?

CarMax specifies that Enrique N. Mayor-Mora will not receive any adjustment to his compensation or additional pay for performing the functions of principal accounting officer. He will retain his existing Executive Vice President and Chief Financial Officer compensation structure.

Filing Exhibits & Attachments

4 documents