Every 8-K that Carmax (KMX) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow KMX and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KMX filings page.
CarMax, Inc. announced that Executive Vice President and Chief Innovation and People Officer Diane Cafritz will leave the company effective December 31, 2026. Under Section 7.3 of her Severance Agreement, she is eligible for a cash payment equal to 1.5 times the sum of her annual base salary and target annual bonus. An amendment to this agreement removes the target bonus component from that 1.5x calculation and instead makes her eligible to receive her full-year actual fiscal 2027 annual bonus under the company’s Annual Performance-Based Bonus Plan.
CarMax and Ms. Cafritz also entered into a Consulting Agreement under which she will provide services from January 1, 2027 through June 30, 2027. In return, she will receive compensation equal to half of her current annual base salary, totaling $360,500 for the six-month term. The agreement also extends by six months the existing non-solicitation and non-competition covenants, so they will run for two and a half years from her departure date. The amendment to the Severance Agreement and the Consulting Agreement are filed as Exhibits 10.1 and 10.2.
CarMax, Inc. held its 2026 Annual Meeting of Shareholders, where investors approved an amended and restated 2002 Stock Incentive Plan. The plan increases shares reserved for equity awards by 1,842,000 shares, adds a minimum vesting requirement, prohibits dividends on unvested awards, and extends the plan’s termination date to June 23, 2036. Shareholders elected all nominated directors for one-year terms and ratified KPMG LLP as independent auditor for fiscal 2027. They also approved the non-binding advisory vote on executive compensation and formally approved the amended Stock Incentive Plan.
CarMax reported first quarter fiscal 2027 results showing modest growth in sales but lower profit. Net sales and operating revenues rose 6.2% to $8.0 billion, driven by higher used and wholesale vehicle revenues. Combined retail and wholesale unit sales grew 3.3% to 392,357 vehicles.
Net earnings declined 11.8% to $185.6 million, and diluted EPS decreased to $1.31 from $1.38 as gross margin compressed. SG&A fell 3.7% to $635.2 million, improving cost leverage. CarMax Auto Finance contributed $140.2 million of income, down 1.0% year over year, while financing penetration increased to 43.3%.
CarMax also entered a new $500 million Term Loan Facility maturing in 2029, using proceeds mainly to pay down borrowings under its $2.0 billion unsecured revolving credit facility and for working capital and general corporate purposes. Management introduced a four‑pillar growth strategy focused on competitive pricing, seamless omni-channel experiences, maximizing value per transaction, and running a leaner cost structure.
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.
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, Inc. reported a fourth quarter net loss of $120.7 million, or ($0.85) per diluted share, compared with net earnings of $89.9 million or $0.58 a year earlier. The quarter included a non-cash goodwill impairment charge of $141.3 million and $33.9 million of restructuring charges, which together reduced earnings by $1.19 per share.
Total fourth quarter net sales and operating revenues were $5.95 billion, down 1.0% year over year, as retail used unit sales fell 0.8% and comparable store used unit sales declined 1.9%, while wholesale units grew 3.0%. Total gross profit fell 9.4% to $605.3 million, with retail used gross profit per unit down $207 to $2,115 and wholesale gross profit per unit down $105 to $940.
CarMax Auto Finance income decreased 9.8% to $143.7 million, reflecting lower auto loans outstanding after a prior non‑prime securitization and a higher provision for loan losses of $73.9 million. For fiscal 2026, net earnings were $247.3 million, or $1.68 per diluted share, down from $500.6 million or $3.21 in fiscal 2025. Adjusted net earnings per diluted share for the quarter were $0.34, excluding impairment and restructuring, versus $0.64 a year ago.
CarMax, Inc. disclosed that its Board has nominated William “Bill” Cobb and Jim Kessler to stand for election as new independent directors at the 2026 Annual Meeting. Both will join the company’s non-employee director compensation program, which includes an annual cash retainer and restricted stock units.
Cobb brings more than 30 years of consumer and technology leadership, including as CEO of Frontdoor and former CEO of H&R Block, while Kessler contributes over 20 years of automotive industry experience and currently serves as CEO of RB Global. Activist investor Starboard Value has agreed to withdraw its director nominations in light of constructive engagement and these Board additions.
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.
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. 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.
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.
CarMax, Inc. filed a current report to note that it has released its second quarter fiscal year 2026 results. The company states that it issued a press release on September 25, 2025 announcing these results.
The press release, titled “CarMax Reports Second Quarter Fiscal Year 2026 Results,” is furnished as Exhibit 99.1 and is incorporated by reference into the section covering results of operations and financial condition. No detailed financial figures are included in this report itself; instead, readers are directed to the accompanying press release for the full results.
CarMax (NYSE:KMX) filed an 8-K disclosing results of its 24 June 2025 Annual Meeting.
- All ten director nominees were re-elected, each receiving between 84%-98% of votes cast; 11.6 million broker non-votes were recorded.
- Shareholders ratified KPMG LLP as independent auditor for FY 2026 with 94% approval.
- The non-binding say-on-pay resolution passed (86% support).
- A shareholder proposal to grant a special-meeting right failed (36% support).
No other material business, strategic changes, or financial disclosures were included.
CarMax, Inc. (NYSE: KMX) filed a Form 8-K on June 20, 2025. The filing falls under Item 2.02, Results of Operations and Financial Condition, and simply notifies investors that the company has released its fiscal 2026 first-quarter results via a separate press release dated June 20, 2025 (furnished as Exhibit 99.1). No revenue, EPS, or other operating metrics are disclosed in this excerpt; therefore, investors will need to consult Exhibit 99.1 for the detailed financial performance.
The 8-K also lists Exhibit 104 (Inline XBRL cover page) and confirms that the document was signed by EVP & CFO Enrique N. Mayor-Mora. The company does not claim emerging-growth status and no additional material transactions or forward-looking statements are included.