CARMAX INC (KMX) SEC Filings, May-Jun 2026

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, Inc. reported first-quarter fiscal 2027 results showing modest sales growth but softer profitability. Net sales and operating revenues rose to $8.01 billion, up 6.2% from the prior-year quarter, driven mainly by higher wholesale vehicle sales.

Net earnings declined to $185.6 million, down 11.8%, with diluted earnings per share of $1.31 versus $1.38 a year ago. Gross profit fell 4.4% to $854.4 million as used gross profit per unit dropped 9.6% to $2,177, while wholesale gross profit per unit was essentially flat at $1,046.

Used unit sales were 230,293, roughly unchanged year over year, and comparable-store used unit sales decreased 0.8%. Wholesale unit sales increased 8.4% to 162,064. CarMax Auto Finance income was $140.2 million, down 1.0%, as provision for loan losses remained elevated.

Operating cash flow was $17.6 million, significantly below $299.5 million in the prior-year period, reflecting higher growth in auto loans held for sale and working capital shifts. Total assets were $26.63 billion, with shareholders’ equity of $6.12 billion. Management notes leverage is slightly above its targeted range, and share repurchases remain paused, though the company reiterates plans to resume buybacks when conditions warrant.

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.

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.