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.
CarMax SVP & Chief Product Officer Tyler Tuite reported the vesting and settlement of previously granted equity awards, acquiring common shares through derivative exercises rather than open-market purchases. On March 22, 2026, 986 and 308 market stock units (MSUs) vested, while 492 and 154 MSUs were forfeited under prior grants. These vested MSUs entitle Tuite to 611 and 195 shares of CarMax common stock, respectively, for a total of 806 shares to be settled. The MSUs will be settled in common stock, but the 611 and 195 shares will not be distributed to Tuite until at least six months after March 22, 2026. Following these transactions, Tuite holds 1,664 shares of CarMax common stock directly.
CarMax director David W. McCreight reported compensation-related equity activity. On March 16, 2026, he exercised 30,558 restricted stock units, receiving the same number of shares of CarMax common stock. The RSUs represented a grant where each unit converted into one share.
Of these acquired shares, 11,423 shares of common stock were surrendered to cover tax obligations associated with the vesting, a non-market disposition. Following these transactions, McCreight directly held 35,834 shares of CarMax common stock.
Footnotes state he had been granted 91,673 RSUs on December 26, 2025. The 30,558 RSUs that vested did so when he ceased serving as CarMax’s Interim President and Chief Executive Officer on March 16, 2026, while the remaining 61,085 RSUs from that grant were forfeited.
CarMax President and CEO Keith Barr reported equity awards consisting of stock options and common shares. He received stock options for 54,025 shares of common stock at an exercise price of $41.71 per share, expiring on March 16, 2033. The options vest in four equal annual installments on March 16 of 2027, 2028, 2029, and 2030 and were granted in tandem with stock appreciation rights that may provide cash value after a change in control. He was also granted 23,975 shares of common stock, bringing his direct holdings of common stock to 23,975 shares following the award.
CarMax Inc. director and executive Keith Barr has filed an initial insider ownership report. The filing identifies Barr as both a director and the company’s President and CEO. This Form 3 does not list any stock transactions or derivative positions and shows no buy, sell, acquire, or dispose activity.
Starboard Value announced it will file a preliminary proxy statement and universal proxy card to solicit votes to elect two nominees to CarMax’s board at the 2026 annual meeting. Starboard has nominated William C. Cobb and Jeffrey C. Smith.
Starboard reported aggregate beneficial ownership of 6,576,108 shares as of the close of business on March 10, 2026 and an updated aggregate of 6,201,362 shares as of the close of business on March 11, 2026. Each reporting group includes shares underlying forward purchase contracts exercisable within 60 days and notes economic exposure to 2,100,000 notional shares via cash‑settled total return swaps.
Starboard Value announced it will file a preliminary proxy statement and universal proxy card to solicit votes to elect two nominees to CarMax’s board at the 2026 annual meeting. Starboard has nominated William C. Cobb and Jeffrey C. Smith.
Starboard reported aggregate beneficial ownership of 6,576,108 shares as of the close of business on March 10, 2026 and an updated aggregate of 6,201,362 shares as of the close of business on March 11, 2026. Each reporting group includes shares underlying forward purchase contracts exercisable within 60 days and notes economic exposure to 2,100,000 notional shares via cash‑settled total return swaps.
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.