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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 ownership filing: The Vanguard Group filed Amendment No. 14 to a Schedule 13G/A reporting that it beneficially owns 0 shares of Common Stock, representing 0% of the class. The filing explains an internal realignment effective January 12, 2026, after which certain Vanguard subsidiaries report holdings separately in reliance on SEC Release No. 34-39538. The filing is signed by Ashley Grim on March 26, 2026.
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.
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.