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 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.
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.
CarMax Inc. reported an insider equity grant for its interim executive chair, who also serves as a director. The individual received 25,465 restricted stock units (RSUs), each representing a contingent right to receive one share of CarMax common stock.
The RSUs are scheduled to vest on December 26, 2026, with the potential for earlier vesting under the terms of a previously filed Form of Notice of Restricted Stock Unit Grant for certain employee directors. Following this transaction, the reporting person beneficially owns 25,465 derivative securities directly in the form of RSUs linked to CarMax common shares.
CarMax, Inc. reported lower results for the quarter ended November 30, 2025. Net sales and operating revenues were $5.79 billion, down from $6.22 billion a year earlier, as both used and wholesale vehicle sales declined. Quarterly net earnings fell to $62.2 million from $125.4 million, with diluted EPS decreasing to $0.43 from $0.81, reflecting weaker gross profit and higher operating costs as a share of revenue.
For the first nine months, revenue was $19.94 billion versus $20.35 billion and net earnings were $368.0 million versus $410.7 million. CarMax Auto Finance contributed income of $174.7 million in the quarter, helped by a $27.0 million gain on a non-prime securitization of about $930 million of auto loans. The allowance for loan losses on auto loans held for investment increased to $474.8 million as of November 30, 2025.
Operating cash flow was strong at $2.34 billion for the nine months, aided by a large reduction in inventory. The company repurchased 10.49 million shares for $588.4 million year-to-date, reducing shares outstanding to 143.1 million. CarMax also amended and partially repaid its term loan, cutting the balance to $500 million and extending maturity to 2030.
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.