CarMax Files 8-K on Operations and Personnel

TL;DR

CarMax dropped an 8-K detailing financial results and exec changes. Check it.

AI Summary

CarMax, Inc. filed an 8-K on November 6, 2025, reporting on events as of November 4, 2025. The filing covers results of operations, financial condition, director and officer changes, and other events. It also includes information on compensatory arrangements for certain officers and financial statements.

Why It Matters

This filing provides investors with crucial updates on CarMax's financial performance and any significant changes in its leadership or executive compensation, impacting their investment decisions.

Risk Assessment

Risk Level: low — This is a routine 8-K filing providing standard corporate disclosures and does not indicate any immediate or unusual risks.

Key Players & Entities

• CARMAX INC (company) — Registrant
• Virginia (location) — State of incorporation
• 541821055 (organization_id) — EIN
• 12800 Tuckahoe Creek Parkway (address) — Principal Executive Offices
• Richmond (location) — City of Principal Executive Offices
• VA (location) — State of Principal Executive Offices
• 23238 (postal_code) — Zip Code of Principal Executive Offices
• ( 804 ) 747-0422 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $1,200,000 — eive an annual base salary at a rate of $1,200,000 per year, and a grant of restricted sto
• $3,600,000 — "RSUs") with a grant date fair value of $3,600,000 under the Company's 2002 Stock Incentiv

Filing Documents

• kmx-20251104.htm (8-K) — 39KB
• november2025kmxceotransiti.htm (EX-99.1) — 34KB
• image_0.jpg (GRAPHIC) — 4KB
• 0001170010-25-000125.txt ( ) — 244KB
• kmx-20251104.xsd (EX-101.SCH) — 2KB
• kmx-20251104_def.xml (EX-101.DEF) — 17KB
• kmx-20251104_lab.xml (EX-101.LAB) — 28KB
• kmx-20251104_pre.xml (EX-101.PRE) — 17KB
• kmx-20251104_htm.xml (XML) — 3KB

02

Item 2.02 Results of Operations and Financial Condition. On November 6, 2025, CarMax, Inc. (the "Company," "we," "our" or "CarMax") issued a press release announcing certain preliminary expectations with respect to its third quarter results and the management changes described below. The Company intends to report its third quarter results on December 18, 2025. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Termination of Chief Executive Officer and Resignation from the Board On November 4, 2025, the Board of Directors of the Company (the "Board") terminated the employment of William D. Nash, the Company's President and Chief Executive Officer, effective December 1, 2025, pursuant to and in accordance with Section 7.5 of Mr. Nash's Amended and Restated Severance Agreement with the Company, which was filed as Exhibit 10.2 to CarMax's Quarterly Report on Form 10-Q filed on January 5, 2024. In connection with Mr. Nash's separation, Mr. Nash resigned from the Board, effective December 1, 2025. Mr. Nash's resignation was not the result of any disagreement related to any matter involving the Company's operations, policies or practices. In connection with Mr. Nash's resignation, the size of the Board will be reduced by one director such that the Board consists of nine directors, effective December 1, 2025. Appointment of Interim President and Chief Executive Officer On November 4, 2025, the Board appointed David W. McCreight, a current director of the Board, as Interim President and Chief Executive Officer, effective December 1, 2025. The Board has been and continues to engage in a comprehensive search process to identify a permanent successor for Mr. Nash. In his role as Interim President and Chief Executive Officer, Mr. McCreight will receive an annual base salary at a rate of $1,200,000 per year, and a grant of restricted stock units ("RSUs") with

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. The Company's press release regarding the matters described in Item 2.02 and Item 5.02 above is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Items 2.02 and Item 7.01, including the exhibit attached hereto, is being furnished solely pursuant to Items 2.02 and 7.01 of Form 8-K. Consequently, such information is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. Further, the information in Items 2.02 and 7.01, including Exhibit 99.1, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Cautionary Statement Regarding Forward-Looking Information We caution readers that the statements contained in this Form 8-K that are not statements of historical fact, including statements about our future business plans, operations, challenges, opportunities or prospects, including without limitation any statements or factors regarding our preliminary financial outlook and results for the third quarter of fiscal year 2026, expected succession matters, operating capacity, sales, inventory, market share, financial and operational targets and goals, revenue, margins, expenses, liquidity, loan originations, capital expenditures, share repurchase plans, debt obligations or earnings, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of words such as "anticipate," "believe," "could," "enable," "estimate," "expect," "focused on," "intend," "may," "outlook," "plan," "positioned," "predict," "should," "target," "will" and other similar expressions, whether in the negative

01 Other Events

Item 8.01 Other Events. On November 4, 2025, the Board appointed Thomas J. Folliard, who currently serves as its non-executive Chair, as Interim Executive Chair of the Board, effective December 1, 2025. Mr. Folliard, age 60, has been the Company's non-executive Chair since 2016 and a director since 2006.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. 99.1 Press Release, dated November 6, 2025, issued by CarMax, Inc. entitled "CarMax Announces Leadership Changes". 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARMAX, INC. (Registrant) Dated: November 6, 2025 By: /s/ John M. Stuckey, III John M. Stuckey, III Senior Vice President, General Counsel and Corporate Secretary