Every material Form 8-K CarMax has filed with the SEC since May 15, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
CarMax held a virtual Strategic Update on November 3, 2026, presenting a multi-year plan called Shift into GEAR and a financial framework through fiscal 2030. The company targets mid-single-digit used retail unit growth and mid-teens adjusted EPS growth, using fiscal 2026 adjusted EPS of $2.91 as the base, while maintaining a strong balance sheet and returning excess capital to shareholders. The filing contains targets rather than reported results, and it notes that Tier 2 lending expansion will pressure near-term auto finance income.
Targets mid-single-digit used retail unit CAGR and mid-teens adjusted EPS CAGR through fiscal 2030, using fiscal 2026 as the base
FY26 adjusted EPS of $2.91 is the base for the EPS CAGR target
Company expects $200 million run-rate savings exiting fiscal 2027 and plans CapEx of about $500 million per year starting in fiscal 2028
Tier 2 expansion is expected to pressure CarMax Auto Finance income in the near term due to upfront loss provisioning
CarMax appointed Darren W. Woodell as Vice President, Controller and Chief Accounting Officer, effective November 11, 2026, taking over principal accounting officer duties from Enrique N. Mayor-Mora, who remains Executive Vice President and Chief Financial Officer. The filing also details Woodell's compensation, including a $385,000 base salary and a $100,000 sign-on bonus, which is a routine accounting-leadership change with no change to the CFO role.
Darren W. Woodell, 50, most recently served as Vice President and Controller at Genworth Financial since February 2024.
Effective date is November 11, 2026; Enrique N. Mayor-Mora stays as Executive Vice President and CFO.
Compensation includes a $385,000 annual base salary, a $100,000 sign-on bonus, and stock-settled RSUs valued at $330,000 vesting on the third anniversary of grant.
CarMax reported second-quarter fiscal 2027 results for the period ended August 31, 2026, with total net revenues up 19.5% to $7.9 billion and net earnings of $165.3 million, or $1.16 per diluted share, versus $0.64 a year earlier. The company said it plans to resume share repurchases in the third fiscal quarter and will hold a Strategic Update on November 3, 2026.
Total net revenues rose 19.5% to $7.9 billion; net earnings rose 73.3% to $165.3 million
Diluted EPS of $1.16 versus $0.64 a year ago, an increase of 81.3%
Gross profit per retail used unit fell $111 to $2,105 amid pricing actions to support sales
Plans to resume share repurchases in Q3 fiscal 2027; $1.31 billion remained under the authorization as of August 31, 2026
CarMax said Executive Vice President and Chief Innovation and People Officer Diane Cafritz will leave the company effective December 31, 2026. She will provide consulting services from January 1, 2027 to June 30, 2027, for $360,500, and her severance terms were amended.
Departure effective December 31, 2026, announced July 31, 2026
Severance formula changed to 1.5 times base salary plus full-year actual fiscal 2027 annual bonus, replacing target bonus
Consulting agreement runs January 1, 2027 to June 30, 2027, paying $360,500 in total
Non-solicitation and non-compete terms extended by six months
At its June 23, 2026 annual meeting, CarMax shareholders approved an amended and restated 2002 Stock Incentive Plan that adds 1,842,000 shares for equity awards and extends the plan's termination date to June 23, 2036. Shareholders also re-elected the 11 director nominees, ratified KPMG LLP as auditor for fiscal 2027, and approved the advisory pay resolution for named executive officers.
Plan amendment adds 1,842,000 shares, adds a minimum vesting requirement with limited exceptions, bars dividend payments on unvested incentive awards, and extends the termination date from June 27, 2033 to June 23, 2036.
Plan approval vote: 109,927,642 for, 3,724,815 against, 1,666,088 abstaining.
Advisory say-on-pay vote: 107,869,976 for, 5,685,835 against, 1,762,734 abstaining.
KPMG LLP ratified as independent registered public accounting firm for fiscal year 2027 with 124,402,598 votes for and 1,969,402 against.
CarMax reported first quarter fiscal 2027 results for the period ended May 31, 2026, with net revenues up 6.2% to $8.0 billion while net earnings fell 11.8% to $185.6 million. The company also disclosed a $500 million term loan from MUFG Bank maturing June 15, 2029, and said it made no share repurchases in the quarter.
Net revenues rose 6.2% to $8.0 billion; diluted EPS was $1.31 versus $1.38 a year earlier
Gross profit fell 4.4% to $854.4 million; SG&A expenses decreased 3.7% to $635.2 million
No shares were repurchased in the quarter; $1.31 billion remained under the authorization as of May 31, 2026
On June 15, 2026, CarMax Auto Superstores borrowed $500 million under a term loan maturing June 15, 2029, with proceeds used to pay down revolving credit borrowings
CarMax said its Vice President, Controller and Principal Accounting Officer, Jill Livesay, plans to retire effective July 31, 2026, and that the retirement is not due to any disagreement with the company on operations, accounting or internal controls. Executive Vice President and Chief Financial Officer Enrique N. Mayor-Mora will take on the principal accounting officer role upon her retirement, with no added pay for the role.
Jill Livesay notified CarMax of her retirement plan on June 3, 2026; last day is July 31, 2026
Enrique N. Mayor-Mora, currently EVP and CFO, becomes principal accounting officer effective upon Livesay's retirement
Mayor-Mora, age 57, joined CarMax in 2011 and has served as CFO since 2019 (EVP since 2022)
No additional compensation for the principal accounting officer duties
CarMax said it intends to add Robert O'Shaughnessy, a former PulteGroup executive and Penske Automotive Group CFO, to its Board of Directors, subject to shareholder approval at the 2026 Annual Meeting. Directors Shira Goodman and Mitchell Steenrod will not stand for re-election at that meeting, and the company said their decisions did not result from any disagreement with the company.
O'Shaughnessy, age 60, was Executive Vice President and Chief Financial Officer of PulteGroup, Inc. from May 2011 until February 2025, and retired from PulteGroup in March 2026.
The company expects O'Shaughnessy to serve on the Audit Committee if elected.
After the Annual Meeting, the Board will have 11 directors, nine of them independent.
Goodman and Steenrod will remain on the Board until their terms end at the Annual Meeting.
CarMax reported a fourth-quarter fiscal 2026 net loss of $120.7 million, or $0.85 per diluted share, compared with earnings of $89.9 million, or $0.58 per share, a year earlier. The loss reflects a non-cash goodwill impairment of $141.3 million, and total gross profit fell 9.4% to $605.3 million on lower revenue of $5.95 billion, down 1.0%. Excluding the impairment and restructuring charges, adjusted EPS was $0.34 versus $0.64 a year ago.
Q4 net loss of $120.7 million, or $0.85 per diluted share, versus earnings of $0.58 per share a year earlier
Goodwill impairment of $141.3 million; adjusted EPS of $0.34 versus $0.64 a year earlier
Total gross profit down 9.4% to $605.3 million; retail used gross profit per unit down $207 to $2,115
Targeted SG&A savings raised to $200 million by end of fiscal 2027 from $150 million; Keith Barr became CEO effective March 16, 2026; share repurchases paused in Q4 after $50.4 million
CarMax said it intends to add William Cobb and Jim Kessler as directors, with both nominated for election at the 2026 Annual Meeting. The company said Starboard Value LP has agreed to withdraw its director nominations for that meeting after constructive engagement with the company.
William Cobb, age 69, has been CEO of Frontdoor, Inc. since 2022 and Chairman of its board since 2018.
Jim Kessler, age 53, has been CEO and a Director of RB Global, Inc. since 2023.
Starboard Value LP agreed to withdraw its director nominations for the 2026 Annual Meeting.
The Board determined both nominees are independent under NYSE listing standards.
On March 1, 2026, CarMax entered into amended and restated severance agreements with certain executive officers, including named executive officers Enrique Mayor-Mora, Charles Joseph Wilson and Shamim Mohammad. The new terms provide severance of 1.5 times base salary plus target bonus if an executive is terminated without cause, or resigns for good reason, within two years after a change in control. Shareholders should note the filing describes a change to pay arrangements for senior management, not a change in leadership.
Agreements dated March 1, 2026 supersede each executive's prior severance agreement.
Cash severance equals 1.5 times base salary plus target bonus, paid in 39 biweekly installments.
Company covers its portion of COBRA premiums for up to 18 months.
Other terms are described as substantially similar to the prior agreements; the form is filed as Exhibit 10.1.
CarMax appointed Keith Barr, former CEO of InterContinental Hotels Group, as President and CEO effective March 16, 2026, and added him to the Board, which grows from nine to ten directors. David McCreight steps down as interim CEO and returns to the Board as an independent director, so the change replaces the company's interim leadership with a permanent chief executive.
Keith Barr is set to receive an annual base salary of $1,250,000 and an annual target bonus of 175% of base salary.
Barr's sign-on awards include restricted stock units and stock options, each with a target grant date fair value of $1,000,000.
Barr's severance agreement provides two times the sum of base salary and target annual bonus if he is terminated without cause or resigns for good reason.
Tom Folliard remains Interim Executive Chair until the Annual Meeting in June 2026.
CarMax reported third-quarter fiscal 2026 net earnings of $62.2 million, or $0.43 per diluted share, down from $125.4 million, or $0.81, a year earlier. Retail used unit sales fell 8.0%, and gross profit dropped 12.9% to $590.0 million. The company also named David McCreight interim president and CEO effective December 1, 2025, and expects to lower retail used unit margins in the fourth quarter.
Net earnings were $62.2 million versus $125.4 million; diluted EPS was $0.43 versus $0.81, including a $0.08 impact from restructuring charges.
Retail used unit sales fell 8.0% to 169,557; gross profit per retail used unit was $2,235, down $71 from last year's third quarter record.
David McCreight was named interim president and CEO and Tom Folliard interim executive chair, effective December 1, 2025; a permanent CEO search is underway.
For the fourth quarter, CarMax expects lower retail used unit margins and higher marketing spend year over year.
CarMax terminated CEO William Nash, effective December 1, 2025, and named director David McCreight interim president and CEO, with Chair Tom Folliard becoming interim executive chair. The company also gave preliminary fiscal third-quarter figures, including comparable store used unit sales down 8%-12% and net earnings per diluted share of $0.18-$0.36, a range that includes $0.09 of non-recurring expenses. A permanent CEO search is underway.
Nash's employment ends and he leaves the board effective December 1, 2025; the board cites no disagreement over operations, policies or practices.
McCreight will receive a $1,200,000 annual base salary and RSUs with a $3,600,000 grant date fair value as interim CEO.
Preliminary Q3 outlook: comparable store used unit sales down 8%-12%; net EPS $0.18-$0.36, including $0.09 of non-recurring expenses.
Marketing spend is expected to rise materially year-over-year in Q3; full Q3 results are due December 18, 2025.
CarMax reported second quarter fiscal 2026 results for the period ended August 31, 2025. Net earnings fell 28.2% to $95.4 million, and diluted earnings per share were $0.64 versus $0.85 a year earlier, as retail used unit sales declined 5.4% and the CarMax Auto Finance loan loss provision rose. The company also set plans for at least $150 million in SG&A reductions over the next 18 months.
Net earnings were $95.4 million versus $132.8 million a year earlier; diluted EPS was $0.64 versus $0.85.
Retail used unit sales fell 5.4% to 199,729 units, and total gross profit decreased 5.6% to $717.7 million.
CarMax Auto Finance provision for loan losses rose to $142.2 million from $112.6 million, and CAF income fell 11.2% to $102.6 million.
The company established plans for SG&A reductions of at least $150 million over the next 18 months and repurchased $180.0 million of shares in the quarter.
CarMax reported first-quarter fiscal 2026 results for the quarter ended May 31, 2025, in a press release furnished as Exhibit 99.1. Net earnings rose 38.0% to $210.4 million, or $1.38 per diluted share, from $0.97 a year earlier, as total gross profit grew 12.8% to $893.6 million. CarMax Auto Finance income fell 3.6% to $141.7 million because the provision for loan losses rose to $101.7 million from $81.2 million, and the company repurchased $199.8 million of its stock during the quarter.
Diluted earnings per share were $1.38, up from $0.97; net earnings were $210.4 million, up 38.0%.
Retail used unit sales rose 9.0% to 230,210 units, and comparable store used unit sales rose 8.1%.
Total gross profit was $893.6 million, up 12.8%; SG&A rose 3.3% to $659.6 million.
The company repurchased $199.8 million of common stock, and $1.74 billion remained under the authorization as of May 31, 2025.
CarMax announced that James Lyski, its Executive Vice President and Chief Growth and Strategy Officer, will leave the company effective June 8, 2025. He is eligible for severance benefits under his existing agreement, which was filed with the company's January 2024 quarterly report.
Departure announced May 9, 2025; effective date June 8, 2025
Role: Executive Vice President and Chief Growth and Strategy Officer
Severance eligibility under Section 7.3 of agreement amended and restated effective December 1, 2023
The filing does not name a successor or state the reason for the departure
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