KMX

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

December 18, 2025 Date of Report (date of earliest event reported)

CARMAX, INC.

(Exact name of registrant as specified in its charter)

Virginia 1-3142054-1821055

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

12800 Tuckahoe Creek Parkway 23238

Richmond, Virginia

(Address of Principal Executive Offices) (Zip Code)

(804) 747-0422 Registrant's telephone number, including area code

Not applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockKMXNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition. CarMax, Inc. (the “Company”) issued a press release on December 18, 2025, announcing its third quarter results.  The press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 2.02.

Item 9.01.Financial Statements and Exhibits. (d) Exhibits The following exhibit is being furnished pursuant to Item 2.02 above. 99.1 Press release, dated December 18, 2025, issued by CarMax, Inc., entitled “CarMax Reports Third Quarter Fiscal Year 2026 Results.” 104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 18, 2025By: /s/ Enrique N. Mayor-Mora

Enrique N. Mayor-Mora

Executive Vice President and Chief Financial Officer

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

November 4, 2025 Date of Report (date of earliest event reported)

CARMAX, INC.

(Exact name of registrant as specified in its charter)

Virginia 1-3142054-1821055

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

12800 Tuckahoe Creek Parkway 23238

Richmond, Virginia

(Address of Principal Executive Offices) (Zip Code)

(804) 747-0422 Registrant's telephone number, including area code

Not applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockKMXNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 5.02Departure 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 a grant date fair value of $3,600,000 under the Company’s 2002 Stock Incentive Plan, as amended and restated. The RSUs will be settled in stock and will vest on the first anniversary of the grant date; provided however, pro-rata vesting will be applied to the RSUs based upon the number of months served by Mr. McCreight as Interim President and Chief Executive Officer. While Mr. McCreight is serving as Interim President and Chief Executive Officer, he will not receive separate compensation for his service as a director of the Company, provided, however, that following his service as Interim President and Chief Executive Officer and subject to his continued service as a director of the Company, he will again be eligible to receive compensation for future service on the Board.

Mr. McCreight, age 62, has been a CarMax director since 2018. Mr. McCreight served as Executive Chair of Lulu’s Fashion Lounge Holdings, Inc., an online retail pl

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

September 25, 2025 Date of Report (date of earliest event reported)

CARMAX, INC.

(Exact name of registrant as specified in its charter)

Virginia 1-3142054-1821055

(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

12800 Tuckahoe Creek Parkway 23238

Richmond, Virginia

(Address of Principal Executive Offices) (Zip Code)

(804) 747-0422 Registrant's telephone number, including area code

Not applicable (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered Common StockKMXNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition. CarMax, Inc. (the “Company”) issued a press release on September 25, 2025, announcing its second quarter results.  The press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 2.02.

Item 9.01.Financial Statements and Exhibits. (d) Exhibits The following exhibit is being furnished pursuant to Item 2.02 above. 99.1 Press release, dated September 25, 2025, issued by CarMax, Inc., entitled “CarMax Reports Second Quarter Fiscal Year 2026 Results.” 104Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: September 25, 2025By: /s/ Enrique N. Mayor-Mora

Enrique N. Mayor-Mora

Executive Vice President and Chief Financial Officer