CARMAX INC

CarMax shareholders approved amendments to the 2002 Stock Incentive Plan at the 2026 Annual Meeting, increasing shares reserved for issuance by 1,842,000, adding a minimum vesting requirement, prohibiting dividends on unvested awards, and extending the plan's termination date to June 23, 2036. Additionally, shareholders elected directors, ratified KPMG LLP as the independent auditor for fiscal year 2027, and approved the non-binding advisory resolution on executive compensation.

CarMax reported mixed results for Q1 2027, with net sales increasing by 6.2% to $8.01 billion. However, net earnings decreased by 11.8% to $185.6 million, resulting in diluted EPS of $1.31, down from $1.38 in the prior year. Gross profit also declined by 4.4% to $854.4 million. The company saw a significant decrease in net cash provided by operating activities and an increase in its allowance for loan losses, reflecting a shift in credit mix.

CarMax reported first quarter fiscal 2027 results with net revenues up 6.2% to $8.0 billion and combined retail and wholesale unit sales up 3.3%. However, comparable store used unit sales declined slightly, and gross profit per retail used unit decreased by $230. The company also announced a new four-pillar strategy for growth focused on offering, experience, value, and efficiency. Additionally, CarMax entered into a $500 million term loan credit agreement.

CarMax announced that Jill Livesay, Vice President, Controller, and Principal Accounting Officer, will retire from the company effective July 31, 2026. Her decision to retire is not a result of any disagreement with CarMax's operations, policies, or accounting practices. Concurrently, Enrique N. Mayor-Mora, who currently serves as the Executive Vice President and Chief Financial Officer, will be appointed as the company's Principal Accounting Officer, effective upon Ms. Livesay's retirement. Mr. Mayor-Mora, with 15 years of experience at CarMax, will not receive any additional compensation for this new role.

CarMax, Inc. announced its intention to add Robert T. O Shaughnessy to its Board of Directors, pending shareholder approval at the 2026 Annual Meeting. Mr. O Shaughnessy brings extensive financial, operational, and direct auto industry expertise, having served as EVP and CFO for PulteGroup and Penske Automotive Group. Concurrently, Shira Goodman and Mitchell Steenrod will retire and not seek re-election, with their decisions not stemming from any disagreement with the company. Following the Annual Meeting, the Board will consist of 11 directors, with nine independent.

CarMax announced significant leadership changes, appointing Keith Barr as President and CEO effective March 16, 2026, following the departure of Bill Nash and an interim period with David McCreight. The company also detailed board refreshment, with three new independent director nominees and the new CEO joining the slate, while two long-serving directors are retiring. Shareholders are invited to the virtual annual meeting on June 23, 2026, to vote on director elections, auditor ratification, executive compensation, and an amended stock incentive plan. The company acknowledged a need for change following fiscal 2026 net earnings per diluted share of $1.68, a decrease from the prior year.

CarMax, Inc. has filed its annual report on Form 10-K for the fiscal year ended February 28, 2026. The filing confirms the company's status as a well-known seasoned issuer and a large accelerated filer, indicating compliance with SEC reporting requirements. As of August 31, 2025, the aggregate market value of its common stock held by non-affiliates was approximately $9.06 billion.

CarMax reported a net loss of ($0.85) per diluted share for Q4 FY26, significantly impacted by a $0.99 non-cash goodwill impairment and $0.20 in restructuring charges. Excluding these items, adjusted net earnings per diluted share was $0.34. Combined retail and wholesale unit sales saw a modest increase of 0.7%, though retail used unit sales decreased by 0.8% and gross profit per retail unit declined. The company announced increased targeted SG&A reductions to $200 million by the end of fiscal year 2027 and the appointment of Keith Barr as President and CEO.

CarMax reported a net loss of ($0.85) per diluted share for Q4 FY26, significantly down from $0.58 a year ago, primarily due to a $0.99 non-cash goodwill impairment and $0.20 in restructuring charges. Excluding these items, adjusted net earnings per diluted share was $0.34. The company saw a slight increase in combined retail and wholesale unit sales by 0.7%, driven by a 3.0% rise in wholesale units, while retail used unit sales declined 0.8%. CarMax also increased its targeted SG&A reductions to $200 million by the end of fiscal year 2027.

CarMax, Inc. has nominated William C. Cobb and James Kessler to stand for election as new directors at the company's 2026 Annual Meeting. Mr. Cobb brings over 30 years of leadership experience from consumer-facing and technology-focused businesses, including CEO roles at Frontdoor, Inc. and H&R Block, Inc., and senior positions at eBay Inc. Mr. Kessler adds more than 20 years of automotive industry expertise, currently serving as CEO of RB Global, Inc. and previously holding leadership roles at Caliber Collision and ABRA Auto Body & Glass. These nominations aim to enhance the Board's strategic oversight with diverse experience in technology, consumer markets, and the automotive sector.