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

~~May~~June 920, 2025

Date of Report (date of earliest event reported)

CARMAX, INC.

(Exact name of registrant as specified in its charter)


Virginia		1-31420	54-1821055
(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KMX	New 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



Item 2.02.			Results of Operations and Financial Condition.
			CarMax, Inc. (the “Company”) issued a press release on June 20, 2025, announcing its first 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 June 20, 2025, issued by CarMax, Inc., entitled “CarMax Reports First Quarter Fiscal Year 2026 Results.”
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

On May 9, 2025, CarMax, Inc. (the “Company”) announced that James Lyski, the Company’s Executive Vice President and Chief Growth and Strategy Officer, will be leaving the Company effective June 8, 2025. Mr. Lyski is eligible to receive the benefits provided under Section 7.3 of his previously filed severance agreement with the Company, as amended and restated effective December 1, 2023, and filed as Exhibit 10.1 to CarMax’s Quarterly Report on Form 10-Q, filed January 5, 2024 (File No. 1-31420).

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: May 15, 2025						By: /s/ John M. Stuckey, III
Dated: June 20, 2025						By: /s/ Enrique N. Mayor-Mora
						John M. Stuckey, III
						Enrique N. Mayor-Mora
						Senior Vice President, General Counsel
						Executive Vice President and
						and Corporate Secretary
						Chief Financial Officer

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