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

~~February~~March 101, 2026

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

On ~~February~~March 101, 2026, ~~the~~CarMax, ~~Board~~Inc. ~~of Directors~~ (the “~~Board~~Company”) ofentered ~~CarMax,~~into ~~Inc.~~amended and restated severance agreements (~~the~~each, an “~~Company~~Amended and Restated Severance Agreement”) ~~appointed~~with ~~Keith~~certain ~~Barr~~of as the Company’s ~~President~~executive ~~and~~officers ~~Chief~~(each, ~~Executive~~an ~~Officer (~~“~~CEO~~Executive”), ~~effective~~including ~~March~~its 16currently serving named executive officers, ~~2026~~Enrique ~~(the~~Mayor-Mora, ~~“Effective~~Charles ~~Date”). The~~Joseph ~~Board~~Wilson ~~also~~and ~~appointed~~Shamim MrMohammad. The ~~Barr~~Amended toand ~~the~~Restated ~~Board~~Severance ~~and~~Agreement ~~increased~~amends ~~the~~and ~~size~~supersedes ofeach ~~the~~Executive’s ~~Board~~existing ~~from~~amended ~~nine~~and torestated ~~ten~~severance ~~directors~~agreement as(each, ofa ~~the~~“Prior ~~Effective~~Severance ~~Date~~Agreement”).

~~Mr.~~Under ~~Barr,~~the ~~age~~Amended ~~55,~~and ~~was~~Restated ~~Chief~~Severance ~~Executive~~Agreement, ~~Officer~~if ofthe ~~InterContinental~~Company ~~Hotels~~terminates ~~Group~~an ~~PLC~~Executive’s (employment without “~~IHG~~cause”), ~~one~~or ofif the ~~world’s~~Executive ~~largest~~resigns ~~hospitality~~for ~~companies~~“good ~~from~~reason” ~~July~~within ~~2017~~the ~~through~~two-year ~~June~~period ~~2023. Prior~~following toa ~~that,~~“change ~~Mr. Barr served~~ in ~~various~~control” ~~roles~~(with ateach ~~IHG~~of ~~since~~“cause”, ~~initially~~“good ~~joining~~reason” ~~the~~and ~~company~~“change in ~~2000,~~control” ~~including~~ as ~~Chief~~defined ~~Commercial~~in ~~Officer~~the ~~for~~Amended ~~four~~and ~~years~~Restated ~~and~~Severance asAgreement), ~~Chief~~the Executive ~~Officer~~will ofbe ~~IHG’s~~entitled ~~Greater~~to ~~China~~receive ~~business for four years. Mr. Barr currently serves on~~ the ~~board~~following ofseverance ~~directors of MGM Resorts International. Mr. Barr previously served as a director of Yum! Brands and IHG.~~ benefits:

~~Pursuant to the terms of Mr~~1.A ~~Barr’s~~cash ~~at-will~~severance ~~offer~~payment ~~letter with the Company entered into on February 10, 2026, he will receive an annual base salary of $1,250,000 and will be eligible for an annual target bonus~~ equal to ~~175% of his base salary~~1. ~~Mr.~~5 ~~Barr~~times ~~will also be eligible to receive~~ the ~~following~~sum ~~long-term~~of ~~equity~~(i) ~~incentive awards under~~ the ~~Company~~Executive’s ~~2002~~base ~~Stock~~salary ~~Incentive Plan, as amended~~ and ~~restated:~~ (aii) on the ~~Effective~~Executive’s ~~Date, a one-time sign-on grant of stock-settled restricted stock units (“Sign-On RSUs”) with a~~ target ~~grant~~bonus ~~date~~under ~~fair value of $1,000,000, which will vest on~~ the ~~first~~Company’s ~~anniversary of the grant date; (b) on the Effective Date, a one~~performance-~~time~~based ~~sign-on~~bonus ~~grant of options to purchase CarMax common stock with a target grant date fair value of $1~~plan,~~000,000,~~ ~~which~~payable ~~will vest ratably over a four-year period (“Sign-On Stock Options”); (c)~~ in ~~2026,~~39 inbiweekly connection with our annual equity award program, (i) a grant of stock options to purchase CarMax common stock with a target grant date fair value of $3,500,000, with the vesting period for such award determined at the time of grantinstallments; and ~~(ii) a grant of performance-based restricted stock units with a target grant date fair value of $3,500,000.~~

Mr. Barr is also entitled to relocation benefits in accordance with the Company’s relocation policy. The Company has also agreed to provide Mr. Barr temporary housing to assist him with his relocation. Mr. Barr will also be eligible to participate in the Company’s demo car program, receive tax and financial planning benefits, and participate in the Company’s benefits programs. In addition, Mr. Barr will be permitted to use the Company corporate aircraft for personal use, subject to a $200,000 cap per fiscal year.

In addition, as of the Effective Date, the Company and Mr. Barr will enter into a Company severance agreement (the “Severance Agreement”) that is in a form substantially similar to the Company’s Amended and Restated Severance Agreement, which form was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed on January 5, 2024, except for the following provisions:

1.If CarMax terminates Mr. Barr’s employment for any reason other than for “cause” or Mr. Barr terminates his employment for “good reason”, then he shall be entitled to, among other things, two times the sum of his base salary and his target annual bonus, payable in 52 biweekly installments.

2.Payment or reimbursement of the Company’s portion of the Executive’s applicable COBRA premiums for up to 18 months.

~~The~~All ~~foregoing~~other ~~summary~~terms of the ~~Sign-On~~Amended ~~RSUs, Sign-On Stock Options,~~ and ~~the~~Restated Severance Agreement are ~~each~~substantially ~~qualified~~similar ~~in their entirety by reference~~ to ~~the~~those ~~full text~~ of ~~the~~each ~~form~~Executive’s ofPrior ~~RSU grant agreement, the form of Stock Option grant agreement, and the~~ Severance Agreement~~, which are attached as Exhibits 10~~.1, 10.2, and 10.3 hereto, respectively, and incorporated herein by reference. The above description of Mr. Barr’s offer letter does not purport to be complete and is subject to, and is qualified in its entirety by reference to the full text of Mr. Barr’s offer letter, which will be filed as an exhibit to the next Annual Report on Form 10-K of the Company and is incorporated herein by reference.

~~There~~The ~~are~~form noof ~~family~~Amended ~~relationships between Mr. Barr~~ and ~~any~~Restated ~~director~~Severance orAgreement ~~executive~~is ~~officer~~attached ofhereto ~~the~~as ~~Company,~~Exhibit ~~and no arrangements or understandings between Mr~~10.1 ~~Barr~~ and ~~any~~is ~~other~~hereby ~~person~~incorporated ~~pursuant~~by toreference ~~which~~into hethis ~~was~~Item ~~selected~~5.02. The asforegoing ansummary ~~officer or a member~~ of the ~~Board. Mr.~~amendments ~~Barr~~to ~~has~~the noAmended ~~direct~~and orRestated ~~indirect~~Severance ~~material~~Agreement ~~interest~~is qualified in ~~any~~its ~~transaction~~entirety ~~required~~ to bethe ~~disclosed~~full ~~pursuant~~text toof ~~Item~~the ~~404(a)~~form of ~~Regulation~~Amended ~~S-K~~and Restated Severance Agreement.

In connection with the appointment of Mr. Barr as CEO, David W. McCreight will step down as the Company’s interim CEO effective as of the Effective Date. Effective March 16, 2026, the Board has re-appointed Mr. McCreight to the Company’s Compensation and Personnel Committee (the “Committee”) and Shira Goodman will step down from the Committee.

Item 7.01 Regulation FD Disclosure.

The Company’s press release regarding the matters described in Item 5.02 above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 7.01, including the exhibit attached hereto, is being furnished solely pursuant to Item 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 Item 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.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
10.1			Form of ~~Sign-On~~CarMax, ~~Restricted~~Inc. ~~Stock~~Amended ~~Unit~~and Restated Severance Agreement ~~with~~between ~~Keith~~CarMax, ~~Barr~~Inc. and the persons listed at the end of such Agreement.
10.2			Form of Sign-On Stock Option Agreement with Keith Barr
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.3			CarMax, Inc. Severance Agreement between CarMax, Inc. and Keith Barr

99.1			Press Release, dated February 12, 2026, issued by CarMax, Inc. entitled “CarMax Names Keith Barr as Chief Executive Officer”
104			Cover 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: February 12, 2026						By: /s/ John M. Stuckey, III
Dated: March 2, 2026						By: /s/ John M. Stuckey, III
						John M. Stuckey, III
						Senior Vice President, General Counsel
						and Corporate Secretary

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