Business Context and Reporting Period
Company: CARMAX, INC.
Filing Type: Form 8-K (Current Report)
Date of Report: March 1, 2026
Principal Executive Offices: Richmond, Virginia
Reporting Period: The filing reports on events occurring on March 1, 2026, specifically regarding executive compensation arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and executive compensation terms.
Material Changes
Executive Severance Agreements: On March 1, 2026, CarMax, Inc. entered into amended and restated severance agreements with certain executive officers, including named executives Enrique Mayor-Mora, Charles Joseph Wilson, and Shamim Mohammad. These agreements supersede prior severance arrangements.
- Triggering Events: Benefits apply if employment is terminated without "cause" or if an executive resigns for "good reason" within two years following a "change in control."
- Severance Payment: A cash payment equal to 1.5 times the sum of the executive's base salary and target bonus, payable in 39 biweekly installments.
- Health Benefits: Payment or reimbursement of the company's portion of COBRA premiums for up to 18 months.
Guidance, Outlook, and Risks
Management Commentary: The filing states that all other terms of the new agreements are substantially similar to the prior agreements. No specific financial guidance, outlook, or discussion of general business risks is provided in this document.
Contingencies: The severance benefits are contingent upon specific termination scenarios (without cause or for good reason) occurring within a defined window after a change in control.
Investor Verification Checklist
- Verify the specific definitions of "cause," "good reason," and "change in control" in the attached Exhibit 10.1.
- Confirm the current base salary and target bonus figures for the named executives to calculate potential severance liabilities.
- Review the full text of Exhibit 10.1 for any additional terms not summarized in Item 5.02.
- Check subsequent filings for any actual change in control events that might trigger these agreements.