Business Context and Reporting Period
This Form 8-K, filed on November 6, 2025, covers events occurring on November 4, 2025, for CARMAX, INC. (NYSE: KMX). The filing primarily addresses significant leadership transitions and provides preliminary expectations for the third quarter of fiscal year 2026, with full results scheduled for release on December 18, 2025.
Key Financial Metrics
The filing text does not provide specific historical financial values for revenue, profit, cash flow, margins, debt, or liquidity. It references a press release containing "preliminary expectations" for the third quarter but does not disclose the numerical figures within this document.
Material Changes
- Executive Leadership: William D. Nash, President and Chief Executive Officer, was terminated effective December 1, 2025. He also resigned from the Board of Directors on the same date.
- Board Composition: The Board size will be reduced from ten to nine directors effective December 1, 2025, following Mr. Nash's resignation.
- Interim Appointments:
- David W. McCreight (current director) appointed as Interim President and CEO effective December 1, 2025.
- Thomas J. Folliard (current non-executive Chair) appointed as Interim Executive Chair of the Board effective December 1, 2025.
- Committee Changes: Mr. McCreight will step down from the Compensation and Personnel Committee during his interim tenure. Shira Goodman was appointed to the committee, and Mark O'Neil was appointed as chair.
Guidance, Outlook, and Compensation
Compensation for Interim CEO: David W. McCreight will receive an annual base salary of $1,200,000 and a grant of restricted stock units (RSUs) with a grant date fair value of $3,600,000. The RSUs vest on the first anniversary of the grant date, subject to pro-rata vesting based on months served. He will not receive separate director compensation while serving as Interim CEO.
Outlook and Risks: The Company has issued preliminary expectations for Q3 2026, which are not yet finalized and are subject to adjustment upon completion of financial closing procedures. The filing includes a standard cautionary statement regarding forward-looking information, noting that actual results may differ materially due to risks and uncertainties.
Investor Verification Checklist
- Verify the specific numerical values for Q3 2026 preliminary expectations in the attached press release (Exhibit 99.1) or the upcoming earnings release on December 18, 2025.
- Confirm the terms of William D. Nash's severance agreement referenced in the filing (Section 7.5 of the Amended and Restated Severance Agreement).
- Monitor the progress of the comprehensive search process for a permanent CEO successor.
- Review the full text of the press release for details on the "preliminary expectations" regarding sales, inventory, and margins mentioned in the forward-looking statement.