KMXNYSESEC EDGAREDGAR

CARMAX INC

Retail-Auto Dealers & Gasoline Stations·RICHMOND, VA·FY end 02/28·CIK 1170010

Board of Directors

10 members · 8 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Peter J. BensenDirector7y62Audit$333,254
Sona ChawlaDirector8y57CompTech$314,004
Thomas J. FolliardChair19y60$494,073
Shira GoodmanDirector18y64NCG$305,254
David W. McCreightDirector7y62Comp$286,004
William D. NashCEO and Director9y56
Mark F. O'NeilDirector6y66AuditTech$307,004
Pietro SatrianoDirector7y62Audit$294,004
Marcella ShinderDirector10y58NCGTech$288,254
Mitchell D. SteenrodLead Independent Director14y58AuditNCG$348,861

Risk-factor diff

FY 2026 10-K vs. FY 2025
+36 new34 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2026

We are subject to a variety of risks, the most significant of which are described below.  Our business, sales, results of operations and financial condition could be materially adversely affected by any of these risks. These disclosures reflect the company’s beliefs and opinions as to factors that could materially and adversely affect the company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occu…

NEW · FY 2026

industry.  Failure to develop and execute strategies to compete in the used vehicle marketplace and to adapt to the increasing use of digital and online tools to market, buy, sell and finance used vehicles could adversely affect

NEW · FY 2026

Automotive retailing is a highly competitive and fragmented business.  Our competition includes publicly and privately owned new and used car dealers and online and mobile sales platforms, as well as millions of private individuals.  Competitors buy and sell the same or similar makes of vehicles that we offer in the same or similar markets at competitive prices.  New car dealers leverage their franchise relationships with automotive manufacturers to brand certain used cars as “certified pre-owned,” which could provide those competitors with an advantage over CarMax.

NEW · FY 2026

Some of our competitors have replicated or attempted to replicate portions of our consumer offer, including our use of competitive, no-haggle prices and our commitment to buy a customer’s vehicle even if they do not purchase one from us.

NEW · FY 2026

Competitors using online focused business models, both for direct sales and consumer-to-consumer facilitation, have and could continue to materially impact our business model, sales and results of operations. Increased online used vehicle offerings and the growing consumer trend of buying vehicles online adds competition in a segment that is growing and could result in lower-than-expected retail margins, and could have a material adverse effect on our business, sales and results of operations. Further, existing e-commerce businesses have and could continue to enter the online new and used ve…

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.