CARMAX INC 8-K

What Happened
CarMax, Inc. filed an 8‑K on March 2, 2026 (effective March 1, 2026) announcing amended and restated severance agreements with certain executive officers, including named executive officers Enrique Mayor‑Mora, Charles Joseph Wilson and Shamim Mohammad. The new agreements replace prior severance agreements and specify benefits if an executive is terminated without “cause” or resigns for “good reason” within two years after a “change in control” (terms defined in the agreement).

Key Details

• Severance cash payment equal to 1.5 × (executive’s base salary + target bonus), payable in 39 biweekly installments.
• Company will pay or reimburse its portion of the executive’s applicable COBRA premiums for up to 18 months.
• The protections apply only if termination is without “cause” or resignation for “good reason” within two years following a defined “change in control.”
• The amended agreements supersede each executive’s prior severance agreement; other terms remain substantially similar.

Why It Matters
These changes formalize enhanced post‑change‑in‑control protections for CarMax’s senior leaders, potentially increasing the cost to the company in a change‑in‑control scenario. For investors, updated severance terms can affect compensation-related cash obligations and governance oversight of executive pay, but the filing does not announce any actual departure, change in control, or immediate cash payout. The full form of the amended agreement is filed as an exhibit to the 8‑K.