KMX: Financial results · New financial obligation

Item 2.02. Results of Operations and Financial Condition. CarMax, Inc. (the “Company”) issued a press release on June 17, 2026, announcing its first quarter results. The press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference into this Item 2.02. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On June 15, 2026, CarMax, Inc. (the “Company”) and CarMax Auto Superstores, Inc. (“CASI” or the “Borrower”) entered into a term loan credit agreement (the “Credit Agreement”) with MUFG Bank, Ltd. (“MUFG”), as lender and as administrative agent, and the other lenders party thereto. The Credit Agreement provides for a term loan facility under which the Borrower has borrowed term loans in an aggregate principal amount of $500,000,000 (the “Term Loan Facility”). The Term Loan Facility will mature on June 15, 2029. The proceeds of the Term Loan Facility were used to pay down normal course borrowings under the Company’s $2.0 billion unsecured revolving credit facility and for other working capital and general corporate purposes. The borrowings and other obligations under the Credit Agreement are guaranteed by the Company and certain of its subsidiaries. The Credit Agreement includes customary covenants, including a covenant that requires as of the last day of any fiscal quarter the maintenance of (i) a consolidated net leverage ratio to be less than or equal to 3.75 to 1.00, subject to adjustment in connection with a material acquisition and (ii) a consolidated interest and rent coverage ratio to be greater than or equal to 2.00 to 1.00. The Credit Agreement also includes customary events of default, a cross-default provision and a change of control provision. If an event of de