KMX.NYSECarmax INC

SCHEDULE: BlackRock Reports 11.4% Stake in CarMax Inc.

Sentiment:

Beneficial Ownership Report


BlackRock, Inc. has disclosed an 11.4% beneficial ownership stake in CarMax Inc., holding over 16.7 million shares of common stock.

Summary

  • BlackRock, Inc. reported beneficial ownership of 16,748,605 shares of CarMax Inc. common stock.
  • This represents 11.4% of the total outstanding common stock of CarMax Inc.
  • BlackRock holds sole voting power over 16,235,694 shares and sole dispositive power over 16,748,605 shares.
  • No shared voting or dispositive power was reported.
  • The filing is an Amendment No. 12 to previous Schedule 13G filings.
  • One BlackRock entity, iShares Core S&P Small-Cap ETF, holds more than 5% of CarMax Inc.'s total outstanding common stock.
  • The shares were acquired and are held in the ordinary course of business, not for the purpose of changing or influencing control of CarMax Inc.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of beneficial ownership and does not contain information that would significantly alter the sentiment towards CarMax Inc. It is a factual report of an existing investment.

Positives

  • Increased institutional ownership by a major asset manager like BlackRock can signal confidence in the company's long-term prospects.
  • The filing indicates the shares are held in the ordinary course of business, suggesting a passive investment strategy rather than an activist one.

Negatives

  • No specific negatives related to CarMax Inc. are present in this beneficial ownership disclosure.

Risks

  • The filing states that the securities were not acquired or held for the purpose of or with the effect of changing or influencing the control of the issuer, mitigating a potential risk of activist investor intervention.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding CarMax Inc.'s future performance or outlook.

Management Comments

  • BlackRock, Inc. certified that the securities were acquired and are held in the ordinary course of business and not for the purpose of or with the effect of changing or influencing the control of CarMax Inc.

Industry Context

BlackRock, Inc. is one of the world's largest asset managers, and its significant stake in CarMax Inc. reflects its broad investment strategies across various sectors, including automotive retail. Such large institutional holdings are common for publicly traded companies and can influence market perception and liquidity.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Attorney-in-fact for BlackRock, Inc.N/A (previous Power of Attorney revoked)Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, James Raby, Daniel Riemer, David Rothenberg, Brenda Schulz (acting severally)2025-01-21New Power of Attorney executed, revoking a prior one dated April 30, 2023.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Power of Attorney UpdateBlackRock, Inc. executed a new Power of Attorney, effective January 21, 2025, appointing several individuals as attorneys-in-fact for SEC and other regulatory filings, revoking a previous Power of Attorney dated April 30, 2023.2025-01-21Streamlines BlackRock's internal process for compliance filings by designating specific individuals with authority to execute necessary documents.

Related Party Transactions

  • iShares Core S&P Small-Cap ETF, an entity within the BlackRock group, holds more than 5% of the total outstanding common stock of CarMax Inc.

Stakeholder Impact

  • Shareholders: The disclosure of a significant institutional stake by BlackRock may provide a level of confidence or stability, as it indicates a major asset manager's continued investment in CarMax Inc.

Key Dates

DateDescription
2023-04-30Previous Power of Attorney revoked by BlackRock, Inc.
2025-01-21Execution date of the current Power of Attorney by BlackRock, Inc.
2025-10-31Date of event which requires filing of this statement.
2025-11-06Signature date of the Schedule 13G filing by BlackRock, Inc.

Keywords

CarMax, BlackRock, KMX, Schedule 13G, Beneficial Ownership, Institutional Investor, Common Stock, Investment Management, iShares

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