8-K 1 d21267d8k.htm 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant
to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2026 CARMAX AUTO OWNER TRUST 2026-3 (Issuing Entity with respect to Securities) (Central Index Key Number: 0002142044) CARMAX BUSINESS SERVICES, LLC (Sponsor with respect to Securities) (Central Key Index Number: 0001601902) CARMAX AUTO FUNDING LLC (Depositor with respect to Securities) (Central Key Index Number: 0001259380) Delaware (State or other
jurisdiction of incorporation or organization) 333-288943-07 (Commission File Number) 01-0794037 (Registrant’s IRS Employer Identification No.) 12800 Tuckahoe Creek Parkway Richmond, VA 23238-1115 (Address of principal executive offices of registrant, including zip Code) Registrant’s telephone number, including area code: (804) 935-4512 Former name or former address, if changed since last report: Not applicable Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the
Securities Act (§230.405 of this chapter) or Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01. Entry into a Material Definitive Agreement On July 14, 2026, CarMax Business Services, LLC (“CarMax Business Services”) and CarMax Auto Funding LLC (the “Depositor”) entered
into an Underwriting Agreement with Scotia Capital (USA) Inc., as representative of the several underwriters named therein (collectively, the “Underwriters”), whereby each of the Underwriters has severally agreed to purchase
$1,333,123,000 aggregate principal balance of various classes of Asset-backed Notes to be issued by CarMax Auto Owner Trust 2026-3 (the “Issuing Entity”), a Delaware statutory trust created
pursuant to that certain Trust Agreement, dated as of June 10, 2026, as will be amended and restated by the Amended and Restated Trust Agreement to be dated as of July 1, 2026 between the Depositor and Wilmington Trust, National
Association, as owner trustee (the “Owner Trustee”). The Underwriting Agreement provides that the obligations of the Underwriters are subject to specified conditions precedent and that the Underwriters will purchase the Offered Notes
(defined below). The sale of the Offered Notes has been registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”)
under a Registration Statement on Form SF-3 (Commission File No. 333-288943), filed on July 25, 2025. It is anticipated that the Notes will be issued on or
about July 22, 2026 (the “Issuance Date”). The Underwriting Agreement is attached as Exhibit 1.1. Item 8.01. Other Events. The registrant has filed
a final prospectus, dated July 14, 2026, setting forth a description of the collateral pool and the structure of $294,077,000 aggregate principal amount of the Class A-1 Asset-backed Notes (the
“Offered Class A-1 Notes”), $446,067,635 aggregate principal amount of the Class A-2 Asset-backed Notes (the “Offered Class A-2 Notes), $445,974,140 aggregate principal amount of the Class A-3 Asset-backed Notes (the “Offered Class A-3 Notes”), $80,707,125 aggregate principal amount of the Class A-4 Asset-backed Notes (the “Offered Class A-4 Notes”), $23,381,285 aggregate principal amount of the Class B Asset-backed Notes (the “Offered Class B Notes”), $25,387,478 aggregate principal amount of the
Class C Asset-backed Notes (the “Offered Class C Notes”) and $17,378,335 aggregate principal amount of the Class D Asset-backed Notes (the “Offered Class D Notes” and, together with the Offered Class A-1 Notes, the Offered Class A-2 Notes, the Offered Class A-3 Notes, the Offered Class A-4 Notes, the Offered Class B Notes and the Offered Class C Notes, the “Offered Notes”) by the Issuing Entity. Each of the Offered Notes is being offered publicly for sale. On the Issuance Date, the Issuing Entity will also issue $3,723,000 aggregate principal amount
of the Class A-1 Asset-backed Notes (the “Retained Class A-1 Notes”), $5,647,000 aggregate principal amount of the Class A-2 Asset-backed Notes (the “Retained Class A-2 Notes”), $5,647,000 aggregate principal amount of the Class A-3 Asset-backed Notes (the “Retained Class A-3 Notes”), $1,022,000 aggregate principal amount of the Class A-4 Asset-backed Notes (the “Retained Class A-4 Notes”), $296,000 aggregate principal amount of the Class B Asset-backed Notes (the
“Retained Class B Notes”), $322,000 aggregate principal amount of the Class C Asset-backed Notes (the “Retained Class C Notes”) and $220,000 aggregate principal amount of the Class D Asset-backed Notes
(the “Retained Class D Notes” and, together with the Retained Class A-1 Notes, the Retained Class A-2 Notes, the Retained Class A-3 Notes, the Retained Class A-4 Notes, the Retained Class B Notes and the Retained Class C Notes, the “Retained Notes” and, the
Retained Notes together with the Offered Notes, the “Notes”), which will initially be retained by the Depositor. On the Issuance Date, the
Depositor will enter into an Amended and Restated Trust Agreement, in substantially the form of which is filed as an exhibit hereto, with the Owner Trustee, relating to the Issuing Entity. On the Issuance Date, CarMax Business Services and the
Depositor will enter into a Receivables Purchase Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which specified motor vehicle retail installment sale contracts and related property will be sold by CarMax
Business Services to the Depositor. On the Issuance Date, the Issuing Entity, the Depositor and CarMax Business Services, as servicer (the “Servicer”), will enter into a Sale and Servicing Agreement, in substantially the form of which is
filed as an exhibit hereto, pursuant to which motor vehicle retail installment sale contracts and related property will be transferred by the Depositor to the Issuing Entity, and the Issuing Entity will engage CarMax Business Services to service
those assets. On the Issuance Date, the Issuing Entity will issue to the Depositor the Notes pursuant to an Indenture, in substantially the form of which is filed as an exhibit hereto, to be entered into between the Issuing Entity and U.S. Bank
Trust Company, National Association, as indenture trustee (the “Indenture Trustee”). On the Issuance Date, the Issuing Entity, the Indenture Trustee and CarMax Business Services, as administrator, will enter into an Administration
Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the administrator agrees to perform certain duties and obligations of the Issuing Entity and the Owner Trustee under the transaction documents. On the
Issuance Date, the Issuing Entity, the Servicer and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), will enter into an Asset Representations Review Agreement, in substantially
the form of which is filed as an exhibit hereto, pursuant to which the Asset Representations Reviewer will agree to perform, upon satisfaction of certain trigger events, reviews of certain receivables for compliance with the representations and
warranties made by CarMax Business Services and the Depositor about such receivables. On the Issuance Date, the Issuing Entity, the Servicer, the Indenture Trustee and U.S. Bank National Association, as securities intermediary (the “Securities
Intermediary”), will enter into a Securities Account Control Agreement, in substantially the form of which it is filed as an exhibit hereto. Legal opinions and a consent of Mayer Brown LLP are attached as Exhibit 5.1 and Exhibit 8.1. In connection with the offering of the Offered Notes, the chief executive officer of the Registrant has made the certifications required by Paragraph
I.B.1(a) of Form SF-3 attached as Exhibit 36.1. The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K. Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of July 
14, 2026, by and among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and Scotia Capital (USA) Inc., as representative of the several underwriters named therein. 4.1 Indenture, to be dated July 1, 2026, between CarMax Auto Owner Trust 2026-3 and U.S. Bank Trust Company, National Association, as indenture trustee. 4.2 Amended and Restated Trust Agreement, to be dated July 1, 2026, between CarMax Auto Funding LLC, as depositor, and Wilmington Trust, National Association, as owner trustee. 5.1 Opinion of Mayer Brown LLP, dated as of July 16, 2026, with respect to enforceability of securities. 8.1 Opinion of Mayer Brown LLP, dated as of July 16, 2026, with respect to tax matters. 23.1 Consent of Mayer Brown LLP (included as part of Exhibit 5.1 and Exhibit 8.1 ). 36.1 Depositor CEO Certification 99.1 Sale and Servicing Agreement, to be dated July 1, 2026, among CarMax Business Services, LLC, as servicer, CarMax Auto Funding LLC, as depositor, and CarMax Auto Owner Trust 2026-3. 99.2 Receivables Purchase Agreement, to be dated July 1, 2026, between CarMax Business Services, LLC, as seller, and CarMax Auto Funding LLC, as purchaser. 99.3 Administration Agreement, to be dated July 
1, 2026, among CarMax Business Services, LLC, as administrator, CarMax Auto Owner Trust 2026-3 and U.S. Bank Trust Company, National Association, as indenture trustee. 99.4 Asset Representations Review Agreement, to be dated July 
1, 2026, among CarMax Auto Owner Trust 2026-3, CarMax Business Services, LLC, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer. 99.5 Securities Account Control Agreement, to be dated July 
1, 2026, among CarMax Auto Owner Trust 2026-3, CarMax Business Services, LLC, as servicer, U.S. Bank Trust Company, National Association, as indenture trustee and as secured party and U.S. Bank National Association,
 as securities intermediary. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the depositor has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized. CarMax Auto Funding LLC (Depositor) Dated: July 16, 2026 By: /s/ Greg Dostich Name: Greg Dostich Title: Vice
President and Treasurer

CarMax Auto Owner Trust 2026-3 entered into a material underwriting agreement with Scotia Capital to issue $1.33 billion in asset-backed notes, enhancing CarMax's financial flexibility and supporting operational strategies.

On July 14, 2026, CarMax Business Services, LLC and CarMax Auto Funding LLC entered into a Material Definitive Agreement with Scotia Capital (USA) Inc., serving as the representative for the Underwriters. This agreement involves the underwriting of Asset-backed Notes totaling an aggregate principal balance of $1,333,123,000 to be issued by CarMax Auto Owner Trust 2026-3, a Delaware statutory trust established under a Trust Agreement. This transaction may enhance CarMax's financial flexibility and support its operational strategies moving forward.

CarMax Auto Owner Trust 2026-3

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