{"cached_at":"2026-10-14T09:54:31.029888+00:00","cl_docket_id":"71868212","docket":{"resource_uri":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","id":71868212,"court":"https://www.courtlistener.com/api/rest/v4/courts/mdd/","court_id":"mdd","original_court_info":null,"idb_data":null,"clusters":["https://www.courtlistener.com/api/rest/v4/clusters/10982459/","https://www.courtlistener.com/api/rest/v4/clusters/10781728/"],"audio_files":[],"assigned_to":"https://www.courtlistener.com/api/rest/v4/people/373/","referred_to":"https://www.courtlistener.com/api/rest/v4/people/9303/","bankruptcy_information":null,"absolute_url":"/docket/71868212/in-re-carmax-inc-securities-litigation/","date_created":"2025-11-03T13:48:14.381047-08:00","date_modified":"2026-10-09T10:35:39.654537-07:00","source":1,"appeal_from_str":"","assigned_to_str":"James K. Bredar","referred_to_str":"Timothy J. Sullivan","panel_str":"","date_last_index":null,"date_cert_granted":null,"date_cert_denied":null,"date_argued":null,"date_reargued":null,"date_reargument_denied":null,"date_filed":"2025-11-03","date_terminated":"2026-09-24","date_last_filing":"2026-09-23","case_name_short":"","case_name":"In Re Carmax, Inc. Securities Litigation","case_name_full":"","slug":"in-re-carmax-inc-securities-litigation","docket_number":"1:25-cv-03602","docket_number_core":"2503602","docket_number_raw":"1:25-cv-03602","docket_number_source":0,"federal_dn_office_code":"1","federal_dn_case_type":"cv","federal_dn_judge_initials_assigned":"JKB","federal_dn_judge_initials_referred":"","federal_defendant_number":null,"pacer_case_id":"593842","cause":"15:78m(a) Securities Exchange Act","nature_of_suit":"890 Other Statutory Actions","jury_demand":"Plaintiff","jurisdiction_type":"Federal Question","appellate_fee_status":"","appellate_case_type_information":"","mdl_status":"","filepath_ia":"","filepath_ia_json":"","ia_upload_failure_count":null,"ia_needs_upload":true,"ia_date_first_change":"2025-11-03T13:48:14.365299-08:00","date_blocked":null,"blocked":false,"appeal_from":null,"parent_docket":null,"tags":[],"panel":[]},"parties":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/20237667/","id":20237667,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13857591/","attorney_id":13857591,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":10}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Plaintiff","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2026-07-22T06:32:39.230200-07:00","date_modified":"2026-07-22T06:32:39.230214-07:00","name":"City of Birmingham Retirement and Relief System","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/19555622/","id":19555622,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13857592/","attorney_id":13857592,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13857592/","attorney_id":13857592,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428774/","attorney_id":13428774,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428774/","attorney_id":13428774,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428776/","attorney_id":13428776,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428776/","attorney_id":13428776,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428777/","attorney_id":13428777,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428777/","attorney_id":13428777,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Defendant","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2026-04-02T06:57:23.855951-07:00","date_modified":"2026-04-02T06:57:23.855960-07:00","name":"Jon G. Daniels","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/19555621/","id":19555621,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428779/","attorney_id":13428779,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Movant","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2026-04-02T06:57:23.748385-07:00","date_modified":"2026-04-02T06:57:23.748397-07:00","name":"Indiana Public Retirement System","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/19555620/","id":19555620,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428778/","attorney_id":13428778,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Movant","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2026-04-02T06:57:23.656922-07:00","date_modified":"2026-04-02T06:57:23.656932-07:00","name":"Steven M. Smith","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/19555619/","id":19555619,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428768/","attorney_id":13428768,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428768/","attorney_id":13428768,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428769/","attorney_id":13428769,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428769/","attorney_id":13428769,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428770/","attorney_id":13428770,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428770/","attorney_id":13428770,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428771/","attorney_id":13428771,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428772/","attorney_id":13428772,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428772/","attorney_id":13428772,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428773/","attorney_id":13428773,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Plaintiff","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2026-04-02T06:57:23.103417-07:00","date_modified":"2026-04-02T06:57:23.103426-07:00","name":"Excavator Union","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/19555618/","id":19555618,"attorneys":[],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"In Re","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2026-04-02T06:57:22.625945-07:00","date_modified":"2026-04-02T06:57:22.625954-07:00","name":"In Re Carmax, Inc. Securities Litigation","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/16625032/","id":16625032,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13857592/","attorney_id":13857592,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13857592/","attorney_id":13857592,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428774/","attorney_id":13428774,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428774/","attorney_id":13428774,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428775/","attorney_id":13428775,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428775/","attorney_id":13428775,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428776/","attorney_id":13428776,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428776/","attorney_id":13428776,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428777/","attorney_id":13428777,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428777/","attorney_id":13428777,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Defendant","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2025-11-03T21:06:24.540584-08:00","date_modified":"2025-11-03T21:06:24.540594-08:00","name":"Enrique N. Mayor-Mora","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/16625031/","id":16625031,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13857592/","attorney_id":13857592,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13857592/","attorney_id":13857592,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428774/","attorney_id":13428774,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428774/","attorney_id":13428774,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428775/","attorney_id":13428775,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428775/","attorney_id":13428775,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428776/","attorney_id":13428776,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428776/","attorney_id":13428776,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428777/","attorney_id":13428777,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428777/","attorney_id":13428777,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Defendant","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2025-11-03T21:06:24.525127-08:00","date_modified":"2025-11-03T21:06:24.525139-08:00","name":"William D. Nash","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/16625030/","id":16625030,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13857592/","attorney_id":13857592,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13857592/","attorney_id":13857592,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428774/","attorney_id":13428774,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428774/","attorney_id":13428774,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428775/","attorney_id":13428775,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428775/","attorney_id":13428775,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428776/","attorney_id":13428776,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428776/","attorney_id":13428776,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428777/","attorney_id":13428777,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428777/","attorney_id":13428777,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":4}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Defendant","date_terminated":null,"extra_info":"","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2025-11-03T21:06:24.505843-08:00","date_modified":"2025-11-03T21:06:24.505856-08:00","name":"CarMax, Inc.","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/16625029/","id":16625029,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/13428768/","attorney_id":13428768,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10846190/","attorney_id":10846190,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Plaintiff","date_terminated":null,"extra_info":"Individually and on behalf of all others similarly situated","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2025-11-03T21:06:24.122928-08:00","date_modified":"2025-11-03T21:06:24.122943-08:00","name":"Jason Cap","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/16624752/","id":16624752,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845946/","attorney_id":10845946,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845946/","attorney_id":10845946,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10846003/","attorney_id":10846003,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":10},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10846004/","attorney_id":10846004,"date_action":"2025-06-04","docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":6}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Claimant","date_terminated":"2025-03-27","extra_info":"TERMINATED: 03/27/2025","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2025-11-03T17:51:31.199966-08:00","date_modified":"2025-11-03T17:51:31.199975-08:00","name":"Navision Shipping DK A/S","extra_info":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/parties/16624717/","id":16624717,"attorneys":[{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845946/","attorney_id":10845946,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845946/","attorney_id":10845946,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845967/","attorney_id":10845967,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845962/","attorney_id":10845962,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845963/","attorney_id":10845963,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845963/","attorney_id":10845963,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845964/","attorney_id":10845964,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845964/","attorney_id":10845964,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":2},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845965/","attorney_id":10845965,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845966/","attorney_id":10845966,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845968/","attorney_id":10845968,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1},{"attorney":"https://www.courtlistener.com/api/rest/v4/attorneys/10845969/","attorney_id":10845969,"date_action":null,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"role":1}],"party_types":[{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Claimant","date_terminated":"2024-10-25","extra_info":"TERMINATED: 10/25/2024","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]},{"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","docket_id":71868212,"name":"Counter Claimant","date_terminated":"2024-10-25","extra_info":"TERMINATED: 10/25/2024","highest_offense_level_opening":"","highest_offense_level_terminated":"","criminal_counts":[],"criminal_complaints":[]}],"date_created":"2025-11-03T17:51:12.124652-08:00","date_modified":"2025-11-03T17:51:12.124662-08:00","name":"United States of America","extra_info":""}],"entries":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/481112842/","id":481112842,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/496836513/","id":496836513,"tags":[],"absolute_url":"/docket/71868212/58/in-re-carmax-inc-securities-litigation/","date_created":"2026-10-09T10:35:40.062990-07:00","date_modified":"2026-10-09T10:35:40.063003-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"58","attachment_number":null,"pacer_doc_id":"093016074453","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-10-09T10:35:40.036908-07:00","date_modified":"2026-10-09T10:35:40.045392-07:00","date_filed":"2026-09-23","time_filed":null,"entry_number":58,"recap_sequence_number":"2026-09-23.002","pacer_sequence_number":178,"description":"ORDER granting 49 Defendants' Motion to Transfer Case; directing clerk to transfer this case to the United States District Court for the Eastern District of Virginia and close this case. Signed by Judge James K Bredar on 9/23/2026. (bm5s, Deputy Clerk) (Entered: 09/23/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/479238153/","id":479238153,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/494882511/","id":494882511,"tags":[],"absolute_url":"/docket/71868212/57/in-re-carmax-inc-securities-litigation/","date_created":"2026-09-24T05:02:55.165716-07:00","date_modified":"2026-09-30T08:58:19.636800-07:00","sha1":"21d1b191506dc143904e2baa02680ae30e11cc70","page_count":12,"file_size":573599,"filepath_local":"recap/gov.uscourts.mdd.593842/gov.uscourts.mdd.593842.57.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.593842/gov.uscourts.mdd.593842.57.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 1 of 12\n\fCase 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 2 of 12\n\fCase 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 3 of 12\n\fCase 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 4 of 12\n\fCase 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 5 of 12\n\fCase 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 6 of 12\n\fCase 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 7 of 12\n\fCase 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 8 of 12\n\fCase 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 9 of 12\n\fCase 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 10 of 12\n\fCase 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 11 of 12\n\fCase 1:25-cv-03602-JKB Document 57 Filed 09/23/26 Page 12 of 12\n\f","ocr_status":null,"date_upload":"2026-09-24T05:04:11.645933-07:00","document_number":"57","attachment_number":null,"pacer_doc_id":"093016074421","is_available":true,"is_free_on_pacer":true,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-09-24T05:02:55.108245-07:00","date_modified":"2026-10-09T10:35:39.957955-07:00","date_filed":"2026-09-23","time_filed":null,"entry_number":57,"recap_sequence_number":"2026-09-23.001","pacer_sequence_number":176,"description":"MEMORANDUM OPINION. Signed by Judge James K Bredar on 9/23/2026. (bm5s, Deputy Clerk) (Entered: 09/23/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/473478734/","id":473478734,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/488945700/","id":488945700,"tags":[],"absolute_url":"/docket/71868212/56/in-re-carmax-inc-securities-litigation/","date_created":"2026-08-06T08:53:40.907164-07:00","date_modified":"2026-08-06T08:53:40.907185-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"56","attachment_number":null,"pacer_doc_id":"093015936386","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-08-06T08:53:40.880270-07:00","date_modified":"2026-08-06T08:53:40.887298-07:00","date_filed":"2026-08-03","time_filed":null,"entry_number":56,"recap_sequence_number":"2026-08-03.001","pacer_sequence_number":173,"description":"Memorandum re 49 MOTION to Transfer Case filed by CarMax, Inc., Jon G. Daniels, Enrique N. Mayor-Mora, William D. Nash.(Solomon, Paul) (Entered: 08/03/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/473478733/","id":473478733,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/488945699/","id":488945699,"tags":[],"absolute_url":"/docket/71868212/55/in-re-carmax-inc-securities-litigation/","date_created":"2026-08-06T08:53:40.845860-07:00","date_modified":"2026-08-06T08:53:40.845891-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"55","attachment_number":null,"pacer_doc_id":"093015935879","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-08-06T08:53:40.819817-07:00","date_modified":"2026-08-06T08:53:40.827028-07:00","date_filed":"2026-07-31","time_filed":null,"entry_number":55,"recap_sequence_number":"2026-07-31.002","pacer_sequence_number":170,"description":"Memorandum re 50 MOTION to Dismiss filed by CarMax, Inc., Jon G. Daniels, Enrique N. Mayor-Mora, William D. Nash.(Solomon, Paul) (Entered: 07/31/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/473478732/","id":473478732,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/488945698/","id":488945698,"tags":[],"absolute_url":"/docket/71868212/54/in-re-carmax-inc-securities-litigation/","date_created":"2026-08-06T08:53:40.791952-07:00","date_modified":"2026-08-06T08:53:40.791979-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"54","attachment_number":null,"pacer_doc_id":"093015935844","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-08-06T08:53:40.763525-07:00","date_modified":"2026-08-06T08:53:40.770614-07:00","date_filed":"2026-07-31","time_filed":null,"entry_number":54,"recap_sequence_number":"2026-07-31.001","pacer_sequence_number":167,"description":"-FILED IN ERROR- Memorandum re 49 MOTION to Transfer Case filed by CarMax, Inc., Jon G. Daniels, Enrique N. Mayor-Mora, William D. Nash.(Klein, Bradley) Modified on 8/3/2026 (bm5s). (Entered: 07/31/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471695866/","id":471695866,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487107607/","id":487107607,"tags":[],"absolute_url":"/docket/71868212/53/in-re-carmax-inc-securities-litigation/","date_created":"2026-07-22T06:32:43.731629-07:00","date_modified":"2026-07-22T06:32:43.745469-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"53","attachment_number":null,"pacer_doc_id":"093015861143","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-07-22T06:32:43.704561-07:00","date_modified":"2026-07-22T06:32:43.711450-07:00","date_filed":"2026-06-30","time_filed":null,"entry_number":53,"recap_sequence_number":"2026-06-30.003","pacer_sequence_number":162,"description":"RESPONSE in Opposition re 50 MOTION to Dismiss filed by Excavator Union. (Attachments: # 1 Attachment Declaration of Debra J. Wyman, # 2 Exhibit Ex. A to Declaration, # 3 Text of Proposed Order PO)(Sinclair, William) Modified on 7/1/2026 (bw5s). (Entered: 06/30/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471695865/","id":471695865,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487107606/","id":487107606,"tags":[],"absolute_url":"/docket/71868212/52/in-re-carmax-inc-securities-litigation/","date_created":"2026-07-22T06:32:43.671547-07:00","date_modified":"2026-07-22T06:32:43.685469-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"52","attachment_number":null,"pacer_doc_id":"093015861134","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-07-22T06:32:43.645247-07:00","date_modified":"2026-07-22T06:32:43.651631-07:00","date_filed":"2026-06-30","time_filed":null,"entry_number":52,"recap_sequence_number":"2026-06-30.002","pacer_sequence_number":160,"description":"***FILED IN ERROR BY COUNSEL*** MOTION to Dismiss The Complaint for Violations of The Federal Securities Laws by Excavator Union (Attachments: # 1 Attachment Declaration of Debra J. Wyman, # 2 Exhibit Ex. A to Declaration, # 3 Text of Proposed Order PO)(Sinclair, William) Modified on 7/1/2026 (av4s). (Entered: 06/30/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471695863/","id":471695863,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487107604/","id":487107604,"tags":[],"absolute_url":"/docket/71868212/51/in-re-carmax-inc-securities-litigation/","date_created":"2026-07-22T06:32:43.611805-07:00","date_modified":"2026-07-22T06:32:43.626067-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"51","attachment_number":null,"pacer_doc_id":"093015861111","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-07-22T06:32:43.580027-07:00","date_modified":"2026-07-22T06:32:43.592756-07:00","date_filed":"2026-06-30","time_filed":null,"entry_number":51,"recap_sequence_number":"2026-06-30.001","pacer_sequence_number":157,"description":"RESPONSE in Opposition re 49 MOTION to Transfer Case filed by Excavator Union. (Attachments: # 1 Attachment Declaration of Debra J. Wyman, # 2 Exhibit Ex. A to Declaration, # 3 Text of Proposed Order PO)(Sinclair, William) (Entered: 06/30/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471695862/","id":471695862,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487107603/","id":487107603,"tags":[],"absolute_url":"/docket/71868212/50/in-re-carmax-inc-securities-litigation/","date_created":"2026-07-22T06:32:43.548245-07:00","date_modified":"2026-07-22T06:32:43.561978-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"50","attachment_number":null,"pacer_doc_id":"093015752207","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-07-22T06:32:43.519712-07:00","date_modified":"2026-07-22T06:32:43.527022-07:00","date_filed":"2026-05-15","time_filed":null,"entry_number":50,"recap_sequence_number":"2026-05-15.002","pacer_sequence_number":155,"description":"MOTION to Dismiss by CarMax, Inc., Jon G. Daniels, Enrique N. Mayor-Mora, William D. Nash (Attachments: # 1 Memorandum in Support, # 2 Declaration of Paul A. Solomon, # 3 Exhibit A, # 4 Exhibit B, # 5 Exhibit C, # 6 Exhibit D, # 7 Exhibit E, # 8 Exhibit F, # 9 Exhibit G, # 10 Exhibit H, # 11 Exhibit I, # 12 Exhibit J, # 13 Exhibit K, # 14 Exhibit L, # 15 Exhibit M, # 16 Text of Proposed Order)(Solomon, Paul) (Entered: 05/15/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471695860/","id":471695860,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487107602/","id":487107602,"tags":[],"absolute_url":"/docket/71868212/49/in-re-carmax-inc-securities-litigation/","date_created":"2026-07-22T06:32:43.480462-07:00","date_modified":"2026-07-22T06:32:43.496441-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"49","attachment_number":null,"pacer_doc_id":"093015752147","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-07-22T06:32:43.447188-07:00","date_modified":"2026-07-22T06:32:43.454689-07:00","date_filed":"2026-05-15","time_filed":null,"entry_number":49,"recap_sequence_number":"2026-05-15.001","pacer_sequence_number":153,"description":"MOTION to Transfer Case by CarMax, Inc., Jon G. Daniels, Enrique N. Mayor-Mora, William D. Nash (Attachments: # 1 Memorandum in Support, # 2 Paul Solomon Declaration in Support of Motion to Transfer, # 3 Exhibit A to Paul Solomon's Declaration, # 4 Declaration of Craig Cronheim, # 5 Text of Proposed Order)(Solomon, Paul) (Entered: 05/15/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471695859/","id":471695859,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487107600/","id":487107600,"tags":[],"absolute_url":"/docket/71868212/48/in-re-carmax-inc-securities-litigation/","date_created":"2026-07-22T06:32:43.401463-07:00","date_modified":"2026-07-22T06:32:43.427516-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"48","attachment_number":null,"pacer_doc_id":"093015660446","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-07-22T06:32:43.368665-07:00","date_modified":"2026-07-22T06:32:43.375904-07:00","date_filed":"2026-04-09","time_filed":null,"entry_number":48,"recap_sequence_number":"2026-04-09.001","pacer_sequence_number":150,"description":"NOTICE of Appearance by Sarah E. Danehy on behalf of CarMax, Inc., Jon G. Daniels, Enrique N. Mayor-Mora, William D. Nash (Danehy, Sarah) (Entered: 04/09/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471695858/","id":471695858,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487107599/","id":487107599,"tags":[],"absolute_url":"/docket/71868212/47/in-re-carmax-inc-securities-litigation/","date_created":"2026-07-22T06:32:43.337261-07:00","date_modified":"2026-07-22T06:32:43.350407-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"47","attachment_number":null,"pacer_doc_id":"093015657513","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-07-22T06:32:43.310415-07:00","date_modified":"2026-07-22T06:32:43.317753-07:00","date_filed":"2026-04-08","time_filed":null,"entry_number":47,"recap_sequence_number":"2026-04-08.003","pacer_sequence_number":147,"description":"NOTICE of Appearance by Scott D Musoff on behalf of CarMax, Inc., Jon G. Daniels, Enrique N. Mayor-Mora, William D. Nash (Musoff, Scott) (Entered: 04/08/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471695856/","id":471695856,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487107597/","id":487107597,"tags":[],"absolute_url":"/docket/71868212/46/in-re-carmax-inc-securities-litigation/","date_created":"2026-07-22T06:32:43.277597-07:00","date_modified":"2026-07-22T06:32:43.291318-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"46","attachment_number":null,"pacer_doc_id":"093015657457","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-07-22T06:32:43.250361-07:00","date_modified":"2026-07-22T06:32:43.257531-07:00","date_filed":"2026-04-08","time_filed":null,"entry_number":46,"recap_sequence_number":"2026-04-08.002","pacer_sequence_number":141,"description":"NOTICE of Appearance by Allison Toner D'Antonio on behalf of CarMax, Inc., Jon G. Daniels, Enrique N. Mayor-Mora, William D. Nash (Toner D'Antonio, Allison) (Entered: 04/08/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471695855/","id":471695855,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487107596/","id":487107596,"tags":[],"absolute_url":"/docket/71868212/45/in-re-carmax-inc-securities-litigation/","date_created":"2026-07-22T06:32:43.218885-07:00","date_modified":"2026-07-22T06:32:43.232237-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"45","attachment_number":null,"pacer_doc_id":"093015657403","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-07-22T06:32:43.187085-07:00","date_modified":"2026-07-22T06:32:43.198851-07:00","date_filed":"2026-04-08","time_filed":null,"entry_number":45,"recap_sequence_number":"2026-04-08.001","pacer_sequence_number":138,"description":"NOTICE of Appearance by Paul Allan Solomon on behalf of Jon G. Daniels (Solomon, Paul) (Entered: 04/08/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/471695853/","id":471695853,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/487107594/","id":487107594,"tags":[],"absolute_url":"/docket/71868212/44/in-re-carmax-inc-securities-litigation/","date_created":"2026-07-22T06:32:43.154443-07:00","date_modified":"2026-07-22T06:32:43.169543-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"44","attachment_number":null,"pacer_doc_id":"093015655026","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-07-22T06:32:43.122125-07:00","date_modified":"2026-07-22T06:32:43.129227-07:00","date_filed":"2026-04-07","time_filed":null,"entry_number":44,"recap_sequence_number":"2026-04-07.001","pacer_sequence_number":135,"description":"WAIVER OF SERVICE Returned Executed by Excavator Union, City of Birmingham Retirement and Relief System. Jon G. Daniels waiver sent on 4/6/2026, answer due 6/5/2026.(Douglas, Kathleen) (Entered: 04/07/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/459457912/","id":459457912,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/474486017/","id":474486017,"tags":[],"absolute_url":"/docket/71868212/43/in-re-carmax-inc-securities-litigation/","date_created":"2026-04-02T06:57:26.994611-07:00","date_modified":"2026-07-22T06:32:43.101651-07:00","sha1":"9be47a87eb4b61f1e40473ac2868b4fc2a7cdb21","page_count":1,"file_size":615749,"filepath_local":"recap/gov.uscourts.mdd.593842/gov.uscourts.mdd.593842.43.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.593842/gov.uscourts.mdd.593842.43.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"Case 1:25-cv-03602-JKB Document 43 Filed 04/01/26 Pagelof1\n\nIN THE UNITED STATES DISTRICT\nFOR THE DISTRICT OF MARYLAND\n(Northern Division)\n\nJASON CAP, Individually and on Behalfof *\nAll Others Similarly Situated,\n\nPlaintiff,\nV. Civ. No. JKB-25-03602\nCARMAX, INC.,, et al.,\n\nDefendants.\n\nORDER\nUPON CONSIDERATION of Plaintiff's Unopposed Motion to Extend Page Limitation\nfor Lead Plaintiff's Complaint for Violation of the Federal Securities Laws (\u201cMotion\u201d), good cause\n\nhaving been shown, it is this / day of Point , 2026, hereby:\n\"7\n\nORDERED, that the Motion is GRANTED; and it is further,\n\nORDERED that ECF No. 39 shall be the operative pleading in this matter; and it is further,\n\nORDERED that Defendants shall respond thereto pursuant to the agreed upon schedule.\n\nLOQwme Mh LGM\n\nJudge\u2019 United States District Court for the\nDistrict of Maryland\n\n","ocr_status":1,"date_upload":"2026-05-18T09:46:59.413987-07:00","document_number":"43","attachment_number":null,"pacer_doc_id":"093015640999","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-04-02T06:57:26.933800-07:00","date_modified":"2026-07-22T06:32:43.077334-07:00","date_filed":"2026-04-01","time_filed":null,"entry_number":43,"recap_sequence_number":"2026-04-01.003","pacer_sequence_number":133,"description":"ORDER granting 40 Motion to Extend Page Limitation for Lead Plaintiff's Complaint for Violation of the Federal Securities Laws. Signed by Judge James K Bredar on 4/1/2026. (kk5s, Deputy Clerk) (Entered: 04/01/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/459457911/","id":459457911,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/474486016/","id":474486016,"tags":[],"absolute_url":"/docket/71868212/42/in-re-carmax-inc-securities-litigation/","date_created":"2026-04-02T06:57:26.895141-07:00","date_modified":"2026-07-22T06:32:43.052132-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"42","attachment_number":null,"pacer_doc_id":"093015640574","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-04-02T06:57:26.867619-07:00","date_modified":"2026-07-22T06:32:43.032598-07:00","date_filed":"2026-04-01","time_filed":null,"entry_number":42,"recap_sequence_number":"2026-04-01.002","pacer_sequence_number":131,"description":"Summons Issued 21 days as to Jon G. Daniels.(kk5s, Deputy Clerk) (Entered: 04/01/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/459457910/","id":459457910,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/474486015/","id":474486015,"tags":[],"absolute_url":"/docket/71868212/41/in-re-carmax-inc-securities-litigation/","date_created":"2026-04-02T06:57:26.834296-07:00","date_modified":"2026-07-22T06:32:43.009215-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"41","attachment_number":null,"pacer_doc_id":"","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-04-02T06:57:26.728606-07:00","date_modified":"2026-07-22T06:32:42.983647-07:00","date_filed":"2026-04-01","time_filed":null,"entry_number":41,"recap_sequence_number":"2026-04-01.001","pacer_sequence_number":null,"description":"QC NOTICE: 39 Complaint filed by Excavator Union was filed incorrectly. **This filing fee was paid in error - Finance department will process a refund for the duplicate filing fee paid. (kk5s, Deputy Clerk) (Entered: 04/01/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/459457909/","id":459457909,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/474486014/","id":474486014,"tags":[],"absolute_url":"/docket/71868212/40/in-re-carmax-inc-securities-litigation/","date_created":"2026-04-02T06:57:26.690099-07:00","date_modified":"2026-07-22T06:32:42.959283-07:00","sha1":"","page_count":null,"file_size":null,"filepath_local":null,"filepath_ia":"","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":"","ocr_status":null,"date_upload":null,"document_number":"40","attachment_number":null,"pacer_doc_id":"093015638750","is_available":false,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""}],"date_created":"2026-04-02T06:57:26.664204-07:00","date_modified":"2026-07-22T06:32:42.937541-07:00","date_filed":"2026-03-31","time_filed":null,"entry_number":40,"recap_sequence_number":"2026-03-31.004","pacer_sequence_number":125,"description":"MOTION for Leave to File Excess Pages by Excavator Union (Attachments: # 1 Text of Proposed Order)(Sinclair, William) (Entered: 03/31/2026)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/459457908/","id":459457908,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/71868212/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/474486013/","id":474486013,"tags":[],"absolute_url":"/docket/71868212/39/in-re-carmax-inc-securities-litigation/","date_created":"2026-04-02T06:57:26.632160-07:00","date_modified":"2026-07-22T06:32:42.897503-07:00","sha1":"f08319850d7f56135ba753869a4d1109d7a38a28","page_count":65,"file_size":1040217,"filepath_local":"recap/gov.uscourts.mdd.593842/gov.uscourts.mdd.593842.39.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.593842/gov.uscourts.mdd.593842.39.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 1 of 65\n\n\n\n\n UNITED STATES DISTRICT COURT\n\n DISTRICT OF MARYLAND\n\n NORTHERN DIVISION\n\n\nJASON CAP, Individually and on Behalf of ) Case No. 1:25-cv-03602-JKB\nAll Others Similarly Situated, )\n ) LEAD PLAINTIFF\u2019S COMPLAINT FOR\n Plaintiff, ) VIOLATIONS OF THE FEDERAL\n ) SECURITIES LAWS\n vs. )\n )\nCARMAX, INC., et al., )\n )\n Defendants.\n )\n )\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 2 of 65\n\n\n TABLE OF CONTENTS\n\n Page\n\nI. INTRODUCTION ...............................................................................................................1\n\nII. JURISDICTION ..................................................................................................................4\n\nIII. PARTIES .............................................................................................................................5\n\nIV. OVERVIEW OF DEFENDANTS\u2019 FRAUD .......................................................................8\n\n A. Background of CarMax\u2019s Business .........................................................................8\n\n B. CarMax\u2019s Pre-Class Period Initiatives to Grow Market Share and Profits\n in Retail and CAF ....................................................................................................9\n\n C. Defendants Concealed Massive Loan Losses Stemming from CarMax\u2019s\n Expansion into Subprime Lending.........................................................................13\n\n D. Defendants Finally Reveal Massive Losses Within CarMax\u2019s CAF\n Portfolio Requiring Significant Loan Loss Provisions and Terminate CEO\n Nash Due to the Company\u2019s Poor Financials and Declining Business\n Outlook ..................................................................................................................19\n\n E. Post-Class Period Events .......................................................................................22\n\nV. DEFENDANTS\u2019 MATERIALLY FALSE AND MISLEADING STATEMENTS\n AND OMISSIONS ............................................................................................................23\n\n A. 1Q26 Materially Misleading Statements and Omissions .......................................23\n\n B. 2Q26 Materially Misleading Statements and Omissions .......................................30\n\n C. Defendants\u2019 Class Period Statements Violated GAAP ..........................................32\n\n 1. GAAP Requirements .................................................................................33\n\n 2. 2022 and 2023 Loan Vintages ...................................................................36\n\n 3. Defendants\u2019 Under Provisioning was Material ..........................................42\n\nVI. LOSS CAUSATION AND ECONOMIC LOSS ...............................................................43\n\nVII. PRESUMPTION OF RELIANCE .....................................................................................50\n\nVIII. NO SAFE HARBOR .........................................................................................................52\n\nIX. CLASS ACTION ALLEGATIONS ..................................................................................53\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 3 of 65\n\n\n\n\n Page\n\n\n .......................................................................................................................................55\n\n Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Promulgated\n Thereunder Against All Defendants ......................................................................55\n\n ......................................................................................................................................59\n\n Violations of Section 20(a) of the Exchange Act Against All Defendants ........................59\n\nPRAYER FOR RELIEF ................................................................................................................60\n\nJURY TRIAL DEMANDED .........................................................................................................61\n\n\n\n\n - ii -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 4 of 65\n\n\n\n Lead Plaintiff, the Excavators Union Local 731 Pension Fund and the City of Birmingham\n\nRetirement and Relief System (\u201cLead Plaintiff\u201d), on behalf of itself and all others similarly\n\nsituated, by Lead Plaintiff\u2019s undersigned attorneys, for Lead Plaintiff\u2019s complaint against\n\nDefendants, allege the following based upon personal knowledge as to Lead Plaintiff and Lead\n\nPlaintiff\u2019s own acts, and upon information and belief as to all other matters based on the\n\ninvestigation conducted by and through Lead Plaintiff\u2019s attorneys, which included, among other\n\nthings, a review of certain United States Securities and Exchange Commission (\u201cSEC\u201d) filings by\n\nCarMax, Inc. (\u201cCarMax\u201d or \u201cCompany\u201d), Company press releases and earning calls, court filings\n\nin related litigation, analyst and media reports about the Company, price and volume data for\n\nCarMax securities, and other publicly available materials and data. Many of the facts supporting\n\nthe allegations are known only to the Defendants named herein, or are exclusively within their\n\ncustody and control. Lead Plaintiff believes that substantial evidentiary support will exist for the\n\nallegations set forth herein after a reasonable opportunity for discovery.\n\nI. INTRODUCTION\n\n 1. This securities class action is brought on behalf of all persons and entities who or\n\nwhich purchased or otherwise acquired CarMax publicly traded securities between June 20, 2025\n\nand November 5, 2025, inclusive (the \u201cClass Period\u201d). The claims asserted herein are alleged\n\nagainst CarMax, William D. Nash (\u201cNash\u201d), Enrique N. Mayor-Mora (\u201cMayor-Mora\u201d), and Jon\n\nG. Daniels (\u201cDaniels\u201d) (collectively, \u201cDefendants\u201d) and arise under Sections 10(b) and 20(a) of\n\nthe Securities Exchange Act of 1934 (the \u201cExchange Act\u201d) and Rule 10b-5 promulgated\n\nthereunder.\n\n 2. This complaint alleges that, throughout the Class Period, Defendants misled\n\ninvestors by failing to disclose that: (1) CarMax\u2019s CarMax Auto Finance (\u201cCAF\u201d) segment\u2019s first\n\nquarter 2026 (\u201c1Q26\u201d) loan loss provisions were inadequate to cover the losses from, among other\n -1-\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 5 of 65\n\n\n\nthings, CarMax\u2019s underperforming 2022 and 2023 vintage loans; (2) CarMax had an inventory\n\noversupply, coupled with depressed sales prices and declining sales of vehicles at its retail lots in\n\nthe first quarter of 2026 (\u201c1Q26\u201d); (3) this oversupply caused substantial depreciation in the value\n\nof CarMax\u2019s inventory; (4) CarMax\u2019s mid-2025 sales boost was largely driven by customers\n\nrushing to purchase used cars amid macroeconomic concerns, and not due to CarMax\u2019s unique\n\noperational offerings; and (5) based on the foregoing, Defendants materially understated loan loss\n\nprovisions, and overstated earnings while misleading investors about the Company\u2019s business,\n\noperations, and growth prospects.\n\n 3. For example, at the start of the Class Period, Defendants reported a $102 million\n\nloan loss provision for 1Q26 and assured the market that they had \u201cappropriately reserved and\n\nadjusted\u201d for increased loan loss provisioning stemming from underperforming 2022 and 2023\n\nCAF loans, and the loan loss provision was at its \u201chigh watermark\u201d in 1Q26. Defendants further\n\ntouted the Company\u2019s internal \u201cnew underwriting models and corresponding tests currently in\n\nplace\u201d and stated that \u201c[we] will carefully monitor the consumer behavior and the broader economy\n\nand will adjust our [CAF portfolio] origination strategy as needed.\u201d Defendants also\n\ncharacterized the \u201cuptick\u201d in used car sales during 1Q26 as \u201ca reflection of a lot of the work that\n\nwe\u2019ve done internally, whether it\u2019s the inventory management, it\u2019s our pricing, it is our savings,\n\nit\u2019s the omni channel experience, continuing to make that better\u201d and minimized the impact from\n\nmacroeconomic factors, like tariff \u201cspeculation\u201d or student loan repayments. These and other\n\nsimilar statements caused CarMax securities to trade at artificially inflated prices during the Class\n\nPeriod.\n\n 4. Unbeknownst to investors, the statements described above were false and\n\nmisleading, and omitted material information because CarMax\u2019s loan loss provisioning in 1Q26\n\n\n -2-\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 6 of 65\n\n\n\nwas inadequate to cover the known or severely recklessly disregarded loan losses stemming from,\n\namong other things, poorly performing 2022 and 2023 vintage loans. CAF\u2019s Executive Vice\n\nPresident (\u201cEVP\u201d) Daniels later admitted during the second quarter of 2026 (\u201c2Q26\u201d) that \u201cwe\n\nwatched [2022 and 2023 vintage borrowers] begin to struggle and continue to struggle a little bit\u201d\n\nand \u201cwe saw some of those customers coming back into delinquency and loss during Q1.\u201d\n\nDefendants further admitted that they were aware in 1Q26 that the Company contributed to an\n\noverstock of cars which caused drastic price and sales declines. Defendants explained that CarMax\n\nhad \u201cramped up [its] inventory ahead of the second quarter,\u201d and the Company was now taking\n\nmeasures to reduce inventory to correct this overstock, with Defendants admitting that \u201c[a]cross\n\nthe back half of May [i.e. during 1Q26], through the end of June we saw about $1,000 [per car] in\n\ndepreciation, which negatively impacted our price competitiveness and our sales.\u201d By the end of\n\nthe Class Period, Defendants further acknowledged that CarMax\u2019s 1Q26 positive earnings growth\n\nwas actually driven by macroeconomic factors, which motivated car purchases rather than\n\nreflecting increased demand generated by CarMax\u2019s underlying business initiatives, as Defendants\n\npreviously touted, and surprised investors with preliminary continued sharp declines in retail sales\n\nfor the third quarter of 2026 (\u201c3Q26\u201d).\n\n 5. The truth emerged through two corrective disclosures. First, on September 25,\n\n2025, CarMax reported disastrous 2Q26 financial results caused, in large part, by a $142 million\n\nincrease in loan loss provisioning for 2Q26, resulting in a 27% decrease in CAF income from the\n\nprior quarter. Defendants disclosed that $71 million of the increase in provisioning was primarily\n\nrelated to 2022 and 2023 vintage loans. CarMax further cited macro-economic related pull-\n\nforward of demand and inventory purchases in 1Q26 that left the Company with excess inventory\n\nand depressed car prices beginning in May 2025. On this news, CarMax\u2019s stock price fell 20.1%.\n\n\n -3-\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 7 of 65\n\n\n\nThen, on November 6, 2025, CarMax shocked investors when it disclosed that it had terminated\n\nthe employment of longtime CarMax executive and Chief Executive Officer (\u201cCEO\u201d) Nash and\n\nreported poor preliminary 3Q26 outlook, including a sharp decrease in used-car sales in the current\n\nquarter. On this news, CarMax\u2019s stock price plummeted an additional 24.3%.\n\n 6. As a result of Defendants\u2019 wrongful acts and omissions, and the resulting decline\n\nin the market value of CarMax\u2019s securities, Lead Plaintiff and the Class (defined herein) suffered\n\nsignificant losses and damages under the federal securities laws.\n\nII. JURISDICTION\n\n 7. The Exchange Act claims asserted herein arise under Sections 10(b) and 20(a) of\n\nthe Exchange Act, 15 U.S.C. \u00a7\u00a778j(b), 78t(a), 78t-1, and Rule 10b-5 promulgated thereunder by\n\nthe SEC, 17 C.F.R. \u00a7240.10b-5.\n\n 8. This Court has jurisdiction over the subject matter of this action pursuant to 28\n\nU.S.C. \u00a71331 and Section 27 of the Exchange Act, 15 U.S.C. \u00a778aa.\n\n 9. Venue is proper in this District pursuant to 28 U.S.C. \u00a71391(b)-(c), and Section 27\n\nof the Exchange Act, because CarMax conducts substantial business in this District, and many of\n\nthe acts and practices complained of herein occurred in substantial part in this District. In its Form\n\n10-K for the fiscal year ended February 28, 2025, filed with the SEC on April 11, 2025 (\u201cFY25\n\nForm 10-K\u201d), the Company states that \u201c[s]ince a large portion of our sales [are] generated in . . .\n\nWashington, D.C./Baltimore, our results of operations depend substantially on general economic\n\nconditions and consumer spending habits in these markets.\u201d\n\n 10. In connection with the challenged conduct, Defendants, directly or indirectly, used\n\nthe means and instrumentalities of interstate commerce, including, without limitation, the United\n\nStates mails, interstate telephone communications, and the facilities of the national securities\n\nmarkets.\n -4-\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 8 of 65\n\n\n\nIII. PARTIES\n\n 11. Lead Plaintiff Excavators Union Local 731 Pension Fund is a defined benefit plan\n\nthat purchased or otherwise acquired publicly traded securities of CarMax during the Class Period\n\nand has been damaged thereby, as set forth in the certification filed with the Court on January 2,\n\n2026. ECF 10-7.\n\n 12. Lead Plaintiff City of Birmingham Retirement and Relief System is a pension fund\n\nthat purchased or otherwise acquired publicly traded securities of CarMax during the Class Period\n\nand has been damaged thereby, as set forth in the certification filed with the Court on January 2,\n\n2026. ECF 10-7.\n\n 13. Defendant CarMax\u2019s principal executive offices are located in Richmond, Virginia.\n\nCarMax has multiple locations in this judicial district. The Company\u2019s common stock trades on\n\nthe New York Stock Exchange market (\u201cNYSE\u201d) under the ticker symbol \u201cKMX.\u201d\n\n 14. Defendant William D. Nash was the Company\u2019s CEO, President, and Director at\n\nall relevant times. Nash joined CarMax in 1997 as an auction manager and in 2007 was promoted\n\nto Vice President (\u201cVP\u201d) and later Senior VP of Merchandising. In 2011, he was named Sr.\n\nPresident of Human Resources and Administrative Services and then in 2012 was promoted to\n\nEVP of Human Resources and Administrative Services. In February 2016, he was promoted to\n\nPresident and in September 2016 was promoted to CEO, a member of the Board of Directors, and\n\nthe Company\u2019s Chief Operating Decision Maker (\u201cCODM\u201d). According to the Company\u2019s 1Q26\n\nand 2Q26 Forms 10-Q, as CODM, Nash \u201creview[ed] CAF income to assess CAF\u2019s performance\n\nand make operating decisions, including resource allocations,\u201d \u201creview[ed] the performance of our\n\nCarMax Sales Operations segment at the gross profit level\u201d and \u201cuse[d] gross profit to assess\n\nfinancial performance, monitor forecasted versus actual results and adjust pricing strategy.\u201d Nash\n\nserved in his roles from 2016 until November 6, 2025, when the Company announced that Nash\n -5-\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 9 of 65\n\n\n\nwas abruptly \u201cterminated\u201d as CEO, President, and resigned as a member of the Board, \u201ceffective\n\nas of December 1, 2025.\u201d As detailed below, Nash appeared on quarterly conference calls with\n\nMayor-Mora and Daniels, who are also named as Defendants herein, where he made materially\n\nmisleading statements and omissions to investors. Nash also signed the Company\u2019s FY25 Form\n\n10-K and 1Q26 Form 10-Q and the respective certifications required by the Sarbanes-Oxley Act\n\nof 2002 (\u201cSarbanes-Oxley\u201d) included therein.\n\n 15. Defendant Enrique N. Mayor-Mora is, and was at all relevant times, the Company\u2019s\n\nChief Financial Officer (\u201cCFO\u201d) and EVP. Mayor-Mora is \u201cresponsible for leading the financial\n\nplanning, accounting, treasury, internal audit, investor relations, tax, real estate, procurement, and\n\nfacilities functions for CarMax.\u201d According to the Company, Mayor-Mora was \u201cinstrumental in\n\ndriving CarMax\u2019s capital allocation strategy, which helped transform the company from a\n\ntraditional retailer to a leading omnichannel and e-commerce organization through investments in\n\nbuilding internal capability as well as through strategic investments and acquisitions.\u201d Prior to\n\njoining CarMax in 2011, Mayor-Mora served in executive finance roles at Denny\u2019s Corporation\n\nand Gap, Inc. Mayor-Mora received his MBA from Richard Ivey School of Business at Western\n\nUniversity and his Bachelor of Arts in economics from McGill University. As detailed below, as\n\nthe Company\u2019s CFO, Mayor-Mora appeared on quarterly conference calls with Nash and Daniels,\n\nwho are also named as Defendants herein, where he made materially misleading statements and\n\nomissions to investors. Mayor-Mora signed the Company\u2019s FY25 Form 10-K and 1Q26 Form 10-\n\nQ and the Sarbanes-Oxley certifications included therein.\n\n 16. Defendant Jon G. Daniels is, and was at all relevant times, the Company\u2019s EVP of\n\nCAF. As EVP of CAF, Daniels is \u201cresponsible for all strategic and managerial aspects of the\n\nfinancial experience at CarMax, including the approximately $18 billion capital finance company\n\n\n -6-\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 10 of 65\n\n\n\nas well as business relationships with all lending and ancillary product partners.\u201d According to\n\nthe Company, \u201cDaniels leads CAF\u2019s strategy to become a full spectrum lender, expanding CAF\u2019s\n\nability to reach a broader set of CarMax customers.\u201d Daniels joined CarMax in 2008 as the VP of\n\nRisks and Analytics, and in 2014 was promoted to Senior VP of CAF. Daniels has a Master of\n\nScience in operations from the University of Kentucky and a Bachelor of Arts in mathematics from\n\nFlagler College. As detailed below, as the EVP of CAF, Daniels appeared on quarterly conference\n\ncalls with Nash and Mayor-Mora, who are also named as Defendants herein, wherein he made\n\nmaterially misleading statements and omissions to investors.\n\n 17. Nash, Mayor-Mora, and Daniels are collectively referred to as the \u201cIndividual\n\nDefendants.\u201d\n\n 18. Each of the Individual Defendants was directly involved in the management and\n\nday-to-day operations of the Company at the highest levels and was privy to confidential\n\nproprietary information concerning the Company and its business, operations, services, products,\n\nand present and future business prospects during the time of their employment with the Company.\n\nIn addition, the Individual Defendants were involved in drafting, producing, reviewing, and\n\ndisseminating the misleading statements and information alleged herein, were aware of, or\n\nseverely recklessly disregarded, the misleading statements being issued regarding the Company,\n\nand approved or ratified these statements, in violation of the federal securities laws. Finally, each\n\nof the Individual Defendants was provided with copies of the documents alleged herein to be\n\nmisleading before or shortly after their issuance (e.g., Company press releases and SEC filings),\n\nparticipated in conference calls with investors during which misleading statements were made, and\n\nhad the ability and opportunity to prevent their issuance or cause them to be corrected.\n\n\n\n\n -7-\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 11 of 65\n\n\n\nIV. OVERVIEW OF DEFENDANTS\u2019 FRAUD\n\n A. Background of CarMax\u2019s Business\n\n 19. Incorporated in 1996, CarMax operates two reportable segments: (i) CarMax Sales\n\nOperations, which includes retail used vehicle sales, wholesale auctions, extended protection\n\nplans, and service operations; and (ii) CAF, which originates used-car loans for CarMax customers\n\nin accordance with underwriting standards established by management. CarMax markets itself as\n\nthe nation\u2019s largest retailer of used cars and one of the nation\u2019s largest providers of used vehicle\n\nfinancing, selling 789,050 used vehicles at retail during the fiscal year ended February 28, 2025\n\n(\u201cFY25\u201d)1 and servicing about 1.1 million customer accounts within its $17.59 billion CAF\n\nportfolio of managed receivables.\n\n 20. CarMax acknowledges that it operates in a \u201chighly competitive\u201d industry.\n\nAccording to the Company, the \u201cU.S. used car marketplace is highly fragmented and we face\n\ncompetition from franchised dealers, who sell both new and used vehicles; online and mobile sales\n\nplatforms; independent used car dealers; and private parties.\u201d As a result, CarMax claims to\n\nprovide \u201can unrivaled customer experience by offering a broad selection of quality used vehicles\n\nand related products and services at competitive, no-haggle prices using a customer-friendly sales\n\nprocess.\u201d Of importance, CarMax touts its omnichannel platform which gives its \u201cassociates,\n\nstores, technology and digital capabilities seamlessly tied together\u201d as \u201cempower[ing] our retail\n\ncustomers to buy a car on their terms \u2013 online, in-store or a seamless combination of both.\u201d\n\nCarMax asserts that its omnichannel platform is the \u201ckey differentiator\u201d in obtaining \u201caccess to\n\nthe largest total addressable market in the used car space.\u201d And according to CarMax, \u201c[t]his\n\n\n\n\n1\n CarMax\u2019s fiscal year does not follow the calendar year but begins on March 1.\n\n -8-\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 12 of 65\n\n\n\npositions us to deliver strong market share growth and significant year-over-year earnings growth\n\nfor years to come.\u201d\n\n 21. According to the Company\u2019s website, \u201cCAF is one of the top lenders in the used\n\nauto space, originating nearly $9 billion annually.\u201d CAF\u2019s primary competitors are banks and\n\ncredit unions that offer direct financing to customers purchasing used cars. The Company refers to\n\nCAF as a \u201ccompetitive advantage\u201d for the Company, and explains that its primary drivers for\n\ngrowth \u201care the growth in CarMax\u2019s retail used unit sales as well as increased penetration through\n\nfull credit spectrum lending.\u201d Through CAF, CarMax is able to manage its \u201creliance on third-\n\nparty finance providers and to leverage knowledge of our business to provide qualifying customers\n\na competitive financing option.\u201d CAF operates \u201cproprietary scoring models\u201d that rely on \u201cthe\n\ncredit history and other credit data\u201d of its customers, in addition to CAF\u2019s \u201chistorical experience\n\nto predict the likelihood of customer repayment.\u201d\n\n B. CarMax\u2019s Pre-Class Period Initiatives to Grow Market Share and Profits in\n Retail and CAF\n\n 22. As a result of COVID-19, and in response to increased competition from\n\ncompetitors such as Carvana, which allowed customers to make purchases online, CarMax made\n\nsignificant investments to its omnichannel platform in an effort to improve the car-buying\n\nexperience for its customers, beyond its brick-and-mortar storefronts. Prior to the start of the Class\n\nPeriod, during the Company\u2019s 4Q25 conference call, Mayor-Mora commented that the Company\n\nhad spent \u201cthe past several years\u201d in a \u201cheavy investment phase,\u201d in part, by \u201cinvesting in [its]\n\nomnichannel capabilities\u201d and \u201cefficiencies.\u201d Pointing to these investments, Mayor-Mora further\n\nhighlighted that the Company\u2019s omnichannel platform \u201cis [what has] enabled . . . strong margins,\n\nstrong growth and other GPU as well, exceeding retail units.\u201d Also during the 4Q25 conference\n\n\n\n\n -9-\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 13 of 65\n\n\n\ncall, Mayor-Mora touted CarMax as \u201can omnichannel retailer,\u201d stating that CarMax built a \u201cbig\n\ncompetitive moat\u201d that was \u201chard to replicate.\u201d\n\n 23. Central to maintaining a competitive edge and strong retail profits Defendants also\n\nneed to ensure the Company could properly manage inventory, as improper inventory management\n\ncould negatively affect vehicle pricing and profits. For example, in its FY25 Form 10-K, CarMax\n\nhighlighted its proprietary \u201ccentralized inventory management and pricing system\u201d as affording\n\nCarMax with \u201cpricing discipline\u201d and reducing the risk of vehicle depreciation. An oversupply of\n\nvehicles could result in a decline in the inventory\u2019s worth, or vehicle depreciation, which in turn\n\ncould cause CarMax to sell its vehicles at unfavorable prices in order to move inventory. For\n\nexample, during the Company\u2019s 4Q25 conference call, Nash commented on the Company\u2019s\n\ninventory management, stating: \u201cwe manage inventory better than anybody in the business. We\u2019ve\n\nbeen doing it for over 30 years. We are very familiar with operating and changing a fluid type of\n\nenvironment.\u201d\n\n 24. Due in part to high costs associated with the Company\u2019s investments in its growth\n\ninitiatives, Defendants also took affirmative action to remain competitive and increase demand by\n\nexpanding CAF\u2019s customer base by pushing further into subprime lending. Before the Class\n\nPeriod, the Company abandoned its traditionally conservative CAF loan profile to take on riskier\n\nloans in an effort to increase earnings. As of March 2021, the Company held approximately 5%\n\nof Tier 3 (subprime) loans extended to CarMax\u2019s used-car purchasers, and doubled its subprime\n\nloan target to 10%. However, in early 2023, the Company claimed that it was tightening its credit\n\nstandards. As of February 29, 2024, CarMax reported an allowance for loan losses of\n\napproximately $483 million, reflecting its estimate of expected future credit losses. The vast\n\n\n\n\n - 10 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 14 of 65\n\n\n\nmajority \u2013 42% \u2013 43% of CAF\u2019s portfolio was Tier 1 loans and included customers with qualifying\n\ncredit scores that borrowed directly from CAF.\n\n 25. During the Company\u2019s April 11, 2024 conference call, however, Daniels explained\n\nthat CarMax was planning to reverse course and increase penetration into riskier loans, stating\n\n\u201cCAF is building the capability to scale its participation across all credit tiers, which will help to\n\ncapture finance economics, drive sales and fully complement our valued lending partnerships that\n\nare a key foundation of CarMax\u2019s best-in-class credit platform.\u201d\n\n 26. Starting in August 2024 (during the second quarter of 2025 (\u201c2Q25\u201d)), CarMax\n\nlaunched its CAF \u201cfull spectrum\u201d credit initiative. With implementation of the full spectrum\n\nmodel, Defendants sought to increase penetration into riskier Tier 2 and Tier 3 loans, which catered\n\nto borrowers with lower credit scores \u2013 and higher risks of default. By expanding its Tier 2 and\n\nTier 3 penetration, Defendants claimed they could grow CarMax\u2019s business, and in turn increase\n\nmarket share, while at the same time mitigating risk through a non-prime asset-backed securities\n\n(\u201cABS\u201d) program that previously launched. At that time, Tier 2 and Tier 3 loans accounted for\n\nonly 26% of CAF\u2019s volume.\n\n 27. Defendants discussed the full spectrum model in the third quarter of 2025 (\u201c3Q25\u201d),\n\nwith Daniels stating on December 19, 2024:\n\n Regarding our full spectrum lending initiative, during Q3, we continued to test our\n new credit scoring models and corresponding strategies across the entirety of both\n the Tier 1 and Tier 2 spaces. And in November, we began initial testing of our new\n Tier 3 model. During the quarter, we also successfully executed our second higher\n prime ABS deal. In the next several quarters, we will remain disciplined in our\n testing plan, but we are excited for the significant growth opportunity that lies ahead\n for CAF.\n\n 28. In June 2024, a year before the start of the Class Period, Defendants \u201csuccessfully\u201d\n\nexecuted CarMax\u2019s first \u201cnon-prime ABS transaction,\u201d which was followed in July 2024 by a\n\n\u201chigher prime ABS deal.\u201d Daniels highlighted that \u201c[t]he success of these transactions reaffirms\n - 11 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 15 of 65\n\n\n\nour belief that these complementary programs will provide significant additional funding capacity\n\nto support CarMax growth, while giving us the flexibility to capture a larger piece of the Tier 2\n\nand Tier 3 landscape.\u201d Defendants often discussed how the combination of the full spectrum\n\nimitative and ABS program would allow for growth but mitigate risk. By expanding nonprime\n\n(also referred to as \u201csubprime\u201d by securities analysts) lending, Defendants\u2019 actions to grow market\n\nshare were resulting in a riskier and deteriorating portfolio of loans that put in jeopardy CAF\u2019s\n\nfinancial growth and the Company\u2019s overall business outlook. Defendants were fully aware that\n\nthe risks they warned of had already materialized as they pushed farther into subprime lending.\n\n 29. Because CAF\u2019s third-party lenders (i.e., Citibank, Bank of America, Capital One,\n\nExeter, and Ally) were experiencing high numbers of delinquencies, CarMax was required to buy\n\nback loans in bulk, bringing those loans into the CAF portfolio. In doing so, the Company was\n\ntaking a loan from a third party financial institution and taking ownership of the loan after the\n\nborrower had already defaulted. This program was internally referred to, informally, as the \u201cBuy\n\nBack\u201d or \u201cRe-Assignment\u201d program. These buy-back requests were received on a quarterly basis,\n\nranging from 400-900 loans company-wide. In order to bring customers back to current on their\n\nloan status, and no longer in default, CAF employees would enter the loan information into the\n\nAlfa Systems software platform, which managed CAF\u2019s core business processes, that calculated\n\nany interest updates, past-due amounts and the write-off amount for the loan at issue. Often these\n\nwere older loans that, on average, were $1,000-$1,500 in arrears, or loans with balances that\n\naveraged $12,000 to $15,000. After the write-off, the loans would be classified internally at CAF\n\nas a new loan with a new account number, with the borrower effectively starting from scratch.\n\nAnd because these customers were already months behind in payment at the time of the buy-back,\n\n\n\n\n - 12 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 16 of 65\n\n\n\nit was clear these loans would be delinquent once again after they were re-assigned because the\n\ncustomer had a demonstrated history of non-payment.\n\n C. Defendants Concealed Massive Loan Losses Stemming from CarMax\u2019s\n Expansion into Subprime Lending\n\n 30. Just prior to the start of the Class Period, the automotive retail market was also\n\nbeing shaped, in part, by significant macroeconomic pressure on consumers. Starting in January\n\nof 2025, and again in April 2025, potential tariffs were announced on imported vehicles. Analysts\n\nobserved that tariff speculation could drive customer preferences from new to used vehicles. For\n\nexample, on April 1, 2025, J.P. Morgan noted \u201ctransitory demand tailwinds due to consumer\n\nsubstitution from new to used cars (due to tariffs).\u201d A June 17, 2025 BNP Paribas report linked\n\nthe Company\u2019s expansion into subprime as a means to combat these increasing pressures, stating,\n\n\u201cKMX is further expanding into subprime as macro-economic conditions deteriorate.\u201d\n\n 31. Additionally, just prior to the start of the Class Period, on May 9, 2025, the\n\nCompany announced the departure of its EVP and Chief Growth Officer Jim Lyski (\u201cLyski\u201d)\n\neffective June 8, 2025. Although a reason for Lyski\u2019s departure was not given publicly, analysts\n\nraised concerns over the change, and the impact on the Company\u2019s growth strategy to regain\n\nmarket share. For example, BNP Paribas analysts commented, in the same June 17, 2025 report,\n\nthat the departure sounded like \u201che was terminated, given that he was provided a 1-month notice\n\nperiod and eligibility for severance,\u201d and stated \u201cwe are looking for a better understanding of why\n\nCarMax made the change and why now.\u201d Further, a June 16, 2025 J.P. Morgan analyst report\n\ncommented that the recent departure of Lyski \u201csuggests an acknowledgment\u201d that the Company\u2019s\n\nomnichannel investments \u201chaven\u2019t delivered the desired results.\u201d\n\n 32. As the credit spectrum model broadened, CarMax\u2019s provisioning continued to\n\ndramatically increase, and at the start of the Class Period Defendants became desperate to preserve\n\n - 13 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 17 of 65\n\n\n\nearnings.2 To temper the increases in CarMax\u2019s loan loss provisioning, which would further\n\nnegatively impact the Company\u2019s CAF financial metrics in 1Q26, Defendants launched a\n\nsecuritization of only nonprime pools of loans for sale with the sole purpose to \u201cremove[] the\n\nrequirements to reserve for future losses\u201d and remove the \u201cfinancial impact . . . due to future\n\ndeterioration.\u201d More specifically, Defendants earmarked $632 million in nonprime loans within\n\nits CAF portfolio, which it reclassified from \u201cheld for investment\u201d to \u201cheld for sale.\u201d This earnings\n\nmanagement tool allowed CarMax to recognize a reduction in the loan loss provision of $26\n\nmillion in 1Q26 and avoid the requirement to reserve for future losses.\n\n 33. Analysts and the market took notice of CarMax\u2019s expansion into new initiatives\n\nand subprime lending to increase demand, but were unaware of the negative ramifications the\n\ninadequate loan loss provisions would ultimately have on the Company\u2019s consolidated earnings\n\nbefore income taxes and CAF income. Taking market commentary and macro-economic\n\nconditions into account, investors were reasonably concerned about the Company\u2019s outlook at the\n\nstart of the Class Period. In direct response to these concerns, on June 20, 2025, the first day of\n\nthe Class Period, Defendants shifted the tone and emphasized to investors \u201cthe strength of our\n\nearnings growth model, which is underpinned by our best-in-class omnichannel experience,\n\ndiversity of our business, and a sharp focus on execution\u201d as a \u201ckey differentiator in a very large\n\nand fragmented market and positions us to continue to drive sales, gain market share and deliver\n\n\n\n2\n As detailed more fully below in \u00a7V.C., under applicable accounting rules, CarMax was\nrequired to establish a reserve for loan losses on its massive loan portfolio and periodically adjust\nthis liability to reflect changes in customer credit risk and loan performance. CarMax was required\nto account for estimated loan losses by recording a loan loss provision each fiscal quarter. The\nloan loss provision is calculated and recorded at the time the loan was originated for the losses\nestimated for the entire life of the loan. CarMax also was required under applicable accounting\nrules to make any necessary adjustments to the loss provision for increased credit risk, no matter\nhow remote the risk was.\n\n - 14 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 18 of 65\n\n\n\nsignificant year-over-year earnings growth for years to come.\u201d Moreover, Nash touted that the\n\nCompany had taken action and as a result, \u201c[t]he business was growing\u201d and \u201cdoing well.\u201d He\n\nnoted, \u201cthat\u2019s a reflection of a lot of the work that we\u2019ve done internally, whether it\u2019s the inventory\n\nmanagement, it\u2019s our pricing, is our savings, it\u2019s the omnichannel experience, continue to make\n\nthat better.\u201d He continued, \u201cSo I think there\u2019s this performance is both market driven. I think it\u2019s\n\nalso driven by us.\u201d\n\n 34. Also on June 20, 2025, Defendants reported CAF\u2019s $102 million loan loss provision\n\nfor 1Q26, compared to $68 million in the prior quarter, and $81 million in the first quarter of 2025\n\n(\u201c1Q25\u201d). Daniels downplayed the escalation in loan-loss provisioning by stating, \u201cQ1 is a\n\nseasonally higher sales and lower credit quality period requiring a larger provision for newly\n\noriginated volume\u201d and that \u201closs performance within the quarter, particularly within 2022 and\n\n2023 [loan] vintages, along with the uncertain economic outlook necessitated additional loss\n\nreserves.\u201d To further temper investor concerns regarding increased provisioning, Daniels\n\nconcluded that \u201c[w]hile we remain focused on increasing our penetration across the credit\n\nspectrum, we also want to carefully manage future risk from higher profit, higher loss receivables.\u201d\n\n 35. Nash echoed Daniels\u2019 assurances, stating that the CAF 1Q26 loan loss provision\n\nincrease was sufficient at the time and \u201cprimarily driven by the \u201822 and \u201823 vintages,\u201d but\n\nminimized the increase in the provisioning\u2019s negative impact on CAF financing by highlighting\n\nthat CAF loans were still \u201cprofitable.\u201d Later in the call, Daniels reassured investors once again\n\nthat loan losses were appropriately adjusted and at maximum levels in 1Q26, stating, \u201cwe would\n\nexpect Q1 to be the high watermark here. We\u2019ve made the adjustment that we believe needs to be\n\nmade on those older vintages.\u201d\n\n\n\n\n - 15 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 19 of 65\n\n\n\n 36. While falsely assuring the market of the strength of the Company\u2019s business model,\n\nDefendants admitted they had access to, and were continuously monitoring, evaluating, and\n\nreacting to precise data regarding the Company\u2019s loan loss provisions and increased delinquencies\n\nin its CAF portfolio, inventory management and pricing, and consumer demand resulting from not\n\nonly macroeconomic factors but the Company\u2019s internal actions taken to increase growth. In fact,\n\nDefendants repeatedly acknowledged this, stating, for example:\n\n \uf0b7 Nash, June 20, 2025 conference call: \u201cThe business was growing, was doing\n well. And I think that\u2019s a reflection of a lot of the work that we\u2019ve done\n internally, whether it\u2019s the inventory management, it\u2019s our pricing, is our\n savings, it\u2019s the omnichannel experience, continue to make that better.\u201d\n\n \uf0b7 Daniels, June 20, 2025 conference call: Confirmed that Defendants were\n \u201cwatching\u201d the CAF portfolio, including for the potential impact that\n student loan repayment obligations would have on repayments, stating \u201cfor\n years now with the thought of our payment is going to be made, what\n forgiveness is done for those \u2013 and how they performed.\u201d\n\n \uf0b7 Mayor-Mora, June 20, 2025 conference call: \u201c[W]e will also be assessing\n additional off-balance sheet funding levers to further accelerate CAF\n penetration while continuing to learn from our full spectrum models.\u201d\n\n \uf0b7 Daniels, September 25, 2025 conference call: \u201cTypically, people that buy\n in a more stressed environment, perform usually better. Now again, we\n think we have reserved. We watch very carefully how those guys are\n performing.\u201d\n\n \uf0b7 Daniels, September 25, 2025 conference call: \u201cBut all in all, if you look at\n overall delinquency rates, we\u2019re really looking at it by vintage. We\u2019re\n looking at it.\u201d\n\n \uf0b7 Daniels, September 25, 2025 conference call: \u201cSo as we watched that\n customer perform, we saw it and thought maybe it was a pull forward in\n losses. Ultimately, as we saw a little increase, so maybe a timing curve\n adjustment. And then we watched that customer begin to struggle and\n continue to struggle a little bit. We made some adjustments that we\n thought were very smart for the consumer and smart for us, and that has\n proven to be the case. And that was we adjusted our extension policy in\n the fall. We saw more payments come in, had we otherwise not done that.\n So we were pleased to see that, but we had to watch that play through. We\n saw some of those customers coming back into delinquency and loss\n during Q1.\u201d\n - 16 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 20 of 65\n\n\n\n \uf0b7 Nash, September 25, 2025 conference call: \u201cBut certainly, we put ourselves\n in a better position with the start of this quarter, both on an inventory\n position as well as from a pricing standpoint.\u201d\n\n \uf0b7 Nash, September 25, 2025 conference call: \u201cFirst, we ramped our inventory\n ahead of the second quarter to support this growth. Across the back half of\n May through the end of June, we saw about $1,000 in depreciation, which\n natively impacted our price competitiveness and our sales. . . . In the second\n quarter, we responded by lowering retail margin to drive sell-through, and\n we intentionally slowed buys to balance our inventory with sales.\u201d\n\n \uf0b7 Nash, September 25, 2025 conference call: \u201cThis quarter\u2019s buy performance\n is a direct result of a decision to pull back offers to right size inventory.\n We are no longer intentionally slowing buy and expect to see year-over-\n year improvement in the third quarter.\u201d\n\n \uf0b7 Nash, September 25, 2025 conference call: \u201c[L]ook, there\u2019s always\n elasticity when it comes in -- we\u2019ve talked about this before. We know\n pretty much because we\u2019re constantly testing, when you take prices down\n a certain dollar amount, we know what you get for that.\u201d\n\n \uf0b7 Nash, September 25, 2025 conference call: \u201cAnd you saw in the quarter, we\n saw that $1,000 depreciation over a month period, and we started acting on\n it very quickly.\u201d\n\n 37. The Company\u2019s SEC filings, leading up to and during the Class Period, specifically\n\nthe FY25 Form 10-K and the 1Q26 and 2Q26 Forms 10-Q, similarly highlighted management\u2019s\n\ninvolvement in monitoring and analyzing CAF\u2019s operating results and financial performance,\n\nincluding access to its underwriting models, credit losses and delinquencies, as well as its\n\nomnichannel platform, stating:\n\n \uf0b7 \u201cManagement regularly analyzes CAF\u2019s operating results by assessing the\n competitiveness of our consumer offer, profitability, the performance of its\n auto loans, including trends in credit losses and delinquencies, and CAF\n direct expenses.\u201d\n\n \uf0b7 \u201cCAF uses a combination of the initial credit grades and historical\n performance to monitor the credit quality of the auto loans held for\n investment on an ongoing basis. We validate the accuracy of the scoring\n models periodically. Loan performance is reviewed on a recurring basis\n to identify whether the assigned grades adequately reflect the customers\u2019\n likelihood of repayment.\u201d\n\n\n - 17 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 21 of 65\n\n\n\n \uf0b7 CODM \u201creviews the performance of our CarMax Sales Operations\n segment at the gross profit level, the components of which are presented\n within the consolidated statements of earnings. The CODM uses gross\n profit to assess financial performance, monitor forecasted versus actual\n results and adjust pricing strategy . . . . The CODM reviews CAF income\n to assess CAF\u2019s performance and make operating decisions, including\n resource allocations.\u201d\n\n \uf0b7 \u201cWe monitor macroeconomic factors and pricing elasticity and adjust\n our pricing accordingly to optimize unit sales and profitability while also\n maintaining competitively priced inventory.\u201d\n\n \uf0b7 \u201cWe continue to learn from our new underwriting models and\n corresponding tests currently in place and anticipate capturing additional\n volume beyond Tier 1 during the back half of fiscal 2026.\u201d\n\n \uf0b7 \u201cOur proprietary digital technology provides our management with real-\n time information about many aspects of our omni-channel operations, such\n as inventory management, pricing, vehicle transfers, wholesale auctions\n and sales consultant productivity.\u201d\n\n \uf0b7 \u201cOur omni-channel experience provides a common platform across all of\n CarMax that leverages our scale, nationwide footprint and infrastructure\n and empowers our customers to buy a vehicle on their terms, whether\n online, in-store or through a seamless combination of both.\u201d\n\n 38. Defendants were further incentivized to monitor CarMax\u2019s financial performance\n\ndue to the Company\u2019s \u201cpay-for-performance philosophy.\u201d According to the Company\u2019s May 8,\n\n2025 Proxy Statement, \u201cas our executives assume more responsibility, we generally increase the\n\npercentage of their compensation that is performance-based.\u201d The Company \u201cgrant[s] long-term\n\nequity awards to tie our executives\u2019 long-term compensation directly to CarMax\u2019s stock price and\n\nto drive the achievement of our strategic goals.\u201d Annual incentive bonus performance goals are\n\nset during the Company\u2019s April and May meetings, during first quarter of the fiscal year and are\n\n\u201cintended to drive key short-term strategic imperatives for the year\u201d including \u201cfinancial\n\nperformance, market share growth\u201d and \u201coperational execution.\u201d In FY25, 50% of performance\n\ntargets were based on CarMax\u2019s EBIT, and 6.25% was based on credit and funding such as\n\nimplementing the \u201cfull spectrum credit model.\u201d Notably, in FY25, the Company increased the\n - 18 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 22 of 65\n\n\n\nannual incentive bonus performance adjustment factor to 159.9%, from 66.4% in fiscal 2024 and\n\n48.7% in fiscal 2023. For FY25, 91% of Nash\u2019s total $17.1 million compensation and 77% of\n\nMayor-Mora\u2019s total $4 million compensation was performance based. Nash received\n\napproximately $10.5 million in long-term equity awards, and $3.4 million in annual incentive\n\nbonuses. Mayor-Mora received approximately $1.8 million in long-term equity awards, and $1.17\n\nmillion in annual incentive bonuses.\n\n D. Defendants Finally Reveal Massive Losses Within CarMax\u2019s CAF Portfolio\n Requiring Significant Loan Loss Provisions and Terminate CEO Nash Due\n to the Company\u2019s Poor Financials and Declining Business Outlook\n\n 39. Investors first learned of the full extent of concerns with the credit quality of CAF\u2019s\n\nportfolio on September 25, 2025, when Defendants revealed weaker than expected year-over-year\n\n2Q26 financial results, reflecting sharp declines across multiple key performance metrics,\n\nincluding a 24.7% decline in diluted earnings per share (\u201cEPS\u201d) to $0.64. During the Company\u2019s\n\nconference call, Mayor-Mora directly attributed the 24.7% EPS decline in part to the Company\u2019s\n\n2Q26 \u201cCAF loss provision adjustment.\u201d Specifically, despite Defendants\u2019 previous assurances\n\nthat CAF loan loss provisioning was at its \u201chigh watermark,\u201d in 1Q26 CarMax increased its\n\nprovisions for loan losses to $142.2 million for 2Q26, resulting in CAF income decreasing by more\n\nthan 27% from previous quarter and over 11% over 2Q25. CarMax explained that its 2Q26\n\nprovision for loan losses \u201cincluded an increase of $71.3 million in [its] estimate of lifetime losses\n\non existing loans, primarily due to worsening performance among the 2022 and 2023 vintages.\u201d\n\n 40. Further, by knowingly or severely recklessly understating the Company\u2019s loss\n\nprovisions for its CAF loans, Defendants caused the Company\u2019s 1Q26 financial statements filed\n\nwith the SEC to be materially misstated in violation of generally accepted accounting principles\n\n(\u201cGAAP\u201d) and SEC disclosure requirements. See \u00a7V.C., infra. Specifically, Defendants\u2019 reported\n\nfinancial results materially overstated CAF\u2019s 1Q26 income by at least 23% ($33 million divided\n - 19 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 23 of 65\n\n\n\nby $141.7 million) and CarMax\u2019s 1Q26 consolidated earnings before taxes by at least 12% ($33\n\nmillion divided by $283.1 million).\n\n 41. Defendants also revealed that, contrary to earlier representations that CarMax was\n\nnot \u201csee[ing] any impact on [its] business\u201d from consumer \u201cfinancial[] stress[]\u201d related to\n\nmacroeconomic factors like tariff speculation, Nash disclosed that the \u201cuptick\u201d in sales in \u201cMarch\n\nand . . . April\u201d was in fact driven by macroeconomic factors causing customer\u2019s anticipating\n\nincreased vehicle pricing. Defendants further revealed that the Company\u2019s underperformance in\n\nretail in 2Q26 was partly due to Company-specific inventory actions taken in 1Q26. Nash\n\nexplained that as a result of increasing inventory \u201c[a]cross the back half of May through the end\n\nof June,\u201d the Company \u201csaw about $1,000 in depreciation\u201d per used retail unit, and that the\n\nCompany\u2019s \u201cbuying . . . up\u201d of \u201cinventory\u201d from 1Q26, combined with this depreciation, were the\n\n\u201cmost impactful\u201d in driving 2Q26 used unit sales declines. He further revealed that the Company\n\nhad to \u201clower[] retail margin to drive sell-through [of that oversupply in inventory]\u201d and that it\n\n\u201cintentionally slowed buys to balance our inventory with sales.\u201d Nash confirmed that the reported\n\nquarterly $200 decline in retail gross profit per used unit (\u201cretail GPU\u201d) is attributable to \u201cthe\n\nactions\u201d CarMax intentionally undertook. As a result, Nash acknowledged that in 2Q26, \u201cwe fell\n\ninto a spot where we weren\u2019t as competitive,\u201d and that CarMax\u2019s \u201cprice\u201d and \u201csales\u201d were\n\nnegatively affected.\n\n 42. The market was clearly shocked by Defendants\u2019 September 25, 2025 partial\n\nrevelations, causing the price of CarMax common stock to fall 20%, or $11.45 per share, from its\n\nclosing price of $57.05 per share on September 24, 2025, to close at $45.60 per share on September\n\n25, 2025.\n\n\n\n\n - 20 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 24 of 65\n\n\n\n 43. Not long after, on November 6, 2025, CarMax issued a Form 8-K stating that Nash\n\nwas abruptly \u201cterminated\u201d on November 4, 2025, and had resigned from the Board. The Company\n\nalso announced an unexpected poor 3Q26 preliminary outlook, including a 8%-12% decrease in\n\ncomparable store used unit sales and net earnings per diluted share of $0.18-$0.36. The 3Q26\n\nfinancial results were \u201cimpacted\u201d by several factors, including \u201ca decline in retail unit sales\u201d\n\ndemonstrating significantly decreased demand for CarMax\u2019s vehicles. In response to these\n\ndisclosures, the price of CarMax common stock plummeted another 24%, or $9.93 per share, from\n\na closing price of $40.81 per share on November 5, 2025, to a closing price of $30.88 per share on\n\nNovember 6, 2025.\n\n 44. After the Class Period, during the Company\u2019s December 18, 2025 conference call\n\nwith investors, Defendants provided further confirmation that Nash\u2019s sudden termination was\n\nlinked to the Company\u2019s poor performance, with newly appointed Non-Executive Chairman\n\nThomas J. Folliard (\u201cFolliard\u201d) stating, \u201crecent results have been unacceptable and do not reflect\n\nthe company\u2019s potential. As a result, even though the Board was already working on a succession\n\nplan, we determined that more immediate change was required, and that direct involvement from\n\nDavid and myself was the best approach to strengthen the business in the long term. The Board\n\nhas been searching for a permanent CEO with urgency.\u201d Folliard further stated that the Company\n\nwas specifically seeking a \u201cproven leader\u201d who can \u201cdrive sales\u201d and \u201cmaximize the benefits of\n\n[the] [Company\u2019s] omnichannel experience,\u201d and \u201cimprove operations.\u201d Folliard concluded the\n\ncall telling the market twice that CarMax was \u201ccommitted to getting this right.\u201d\n\n 45. The dramatic declines in CarMax\u2019s common stock price following the corrective\n\ndisclosures on September 25, 2025 and November 6, 2025, in addition to the negative analyst\n\ncommentary, demonstrate that the market was shocked by the negative information disclosed on\n\n\n - 21 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 25 of 65\n\n\n\nthose dates. Indeed, as a result of these disclosures, the price of CarMax common stock has\n\ndeclined from a Class Period high of over $68.00 per share to less than $30.88 per share at the end\n\nof the Class Period, causing Lead Plaintiff and the Class to suffer millions of dollars in losses and\n\neconomic damages under the federal securities laws.\n\n E. Post-Class Period Events\n\n 46. In addition to Folliard\u2019s December 18, 2025 statements above, additional post-\n\nClass Period events provided further detail on Defendants\u2019 fraud and its materiality to investors.\n\n 47. On March 11, 2026, Starboard Value LP, an activist hedge fund and stockholder of\n\nCarMax delivered a letter to incoming CEO Keith Barr (\u201cBarr\u201d) and the Company\u2019s Board\n\nnominating two individuals to the CarMax board, including Starboard\u2019s CEO Jeff Smith\n\n(\u201cSmith\u201d). In the letter, Starboard noted CarMax\u2019s failings were within the Company\u2019s control,\n\nstating, \u201cas you know, the Company\u2019s recent performance has fallen well short of its underlying\n\npotential. We believe these problems are fixable.\u201d\n\n 48. CarMax issued a press release that same day in response to the letter, wherein\n\nFolliard reiterated that \u201c[t]he CarMax Board has taken a series of steps to improve the performance\n\nof the business, including accelerating its succession planning in early November by installing\n\ninterim leadership.\u201d On that same day, Smith participated in a Bloomberg interview where he\n\nopined that CarMax had become \u201ccomplacent,\u201d resulting in increased competition, from \u201cnotably\n\nCarvana, especially with the digital experience.\u201d\n\n 49. On March 17, 2026, CarMax issued a stakeholder letter from Barr discussing\n\nCarMax\u2019s priorities going forward, which included a mea culpa to shareholders acknowledging\n\n\u201cthat change is needed,\u201d and that CarMax needed to \u201coperate with a sense of urgency\u201d stating:\n\n To Our Shareholders: Our recent sales performance has not reflected our\n potential. When you look at the size of the opportunity in front of us, alongside\n our growth trends over the past several years, it\u2019s clear that change is needed. To\n - 22 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 26 of 65\n\n\n\n turn our performance around in this highly competitive environment, we will\n operate with a sense of urgency as we improve customer offerings, drive\n efficiencies, and strengthen our business model to drive the growth and returns this\n company is capable of delivering.\n\nV. DEFENDANTS\u2019 MATERIALLY FALSE AND MISLEADING\n STATEMENTS AND OMISSIONS\n\n A. 1Q26 Materially Misleading Statements and Omissions\n\n 50. The Class Period begins on June 20, 2025, when before the market opened, CarMax\n\nissued a press release announcing the Company\u2019s financial results for the quarter ended May 31,\n\n2025 (\u201c1Q26 Release\u201d).3 The 1Q26 Release highlighted the Company\u2019s \u201cfourth consecutive\n\nquarter of positive retail comps and double-digit year-over-year earnings per share growth,\u201d and\n\nreported a 42.3% increase in net EPS to $1.38, a 9.0% increase in retail used unit sales, an 8.1%\n\nincrease in comparable store used unit sales, and a 1.2% increase in wholesale unit sales. The\n\n1Q26 Release further reported CAF income of $141.7 million, and an allowance for loan losses\n\nof $474.2 million as of May 31, 2025.\n\n 51. In the 1Q26 Release, Nash touted \u201cthe strength of our earnings growth model,\n\nwhich is underpinned by our best-in-class omni-channel experience, the diversity of our\n\nbusiness, and our sharp focus on execution\u201d as a \u201ckey differentiator in a very large and fragmented\n\nmarket that positions us to continue to drive sales, gain market share, and deliver significant year-\n\nover-year earnings growth for years to come.\u201d\n\n 52. On the same day, CarMax held a conference call with analysts to discuss the\n\nCompany\u2019s financial and operational results for 1Q26, which was hosted by Nash, Daniels, and\n\nMayor-Mora. During the call, Nash highlighted that \u201c[f]irst quarter retail gross profit per used unit\n\n\n\n\n3\n CarMax\u2019s quarterly press release was also filed that same day with the SEC on Form 8-K.\n\n - 23 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 27 of 65\n\n\n\nwas an all-time record, driven by strong demand and operating efficiencies across our logistics\n\nnetwork and reconditioning operations.\u201d\n\n 53. In his prepared remarks, Daniels addressed CAF\u2019s $102 million loan loss provision\n\nfor 1Q26, compared to $68 million in the prior quarter, and $81 million in 1Q25. Daniels\n\ndownplayed the escalation in loan loss provisioning by stating, \u201cQ1 is a seasonally higher sales\n\nand lower credit quality period requiring a larger provision for newly originated volume\u201d and\n\nthat \u201closs performance within the quarter, particularly within 2022 and 2023 [loan] vintages,\n\nalong with the uncertain economic outlook necessitated additional loss reserves.\u201d Daniels\n\ncontinued, \u201c[t]he last noteworthy item impacting the Q1 provision relates to CAF\u2019s continued\n\nbuild-out of our full spectrum lending capabilities.\u201d To assuage investor concerns regarding\n\nincreased provisioning, Daniels concluded that \u201c[w]hile we remain focused on increasing our\n\npenetration across the credit spectrum, we also want to carefully manage future risk from higher\n\nprofit, higher loss receivables.\u201d\n\n 54. During the question and answer portion of the 1Q26 call, and in response to a\n\nquestion from a BNP Paribas analyst regarding the loan loss provisioning \u201callowance stepping up\u201d\n\nin 1Q26, and how much of the increase was due to the \u201cmacro environment,\u201d Daniels assured\n\ninvestors that the Company\u2019s 1Q26 loan loss provisioning was accurately aligned with the 2022\n\nand 2023 loan losses the Company was facing, that Defendants carefully monitored, stating, \u201cthe\n\n\u201822 and \u201823 vintages certainly were ones that performed more unfavorably in the quarter, and we\n\nthink we have appropriately reserved and adjusted accordingly.\u201d\n\n 55. Nash echoed Daniels\u2019 assurances, stating that the CAF 1Q26 loan loss provision\n\nincrease was sufficient at the time and \u201cprimarily driven by the \u201822 and \u201823 vintages,\u201d but\n\nminimized the increase in the provisioning\u2019s negative impact on CAF financing by highlighting\n\n\n - 24 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 28 of 65\n\n\n\nthat CAF loans were still \u201cprofitable,\u201d stating, \u201ceven with that, they\u2019re still super profitable, and\n\nthen, to a lesser degree, the kind of the economic factors as you lean forward, not immaterial, but\n\nI want to make sure everybody understands it\u2019s more of the \u201822, \u201823 that are driving that. And\n\neven with that, they\u2019re still very, very profitable.\u201d\n\n 56. Later in the call, Daniels responded to a J.P. Morgan analyst\u2019s question about \u201chow\n\nthe second quarter might look\u201d ffor loan loss provisioning and reassured investors once again that\n\nloan losses were appropriately adjusted and at maximum levels in 1Q26 , stating, \u201cwe would expect\n\nQ1 to be the high watermark here. We\u2019ve made the adjustment that we believe needs to be made\n\non those older vintages.\u201d\n\n 57. Also during the call, an Oppenheimer analyst emphasized the Company\u2019s\n\n\u201cacceleration\u201d and growth in the \u201cused car business\u201d during the quarter, and specifically asked,\n\n\u201chow are you viewing the sustainability here? Is \u2013 as you\u2019re looking at this, is the business coming\n\nback? Is there anything unique to this reacceleration?\u201d In response, Nash stated, \u201cit\u2019s driven some\n\nby the macro factors, but I also think it\u2019s driven some by with what we have can control.\u201d Nash\n\nacknowledged but tempered the impact that \u201cspeculation about the tariffs\u201d had on the Company\u2019s\n\nfourth quarter 2025 (\u201c4Q25\u201d) and 1Q26 increased financial performance, instead attributing the\n\n\u201cuptick\u201d in growth in March and April of 1Q26 to the Company\u2019s own \u201cwork,\u201d stating:\n\n And I would go back to some remarks I made in the last [4Q25] quarterly call,\n which is the quarter started off strong and then we saw an uptick at the end of the\n quarter when there was speculation about the tariffs. And then I talked about that\n uptick towards the latter part of March and then rolling into April, we saw another\n little uptick. And so April ended up being the strongest month for us.\n\n The business was growing, was doing well. And I think that\u2019s a reflection of a\n lot of the work that we\u2019ve done internally, whether it\u2019s the inventory\n management, it\u2019s our pricing, is our savings, it\u2019s the omnichannel experience,\n continue to make that better. So I think there\u2019s this performance is both market\n driven. I think it\u2019s also driven by us.\n\n\n - 25 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 29 of 65\n\n\n\n 58. Additionally, when asked about \u201chow financially stressed is the consumer right\n\nnow in your opinion,\u201d Nash again emphasized actions taken by Defendants to increase demand\n\nand the inconsequential impact that macroeconomic factors were having on consumer buying,\n\nstating:\n\n We haven\u2019t seen any impact on our business. But I think there\u2019s also a little bit\n of kind of wait and see on tariffs.\n\n While tariffs have impacted some prices. I think there\u2019s \u2013 a lot of stuff was already\n \u2013 a lot of things were already in the US before tariffs kicked in. So I think really,\n need to watch going forward as prices go up on for everyday consumables, how\n that might push them. But I would say from a consumer sentiment standpoint,\n they\u2019re probably a little less positive about the future, but I don\u2019t think it\u2019s\n necessarily showed up so much in the buying habits at this point.\n\n 59. Analysts reacted positively to Defendants\u2019 statements. A June 20, 2025 report from\n\nWilliam Blair noted: \u201cThe strength reflected both macro factors (including tariff-related demand)\n\nand internal factors (inventory management, pricing, and the company\u2019s enhanced omnichannel\n\nexperience), with CarMax\u2019s NPS [Net Promoter Score] the highest since the nationwide rollout of\n\nits digital capabilities (inclusive of record-high online and omnichannel scores).\u201d A June 23, 2025\n\nBNP Paribas report stated, \u201cCarmax mgt. are not sitting idly by. They\u2019ve taken many actions\n\nincluding separating from chief growth officer, moving to centralized reconditioning model,\n\npushing more into subprime (where encroachment risk is greatest), and moving to gain on sale to\n\nalleviate near-term EPS pressure as they push deeper into subprime. They also continue to look\n\nfor cost efficiencies.\u201d\n\n 60. On June 26, 2025, CarMax filed with the SEC a quarterly report on Form 10-Q for\n\nthe quarter ended May 31, 2025 (\u201c1Q26 Form 10-Q\u201d), which was signed by Nash and Mayor-Mora.\n\nThe 1Q26 Form 10-Q reiterated the Company\u2019s financial results, including CAF income of\n\n$141.7, and reported consolidated earnings before taxes of $283.1 million. The 1Q26 Form 10-\n\nQ also detailed Defendants\u2019 monitoring of the CAF portfolio and the Company\u2019s active \u201cnew\n - 26 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 30 of 65\n\n\n\nunderwriting models and corresponding tests,\u201d that help Defendants \u201cadjust [the Company\u2019s]\n\norigination strategy as needed\u201d stating:\n\n We continue to learn from our new underwriting models and corresponding tests\n currently in place and anticipate capturing additional volume beyond Tier 1 during\n the back half of fiscal 2026. We will continue to monitor consumer behavior and\n the broader economy and will adjust our origination strategy as needed.\n\n 61. The 1Q26 Form 10-Q also discussed the \u201c15 basis point\u201d increase in CarMax\u2019s\n\nallowance for loan losses, stating:\n\n During the first three months of fiscal 2026, the allowance for loan losses as a\n percent of total auto loans held for investment increased by 15 basis points. The\n increase was primarily driven by unfavorable loan loss performance, particularly\n within loans originated in 2022 and 2023, when average selling prices were\n elevated and these customers were later challenged by the inflationary\n environment . . . . The allowance for loan losses as of May 31, 2025 reflects our\n best estimate of expected future losses based on recent trends in delinquencies,\n loss performance, recovery rates and the economic environment.\n\n 62. The 1Q26 Form 10-Q incorporated risk factors disclosed in the Company\u2019s FY25\n\nForm 10-K. For example, CarMax included a risk factor on \u201ccredit losses in its CAF business,\u201d\n\nand how they \u201cmay\u201d or \u201ccould\u201d have a negative impact on CarMax\u2019s business in the future, stating:\n\n We may experience greater credit losses in CAF\u2019s portfolio of auto loans\n receivable than anticipated.\n\n We are exposed to the risk that our customers who finance their purchases through\n CAF will be unable or unwilling to repay their loans according to their terms and\n that the vehicle collateral securing the payment of their loans may not be sufficient\n to ensure full repayment. Credit losses are inherent in CAF\u2019s business and could\n have a material adverse effect on our results of operations.\n\n We make various assumptions and judgments about CAF\u2019s portfolio of auto loans\n receivable and provide an allowance for loan losses based on a number of factors.\n Although management will establish an allowance for loan losses it believes is\n appropriate, this allowance may not be adequate. For example, when economic\n conditions deteriorate unexpectedly, additional loan losses not incorporated in the\n existing allowance for loan losses may occur. Losses in excess of the existing\n allowance for loan losses could have a material adverse effect on our business,\n results of operations and financial condition.\n\n\n\n - 27 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 31 of 65\n\n\n\n 63. The statements set forth above in \u00b6\u00b650-58, 60-62, were materially misleading or\n\nomitted material information necessary to make them not misleading (that was unbeknownst to\n\ninvestors) for the following reasons:\n\n (a) CarMax\u2019s loans were underperforming significantly more than Defendants\n\nacknowledged in CarMax\u2019s 1Q26 Release and conference call. Defendants materially\n\nmisrepresented in 1Q26 that CarMax\u2019s 1Q26 loan loss provisions were $102 million, CAF income\n\nwas $141.7 million and consolidated earnings before taxes was $283.1 million, and omitted\n\nmaterial information when, for example, Daniels falsely stated that CarMax had \u201cappropriately\n\nreserved and adjusted [1Q26 loan reserves] accordingly,\u201d \u201cmade the adjustment that we believe\n\nneeds to be made on those older vintages,\u201d and that the 1Q26 provision was \u201cthe high watermark.\u201d\n\nBut as detailed in \u00b6\u00b696-97, \u00a7V.C., the Company\u2019s 1Q26 loan loss provisions were actually\n\ninsufficient to counter the rising delinquencies in the Company\u2019s CAF portfolio as of 1Q26,\n\nincluding its 2022 and 2023 vintage loans. The very next quarter CarMax increased its loan loss\n\nprovisions by an astonishing $142.2 million, which included $71.3 million primarily due to\n\nworsening performance among the 2022 and 2023 vintages with Defendants admitting that they\n\n\u201csaw some of those customers coming back into delinquency and loss during Q1\u201d;\n\n (b) Defendants further omitted material information during the 1Q26\n\nconference call when they blamed the 1Q26 increase in loan loss provisions on \u201ca seasonally\n\nhigher sales and lower credit period\u201d as opposed to the increased risk of default stemming from\n\nthe Company\u2019s actions to take on poorer quality loans, as detailed in \u00b6\u00b624-29, 32, 96-97, \u00a7V.C. In\n\nfact, these statements were also misleading because they were inconsistent with the Company\u2019s\n\nactions taken in 1Q25 when sales increased by 39,075 units and in response, Defendants decreased\n\nthe loan loss provision by 8% per unit ($416.14/used car to $384.59/used car);\n\n\n - 28 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 32 of 65\n\n\n\n (c) CarMax\u2019s purported risk factor regarding credit losses in CAF\u2019s portfolio\n\nwas also materially misleading, because the statements therein were phrased to investors as risks\n\nthat had not yet materialized, when in truth, and as detailed \u00b6\u00b696-97, \u00a7V.C., the reported 1Q26\n\nallowance for loan losses was not adequate at the time the risk warning was issued, additional loan\n\nlosses beyond those reported by the Company in 1Q26 had already occurred, and the Company\u2019s\n\nactual loan losses as of 1Q26 were already having a material adverse effect on CarMax\u2019s business,\n\nresults of operations and financial condition;\n\n (d) Defendants\u2019 statements in the 1Q26 Form 10-Q that the Company\u2019s \u201cnew\n\nunderwriting models and corresponding tests currently in place\u201d and that Defendants \u201ccontinue to\n\nmonitor consumer behavior and the broader economy and will adjust our [CAF portfolio]\n\norigination strategy as needed\u201d were misleading. As detailed in \u00b6\u00b636-38, \u00a7V.C., Defendants\n\npossessed corroborating data demonstrating the true (but concealed) increase in CAF loan\n\ndelinquencies during 1Q26, and Defendants either knew or acted with severe recklessness in\n\nfailing to adjust for the continued losses in 1Q26 in CarMax\u2019s CAF portfolio, including for the\n\nlosses on the 2022 and 2023 loan vintages;\n\n (e) Defendants\u2019 statements in their 1Q26 conference call stating that the loan\n\nloss provision was adequate and the provision was at the \u201chigh watermark,\u201d were materially false.\n\nAs detailed in \u00b6\u00b696-97, \u00a7V.C., had CarMax been properly accounting for the credit losses on the\n\n2022 and 2023 vintage loans in accordance with GAAP, at least $33 million of the $71 million\n\ntrue up adjustment taken in 2Q26 would have been recorded no later than fiscal 1Q26. This under\n\nprovisioning materially overstated CAF\u2019s 1Q26 income by at least 23% ($33 million divided by\n\n$141.7 million) and CarMax\u2019s 1Q26 consolidated earnings before taxes by at least 12% ($33\n\nmillion divided by $283.1 million);\n\n\n - 29 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 33 of 65\n\n\n\n (f) Defendants falsely attributed the increase in 1Q26 demand and the\n\nCompany\u2019s growth to \u201cthe strength of our earnings growth model\u201d and \u201ca reflection of a lot of the\n\nwork that we\u2019ve done internally,\u201d and misleadingly denied that any \u201cacceleration\u201d in growth was\n\ndue to predominantly \u201cmacro factors.\u201d As detailed in \u00b699, Defendants admitted in 2Q26 that the\n\n\u201cuptick\u201d in 1Q26 demand was largely driven by macroeconomic factors, including tariff -related\n\npull-forward purchases by customers;\n\n (g) In May of 2025, i.e., during 1Q26 and before Defendants\u2019 1Q26 statements,\n\nDefendants knew or disregarded with severe recklessness that, in fact, CarMax had an oversupply\n\nof inventory which caused a substantial decrease in car prices. As detailed in \u00b6\u00b698, 100,\n\nDefendants admitted in 2Q26 that \u201cacross the back half of May through the end of June,\u201d the\n\nCompany \u201csaw about a $1,000 per car depreciation\u201d per used retail unit, and that \u201cbuying . . . up\u201d\n\nof \u201cinventory\u201d from 1Q26 combined with this depreciation, were the \u201cmost impactful\u201d in driving\n\n2Q26 used unit sales declines; and\n\n (h) As a result, Defendants\u2019 statements regarding CarMax\u2019s business,\n\noperations, and prospects were materially false and misleading or lacked a reasonable basis when\n\nmade.\n\n B. 2Q26 Materially Misleading Statements and Omissions\n\n 64. On September 25, 2025, before the market opened, CarMax issued a press release\n\nannouncing the Company\u2019s financial results for second quarter ended August 31, 2025 (\u201c2Q26\n\nRelease\u201d). As detailed more fully below in \u00b6\u00b696-102, in the 2Q26 Release Defendants disclosed\n\nweaker than expected year-over-year 2Q26 financial results reflecting sharp declines across\n\nmultiple key performance metrics, and an unexpected increase of $142.2 million for the quarter in\n\nits provision for loan losses, resulting in CAF income decreasing by more than 11%. In an attempt\n\n\n - 30 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 34 of 65\n\n\n\nto temper this news, Nash noted in the 2Q26 Release that Defendants \u201cremain[ed] confident in our\n\nlong-term strategy and the strength of the earnings model that we have built.\u201d\n\n 65. The same day, CarMax also held a conference call with analysts to discuss the\n\nCompany\u2019s financial and operational results for 2Q26, hosted by Nash, Daniels, and Mayor-Mora.\n\n 66. To soften the negative news, during the call, Nash emphasized the strength of the\n\nCompany\u2019s \u201cdifferentiated and best-in-class omnichannel customer experience\u201d as driving the\n\nCompany\u2019s market share growth and reiterated that Defendants are \u201cfocused on maximizing that\n\nadvantage by driving operational efficiency and sharpening our go-to-market approach.\u201d Nash\n\nfurther highlighted:\n\n Our customer-centric car buying and selling experience is a key differentiator in a\n very large and fragmented market and positions us well for the future. We are\n intently focused on driving this differentiated and best-in-class experience and\n doing so with greater efficiency.\n\n As you heard from us today, we\u2019re actively executing on our key priorities, which\n include driving sales, advancing innovations to improve customer and associate\n experiences, bolstering our marketing efforts, increasing company-wide\n efficiencies and expanding CAF participation across the credit spectrum. All of\n these priorities will give us added flexibility and strengthen us for the future.\n\n 67. A Mizuho Securities analyst asked Defendants to \u201cpiece all [of it] together\u201d while\n\nreferencing \u201cthe aggressive environment\u201d and car market at the \u201cindustry level\u201d and whether there\n\nare \u201cmacro cracks forming with these CAF adjustments\u201d or \u201cany other signals of a more strained\n\nconsumer\u201d or if it was \u201cmore of a competitive element in Q2 versus other players in that sector.\u201d\n\nIn response, Nash downplayed any concerns, again touting the Company\u2019s \u201cdifferentiated and\n\nbest-in-class experience,\u201d stating \u201c[a]s I think about the full year, we set out this year to gain\n\nmarket share. And look, through the first half of the year, we feel good about it . . . .\u201d He added,\n\n\u201cBut we\u2019re not backing off of our stance, like we started this year going after market share. And\n\n\n\n\n - 31 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 35 of 65\n\n\n\nat this point, I don\u2019t see a reason why we would back off that. We expect to gain market share\n\nfor the full year.\u201d\n\n 68. These statements set forth above in \u00b6\u00b666-67, were materially misleading or omitted\n\nmaterial information necessary to make them not misleading because CarMax\u2019s \u201cdifferentiated\n\nand best-in-class omni-channel customer experience,\u201d was not successfully increasing market\n\nshare, Defendants were not successfully \u201cdriving sales,\u201d and CarMax was seeing the negative\n\nimpact of ongoing and increasing competition as of September 25, 2025. Indeed, as detailed in\n\n\u00b6\u00b6103-105, just a few weeks later Defendants disclosed Nash\u2019s termination and poor 3Q26\n\npreliminary outlook \u201c[b]ased on the latest financial results,\u201d including an 8%-12% decrease in\n\ncomparable store used unit sales and net earnings per diluted share of $0.18-$0.36, due to several\n\nfactors, including \u201ca decline in retail unit sales.\u201d\n\n 69. Despite negative reactions to the disappointing news concerning the Company\u2019s\n\nincrease of its loan loss provision, analysts embraced Defendants\u2019 continued positive statements\n\nconcerning the Company\u2019s \u201ckey differentiator[s]\u201d driving CarMax\u2019s business. A September 25,\n\n2025 RBC Capital Markets report maintained its \u201cOutperform\u201d rating and stated: \u201cWith\n\nestablished omnichannel capabilities, an attractive older vehicle offering, and strong cash flow,\n\nCarMax is well positioned to continue driving share gains for the foreseeable future, in our view.\n\nOur price target supports our Outperform rating.\u201d\n\n C. Defendants\u2019 Class Period Statements Violated GAAP\n\n 70. In violation of GAAP, CarMax materially understated its provision for loan losses\n\nand overstated its consolidated earnings before income taxes and CAF income by at least $33\n\nmillion no later than 1Q26 ending May 31, 2025.\n\n 71. During the Class Period, CarMax\u2019s quarterly financial results were reported on\n\nForms 10-Q and its annual results were reported on Forms 10-K. CarMax also reported its\n - 32 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 36 of 65\n\n\n\nquarterly and annual financial earnings in press releases to the public, filed on Form 8-K with the\n\nSEC. Specifically, on June 20, 2025, CarMax issued its 1Q26 Form 10-Q, which was signed by\n\nMayor-Mora and Nash. The 1Q26 Form 10-Q falsely represented that \u201cThese interim unaudited\n\nconsolidated financial statements have been prepared in conformity with U.S. generally\n\naccepted accounting principles (\u2018GAAP\u2019) for interim financial information.\u201d4\n\n 72. In addition, the 1Q26 Form 10-Q reported consolidated earnings before taxes of\n\n$283.1 million and CAF income of $141.7 million.\n\n 73. As alleged in \u00b656, during the 1Q26 conference call, Defendants assured investors\n\nthat although CarMax\u2019s loan provisions were increasing, they were at the \u201chigh watermark.\u201d\n\nThese representations, as well as the financial results contained in the 1Q26 Release and 1Q26\n\nForm 10-Q, were materially false and misleading because as detailed below, the financial results\n\nwere not a fair statement of CarMax\u2019s actual financial results and were not prepared according to\n\nGAAP.\n\n 1. GAAP Requirements\n\n 74. CarMax\u2019s accounting for loan loss reserves is governed by ASC 326 Financial\n\nInstructions \u2013 Credit Losses, which provides guidance on the accounting for credit losses for most\n\n\n\n4\n GAAP are the principles recognized by the accounting profession as the conventions, rules,\nand procedures necessary to define accepted accounting practice at a particular time. SEC\nRegulation S-X (17 C.F.R. \u00a7210.4-01(a)(1)) states that financial statements filed with the SEC that\nare not prepared in compliance with GAAP are presumed to be misleading and inaccurate. On\nJune 30, 2009, the Financial Accounting Standards Board (\u201cFASB\u201d) issued the Statement of\nFinancial Accounting Standards No. 168, The FASB Accounting Standards Codification and the\nHierarchy of Generally Accepted Accounting Principles \u2013 a replacement of FASB Statement\nNo.162. FASB Accounting Standards Codification (\u201cASC\u201d) became the source of authoritative\nU.S. accounting and reporting standards for nongovernmental entities, in addition to guidance\nissued by the SEC, effective for financial statements issued for reporting periods that ended\nafter September 15, 2009. The ASC did not change GAAP.\n\n\n - 33 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 37 of 65\n\n\n\nfinancial assets and certain other instruments that are not measured at fair value through net\n\nincome. In accordance with ASC 326, CarMax was required to report its 1Q26 CAF loans \u201cnet\n\n[of the] amount expected to be collected on the financial asset . . . At the reporting date, an entity\n\nshall record an allowance for credit losses on financial assets . . . . An entity shall report in net\n\nincome (as a credit loss expense) the amount necessary to adjust the allowance for credit losses for\n\nmanagement\u2019s current estimate of expected credit losses on financial asset(s).\u201d5\n\n 75. ASC 326 explicitly requires that:\n\n An entity shall not rely solely on past events to estimate expected credit losses.\n When an entity uses historical loss information, it shall consider the need to adjust\n historical information to reflect the extent to which management expects current\n conditions and reasonable and supportable forecasts to differ from the conditions\n that existed for the period over which historical information was evaluated. The\n adjustments to historical loss information may be qualitative in nature and\n should reflect changes related to relevant data (such as changes in\n unemployment rates, property values, commodity values, delinquency, or other\n factors that are associated with credit losses on the financial asset or in the group\n of financial assets).6\n\n * * *\n\n When developing an estimate of expected credit losses on financial asset(s), an\n entity shall consider available information relevant to assessing the collectability of\n cash flows. This information may include internal information, external\n information, or a combination of both relating to past events, current conditions,\n and reasonable and supportable forecasts. An entity shall consider relevant\n qualitative and quantitative factors that relate to the environment in which the\n entity operates and are specific to the borrower(s).7\n\n * * *\n\n\n\n\n5\n ASC 326-20-30-1.\n6\n ASC 326-20-30-9.\n7\n ASC 326-20-30-7.\n\n\n - 34 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 38 of 65\n\n\n\n An entity\u2019s estimate of expected credit losses shall include a measure of the\n expected risk of credit loss even if that risk is remote, regardless of the method\n applied to estimate credit losses.8\n\n 76. Just prior to the start of the Class Period, in its FY25 Form 10-K, CarMax assured\n\ninvestors that:\n\n Allowance for Loan Losses. The allowance for loan losses . . . represents the net\n credit losses expected over the remaining contractual life of our managed\n receivables. The allowance for loan losses is determined using a net loss timing\n curve method (\u201cmethod\u201d), primarily based on the composition of the portfolio of\n managed receivables and historical gross loss and recovery trends . . . . The output\n of the method is adjusted to take into account reasonable and supportable forecasts\n about the future. Specifically, the change in U.S. unemployment rates and the\n National Automobile Dealers Association used vehicle price index are used to\n predict changes in gross loss and recovery rates, respectively. An economic\n adjustment factor, based upon a single macroeconomic scenario, is developed to\n capture the relationship between changes in these forecasts and changes in gross\n loss and recovery rates . . . . We periodically consider whether the use of alternative\n metrics would result in improved model performance and revise the models when\n appropriate. We also consider whether qualitative adjustments are necessary for\n factors that are not reflected in the quantitative methods but impact the\n measurement of estimated credit losses. Such adjustments include the uncertainty\n of the impacts of recent economic trends on customer behavior. The change in the\n allowance for loan losses is recognized through an adjustment to the provision for\n loan losses.\n\n * * *\n\n While . . . income is earned over time, the provision for lifetime losses is\n recognized at the time of origination. We believe our unique finance platform\n with a full-spectrum in-house lending operation, coupled with a robust network of\n partner lenders, will strengthen our competitive advantage . . . . The provision for\n loan losses reflects changes in the allowance for loan losses. Changes to the\n allowance are primarily driven by loss and delinquency experience, economic\n factors on our outlook for net losses expected to occur over the remaining\n contractual life of the loans receivable as well as changes in the mix of credit\n quality of originations.9\n\n\n\n\n8\n ASC 326-20-30-10.\n9\n Id. at 36.\n\n - 35 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 39 of 65\n\n\n\n 2. 2022 and 2023 Loan Vintages\n\n 77. Leading up to the start of the Class Period, Defendants repeatedly told investors\n\nthat increases in quarterly and annual CAF loan loss provisions were primarily due to the 2022\n\nand 2023 loan vintages experiencing higher losses than expected.\n\n 78. For example, in its 2Q25 Form 10-Q, Defendants told investors that macro-\n\neconomic factors and increased prices negatively impacted these 2022 and 2023 vintages. In the\n\nCompany\u2019s 2Q25 Form 10-Q, Defendants further stated:\n\n The provision for loan losses resulted in expense of $112.6 million and $193.8\n million in the second quarter and first six months of fiscal 2025 . . . . The increases\n in the provision for loan losses in both periods were primarily driven by unfavorable\n loss performance. We experienced higher losses for receivables originated in\n 2022 and 2023, when average selling prices were elevated and these customers\n were later challenged with the macro-inflationary environment . . . . While the\n loan loss reserve was adjusted for these receivables during the first quarter of fiscal\n 2025, further deterioration was observed during the second quarter, resulting in an\n additional adjustment to the reserve.\n\n 79. Defendants also explained in its September 26, 2024 press release for 2Q25 that:\n\n CarMax Auto Finance (CAF) income of $115.6 million, a decline of 14.4% from\n last year\u2019s second quarter as an increase in the provision for loan losses outweighed\n growth in CAF\u2019s average managed receivables and a stable net interest margin\n percentage.\n\n 80. CarMax repeated this explanation when making a year-over-year comparison in the\n\nCompany\u2019s Form 10-Q for 3Q25 filed on January 7, 2025, with CarMax once again representing:\n\n The provision for loan losses resulted in expense of $72.6 million and $266.4\n million in the third quarter and first nine months of fiscal 2025, respectively,\n compared with expense of $68.3 million and $239.0 million in the third quarter and\n first nine months of fiscal 2024, respectively.\n\n The increase in the provision for loan losses for the first nine months of fiscal 2025\n was primarily driven by unfavorable loss performance. We experienced higher\n losses for receivables originated in 2022 and 2023, when average selling prices\n were elevated and these customers were later challenged with the macro-\n inflationary environment.\n\n\n\n - 36 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 40 of 65\n\n\n\n 81. In its FY25 Form 10-K, CarMax again represented that CAF\u2019s loan provision was\n\nunder control and adequate for the Company\u2019s portfolio:\n\n For the remainder of fiscal 2026, we anticipate the quarterly provision to decrease\n slightly from the seasonal peak in the first quarter but remain elevated relative to\n our fourth quarter fiscal 2025 provision. Despite the anticipated increase in our\n provision, we expect CAF income to increase in fiscal 2026.\n\n 82. In CarMax\u2019s FY25 conference call held on April 10, 2025, and in response to a\n\nquestion from an ISI Analyst, Daniels assured investors that CAF income would \u201ctrump[]\u201d the\n\nloan loss provision, stating:\n\n Q: Michael Montani Evercore ISI - Analyst\n\n And then secondly, when could we think about the added penetration turning into\n a win? I guess more specifically, can you grow CAF profits if provisioning have\n to step up that much for this year?\n\n A: Jon Daniels Carmax Inc. - EVP, CarMax Auto Finance\n\n Yeah. And let\u2019s see your second question, do we see given the provision growth in\n CAF income? Short answer is absolutely yes. We see a growth in FY26 for CAF\n income. On top of the provision, that comes from strong net interest margins,\n obviously mentioning our expenses and all of that. But yeah, we absolutely see\n growth within the year and then obviously strong growth beyond that as the\n provision is trumped by the overall income we\u2019re going to gain.\n\n 83. Two months later, in its 1Q26 Form 10-Q, CarMax reported an increase in its loan\n\nloss provision, stating:\n\n CAF Income (Decrease of $5.3 million, or 3.6%, in the first quarter of fiscal 2026).\n The decrease in CAF income for the first quarter of fiscal 2026 reflects an\n increase in the provision for loan losses, partially offset by an increase in the\n interest margin percentage . . . . The provision for loan losses resulted in expense\n of $101.7 million in the first quarter of fiscal 2026 compared with $81.2 million in\n the first quarter of fiscal 2025. The increase in the provision for loan losses for the\n first three months of fiscal 2026 was primarily driven by unfavorable loss\n performance, primarily within loans originated in 2022 and 2023, when average\n selling prices were elevated and these customers were later challenged by the\n inflationary environment.\n\n\n\n\n - 37 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 41 of 65\n\n\n\n 84. During 1Q26 Defendants attributed the increased loan losses to the 2022 and 2023\n\nloan vintages based on virtually the same factors from almost a year prior: macro-economic factors\n\nand increased selling prices. But, GAAP and ASC 326 required that those same inflationary\n\nfactors would have \u2013 and should have \u2013 already been factored into CarMax\u2019s loan loss predictions\n\nat least a year earlier.10\n\n 85. Also, in 1Q26 CarMax increased its loan loss provision by an additional $33\n\nmillion, telling investors on the 1Q26 earnings call that the loan loss provision was adequate and\n\nthe provision was at the \u201chigh watermark.\u201d Based on their prior statements Defendants were\n\nundoubtedly aware before 1Q26 of observable and unique default risk factors impacting the 2022\n\nand 2023 loans that increased CarMax\u2019s loan loss provision.\n\n 86. GAAP required Defendants to adjust the Company\u2019s model to reflect current\n\nconditions and not rely solely on past events to estimate expected credit losses. Specifically, ASC\n\n326 required CarMax to include a measure of the expected risk of credit loss when calculating its\n\n1Q26 loan loss reserves, \u201ceven if that risk is remote, regardless of the method applied to estimate\n\ncredit losses.\u201d11 Defendants knew, or disregarded with severe recklessness that the 2022 and 2023\n\n\u201cborrowers were coming back into delinquency . . . during Q1\u201d and the more than remote risk that\n\nthat those borrowers would continue to \u201crevert back to delinquency and loss\u201d as well as the unique\n\nnature of those loans.\n\n\n\n10\n Fed Funds interest rates rose from 1.75% in June 2022 to 5.5% in June 2023. The rate actually\nfell to 4.5% by May 2025 (1Q26). Trading Economics, United States Interest Rate,\nhttps://tradingeconomics.com/united-states/interest-rate (last visited Mar. 27, 2026).\n11\n In addition, ASC 450 \u2013 Loss Contingencies (450-20-25-3) states, \u201cThe conditions [pertaining\nto the recognition of loss contingencies] are not intended to be so rigid that they require virtual\ncertainty before a loss is accrued.\u201d As such, GAAP did not permit CarMax to wait until 2Q26 for\n\u201cvirtual certainty\u201d of increased loan losses on the 2022 and 2023 vintages to record a material\nincrease in the provision.\n\n - 38 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 42 of 65\n\n\n\n 87. Specifically, Daniels admitted during the Company\u2019s 2Q26 conference call:\n\n Look, I think there\u2019s something incredibly unique about the 2022 to \u201823\n consumer, and it is an industry issue . . . .\n\n So let\u2019s highlight the \u201822 and \u201823 vintages. That customer, as I mentioned, high\n ASP, certainly a higher APR environment, higher overall payment they were\n seeing. They come into the purchasing cycle with excess cash from COVID, and\n they hadn\u2019t fully experienced inflation yet. So we had a lot to learn about that\n customer. Initially, we saw some \u2013 again, we\u2019re coming off of incredibly low\n trough loss rates of \u201819, \u201820, \u201821 vintages, so hard to gauge how there\u2019s \u201822 and \u201823\n vintages were going to perform. We saw an increase in losses initially, but that\u2019s\n not surprising because it\u2019s coming off of trough lower vintages of those previous\n years.\n\n So as we watched that customer perform, we saw it and thought maybe it was a pull\n forward in losses. Ultimately, as we saw a little increase, so maybe a timing curve\n adjustment, and then we watch that customer begin to struggle and continue to\n struggle a little bit. We made some adjustments that we thought were very smart\n for the consumer and smart for us, and that has proven to be the case. And that was\n we adjusted our extension policy in the fall. We saw more payments come in, had\n we otherwise not done that, so we were pleased to see that, but we had to watch\n that play through.\n\n We saw some of those customers coming back into delinquency and loss during\n Q1. It\u2019s obviously a tax time season as well so it\u2019s a little muddied. So we did make\n an adjustment in Q1. And we wanted to watch it all play through. We saw some\n good performance initially with, again, those extensions, we wanted to see how\n much was going to come back in delinquency. And unfortunately, during the\n quarter, we saw more revert back to delinquency and loss.\n\n 88. Even though Defendants made an adjustment to the provision in 1Q26, they failed\n\nto adequately consider the unique nature and the real risk of increased delinquency of those loans,\n\nknown in 1Q26, in violation of GAAP. In fact, Defendants possessed corroborating data\n\ndemonstrating the increase in delinquencies during in 1Q26. In 1Q26, CarMax\u2019s past due loans\n\nincreased by 10%, from $853.9 million in 4Q25, to $939.7 million in 1Q26 and remained at that\n\nelevated level ($944.1 million) in 2Q26 as depicted in the chart below:\n\n\n\n\n - 39 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 43 of 65\n\n\n\n\n 89. Defendants misrepresented to investors that they were properly accounting for loan\n\nlosses in accordance with GAAP and adequately estimating \u201closses expected [over] the remaining\n\ncontractual life\u201d of the loans while recording sufficient provisions for lifetime losses on those loans\n\nsince the \u201ctime of origination.\u201d Defendants also assured investors that they used a sophisticated\n\nmodel that took into account macro-economic factors and \u201cvehicle price index . . . to predict\n\nchanges in gross loss and recovery rates\u201d and would factor in qualitative factors and make\n\nnecessary adjustments based on those factors.\n\n 90. Based on the above observable information, Defendants either knew or acted with\n\nsevere recklessness in turning a blind eye to the continued losses on the 2022 and 2023 loan\n\nvintages in 1Q26. Either way, Defendants simply did not make the required quantitative and\n\n\n - 40 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 44 of 65\n\n\n\nqualitative adjustments to historical loss information as required by GAAP which caused\n\nCarMax\u2019s loan loss provisions to be materially understated in 1Q26.\n\n 91. As a result of ongoing and observable under-provisioning of loan loss increases in\n\n1Q26, Defendants were forced to record a massive $142 million \u201ctrue up\u201d adjustment to its loan\n\nloss provision in 2Q26.\n\n\n\n\n 92. In its 2Q26 presentation that accompanied its conference call, Defendants, for the\n\nfirst time, disclosed a chart of loss curves for their portfolio, including the 2022 and 2023\n\noriginated loans. The chart demonstrates a dramatic increase in cumulative net loss for Tier 1\n\nloans since origination, based on conditions Defendants admitted they had been closely\n\nmonitoring.\n\n\n - 41 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 45 of 65\n\n\n\n\n 3. Defendants\u2019 Under Provisioning was Material\n\n 93. CarMax reported the following consolidated earnings and CAF income from 2Q25\n\nto 2Q26.\n\n CarMax Earnings befor taxes and CAF Income\n Q2 2025 to Q2 2026\n Q2 2025 Q3 2025 Q4 2025 Q1 2026 Q2 2026\n CarMax Earnings before taxes $ 177.8 $ 166.5 $ 118.4 $ 281.3 $ 127.0\n CAF Income $ 115.6 $ 159.9 $ 158.5 $ 141.7 $ 102.6\n\n 94. CarMax\u2019s material drop in income in 2Q26 was attributed to a \u201ctrue up\u201d adjustment\n\nfor its loan loss provision. Defendants explained on the 2Q26 Earnings Call that \u201c[t]he primary\n\ndriver of the $71 million adjustment on the existing portfolio comes from additional losses\n\nanticipated within the 2022 and 2023 vintages.\u201d That \u201ctrue up\u201d adjustment represented 50% of\n\nthe total provision adjustment for 2Q26. The provision for CarMax\u2019s existing portfolio (which\n\nincludes the 2022 and 2023 vintages) almost doubled from $37.6 million in 1Q26 to $71 million\n\nin Q2 2026 \u2013 an increase of $33.7 million. CAF\u2019s 2Q26 income was materially impacted by the\n\nprovision adjustment \u2013 falling 28% from $141.7 in 1Q26 to $102.6 in 2Q26, a drop of $39 million.\n\n - 42 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 46 of 65\n\n\n\nThe \u201ctrue up\u201d adjustment also materially impacted CAF\u2019s income outlook for full year 2026 which\n\nwent from an expected year-over-year increase to an expected \u201cflat to down\u201d year as of September\n\n2025. CarMax attributed CAF\u2019s drop in income to the \u201clarger provision impact this quarter.\u201d Had\n\nCarMax, been properly accounting for the credit losses on the 2022 and 2023 loans in accordance\n\nwith GAAP, at least $33 million of the $71 million true up adjustment taken in 2Q26 would have\n\nbeen recorded no later than 1Q26. This under provisioning materially overstated CAF\u2019s 1Q26\n\nincome by at least 23% ($33 million divided by $141.7 million) and CarMax\u2019s 1Q26 consolidated\n\nearnings before taxes by at least 12% ($33 million divided by $283.1 million). Notably, during\n\nthe 2Q26 earnings call, an analyst from J.P. Morgan was taken aback by the increase of the\n\nprovisioning, stating, \u201cI\u2019m just surprised by just the magnitude of the provision pickup because we\n\nhad your last earnings call just two months ago[.]\u201d\n\nVI. LOSS CAUSATION AND ECONOMIC LOSS\n\n 95. During the Class Period, as alleged above in \u00b6\u00b619-94, Defendants engaged in a\n\nscheme to defraud and made materially untrue, false, and misleading statements and/or omitted\n\nmaterial information concerning CarMax\u2019s financial performance, growth, and competitive\n\nstrength. Defendants\u2019 fraudulent conduct had the effect of artificially inflating, maintaining, and\n\nmanipulating the price of CarMax securities and deceived Lead Plaintiff and the Class, causing\n\npurchasers of CarMax securities to suffer economic harm as the truth reached the market. When\n\nthe circumstances concealed by Defendants began to be revealed, it caused the price of CarMax\n\nsecurities to fall as the prior artificial inflation came out of the price. As a result of their purchase\n\nor acquisition of CarMax securities at inflated prices during the Class Period, and the decline in\n\nthe price of CarMax securities when the relevant truth began to be revealed, Lead Plaintiff and\n\nother members of the Class suffered economic loss, i.e., damages, under the federal securities laws.\n\n\n - 43 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 47 of 65\n\n\n\nThe following paragraphs detail examples of instances, during the Class Period, in which the\n\nrelevant truth was partially revealed.\n\n 96. On September 25, 2025, CarMax shocked the market in its 2Q26 Release by\n\nrevealing weaker than expected year-over-year 2Q26 financial results, reflecting sharp declines\n\nacross multiple key performance metrics, including a 24.7% decline in diluted EPS to $0.64.\n\nDuring the conference call held that same day, Mayor-Mora directly attributed the 24.7% EPS\n\ndecline to \u201clower volume and the CAF loss provision adjustment.\u201d Despite Defendants\u2019 previous\n\nassurances that CAF loan loss provisioning was at its \u201chigh watermark,\u201d CarMax surprised the\n\nmarket with news of a sharp increase of $142.2 million for the quarter in its provision for loan\n\nlosses, resulting in CAF income decreasing by more than 11%. CarMax explained that its 2Q26\n\nprovision for loan losses \u201cincluded an increase of $71.3 million in [its] estimate of lifetime losses\n\non existing loans, primarily due to worsening performance among the 2022 and 2023 vintages.\u201d\n\nCarMax further elaborated on the increase, noting \u201c[a]s of August 31, 2025, the allowance for loan\n\nlosses of $507.3 million was 3.02% of auto loans held for investment, up from 2.76% as of May\n\n31, 2025.\u201d\n\n 97. Also during the call, Daniels disclosed that the Company \u201csaw some of those [\u201822\n\nand \u201823 vintage loan] customers coming back into delinquency and loss during Q1\u201d and that\n\ndespite \u201csome good performance initially\u201d \u201cduring the [second] quarter, we saw more revert back\n\nto delinquency and loss.\u201d\n\n 98. The Company\u2019s 2Q26 Release also reported sharp declines in sales, revenues, and\n\nprofits of its retail used car business, including a 7.2% decline in retail used vehicle revenues; a\n\n5.4% decline in retail used unit sales; a 6.3% decline in comparable store used unit sales; 5.6%\n\ndecline in total gross profit; a 4.2% decline in \u201cother\u201d gross profit; and a 7.6% decline in used\n\n\n - 44 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 48 of 65\n\n\n\nvehicle gross profit. Nash on the conference call also reported that \u201cretail gross profit per used\n\nunit\u201d was \u201cdown approximately $200 [million] from the first quarter,\u201d and acknowledged that\n\n\u201c[t]he sequential decline was more than twice our historical average,\u201d a sharp reversal from 1Q26\n\nwhere he had highlighted an \u201call-time record\u201d of retail GPU performance.\n\n 99. Furthermore, contrary to his earlier representations denying demand was due to\n\npredominately macroeconomic factors and that CarMax was not \u201csee[ing] any impact on [its]\n\nbusiness\u201d from consumer \u201cfinancial[] stress[],\u201d, Nash admitted that the \u201cuptick\u201d in sales in \u201cMarch\n\nand April\u201d was in fact driven by customer\u2019s anticipating increased vehicle pricing and \u201ctariff\n\nspeculation.\u201d\n\n 100. Nash also explained that as a result of increasing inventory \u201c[a]cross the back half\n\nof May through the end of June,\u201d the Company \u201csaw about $1,000 in depreciation\u201d per used retail\n\nunit in 2Q26, and that the \u201cbuying . . . up\u201d of \u201cinventory\u201d from 1Q26, combined with this\n\ndepreciation, were the \u201cmost impactful\u201d in driving 2Q26 used unit sales declines. He further\n\nrevealed that the Company had to \u201clower[] retail margin to drive sell-through [of that oversupply\n\nin inventory]\u201d and that it \u201cintentionally slowed buys to balance our inventory with sales.\u201d Nash\n\nfurther elaborated that the reported quarterly $200 million decline in retail GPU is attributable to\n\n\u201cthe actions\u201d CarMax intentionally undertook. As a result, Nash acknowledged that in 2Q26, \u201cwe\n\nfell into a spot where we weren\u2019t as competitive,\u201d and that CarMax\u2019s \u201cprice\u201d and \u201csales\u201d were\n\nnegatively affected.\n\n 101. On this news, the price of CarMax common stock plummeted $11.45 per share, or\n\n20%, from its closing price on September 24, 2025, to close at $45.60 per share on September 25,\n\n2025, on abnormally high trading volume of more than 28 million shares.\n\n\n\n\n - 45 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 49 of 65\n\n\n\n 102. This news shocked the investing public, prompting direct reactions from analysts\n\nand investors.\n\n (a) During the 2Q26 conference call, an analyst from J.P. Morgan reacted: \u201cI\u2019m\n\njust surprised by just the magnitude of the provision pickup because we had your last earnings call\n\njust two months ago.\u201d\n\n (b) In a September 25, 2025 report, Stephens Inc. wrote that \u201c[r]esults should\n\nbe looked at as being disappointing regardless of how one looks at KMX,\u201d noting that 2Q26 EPS\n\nwas \u201croughly 40% below estimates,\u201d and that total units sold, comparable store used unit sales,\n\nand CAF income also fell below estimates. The report also stated, the \u201cworsening performance of\n\n2022 and 2023 vintages\u201d were \u201ca bit shocking\u201d and \u201c[w]e believe investors will have trouble\n\ndigesting them as well.\u201d\n\n (c) Truist concluded in a September 25, 2025 report that \u201c2Q [was] a miss\n\nacross the board,\u201d and further noted that \u201cCAF income came in at $103mm, well below our\n\nforecast,\u201d driven by \u201cmuch higher\u201d loan-loss provisions due to \u201cworsening performance among\n\nthe \u201822/\u201823 vintages.\u201d Truist lowered its CY25/CY26 EPS estimate to $3.25 from $4.15, and its\n\nprice target from $74 to $47.\n\n (d) A BNP Paribas report issued on September 25, 2025, noted that \u201c[t]his was\n\na poor quarter for CarMax\u201d and that the \u201cCAF business also rapidly deteriorated, confirming one\n\nof our concerns last quarter that a shift of loans into held for sale could be masking underlying\n\ncredit deterioration.\u201d\n\n (e) J.P. Morgan in a September 25, 2025 report noted \u201c[t]here is very little\n\nredeeming in results today.\u201d J.P. Morgan also remarked that \u201c[t]he quarter was marked by weak\n\nSS retail unit comps, softer-than-expected retail GPUs, and underperformance in \u2018Other\u2019 gross\n\n\n - 46 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 50 of 65\n\n\n\nprofit.\u201d The report noted that \u201ctariff pull-forward into F1Q and intra-quarter depreciation\u201d\n\nimpacted \u201cprice competitiveness\u201d and that \u201c[t]he lack of pricing competitiveness did not translate\n\ninto retail GPU upside, with GPU at $2,216 vs. JPMe $2,350.\u201d\n\n (f) Another analyst from J.P. Morgan wrote in a September 26, 2025 report that\n\nthe 2Q26 results \u201cconfirm investors\u2019 worst fears\u201d and that there was \u201c[l]imited [v]isibility on any\n\n[q]uick [f]ix.\u201d\n\n (g) Analysts at Benchmark in an October 7, 2025 report highlighted the\n\nsignificance of the $1,000 depreciation per unit on CarMax\u2019s performance, noting that the $1,000\n\ndepreciation per unit \u201ccompressed two-thirds of annual depreciation into just six weeks\u201d and that\n\naccordingly, \u201c[t]he biggest quarterly drag came from catch-up depreciation\u201d which was driven by\n\nthe \u201ctariff-driven pull-forward.\u201d\n\n (h) In a September 25, 2025 report, RBC Capital Markets\u2019 reaction was mixed,\n\nstating, \u201c[t]his was a tough quarter for KMX,\u201d noting a \u201csharp negative reversal in retail units.\u201d\n\nRBC Capital Markets added that retail net sales were driven by comp used vehicle unit sales of \u201c-\n\n6.3% (cons. +2.2%),\u201d which it described as \u201ca material change in trend.\u201d Despite these changes,\n\nRBC Capital Markets\u2019 analyst still assigned an \u201cOutperform\u201d rating to CarMax.\n\n 103. Then on November 6, 2025, the truth was more fully revealed when CarMax issued\n\nits Form 8-K disclosing that Nash was \u201cterminated\u201d on November 4, 2025, and that, as a result, he\n\nresigned from the Board effective December 1, 2025.\n\n 104. On that same day, the Company also announced poor 3Q26 preliminary outlook\n\n\u201c[b]ased on the latest financial results,\u201d including an 8%-12% decrease in comparable store used\n\nunit sales and \u201cNet earnings per diluted share of $0.18-$0.36, including $0.09 of non-recurring\n\nexpenses related primarily to the leadership change announced today and Customer Experience\n\n\n - 47 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 51 of 65\n\n\n\nCenter workforce reductions.\u201d The Company further revealed that its 3Q26 financial results \u201chave\n\nbeen impacted\u201d by several factors, including \u201ca decline in retail unit sales\u201d demonstrating\n\ndecreased demand.\n\n 105. On this news, the price of CarMax common stock fell another $9.93, or over 24%\n\nper share, from a closing price of $40.81 per share on November 5, 2025, to a closing price of\n\n$30.88 per share on November 6, 2025, on abnormally high trading volume of over 24 million\n\nshares.\n\n 106. Upon news of Nash\u2019s termination and weak 3Q26 preliminary outlook and financial\n\nresults, analysts and investors were stunned:\n\n (a) RBC Capital Markets in a November 6, 2025 report warned that the\n\nCompany\u2019s \u201cabrupt\u201d CEO transition and preliminary third-quarter guidance \u201cwell below Street\u201d\n\nexpectations would likely cause investors to \u201ctread with caution for the foreseeable future.\u201d\n\n (b) BNP Paribas in a November 10, 2025 report, reiterated its Underperform\n\nrating and warned that CarMax was \u201cat a crossroads after the recent departures of its long tenured\n\nCEO and [Chief Marketing Officer].\u201d\n\n (c) A November 6, 2025 Morgan Stanley report, noted that the Company\u2019s\n\npreliminary guidance for same-store sales of approximately \u201c-10% y/y at the midpoint\u201d was\n\n\u201cmaterially weaker\u201d than expectations and warned that \u201cinvestors may remain pressured\u201d as the\n\nmarket questions \u201cwhether Carmax can grow share at all with omni-channel.\u201d\n\n (d) Analysts, such as Benchmark through a November 6, 2025 report, remarked\n\nthat the \u201cdecline in retail volumes\u201d was \u201cworse than expected.\u201d\n\n 107. The decline in the price of CarMax securities after the corrective disclosures came\n\nto light was a direct result of the revelation of the nature and extent of Defendants\u2019 fraudulent\n\n\n - 48 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 52 of 65\n\n\n\nmisrepresentations and omissions to investors and the market. The timing and magnitude of the\n\nprice declines in CarMax securities compared to the market and its peers negate any inference that\n\nthe loss suffered by Lead Plaintiff and the other Class members was caused by changed market\n\nconditions, macroeconomic or industry factors, or Company-specific facts unrelated to\n\nDefendants\u2019 fraudulent conduct. The below chart demonstrates the clear divergence of the\n\nCompany\u2019s common stock price from its benchmark indices and its identified competitors\u2019 stock\n\nprices (\u201cCompetitor Index\u201d)12 as the revelation of the truth became known. Notably, while\n\nCarMax\u2019s common stock price fell over 20% and 24% on September 25, 2025 and November 6,\n\n2025, respectively, the S&P 500 and the S&P 500 Retailing Index declined a mere 0.5% and 1.78%\n\non September 25, 2025, respectively, and 1.1%, and 2.97% on November 6, 2025, respectively:\n\n\n\n\n12\n CarMax identified the S&P 500 Index and the S&P 500 Retailing Index as benchmarks for its\ncommon stock performance in its FY25 Form 10-K.\n\n - 49 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 53 of 65\n\n\n\n 108. Accordingly, the economic loss, i.e., damages, suffered by Lead Plaintiff and the\n\nother Class members was a direct result of Defendants\u2019 misrepresentations and omissions that\n\nartificially inflated the price of CarMax securities and the subsequent significant decline in the\n\nvalue of CarMax securities when Defendants\u2019 prior misrepresentations and omissions and other\n\nfraudulent conduct were revealed.\n\nVII. PRESUMPTION OF RELIANCE\n\n 109. A class-wide presumption of reliance is also appropriate with respect to the\n\nExchange Act claims in this action under the fraud-on-the-market doctrine. As a result of\n\nDefendants\u2019 materially false and misleading statements, the Company\u2019s publicly traded securities\n\ntraded at artificially inflated prices during the Class Period on a market that was open, well-\n\ndeveloped, and efficient at all times. Lead Plaintiff and other members of the Class purchased or\n\notherwise acquired the Company\u2019s publicly traded securities relying upon the integrity of the\n\nmarket price of those securities and the market information relating to CarMax, and have been\n\ndamaged thereby.\n\n 110. At all relevant times, the market for the Company\u2019s securities was an efficient\n\nmarket for the following reasons, among others:\n\n (a) As a regulated issuer, CarMax regularly made public filings with the SEC\n\nand related press releases;\n\n (b) CarMax regularly communicated with public investors via established\n\nmarket communication mechanisms, including through regular disseminations of press releases on\n\nthe national circuits of major newswire services and through other wide-ranging public disclosures,\n\nsuch as communications with the financial press, and other similar reporting services;\n\n (c) CarMax was followed by several securities analysts employed by major\n\nbrokerage firms, such as Truist, BNP Paribas, William Blair, J.P. Morgan, BofA Global Research,\n - 50 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 54 of 65\n\n\n\nStephens Inc., Morgan Stanley, RBC Capital Markets, Oppenheimer, Barclays Capital Inc., and\n\nWedbush Securities, among others, who wrote research reports that were distributed to the\n\nbrokerage firms\u2019 sales force and the public at large. Each of these reports was publicly available\n\nand entered the public marketplace; and\n\n (d) Certain of the Company\u2019s securities, including its common stock, met the\n\nrequirements for listing and were listed and actively traded on the NYSE, a highly efficient and\n\nautomated market.\n\n 111. As a result of the foregoing, the market for the Company\u2019s securities promptly\n\ndigested current information regarding CarMax from all publicly available sources and reflected\n\nsuch information in the prices of the Company\u2019s securities.\n\n 112. Under these circumstances, all purchasers of the Company\u2019s securities during the\n\nClass Period suffered similar injury through their purchase of the Company\u2019s securities at\n\nartificially inflated prices.\n\n 113. At the times they purchased or otherwise acquired the Company\u2019s securities, Lead\n\nPlaintiff and other members of the Class were without knowledge of the facts concerning the\n\nwrongful conduct alleged herein and could not reasonably have discovered those facts.\n\n 114. As a result of the above circumstances, the presumption of reliance applies.\n\n 115. In sum, Lead Plaintiff will rely, in part, upon the presumption of reliance\n\nestablished by the fraud-on-the-market doctrine in that:\n\n (a) Defendants made public misrepresentations during the Class Period;\n\n (b) the misrepresentations were material;\n\n (c) the Company\u2019s securities traded in an efficient market;\n\n\n\n\n - 51 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 55 of 65\n\n\n\n (d) the misrepresentations alleged would tend to induce a reasonable investor\n\nto misjudge the value of the Company\u2019s securities; and\n\n (e) Lead Plaintiff and other members of the Class purchased or otherwise\n\nacquired the Company\u2019s securities between the time Defendants misrepresented material facts and\n\nthe time the true facts were disclosed, without knowledge that the facts were misrepresented.\n\nVIII. NO SAFE HARBOR\n\n 116. The 1Q26 Form 10-Q incorporated generic and boilerplate risk factors disclosed in\n\nthe Company\u2019s FY25 Form 10-K. The Company\u2019s supposed risk warnings, both individually and\n\ncollectively, failed to warn the market of the true risks detailed herein. These warnings were not\n\nmeaningfully different from year-to-year, or quarter-to-quarter but, instead, were merely\n\nboilerplate language that failed to develop with time as the very risks they sought to warn of began\n\nto materialize. Therefore, these \u201ccautions\u201d were untethered to the known problems at hand,\n\nrendering them meaningless. Given the scope and magnitude of Defendants\u2019 fraud, as detailed\n\nherein, the risk warnings were themselves false and misleading and did not shield Defendants from\n\nliability. The risk warnings were false and misleading because they did not disclose that\n\nDefendants were actually engaging in the very actions about which they purportedly warned and/or\n\nhad actual knowledge of material adverse facts undermining such disclosures.\n\n 117. Moreover, to the extent that any statements pleaded herein are forward-looking,\n\nDefendants are liable for them because, at the time each of them was made, the particular speaker\n\nknew it was false or misleading, for the reasons detailed herein, and/or the forward-looking\n\nstatement was authorized and/or approved by an executive officer of CarMax who knew it was\n\nfalse or misleading when made.\n\n\n\n\n - 52 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 56 of 65\n\n\n\nIX. CLASS ACTION ALLEGATIONS\n\n 118. Lead Plaintiff brings this action as a class action pursuant to Rule 23(a) and (b)(3)\n\nof the Federal Rules of Civil Procedure alleging violations of Sections 10(b) and 20(a) of the\n\nExchange Act, and Rule 10b-5 promulgated thereunder by the SEC, on behalf of all persons and\n\nentities who or which purchased or acquired publicly traded securities of CarMax during the Class\n\nPeriod, and who were damaged thereby (\u201cClass\u201d). Excluded from the Class are: (i) Defendants;\n\n(ii) present and former executive officers and directors of CarMax, and members of their\n\nimmediate families (as defined in 17 C.F.R. \u00a7229.404, Instructions (1)(a)(iii) and (1)(b)(ii)); (iii)\n\nany of the foregoing entities\u2019 and individuals\u2019 legal representatives, heirs, successors, or assigns;\n\nand (iv) any entity in which Defendants have or had a controlling interest, or any affiliate of any\n\nDefendant. For avoidance of doubt, \u201caffiliates\u201d are persons or entities that directly, or indirectly\n\nthrough one or more intermediaries, control, are controlled by, or are under common control with\n\none of the Defendants, and includes any employee benefit plan organized for the benefit of CarMax\n\nemployees.\n\n 119. Members of the Class are so numerous that joinder of all members is impracticable.\n\nAccording to the Company\u2019s SEC filings, as of February 28, 2025, CarMax had more than 153\n\nmillion shares of common stock outstanding. While the exact number of members of the Class\n\ncan only be determined by appropriate discovery, Lead Plaintiff believes that members of the Class\n\nnumber at least in the hundreds, if not the thousands, and that they are geographically dispersed.\n\n 120. Lead Plaintiff\u2019s claims are typical of the claims of the members of the Class because\n\nLead Plaintiff and all of the members of the Class sustained damages arising out of Defendants\u2019\n\nwrongful conduct complained of herein.\n\n 121. Lead Plaintiff will fairly and adequately protect the interests of the members of the\n\nClass and have retained counsel experienced and competent in class actions and securities\n - 53 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 57 of 65\n\n\n\nlitigation. Lead Plaintiff has no interests that are contrary to, or in conflict with, the members of\n\nthe Class that Lead Plaintiff seeks to represent.\n\n 122. A class action is superior to all other available methods for the fair and efficient\n\nadjudication of this controversy because joinder of all members is impracticable. Furthermore, as\n\nthe damages suffered by individual members of the Class may be relatively small, the expense and\n\nburden of individual litigation make it impossible for the members of the Class to individually\n\nredress the wrongs done to them. There will be no difficulty in the management of this action as\n\na class action.\n\n 123. Questions of law and fact common to the members of the Class predominate over\n\nany questions that may affect only individual members in that Defendants have acted on grounds\n\ngenerally applicable to the entire Class. Among the questions of law and fact common to the Class\n\nare:\n\n (a) whether Defendants violated the federal securities laws as alleged herein;\n\n (b) whether Defendants\u2019 publicly disseminated press releases and statements\n\nduring the Class Period omitted and/or misrepresented material facts;\n\n (c) whether Defendants failed to convey material facts or to correct material\n\nfacts previously disseminated;\n\n (d) whether Defendants participated in and pursued the fraudulent scheme or\n\ncourse of business complained of herein in violation of the Exchange Act;\n\n (e) whether Defendants acted willfully, with knowledge or recklessness, in\n\nomitting and/or misrepresenting material facts in violation of the Exchange Act;\n\n\n\n\n - 54 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 58 of 65\n\n\n\n (f) whether the market prices of the Company\u2019s securities during the Class\n\nPeriod were artificially inflated due to the material nondisclosures and/or misrepresentations\n\ncomplained of herein; and\n\n (g) whether the members of the Class have sustained damages as a result of the\n\ndecline in value of the Company\u2019s securities when the truth was revealed and the artificial inflation\n\ncame out, and, if so, what is the appropriate measure of damages.\n\n\n\n Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Promulgated Thereunder\n Against All Defendants\n\n 124. Lead Plaintiff repeats and re-alleges the allegations set forth in \u00b6\u00b61-123 above as\n\nthough fully set forth herein.\n\n 125. This claim is asserted pursuant to Section 10(b) of the Exchange Act, 15 U.S.C.\n\n\u00a778j(b), and Rule 10b-5 thereunder, 17 C.F.R. \u00a7240.10b-5, on behalf of Lead Plaintiff and the\n\nClass, against each of the Defendants.\n\n 126. During the Class Period, Defendants carried out a plan, scheme, and course of\n\nconduct which was intended to and, throughout the Class Period, did: (a) deceive the investing\n\npublic, Lead Plaintiff, and other Class members, as alleged herein; (b) artificially inflate and\n\nmaintain the market price of the Company\u2019s publicly traded securities; and (c) cause Lead Plaintiff\n\nand other members of the Class to purchase the Company\u2019s publicly traded securities at artificially\n\ninflated prices. In furtherance of this unlawful scheme, plan, and course of conduct, Defendants\n\ntook the actions set forth herein.\n\n 127. Defendants: (a) employed devices, schemes, and artifices to defraud; (b) made\n\nuntrue statements of material fact and/or omitted to state material facts necessary to make the\n\nstatements not misleading; and (c) engaged in acts, practices, and a course of business which\n\n - 55 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 59 of 65\n\n\n\noperated as a fraud and deceit upon the purchasers of the Company\u2019s securities in an effort to\n\nmaintain artificially high market prices for the Company\u2019s securities in violation of Section 10(b)\n\nof the Exchange Act and Rule 10b-5. Defendants are sued as primary participants in the wrongful\n\nand illegal conduct charged herein. The Individual Defendants are also sued as a controlling\n\nperson of CarMax, as alleged below.\n\n 128. In addition to the duties of full disclosure imposed on Defendants as a result of their\n\nmaking affirmative statements and reports, or participating in the making of affirmative statements\n\nand reports to the investing public, they each had a duty to promptly disseminate truthful\n\ninformation that would be material to investors in compliance with the integrated disclosure\n\nprovisions of the SEC as embodied in SEC Regulation S-X (17 C.F.R. \u00a7210.01, et seq.) and S-K\n\n(17 C.F.R. \u00a7229.10, et seq.) and other SEC regulations, including accurate and truthful information\n\nwith respect to the Company\u2019s operations, sales, financial condition, and operational performance,\n\nso that the market prices of the Company\u2019s publicly traded securities would be based on truthful,\n\ncomplete, and accurate information.\n\n 129. Defendants, individually and in concert, directly and indirectly, by the use, means,\n\nor instrumentalities of interstate commerce and/or of the mails, engaged and participated in a\n\ncontinuous course of conduct to conceal adverse material information about the Company\u2019s\n\nfinancial and operational results and prospects as specified herein.\n\n 130. Defendants each employed devices, schemes, and artifices to defraud, while in\n\npossession of material adverse non-public information and engaged in acts, practices, and a course\n\nof conduct as alleged herein in an effort to assure investors of the Company\u2019s value, performance,\n\nand financial growth, which included the making of, or the participation in the making of, untrue\n\nstatements of material facts about the Company\u2019s financial and operational results and prospects\n\n\n - 56 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 60 of 65\n\n\n\nand omitting to state material facts necessary to make the statements made about the Company\u2019s\n\nfinancial and operational results and prospects not misleading in light of the circumstances under\n\nwhich they were made, as set forth more particularly herein, and engaged in transactions, practices,\n\nand a course of business which operated as a fraud and deceit upon the purchasers of the\n\nCompany\u2019s securities during the Class Period.\n\n 131. The Individual Defendants\u2019 primary liability and controlling person liability arise\n\nfrom the following facts, among others: (a) they were high-level executives at the Company during\n\nthe Class Period; (b) the Individual Defendants, by virtue of their responsibilities and activities as\n\nexecutives were privy to, and participated in, the creation, development, and reporting of the\n\nCompany\u2019s projections and financial condition; (c) they enjoyed significant personal contact and\n\nfamiliarity with, was advised of, and had access to other members of the Company\u2019s management\n\nteam, internal reports, and other data and information about the Company\u2019s financial and\n\noperational results and prospects at all relevant times; and (d) they were aware of the Company\u2019s\n\ndissemination of information to the investing public which they knew, or recklessly disregarded,\n\nwas materially false and misleading.\n\n 132. Each of the Defendants had actual knowledge of the misrepresentations and\n\nomissions of material facts set forth herein, or acted with severe reckless disregard for the truth, in\n\nthat each failed to ascertain and disclose such facts, even though such facts were available to each\n\nof them. Such Defendants\u2019 material misrepresentations and/or omissions were done knowingly or\n\nwith severe recklessness and for the purpose and effect of concealing information regarding the\n\nCompany\u2019s true financial and operational results and prospects from the investing public and\n\nsupporting the artificially inflated price of its securities. As demonstrated by Defendants\u2019\n\nmisstatements and omissions throughout the Class Period regarding the Company\u2019s true financial\n\n\n - 57 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 61 of 65\n\n\n\nand operational results and prospects, Defendants, if they did not have actual knowledge of the\n\nmisrepresentations and omissions alleged, were severely reckless in failing to obtain such\n\nknowledge by deliberately refraining from taking those steps necessary to discover whether those\n\nstatements were false or misleading.\n\n 133. As a result of the dissemination of the materially false and misleading information\n\nand failure to disclose material facts, as set forth above, the market prices of the Company\u2019s\n\nsecurities were artificially inflated during the Class Period. In ignorance of the fact that market\n\nprices of the Company\u2019s publicly traded securities were artificially inflated, and relying directly\n\nor indirectly on the false and misleading statements made by Defendants, or upon the integrity of\n\nthe market in which the securities trade, and/or on the absence of material adverse information that\n\nwas known to, or disregarded with severe recklessness by, Defendants, but not disclosed in public\n\nstatements by Defendants during the Class Period, Lead Plaintiff and other members of the Class\n\nacquired the Company\u2019s securities during the Class Period at artificially high prices and were\n\ndamaged thereby, as evidenced by, among others, the securities price declines above.\n\n 134. At the time of said misrepresentations and omissions, Lead Plaintiff and other\n\nmembers of the Class were ignorant of their falsity and believed them to be true. Had Lead\n\nPlaintiff and other members of the Class and the marketplace known of the Company\u2019s fraudulent\n\npractices, the true nature and prospects of the Company\u2019s financial and operating results and\n\nprospects, or the Company\u2019s true intrinsic value, which were not disclosed by Defendants, Lead\n\nPlaintiff and other members of the Class would not have purchased or otherwise acquired their\n\nCarMax publicly traded securities during the Class Period; or, if they had acquired such securities\n\nduring the Class Period, they would not have done so at the artificially inflated prices which they\n\npaid.\n\n\n - 58 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 62 of 65\n\n\n\n 135. By virtue of the foregoing, Defendants, and each of them, have each violated\n\nSection 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder.\n\n 136. As a direct and proximate result of Defendants\u2019 wrongful conduct, Lead Plaintiff\n\nand other members of the Class suffered damages in connection with their respective purchases\n\nand sales of the Company\u2019s securities during the Class Period, as evidenced by, among others, the\n\nsecurities price declines discussed above, when the artificial inflation was removed from the\n\nCompany\u2019s securities.\n\n 137. This claim is brought within the applicable statute of limitations.\n\n\n\n Violations of Section 20(a) of the Exchange Act\n Against All Defendants\n\n 138. Lead Plaintiff repeats and re-alleges the allegations set forth in \u00b6\u00b61-123 above as\n\nthough fully set forth herein.\n\n 139. This claim is asserted pursuant to Section 20(a) of the Exchange Act, 15 U.S.C.\n\n\u00a778t(a), on behalf of Lead Plaintiff and the Class, against each of the Individual Defendants.\n\n 140. The Individual Defendants acted as a controlling person of CarMax within the\n\nmeaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level\n\npositions with the Company, participation in, and/or awareness of, the Company\u2019s operations,\n\nand/or intimate knowledge of the Company\u2019s fraudulent practices and the Company\u2019s actual\n\nresults and future prospects, the Individual Defendants had the power to influence and control, and\n\ndid influence and control, directly or indirectly, the decision making of the Company, including\n\nthe content and dissemination of the various statements which Lead Plaintiff contends are false\n\nand misleading. The Individual Defendants were provided with, or had unlimited access to, copies\n\nof the Company\u2019s reports, press releases, public filings, and other statements alleged by Lead\n\n - 59 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 63 of 65\n\n\n\nPlaintiff to be misleading prior to and/or shortly after these statements were issued and had the\n\nability to prevent the issuance of the statements or cause the statements to be corrected. In addition,\n\nthey had direct involvement in the day-to-day operations of the Company and, therefore, are\n\npresumed to have had the power to control or influence the particular transactions giving rise to\n\nthe securities violations as alleged herein and exercised the same. CarMax controlled the\n\nIndividual Defendants and the Company\u2019s other officers and employees.\n\n 142. As set forth above, the Defendants each violated Section 10(b) and Rule 10b-5 by\n\ntheir acts and omissions as alleged in this Complaint. By virtue of their control, the Defendants\n\nare liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate result of the\n\nDefendants\u2019 wrongful conduct, Lead Plaintiff and other members of the Class suffered damages\n\nin connection with their purchases of the Company\u2019s securities during the Class Period, as\n\nevidenced by, among others, the securities price declines discussed above, when the artificial\n\ninflation was released from the Company\u2019s securities.\n 143. This claim is brought within the applicable statute of limitations.\n\n PRAYER FOR RELIEF\n\n WHEREFORE, Lead Plaintiff, on its own behalf and on behalf of the Class, prays for relief\n\nand judgment, as follows:\n\n A. Declaring that this action is a proper class action, pursuant to Rule 23 of the Federal\n\nRules of Civil Procedure, and Lead Plaintiff as representative of the Class, and designating Lead\n\nPlaintiff\u2019s counsel as Class Counsel;\n\n B. Awarding compensatory damages in favor of Lead Plaintiff and the other members\n\nof the Class against all Defendants, jointly and severally, for all damages sustained as a result of\n\nDefendants\u2019 wrongdoing, in an amount to be proven at trial, including interest thereon;\n\n\n\n\n - 60 -\n\f Case 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 64 of 65\n\n\n\n C. Awarding Lead Plaintiff and the Class their reasonable costs and expenses incurred\n\nin this action, including attorneys\u2019 fees and expert fees;\n\n D. Awarding rescission or a rescissionary measure of damages; and\n\n E. Such other and further relief as the Court deems appropriate.\n\n JURY TRIAL DEMANDED\n\n Lead Plaintiff hereby demands a trial by jury.\n\n DATED: March 31, 2026 SILVERMAN THOMPSON SLUTKIN\n & WHITE LLC\n STEVEN D. SILVERMAN (VSB No. 22887)\n ANDREW C. WHITE (VSB No. 08821)\n WILLIAM N. SINCLAIR (VSB No. 28833)\n\n\n s/ William N. Sinclair\n WILLIAM N. SINCLAIR\n\n 400 E. Pratt Street, Suite 900\n Baltimore, MD 21201\n Telephone: 410/385-2225\n ssilverman@mdattorney.com\n awhite@mdattorney.com\n bsinclair@mdattorney.com\n\n Local Counsel\n\n ROBBINS GELLER RUDMAN\n & DOWD LLP\n DEBRA J. WYMAN (admitted pro hac vice)\n EVELYN SANCHEZ GONZALEZ\n (admitted pro hac vice)\n 655 West Broadway, Suite 1900\n San Diego, CA 92101-8498\n Telephone: 619/231-1058\n debraw@rgrdlaw.com\n egonzalez@rgrdlaw.com\n\n\n\n\n - 61 -\n\fCase 1:25-cv-03602-JKB Document 39 Filed 03/31/26 Page 65 of 65\n\n\n\n\n ROBBINS GELLER RUDMAN\n & DOWD LLP\n KATHLEEN B. DOUGLAS\n (admitted pro hac vice)\n BAILIE L. HEIKKINEN (admitted pro hac vice)\n 225 NE Mizner Boulevard, Suite 720\n Boca Raton, FL 33432\n Telephone: 561/750-3000\n kdouglas@rgrdlaw.com\n bheikkinen@rgrdlaw.com\n\n Lead Counsel for Lead Plaintiff\n\n LABATON KELLER SUCHAROW LLP\n ALFRED L. FATALE III\n (admitted pro hac vice)\n 140 Broadway\n New York, NY 10005\n Telephone: 212/907-0884\n afatale@labaton.com\n\n LERNER LAW FIRM & ASSOCIATES\n EVAN D. LERNER\n 400 Post Avenue, Suite 303\n Westbury, NY 11590\n Telephone: 516/307-1550\n elerner@lernerlawfirm.com\n\n Additional Counsel\n\n\n\n\n - 62 -\n\f","ocr_status":2,"date_upload":"2026-05-18T09:47:01.955059-07:00","document_number":"39","attachment_number":null,"pacer_doc_id":"093015638734","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"","acms_document_guid":""},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/479567183/","id":479567183,"tags":[],"absolute_url":"/docket/71868212/39/1/in-re-carmax-inc-securities-litigation/","date_created":"2026-05-18T09:47:58.486942-07:00","date_modified":"2026-05-22T04:49:32.149059-07:00","sha1":"707087d63841bd2add0732b90d17cb1bc65509e5","page_count":2,"file_size":170086,"filepath_local":"recap/gov.uscourts.mdd.593842/gov.uscourts.mdd.593842.39.1.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.mdd.593842/gov.uscourts.mdd.593842.39.1.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 1:25-cv-03602-JKB Document 39-1 Filed 03/31/26 Page 1 of 2\nAO 440 (Rev. 06/12) Summons in a Civil Action\n\n\n UNITED STATES DISTRICT COURT\n for the\n District\n __________ of Maryland\n District of __________\n\nJASON CAP, Individually and on Behalf of All Others )\n Similarly Situated, )\n )\n )\n Plaintiff(s) )\n )\n v. Civil Action No. 1:25-cv-03602-JKB\n )\n CARMAX, INC., et al., )\n )\n )\n )\n Defendant(s) )\n\n SUMMONS IN A CIVIL ACTION\n\nTo: (Defendant\u2019s name and address) Jon G. Daniels\n c/o CarMax, Inc.\n 12800 Tuckahoe Creek Parkway\n Richmond, VA 23238\n\n\n\n\n A lawsuit has been filed against you.\n\n Within 21 days after service of this summons on you (not counting the day you received it) \u2014 or 60 days if you\nare the United States or a United States agency, or an officer or employee of the United States described in Fed. R. Civ.\nP. 12 (a)(2) or (3) \u2014 you must serve on the plaintiff an answer to the attached complaint or a motion under Rule 12 of\nthe Federal Rules of Civil Procedure. The answer or motion must be served on the plaintiff or plaintiff\u2019s attorney,\nwhose name and address are:\n ROBBINS GELLER RUDMAN & DOWD LLP\n KATHLEEN B. DOUGLAS\n BAILIE L. HEIKKINEN\n 225 NE Mizner Boulevard, Suite 720\n Boca Raton, FL 33432\n\n If you fail to respond, judgment by default will be entered against you for the relief demanded in the complaint.\nYou also must file your answer or motion with the court.\n\n\n\n CLERK OF COURT\n\n\nDate:\n Signature of Clerk or Deputy Clerk\n\f Case 1:25-cv-03602-JKB Document 39-1 Filed 03/31/26 Page 2 of 2\nAO 440 (Rev. 06/12) Summons in a Civil Action (Page 2)\n\n Civil Action No. 1:25-cv-03602-JKB\n\n PROOF OF SERVICE\n (This section should not be filed with the court unless required by Fed. R. Civ. P. 4 (l))\n\n This summons for (name of individual and title, if any)\n was received by me on (date) .\n\n u I personally served the summons on the individual at (place)\n on (date) ; or\n\n u I left the summons at the individual\u2019s residence or usual place of abode with (name)\n , a person of suitable age and discretion who resides there,\n on (date) , and mailed a copy to the individual\u2019s last known address; or\n\n u I served the summons on (name of individual) , who is\n designated by law to accept service of process on behalf of (name of organization)\n on (date) ; or\n\n u I returned the summons unexecuted because ; or\n\n u Other (specify):\n .\n\n\n My fees are $ for travel and $ for services, for a total of $ 0.00 .\n\n\n I declare under penalty of perjury that this information is true.\n\n\n Date:\n Server\u2019s signature\n\n\n\n Printed name and title\n\n\n\n\n Server\u2019s address\n\n Additional information regarding attempted service, etc:\n\f","ocr_status":1,"date_upload":"2026-05-18T09:48:09.203459-07:00","document_number":"39","attachment_number":1,"pacer_doc_id":"093015638735","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":2,"description":"Summons","acms_document_guid":""}],"date_created":"2026-04-02T06:57:26.560535-07:00","date_modified":"2026-07-22T06:32:42.873542-07:00","date_filed":"2026-03-31","time_filed":null,"entry_number":39,"recap_sequence_number":"2026-03-31.003","pacer_sequence_number":123,"description":"COMPLAINT for Violations of the Federal Securities Laws against CarMax, Inc. ( Filing fee $ 405 receipt number AMDDC-12653248.), filed by Excavator Union. (Attachments: # 1 Summons)(Sinclair, William) (Entered: 03/31/2026)","tags":[]}],"entries_total":"https://www.courtlistener.com/api/rest/v4/docket-entries/?count=on&docket=71868212&page_size=40"}