Current Report · Items 1.01, 8.01, 9.01 · 8-K

CarMax Select Receivables Trust 2025-A

Entry into a Material Definitive Agreement · Other Events

Filed Mar 20, 2025Accepted Mar 20, 2025, 4:34 PM EDTCIK 2057719Accession 0001193125-25-059291

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Items 1.01, 8.01, 9.01

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Item 1.01Item 1.01 - Entry into Material Agreement

Item 1.01. Entry into a Material Definitive Agreement On March 18, 2025, CarMax Business Services, LLC (“CarMax Business Services”) and CarMax Auto Funding LLC (the “Depositor”) entered into an Underwriting Agreement with Wells Fargo Securities, LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), whereby each of the Underwriters has severally agreed to purchase $777,229,936 aggregate principal balance of various classes of Asset-backed Notes to be issued by CarMax Select Receivables Trust 2025-A (the “Issuing Entity”), a Delaware statutory trust created pursuant to that certain Trust Agreement, dated as of January 9, 2025, as will be amended and restated by the Amended and Restated Trust Agreement to be dated as of March 1, 2025 between the Depositor and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”). The Underwriting Agreement provides that the obligations of the Underwriters are subject to specified conditions precedent and that the Underwriters will purchase the Notes (defined below). The sale of the Notes has been registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”) under a Registration Statement on Form SF-3 (Commission File No. 333-283219), filed on November 14, 2024 and as amended by Pre-Effective Amendment No. 1 on December 17, 2024. It is anticipated that the Notes will be issued on or about March 26, 2025 (the “Issuance Date”). The Underwriting Agreement is attached as Exhibit 1.1.

Item 8.01Item 8.01 - Other Events

Item 8.01. Other Events. The registrant has filed a final prospectus, dated March 18, 2025, setting forth a description of the collateral pool and the structure of $138,000,000 aggregate principal amount of the Class A-1 Asset-backed Notes (the “Class A-1 Notes”), $184,860,000 aggregate principal amount of the Class A-2a Asset-backed Notes (the “Class A-2a Notes”), $100,000,000 aggregate principal amount of the Class A-2b Asset-backed Notes (the “Class A-2b Notes”), $164,220,000 aggregate principal amount of the Class A-3 Asset-backed Notes (the “Class A-3 Notes”), $57,880,000 aggregate principal amount of the Class B Asset-backed Notes (the “Class B Notes”), $62,020,000 aggregate principal amount of the Class C Asset-backed Notes (the “Class C Notes”) and $70,280,000 aggregate principal amount of the Class D Asset-backed Notes (the “Class D Notes” and together with the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class B Notes and the Class C Notes, the “Offered Notes”) and $22,740,000 aggregate principal amount of the Class E Asset-backed Notes (the “Class E Notes”, and together with the Offered Notes, the “Notes”) by the Issuing Entity. Each of the Offered Notes is being offered publicly for sale. The Class E Notes are not being offered for sale. On the Issuance Date, the Depositor will enter into an Amended and Restated Trust Agreement, in substantially the form of which is filed as an exhibit hereto, with the Owner Trustee, relating to the Issuing Entity. On the Issuance Date, CarMax Business Services and the Depositor will enter into a Receivables Purchase Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which specified motor vehicle retail installment sale contracts and related property will be sold by CarMax Business Services to the Depositor. On the Issuance Date, the Issuing Entity, the Depositor and CarMax Business Services, as servicer (the “Servicer”), will enter into a Sale and Servicing Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which motor vehicle retail installment sale contracts and related property will be transferred by the Depositor to the Issuing Entity, and the Issuing Entity will engage CarMax Business Services to service those assets. On the Issuance Date, the Issuing Entity will issue to the Depositor the Notes pursuant to an Indenture, in substantially the form of which is filed as an exhibit hereto, to be entered into between the Issuing Entity and Wilmington Trust, National Association, as indenture trustee (the “Indenture Trustee”). On the Issuance Date, the Issuing Entity, the Indenture Trustee and CarMax Business Services, as administrator, will enter into an Administration Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the administrator agrees to perform certain duties and obligations of the Issuing Entity and the Owner Trustee under the transaction documents. On the Issuance Date, the Issuing Entity, the Servicer and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), will enter into an Asset Representations Review Agreement, in substantially the form of which is filed as an exhibit hereto, pursuant to which the Asset Representations Reviewer will agree to perform, upon satisfaction of certain trigger events, reviews of certain receivables for compliance with the representations and warranties made by CarMax Business Services and the Depositor about such receivables. Legal opinions and a consent of Mayer Brown LLP are attached as Exhibit 5.1 and Exhibit 8.1. In connection with the offering of the Offered Notes, the chief executive officer of the Registrant has made the certifications required by Paragraph I.B.1(a) of Form SF-3 attached as Exhibit 36.1. The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

Filed exhibits (4)

EX-4.1 (by filename) d821592dex41.htm

EX-4.1 3 d821592dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 CARMAX SELECT RECEIVABLES TRUST 2025-A, as Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee INDENTURE Dated as of March 1, 2025 $138,000,000 4.561% Class A-1 Asset-backed Notes $184,860,000 4.76% Class A-2a Asset-backed Notes $100,000,000 Class A-2b Floating Rate Asset-backed Notes $164,220,000 4.77% Class A-3 Asset-backed Notes $57,880,000 5.01% Class B Asset-backed Notes $62,020,000 5.46% Class C Asset-backed Notes $70,280,000 5.86% Class D Asset-backed Notes $22,740,000 0.00% Class E Asset-backed Notes CROSS REFERENCE TABLE (1) TIA Indenture Section Section 310 (a)(1) Section 6.11 (a)(2) Section 6.11 (a)(3) Section 6.10 (a)(4) N.A. (a)(5) Section 6.11 (b) Section 6.8; Section 6.11 (c) N.A. 311 (a) Section 6.12 (b) Section 6.12 (c) N.A. 312 (a) Section 7.1 (b) Section 7.2 (c) …

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EX-4.2 (by filename) d821592dex42.htm

EX-4.2 4 d821592dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 CARMAX AUTO FUNDING LLC, as Depositor, and U.S. BANK TRUST NATIONAL ASSOCIATION, as Owner Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated as of March 1, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Other Definitional Provisions 1 ARTICLE II ORGANIZATION OF THE TRUST 2 Section 2.1 Name 2 Section 2.2 Office …

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EX-99.1 (by filename) d821592dex991.htm

EX-99.1 8 d821592dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 CARMAX SELECT RECEIVABLES TRUST 2025-A, as Issuer, CARMAX AUTO FUNDING LLC, as Depositor, and CARMAX BUSINESS SERVICES, LLC, as Servicer SALE AND SERVICING AGREEMENT Dated as of March 1, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions and Other Definitional Provisions 1 ARTICLE II TRUST PROPERTY 2 2.1 Conveyance of Trust Property 2 2.2 Representations and Warranties from Receivables Purchase Agreement 3 2.3 Representations and Warranties of the Depositor as to the Receivables and the Pool of Receivable…

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EX-99.2 (by filename) d821592dex992.htm

EX-99.2 9 d821592dex992.htm EX-99.2 EX-99.2 Exhibit 99.2 CARMAX BUSINESS SERVICES, LLC, as Seller, and CARMAX AUTO FUNDING LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of March 1, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.1 Definitions and Other Definitional Provisions 1 ARTICLE II CONVEYANCE OF RECEIVABLES 2 SECTION 2.1 Sale and Conveyance of Receivables 2 SECTION 2.2 Receivables Purchase Price; Payments on the Receivables 3 SECT…

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CarMax Select Receivables Trust 2025-A

Entry into a Material Definitive Agreement · Other Events

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