{"url_path":"/sec/cik-0002142044/8-k/2026-07-16/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1259380/0001193125-26-305930-index.html","accession_number":"0001193125-26-305930","cik":"0002142044","ticker":null,"issuer_name":"CarMax Auto Owner Trust 2026-3","edgar_url":"https://www.sec.gov/Archives/edgar/data/2142044/0001193125-26-305930-index.html","primary_entity_key":"0001259380","primary_entity_name":"CARMAX AUTO FUNDING LLC"},"word_count":819,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\nThe registrant has filed\na final prospectus, dated July 14, 2026, setting forth a description of the collateral pool and the structure of $294,077,000 aggregate principal amount of the Class A-1 Asset-backed Notes (the\n“Offered Class A-1 Notes”), $446,067,635 aggregate principal amount of the Class A-2 Asset-backed Notes (the “Offered Class A-2 Notes), $445,974,140 aggregate principal amount of the Class A-3 Asset-backed Notes (the “Offered\nClass A-3 Notes”), $80,707,125 aggregate principal amount of the Class A-4 Asset-backed Notes (the “Offered\nClass A-4 Notes”), $23,381,285 aggregate principal amount of the Class B Asset-backed Notes (the “Offered Class B Notes”), $25,387,478 aggregate principal amount of the\nClass C Asset-backed Notes (the “Offered Class C Notes”) and $17,378,335 aggregate principal amount of the Class D Asset-backed Notes (the “Offered Class D Notes” and, together with the Offered Class A-1 Notes, the Offered Class A-2 Notes, the Offered Class A-3 Notes, the Offered\nClass A-4 Notes, the Offered Class B Notes and the Offered Class C Notes, the “Offered Notes”) by the Issuing Entity.\n\nEach of the Offered Notes is being offered publicly for sale. On the Issuance Date, the Issuing Entity will also issue $3,723,000 aggregate principal amount\nof the Class A-1 Asset-backed Notes (the “Retained Class A-1 Notes”), $5,647,000 aggregate principal amount of the\nClass A-2 Asset-backed Notes (the “Retained Class A-2 Notes”), $5,647,000 aggregate principal amount of the\nClass A-3 Asset-backed Notes (the “Retained Class A-3 Notes”), $1,022,000 aggregate principal amount of the\nClass A-4 Asset-backed Notes (the “Retained Class A-4 Notes”), $296,000 aggregate principal amount of the Class B Asset-backed Notes (the\n“Retained Class B Notes”), $322,000 aggregate principal amount of the Class C Asset-backed Notes (the “Retained Class C Notes”) and $220,000 aggregate principal amount of the Class D Asset-backed Notes\n(the “Retained Class D Notes” and, together with the Retained Class A-1 Notes, the Retained Class A-2 Notes, the Retained Class A-3 Notes, the Retained Class A-4 Notes, the Retained Class B Notes and the Retained Class C Notes, the “Retained Notes” and, the\nRetained Notes together with the Offered Notes, the “Notes”), which will initially be retained by the Depositor.\n\nOn the Issuance Date, the\nDepositor 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\nDepositor 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\nBusiness 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\nfiled 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\nthose assets. On the Issuance Date, the Issuing Entity will issue to the Depositor the Notes pursuant to an Indenture, in substantially the form of which is filed as an exhibit hereto, to be entered into between the Issuing Entity and U.S. Bank\nTrust Company, National Association, as indenture trustee (the “Indenture Trustee”). On the Issuance Date, the Issuing Entity, the Indenture Trustee and CarMax Business Services, as administrator, will enter into an Administration\nAgreement, 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\nIssuance 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\nthe 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\nwarranties made by CarMax Business Services and the Depositor about such receivables. On the Issuance Date, the Issuing Entity, the Servicer, the Indenture Trustee and U.S. Bank National Association, as securities intermediary (the “Securities\nIntermediary”), will enter into a Securities Account Control Agreement, in substantially the form of which it is filed as an exhibit hereto.\n\nLegal opinions and a consent of Mayer Brown LLP are attached as Exhibit 5.1 and Exhibit 8.1.\n\nIn connection with the offering of the Offered Notes, the chief executive officer of the Registrant has made the certifications required by Paragraph\nI.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."}