Filed pursuant to 424(b)(5)
Registration No. 333-288943
Registration No. 333-288943-01

PROSPECTUS

$840,950,000

CarMax Select Receivables Trust 2025-B

Issuing Entity or Trust (Central Index Key Number: 0002083722)

 

		Initial Principal Amount(1)				Offered Amount				Interest Rate				Final Scheduled Distribution Date
Class A-1 Asset-backed Notes		$	203,800,000			$	193,610,000				4.166	%		October 15, 2026
Class A-2 Asset-backed Notes		$	303,160,000			$	288,000,000				4.19	%		March 15, 2029
Class A-3 Asset-backed Notes		$	177,040,000			$	168,180,000				4.12	%		March 15, 2030
Class B Asset-backed Notes		$	60,920,000			$	57,870,000				4.35	%		July 15, 2030
Class C Asset-backed Notes		$	71,540,000			$	67,960,000				4.83	%		June 16, 2031
Class D Asset-backed Notes		$	68,770,000			$	65,330,000				5.33	%		July 15, 2031
Class E Asset-backed Notes(2)		$	14,770,000			$	0				6.89	%		September 15, 2032

 

(1)

At least 5% of the initial principal amount of each class of notes, and at least 5% of the aggregate percentage interests of the certificates, will be retained upon the issuance of the notes and the certificates and on an ongoing basis by the depositor or one or more other majority-owned affiliates of CarMax Business Services, LLC to satisfy the credit risk retention obligations of the sponsor described under “Credit Risk Retention” in this prospectus.

(2)	The class E notes are not being offered hereby and are anticipated to be either privately placed or retained by the depositor or another affiliate of CarMax Business Services, LLC. The class E notes will be entitled to certain payments as described herein.

 

 

CarMax Business Services, LLC Sponsor and Servicer (Central Key Index Number: 0001601902) CarMax Auto Funding LLC Depositor and Seller (Central Key Index Number: 0001259380)

You should carefully read the risk factors beginning on page 17 of this prospectus.

The notes are asset-backed securities. The notes will be obligations of the issuing entity only and will not be obligations of or interests in CarMax, Inc., CarMax Business Services, LLC, CarMax Auto Funding LLC or any other person or entity other than the issuing entity. Neither the notes nor the receivables are insured or guaranteed by any government agency.

The following classes of notes are offered pursuant to this prospectus:

 

		Price								Underwriting Discounts								Net Proceeds to the Depositor(1)
Class A-1 Asset-backed Notes		$	193,610,000.00				(100.00000%)			$	232,332.00				(0.120%)			$	193,377,668.00				(99.88000%)
Class A-2 Asset-backed Notes		$	287,976,124.80				(99.99171%)			$	633,600.00				(0.220%)			$	287,342,524.80				(99.77171%)
Class A-3 Asset-backed Notes		$	168,147,625.35				(99.98075%)			$	454,086.00				(0.270%)			$	167,693,539.35				(99.71075%)
Class B Asset-backed Notes		$	57,860,266.27				(99.98318%)			$	173,610.00				(0.300%)			$	57,686,656.27				(99.68318%)
Class C Asset-backed Notes		$	67,953,632.15				(99.99063%)			$	271,840.00				(0.400%)			$	67,681,792.15				(99.59063%)
Class D Asset-backed Notes		$	65,314,386.13				(99.97610%)			$	326,650.00				(0.500%)			$	64,987,736.13				(99.47610%)
Total		$	840,862,034.70							$	2,092,118.00							$	838,769,916.70

 

(1)	The net proceeds to the depositor exclude expenses, estimated at $900,000.

The notes are payable solely from the assets of the issuing entity, which consist primarily of a certificate representing the entire beneficial ownership in the grantor trust; the assets of the grantor trust consist primarily of a pool of receivables, which are motor vehicle retail installment sale contracts, a substantial portion of which are the obligations of lower credit quality obligors. The credit enhancement for the notes will be subordination, overcollateralization, a reserve account and excess collections on the receivables.

The issuing entity will pay interest and principal on the notes monthly on the 15^th day of each month or, if the 15^th day is not a business day, on the next business day, beginning October 15, 2025. The price of the notes will also include accrued interest, if any, from the date of initial issuance. The issuing entity generally will pay principal sequentially to each class of notes in order of seniority (starting with the class A-1 notes) until each class is paid in full.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the offered notes, in book-entry form only, will be made through The Depository Trust Company against payment in immediately available funds, on or about September 24, 2025.

 

Joint Bookrunners of the Class A, B, C and D Notes

 

J.P. Morgan		RBC Capital Markets		Wells Fargo Securities

Co-Managers of the Class A Notes

 

Barclays		CIBC Capital Markets		MUFG

 

 

The date of this Prospectus is September 17, 2025.

TABLE OF CONTENTS

 

		Page
Reading This Prospectus			1
Where You Can Find Additional Information			1
Incorporation of Certain Documents by Reference			1
Copies of the Documents			1
Forward-Looking Statements			2
Transaction Overview			4
Summary of the Notes and the Transaction Structure			5
Summary of Risk Factors			15
Risk Factors			17
The Transaction Parties			38
The Sponsor			38
The Depositor and Seller			38
The Issuing Entity and the Grantor Trust			39
The Servicer			41
The Owner Trustee and Grantor Trust Trustee			42
The Indenture Trustee			43
The Asset Representations Reviewer			44
The CarMax Business			44
The CarMax Retail Business			44
CarMax Auto Finance			45
Underwriting Procedures			45
Additional Underwriting Programs			47
Servicing and Collection Procedures			47
General			47
Physical Damage Insurance			49
GAP Waiver Agreements			49
Historical Performance			49
Delinquency, Credit Loss and Recovery Information			49
Static Pool Information for Vintage Origination Years			53
Repurchases of Receivables in Prior Securitized Pools			54
The Receivables			54
General			54
Criteria Applicable to Selection of Receivables			55
Characteristics of the Receivables			56
Asset-level Data Regarding the Receivables			65
Seller Review of the Pool of Receivables			65
Pool Underwriting			66
Maturity and Prepayment Considerations			67
General			67
Hypothetical Decrement Tables and Weighted Average Lives of the Notes			67
Description of the Notes			74
General			74
Payments of Interest			74
Payments of Principal			75
Credit Enhancement			76
Optional Purchase of the Receivables and Redemption of the Notes			78
Controlling Class			78
Note Registration			78
Bankruptcy Limitation			79
Application of Available Funds			80
Sources of Available Funds			80
Priority of Distributions (Pre-Acceleration)			80

 

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Priority of Distributions (Post-Acceleration)			83
Transaction Fees and Expenses			86
Monthly Investor Reports			87
Pool Factors			87
Contents of Monthly Investor Reports			87
Investor Communications			89
Principal Documents			90
The Trust Agreements			91
General			91
Amendment			91
Termination			92
The Receivables Purchase Agreement			92
Sale and Assignment of Receivables			92
Representations and Warranties Regarding the Receivables			93
Repurchase of Receivables			93
Termination			94
The Sale and Servicing Agreement			94
Sale and Assignment of Receivables			94
Representations and Warranties Regarding the Receivables			94
Repurchase of Receivables			95
Dispute Resolution Procedures			95
Servicing the Receivables			97
Extensions and Modifications			97
Accounts			98
Collections			99
Advances			99
Servicing Compensation and Expenses			100
Distributions			100
Annual Compliance			100
Certain Matters Regarding the Servicer			101
Events of Servicing Termination			101
Rights Upon Event of Servicing Termination			102
Waiver of Past Events of Servicing Termination			102
Amendment			103
Termination			104
The Receivables Contribution Agreement			104
Sale and Assignment of Receivables			104
Optional Purchase of Receivables			104
The Indenture			105
General			105
Duties of the Indenture Trustee			105
Rights Upon Event of Default			106
Waiver of Past Defaults			108
Covenants			109
List of Noteholders and Noteholder Communication			110
Annual Compliance Statement			110
Indenture Trustee’s Annual Report			110
Replacement of Indenture Trustee			110
Modification of Indenture			111
Satisfaction and Discharge of Indenture			112
The Asset Representations Review Agreement			112
General			113
Delinquency Trigger			113
Voting			113
The Asset Representations Review			114
Resignation and Removal			115

 

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The Administration Agreement			116
Material Legal Issues Relating to the Receivables			117
Security Interests in the Receivables			117
Security Interests in the Financed Vehicles			117
Enforcement of Security Interests in Financed Vehicles			119
Certain Bankruptcy Considerations			120
The Dodd-Frank Act			120
Consumer Protection Laws			122
Other Matters			123
Material Federal Income Tax Consequences			124
Tax Characterization of the Issuing Entity			125
Tax Consequences to Holders of the Offered Notes			126
Certain State Tax Consequences			131
Material Considerations for ERISA and Other U.S. Employee Benefit Plan Investors			131
Underwriting			134
Use of Proceeds			137
Credit Risk Retention			138
General			138
Affiliations and Certain Relationships and Related Transactions			139
Ratings of the Notes			139
Legal Proceedings			139
Shelf Compliance Statement			139
Legal Opinions			139
Glossary of Terms			140
Annex I—Static Pool Information			A-I-1

 

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READING THIS PROSPECTUS

This prospectus provides information about the issuing entity, CarMax Select Receivables Trust 2025-B, and the terms and conditions that apply to the Notes to be issued by the issuing entity. We suggest you read this prospectus in its entirety.

Capitalized terms used in this prospectus are defined in the Glossary of Terms which begins at the end of this prospectus.

In this prospectus, the terms “we”, “us” and “our” refer to CarMax Auto Funding LLC. We include cross-references to sections in this document where you can find further related discussions. Refer to the Table of Contents in this prospectus to locate the referenced sections.

You should rely only on information on the Notes provided in this prospectus, including any information incorporated by reference. We have not authorized anyone to provide you with different information.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

CarMax Auto Funding LLC, as the depositor of CarMax Select Receivables Trust 2025-B, has filed a registration statement with the SEC under the Securities Act. The registration statement includes information not included in this prospectus. For so long as any issuing entity is required to file reports under the Exchange Act, the Servicer will file with the SEC, with respect to that issuing entity, annual reports on Form 10-K, monthly distribution reports on Form 10-D, monthly asset-level data files and related documents on Form ABS-EE, any required current reports on Form 8-K and any amendments to those reports. These reports will not be made available on a website by CarMax Auto Funding LLC, the Servicer or any other party as these reports can be viewed electronically through the EDGAR system at the SEC’s website described below. You may obtain a free copy of any such report by request to CarMax Auto Funding LLC.

The SEC maintains the EDGAR system at its website (http://www.sec.gov) which contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information filed with it by CarMax Auto Funding LLC on behalf of the issuing entity, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information incorporated by reference that we file later with the SEC will automatically update the information in this prospectus. In all cases, you should rely on the later information incorporated by reference over different information included in this prospectus. The issuing entity incorporates by reference the asset-level data and information included as exhibits to any Form ABS-EE filed or caused to be filed with the SEC by the depositor with respect to the issuing entity before the termination of the offering of the Notes. The issuing entity also incorporates by reference any current reports on Form 8-K later filed by or on behalf of the issuing entity before the termination of the offering of the Notes. Any Form ABS-15G furnished by CarMax Auto Funding LLC pursuant to Rule 15Ga-2 of the Exchange Act is not and will not be incorporated by reference into this prospectus or the registration statement.

COPIES OF THE DOCUMENTS

You may obtain a free copy of any or all of the documents incorporated by reference into this prospectus if:

 

•

you received this prospectus; and

 

•

you request such copies from CarMax Auto Funding LLC, 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238; telephone: (804) 935-4512.

You may obtain copies of exhibits to the documents filed by us with the SEC only if such exhibits are specifically incorporated by reference in such documents. You may also read these materials through the SEC’s EDGAR system at http://www.sec.gov as referred to above.

 

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FORWARD-LOOKING STATEMENTS

Any projections, expectations and estimates contained in this prospectus are not purely historical in nature but are forward-looking statements based upon information and certain assumptions CarMax Business Services, LLC and the depositor consider reasonable, are subject to uncertainties as to circumstances and events that have not as yet taken place and are subject to material variation. You can identify these forward-looking statements by use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “predict,” “should,” “will” and other similar expressions, whether in the negative or affirmative. Any forward-looking statements made in this prospectus speak only as of the date stated on the cover page of this prospectus. CarMax Business Services, LLC and the depositor undertake no obligation to revise any forward-looking statements made herein after the date they are made, regardless of changes in economic conditions, portfolio or asset pool performance or other circumstances or developments that may arise after the date of this prospectus.

NOTICE TO INVESTORS: UNITED KINGDOM

Prohibition on sales to UK Retail Investors

The notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any UK Retail Investor in the United Kingdom (the “UK”). For these purposes, the expression “UK Retail Investor” means a person who is one (or more) of the following: (1) a retail client, as defined in point (8) of Article 2 of Commission Delegated Regulation (EU) 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”) and as amended; (2) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA (such rules and regulations as amended) to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA and as amended; or (3) not a qualified investor (“UK Qualified Investor”) as defined in Article 2 of Regulation (EU) 2017/1129 (as amended) as it forms part of UK domestic law by virtue of the EUWA and as amended (the “UK Prospectus Regulation”).

Consequently no key information document required by Regulation (EU) No 1286/2014, as amended, as it forms part of UK domestic law by virtue of the EUWA and as amended (the “UK PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to UK Retail Investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any UK Retail Investor in the UK may be unlawful under the UK PRIIPs Regulation.

Other UK offering restrictions

This prospectus is not a prospectus for purposes of the UK Prospectus Regulation. This prospectus has been prepared on the basis that any offer of notes in the UK will be made only to a UK Qualified Investor. Accordingly, any person making or intending to make an offer in the UK of notes which are the subject of the offering contemplated in this prospectus may do so only with respect to UK Qualified Investors. Neither the issuing entity, the seller nor any underwriter has authorized, nor do they authorize, the making of any offer of notes in the UK other than to UK Qualified Investors.

Other UK regulatory restrictions

In the UK, this prospectus is being communicated only to, and is directed only at, (1) persons that have professional experience in matters relating to investments and which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); (2) persons that fall within Article 49(2)(a) to (d) of the Order; or (3) persons to which it may otherwise lawfully be communicated or directed (each such person, a “Relevant Person”). In the UK, any investment or investment activity to which this prospectus relates, including the notes, is available only to Relevant Persons, and will be engaged in only with Relevant Persons. This prospectus must not be acted on or relied on by any person in the UK that is not a Relevant Person.

NOTICE TO INVESTORS: EUROPEAN ECONOMIC AREA

Prohibition on sales to EU Retail Investors

The notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any EU Retail Investor in the European Economic Area (“EEA”). For these purposes, the expression “EU Retail Investor” means a person who is one (or more) of the following: (1) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (2) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that

 

2

customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (3) not a qualified investor (“EU Qualified Investor”) as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the “EU Prospectus Regulation”).

Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “EU PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to EU Retail Investors in the EEA has been prepared; and therefore offering or selling the notes or otherwise making them available to any EU Retail Investor in the EEA may be unlawful under the EU PRIIPs Regulation.

Other EEA offering restrictions

This prospectus is not a prospectus for purposes of the EU Prospectus Regulation. This prospectus has been prepared on the basis that any offer of notes in the EEA will be made only to an EU Qualified Investor. Accordingly, any person making or intending to make an offer in the EEA of notes which are the subject of the offering contemplated in this prospectus may do so only with respect to EU Qualified Investors. Neither the issuing entity, the seller nor any underwriter has authorized, nor do they authorize, the making of any offer of notes in the EEA other than to EU Qualified Investors.

EU SECURITIZATION REGULATION AND UK SECURITIZATION FRAMEWORK

Although CarMax Business Services will retain credit risk in accordance with Regulation RR as described in this prospectus under “Credit Risk Retention”, none of CarMax Business Services, the depositor, the seller, the underwriters nor any other party to the transaction described in this prospectus or any of their affiliates will retain or commit to retain a 5% material net economic interest with respect to this transaction in accordance with the EU Securitization Regulation or the UK Securitization Framework (each as defined below), or makes or intends to make any representation or agreement that it or any other party is undertaking or will undertake to take or refrain from taking any action to facilitate or enable compliance by EU Affected Investors with the EU Due Diligence Requirements, by UK Affected Investors with the UK Due Diligence Requirements, or by any person with the requirements of any other law or regulation now or hereafter in effect in the EU, any EEA member state or the UK, in relation to risk retention, due diligence and monitoring, transparency, credit granting standards or any other conditions with respect to investments in securitization transactions. Neither the securitization constituted by the issuance of the notes nor the arrangements described in “Credit Risk Retention” in this prospectus have been structured with the objective of ensuring compliance with the requirements of the EU Securitization Regulation or the UK Securitization Framework by any person.

Failure by an EU Affected Investor to comply with the EU Due Diligence Requirements or failure by a UK Affected Investor to comply with the UK Due Diligence Requirements, in each case, with respect to an investment in the notes may result in the imposition of a penalty regulatory capital charge on such investment or of other regulatory sanctions by the competent authority of such Affected Investor, or a requirement to take corrective action. Consequently, the notes may not be a suitable investment for Affected Investors, and this may affect the price and liquidity of the notes.

Prospective investors are responsible for analyzing their own regulatory position and should consult with their own investment and legal advisors regarding the application of the EU Securitization Regulation, the UK Securitization Framework or other applicable regulations and the suitability of the notes for investment. The transaction described in this prospectus is structured in a way that is unlikely to allow EU Affected Investors to comply with the EU Due Diligence Requirements or UK Affected Investors to comply with the UK Due Diligence Requirements.

See “Risk Factors—Risks Relating to Macroeconomic, Regulatory and Other External Factors—Requirements for Certain EU and UK Regulated Investors and Affiliates” in this prospectus.

 

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TRANSACTION OVERVIEW

The following diagram identifies the transaction parties and the principal transaction documents. A form of each of these principal documents has been filed as an exhibit to the registration statement that includes this prospectus, but the forms of such principal documents do not describe the specific terms of the notes. A copy of the final forms of the principal documents under which the notes will be issued will be filed with the SEC no later than the date of the filing of the final prospectus.

 

1

The trust agreement will create the issuing entity as a Delaware statutory trust, establish the terms of the certificates, provide for the issuance of the certificates, direct how payments are to be made on the certificates, establish the rights of the certificateholders and establish the rights and duties of the owner trustee.

2	The grantor trust agreement will create the grantor trust as a Delaware statutory trust, provide for the issuance of the grantor trust certificate to the issuing entity and establish the rights and duties of the grantor trust trustee.

3	The receivables purchase agreement will transfer the receivables from the sponsor to the depositor, contain representations and warranties of the sponsor concerning the receivables and require the sponsor to repurchase receivables as to which certain representations and warranties are breached.

4

The sale and servicing agreement will transfer the receivables from the depositor to the issuing entity, contain representations and warranties of the depositor concerning the receivables, require the depositor to repurchase receivables as to which certain representations and warranties are breached, appoint the servicer, establish the rights and duties of the servicer, require the servicer to purchase receivables as to which certain servicing covenants are breached and provide for compensation of the servicer.

5	The receivables contribution agreement will transfer the receivables from the issuing entity to the grantor trust. The grantor trust will then issue the grantor trust certificate to the issuing entity.

6

The underwriting agreement will provide for the sale of the offered notes by the depositor to the underwriters and the offer of the offered notes by the underwriters to investors. At least 5% of the initial principal amount of each class of notes, and at least 5% of the aggregate percentage interests of the certificates, will be retained upon the issuance of the notes and the certificates and on an ongoing basis by the depositor or one or more other majority-owned affiliates of the sponsor to satisfy the risk retention obligations of the sponsor as described under “Credit Risk Retention” in this prospectus, and such notes are not being offered hereunder.

7

The indenture will provide for the pledge of the receivables by the issuing entity and the grantor trust to the indenture trustee on behalf of the noteholders, establish the terms of the notes, provide for the issuance of the notes to the depositor, direct how payments are to be made on the notes, establish the rights of the noteholders and establish the rights and duties of the indenture trustee.

8

If the delinquency trigger and voting requirements described under “The Asset Representations Review Agreement” are met, the asset representations review agreement will provide for the review by the asset representations reviewer of all delinquent receivables that are 60 days or more delinquent to determine if certain representations and warranties were satisfied as of the closing date (or such other date as indicated in the related representations and warranties).

9	Neither the certificates nor the grantor trust certificate are being offered hereby.

 

4

SUMMARY OF THE NOTES AND THE TRANSACTION STRUCTURE

This summary describes the main terms of the notes and this securitization transaction. This summary does not contain all of the information that may be important to you. To fully understand the terms of the notes and this securitization transaction, you will need to read this prospectus in its entirety. Material risks of ownership of the notes are discussed under the heading “Risk Factors” in this prospectus.

 

 

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10

 

11

 

12

 

13

 

14

SUMMARY OF RISK FACTORS

The notes are subject to certain risks that you should consider before making a decision to purchase any notes. This summary is included to provide an overview of the principal risks. It does not contain all of the information regarding the risks that you should consider in making your decision to purchase any notes. To understand these risks fully, you should read “Risk Factors” below.

Risks relating to the characteristics, servicing and performance of the receivables pool and other risks

 

1.	A substantial portion of the receivables in the receivables pool are the obligations of lower credit quality obligors, which may affect the performance of the receivables and which could result in losses on your notes.

 

2.	Receivables with longer terms may increase the amount and frequency of losses.

 

3.	Credit scores and historical loss experience may not accurately predict the likelihood of delinquencies, defaults and losses on the receivables.

 

4.	The rate of depreciation of certain financed vehicles could exceed the amortization of the outstanding principal amount of the related receivables, which may result in losses.

 

5.

If states with significant concentrations of obligors experience adverse economic changes, civil unrest, labor strikes, extreme weather (including an increase in the frequency of extreme weather conditions as a result of climate change) or other natural events, obligors in those states may be unable or unwilling to make timely payments on their receivables and you may experience payment delays or losses on your notes.

 

6.	The servicer’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the note.

 

7.	If another person acquires an interest in a receivable that is superior to the grantor trust’s interest, some or all of the collections on that receivable may not be available to make payment on your notes.

 

8.	If another person acquires an interest in a vehicle financed by a receivable that is superior to the grantor trust’s security interest in the vehicle, some or all of the proceeds from the sale of the vehicle may not be available to make payments on the notes.

Risks relating to the nature of the notes and the structure of the transaction

 

1.	Only the issuing entity property is available to pay your notes, so you must rely solely on the issuing entity property for repayment of your notes. If these assets are insufficient, you may suffer losses on your notes.

 

2.	If the receivables are sold following an indenture event of default, the proceeds from the sale of the receivables may not be sufficient to pay the full principal amount of your note and you may experience losses with respect to your notes.

 

3.	You may receive payment of principal on your notes earlier than you expected and you may not be able to reinvest the principal repaid to you at a rate of return that is equal to or greater than the rate of return on your notes.

 

4.

The notes with a lower alphabetical designation are subordinated with respect to interest and principal payments to the notes with a higher alphabetical designation. In addition, the class A notes with a higher numerical designation are generally subordinated with respect to principal payments to the class A notes with a lower numerical designation.

 

5.

The failure to pay interest when due on the outstanding subordinated class or classes of notes will not be an event of default. The failure to pay principal of a note generally will not result in an event of default until the applicable final scheduled distribution date or redemption date for the related class of notes. Only the holders of the outstanding controlling class will have rights to direct remedies under the indenture and the ability to waive events of servicing termination or to terminate the servicer.

 

6.	Lack of liquidity in the secondary market may adversely affect your notes.

 

7.	Notes retained by the depositor or an affiliate of the depositor may reduce the liquidity of your notes and subsequent sales by the depositor may adversely affect their value.

 

8.	The ratings of the notes may be withdrawn or lowered, or the notes may receive unsolicited ratings, which may adversely affect your notes.

 

9.	The targeted amount of overcollateralization may not be reached or maintained.

 

10.	The amount on deposit in the reserve account may not be sufficient to assure payment of your notes. If the receivables experience higher losses than were projected, the amount on deposit in the reserve account may not be sufficient to cover such losses.

 

15

Risks relating to the transaction parties

 

1.	Adverse events with respect to the sponsor, the servicer or their affiliates could affect the timing of payments on your notes or adversely affect the market value or liquidity of your notes.

 

2.

If CarMax Business Services were to resign or be terminated as servicer, the processing of payments on the receivables and information relating to collections could be delayed and the collection rate on the receivables could decline, which could delay payments on your notes. A failure or interruption of the servicer’s information systems, including in connection with any consolidation of or change in servicing operations, could have an adverse effect on your notes.

 

3.	Following a bankruptcy of CarMax Business Services, a court could conclude that the receivables are owned by the sponsor instead of the grantor trust which could have an adverse effect on your notes.

 

4.	You may suffer a loss on your notes if the servicer commingles collections on the receivables with its own funds and is unable to pay these amounts to the collection account on the distribution date.

Risks relating to macroeconomic, regulatory and other external factors

 

1.	Economic developments may adversely affect the performance and market value of your notes.

 

2.	Market factors, including used car values, supply and demand for vehicles, consumer demands, recalls and economic factors, may adversely affect values of the financed vehicles, which may adversely affect your notes.

 

3.	Terrorist attacks and conflicts involving the United States military could result in delays in payment or losses on your notes.

 

4.	Climate related events and climate change risks may cause losses on your notes.

 

5.	Compliance with the implementing regulations under the Dodd-Frank Act or the oversight of the SEC, CFPB or other government entities may impose costs on, create operations constraints for, or place limits on pricing with respect to finance companies such as CarMax Business Services.

 

6.	The failure to comply with consumer protection laws may give rise to liabilities on the part of CarMax Business Services and the grantor trust.

 

7.	Foreign Persons investing in the notes could be treated as being engaged in a U.S. trade or business for U.S. tax purposes on account of their own activities.

 

8.	There could be a withholding obligation if any notes are recharacterized as equity in the issuing entity.

 

9.

None of the transaction parties or any of their affiliates will retain or commit to retain a 5% material net economic interest with respect to this transaction in accordance with the EU Securitization Regulation or the UK Securitization Framework, or makes or intends to make any representation or agreement that it or any other party is undertaking or will undertake to take or refrain from taking any action to facilitate or enable compliance by EU Affected Investors with the EU Due Diligence Requirements, by UK Affected Investors with the UK Due Diligence Requirements, or by any person with the requirements of any other law or regulation now or hereafter in effect in the EU, any EEA member state or the UK, in relation to risk retention, due diligence and monitoring, transparency, credit granting standards or any other conditions with respect to investments in securitization transactions. Neither the securitization constituted by the issuance of the notes nor the arrangements described in “Credit Risk Retention” in this prospectus have been structured with the objective of ensuring compliance with the requirements of the EU Securitization Regulation or the UK Securitization Framework by any person.

 

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RISK FACTORS

You should carefully consider the following risk factors, which describe the principal risks of an investment in the notes, in deciding whether to purchase any of the notes.

RISKS RELATING TO THE CHARACTERISTICS, SERVICING AND PERFORMANCE OF THE

RECEIVABLES POOL AND OTHER RISKS

 

A substantial portion of the receivables in the receivables pool are the obligations of lower credit quality obligors, which may affect the performance of the receivables and which could result in losses on your notes		A substantial portion of the receivables in the receivables pool are the obligations of lower credit quality obligors. As a result, you should generally expect that the receivables in the receivables pool will experience delinquencies, repossessions and credit losses that are greater than those experienced by the receivables in receivables pools or in portfolios of auto receivables consisting of obligations of prime obligors. If delinquencies and losses create shortfalls which exceed the available credit enhancement, you may experience delays in payments due to you and you could suffer a loss on your notes.   While CarMax Business Services’ underwriting guidelines were designed to establish that, notwithstanding such factors, a lower FICO® score obligor would be a reasonable credit risk, the receivables pool will nonetheless experience higher delinquencies, default rates and net losses than a portfolio of obligations of higher FICO® score obligors. In the event of such defaults, generally, the most practical alternative is repossession of the financed vehicle. As a result, losses on the receivables are anticipated from repossessions and foreclosure sales that do not yield sufficient proceeds to repay the related receivables in full. See “The rate of depreciation of certain financed vehicles could exceed the amortization of the outstanding principal amount of the related receivables, which may result in losses” and “Material Legal Issues Relating to the Receivables” in this prospectus.   In addition, in deciding whether to extend credit to customers, CarMax Business Services relies heavily on the information furnished to it by or on behalf of its customers, including employment and personal financial information. If CarMax Business Services was unable to detect misrepresentation in a significant amount of customer information with respect to the receivables or its credit scoring did not properly quantify the credit risks associated with its obligors, the credit loss and delinquency rates on the receivables could be higher than anticipated.   Also, the high concentration of lower credit quality receivables in the receivables pool may also have the effect of heightening many of the other risks, including those relating to general macroeconomic forces and economic downturns, described in this “Risk Factors” section.   Information regarding credit scores for the obligors under the receivables in the pool as of the cut-off date obtained at the time of acquisition is presented in “The Receivables—Characteristics of the Receivables” in this prospectus. A credit score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e., that a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score. However, neither the sponsor nor any other party makes any representations or warranties as to any obligor’s current credit score or actual performance of any receivable or that a particular credit score should be relied upon as a basis for an expectation that a receivable will be paid in accordance with its terms.
Receivables with longer terms may increase the frequency and amount of losses		The frequency and amount of losses may be greater for receivables with longer terms, because these receivables tend to have a somewhat greater frequency of delinquencies and defaults and because the slower rate of amortization of the

 

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		principal balance of a longer term receivable may result in a longer period during which the value of the related financed vehicle is less than the remaining principal balance of such receivable. See “The Receivables—Characteristics of the Receivables” in this prospectus for the percentage of receivables with original terms greater than 66 months.
Credit scores and historical loss experience may not accurately predict the likelihood of delinquencies, defaults and losses on the receivables		A substantial portion of the receivables in the receivables pool described in this prospectus are receivables of obligors with lower FICO® scores, which may be the result of, among other things, a lack of or an adverse credit history, which may include a history of irregular unemployment, previous bankruptcy filings, repossessions of property, charged-off loans and/or garnishment of wages, low income levels and/or the inability to provide adequate down payments. A FICO® Score is a measurement determined by Fair Isaac Corporation using information collected by the major credit bureaus (Equifax, Transunion or Experian) to assess credit risk. FICO® Scores are based on independent third party information, the accuracy of which cannot be verified. FICO® Scores should not necessarily be relied upon as a meaningful predictor of the performance of the receivables. Additionally, a FICO® score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e. that a borrower with a higher score is statistically expected to be less likely to default on its payment obligations than a borrower with a lower score.   CarMax Business Services developed, and revises from time to time, its proprietary credit scoring model to try to assess credit risk and employ risk-based pricing. There is no guarantee that CarMax Business Services’ credit scoring model will perform as intended. The credit scoring model is statistically derived from prior credit granting experience and analyzes predictive information from the credit applications and credit bureau reports to generate a numerical credit score for each applicant. This numerical credit score indicates the risk associated with extending credit to the applicant. If CarMax Business Services makes errors in developing or validating its credit scoring models or bases its credit scoring models on incomplete, inaccurate, or biased data sets, the credit scoring model may fail to gauge credit risk as expected and make credit decisions that result in higher delinquencies and credit losses. Further, the data used to develop the model may not reflect current economic conditions, and the model was not designed to take into account social, economic and financial conditions that differ significantly from those that prevailed at the inception or most recent refinement of the model. From time to time, the sponsor has refined and in the future may further refine its scoring model. Credit scores, including the credit score data presented in this prospectus, do not account for changes in obligors’ credit profiles subsequent to the date as of which such scores are obtained or calculated. Consequently, information regarding credit scores for the receivables in the pool presented in “The Receivables” should not be relied upon as a basis for an expectation that a receivable will be paid in accordance with its terms.   Historical loss and delinquency information set forth in this prospectus under “Historical Performance—Delinquency, Credit Loss and Recovery Information” and “—Static Pool Information for Vintage Origination Years” was affected by several variables, including general economic conditions and market interest rates, that are likely to differ in the future, the United States economy, global financial markets and the business or operations of the sponsor or the servicer. Consequently, the net loss experience calculated and presented in this prospectus with respect to the sponsor’s portfolio of contracts or the static pool information presented in this prospectus with respect to the sponsor’s pools of similar vintage receivables may not reflect actual experience with respect to the receivables in the pool of receivables described in this prospectus. There can be no assurance that the future delinquency rates, rates of repossession, recovery rates on repossessed vehicles or loss experience of the servicer

 

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		with respect to the receivables in the pool described in this prospectus will be better or worse than that set forth in the static vintage pool information and historical delinquency and loss information contained in this prospectus. See also “Risks Relating To Macroeconomic, Regulatory And Other External Factors—Economic developments may adversely affect the performance and market value of your notes” and “—Static Pool Information for Vintage Origination Years” in this prospectus.
The rate of depreciation of certain financed vehicles could exceed the amortization of the outstanding principal amount of the related receivables, which may result in losses		The value of any financed vehicle may be less than the outstanding principal balance of the related receivable. For example, new vehicles normally experience an immediate decline in value after purchase because they are no longer considered to be new. As a result, it is highly likely that the principal balance of a receivable will exceed the value of the related financed vehicle during the early years of a receivable’s term. The lack of any significant equity in their vehicles may make it more likely that those obligors will default in their payment obligations if their personal financial conditions change. Defaults during these earlier years are likely to result in losses because the proceeds of repossession of the related financed vehicle are less likely to pay the full amount of interest and principal owed on the related receivable. Additionally, although the frequency of delinquencies and defaults tends to be greater for receivables secured by used vehicles, loss severity tends to be greater with respect to receivables secured by new vehicles because of the higher rate of depreciation described above and the decline in used vehicle prices. Similarly, receivables with a higher loan-to-value ratio, which means that the outstanding principal balance of a receivable is greater than the value of the related financed vehicle, tend to have higher severity of loss. Furthermore, specific makes, models and vehicle types may experience a higher rate of depreciation and a greater than anticipated decline in used vehicle prices under certain market conditions including, but not limited to, the discontinuation of a brand by a manufacturer or the termination of dealer franchises by a manufacturer. Additionally, the prices of used vehicles, including the prices at which the servicer is able to sell repossessed vehicles, are variable and such prices may decline in the future, resulting in increased credit losses on defaulted receivables and, as a consequence, you may experience losses with respect to your notes. See also “Risks Relating To Macroeconomic, Regulatory And Other External Factors—Market factors may adversely affect your notes” in this prospectus.
Geographic concentration may result in more risk to you		The servicer’s records indicate that receivables related to obligors with mailing addresses in the following states constituted more than 10% of the pool balance as of the cutoff date:

 

State		Percentage of Pool Balance as of the Cutoff Date
California			16.25	%
Texas			12.98	%

 

		If there are adverse economic changes in any state with a concentration of more than 10% of the pool balance as of the cutoff date, such as those precipitated by an increase in the unemployment rate, interest rates, the rate of inflation, consumer perceptions of the economy, civil unrest, labor strikes, extreme weather conditions (including an increase in frequency of extreme weather conditions as a result of climate change), public health emergencies or other natural events (such as hurricanes, tornadoes, floods, drought, wildfires, mudslides, earthquakes and other extreme conditions), obligors in this state may be unable or unwilling to make timely payments on their receivables and you may experience payment delays or losses on your notes. See “—Economic developments may adversely affect the performance and market value of your notes.” We cannot predict, for any state or

 

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		region, whether adverse economic changes or other adverse events will occur or to what extent those events would affect the receivables or repayment of your notes.   Obligors of the receivables in the affected areas may be offered relief in accordance with the servicer’s policies. See “Servicing and Collection Procedures—General” for more information.
The servicer’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the notes		CarMax Business Services is obligated to service the receivables in accordance with its customary servicing practices. CarMax Business Services has discretion in servicing the receivables, including the ability to grant payment extensions and to determine the timing and method of collection and liquidation procedures. The servicer’s discretion in its servicing of the receivables is limited to permitted modifications, as described under “The Sale and Servicing Agreement—Extensions and Modifications” in this prospectus. CarMax Business Services, in its own discretion, may grant permitted modifications, including extensions on or deferrals of payments due or halt repossession activity on a case-by-case basis or more broadly in accordance with its customary servicing practices, for example, in connection with a natural disaster or public health emergency affecting a large group of obligors. Extensions or a delay in initiating repossession activity may extend the maturity of the receivables, increase the weighted average life of any class of notes and reduce the yield on your notes. Further, absent a breach of a representation or warranty related to the origination, characteristics and transfer of the receivables or a breach of a specific servicing covenant (but, in each case, only if such breach is not cured and materially and adversely affects the interests of the issuing entity, the grantor trust or the noteholders in such receivable), CarMax Business Services will have no obligation to repurchase any receivable unless in connection with any payment deferral or extension of a receivable that extends the term of such receivable beyond the collection period preceding the final scheduled distribution date for the class E notes.   In addition, CarMax Business Services’ customary servicing practices may change from time to time and those changes could reduce collections on the receivables. Although CarMax Business Services’ customary servicing practices at any time will apply to all receivables serviced by CarMax Business Services, without regard to whether a receivable has been sold to the issuing entity, CarMax Business Services is not obligated to maximize collections from the receivables. Consequently, the manner in which CarMax Business Services exercises its servicing discretion or changes its customary servicing practices could have an impact on the amount and timing of collections on the receivables, which may impact the amount and timing of funds available to make payments on the notes.
Interests of other persons in the receivables could reduce the funds available to make payments on your notes		Financing statements under the Uniform Commercial Code will be filed reflecting the sale of the receivables by CarMax Business Services, LLC to CarMax Auto Funding LLC, by CarMax Auto Funding LLC to the issuing entity and by the issuing entity to the grantor trust, and the pledge of such receivables by the grantor trust and the grantor trust certificates by the issuing entity, in each case, to the indenture trustee. CarMax Business Services, LLC will mark its computer systems, and each of CarMax Business Services, LLC and CarMax Auto Funding LLC will mark its accounting records, to reflect its sale of the receivables. However, the servicer will maintain possession of the receivables as custodian for the issuing entity and the grantor trust and will not segregate or mark the receivables as belonging to the grantor trust. In addition, another person could acquire an interest in a receivable that is superior to the grantor trust’s interest by obtaining physical possession of that receivable (or, in the case of a receivable that is originated in electronic form, “control” of the related electronic contract under the UCC) in good faith, in the ordinary course of such person’s business and without knowledge that such person’s interest violates the rights of the grantor trust.

 

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		CarMax Auto and certain of its affiliates have contracted with third parties to maintain custody of retail installment sale contracts in electronic form through such third parties’ technology systems. As described above, the parties to this transaction rely on filing financing statements under the Uniform Commercial Code as the legal basis for perfection of their respective security interests in the electronic retail installment sale contracts that constitute chattel paper. Although the indenture trustee will not rely on “control” (within the meaning of Section 9-105 of the UCC) over the electronic retail installment sale contracts as the legal basis for the perfection of its security interest in the retail installment sale contracts that constitute chattel paper, CarMax Business Services, LLC, as servicer, will agree to not communicate the “authoritative copy” (as such term is used in the UCC) of any electronic retail installment sale contracts that constitute chattel paper to any person other than the depositor, the issuing entity, the grantor trust and the indenture trustee. This is intended to preclude any other party from claiming a competing security interest in the electronic retail installment sale contracts that constitute chattel paper on the basis that their security interest is perfected by “control” (within the meaning of Section 9-105 of the UCC). However, another person could acquire an interest in an electronic contract that is superior to the grantor trust’s and the indenture trustee’s interests if CarMax Business Services, LLC ceases to have “control” over the electronic contract that is maintained on behalf of CarMax Business Services, LLC by the third parties and another party purchases that electronic contract without knowledge that doing so violates CarMax Business Services, LLC’s rights in the electronic contract, or if CarMax Business Services, LLC transfers “control” over the electronic contract to a third-party. CarMax Business Services, LLC, as servicer, also could lose control over an electronic contract through fraud, forgery, negligence or error, or as a result of a computer virus or a failure of or weakness in the third parties’ technology systems, if a person other than CarMax Business Services, LLC, as servicer, is able to modify or duplicate the authoritative copy of the electronic contract.   If another person acquires an interest in a receivable that is superior to the grantor trust’s interest, some or all of the collections on that receivable may not be available to make payment on your notes.
Interests of other persons in the financed vehicles could reduce the funds available to make payments on your notes		If another person acquires an interest in a vehicle financed by a receivable that is superior to the grantor trust’s security interest in the vehicle, some or all of the proceeds from the sale of the vehicle may not be available to make payments on the notes. The grantor trust’s security interest in the financed vehicles could be impaired for one or more of the following reasons:   •  CarMax Business Services, LLC or CarMax Auto Funding LLC might fail to perfect its security interest in a financed vehicle;   •  another person may acquire an interest in a financed vehicle that is superior to the grantor trust’s security interest through fraud, forgery, negligence or error because the certificates of title to the financed vehicles will not be amended to identify the grantor trust as the new secured party;   •  the grantor trust may not have a security interest in the financed vehicles in certain states because the certificates of title to the financed vehicles will not be amended to reflect assignment of the security interest to the grantor trust;   •  holders of some types of liens, such as tax liens or mechanics’ liens, may have priority over the grantor trust’s security interest; and

 

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		•  the grantor trust may lose its security interest in vehicles confiscated by the government.   CarMax Auto Funding LLC may be obligated to repurchase from the grantor trust (as assignee of the seller and the issuing entity) any receivable as to which a perfected security interest in favor of CarMax Business Services, LLC in the related financed vehicle did not exist as of the date such receivable was transferred to the grantor trust. The servicer may be obligated to repurchase a receivable if a perfected security interest in favor of CarMax Auto Funding LLC in the vehicle securing a receivable has not been perfected in the grantor trust or if the security interest in a financed vehicle or the related receivable becomes impaired after the receivable is transferred to the grantor trust. If the grantor trust does not have a perfected security interest in a financed vehicle, its ability to realize on the vehicle following an event of a default of the related receivable may be adversely affected and some or all of the amounts received in respect of that vehicle may not be available to make payment on your notes.

RISKS RELATING TO THE NATURE OF THE NOTES AND THE STRUCTURE OF THE TRANSACTION

 

Only the issuing entity property is available to pay your notes		The notes represent indebtedness of the issuing entity and will not be insured or guaranteed by or represent obligations of CarMax Business Services, LLC, CarMax Auto Funding LLC, any of their respective affiliates or any other person or entity other than the issuing entity. The only source of payment on your notes will be payments received on the receivables and, if and to the extent available, any credit or cash flow enhancement for the issuing entity. Therefore, you must rely solely on the assets of the issuing entity and the grantor trust (collectively referred to in this prospectus as the “issuing entity property”) for repayment of your notes. If these assets are insufficient, you may suffer losses on your notes.
You may suffer losses if the receivables are sold following an indenture event of default		If the notes have been accelerated following the occurrence of an event of default under the indenture, the indenture trustee may sell the receivables and prepay the notes. In certain circumstances, this may occur without the consent of all noteholders. If the proceeds from the sale of the receivables are insufficient to pay the full principal amount of your notes, you may experience losses with respect to your notes. If principal is repaid to you earlier than expected, you may not be able to reinvest the prepaid amount at a rate of return that is equal to or greater than the rate of return on your notes.   See “The Indenture—Events of Default” and “—Rights Upon Event of Default” and “Application of Available Funds—Priority of Distributions (Post-Acceleration)” in this prospectus for a further discussion of events of default and the rights of the noteholders following an event of default.
Prepayments on the receivables may adversely affect the average life of and rate of return on your notes		You may receive payment of principal on your notes earlier than you expected, which may adversely affect your ability to reinvest the principal repaid to you at a rate of return that is equal to or greater than the rate of return on your notes. Faster than expected prepayments on the receivables may cause the issuing entity to make payments on the notes earlier than expected. We cannot predict the effect of prepayments on the average life of your notes.
		All receivables, by their terms, may be prepaid at any time. Prepayments include:
		•  prepayments in whole or in part by the obligor;   •  liquidations due to default;   •  partial payments with proceeds from physical damage, theft, credit life and credit disability insurance policies;

 

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		•  required purchases of receivables by CarMax Business Services, LLC, as servicer, or repurchases of receivables by CarMax Auto Funding LLC for specified breaches of its representations, warranties or covenants; and   •  an optional repurchase of the receivables by the servicer when the pool balance is 10% or less of the pool balance as of the cutoff date as described in this prospectus.
		A variety of economic, social and other factors will influence the rate of optional prepayments on the receivables and defaults.   As a result of prepayments, the final payment of each class of notes is expected to occur prior to the related final scheduled distribution date specified in this prospectus. If sufficient funds are not available to pay any class of notes in full on its final scheduled distribution date, an event of default will occur and final payment of that class of notes may occur later than scheduled.   For more information regarding the timing of repayments of the notes, see “Maturity and Prepayment Considerations” in this prospectus.
Some notes have greater risk because they are subordinate to other classes of notes		The notes with a lower alphabetical designation are subordinated with respect to interest and principal payments to the notes with a higher alphabetical designation (the class E notes are subordinated to the class A notes, the class B notes, the class C notes and the class D notes, the class D notes are subordinated to the class A notes, the class B notes and the class C notes, the class C notes are subordinated to the class A notes and the class B notes and the class B notes are subordinated to the class A notes). In addition, the class A notes with a higher numerical designation are generally subordinated with respect to principal payments to the class A notes with a lower numerical designation (the class A-3 notes are subordinated to the class A-1 and A-2 notes and the class A-2 notes are subordinated to the class A-1 notes). If the notes have been accelerated following the occurrence of an event of default under the indenture, the priority of interest and principal distributions will change. The subordination arrangements could result in delays or reductions in interest or principal payments on classes of notes with lower alphabetical designations or, in the case of the class A notes, higher numerical designations.
		See “Description of the Notes—Payments of Interest” and “—Payments of Principal” and “Application of Available Funds—Priority of Distributions (Pre- Acceleration)” and “—Priority of Distributions (Post-Acceleration)” in this prospectus for a further discussion of interest and principal payments.
You may suffer losses because you have limited control over actions of the issuing entity and conflicts between classes of notes may occur		The indenture provides that failure to pay interest when due on the outstanding subordinated class or classes of notes — for example, for so long as any of the class A notes are outstanding, the class B notes, the class C notes, the class D notes and the class E notes — will not be an event of default under the indenture.   The amount of principal required to be paid to investors prior to the applicable final scheduled distribution date set forth in this prospectus generally will be limited to amounts available for that purpose. Therefore, the failure to pay principal of a note generally will not result in an event of default under the indenture until the applicable final scheduled distribution date or redemption date for the related class of notes.   If an event of default under the indenture has occurred, the indenture trustee may, and at the direction of a specified percentage of the controlling class (which will be the class of outstanding notes with the highest alphabetical designation) will, take

 

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		one or more of the actions specified in the indenture relating to the collateral. In addition, the holders of 51% or more of the controlling class have the right to waive certain events of servicing termination or to terminate the servicer. The interests of the controlling class may differ from the interests of the other classes of notes, and the holders of the controlling class will not be required to consider the effect of its actions on the holders of the other classes of notes.   Only the holders of the outstanding classes of notes with the highest alphabetical designation will have rights to direct remedies under the indenture and the ability to waive events of servicing termination or to terminate the servicer. The holders of the class B notes, the class C notes, the class D notes and the class E will not have any such rights or ability until each class of notes with a higher alphabetical designation has been paid in full.   See “The Sale and Servicing Agreement—Events of Servicing Termination,” “—Rights Upon Event of Servicing Termination” and “—Waiver of Past Events of Servicing Termination” in this prospectus for a further discussion of the rights of the noteholders with respect to events of servicing termination.
Lack of liquidity in the secondary market may adversely affect your notes		There may be no secondary market for the notes. The underwriters of the notes may participate in making a secondary market in the notes but are under no obligation to do so. We cannot assure you that a secondary market will develop. In addition, the secondary market for asset-backed securities can experience periods of reduced liquidity. Any period of illiquidity may adversely affect the market value of your notes and, in some circumstances, you may not be able to sell your notes at a favorable price or at all. In addition, the underwriters and other broker dealers may be unable, unwilling or restricted from making a market in, or publishing quotations on, the notes due to regulatory requirements or otherwise.
Retained notes may reduce the liquidity of your notes and subsequent sales by the depositor may adversely affect their value		At least 5% of the initial principal amount of each class of notes will be retained by the depositor or one or more other majority-owned affiliates of the sponsor to satisfy the sponsor’s credit risk retention obligations described under “Credit Risk Retention” in this prospectus. A significant reduction in the liquidity in the secondary market for any classes of retained notes may result if the depositor retains any class or classes of such notes. In addition, if any retained notes are subsequently sold by the depositor, the demand and the market price of the notes already in the market could be adversely affected and the voting power of the noteholders of the outstanding notes may be diluted.
The ratings of the notes may be withdrawn or lowered, or the notes may receive an unsolicited rating, which may adversely affect your notes		A security rating is not a recommendation to purchase, hold or sell securities inasmuch as a rating does not comment as to market price or suitability for a particular investor. The ratings assigned to the notes address the likelihood of the payment of principal and interest on the notes according to their terms but are solely the view of the assigning rating agency and are subject to any limitations that the assigning rating agency may impose. Similar ratings on different types of securities do not necessarily mean the same thing. To the extent the notes are rated by any rating agency, that rating agency may change or withdraw its rating of the notes if that rating agency believes that circumstances have changed, the performance of the receivables has deteriorated, there were errors in analysis or otherwise. Any subsequent change in or withdrawal of a rating will likely affect the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes.   The depositor expects that the notes will receive ratings from two nationally recognized statistical rating organizations hired by the sponsor to rate the notes.

 

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		Ratings initially assigned to the notes will be paid for by the sponsor. The sponsor is not aware that any other NRSRO, other than the NRSROs hired by the sponsor to rate the notes, has assigned ratings to the notes. Securities and Exchange Commission rules state that the payment of fees by the sponsor, an issuer or an underwriter to rating agencies to issue or maintain a credit rating on asset-backed securities is a conflict of interest for rating agencies. In the view of the Securities and Exchange Commission, this conflict is particularly acute because arrangers of asset-backed securities transactions provide repeat business to the rating agencies.   Under Securities and Exchange Commission rules aimed at enhancing transparency, objectivity and competition in the credit rating process, information provided by the sponsor or the underwriters to a hired NRSRO for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each non-hired NRSRO in order to make it possible for non-hired NRSROs to assign unsolicited ratings to the notes. An unsolicited rating could be assigned at any time, including prior to the closing date. None of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned to the notes, and these parties may be aware of unsolicited ratings assigned to the notes. Consequently, prospective investors should monitor whether an unsolicited rating of the notes has been assigned by a non-hired NRSRO and should consult with their financial and legal advisors regarding the impact of the assignment of an unsolicited rating to a class of notes. NRSROs, including the hired rating agencies, may have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating to the notes, there can be no assurance that the unsolicited rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.   Furthermore, Congress or the Securities and Exchange Commission may determine that any NRSRO that assigns ratings to the notes no longer qualifies as a nationally recognized statistical rating organization for purposes of the federal securities laws and that determination may also have an adverse effect on the market price of the notes.   Prospective investors in the offered notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the offered notes and not to rely solely on the ratings on the offered notes.
The targeted amount of overcollateralization may not be reached or maintained		The amount of overcollateralization is expected to increase over time to the targeted amount of overcollateralization. There can be no assurance, however, that the targeted amount of overcollateralization will be reached or maintained or that the receivables will generate sufficient collections to pay the notes in full. See “Description of the Notes—Credit Enhancement—Overcollateralization” in this prospectus for a further discussion of overcollateralization.
The amount on deposit in the reserve account may not be sufficient to assure payment of your notes		The amount on deposit in the reserve account will be used to fund the payment of the monthly servicing fee, unreimbursed servicer advances, the amounts owing to the asset representations reviewer, monthly interest, transition expenses and indemnity amounts to the indenture trustee should it become successor servicer and certain distributions of principal to noteholders on each distribution date if payments received on or in respect of the receivables, including amounts recovered in connection with the repossession and sale of financed vehicles that secure defaulted

 

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		receivables, are not sufficient to make that payment. There can be no assurance, however, that the amount on deposit in the reserve account will be sufficient on any distribution date to assure payment of your notes. If the receivables experience higher losses than were projected in determining the amount required to be on deposit in the reserve account, the amount on deposit in the reserve account may not be sufficient to cover such losses. If payments on the receivables, including any amounts allocable to overcollateralization, and the amount on deposit in the reserve account are not sufficient on any distribution date to pay in full the monthly interest and certain distributions of principal due on that distribution date, you may experience payment delays with respect to your notes. If the amount of that insufficiency is not offset by excess collections on or in respect of the receivables on subsequent distribution dates, you may experience losses with respect to your notes.   See “Description of the Notes—Credit Enhancement—Reserve Account” in this prospectus for a further discussion of the reserve account.

RISKS RELATING TO THE TRANSACTION PARTIES

 

Adverse events with respect to the sponsor, the servicer or their affiliates could affect the timing of payments on your notes or adversely affect the market value or liquidity of your notes		Adverse events with respect to the servicer or any of its affiliates could result in servicing disruptions or affect the performance or market value of your notes and your ability to sell your notes in the secondary market. For example, servicing disruptions could result from unanticipated events beyond the servicer’s control, such as natural disasters, public health emergencies (including global pandemics and similar outbreaks), civil unrest, labor strikes, cyber-attacks, political instability, armed conflict (such as the military conflict between Ukraine and Russia and the armed conflict in the Middle East), tariffs and other trade protection measures, economic sanctions (which may constrain supply chains), and economic disruptions, particularly to the extent such events affected the servicer’s business or operations. In addition, if any transaction party is unable to adequately perform its obligations under the transaction documents, this will likely adversely impact the performance of the receivables and the timing and amount of distributions on the notes. Further, certain third-parties that the servicer and sponsor rely on to deliver products and services to support their respective businesses may be impacted by tariffs, economic sanctions or other economic measures or may otherwise be unable to fully perform in a timely manner, which could adversely impact the servicer’s or sponsor’s ability to operate their respective businesses or perform their respective obligations under the transaction documents, or could cause a disruption in collection activities with respect to the receivables owned by the grantor trust.
Resignation or termination of CarMax Business Services, LLC as servicer could result in delays in payment or losses on your notes		If CarMax Business Services, LLC were to resign or be terminated as servicer, the processing of payments on the receivables and information relating to collections could be delayed, which could delay payments on your notes. In addition, if CarMax Business Services, LLC were to resign or be terminated as servicer and there were a material interruption in collection activities, the collection rate on the receivables could decline, which could result in losses on your notes. The risk of delayed processing activities or a material interruption in collection activities would increase if the indenture trustee was unwilling or unable to act as successor servicer and had difficulty finding a qualified successor servicer or was forced to petition a court to appoint a qualified successor servicer.
		The servicing fee, which is calculated as a fixed percentage of the pool balance, declines each month as the pool balance declines. The cost of servicing each receivable, however, essentially remains fixed. If CarMax Business Services, LLC were to resign or be terminated as servicer and the servicing fee did not cover the cost of servicing the receivables or was otherwise insufficient, the indenture trustee might be unwilling to act as successor servicer or have difficulty finding a qualified

 

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		successor servicer. The risk of an insufficient servicing fee is greatest toward the end of a securitization transaction when the related pool balance has declined significantly. The servicing fee payable to a successor servicer can only be increased with the consent of the holders of at least 51% of the aggregate principal amount of the controlling class.   CarMax Business Services, LLC may resign as servicer under certain limited circumstances and may be terminated as servicer if it defaults on its servicing obligations.   For more information about resignation or termination of the servicer, see “The Sale and Servicing Agreement—Certain Matters Regarding the Servicer” and “—Events of Servicing Termination” in this prospectus.
A change in or replacement, failure or interruption of the servicer’s servicing and information systems, including in connection with any consolidation of or change in servicing operations, could have an adverse effect on your notes		From time to time, the servicer may change, replace or update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with any such changes, replacements or updates, the servicer may experience disruptions in servicing activities both during and following roll-out of the new servicing systems or platforms caused by, among other things, periods of system down-time and periods devoted to user training. These and other implementation-related difficulties may contribute to higher delinquencies. It is not possible to predict with any degree of certainty all of the potential adverse consequences that may be experienced, and there can also be no assurance that any such disruptions in servicing activities will not adversely affect the servicer’s ability to service the receivables, which could have an adverse effect on your notes.
Bankruptcy of CarMax Business Services, LLC could result in delays in payment or losses on your notes		If CarMax Business Services, LLC were to become the subject of a bankruptcy proceeding, you could experience losses or delays in payment on your notes. CarMax Business Services, LLC will sell the receivables to CarMax Auto Funding LLC, CarMax Auto Funding LLC will sell the receivables to the issuing entity, and the issuing entity will transfer the receivables to the grantor trust. However, if CarMax Business Services, LLC is the subject of a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that the sale of the receivables by CarMax Business Services, LLC to CarMax Auto Funding LLC was not a true sale for bankruptcy purposes and that CarMax Business Services, LLC still owns the receivables. The court also could conclude that CarMax Business Services, LLC and CarMax Auto Funding LLC should be consolidated for bankruptcy purposes. If the court were to reach either of these conclusions, you could experience losses or delays in payments on your notes because:   •  the indenture trustee will not be able to exercise remedies against CarMax Business Services, LLC on your behalf without permission from the court;   •  the court may require the indenture trustee to accept property in exchange for the receivables that is of less value than the receivables;   •  tax or other government liens on CarMax Business Services, LLC property that arose before the transfer of the receivables to the grantor trust will be paid from the collections on the receivables before the collections are used to make payments on your notes; and   •  the indenture trustee may not have a perfected security interest in one or more of the vehicles securing the receivables or cash collections held by CarMax Business Services, LLC at the time that a bankruptcy proceeding begins.

 

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		CarMax Business Services, LLC and CarMax Auto Funding LLC have taken steps in structuring the transactions described in this prospectus to minimize the risk that a court would conclude that the sale of the receivables to CarMax Auto Funding LLC was not a “true sale” or that CarMax Business Services, LLC and CarMax Auto Funding LLC should be consolidated for bankruptcy purposes.   For more information regarding bankruptcy considerations, see “Material Legal Issues Relating to the Receivables—Certain Bankruptcy Considerations” in this prospectus.
You may suffer a loss on your notes if the servicer commingles collections on the receivables with its own funds		The servicer will be permitted to hold collections it receives from obligors on the receivables and the purchase price of receivables required to be repurchased from the grantor trust for up to two business days following receipt thereof, or upon satisfaction of certain events (including satisfaction of the rating agency condition), until the day prior to the date on which the related distributions are made on the notes. During this time, the servicer may invest those amounts at its own risk and for its own benefit and need not segregate them from its own funds. If the servicer is unable to pay these amounts to the collection account on the distribution date, you might incur a loss on your notes.   For more information about the servicer’s obligations regarding payments on the receivables, see “The Sale and Servicing Agreement—Collections” in this prospectus.

RISKS RELATING TO MACROECONOMIC, REGULATORY AND OTHER EXTERNAL FACTORS

 

Economic developments may adversely affect the performance and market value of your notes		The occurrence of a financial crisis, a recession, or a deterioration in economic conditions and certain economic factors, such as reduced business activity, high unemployment, interest rates, housing prices, energy prices (including the price of gasoline), increased consumer indebtedness (including of obligors on the receivables), lack of available credit, the rate of inflation and consumer perceptions of the economy, as well as other factors, such as terrorist events, civil unrest, labor strikes, cyber-attacks, public health emergencies (including global pandemics and similar outbreaks), extreme weather conditions, significant changes in the political environment (such as the ongoing military conflict between Ukraine and Russia and the armed conflict in the Middle East), tariffs and other trade protection measures or concerns regarding the level and sustainability of sovereign debt (such as the downgrades of the United States long-term debt in August 2023 and in June 2025), could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables. The issuing entity’s ability to make payments on the notes could be adversely affected if obligors were unable to make timely payments or if the servicer elected to, or was required to, implement forbearance programs for obligors. As a result, you may experience payment delays and losses on your notes.
		The United States has in the past experienced, and may in the future experience, a recession or period of economic contraction or volatility. Recently, rapidly rising inflation and related economic policies caused periods of economic contraction. During an economic slowdown, elevated unemployment and a general reduction in the availability of credit, together with other economic factors, can lead to increased delinquency and default rates by obligors, as well as decreased consumer demand for automobiles and declining values of automobiles securing outstanding receivables. Moreover, during a recession or a period of economic slowdown, there could be an increase in the number of obligors seeking protection under bankruptcy or debtor relief laws. Further, certain governmental authorities, including federal, state or local governments, could enact, and in some cases have in the past enacted, laws, regulations, executive orders or other guidance that allow obligors to forgo making

 

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		scheduled payments for some period of time, require modifications to the receivables (e.g., waiving accrued interest), or preclude creditors from exercising certain rights or taking certain actions with respect to collateral, including repossession or liquidation of the financed vehicles.   As discussed under “Servicing and Collection Procedures,” “The Sale and Servicing Agreement—Extensions and Modifications” and “—Risks relating to the characteristics, servicing and performance of the receivables pool and other risks—The servicer’s discretion over the servicing of the receivables may impact the amount and timing of funds available to make payments on the notes”, to the extent the current economic conditions result in increased delinquencies and defaults by obligors on the receivables due to financial hardship or otherwise, the servicer may implement a range of actions with respect to affected obligors and the related receivables to extend or modify the payment schedule consistent with the servicer’s customary servicing practices. There is no guarantee that an extension or modification granted by the servicer will prevent a future default by an obligor.   Further, periods of economic slowdown may also be accompanied by temporary or prolonged decreased consumer demand for light-duty trucks, SUVs or other vehicles and declining values of automobiles securing outstanding motor vehicle retail installment sale contracts, which weakens collateral coverage and increases the amount of a loss in the event of default by an obligor. Significant increases in the inventory of used automobiles during periods of economic slowdown or recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales.   All of these factors could result in losses on your notes. If an economic downturn is experienced for a prolonged period of time, it is expected that delinquencies will increase and losses with respect to motor vehicle receivables could increase, which could result in losses on your notes. No prediction can be made as to the effect of an economic downturn or economic growth or further economic decline on the rate of delinquencies, prepayments and/or losses on the receivables.   No prediction or assurance can be made as to the effect of economic developments on the rate of delinquencies, prepayments and/or losses on the receivables or the market value of your notes.
Market factors may adversely affect your notes		Obligors with lower FICO® scores generally are less capable of making payments on their loans than obligors with higher FICO® scores and are therefore more likely to experience repossession. Cars that are repossessed are typically sold at vehicle auctions. The value of used cars, including the value of cars sold at auctions, is affected by the supply and demand for those cars. An increase in the supply or a decrease in the demand for used cars may negatively impact the resale value of the vehicles securing the receivables. Supply and demand is affected by consumer demand and tastes, recalls, economic factors (including adverse conditions affecting one or more automotive manufacturers, economic slowdowns or recession and the price of gasoline) and other factors. Programs implemented by the United States government to stimulate the sale of new vehicles may have the effect of further reducing the values of used vehicles, resulting in increased losses that may result in losses on your notes. Recent tariffs and other trade protection measures and economic sanctions which may constrain supply chains may adversely impact automotive manufacturers and may reduce the availability of and increase the costs for parts and repairs. Further, the insolvency of a manufacturer or ratings downgrade of a manufacturer may negatively affect used vehicle prices for vehicles manufactured by that company. Adverse changes in these factors may depress the price at which repossessed motor vehicles may be sold or delay the timing of those

 

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		sales. Decreases in the value of those vehicles may, in turn, reduce the incentive of obligors to make payments on the receivables. If the prices at which the related vehicles may be sold decline, you may experience losses with respect to your notes.
Terrorist attacks and conflicts involving the United States military could result in delays in payment or losses on your notes		Any effect that terrorist attacks, any current or future military action by or against the United States and the rising tensions in certain regions of the world may have on the performance of the receivables is unclear, but there could be an adverse effect on general economic conditions, consumer confidence and general market liquidity. Investors should consider the possible effects on delinquency, default and prepayment experience of the receivables. In particular, under the Servicemembers Civil Relief Act, members of the military on active duty, including reservists, who have entered into an obligation, such as a retail installment sale contract for the purchase of a vehicle, before entering into military service may be entitled to reductions in interest rates to 6% and a stay of foreclosure and similar actions. In addition, pursuant to the laws of various states, under certain circumstances residents thereof called into active duty with the National Guard or the reserves can apply to a court to delay payments on retail installment sale contracts such as the receivables. On July 29, 2022, the CFPB and the Department of Justice sent a notification letter to certain auto leasing and lending companies reminding them of the protections offered to servicemembers and their dependents under the Servicemembers Civil Relief Act. No information can be provided as to the number of receivables that may be affected. If an obligor’s obligation to repay a receivable is reduced, adjusted or extended, the servicer will not be required to advance such amounts. Any resulting shortfalls in interest or principal will reduce the amount available for distribution on the notes.   For more information regarding the Servicemembers Civil Relief Act, see “Material Legal Issues Relating to the Receivables—Consumer Protection Laws” and “—Other Matters” in this prospectus.
Climate related events and climate change risks may cause losses on your notes		The effects of climate change and the ongoing efforts to mitigate its impact, including through climate change-related legislation and regulation, may have a negative effect on the issuing entity.   Significant physical effects of climate change, such as extreme weather and natural disasters, may affect the obligors of the receivables. For example, obligors living in areas affected by extreme weather and natural disasters (such as multistate hurricanes and tornadoes) may suffer financial harm, reducing their ability to make timely payments on their receivables. In addition, extreme weather and natural disasters may have industry- or economy-wide effects due to the interdependence of market actors. If such extreme weather or a natural disaster were to occur in a geographic region in which a large number of obligors are located, these risks would be exacerbated. See “Risks Relating to the Characteristics, Servicing And Performance of the Receivables Pool And Other Risks—Geographic concentration may result in more risk to you”.   Changes to laws or regulations enacted to address the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change) could have an adverse impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.   Any of those effects or their confluence could adversely affect the performance of the receivables or the market value of the vehicles securing the receivables, which could result in losses or affect the timing of payments on your notes.

 

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Federal or state regulatory reform could have an adverse impact on CarMax Business Services, LLC, the depositor, the issuing entity or the grantor trust		The Dodd-Frank Act is extensive legislation that impacts financial institutions and other non-bank financial companies, such as CarMax Business Services, LLC. In addition, the Dodd-Frank Act impacts the offering, marketing and regulation of consumer financial products and services and increases regulation of the securitization and derivatives markets. Many of the implementing regulations have been finalized, but in some cases, additional rulemaking, such as the securitization conflicts of interest rule, has not yet been finalized. Until all of the implementing regulations have been issued, there can be no assurance that any new requirements will not have an adverse impact on the marketability of asset-backed securities such as the notes, on the servicing of the receivables, on CarMax Business Services, LLC’s securitization programs or on the regulation and supervision of CarMax Business Services, LLC, the depositor, the issuing entity or the grantor trust.   The Dodd-Frank Act established a federal agency, the Consumer Financial Protection Bureau (“CFPB”), with broad authority over federal consumer financial laws and regulations (“Consumer Financial Laws”). In addition to its existing enforcement authority over Consumer Financial Laws, the CFPB issued a final rule extending its supervisory authority to large nonbank auto finance companies, including CarMax Business Services, LLC. CFPB examination and supervision of CarMax Business Services, LLC may increase the cost of compliance efforts or result in changes to business practices that could have a material adverse effect on its operations. There is considerable uncertainty as to the operating status of federal agencies (including the CFPB) and the future policies that the current U.S. administration may pursue in areas impacting financial regulation and consumer protection. Federal consumer financial regulation is in a period of extended transition for a variety of reasons, including that nominations for federal agency leadership are pending before the U.S. Senate, executive orders impacting the operations of federal agencies are being issued (with uncertainty around the scope of their application and timing of their implementation), and reductions of personnel are occurring across federal agencies. Many of the current U.S. administration’s executive orders are being challenged in court, with initial requests for injunctions being granted, denied, or extended, and the ultimate resolution of the legality of the executive orders is expected to take an extended period of time. Further, in pending litigation challenges to rules, federal agencies have sought to suspend or dismiss the litigation in some cases, and in other cases have not yet taken action. The outlook is similarly uncertain as to pending enforcement cases. It is also uncertain how other federal and state regulators will respond to any changes at the CFPB, which may include increasing or decreasing enforcement activity.   In December 2020, the CFPB issued a final rule governing the activities of third-party debt collectors. The final rule was effective on November 30, 2021. While the final rule did not address first-party debt collectors, the CFPB has previously indicated that it would address this activity in a later rulemaking. It is unclear what effect, if any, the final rule or any subsequent changes may have on the receivables or the servicer’s practices, procedures and other servicing activities relating to the receivables in ways that could reduce the associated recoveries.   The CFPB has successfully asserted the power to investigate and bring enforcement actions directly against securitization special purpose entities. On December 13, 2021, in an action brought by the CFPB, the U.S. District Court for the District of Delaware denied a motion to dismiss filed by securitization trusts by holding that the trusts are “covered persons” under the Dodd-Frank Act because they engage in the servicing of loans, even if through servicers and subservicers. CFPB v. Nat’l Collegiate Master Student Loan Trust, No. 1:17-cv-1323-SB (D. Del.). On February 11, 2022, the district court granted the defendant trusts’ motion to certify that order for an immediate interlocutory appeal and stayed the case pending resolution of any

 

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		appeal. On April 29, 2022, the Third Circuit Court of Appeals granted the defendant trusts’ petition for an interlocutory appeal. On May 17, 2023, the Third Circuit Court of Appeals heard oral arguments in connection with the appeal. On March 19, 2024, the Third Circuit Court of Appeals issued its decision on this interlocutory appeal holding that the defendant trusts are “covered persons” under the Dodd-Frank Act and subject to the CFPB’s enforcement authority. On May 3, 2024, the defendant trusts filed a petition for rehearing and rehearing or rehearing en banc with the Third Circuit Court of Appeals. This petition was denied by the U.S. Court of Appeals for the Third Circuit on May 21, 2024. On August 16, 2024, the defendant trusts filed a petition for a writ of certiorari to the U.S. Supreme Court. This petition was denied by the U.S. Supreme Court on December 16, 2024. On January 16, 2025, the CFPB announced a proposed settlement of the action with the defendant trusts but the district court did not enter the order. On April 25, 2025, the CFPB agreed to voluntarily dismiss the case with prejudice and the district court dismissed the case with prejudice on April 28, 2025. Notwithstanding the voluntary dismissal of the lawsuit, the CFPB and state attorneys general and state regulators, who have independent authority to enforce the Dodd-Frank Act, may rely on the Third Circuit’s decision in the future as precedent in investigating and bringing enforcement actions against other trusts, including the issuing entity and the grantor trust.   The CFPB also issued a Compliance Bulletin in February 2022 stating its position that automobile loan holders and servicers are responsible for ensuring that their repossession-related practices, and the practices of their service providers, do not violate applicable law, and the CFPB also described its intention to hold loan holders and servicers liable for unfair, deceptive, or abusive acts or practices related to the repossession of automobiles. This Compliance Bulletin was withdrawn by the CFPB on May 12, 2025. In Fall of 2024, the CFPB issued a special edition of Supervisory Highlights focused on automobile finance concerns, including deceptive advertising about available loan terms, misapplied payments or incorrect information about payment history reported to credit reporting agencies, unlawful repossession and the handling of add-on products such as guaranteed asset protection (“GAP”) and extended warranties, and refunds after events such as repossession or early payoff of the account. The CFPB has entered into consent orders with a large national bank and a finance company related to, among other things, their servicing practices and the sales and refunds associated with ancillary products. It is possible that the CFPB may bring enforcement actions against securitization trusts holding automobile loans, such as the issuing entity, the grantor trust, and servicers, such as CarMax Business Services, LLC, in the future.   In addition, the Federal Trade Commission (“FTC”), state regulators, and state attorneys general have recently increased their scrutiny of motor vehicle dealers and auto lending, particularly with respect to antidiscrimination and deception concerns related to the prices of and fees charged in connection with automobile financing, including add-on products such as GAP insurance and extended warranties. For example, in July 2023, the New York Department of Financial Services issued a letter to regulated motor vehicle lenders and servicers reminding them to ensure that consumers receive certain rebates for ancillary products when motor vehicles are repossessed or declared a total loss. In addition, California has enacted a law governing the sale, offering or administration of GAP insurance in connection with retail installments contracts. Also, on December 12, 2023 the FTC issued a final rule that would have (i) prohibited motor vehicle dealers from making certain misrepresentations in the course of selling, leasing, or arranging financing for motor vehicles, (ii) required accurate pricing disclosures in dealers’ advertising and sales discussions, (iii) required dealers to obtain consumers’ express, informed consent for charges, (iv) prohibited the sale of any add-on product or service that confers no benefit to the consumer, and (v) required dealers to keep records of advertisements

 

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		and customer transactions. The final rule had an effective date of July 30, 2024, but the FTC had subsequently issued an order indefinitely postponing the effective date while a legal challenge against the final rule was pending. On January 27, 2025, the U.S. Court of Appeals for the Fifth Circuit held that the final rule was invalid on procedural grounds and vacated the rule. At this stage, it is unknown whether the final rule will be reproposed.   The Dodd-Frank Act created an alternative liquidation framework under which the Federal Deposit Insurance Corporation may be appointed as receiver for the resolution of a non-bank financial company if the company is in default or in danger of default and the resolution of the company under other applicable law would have serious adverse effects on financial stability in the United States.   There can be no assurance that this liquidation framework would not apply to CarMax Business Services, LLC, the depositor, the issuing entity or the grantor trust, although we expect that the framework will be invoked only very rarely. Guidance from the FDIC indicates that this framework will be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime which would otherwise apply to CarMax Business Services, LLC, the depositor, the issuing entity and the grantor trust.   If the FDIC were appointed as receiver for CarMax Business Services, LLC, the depositor or the issuing entity, or if future regulations or subsequent FDIC actions are contrary to the FDIC guidance, you may experience losses or delays in payments on your notes.   See “Material Legal Issues Relating to the Receivables—The Dodd-Frank Act” in this prospectus for further discussion of the alternative liquidation framework established by the Dodd-Frank Act for certain non-bank financial companies.   Further, changes to the regulatory framework in which CarMax Business Services operates, including, for example, laws or regulations enacted to address the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change) or anti-money laundering or anti-terrorism financing laws or regulations, increased inflation or a recession or period of economic contraction or volatility could have a significant impact on the servicer, the sponsor, the depositor, the issuing entity or the grantor trust and could adversely affect the timing and amount of payments on your notes.
Consumer protection laws may reduce the funds available to make payments on your notes		Federal and state consumer protection laws impose requirements upon creditors in connection with extensions of credit and collections on retail installment sale contracts. Some of these laws make an assignee of such contracts, such as the grantor trust, liable to the obligor for any violation by the lender. Any liabilities of the grantor trust under these laws could reduce the funds that the issuing entity would otherwise have to make payments on your notes.   For more information regarding consumer protection laws, see “Material Legal Issues Relating to the Receivables—Consumer Protection Laws” in this prospectus.
Risk of holders treated as being engaged in a U.S. trade or business on account of their own activities		As discussed under “Material Federal Income Tax Consequences” in this prospectus, the U.S. federal income tax treatment of the notes to a beneficial owner that is a Foreign Person turns on a number of facts, including whether interest on the notes paid to or accrued by the Foreign Person is effectively connected with the conduct of a trade or business within the United States by the Foreign Person. The determination of whether a Foreign Person is engaged in a trade or business within the United

 

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		States with respect to its acquisition of debt is based on a highly factual analysis that takes into account all facts and circumstances relating to such Foreign Person, which are necessarily unique to that Foreign Person. No direct guidance expressly addresses which activities constitute being engaged in a trade or business within the United States or whether (or under which circumstances) the acquisition of newly issued debt, such as a note offered hereby, could give rise to a trade or business or could contribute to such a conclusion when coupled with other facts and circumstances. In addition, certain activities undertaken or performed by or for a Foreign Person through agents and other third parties could be attributed to the Foreign Person in determining whether the Foreign Person is engaged in a trade or business within the United States. Furthermore, the precise contours of the so-called “securities trading safe harbor” under Section 864(b)(2) of the Internal Revenue Code is similarly unclear. Nothing herein provides any advice or assurance concerning the tax treatment with respect to any person in this regard or otherwise or considers in any way the facts unique to any particular person that acquires a note. Therefore, prospective investors in the notes are urged to consult their own tax advisors to determine their treatment under these rules in respect of the acquisition of a note and taking into account their own particular facts relating to such acquisition.
There could be a withholding obligation if any notes are recharacterized as equity in the issuing entity.		Tax counsel to the issuing entity will issue an opinion, subject to the assumptions and qualifications therein, to the effect that, when issued, the offered notes will be treated as debt for U.S. federal income tax purposes, except to the extent of certain notes held by affiliates of the depositor. While the issuing entity intends to characterize the class E notes as indebtedness for U.S. federal income tax reporting purposes, tax counsel will not be providing an opinion that the class E notes will be characterized as debt for U.S federal income tax purposes. As such, there is uncertainty with respect to the characterization of the class E notes for U.S. federal income tax purposes. If the IRS successfully contended that any note should be recharacterized as equity interests in the issuing entity, the IRS may further assert that the issuing entity should be required to withhold tax with respect to any such notes held by Foreign Persons. Further, the issuing entity could be liable for any failure to so withhold, thereby reducing the cash flow that would otherwise be available to make payments on all of the notes. For further discussion, see “Material Federal Income Tax Consequences—Possible Alternative Treatments of the Notes and the Issuing Entity” in this prospectus.
Modifications to the transaction documents could result in a taxable deemed exchange of the notes.		The transaction documents, under certain circumstances, allow for supplemental indentures and amendments. It is possible that such supplemental indentures or amendments, if they were treated as “significant modifications,” could result in a taxable deemed exchange of the notes for United States federal income tax purposes. This could result in gain or loss recognition for noteholders, and could potentially result in OID with respect to the private notes following such modification. For further discussion, see “Material Federal Income Tax Consequences—Tax Consequences to Holders of the Offered Notes” in this prospectus.
Requirements for Certain EU and UK Regulated Investors and Affiliates		Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitization and creating a specific framework for simple, transparent and standardized securitization and amending certain other European Union (“EU”) directives and regulations (as amended, the “EU Securitization Regulation”) is directly applicable in member states of the EU and will be applicable in any non-EU states of the EEA in which it has been implemented.
		The EU Securitization Regulation places certain conditions (the “EU Due Diligence Requirements”) on investments in a “securitisation” (as defined in the EU Securitization Regulation) by an “institutional investor”, defined by the EU

 

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		Securitization Regulation to include (a) a credit institution or an investment firm each as defined in and for purposes of Regulation (EU) No 575/2013, as amended, known as the Capital Requirements Regulation (the “EU CRR”), (b) an insurance undertaking or a reinsurance undertaking each as defined in Directive 2009/138/EC, as amended, known as Solvency II, (c) an alternative investment fund manager as defined in Directive 2011/61/EU that manages and/or markets alternative investment funds in the EU, (d) an undertaking for collective investment in transferable securities (“UCITS”) management company, as defined in Directive 2009/65/EC, as amended, known as the UCITS Directive, or an internally managed UCITS, which is an investment company that is authorized in accordance with that Directive and has not designated such a management company for its management, and (e) with certain exceptions, an institution for occupational retirement provision falling within the scope of Directive (EU) 2016/2341, or an investment manager or an authorized entity appointed by such an institution for occupational retirement provision as provided in that Directive. Pursuant to Article 14 of the EU CRR, the EU Due Diligence Requirements also apply to investments by certain consolidated affiliates, wherever established or located, of institutions regulated under the EU CRR (such affiliates, together with all such institutional investors, “EU Affected Investors”).   With respect to the UK, the Securitisation Regulations 2024 (as amended, the “SR 2024”), together with (i) the securitisation sourcebook of the handbook of rules and guidance adopted by the Financial Conduct Authority of the UK (as amended), (ii) the Securitisation Part of the rulebook of published policy of the Prudential Regulation Authority of the Bank of England (as amended) and (iii) relevant provisions of the FSMA, set out the framework for the regulation of certain aspects of securitization in the UK (collectively, the “UK Securitization Framework”). The UK Securitization Framework places certain conditions (the “UK Due Diligence Requirements”) on investments in a “securitisation” (as defined in the SR 2024) by any “institutional investor” which for these purposes includes (a) an insurance undertaking as defined in section 417(1) of the FSMA; (b) a reinsurance undertaking as defined in section 417(1) of the FSMA; (c) the trustees or managers of an occupational pension scheme as defined in section 1(1) of the Pension Schemes Act 1993 that has its main administration in the UK, or a fund manager of such a scheme appointed under section 34(2) of the Pensions Act 1995 that, in respect of activity undertaken pursuant to that appointment, is authorized for the purposes of section 31 of the FSMA; (d) an AIFM as defined in regulation 4(1) of the Alternative Investment Fund Managers Regulations 2013 (as amended, the “AIFM Regulations”) that has permission under the FSMA for managing an AIF (as defined in the AIFM Regulations) and which markets or manages AIFs in the UK, or a small registered UK AIFM, as defined in the AIFM Regulations; (e) a management company as defined in section 237(2) of the FSMA; (f) a UCITS as defined by section 236A of the FSMA which is an authorized open ended investment company as defined in section 237(3) of the FSMA; (g) a CRR firm as defined by Article 4(1)(2A) of Regulation (EU) No 575/2013, as it forms part of UK domestic law by virtue of the EUWA and as amended (the “UK CRR”); and (h) an FCA investment firm as defined by Article 4(1)(2AB) of the UK CRR. In addition, the UK CRR makes provision as to the application of the UK Due Diligence Requirements to consolidated affiliates, wherever established or located, of entities that are subject to the UK CRR (such affiliates, together with all such institutional investors, “UK Affected Investors” and, together with EU Affected Investors, “Affected Investors”).   Pursuant to the EU Due Diligence Requirements, an EU Affected Investor investing in a securitization must, amongst other things, verify (a) that the originator, sponsor or original lender (each as defined in the EU Securitization Regulation) retains a material net economic interest of not less than 5% in such securitization in

 

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		accordance with the EU Securitization Regulation, (b) that the originator, sponsor or issuer has, where applicable, made available information as required by the EU Securitization Regulation, and (c) that certain credit-granting requirements are satisfied.   Pursuant to the UK Due Diligence Requirements, a UK Affected Investor investing in a securitization must, amongst other things, verify certain matters in accordance with the elements of the UK Securitization Framework to which it is subject, including that (a) the originator, sponsor or original lender (each as defined in the SR 2024) retains a material net economic interest of not less than 5% in such securitization in accordance with the UK Securitization Framework, (b) the originator, sponsor or issuer has made information available (and committed to make further information available) in accordance with the elements of the UK Securitization Framework to which the UK Affected Investor is subject, and (c) except in specified cases, certain credit-granting requirements are satisfied.
		Although CarMax Business Services will retain credit risk in accordance with Regulation RR as described in this prospectus under “Credit Risk Retention”, none of CarMax Business Services, the depositor, the Seller, the underwriters nor any other party to the transaction described in this prospectus or any of their affiliates will retain or commit to retain a 5% material net economic interest with respect to this transaction in accordance with the EU Securitization Regulation or the UK Securitization Framework, or makes or intends to make any representation or agreement that it or any other party is undertaking or will undertake to take or refrain from taking any action to facilitate or enable compliance by EU Affected Investors with the EU Due Diligence Requirements, by UK Affected Investors with the UK Due Diligence Requirements, or by any person with the requirements of any other law or regulation now or hereafter in effect in the EU, any EEA member state or the UK, in relation to risk retention, due diligence and monitoring, transparency, credit granting standards or any other conditions with respect to investments in securitization transactions. Neither the securitization constituted by the issuance of the notes nor the arrangements described in “Credit Risk Retention” in this prospectus have been structured with the objective of ensuring compliance with the requirements of the EU Securitization Regulation or the UK Securitization Framework by any person.
		Failure by an EU Affected Investor to comply with the EU Due Diligence Requirements or failure by a UK Affected Investor to comply with the UK Due Diligence Requirements, in each case, with respect to an investment in the notes may result in the imposition of a penalty regulatory capital charge on such investment or of other regulatory sanctions by the competent authority of such Affected Investor, or a requirement to take corrective action. Consequently, the notes may not be a suitable investment for Affected Investors, and this may affect the price and liquidity of the notes.   Prospective investors are responsible for analyzing their own regulatory position and should consult with their own investment and legal advisors regarding the application of the EU Securitization Regulation, the UK Securitization Framework or other applicable regulations and the suitability of the notes for investment. The transaction described in this prospectus is structured in a way that is unlikely to allow EU Affected Investors to comply with the EU Due Diligence Requirements or UK Affected Investors to comply with the UK Due Diligence Requirements. In addition, prospective investors should note that a legislative procedure is underway in the EU that is expected to result in the adoption of legislation which, if implemented in the terms currently proposed, would (amongst other things) amend certain aspects of the EU Due Diligence Requirements. It is not known whether,

 

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		when, or in what terms such proposed legislation will be implemented. Each prospective investor in the notes that is an EU Affected Investor should make its own assessment as to the implications (if any) of such proposed legislation.

 

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THE TRANSACTION PARTIES

The following information identifies certain transaction parties for this securitization transaction.

The Sponsor

CarMax Business Services is the sponsor of this securitization transaction and is primarily responsible for structuring the transaction. CarMax Business Services was formed on April 23, 2004, as a Delaware limited liability company and is a wholly-owned indirect subsidiary of CarMax, Inc.

The Receivables are originated by certain affiliates of CarMax Business Services in accordance with CarMax Business Services’ underwriting process. CarMax Business Services will sell the Receivables to CarMax Funding and will service the Receivables on behalf of the Issuing Entity and the Grantor Trust. CarMax Business Services is also the Administrator of the Issuing Entity and the Grantor Trust. CarMax Business Services’ principal executive offices are located at 12800 Tuckahoe Creek Parkway, Richmond, Virginia 23238, and its telephone number is (804) 747-0422.

CarMax Business Services (including its predecessor in interest, CarMax Auto) has been financing motor vehicle retail installment sale contracts in securitization transactions since 1996. CarMax Business Services has had an active publicly registered securitization program for motor vehicle retail installment sale contracts since 1999 and has issued asset-backed securities in 83 publicly registered transactions in amounts ranging from $450,000,000 to $1,750,000,000. CarMax Business Services has sought to originate motor vehicle retail installment sale contracts in its core portfolio with an underlying credit risk profile that CarMax Business Services believes will, in the aggregate, result in cumulative net losses in a specified range. Receivables securitized in the CarMax Auto Owner Trust (“CAOT”) platform have historically been selected from this core portfolio. CarMax Business Services’ classification of receivables in the “core” portfolio of receivables is based on a number of factors and has changed and may in the future change from time to time. In June 2024, CarMax Business Services established the CarMax Select Receivable Trust (“CSRT”) platform described in this prospectus, which is a program comprised of motor vehicle retail installment sale contracts originated from CarMax Business Services’ core portfolio as described in this prospectus as well as contracts outside the core portfolio, a substantial portion of which are obligations of lower credit obligors. In addition to selling receivables to trusts in connection with registered public offerings of asset-backed securities, CarMax Business Services regularly sells motor vehicle retail installment sale contracts to special purpose entities to secure warehouse debt funded by several banks and multi-seller asset-backed commercial paper conduits. CarMax Business Services meets a significant portion of its funding requirements through securitizations. No securitizations sponsored by CarMax Business Services have defaulted or experienced an early amortization triggering event.

CarMax Business Services will make various representations and warranties about the origination, characteristics and transfer of the Receivables to the Seller. If such breach materially and adversely affects the interests of the Seller, the Issuing Entity, the Grantor Trust or the Noteholders in any Receivable, the Seller will have the right under the Receivables Purchase Agreement to cause CarMax Business Services to repurchase any such Receivable from the Grantor Trust (as assignee of the Seller and the Issuing Entity). Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the issuing entity (or its assignee) to receive and retain payment in full on such Receivable.

See “The CarMax Business” in this prospectus for a discussion of CarMax Business Services’ experience with and overall procedures for originating and underwriting receivables. See “The CarMax Business—CarMax Auto Finance” and “Historical Performance—Delinquency, Credit Loss and Recovery Information” in this prospectus for information regarding CarMax Business Services’ motor vehicle receivables portfolio.

The Depositor and Seller

CarMax Funding will be the depositor and seller for this securitization transaction. CarMax Funding was formed on August 6, 2003 as a Delaware limited liability company. CarMax Business Services is the sole equity member of CarMax Funding. CarMax Funding will sell the Receivables to the Issuing Entity, and the Issuing Entity

 

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will transfer the Receivables to the Grantor Trust. CarMax Funding maintains its principal executive offices at 12800 Tuckahoe Creek Parkway, Suite 400, Richmond, Virginia 23238. Its telephone number is (804) 935-4512.

The Seller was organized principally for the limited purpose of purchasing receivables originated by affiliates of CarMax Business Services. The Seller has not and will not engage in any activity other than acquiring, owning, holding, selling, transferring, assigning, pledging or otherwise dealing in receivables purchased by CarMax Business Services from its affiliates or forming one or more Delaware statutory trusts or common law trusts owning such receivables and engaging in activities related to the foregoing. The Seller will acquire the Receivables from CarMax Business Services under the Receivables Purchase Agreement. Neither the Seller nor any of the Seller’s affiliates will insure or guarantee the Receivables or the Notes.

The Seller will make various representations and warranties about the origination, characteristics and transfer of the Receivables to the Issuing Entity. If such breach materially and adversely affects the interests of the Issuing Entity, the Grantor Trust or the Noteholders in any Receivable, the Issuing Entity will have the right under the Sale and Servicing Agreement to cause the Seller to repurchase any such Receivable from the Grantor Trust (as assignee of the Issuing Entity). Any such breach or failure will be deemed not to have a material and adverse effect if such breach or failure has not affected the ability of the Issuing Entity (or its assignee) to receive and retain payment in full on such Receivable.

In structuring these transactions, the Seller and CarMax Business Services have taken steps intended to ensure that the voluntary or involuntary application for relief by CarMax Business Services under the Bankruptcy Code or similar state laws will not cause the assets and liabilities of the Seller to be consolidated with those of CarMax Business Services. See “Material Legal Issues Relating to the Receivables—Certain Bankruptcy Considerations” in this prospectus for more information.

In connection with the offering of the Notes, the chief executive officer of the Seller will make the certifications required under the Securities Act about this prospectus, the disclosures made about the characteristics of the Receivables and the structure of this securitization transaction, the risks of owning the Notes and whether the securitization transaction will produce sufficient cash flows to make interest and principal payments on the Notes when due. This certification will be filed by the Seller with the SEC at the time of filing of this prospectus. The certification should not be considered to reduce or eliminate the risks of investing in the Notes.

The Issuing Entity and the Grantor Trust

Limited Purpose and Limited Assets

Issuing Entity

CarMax Select Receivables Trust 2025-B will be the issuing entity for this securitization transaction. The Issuing Entity was formed on August 8, 2025 as a Delaware statutory trust. The Issuing Entity will be operated pursuant to the Trust Agreement. CarMax Business Services will be the Administrator of the Issuing Entity under the Administration Agreement. Unless expressly indicated to the contrary, any action to be taken by the Issuing Entity will be taken by the Administrator on behalf of the Issuing Entity. The Seller will be the initial holder of the Certificates.

The Issuing Entity will not engage in any activity other than certain limited activities including:

 

•

acquiring, holding and managing the Grantor Trust Certificate and the other assets of the Issuing Entity, and the proceeds of those assets;

 

•

issuing the Notes and the Certificates;

 

•

making payments on the Notes and distributions on the Certificates;

 

•

forming the Grantor Trust and transferring the Receivables to the Grantor Trust; and

 

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•

engaging in other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish any of the other purposes listed above or are in any way incidental to or connected with those activities.

The Issuing Entity’s principal offices are in care of U.S. Bank Trust National Association, as Owner Trustee, at 190 LaSalle Street, 7^th Floor, Chicago, IL 60603, Attention: CSRT 2025-B.

The Issuing Entity’s fiscal year ends on February 28 or February 29, as applicable. The Issuing Entity’s fiscal year conforms to the fiscal year of the Seller and CarMax.

Grantor Trust

CarMax Select Receivables Grantor Trust 2025-B was formed on August 8, 2025 as a Delaware statutory trust for the purpose of owning receivables. The Grantor Trust will be operated pursuant to the Grantor Trust Agreement. CarMax Business Services will be the Administrator of the Grantor Trust under the Administration Agreement. Unless expressly indicated to the contrary, any action to be taken by the Grantor Trust will be taken by the Administrator on behalf of the Grantor Trust. The Issuing Entity will be the holder of the Grantor Trust Certificate.

The Grantor Trust will not engage in any activity other than certain limited activities including:

 

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acquiring, holding and managing the Receivables and the other assets of the Grantor Trust, and the proceeds of those assets;

 

•

issuing the Grantor Trust Certificate;

 

•

making distributions on the Grantor Trust Certificate;

 

•

selling, transferring and exchanging the Grantor Trust Certificate to the Issuing Entity;

 

•

pledging the Receivables and other assets of the Grantor Trust pursuant to the Indenture; and

 

•

engaging in other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish any of the other purposes listed above or are in any way incidental to or connected with those activities.

The Grantor Trust’s principal offices are in care of U.S. Bank Trust National Association, as Grantor Trust Trustee, at 190 LaSalle Street, 7^th Floor, Chicago, IL 60603, Attention: CSRT 2025-B.

The Grantor Trust’s fiscal year ends on February 28 or February 29, as applicable. The Grantor Trust’s fiscal year conforms to the fiscal year of the Seller and CarMax.

Issuing Entity Property

The Notes will be collateralized by the property of the Issuing Entity and the Grantor Trust.

The primary asset of the Issuing Entity will be the Grantor Trust Certificate, representing the entire beneficial ownership in the Grantor Trust. The primary assets of the Grantor Trust will be the Receivables, which are amounts owed by individuals under motor vehicle retail installment sale contracts. The Issuing Entity and the Grantor Trust will generally have no rights to the assets of the Seller or of CarMax Business Services.

The property of the Issuing Entity and the Grantor Trust will consist of the Grantor Trust Certificate and all the right, title and interest of the Issuing Entity and the Grantor Trust in and to:

 

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the Receivables and the payments made on the Receivables after the Cutoff Date;

 

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security interests in the related Financed Vehicles;

 

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the rights to proceeds, if any, from claims on certain theft, physical damage, credit life or credit disability insurance policies, if any, covering the Financed Vehicles or the related obligors;

 

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•

rights under the Receivables Purchase Agreement, the Sale and Servicing Agreement and the Receivables Contribution Agreement;

 

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the receivable files;

 

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amounts as from time to time may be held in one or more accounts maintained for the Grantor Trust or the Issuing Entity;

 

•

certain payments and proceeds with respect to the Receivables held by the Servicer;

 

•

certain rebates of premiums and other amounts relating to certain insurance policies and other items financed under the Receivables; and

 

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any and all proceeds of the above items.

The Issuing Entity and the Grantor Trust will pledge the issuing entity property to the Indenture Trustee for the benefit of the Noteholders.

Amounts necessary to make scheduled payments on the Notes will generally be collected solely from the obligors of the Receivables and the proceeds from the repossession and sale of the Financed Vehicles which secure Defaulted Receivables. Various factors, including any failure to maintain a perfected security interest in each Financed Vehicle securing each Defaulted Receivable in all states, may impact the Servicer’s ability to liquidate Defaulted Receivables and may reduce amounts payable on the Notes. See “Material Legal Issues Relating to the Receivables” in this prospectus.

Capitalization and Liabilities of the Issuing Entity

The following table illustrates the expected assets of the Issuing Entity as of the Closing Date:

 

Grantor Trust Certificate(1)		$	923,081,739.63
Reserve Account			9,230,817.40
Total		$	932,312,557.03

(1)	The Pool Balance as of the Cutoff Date represented by the Grantor Trust Certificate held by the Issuing Entity.

The following table illustrates the expected liabilities of the Issuing Entity as of the Closing Date:

 

Class A-1 Notes		$	203,800,000.00
Class A-2 Notes			303,160,000.00
Class A-3 Notes			177,040,000.00
Class B Notes			60,920,000.00
Class C Notes			71,540,000.00
Class D Notes			68,770,000.00
Class E Notes(1)			14,770,000.00
Total		$	900,000,000.00

(1)	The Class E notes are not being offered hereby and are anticipated to be either privately placed or retained by the depositor or another affiliate of CarMax Business Services, LLC. The Class E notes will be entitled to certain payments as described herein.

The Servicer

CarMax Business Services will be the servicer of the Receivables for this securitization transaction. CarMax Business Services will be responsible for all servicing functions except that the Indenture Trustee or an affiliate thereof will be responsible for maintaining various accounts and the Indenture Trustee will be responsible for making payments to holders of the Notes based on information and calculations provided by the Servicer.

 

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CarMax Business Services (including its predecessor in interest, CarMax Auto) has been servicing motor vehicle receivables since 1993. Since 1999, CarMax Business Services has serviced 83 publicly registered motor vehicle receivables securitizations having receivables pools ranging from $450,000,014 to $1,754,385,995.

The Servicer will service the Receivables on behalf of the Issuing Entity and the Grantor Trust in accordance with the Sale and Servicing Agreement and in accordance with its customary servicing practices, using the degree of skill and attention that the Servicer exercises with respect to all comparable motor vehicle receivables that it services for itself or others. The Servicer will have full power and authority to do any and all things in connection with managing, servicing, administration and collection of the Receivables that it may deem necessary or desirable as long as such activities will not result in or cause the Issuing Entity or Grantor Trust to be treated, for United States federal income tax purposes, as an association (or publicly traded partnership) taxable as a corporation, or cause the Grantor Trust to be treated as other than a grantor trust for United States Federal Income tax purposes. In accordance with its customary servicing practices, the Servicer will make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the payments become due. The Servicer will also be responsible for filing and maintaining the effectiveness of the financing statements that perfect the Grantor Trust’s security interest in the Receivables and other property of the Grantor Trust.

To facilitate the servicing of the Receivables, the Issuing Entity and the Grantor Trust will authorize the Servicer to retain physical possession (or maintain a single authoritative copy of each electronic contract) of the Receivables and other documents relating thereto as custodian for the Issuing Entity, the Grantor Trust and the Indenture Trustee. Due to administrative burden and expense, the certificates of title for the Financed Vehicles will not be amended to reflect the sale and assignment of the security interests in the Financed Vehicles to the Grantor Trust. See “Risk Factors—Interests of other persons in the receivables could reduce the funds available to make payments on your notes” and “The Sale and Servicing Agreement— Sale and Assignment of Receivables” in this prospectus.

See “Servicing and Collection Procedures” in this prospectus for more information regarding the Servicer’s servicing policies and procedures. See “The Sale and Servicing Agreement” in this prospectus for more information regarding the obligations of the Servicer under the Sale and Servicing Agreement.

The Owner Trustee and Grantor Trust Trustee

U.S. Bank Trust National Association (“U.S. Bank Trust”) will act as Owner Trustee under the Trust Agreement and Grantor Trust Trustee under the Grantor Trust Agreement. U.S. Bank Trust is a national banking association and a wholly-owned subsidiary of U.S. Bank National Association (“U.S. Bank”), the fifth largest commercial bank in the United States. U.S. Bancorp, with total assets exceeding $686 billion as of June 30, 2025, is the parent company of U.S. Bank. As of June 30, 2025, U.S. Bancorp operated over 2,000 branch offices in 26 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions.

U.S. Bank Trust has provided owner trustee services since the year 2000. As of June 30, 2025, U.S. Bank Trust was acting as owner trustee with respect to over 1,100 issuances of securities. This portfolio includes mortgage-backed and asset-backed securities. U.S. Bank Trust has acted as owner trustee of automobile receivables-backed securities since 2000. As of June 30, 2025, U.S. Bank Trust was acting as owner trustee on 105 issuances of automobile receivables-backed securities.

The liability of the Owner Trustee and the Grantor Trust Trustee in connection with the issuance and sale of the Notes will be limited solely to the express obligations of the Owner Trustee and the Grantor Trust Trustee set forth in the Trust Agreement and the Grantor Trust Agreement, respectively. The Owner Trustee and the Grantor Trust Trustee may resign at any time, in which event the Administrator will be obligated to appoint a successor trustee. The Seller or the Issuing Entity, as applicable, or the Administrator, as applicable, shall remove the Owner Trustee or the Grantor Trust Trustee if:

 

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•

such trustee ceases to be eligible to continue or is legally unable or incapable of acting as Owner Trustee or Grantor Trust Trustee, as applicable, under the Trust Agreement or Grantor Trust Agreement, respectively; or

 

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such trustee becomes insolvent.

In either of these circumstances, the Administrator must appoint a successor trustee. If the Owner Trustee or the Grantor Trust Trustee resigns or is removed, the resignation or removal and appointment of a successor owner trustee or grantor trust trustee will not become effective until the successor owner trustee or grantor trust trustee accepts its appointment.

The Indenture Trustee

Wilmington Trust, National Association (“WTNA”) — also referred to herein as the “Indenture Trustee” and the “Paying Agent” — is a national banking association with trust powers incorporated under the federal laws of the United States. The Indenture Trustee’s principal place of business is located at 1100 North Market Street, Wilmington, Delaware 19890. WTNA is an affiliate of Wilmington Trust Company and both WTNA and Wilmington Trust Company are subsidiaries of M&T Bank Corporation. Since 1998, Wilmington Trust Company has served as trustee in numerous asset-backed securities transactions involving automobile receivables.

WTNA is subject to various legal proceedings that arise from time to time in the ordinary course of business. WTNA does not believe that the ultimate resolution of any of these proceedings will have a materially adverse effect on its services as indenture trustee.

The Indenture Trustee will make each monthly statement available to the Noteholders via the Indenture Trustee’s internet website at http://www.wilmingtontrustconnect.com. For assistance with regard to this service, Noteholders may call the Indenture Trustee’s corporate trust office at (866) 829-1928.

WTNA has provided the above information and has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

The Seller and its affiliates may maintain normal commercial banking or investment banking relations with the Indenture Trustee and its affiliates. The fees and expenses of the Indenture Trustee will be paid by CarMax Business Services, as the Administrator under the Administration Agreement and, to the extent not paid by the Administrator, as described under “Application of Available Funds—Priority of Distributions (Pre-Acceleration)” and “—Priority of Distributions (Post-Acceleration).” The Indenture Trustee will have various rights and duties with respect to the Notes.

See “The Indenture” in this prospectus for a further discussion of the rights and duties of the Indenture Trustee.

The liability of the Indenture Trustee in connection with the issuance and sale of the Notes will be limited solely to the express obligations of Indenture Trustee set forth in the Indenture. The Indenture Trustee may resign at any time, in which event the Administrator will be obligated to appoint a successor trustee. The Issuing Entity or the Administrator, as applicable, shall remove the Indenture Trustee if:

 

•

the Indenture Trustee ceases to be eligible to continue or is legally unable or incapable of acting as Indenture Trustee under the Indenture; or

 

•

the Indenture Trustee becomes insolvent.

In either of these circumstances, the Administrator must appoint a successor trustee. If the Indenture Trustee resigns or is removed, the resignation or removal and appointment of a successor trustee will not become effective until the successor trustee accepts its appointment. If a successor indenture trustee does not take office within 60 days after the Indenture Trustee resigns or is removed, the Indenture Trustee, the Issuing Entity or the holders of a majority

 

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of the controlling class may petition any court of competent jurisdiction for the appointment of a successor indenture trustee.

The Asset Representations Reviewer

Clayton Fixed Income Services LLC will act as the Asset Representations Reviewer under the Asset Representations Review Agreement. Clayton Fixed Income Services LLC is a Delaware limited liability company, and a wholly-owned subsidiary of Covius Services, LLC. Clayton Fixed Income Services LLC and its affiliates have provided independent due diligence loan review and servicer oversight services since 1989. Clayton Fixed Income Services LLC has been engaged as the asset representations reviewer on more than 750 auto and equipment loan, lease and dealer floorplan and credit card securitization transactions since 2015.

Clayton Fixed Income Services LLC and its affiliates are providers of targeted due diligence reviews of securitized assets and policies and procedures of originators and servicers to assess compliance with representations and warranties, regulatory and legal requirements, investor guidelines and settlement agreements. Clayton Fixed Income Services LLC and its affiliates have performed over 17 million loan reviews and provided ongoing oversight on over $2 trillion of securitization transactions on behalf of investors, sponsors, issuers and originators, including government sponsored enterprises and other governmental agencies. These services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although Clayton Fixed Income Services LLC and its affiliates have also performed these services for transactions involving auto loans, equipment leases, credit cards, commercial mortgage loans, student loans, timeshare loans and boat and recreational vehicle loans.

The Asset Representations Reviewer is not, and will not so long as any Notes remain outstanding be, affiliated with CarMax Business Services, the Servicer, the Seller, the Issuing Entity, the Indenture Trustee, the Owner Trustee or any of their affiliates. Additionally, the Asset Representations Reviewer is not affiliated with the entity which performed pre-closing due diligence services for the transaction. Clayton Fixed Income Services LLC may be appointed as an asset representations reviewer on other transactions for CarMax Business Services or its affiliates.

See “The Asset Representations Review Agreement” in this prospectus for a further discussion of the rights and duties of the Asset Representations Reviewer.

The Asset Representations Reviewer’s liability in connection with the asset representations review is limited solely to the express obligations of the Asset Representations Reviewer set forth in the Asset Representations Review Agreement. The Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for compliance with the representations and warranties under the transaction documents, except in connection with a review under the Asset Representations Review Agreement or (b) determining whether noncompliance with any representation or warranty is a breach of the transaction documents or if any Receivable is required to be repurchased.

THE CARMAX BUSINESS

The CarMax Retail Business

CarMax is the largest retailer of used motor vehicles in the United States, and was the first used vehicle retailer to offer a large selection of high quality used vehicles at low, “no-haggle” prices using a customer-friendly sales process in an attractive, modern sales facility.

CarMax purchases, reconditions and sells used vehicles. As of May 31, 2025, CarMax operated 250 company-owned used car stores in 109 television markets. In addition as of September 30, 2021, CarMax sold its remaining new car franchise.

CarMax appraises consumers’ vehicles free of charge and makes written offers to buy each vehicle regardless of whether the consumer is purchasing a vehicle from CarMax. CarMax acquires a significant percentage of its retail used-vehicle inventory through its in-store appraisal process, as well as through wholesale auctions and,

 

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to a lesser extent, directly from other sources, including wholesalers, dealers and fleet owners. All of the used vehicles CarMax sells at retail are reconditioned to meet its high standards, and each vehicle must pass a comprehensive inspection before being offered for sale. Vehicles purchased from consumers through the appraisal process that do not meet CarMax’s retail standards are sold to licensed dealers at wholesale auctions operated on-site at many CarMax locations.

CarMax’s finance program provides access to credit across a wide range of the credit spectrum both through its own finance operation, branded CarMax Auto Finance, and through arrangements with several other financial institutions. Generally, credit applications submitted by customers to CarMax are initially reviewed by CarMax Auto Finance. All finance offers provided to CarMax customers are backed by a 3-day payoff option, which allows customers to refinance their retail installment sale contract with an external finance provider within three business days at no charge.

CarMax enables customers to separately evaluate each component of the sales process, including vehicle purchase, appraisal, financing, and other products and services, based on comprehensive information about the terms and associated prices of each component. Customers can accept or decline any individual element of the offer, including financing, without affecting the price or terms of any other component of the offer.

CarMax Auto Finance

CarMax Auto Finance is the brand under which CarMax Business Services offers financing to CarMax customers. CarMax has underwritten installment sale contracts under the name CarMax Auto Finance since 1993. Because CarMax offers financing solely through its company-owned stores, its scoring models are optimized for the CarMax retail channel and it is able to leverage its knowledge of its customers’ behavior, the quality of its reconditioned vehicles, and the integrity of the information collected at the time the customer applies for credit when making underwriting decisions.

For the calendar years ended December 31, 2020, 2021, 2022, 2023 and 2024, CarMax Business Services (under the brand CarMax Auto Finance) has underwritten motor vehicle retail installment sale contracts for its portfolio of motor vehicle retail installment sale contracts with the selection criteria used for the Receivables (excluding contracts cancelled within three business days after origination) aggregating approximately $1,774 million, $2,660 million, $2,246 million, $1,923 million and $1,877 million, respectively. The outstanding principal balance of motor vehicle retail installment sale contracts underwritten by CarMax Business Services in such portfolio was approximately $4,877 million as of July 31, 2025.

Underwriting Procedures

This section describes the procedures under which CarMax Business Services, doing business as CarMax Auto Finance, underwrites retail installment sale contracts similar to the Receivables.

Credit applications are accepted from applicants seeking to purchase a vehicle at all CarMax locations in-store, by phone with a CarMax representative, or by submitting an online pre-qualification application to CarMax Auto Finance. Each application requires that the applicant provide current information regarding their employment, income and other factors that are relevant to an assessment of creditworthiness. This information is entered into a local terminal or over the internet and transmitted electronically to CarMax Auto Finance for decisioning. In addition, CarMax Auto Finance obtains one or more credit reports from major credit reporting agencies summarizing each applicant’s credit history and payment habits, including such items as open accounts, credit inquiries, delinquent payments, bankruptcies, repossessions and judgments. CarMax Auto Finance may also obtain data from alternative credit reporting agencies to supplement the information contained in traditional credit reports.

CarMax Auto Finance bases its credit underwriting decisions on objective factors. CarMax Auto Finance uses credit scoring models to assess an applicant’s creditworthiness and to help quantify credit risk and employ risk-based pricing. The credit scoring models are statistically derived from prior credit granting experience and analyze predictive information from the credit applications and credit bureau reports to generate a numerical credit score for each applicant. This numerical credit score indicates the risk associated with extending credit to the applicant.

 

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CarMax Auto Finance has established minimum credit score requirements using the credit scoring models. Generally, applicants who fall below the minimums are automatically rejected.

CarMax Auto Finance then evaluates the remaining applications according to its decision rules, which filter each application using objective criteria to make a decision. Certain of the decision rules pertain to credit-related characteristics of an application, such as debt-to-income ratio, recent adverse credit events and the related applicant’s experience managing credit. Some of the decision rules vary according to the credit score, principal balance or loan to value ratio of an application. Most of the decision rules are applied automatically, but certain of them require review by a credit analyst, as described below. For certain segments of applications, additional decision rules derived from alternative data may be applied.

Most credit applications are approved or declined automatically. If an applicant meeting the minimum credit score requirements also satisfies all applicable decision rules, the related application is approved. If an applicant does not meet these requirements, the related application is declined.

Additionally, some decision rules are used to identify particular risk factors in an application or credit file that may not be fully captured by the credit scoring models. These risk factors include discrepancies between an application and a credit report, which often reflect errors in data input but could be a sign of fraud, and limited experience in managing credit. If CarMax Auto Finance receives an application or credit file that is deemed to be containing any of these particular risk factors identified in the decision rules, that application will be reviewed by an experienced credit analyst. Credit analysts manually approve or decline applications by verifying application data and applying additional decision rules established by CarMax Auto Finance as part of the underwriting procedures to address these situations. Credit analysts are not authorized to make judgmental underwriting decisions or approve applications that do not meet CarMax Auto Finance’s established underwriting standards as a result of compensating factors or otherwise.

Credit scoring models are evaluated regularly and updated when performance data allows development of more predictive models. As part of this regular evaluation, CarMax Auto Finance recently developed an updated credit scoring model and began gradual implementation of the new model starting August 7, 2024. From time to time, CarMax Auto Finance reviews and makes modifications to other aspects of the credit offer, including the decision rules, score cut-offs, terms of the offer and offer limits, such as maximum amount financed. In addition, CarMax Auto Finance may conduct limited scale testing in which it would underwrite a new segment of accounts and analyze the results as that segment of accounts matures. The receivables originated under any such modifications to aspects of the credit offer or limited scale testing are either automatically approved or they are approved after review by a credit analyst based on decision rules established by CarMax Auto Finance. Any changes made to the credit scoring model or decision rules, as a result of a test or otherwise, may result in extensions of credit to obligors who would not have been offered credit under the pre-existing approach. The overall effect of these enhancements and modifications may be to materially change the overall credit quality of the portfolio of receivables underwritten by CarMax Auto Finance. The credit performance of a pool of securitized receivables may be affected by any such change in credit quality.

As all of its credit decisions are based on objective factors, including those employed by credit analysts, CarMax Auto Finance does not consider any approved applications to constitute exceptions to its underwriting standards, unless an application was approved in violation of those standards. Any application determined by CarMax Auto Finance to have been inappropriately approved is ineligible for inclusion in the pool of Receivables transferred to the Grantor Trust.

Each retail installment sale contract underwritten by CarMax Auto Finance in connection with the sale of a new or used motor vehicle is secured by that vehicle. The maximum loan amount for each financed vehicle, representing the selling price of the financed vehicle plus sales tax, license fees and title fees, is determined based upon the creditworthiness of the related obligor(s) and is generally no more than 125% of the selling price of the financed vehicle. The actual amount financed is generally less than the maximum allowable loan amount. In each case where the amount financed exceeds the value (including any extended service plan contracts and guaranteed asset protection (GAP) waiver agreements) of the related financed vehicle, CarMax Auto Finance has determined that the creditworthiness of the related obligor supports the additional loan amount. CarMax Auto Finance also

 

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finances extended service plan contracts and guaranteed asset protection (GAP) waiver agreements purchased with financed vehicles.

CarMax Auto Finance believes that the resale value of a vehicle purchased by an obligor will decline below the purchase price and, in some cases, will decline for a period of time below the principal balance outstanding on the related installment sale contract. CarMax Auto Finance regularly reviews the quality of its installment sale contracts to ensure compliance with its established policies and procedures.

Additional Underwriting Programs

From time to time, CarMax Business Services may test, develop and implement additional underwriting programs that use credit scoring models, decision rules, and underwriting procedures that are separate or differ from the credit scoring model, decision rules, and underwriting procedures used to underwrite the securitized assets described in this prospectus (described above under “—Underwriting Procedures”).

Electronic Contracting

Certain of the retail installment sale contracts may be originated electronically. CarMax Auto and certain of its affiliates have contracted with third parties to facilitate the process of creating and storing those electronic contracts. The third parties’ technology systems permit the transmission, storage, access and administration of electronic contracts and are comprised of proprietary and third-party software, hardware, network communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology materials that enable electronic contracting in the automobile retail industry. Through use of the third parties’ technology systems, CarMax Auto (or certain of its Affiliates) originates electronic retail installment contracts and then transfers these electronic contracts to CarMax Business Services.

The third parties’ technology systems use a combination of technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic contract as being the single authoritative copy of the receivable; (ii) manage access to and the expression of the authoritative copy; (iii) identify CarMax Business Services as the owner of record of the authoritative copy; and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record.

SERVICING AND COLLECTION PROCEDURES

The procedures described below relate to the servicing and collection by CarMax Business Services, including the Receivables. In accordance with the Servicer’s servicing policies, the Servicer’s customary servicing practices may change from time to time at the Servicer’s discretion.

General

Under the brand CarMax Auto Finance, the Servicer (including its predecessor in interest, CarMax Auto) has serviced motor vehicle receivables from its servicing center in Kennesaw, Georgia, since 1993. The Servicer offers obligors several payment method options, including by mail to a lockbox, by telephone, online, by mobile application or in person at any CarMax location. Most payments received prior to the designated processing time on a business day are matched to an obligor and applied to that obligor’s account by the Servicer on the day received.

When an account becomes delinquent, the Servicer employs additional collection efforts appropriate for the relative level of account risk.

The Servicer measures delinquency by the number of days elapsed from the date a payment is due under an installment sale contract. The Servicer considers a receivable to be delinquent when the related obligor fails to make a scheduled payment on or before the related due date or when the related obligor fails to make the required portion of the scheduled payment by the due date, as determined in accordance with the Servicer’s customary servicing practices in effect at the time the related obligor made the scheduled payment. In October 2021, the Servicer made

 

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certain changes to its treatment of partial payments. Prior to these changes, a receivable was considered delinquent if a partial payment was received that was less than the regular monthly payment by more than $50 and that deficiency was not cured on or before the related due date. After implementing the October 2021 changes, a receivable will be considered delinquent if an obligor fails to pay at least 90% of the scheduled payment. The period of delinquency is based on the number of days payments are contractually past due and is determined based on the Servicer’s servicing practices related to partial payments as in effect at the time the obligor made the scheduled payment. The Servicer may change this minimum payment requirement from time to time in accordance with its customary servicing practices. The Servicer also uses an automated delinquency monitoring system, which assigns delinquent receivables to different categories of collection priority based on the number of days of delinquency.

The Servicer manages its collection efforts using software that offers the ability to alter collections strategy according to individual account behavior and historical performance. Account risk is determined through an analysis of behavioral factors, such as credit risk at the initiation of the retail installment sale contract, the number of payments made, the level of historical delinquency and the number of times the obligor has failed to keep payment arrangements. The Servicer reviews its collections strategy on a daily basis and uses optimization techniques to enhance the effectiveness of collection efforts.

The Servicer’s collection efforts are divided into specific areas depending upon the level of delinquency. For accounts less than 30 days past due, early collectors focus on reaching the obligors through various contact methods depending on the level of delinquency and the history of the account. The Servicer’s customer service representatives are trained to handle incoming calls from accounts that are fewer than 30 days past due. Accounts that reach a level of delinquency of 30 days or greater are typically assigned to the late collections group, where they are serviced by more experienced collectors. Accounts that are 60 days past due or greater are assigned to specialized collectors trained to handle higher risk obligors by, among other things, communicating the collateral recovery process for the related vehicle.

Once a vehicle is in the Servicer’s possession, the related obligor has a redemption period. Generally, during this period the obligor may redeem the vehicle by paying off the related receivable in full or, in some cases, by paying off the majority of past due amounts. In either case, the receivable balance may be increased to account for the reasonable expenses incurred by the Servicer in repossessing, holding and preparing the Financed Vehicle for disposition and arranging for its sale. In those states in which the UCC governs the redemption of Financed Vehicles, the obligor must be given reasonable notice of the date, time and place of any proposed public sale of a repossessed vehicle, or the date after which any proposed private sale of a repossessed vehicle may be held, and may redeem the vehicle at any time prior to sale. In most states in which laws other than the UCC govern the redemption of Financed Vehicles, the obligor must be given a specified period of time, usually between 10 and 30 days, to redeem a repossessed vehicle. At the conclusion of the redemption period, the Servicer will typically sell the vehicle and any remaining Principal Balance of the related receivable is charged off. Most repossessed vehicles are sold through CarMax’s on-site wholesale auctions, which reduces fees and holding time. Any deficiency remaining after the sale of the Financed Vehicle is pursued against the obligor to the extent deemed practical by the Servicer and to the extent permitted by law. All repossession activities are carried out in accordance with related procedures adopted by the Servicer. Other departments in the specialty collections group include recovery collections, retention, remarketing, skip tracing, legal and bankruptcy.

In general, the Servicer charges off a receivable on the last business day of the month during which the earliest of the following occurs:

 

•

any payment, or any part of any payment, due under the receivable is 120 days or more past due as of the last business day of the month in accordance with the Servicer’s customary practices, whether or not the Servicer has repossessed the Financed Vehicle;

 

•

the Servicer has repossessed and liquidated the Financed Vehicle; and

 

•

the Servicer determines in accordance with its customary practices that the receivable is uncollectible.

 

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The Servicer may reinstate an obligor’s account and reverse a previous charge off if the obligor pays past due amounts as required by the Servicer’s customary practices.

The Servicer may extend the due date for one or more payments due on a receivable in accordance with its customary servicing policies and practices and if such extension is a Permitted Modification. This may include adjusting the Servicer’s normal extension policy in times of a natural disaster or pandemic. The Servicer may change its extension policy from time to time in accordance with its customary servicing practices. Pursuant to the Sale and Servicing Agreement, the cumulative extensions with respect to any Receivable cannot cause the term of such Receivable to extend beyond the last day of the Collection Period immediately prior to the Final Scheduled Distribution Date of the most subordinate class of Notes. If the Servicer fails to comply with the foregoing, each Receivable affected thereby will be repurchased in accordance with the Sale and Servicing Agreement. In addition, pursuant to the Sale and Servicing Agreement, the Servicer may, in accordance with its customary servicing policies and practices, waive any late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables. Typically, late fee waivers are granted as a courtesy upon customer request and are generally limited to one per contractual life. In times of a natural disaster or pandemic, the Servicer may, in accordance with its customary servicing policies and practices, choose to waive more fees, including fees for all managed receivables for a certain period of time.

While the Servicer’s servicing policies have generally remained consistent over time, the Servicer routinely reviews its procedures and seeks to enhance its servicing platform through the utilization of new technologies.

In accordance with the Servicer’s servicing policies, the Servicer may change its customary servicing practices from time to time at its discretion, including to implement or modify hardship and disaster relief programs to provide relief to obligors due to social, economic, financial or other disruptions.

Physical Damage Insurance

In general, each retail installment sale contract requires the related obligor to obtain physical damage insurance covering loss or damage to the related Financed Vehicle. There can be no assurances, however, that each Financed Vehicle will at all times be covered by physical damage insurance.

GAP Waiver Agreements

Obligors may purchase a waiver agreement which provides for the cancellation of all or a portion of the remaining Principal Balance of the related Receivable in certain events, including a casualty with respect to the related Financed Vehicle after application of any casualty insurance proceeds to the amount due under the Receivable. The premium for the GAP waiver agreement is generally included in the amount financed under the Receivable. The Servicer will deposit any amounts paid under any insurance relating to a GAP waiver agreement into the Collection Account.

HISTORICAL PERFORMANCE

Delinquency, Credit Loss and Recovery Information

Set forth below is certain information for the calendar years 2022, 2023, 2024 and 2025 concerning the experience of CarMax Business Services pertaining to its portfolio of motor vehicle receivables with the following characteristics: (i) receivables from CarMax Business Services’ core portfolio of motor vehicle retail installment sale contracts with FICO^® scores at origination less than 650, and receivables with FICO^® scores at origination greater than or equal to 650 that have an alternate internal credit grade or original terms greater than 72 months, and (ii) receivables originated outside of CarMax Business Services’ core portfolio. CarMax Business Services’ classification of receivables in the “core” portfolio of receivables is based on a number of factors and may change from time to time. Delinquency and credit loss experience for periods prior to calendar year 2022 are not provided below because the composition of CarMax Business Services’ portfolio of receivables originated outside of its “core” portfolio prior to that time is not reflective of the composition of the Receivables. The information set forth below includes all motor vehicle receivables serviced by CarMax Business Services that contained such

 

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characteristics, whether or not they have been previously sold or securitized or may be sold or securitized in the future.

The CarMax Business Services’ delinquency and credit loss experience may vary from period to period based upon the overall credit mix, the average credit scores in the related portfolio (which reflects CarMax Business Services’ underwriting strategies and risk tolerance), the average age or seasoning of the related receivables, and economic factors at the time. The percentages in the tables below have not been adjusted to eliminate the effect of the growth of originations in certain credit segments outside of CarMax Business Services’ core portfolio.

The information in the following tables reflects receivables with a variety of payment and other characteristics that may not correspond to the characteristics of the Receivables in the Receivables pool. In addition, delinquency, repossession and loss experience may be influenced by a variety of economic, social and geographic conditions and other factors beyond the control of CarMax Business Services that may change over time, including periods of economic downturn and increased delinquencies and losses with respect to automobile receivables. As a result, past or future delinquency, repossession and credit loss experience with respect to the Receivables in the Receivables pool may not correspond to the delinquency, repossession and credit loss experience of the receivables servicing portfolio set forth in the following tables, particularly during periods of economic disruption or downturn.

In October 2021, the Servicer revised its servicing practices and considers a receivable delinquent if an obligor fails to pay at least 90% of the scheduled payment. The delinquency and credit loss information presented below is based on such revised servicing practices.

There can be no assurance that the delinquency, repossession and net loss experience on the pool of Receivables will be comparable to that set forth below.

 

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Delinquency Experience

 

		As of July 31,
		2025								2024
		Number of Receivables				Amount				Number of Receivables				Amount
Total Receivable Portfolio			295,424			$	4,876,511,885				303,865			$	4,968,666,359
Delinquencies as a Percentage of Total Receivable Portfolio
31-60 Days			7.94	%			8.27	%			8.00	%			8.57	%
61-90 Days			4.72	%			5.03	%			5.16	%			5.73	%
91-120 Days			1.06	%			1.08	%			1.12	%			1.21	%
121 Days or More			0.01	%			0.00	%*			0.01	%			0.01	%
Total Delinquencies as a Percentage of Total Receivable Portfolio			13.73	%			14.37	%**			14.29	%			15.52	%
Total Delinquencies			40,565			$	700,928,049				43,413			$	771,161,154

*	Represents a value that is greater than zero but less than 0.005%.

**	Percentage does not add to number indicated due to rounding.

 

		As of December 31,
		2024								2023								2022
		Number of Receivables				Amount				Number of Receivables				Amount				Number of Receivables				Amount
Total Receivable Portfolio			301,431			$	4,926,233,383				310,795			$	5,041,188,367				323,505			$	5,099,262,138
Delinquencies as a Percentage of Total Receivable Portfolio
31-60 Days			8.63	%			9.10	%			7.97	%			8.63	%			7.49	%			7.97	%
61-90 Days			4.18	%			4.44	%			5.56	%			6.20	%			4.34	%			4.74	%
91-120 Days			0.99	%			1.01	%			1.23	%			1.34	%			1.01	%			1.08	%
121 Days or More			0.01	%			0.00	%*			0.01	%			0.00	%*			0.00	%*			0.00	%*
Total Delinquencies as a Percentage of Total Receivable Portfolio			13.82	%**			14.56	%**			14.77	%			16.17	%			12.86	%**			13.80	%**
Total Delinquencies			41,643			$	717,321,130				45,914			$	815,230,972				41,587			$	703,602,605

*	Represents a value that is greater than zero but less than 0.005%.

**	Percentage does not add to number indicated due to rounding.

The amounts included in the delinquency experience table represent principal amounts only. The Servicer considers a receivable delinquent when an obligor fails to make a scheduled payment on or before the related due date or when the related obligor fails to make the required portion of the scheduled payment by the due date, as determined in accordance with the Servicer’s customary servicing practices, as further described under “Servicing and Collection Procedures—General”. For the delinquency data presented in this table, the period of delinquency is based on the number of days payments are contractually past due and was determined based on the Servicer’s servicing practices related to partial payments as in effect at the time the obligor made the scheduled payment. Total Delinquencies as a Percentage of Total Receivable Portfolio includes unsold repossessed vehicles and accounts in bankruptcy which are less than 120 days past due as of the last business day of the month in accordance with the Servicer’s customary servicing practices. The delinquency periods included in the delinquency experience table are calculated based on the number of days a payment is contractually past due. All receivables are written off not later than the last business day of the month during which they become 120 days past due in accordance with the Servicer’s customary servicing practices.

 

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Credit Loss Experience

 

		Seven Months Ended July 31,
		2025				2024
Outstanding Principal Amount at Period End		$	4,876,511,885			$	4,968,666,359
Total Number of Receivables Outstanding at Period End			295,424				303,865
Average Outstanding Principal Amount During the Period(1)		$	4,896,877,691			$	4,983,971,827
Average Number of Receivables Outstanding During the Period			297,449				305,915
Gross Principal Charge-Offs(2)		$	228,440,754			$	235,067,124
Total Number of Receivables Charged Off During the Period			16,545				16,442
Number of Receivables Charged Off as a Percentage of the Average Number of Receivables Outstanding During the Period(6)			9.54	%			9.21	%
Recoveries(3)		$	92,980,232			$	103,552,307
Net Losses(4)		$	135,460,522			$	131,514,817
Net Losses as a Percentage of the Average Outstanding Principal Amount(6)			4.74	%			4.52	%
Average Net Dollar Loss on Receivables Charged Off During the Period(5)		$	8,187			$	7,999

 

		Year Ended December 31,
		2024				2023				2022
Outstanding Principal Amount at Period End		$	4,918,790,355			$	5,004,254,600			$	5,056,360,255
Total Number of Receivables Outstanding at Period End			299,752				308,199				320,513
Average Outstanding Principal Amount During the Period(1)		$	4,969,017,258			$	5,084,009,109			$	4,995,617,700
Average Number of Receivables Outstanding During the Period			304,227				316,324				326,338
Gross Principal Charge-Offs(2)		$	409,537,434			$	378,333,756			$	262,495,675
Total Number of Receivables Charged Off During the Period			28,589				26,737				21,777
Number of Receivables Charged Off as a Percentage of the Average Number of Receivables Outstanding During the Period			9.40	%			8.45	%			6.67	%
Recoveries(3)		$	170,196,543			$	156,892,195			$	113,036,018
Net Losses(4)		$	239,340,891			$	221,441,560			$	149,459,656
Net Losses as a Percentage of the Average Outstanding Principal Amount			4.82	%			4.36	%			2.99	%
Average Net Dollar Loss on Receivables Charged Off During the Period(5)		$	8,372			$	8,282			$	6,863

 

(1)	The average outstanding principal amount for any period equals the average of the monthly average outstanding principal amount of the retail installment sale contracts during that period.

(2)	The gross principal charge-offs for any period equal the total principal amount due on all retail installment sale contracts determined to be uncollectible during that period.

(3)	The recoveries for any period equal the total amount recovered during that period on retail installment sale contracts charged off during that period or before, including finance charge recoveries.

(4)	The net losses for any period equal the difference between gross principal charged-off amounts during that period and the total amount recovered on charged-off retail installment sale contracts during that period.

(5)	The average net dollar loss on retail installment sale contracts charged off during any period equals the net losses for that period divided by the total number of retail installment sale contracts charged off during that period.

(6)	The percentages for the seven months ended July 31, 2025 and July 31, 2024 are annualized and are not necessarily indicative of a full year’s actual results.

See “The CarMax Business” in this prospectus for a discussion of CarMax Business Services’ experience with and overall procedures for originating, underwriting and servicing receivables.

Delinquency Experience Regarding the Pool of Receivables

The following tables set forth the delinquency experience regarding the pools of Receivables as of the Cutoff Date. The amounts included in the delinquency experience tables represent principal amounts only. The Servicer considers a Receivable delinquent when an obligor fails to make a scheduled payment on or before the related due date or when the related obligor fails to make the required portion of the scheduled payment by the due date, as determined in accordance with the Servicer’s customary servicing practices, as further described under “Servicing and Collection Procedures—General”. In October 2021, the Servicer made certain changes to its treatment of partial payments, as described under “Servicing and Collection Procedures—General”. Prior to these

 

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changes, a receivable was considered delinquent if a partial payment was received that was less than the regular monthly payment by more than $50 and that deficiency was not cured on or before the related due date. After implementing the October 2021 changes, a receivable will be considered delinquent if an obligor fails to pay at least 90% of the scheduled payment. For the delinquency data presented in these tables, the period of delinquency is based on the number of days payments are contractually past due and was determined based on the Servicer’s servicing practices related to partial payments as in effect at the time the obligor made the scheduled payment. The delinquency periods included in the delinquency experience tables are calculated based on the number of days a payment is contractually past due. All receivables are written off not later than the last business day of the month during which they become 120 days past due in accordance with the Servicer’s customary servicing practices. As of the Cutoff Date, none of the Receivables in the pool were delinquent by more than 30 days.

The following table sets forth the delinquency experience regarding the receivables in the pool as of the Cutoff Date:

 

Historical Delinquency Status		Number of Receivables				Percentage of Total Number of Receivables(2)				Aggregate Outstanding Principal Balance				Percentage of Total Aggregate Outstanding Principal Balance(2)
Delinquent no more than once for 31-59 days(1)			42,774				87.65	%		$	839,759,735.91				90.97	%
Delinquent more than once for 31-59 days but never for 60 days or more			2,837				5.81				40,347,433.07				4.37
Delinquent at least once for 60 days or more			3,189				6.53				42,974,570.65				4.66
Total			48,800				100.00	%		$	923,081,739.63				100.00	%

(1)	Delinquent no more than once for 31-59 days represent accounts that were never delinquent or were delinquent one time but never exceeded 59 days past due.

(2)	Sum of percentages may not equal 100% due to rounding.

Static Pool Information for Vintage Origination Years

Annex I to this prospectus, which we refer to as the “static pool annex,” sets forth (A) static pool information about vintage origination pools of receivables from CarMax Business Services’ (i) core portfolio of motor vehicle retail installment sale contracts with FICO^® scores at origination (x) less than 575, (y) greater than or equal to 575 but less than 625, and (z) greater than or equal to 625, and (ii) receivables originated outside of CarMax Business Services’ core portfolio with FICO^® scores at origination (x) less than 575 and (y) greater than or equal to 575, during the last five years by vintage origination quarter and presented through July 31, 2025, and (B) static pool information about the prior securitized pool of motor vehicle retail installment sale contracts that was securitized by CarMax Business Services under the CSRT platform during the past five years.

The CSRT 2024-A prior securitized pool shown in the static pool annex does not include receivables with original terms greater than 72 months and FICO^® scores at origination greater than or equal to 650. However, the CSRT 2025-A prior securitized pool shown in the static pool annex includes, and the pool of Receivables described in this prospectus will include, Receivables with original terms greater than 72 months and FICO^® scores at origination greater than or equal to 650. Consequently, the delinquency, cumulative credit losses and prepayment data for such prior securitized pool may not reflect actual experience with respect to the Receivables in the Receivables pool described in this prospectus.

Information in the static pool annex consists of summary information for the original characteristics of static pools and the prior securitized pool and delinquency, cumulative credit losses and prepayment data for such static pools and the prior securitized pool. No assurance can be made that the cumulative credit losses, delinquency and prepayment experience of a particular pool of retail installment sale contracts will be similar to the static pool information of static pools of retail installment sale contracts or the prior securitized pool.

 

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Repurchases of Receivables in Prior Securitized Pools

The transaction documents for prior securitizations of motor vehicle retail installment sale contracts sponsored by CarMax Business Services contain covenants requiring the repurchase of an underlying receivable from the related pool for the breach of a representation or warranty. The depositor, as securitizer, discloses, in a report on Form ABS-15G, all fulfilled and unfulfilled repurchase requests for securitized receivables that were the subject of a demand to repurchase. For the three-year period ending June 30, 2025, there was no activity to report with respect to any demand to repurchase receivables under any such prior securitization sponsored by CarMax Business Services. The depositor filed its most recent report on Form ABS-15G with the SEC pursuant to Rule 15Ga-1 on February 7, 2025. The depositor’s CIK number is 0001259380. For additional information about obtaining a copy of the report, you should refer to “Where You Can Find Additional Information” in this prospectus.

THE RECEIVABLES

General

The Grantor Trust will own a pool of Receivables consisting of motor vehicle retail installment sale contracts originated by certain affiliates of CarMax Business Services and secured by security interests in the motor vehicles financed by those contracts. A substantial portion of the Receivables are obligations of lower credit quality obligors. The pool of Receivables was selected from (i) CarMax Business Services’ core portfolio of motor vehicle retail installment sale contracts with a FICO^® score at origination less than 650, except for a small portion of receivables from the core portfolio with a FICO^® score at origination greater than or equal to 650 that have either alternate internal credit grades or original terms greater than 72 months, and (ii) receivables originated outside of CarMax Business Services’ core portfolio. CarMax Business Services will sell the Receivables to the Seller on the Closing Date pursuant to the Receivables Purchase Agreement. The Seller will sell the Receivables to the Issuing Entity on the Closing Date pursuant to the Sale and Servicing Agreement. The Issuing Entity will transfer the Receivables to the Grantor Trust on the Closing Date pursuant to the Receivables Contribution Agreement. The property of the Issuing Entity will be the Grantor Trust Certificate, representing the entire beneficial ownership in the Grantor Trust. The property of the Grantor Trust will include payments on the Receivables made after the Cutoff Date. Other than the Indenture Trustee as secured party under the Indenture, no party will have any material direct or contingent claim on any Receivable as of its transfer to the Grantor Trust.

The Receivables are Simple Interest Receivables. Each monthly installment under a Simple Interest Receivable consists of an amount of interest which is calculated on the basis of the outstanding Principal Balance multiplied by the stated contract rate and further multiplied by the period elapsed (as a fraction of a calendar year) since the last payment of interest was made. Payments received under a Simple Interest Receivable are allocated between interest and principal based on the actual date on which the payment is received. Accordingly, if an obligor on a Simple Interest Receivable pays a fixed monthly installment before its scheduled due date:

 

•

the portion of the payment allocable to interest for the period since the preceding payment was made will be less than it would have been had the payment been made as scheduled; and

 

•

the portion of the payment applied to reduce the unpaid Principal Balance will be correspondingly greater.

Conversely, if an obligor pays a fixed monthly installment after its scheduled due date:

 

•

the portion of the payment allocable to interest for the period since the preceding payment was made will be greater than it would have been had the payment been made as scheduled; and

 

•

the portion of the payment applied to reduce the unpaid Principal Balance will be correspondingly less.

Receivables that represent the obligations of lower credit quality obligors tend to have higher interest rates than receivables that represent the obligations of higher credit quality obligors. No adjustment to the scheduled monthly payments is made in the event of early or late payments, although in the case of late payments the obligor may be subject to a late charge.

 

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In either case, the obligor under a Simple Interest Receivable pays fixed monthly installments until the final scheduled payment date, at which time the amount of the final installment is increased or decreased as necessary to repay the then outstanding Principal Balance. If a Simple Interest Receivable is prepaid, the obligor is required to pay interest only to the date of prepayment.

The Pool Balance as of the Cutoff Date was $923,081,739.63.

Criteria Applicable to Selection of Receivables

The pool of Receivables to be transferred to the Grantor Trust on the Closing Date was selected from CarMax Business Services’ portfolio based on several criteria, including that each such Receivable:

 

•

was selected from (i) CarMax Business Services’ core portfolio of motor vehicle retail installment sale contracts with a FICO® score at origination less than 650, except for a small portion of receivables from the core portfolio with a FICO® score at origination greater than or equal to 650 that have either alternate internal credit grades or original terms greater than 72 months, and (ii) receivables originated outside of CarMax Business Services’ core portfolio;

 

•

is secured by a new or used motor vehicle;

 

•

was originated in the United States;

 

•

had a remaining Principal Balance of not less than $500 as of the Cutoff Date;

 

•

is a Simple Interest Receivable;

 

•

has a fixed Contract Rate of not more than 32.00%;

 

•

provides for level scheduled monthly payments that fully amortize the amount financed over its original term to maturity (except that the period between the contract date and the first payment date may be less than or greater than one month and except that the first and last payments may be less than or greater than the level payments);

 

•

relates to an obligor who has made at least one payment as of the Cutoff Date;

 

•

did not have a scheduled payment that was more than 30 days past due in accordance with the Servicer’s customary servicing practices as of the Cutoff Date;

 

•

is not secured by a Financed Vehicle that has been repossessed in accordance with the Servicer’s customary servicing practices as of the Cutoff Date;

 

•

does not relate to an obligor that was the subject of a bankruptcy proceeding as of the Cutoff Date; and

 

•

is evidenced by only one original or a single authoritative copy (within the meaning of the UCC) of the related retail installment sale contract.

The pool of Receivables was selected from CarMax Business Services’ portfolio of Receivables that meet the criteria described above and other administrative criteria used by CarMax Business Services from time to time. The Receivables were not selected using selection procedures believed by CarMax Business Services to be adverse to the Noteholders. No expenses incurred in connection with the selection and acquisition of the Receivables are to be payable from the offering proceeds.

The information presented throughout this prospectus pertains to Receivables that satisfied, as of the Cutoff Date, the criteria for transfer to the Grantor Trust.

 

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Characteristics of the Receivables

The information concerning the Receivables presented throughout this prospectus is based on two pools of Receivables as of the Cutoff Date, one of which will be sold to the Issuing Entity and then transferred to the Grantor Trust on the Closing Date.

As of the Cutoff Date, 761 Receivables, or approximately 1.56% of the total number of Receivables in the pool as of the Cutoff Date, had received a payment extension (for any reason) during the month of August.

The following tables set forth information with respect to the Receivables as of the Cutoff Date.

Composition of the Receivables as of the Cutoff Date

 

		New Motor Vehicles				Used Motor Vehicles				Total
Pool Balance		$	15,113.86			$	923,066,625.77			$	923,081,739.63
Number of Receivables			4				48,796				48,800
Percentage of Pool Balance			0.00	%(2)			100.00	%			100.00	%
Average Principal Balance		$	3,778.47			$	18,916.85			$	18,915.61
Range of Principal Balances			($2,105.52 to $5,602.33)				($504.51 to $73,260.39)				($504.51 to $73,260.39)
Weighted Average Contract Rate			11.21	%			16.03	%			16.03	%
Range of Contract Rates			(8.95% to 13.70%)				(2.95% to 29.00%)				(2.95% to 29.00%)
Weighted Average Remaining Term			9.38 months				60.10 months				60.10 months
Range of Remaining Terms			(5 to 13	)			(3 to 77	)			(3 to 77	)
Weighted Average Original Term			68.01 months				69.41 months				69.41 months
Range of Original Terms			(60 to 72	)			(24 to 78	)			(24 to 78	)
Original term greater than 72 months(1)			0.00	%			10.94	%			10.94	%
Weighted Average FICO® Score(3)			616.4				612.4				612.4
Range of FICO® Scores			(575 to 632	)			(393 to 872	)			(393 to 872	)

 

(1)	As a percentage of the pool balance as of the Cutoff Date.

(2)	Represents a value that is greater than zero but less than 0.005%.

(3)	Reflects only Receivables with at least one obligor that has a FICO® score at the time of application. The FICO® score with respect to any Receivable with co-obligors that both have a FICO® score at the time of application is calculated as the average of each obligor’s FICO® score.

As of the Cutoff Date, the weighted average FICO^®* score of the Receivables is 612.4, with the minimum FICO^® score being 393 and the maximum FICO^® score being 872. Additionally, approximately 90% of the Pool Balance as of the Cutoff Date is composed of obligors with FICO^® scores between 540 and 680, with approximately 5% of obligor FICO^® scores (based on Principal Balance) exceeding 680 and approximately 5% of obligor FICO^® scores (based on Principal Balance) falling below 540. The calculations in this paragraph reflect only Receivables with obligors that have a FICO^® score at the time of application. The percentage of obligors that did not have a FICO^® score at the time of application was 5.70% based on Principal Balance. A FICO^® score is a measurement determined by Fair Isaac Corporation using information collected by the major credit bureaus to assess credit risk. Data from an independent credit reporting agency, such as FICO^® score, is one of several factors that may be used by CarMax Business Services in its credit scoring system to assess the credit risk associated with each applicant. See “The CarMax Business–Underwriting Procedures” in this prospectus. Additionally, FICO^® scores are based on independent third party information, the accuracy of which cannot be verified. FICO^® scores should not necessarily be relied upon as a meaningful predictor of the performance of the Receivables. All FICO^® score information presented in this prospectus is based on the FICO^® score information available at the time of application.

 

*	FICO® is a federally registered servicemark of Fair Isaac Corporation.

 

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Distribution of the Receivables by Remaining Term to Maturity as of the Cutoff Date

 

Remaining Term Range		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance				Percentage of Pool Balance as of the Cutoff Date(1)
1-12 months			3,632				7.44	%		$	10,638,589.28				1.15	%
13-24 months			5,389				11.04				36,726,403.55				3.98
25-36 months			1,500				3.07				20,181,505.95				2.19
37-48 months			2,393				4.90				41,567,143.79				4.50
49-60 months			12,113				24.82				242,011,325.58				26.22
61-66 months			11,148				22.84				237,020,373.62				25.68
67-72 months			9,311				19.08				240,381,623.67				26.04
73-78 months			3,314				6.79				94,554,774.19				10.24
Total			48,800				100.00	%		$	923,081,739.63				100.00	%

 

(1)	Percentages may not add to 100.00% due to rounding.

 

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Distribution of the Receivables by Original Term to Maturity as of the Cutoff Date

 

Original Term Range		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance				Percentage of Pool Balance as of the Cutoff Date(1)
13-24 months			47				0.10	%		$	365,278.89				0.04	%
25-36 months			201				0.41				2,370,892.93				0.26
37-48 months			888				1.82				12,929,485.01				1.40
49-60 months			7,184				14.72				111,501,969.20				12.08
61-66 months			13,117				26.88				207,167,096.46				22.44
67-72 months			23,774				48.72				487,776,492.34				52.84
73-78 months			3,589				7.35				100,970,524.80				10.94
Total			48,800				100.00	%		$	923,081,739.63				100.00	%

 

(1)	Percentages may not add to 100.00% due to rounding.

 

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Distribution of the Receivables by Obligor Mailing Address as of the Cutoff Date

 

Obligor Mailing Address		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance				Percentage of Pool Balance as of the Cutoff Date(1)
California			8,172				16.75	%		$	150,026,182.49				16.25	%
Texas			6,119				12.54				119,823,567.51				12.98
Florida			4,152				8.51				82,542,517.44				8.94
Georgia			3,839				7.87				74,462,545.85				8.07
North Carolina			2,711				5.56				50,823,547.07				5.51
Virginia			2,040				4.18				38,596,564.10				4.18
Maryland			1,832				3.75				35,627,037.82				3.86
Illinois			1,898				3.89				35,003,243.12				3.79
Tennessee			1,678				3.44				32,153,713.79				3.48
South Carolina			1,645				3.37				31,235,153.13				3.38
Nevada			1,271				2.60				24,356,809.28				2.64
Louisiana			1,024				2.10				20,677,514.85				2.24
Alabama			938				1.92				18,233,059.13				1.98
Colorado			834				1.71				15,772,272.21				1.71
Washington			821				1.68				15,312,426.82				1.66
Arizona			753				1.54				14,090,726.49				1.53
Mississippi			710				1.45				14,007,777.75				1.52
Ohio			720				1.48				13,343,363.22				1.45
Indiana			632				1.30				11,822,687.57				1.28
Pennsylvania			648				1.33				11,155,477.82				1.21
Other			6,363				13.04				114,015,552.17				12.35
Total			48,800				100.00	%		$	923,081,739.63				100.00	%

 

(1)	Percentages may not add to 100.00% due to rounding.

Each state included in the “other” category in the distribution by obligor mailing address table accounted for not more than 1.30% of the total number of Receivables and not more than 1.13% of the Pool Balance, in each case as of the Cutoff Date.

 

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Distribution of the Receivables by Financed Vehicle Model Year as of the Cutoff Date

 

Model Year		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance				Percentage of Pool Balance as of the Cutoff Date(1)
2008			4				0.01	%		$	10,751.57				0.00	%*
2009			59				0.12				162,380.01				0.02
2010			125				0.26				519,400.35				0.06
2011			188				0.39				847,351.56				0.09
2012			420				0.86				3,305,565.33				0.36
2013			1699				3.48				20,632,080.62				2.24
2014			2,382				4.88				31,506,492.28				3.41
2015			3,182				6.52				43,326,180.45				4.69
2016			3,832				7.85				51,273,552.64				5.55
2017			5,671				11.62				67,743,433.29				7.34
2018			4,751				9.74				70,572,468.98				7.65
2019			5,813				11.91				103,592,775.59				11.22
2020			4,852				9.94				107,974,517.71				11.70
2021			5,233				10.72				133,969,943.24				14.51
2022			5,130				10.51				136,039,182.70				14.74
2023			3,900				7.99				105,864,017.66				11.47
2024			1,434				2.94				41,636,714.91				4.51
2025			124				0.25				4,065,698.00				0.44
2026			1				0.00	*			39,232.74				0.00	*
Total			48,800				100.00	%		$	923,081,739.63				100.00	%

 

(1)	Percentages may not add to 100.00% due to rounding.

*	Represents a value that is greater than zero but less than 0.005%.

 

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Distribution of the Receivables by Contract Rate as of the Cutoff Date

 

Contract Rate Range		Number of Receivables				Percentage of Total Number of Receivables(1)				Principal Balance				Percentage of Pool Balance as of the Cutoff Date(1)
2.001% - 3.000%			8				0.02	%		$	10,353.87				0.00	%*
3.001% - 4.000%			12				0.02				41,747.90				0.00	*
4.001% - 5.000%			0				0.00				0.00				0.00
5.001% - 6.000%			52				0.11				158,037.81				0.02
6.001% - 7.000%			301				0.62				2,198,186.71				0.24
7.001% - 8.000%			590				1.21				6,270,808.10				0.68
8.001% - 9.000%			1,023				2.10				7,756,363.64				0.84
9.001% - 10.000%			2,865				5.87				33,399,466.98				3.62
10.001% - 11.000%			2,883				5.91				25,622,885.41				2.78
11.001% - 12.000%			1,446				2.96				27,805,431.39				3.01
12.001% - 13.000%			3,618				7.41				44,447,831.16				4.82
13.001% - 14.000%			3,130				6.41				63,773,277.62				6.91
14.001% - 15.000%			5,370				11.00				106,188,751.87				11.50
15.001% - 16.000%			5,649				11.58				131,718,977.21				14.27
16.001% - 17.000%			5,398				11.06				122,134,771.34				13.23
17.001% - 18.000%			5,095				10.44				122,740,536.83				13.30
18.001% - 19.000%			3,654				7.49				78,795,191.27				8.54
19.001% - 20.000%			3,886				7.96				77,013,961.76				8.34
20.001% - 21.000%			1,828				3.75				36,954,088.34				4.00
21.001% - 22.000%			652				1.34				12,934,765.62				1.40
22.001% - 23.000%			457				0.94				7,515,903.50				0.81
23.001% - 24.000%			396				0.81				6,600,048.64				0.72
24.001% - 25.000%			112				0.23				1,915,634.62				0.21
25.001% and above			375				0.77				7,084,718.04				0.77
Total			48,800				100.00	%		$	923,081,739.63				100.00	%

 

(1)	Percentages may not add to 100.00% due to rounding.

*	Represents a value that is greater than zero but less than 0.005%.

 

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