CarMax (NYSE: KMX) nominates Robert O’Shaughnessy as director amid board refresh

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CarMax, Inc. plans to add Robert O’Shaughnessy to its Board of Directors, subject to shareholder approval at the 2026 Annual Meeting. At the same meeting, directors Shira Goodman and Mitchell Steenrod will retire and not stand for re-election.

O’Shaughnessy, age 60, is a former Executive Vice President and Chief Financial Officer of both PulteGroup, Inc. and Penske Automotive Group, and began his career at Ernst & Young. The Board has determined he qualifies as an independent director and expects him to serve on the Audit Committee if elected. He will receive compensation under CarMax’s non-employee director program, including cash retainers and restricted stock units.

Following the Annual Meeting, CarMax’s Board will have 11 directors, nine of whom are independent, with Tom Folliard as non-executive Chair and Mark O’Neil as Lead Independent Director. CarMax highlights its scale as the nation’s largest used auto retailer, noting sales of about 780,000 used vehicles and 540,000 wholesale vehicles in fiscal 2026, along with $8 billion in auto loan originations and a $16 billion finance portfolio.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Board size after Annual Meeting: 11 directors Independent directors: 9 independent directors Used vehicles sold: 780,000 used vehicles +5 more

8 metrics

Board size after Annual Meeting 11 directors Post-2026 Annual Meeting board composition

Independent directors 9 independent directors Board independence after 2026 Annual Meeting

Used vehicles sold 780,000 used vehicles Fiscal year ended February 28, 2026

Wholesale vehicles sold 540,000 wholesale vehicles Fiscal year ended February 28, 2026

Auto loan originations $8 billion CarMax Auto Finance, fiscal 2026

Finance portfolio $16 billion CarMax Auto Finance loan portfolio

Store locations More than 255 stores Company footprint

Employees Approximately 28,000 associates Company workforce size

Key Terms

independent director, restricted stock units, non-executive Chair, Lead Independent Director, +1 more

5 terms

independent director regulatory

"The Board has determined that Mr. O’Shaughnessy qualifies as an independent director under New York Stock Exchange listing standards."

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

restricted stock units financial

"an annual cash retainer, annual grant of restricted stock units, and related board service fees"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

non-executive Chair regulatory

"Tom Folliard will be non-executive Chair and Mark O’Neil will assume the role of Lead Independent Director."

Lead Independent Director regulatory

"Tom Folliard will be non-executive Chair and Mark O’Neil will assume the role of Lead Independent Director."

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

forward-looking statements regulatory

"We caution readers that the statements contained in this communication that are not statements of historical fact ... are forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

05/12/2026 - 04:47 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

May 12, 2026

Date of Report (date of earliest event reported)

CARMAX, INC.

(Exact name of registrant as specified in its charter)


Virginia		1-31420	54-1821055
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

12800 Tuckahoe Creek Parkway			23238
Richmond,	Virginia
(Address of Principal Executive Offices)			(Zip Code)

(804) 747-0422

Registrant's telephone number, including area code

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KMX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 12, 2026, CarMax, Inc. (the “Company”) announced that it intends to add Robert T. O’Shaughnessy to the Company’s Board of Directors (the “Board”), subject to shareholder approval at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Additionally, the Company announced the planned retirements of Shira Goodman and Mitchell Steenrod, each of whom will not stand for re-election at the Annual Meeting.

Mr. O’Shaughnessy, age 60, brings extensive financial, operational, and leadership experience in industries where understanding shifting market and customer dynamics is crucial to success, including direct auto industry expertise. He retired from his position as Executive Vice President of PulteGroup, Inc., one of the largest homebuilders in the U.S., in March 2026, after serving as Executive Vice President and Chief Financial Officer from May 2011 until February 2025. Previously, Mr. O’Shaughnessy served as Executive Vice President and Chief Financial Officer of Penske Automotive Group from 2007 to 2011. He held a number of financial roles with increasing responsibility at Penske, including Senior Vice President and Controller, from 1997 to 2007. Mr. O’Shaughnessy began his career in the New York office of Ernst & Young.

The Board has determined that Mr. O’Shaughnessy qualifies as an independent director under New York Stock Exchange listing standards. There are no family relationships between Mr. O’Shaughnessy and any director or executive officer of the Company or any related party transactions involving Mr. O’Shaughnessy and the Company. Mr. O’Shaughnessy will participate in our non-employee director compensation program, which currently consists of an annual cash retainer, annual grant of restricted stock units, and related board service fees, as applicable. The Company expects that Mr. O’Shaughnessy will serve on the Board’s Audit Committee, subject to his election as a director at the Annual Meeting.

Ms. Goodman and Mr. Steenrod will continue to serve on the Board until their terms end at the Annual Meeting. Ms. Goodman's and Mr. Steenrod’s decisions not to stand for re-election did not result from any disagreement with the Company.

A copy of the Company’s press release announcing Mr. O’Shaughnessy’s nomination and the planned retirements of Ms. Goodman and Mr. Steenrod is attached hereto as Exhibit 99.1 and is incorporated herein by reference into this Item 5.02.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits The following exhibit is being furnished pursuant to Item 5.02 above.


Exhibit No.
99.1			Press Release, dated May 12, 2026, issued by CarMax, Inc., entitled “CarMax Announces Robert O’Shaughnessy to Join Board of Directors”
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						CARMAX, INC.
						(Registrant)


Dated: May 12, 2026						By: /s/ John M. Stuckey, III
						John M. Stuckey, III
						Senior Vice President, General Counsel
						and Corporate Secretary

Exhibit 99.1

CARMAX ANNOUNCES ROBERT O’SHAUGHNESSY TO JOIN BOARD OF DIRECTORS

RICHMOND, V.A., May 12, 2026 -- CarMax, Inc. (NYSE: KMX) (“CarMax” or the “Company”), the nation’s largest retailer of used cars, today announced that it intends to add Robert O’Shaughnessy to the Company’s Board of Directors (the “Board”), subject to shareholder approval at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Additionally, the Company announced the planned retirements of Shira Goodman and Mitchell Steenrod, each of whom will not stand for re-election.

“We are pleased to welcome Bob to the CarMax board,” said Tom Folliard, Interim Executive Chair of the Board. “His significant experience in the auto industry, deep financial acumen, and consumer credit expertise from his oversight of Pulte's mortgage business make him a great addition. Adding Bob reflects the Board’s deliberate approach to refreshment, bringing relevant expertise and fresh perspectives to support long-term value creation. We also want to extend our gratitude to Shira and Mitch for their dedication to CarMax. Their guidance has been instrumental to establishing CarMax’s leading market position and iconic brand.”

“CarMax has built a leading platform by investing in its exceptional brand and maintaining the trust of its customers,” said Robert O’Shaughnessy. “I look forward to working alongside Keith, the management team, and the Board as we work to deliver on CarMax’s potential in a moment of tremendous opportunity for the industry.”

Following the Annual Meeting, the Board will be comprised of 11 directors, nine of whom are independent. Tom Folliard will be non-executive Chair and Mark O’Neil will assume the role of Lead Independent Director.

About Robert O’Shaughnessy

Mr. O’Shaughnessy brings extensive financial, operational, and leadership experience in industries where understanding shifting market and customer dynamics is crucial to success, including direct auto industry expertise. He retired from his position as Executive Vice President of PulteGroup, Inc., one of the largest homebuilders in the U.S., in March 2026, after serving as Executive Vice President and Chief Financial Officer from May 2011 until February 2025. Previously Mr. O’Shaughnessy served as Executive Vice President and Chief Financial Officer of Penske Automotive Group from 2007 to 2011. He held a number of financial roles with increasing responsibility at Penske, including Senior Vice President and Controller, from 1997 to 2007. Mr. O’Shaughnessy began his career in the New York office of Ernst & Young.

About CarMax

CarMax, the nation’s largest retailer of used autos, revolutionized the automotive retail industry by driving integrity, honesty and transparency in every interaction. The company offers a truly personalized experience with the option for customers to do as much, or as little, online and in-store as they want. During the fiscal year that ended February 28, 2026, CarMax sold approximately 780,000 used vehicles and 540,000 wholesale vehicles at its auctions. In addition, CarMax Auto Finance originated $8 billion in auto loans during fiscal 2026, adding to its $16 billion portfolio. CarMax has more than 255 store locations, approximately 28,000 associates, and is proud to have been recognized for 22 consecutive years as one of the Fortune 100 Best Companies to Work For®. CarMax is committed to helping its communities thrive and reducing the environmental footprint of its operations. Learn more in the 2025 Responsibility Report. For more information, visit www.carmax.com.

Exhibit 99.1

Forward-Looking Statements

We caution readers that the statements contained in this communication that are not statements of historical fact, including statements about our future business plans, operations, challenges, opportunities or prospects, including without limitation any statements or factors regarding our recent leadership transition, operating capacity, sales, inventory, market share, financial and operational targets and goals, revenue, margins, expenses, liquidity, loan originations, capital expenditures, share repurchase plans, debt obligations or earnings, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of words such as “anticipate,” “believe,” “commit,” “could,” “enable,” “estimate,” “expect,” “focus on,” “intend,” “may,” “on track,” “outlook,” “plan,” “position,” “predict,” “should,” “target,” “will” and other variations of these words or similar expressions, whether in the negative or affirmative. Such forward-looking statements are based upon management’s current knowledge, expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from anticipated results.

For details on factors that could affect expectations, see our Annual Report on Form 10-K for the fiscal year ended February 28, 2026, and our quarterly or current reports as filed with or furnished to the U.S. Securities and Exchange Commission. Our filings are publicly available on our investor information home page at investors.carmax.com. Requests for information may also be made to the Investor Relations Department by email to investor_relations@carmax.com or by calling (804) 747-0422 x7865. We undertake no obligation to update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Contacts:

Investors:

David Lowenstein, Vice President, Investor Relations

investor_relations@carmax.com, (804) 747-0422 x7865

Media:

pr@carmax.com, (855) 887-2915

Source: View Original Filing on SEC EDGAR

FAQ

What board changes did CarMax (KMX) announce on May 12, 2026?

CarMax plans to add Robert O’Shaughnessy to its Board, subject to shareholder approval, while directors Shira Goodman and Mitchell Steenrod will retire and not stand for re-election at the 2026 Annual Meeting, continuing to serve until their terms end.

Who is Robert O’Shaughnessy, the new CarMax (KMX) board nominee?

Robert O’Shaughnessy is a former Executive Vice President and Chief Financial Officer of PulteGroup and Penske Automotive Group. He brings extensive financial, operational, auto industry, and consumer credit experience, and previously held senior roles at Penske and began his career at Ernst & Young.

Will Robert O’Shaughnessy be an independent director at CarMax (KMX)?

CarMax’s Board has determined that Robert O’Shaughnessy qualifies as an independent director under New York Stock Exchange listing standards. If elected at the 2026 Annual Meeting, the company expects him to serve on the Board’s Audit Committee as part of his governance role.

How will CarMax’s (KMX) Board be structured after the 2026 Annual Meeting?

After the 2026 Annual Meeting, CarMax expects its Board to consist of 11 directors, nine classified as independent. Tom Folliard will serve as non-executive Chair, while Mark O’Neil will assume the role of Lead Independent Director, reinforcing the company’s governance framework.

Why are Shira Goodman and Mitchell Steenrod leaving the CarMax (KMX) Board?

Shira Goodman and Mitchell Steenrod plan to retire from the CarMax Board and will not stand for re-election at the 2026 Annual Meeting. The company states their decisions did not result from any disagreement and thanks them for guidance in building CarMax’s market position.

How large is CarMax’s (KMX) retail and finance business according to this disclosure?

CarMax reports selling about 780,000 used vehicles and 540,000 wholesale vehicles in fiscal 2026. Its CarMax Auto Finance unit originated $8 billion in auto loans during that year, supporting a $16 billion loan portfolio and underscoring the scale of its retail and finance operations.

What compensation will Robert O’Shaughnessy receive as a CarMax (KMX) director?

If elected, Robert O’Shaughnessy will participate in CarMax’s non-employee director compensation program. This currently includes an annual cash retainer, an annual grant of restricted stock units, and related board service fees, aligning director pay with ongoing service and company performance.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 10.2 KB