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~~June 123, 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~~June 123, 2026, Jill Livesay, the Vice President, Controller and Principal Accounting Officer of CarMax, Inc. (the “Company”), ~~announced~~notified ~~that~~the itCompany ~~intends~~of toher ~~add~~plan ~~Robert~~to T.retire ~~O’Shaughnessy~~from to the Company’s ~~Board~~effective as of ~~Directors (~~the ~~“Board”),~~close ~~subject~~of tobusiness ~~shareholder~~on ~~approval~~July at31, ~~the~~2026. Ms. ~~Company~~Livesay’s ~~2026~~decision ~~Annual~~to ~~Meeting~~retire ofis ~~Shareholders~~not (the ~~“Annual~~result ~~Meeting”).~~of ~~Additionally,~~any disagreement with the Company ~~announced~~on ~~the~~any ~~planned~~matter ~~retirements~~relating ofto ~~Shira~~the ~~Goodman~~Company’s ~~and~~operations, ~~Mitchell~~policies ~~Steenrod~~or practices, ~~each~~including ofany ~~whom~~matter ~~will~~relating ~~not~~to ~~stand~~the ~~for~~Company’s ~~re-election~~accounting atprinciples, ~~the~~financial ~~Annual~~statements, ~~Meeting.~~or internal controls.

~~Mr.~~In ~~O’Shaughnessy,~~connection ~~age~~with 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 expertiseMs. HeLivesay’s ~~retired~~notice ~~from his position as Executive Vice President~~ of ~~PulteGroup~~retirement, ~~Inc., one of~~ the ~~largest~~Company ~~homebuilders~~appointed inEnrique ~~the U~~N.~~S.,~~ ~~in March 2026~~Mayor-Mora, ~~after~~currently serving as ~~Executive~~the ~~Vice President and Chief Financial Officer from May 2011 until February 2025. Previously, Mr. O~~Company’~~Shaughnessy~~s ~~served as~~ Executive Vice President and Chief Financial Officer, ofas ~~Penske~~the ~~Automotive~~Company’s ~~Group~~principal ~~from~~accounting ~~2007~~officer ~~to 2011. He held a number of financial roles with increasing responsibility at Penske~~(“PAO”), ~~including~~effective ~~Senior~~upon ~~Vice President and Controller, from 1997 to 2007~~Ms. ~~Mr. O~~Livesay’~~Shaughnessy~~s ~~began his career in the New York office of Ernst & Young~~retirement.

~~The Board has determined that~~ Mr. ~~O’Shaughnessy~~Mayor-Mora, ~~qualifies~~age as57, anhas ~~independent~~been ~~director~~with ~~under~~the ~~New~~Company ~~York~~for ~~Stock~~15 ~~Exchange listing standards~~years. Mr. ~~There~~Mayor-Mora ~~are~~joined nothe ~~family~~Company ~~relationships~~in ~~between~~2011 ~~Mr.~~as ~~O’Shaughnessy~~Vice ~~and~~President, ~~any~~Finance ~~director~~before orassuming ~~executive~~the ~~officer~~role of ~~the~~Vice ~~Company~~President orand ~~any~~Treasurer ~~related~~in ~~party transactions involving~~ 2016. Mr. ~~O’Shaughnessy~~Mayor-Mora ~~and~~was ~~the~~promoted ~~Company.~~to ~~Mr.~~Senior ~~O’Shaughnessy~~Vice ~~will~~President ~~participate~~and inChief ~~our~~Financial ~~non-employee~~Officer ~~director~~in ~~compensation program~~2019, ~~which~~and ~~currently~~in ~~consists~~2022, ofhe anwas ~~annual~~promoted ~~cash~~to ~~retainer,~~Executive ~~annual~~Vice ~~grant~~President ofand ~~restricted~~Chief ~~stock~~Financial ~~units,~~Officer. Prior ~~and~~to ~~related~~joining ~~board~~the ~~service fees~~Company, he served as ~~applicable. The~~Vice ~~Company~~President ~~expects~~of ~~that~~Financial ~~Mr.~~Planning ~~O’Shaughnessy~~and ~~will~~Analysis ~~serve~~and onInvestor ~~the~~Relations ~~Board~~at Denny’s ~~Audit~~Corporation ~~Committee,~~from ~~subject~~2005 to ~~his~~2011. He ~~election~~also asserved ain ~~director~~financial positions of increasing responsibility at ~~the~~Gap, ~~Annual~~Inc. ~~Meeting~~from 2001 to 2005.

~~Ms. Goodman and~~ Mr. ~~Steenrod~~Mayor-Mora will ~~continue~~not toreceive ~~serve~~any onadjustment ~~the~~to ~~Board~~his ~~until~~compensation ~~their~~or ~~terms~~any ~~end~~additional atcompensation ~~the~~in ~~Annual~~connection ~~Meeting.~~with ~~Ms.~~performing ~~Goodman's~~the ~~and~~functions ~~Mr.~~of ~~Steenrod’s decisions not to stand for re-election did not result from any disagreement with~~ the Company’s PAO.

AThere ~~copy~~are no arrangements or understandings between Mr. Mayor-Mora and any other persons pursuant to which he was selected as an officer or as the PAO of the Company’s, ~~press~~he ~~release~~has ~~announcing~~no ~~Mr.~~family ~~O’Shaughnessy’s~~relationships ~~nomination~~with ~~and~~any of the ~~planned~~Company's ~~retirements~~directors ofor ~~Ms.~~executive ~~Goodman~~officers, and ~~Mr.~~he ~~Steenrod~~has isno ~~attached~~direct ~~hereto~~or asindirect ~~Exhibit~~material ~~99.1~~interest ~~and~~in isany ~~incorporated~~transaction ~~herein~~required byto ~~reference~~be ~~into~~disclosed ~~this~~pursuant to Item 5404(a) of Regulation S-K.~~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
Dated: June 8, 2026						By: /s/ John M. Stuckey, III
						John M. Stuckey, III
						Senior Vice President, General Counsel
						and Corporate Secretary

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