KMX: Leadership change

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