ABSTRACT OBJECTIVE Macrophage phagocytosis function is critical for tissue homeostasis, but excessive phagocytosis leads to lipid overloading and foam cell formation, a hallmark of atherosclerosis. However, regulatory mechanisms of phagocytosis under atherogenic conditions remain poorly understood. We previously reported that macrophage oxLDL/CD36 signaling drives mitochondrial reactive oxygen species (mtROS) production during atherosclerosis initiation. Here we aim to determine the role of CD36-mtROS axis in regulation of phagocytosis and explore the underlying molecular mechanism, which could provide new potential therapeutic targets. METHODS AND RESULTS Feeding macrophages with a variety of large particles including pHrodo-conjugated E.coli, green fluorescence beads, and fluorescence-labeled apoptotic cells, we showed that oxLDL upregulated phagocytosis efficiency in macrophages. This effect was dependent on CD36 as it was attenuated in Cd36 -null macrophages. Through use of mtROS scavenger MitoTEMPO, MCAT transgenic strategy and antioxidant signaling stimulation, we observed that mtROS were required for oxLDL-upregulated phagocytosis. Using the atherosclerosis-prone Apoe -null mouse model, we found that aortic foamy macrophages displayed both elevated levels of mtROS and phagocytosis functions during the initiation of atherosclerosis. Employing a combination of co-immunoprecipitation, mass spectrometry, genetic knockdown by siRNA, and small chemical inhibitors, we identified a cytosolic enzyme PKM2 downstream of oxLDL/CD36 signaling, which translocated to the mitochondria with the assistance of a chaperone GRP75. Subsequently, mitochondrial PKM2 bound to the electron transport chain Complex III, potentially facilitating mtROS production. CONCLUSIONS These findings reveal a novel CD36-PKM2-mtROS pathway in macrophages that could lead to excess phagocytosis during the initiation of atherosclerosis.