[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_98":99},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","wd21ze0wu5a9w0fmy9zreg3zf","revision",2,"title","Carvana公布截至2026年9月30日的第三季度及前九个月10-Q财务数据","originalTitle","10-Q - CARVANA CO. (0001690820) (Filer)","summary","Carvana披露，2026年第三季度净销售及经营收入为80.40亿美元，净利润为4.83亿美元；前九个月收入为218.48亿美元，净利润为14.01亿美元。前九个月经营活动现金净流入9亿美元，期末现金、现金等价物及受限现金为31.72亿美元。","reason","节选列示了Carvana第三季度及前九个月的收入、利润和现金流变化，并披露债务赎回、融资安排及诉讼等事项。","source",{"_12":89,"_90":91,"_9":92,"_93":42,"_94":95,"_96":97},"links",{"_86":87,"_78":88},"publishedAt","2026-10-28T20:11:03.000Z","discoveredAt","2026-10-29T02:02:59.161Z","timelineAt","category","ai-products","tags",[84,85],"stockSymbols",[83],"score",72,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","fX0m8mlm7TiY",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","0c43e0bf-d93c-4cb7-b164-9ef34fac259e","Carvana第三季度业绩与全年展望",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿特区 20549

10-Q 表

☒ 根据《1934 年证券交易法》第 13 或 15(d) 条提交的季度报告

截至 2026 年 9 月 30 日的季度期间

或

☐ 根据《1934 年证券交易法》第 13 或 15(d) 条提交的过渡报告

过渡期间：从 _____ 至 ______

委员会档案编号： 001-38073

CARVANA CO.

（注册人章程中规定的确切名称）


特拉华州	81-4549921
（注册成立或组织所在州或其他司法管辖区）	（美国国税局雇主识别号）

东里奥萨拉多公园路 300 号	坦佩	亚利桑那州	85281
（主要行政办公室地址）	（邮政编码）

(602) 922-9866

（注册人电话号码，包括区号）


不适用

（自上次报告以来如有变更，列明原名称、原地址和原财政年度）

根据该法第 12(b) 条登记的证券：


各类证券名称	交易代码	上市交易所名称
A 类普通股，每股面值 $0.001	CVNA	纽约证券交易所

请勾选标记，说明注册人是否 (1) 已在此前 12 个月内（或注册人须提交此类报告的较短期间内）提交《1934 年证券交易法》第 13 或 15(d) 条要求提交的所有报告，以及 (2) 在过去 90 天内一直受此类申报要求约束。 ☒ 是 ☐ 否

请勾选标记，说明注册人是否已在此前 12 个月内（或注册人须提交此类文件的较短期间内）以电子方式提交根据 S-T 条例第 405 条（本章 §232.405）要求提交的所有交互式数据文件。 ☒ 是 ☐ 否

请勾选标记，说明注册人属于大型加速申报公司、加速申报公司、非加速申报公司、较小申报公司还是新兴成长公司。参见《证券交易法》规则 12b-2 中“大型加速申报公司”“加速申报公司”“较小申报公司”和“新兴成长公司”的定义。

大型加速申报公司

☒

加速申报公司

☐

非加速申报公司

☐

较小申报公司

☐

新兴成长公司

☐

如果是新兴成长公司，请勾选标记，说明注册人是否选择不采用《证券交易法》第 13(a) 条规定的、遵守任何新的或修订后的财务会计准则的延长过渡期。 ¨

请勾选标记，说明注册人是否为空壳公司（定义见《证券交易法》规则 12b-2）。 ☐是 ☒否

列明截至最近可行日期，发行人各类普通股的流通股数：

截至2026年10月26日，注册人发行在外的A类普通股为722,713,745股，B类普通股为380,547,355股。

未经审计的简明合并财务报表目录


		页码
第一部分	财务信息
第1项	财务报表
	截至2026年9月30日和2025年12月31日的未经审计简明合并资产负债表	1
	截至2026年和2025年9月30日止三个月和九个月的未经审计简明合并经营报表	2
	截至2026年和2025年9月30日止三个月和九个月的未经审计简明合并综合收益表	3
	截至2026年和2025年9月30日止三个月和九个月的未经审计简明合并股东权益变动表	4
	截至2026年和2025年9月30日止九个月的未经审计简明合并现金流量表	8
	未经审计简明合并财务报表附注	9
第2项	管理层对财务状况和经营业绩的讨论与分析	42
第3项	有关市场风险的定量和定性披露	60
第4项	控制和程序	61

第二部分	其他信息
第1项	法律诉讼	62
第1A项	风险因素	62
第2项	未注册股权证券的销售及所得款项用途	62
第3项	优先证券违约	62
第4项	矿山安全披露	62
第5项	其他信息	62
第6项	附件	63

第一部分财务信息

第1项财务报表

CARVANA CO.及其子公司

简明合并资产负债表

（未经审计）

（单位：百万美元，股份数除外；股份数以千股为单位，面值除外）


	2026年9月30日		2025年12月31日
资产
流动资产：
现金及现金等价物	$	3,049			$	2,327
受限现金	123			102
应收账款净额	320			245
持有待售融资应收款净额	896			813
车辆库存	3,456			2,408
证券化交易中的受益权益	557			486
其他流动资产，其中分别有12和5应收关联方款项	227			168
流动资产总额	8,628			6,549
财产和设备净额	2,914			2,814
经营租赁使用权资产，其中分别包括关联方租赁产生的9和6	434			443
无形资产净额	51			47
商誉	12			10
递延所得税资产	2,905			3,064
其他资产	251			274
资产总额	$	15,195			$	13,201
负债和股东权益
流动负债：
应付账款及应计负债，其中分别有35和21应付关联方款项	$	1,574			$	1,100
短期循环信贷额度	71			58
长期债务的流动部分	283			227
其他流动负债，其中分别有79和31应付关联方款项	202			134
流动负债总额	2,130			1,519
长期债务（不包括流动部分）	4,874			4,830
经营租赁负债（不包括流动部分），其中分别包括与关联方租赁相关的 $7 和 $5	388			406
应收税款协议负债，其中分别有 $1,645 和 $1,721 应付关联方	2,130			2,228
其他负债	20			15
负债总额	9,542			8,998
承诺和或有事项（附注 16）
股东权益：
优先股，面值 $0.01——授权发行 50,000 股；截至 2026 年 9 月 30 日和 2025 年 12 月 31 日均未发行且无流通股	—			—
A 类普通股，面值 $0.001——授权发行 2,500,000 股；截至 2026 年 9 月 30 日和 2025 年 12 月 31 日，分别发行并流通 721,812 股和 711,148 股	1			1
B 类普通股，面值 $0.001——授权发行 625,000 股；截至 2026 年 9 月 30 日和 2025 年 12 月 31 日均发行并流通 380,547 股	—			—
额外实收资本	3,498			3,449
累计其他综合收益	13			—
留存收益（累计亏损）	840			(9)
归属于 Carvana Co. 的股东权益总额	4,352			3,441
非控股权益	1,301			762
股东权益总额	5,653			4,203
负债及股东权益总额	$	15,195			$	13,201

随附附注是这些未经审计的简明合并财务报表不可分割的一部分。

CARVANA CO. 及子公司

简明合并经营报表

（未经审计）

（单位：百万；股数以千股计，每股金额除外）


	截至 9 月 30 日的三个月		截至 9 月 30 日的九个月
	2026		2025		2026		2025
销售及经营收入：
零售汽车销售净额	$	6,144			$	3,996		$	16,479	$	10,381
批发销售及收入，其中分别有 $8、$11、$34 和 $28 来自关联方	1,302			1,177			3,723		3,064
其他销售及收入，其中分别有 $129、$93、$360 和 $248 来自关联方	594			474			1,646		1,274
销售及经营收入净额	8,040			5,647			21,848		14,719
销售成本，其中分别有 $4、$3、$13 和 $10 支付给关联方	6,519			4,499			17,672		11,578
毛利	1,521			1,148			4,176		3,141
销售、一般及行政费用，其中分别有 $12、$9、$34 和 $24 支付给关联方	805			595			2,199		1,681
其他经营费用净额	2			1			2		3
经营收入	714			552			1,975		1,457
利息费用净额	98			125			298		407
债务清偿损失	53			14			53		16
其他费用净额	11			154			52		92
所得税前净利润	552			259			1,572		942
所得税费用（收益）	69			(4)			171		(2)
净利润	483			263			1,401		944
归属于非控股权益的净利润	194			112			552		394
归属于 Carvana Co. 的净利润	$	289			$	151		$	849	$	550

A 类普通股每股净收益——基本	$	0.40			$	0.22		$	1.18	$	0.81
A 类普通股每股净收益——摊薄	$	0.39			$	0.21		$	1.15	$	0.76

A 类普通股加权平均流通股数——基本	720,857			696,066			717,456		681,236
A 类普通股加权平均流通股数——摊薄	739,910			731,374			740,051		720,501

随附附注是这些未经审计的简明合并财务报表不可分割的一部分。

CARVANA CO. 及子公司

简明合并综合收益表

（未经审计）

（单位：百万）


	截至 9 月 30 日的三个月		截至 9 月 30 日的九个月
	2026		2025		2026		2025
净利润	$	483			$	263		$	1,401	$	944
其他综合收益，扣除税项后：
现金流套期的未实现收益，扣除分别为 $4、$0、$4 和 $0 的税项	12			—			12		—
现金流套期损失的重分类调整，计入利息费用净额，扣除分别为 $0、$0、$0 和 $0 的税收优惠	1			—			1		—
其他综合收益总额，扣除税项	13			—			13		—
综合收益	496			263			1,414		944
归属于非控股权益的综合收益	194			112			552		394
归属于 Carvana Co. 的综合收益	$	302			$	151		$	862	$	550

CARVANA CO. 及其子公司

简明合并股东权益报表

（未经审计）

（单位：百万股，股份数量以千股计）


	A 类普通股	B 类普通股
	股数	金额		股数	金额		额外实收资本		累计其他综合收益		累计亏损	非控股权益		股东权益总额
截至 2024 年 12 月 31 日的余额	666,354		$	1		395,597			$	—		$	2,675		$	—		$	(1,416)		$	115	$	1,375
净利润	—		—		—			—			—		—		216		157			373
LLC 单位交换，以及与 RSU 归属和 NQSO 行权相关的非控股权益调整	273		—		—			—			1		—		—		(1)			—
代表非控股成员缴纳的税款	—		—		—			—			—		—		—		(2)			(2)
因 Carvana Group 纳税基础增加而确认递延所得税资产	—		—		—			—			3		—		—		—			3
因 Carvana Group 纳税基础增加所产生的递延所得税资产而确认估值备抵	—		—		—			—			(3)		—		—		—			(3)

发行 A 类普通股以结算已归属的 RSU	4,629		—		—			—			—		—		—		—			—
交回 RSU 以抵缴预扣税	—		—		—			—			(4)		—		—		—			(4)
期权行权	738		—		—			—			5		—		—		—			5
股权薪酬	—		—		—			—			26		—		—		—			26
截至 2025 年 3 月 31 日的余额	671,994		$	1		395,597			$	—		$	2,703		$	—		$	(1,200)		$	269	$	1,773
净利润	—		—		—			—			—		—		183		125			308


LLC 单位交换，以及与 RSU 归属和 NQSO 行权相关的非控股权益调整	4,080		—		(3,275)			—			5		—		—		(5)			—
代表非控股成员缴纳的税款	—		—		—			—			—		—		—		(2)			(2)
因 Carvana Group 纳税基础增加而确认递延所得税资产	—		—		—			—			64		—		—		—			64
因 Carvana Group 纳税基础增加所产生的递延所得税资产而确认估值备抵	—		—		—			—			(64)		—		—		—			(64)

发行 A 类普通股以结算已归属的 RSU	3,476		—		—			—			—		—		—		—			—
根据 ESPP 发行 A 类普通股	15		—		—			—			1		—		—		—			1
交回 RSU 以抵缴预扣税	—		—		—			—			(9)		—		—		—			(9)


	A 类普通股	B 类普通股
	股数	金额		股数	金额		额外实收资本		累计其他综合收益		累计亏损	非控股权益		股东权益总额
期权行权	2,925		—		—			—			16		—		—		—			16
股权薪酬	—		—		—			—			30		—		—		—			30
截至 2025 年 6 月 30 日的余额	682,490		$	1		392,322			$	—		$	2,746		$	—		$	(1,017)		$	387	$	2,117
净利润	—		—		—			—			—		—		151		112			263
发行 A 类普通股，扣除承销商折扣和佣金及发行费用	7,382		—		—			—			536		—		—		—			536

与股权发行相关的非控股权益调整	—		—		—			—			(187)		—		—		187			—
LLC 单位交换，以及与 RSU 归属和 NQSO 行权相关的非控股权益调整	11,841		—		(11,725)			—			14		—		—		(14)			—
因 Carvana Group 纳税基础增加而确认递延所得税资产	—		—		—			—			209		—		—		—			209
因 Carvana Group 纳税基础增加所产生的递延所得税资产而确认估值备抵	—		—		—			—			(209)		—		—		—			(209)

发行 A 类普通股以结算已归属的 RSU	3,171		—		—			—			—		—		—		—			—
为抵扣预扣税款而交回的 RSU	—		—		—			—			(8)		—		—		—			(8)
已行使的期权	1,004		—		—			—			16		—		—		—			16
股权薪酬	—		—		—			—			27		—		—		—			27
余额，2025年9月30日	705,888		$	1		380,597			$	—		$	3,144		$	—		$	(866)		$	672	$	2,951

CARVANA CO.及其子公司

简明合并股东权益报表——（续）

（未经审计）

（单位：百万，股份数量除外，股份数量以千股计）


	A类普通股	B类普通股
	股份数	金额		股份数	金额		额外实收资本		累计其他综合收益		留存收益（累计亏损）	非控股权益		股东权益总额
余额，2025年12月31日	711,148		$	1		380,547			$	—		$	3,449		$	—		$	(9)		$	762	$	4,203
净利润	—		—		—			—			—		—		250		155			405
LLC单位交换及与RSU归属和NQSO行使相关的非控股权益调整	133		—		—			—			3		—		—		(3)			—
代表非控股成员支付的税款	—		—		—			—			—		—		—		(2)			(2)
因Carvana Group税基增加而确认的递延所得税资产	—		—		—			—			2		—		—		—			2


发行A类普通股以结算已归属的RSU	3,315		—		—			—			—		—		—		—			—
为抵扣预扣税款而交回的 RSU	—		—		—			—			(8)		—		—		—			(8)
已行使的期权	423		—		—			—			1		—		—		—			1
股权薪酬	—		—		—			—			31		—		—		—			31
余额，2026年3月31日	715,019		$	1		380,547			$	—		$	3,478		$	—		$	241		$	912	$	4,632
净利润	—		—		—			—			—		—		310		203			513


LLC单位交换及与RSU归属和NQSO行使相关的非控股权益调整	—		—		—			—			3		—		—		(3)			—
代表非控股成员支付的税款	—		—		—			—			—		—		—		(2)			(2)



发行A类普通股以结算已归属的RSU	3,566		—		—			—			—		—		—		—			—
根据ESPP发行A类普通股	22		—		—			—			2		—		—		—			2
为抵扣预扣税款而交回的 RSU	—		—		—			—			(36)		—		—		—			(36)
已行使的期权	371		—		—			—			1		—		—		—			1
股权薪酬	—		—		—			—			28		—		—		—			28
余额，2026年6月30日	718,978		$	1		380,547			$	—		$	3,476		$	—		$	551		$	1,110	$	5,138
净利润	—		—		—			—			—		—		289		194			483
其他综合收益	—		—		—			—			—		13		—		—			13


	A类普通股	B类普通股
	股份数	金额		股份数	金额		额外实收资本		累计其他综合收益		留存收益（累计亏损）	非控股权益		股东权益总额
LLC单位交换及与RSU归属和NQSO行使相关的非控股权益调整	—		—		—			—			3		—		—		(3)			—




发行A类普通股以结算已归属的RSU	2,564		—		—			—			—		—		—		—			—
为抵扣预扣税款而交回的 RSU	—		—		—			—			(8)		—		—		—			(8)
已行使的期权	270		—		—			—			1		—		—		—			1
股权薪酬	—		—		—			—			26		—		—		—			26
余额，2026年9月30日	721,812		$	1		380,547			$	—		$	3,498		$	13		$	840		$	1,301	$	5,653

随附附注是这些未经审计简明合并财务报表不可分割的组成部分。

CARVANA CO.及其子公司

简明合并现金流量表

（未经审计，单位：百万）


	截至9月30日的九个月
	2026		2025
经营活动现金流量：
净利润	$	1,401			$	944
将净利润调节为经营活动提供的现金净额的调整项目：
折旧和摊销费用	202			206
股权薪酬费用	75			74
递延所得税	157			(2)
税收应收协议费用	2			105
处置财产和设备损失	1			3
债务清偿损失	53			16
实物支付利息费用	—			182
坏账准备及估值备抵	11			12
债务发行成本、溢价及原始发行折价的摊销	13			6
认股权证（用于收购普通股）的未实现损失（收益）	62			(3)
证券化受益权益的未实现收益	(12)			(8)

融资应收款相关资产的变动：
融资应收款的发放	(14,187)			(9,180)
出售融资应收款所得款项净额	14,722			9,583
贷款出售收益	(1,084)			(878)

持有待售融资应收款收到的本金偿付	201			189
其他资产和负债的变动：
车辆库存	(1,025)			(676)
应收账款	(82)			(56)
其他资产	(67)			(44)
应付账款及应计负债	475			153
经营租赁使用权资产	9			2
经营租赁负债	(11)			(6)
其他负债	(16)			(16)
经营活动提供的现金净额	900			606
投资活动产生的现金流量：
购置物业和设备	(166)			(96)
处置物业和设备所得款项	2			2
收购付款，扣除取得的现金	(40)			(51)
收到的受益权益本金偿付及出售所得款项	75			45
投资活动使用的现金净额	(129)			(100)
融资活动产生的现金流量：
短期循环信贷融资所得款项	3,956			3,064
偿还短期循环信贷融资	(3,943)			(3,058)
发行长期债务所得款项	1,841			128
偿还长期债务	(1,774)			(696)

支付债务发行成本	(20)			(15)
代非控股成员支付的税款	(4)			(4)
发行 A 类普通股所得款项净额	—			536
税款应收协议付款	(37)			(17)
股权薪酬计划所得款项	5			38
与 RSU 相关的税款预扣	(52)			(21)
融资活动使用的现金净额	(28)			(45)
现金、现金等价物及受限现金净增加额	743			461
期初现金、现金等价物及受限现金	2,429			1,760
期末现金、现金等价物及受限现金	$	3,172			$	2,221

随附附注是这些未经审计的简明合并财务报表不可分割的一部分。

CARVANA CO. 及其子公司

简明合并财务报表附注

（未经审计）

附注 1 — 业务组织

业务描述

Carvana Co. 及其全资子公司 Carvana Co. Sub LLC（统称“Carvana Co.”，与其合并子公司合称“公司”）是领先的二手车买卖电子商务平台。公司通过为消费者提供他们想要的体验——丰富的选择、超值且优质的商品、透明的定价，以及简单、无压力的交易——来改变二手车销售体验。客户主要通过公司网站或移动应用程序即可完成二手车交易的所有环节，包括为购车融资、置换现有车辆，以及购买车辆服务合同（“VSC”）、GAP 豁免保障和汽车保险等配套产品。公司业务的各个环节，从库存采购到交付履约，再到整体便捷的在线交易体验，都是围绕这一单一目标打造的。

组织架构

Carvana Co. 是一家控股公司，于 November 29, 2016 在 Delaware 注册成立，目的是完成首次公开募股（“IPO”）及相关交易，以运营 Carvana Group, LLC 及其子公司（统称“Carvana Group”）的业务。除 Carvana Co. 发行、由其现有国内受限子公司及 Carvana Group 的现有国内受限子公司提供担保的优先担保票据、B 期贷款和优先无担保票据（定义见附注 9 — 债务工具）外，公司的几乎全部资产和负债均代表 Carvana Group 的资产和负债；就优先无担保票据而言，担保方不包括 ADESA US Auction, LLC（“ADESA”）及其子公司。

根据 Carvana Group, LLC 经修订及重述的有限责任公司协议（“LLC 协议”），Carvana Co. 是 Carvana Group 的唯一管理人，并对 Carvana Group 的活动进行管理、指挥和全面控制。Carvana Group 有两类普通所有权权益：A 类普通单位（“A 类单位”）和 B 类普通单位（“B 类单位”）。如附注 10 — 股东权益中进一步讨论，A 类单位和 B 类单位（统称“LLC 单位”）不享有投票权，因此 Carvana Group 被视为可变利益实体（“VIE”）。由于 Carvana Co. 有权控制 Carvana Group，且在其中拥有重大经济利益，因此被视为该 VIE 的主要受益人，公司合并 Carvana Group 的财务业绩。截至 September 30, 2026，Carvana Co. 持有 Carvana Group 约 65.1% 的权益，LLC 单位持有人（定义见附注 10 — 股东权益）持有其余 34.9%。

附注 2 — 重要会计政策概要

列报基础

本公司随附的未经审计简明合并财务报表按照美国公认会计原则（“GAAP”）编制，适用于中期财务信息。年度财务报表通常包含的某些信息和脚注披露已予以精简或省略。本公司认为，所作披露足以避免所呈报信息产生误导。不过，随附的未经审计简明合并财务报表应与本公司于2026年2月18日提交的最新10-K表格年度报告中所载经审计合并财务报表及其附注一并阅读。

随附的未经审计简明合并财务报表反映了为公允呈报本公司截至2026年9月30日的财务状况，以及截至2026年9月30日的三个月和九个月期间（以及2025年同期）的经营业绩、股东权益变动和现金流量所需的全部调整（仅包括正常且经常性的项目）。中期业绩不一定代表全年表现，因为季节性和短期波动会产生影响。

如附注1——业务组织所述，Carvana Group 被视为可变利益实体（VIE），且由于认定 Carvana Co. 为主要受益人，因此 Carvana Co. 对其财务业绩进行合并。所有公司间余额和交易均已抵销。

CARVANA CO. 及其子公司

简明合并财务报表附注——（续）

（未经审计）

股票拆分

2026年5月5日，本公司股东批准将本公司的 A 类普通股和 B 类普通股按五比一进行正向拆分（“股票拆分”）。该拆分于2026年5月8日通过提交本公司经修订和重述公司注册证书修正案证书而生效。于2026年5月6日登记在册的股东，每持有一股 A 类普通股或 B 类普通股（如适用），即获配四股额外股份。与股票拆分相关，A 类普通股的授权股数由5亿股增至25亿股，B 类普通股的授权股数由1.25亿股增至6.25亿股。每股面值0.001美元未作调整，因股票拆分产生的额外股份面值金额已从额外实缴资本重新分类至普通股。本季度10-Q表格报告所列所有股份及每股数据，包括加权平均流通股数、每股收益、股权薪酬奖励以及 LLC 单位参与门槛，均已追溯调整，以反映所有列报期间的股票拆分。

流动性

从历史上看，公司的资本和流动性需求主要通过债务和股权融资、经营现金流以及短期循环信贷额度来满足。在截至2026年9月30日的三个月内，公司：(i) 签订了一项16.6亿美元的B期定期贷款融资，并将所得款项与手头现金一并用于全额赎回其2030年高级担保票据；(ii) 进一步修订Ally MPSA，将Ally（定义见附注7——金融应收款出售协议）购买金融应收款本金余额的承诺额度提高至80亿美元，期限至2027年7月；(iii) 将一项最终贷款购买协议延期并扩大5亿美元，期限至2028年1月；若截至2028年1月尚未购买全部承诺额度，则自动进一步延期至2028年7月；以及(iv) 将一项短期循环信贷额度延期至2027年8月。

管理层认为，当前营运资金、经营现金流以及预计持续存在或新增的融资安排，足以为自财务报表发布之日起至少一年的运营提供资金。

估计的使用

按照公认会计原则（GAAP）编制这些未经审计的简明合并财务报表，要求管理层作出估计和假设。某些会计估计涉及管理层作出的重大判断、假设和估计，这些判断、假设和估计对某些资产和负债的账面价值、或有资产和负债的披露以及报告期内收入和费用的报告金额具有重大影响，管理层认为这些属于关键会计估计。管理层使用的判断、假设和估计基于历史经验、管理层经验及其他因素，管理层认为在相关情况下这些因素是合理的。由于管理层所作判断和假设的性质，实际结果可能与这些判断和估计存在重大差异，从而可能对公司的资产和负债账面价值以及经营业绩产生重大影响。

分部

业务分部是指企业的组成部分，这些部分拥有可单独获取的财务信息，由首席运营决策者（“CODM”）定期评估，以决定资源分配方式并评估经营业绩。公司经营和管理一体化业务，整体目标是增加零售车辆销量和单车零售总毛利。因此，公司认定目前仅经营一个经营分部，因此只有一个可报告分部。CODM为首席执行官，在评估经营业绩和分配资源时关注合并业绩，特别是合并净利润。此外，公司在美国（“U.S.”）各地向类似客户群销售类似产品和服务，并采用类似流程。随附未经审计的简明合并经营报表中列示的各项收入金额，代表按产品和客户类型细分的收入类别。分部资产计量金额在随附未经审计的简明合并资产负债表中列为总资产。所列所有期间的收入几乎全部来自美国，且所有资产均位于美国。

CARVANA CO.及其子公司

简明合并财务报表附注——（续）

（未经审计）

截至2026年和2025年9月 30日止三个月和九个月的分部信息如下：


	截至9月30日止三个月		截至9月30日止九个月
	2026		2025		2026		2025

	（百万美元）
净销售额和经营收入	$	8,040			$	5,647		$	21,848	$	14,719
销售成本	6,519			4,499			17,672		11,578
毛利	1,521			1,148			4,176		3,141
薪酬和福利	255			209			737		609
广告	152			102			391		258
场地占用	18			17			55		49
物流	68			43			170		118
其他 (1)	312			224			846		647

其他经营费用，净额	2			1			2		3
经营收入	714			552			1,975		1,457
利息费用，净额	98			125			298		407
债务清偿损失	53			14			53		16
其他费用，净额	11			154			52		92
所得税前净利润	552			259			1,572		942
所得税拨备（收益）	69			(4)			171		(2)
净利润	$	483			$	263		$	1,401	$	944

(1) 其他成本包括所有其他销售、一般及行政费用，例如IT费用、公司场地占用费、专业服务费和保险费、有限保修费用以及产权和登记费用。

已发布但尚未采用的会计准则

公司目前正在评估ASU 2024-03（利润表——综合收益报告——费用细分披露（子主题220-40）：利润表费用细分）和ASU 2025-06（商誉及其他——内部使用软件（子主题350-40）：内部使用软件会计处理的针对性改进）对其合并财务报表及随附附注列报的影响。

CARVANA CO.及其子公司

简明合并财务报表附注——（续）

（未经审计）

附注3——固定资产，净额

下表汇总了截至2026年9月 30日和2025年12月 31日的固定资产净额：


	2026年 9月30日		2025年 12月31日

	（百万美元）
土地和场地改良	$	1,375			$	1,365
建筑物和改良	1,518			1,467
运输车队	732			636
软件	384			356
家具、固定装置和设备	187			178
不包括在建工程的财产和设备总额	4,196			4,002
减：财产和设备累计折旧及摊销	(1,432)			(1,250)
不包括在建工程的财产和设备净额	2,764			2,752
在建工程	150			62
财产和设备净额	$	2,914			$	2,814

截至2026年和2025年9月30日止三个月，销售成本中的财产和设备折旧及摊销费用分别为$25 million和$27 million。销售、一般及行政费用中的财产和设备折旧及摊销费用分别为$37 million和$35 million。

截至2026年和2025年9月30日止九个月，销售成本中的财产和设备折旧及摊销费用分别为$80 million和$85 million。销售、一般及行政费用中的财产和设备折旧及摊销费用分别为$117 million和$109 million。

附注4 — 商誉和无形资产净额

截至2026年9月30日止九个月，公司分别收购了两家特许经销商，总购买对价为$40 million，其中包括$19 million现金和$21 million车辆贸易库存融资应付款。购买价分配至净有形资产$29 million、无限期使用寿命特许经营权$9 million以及商誉$2 million。这些收购对公司的财务状况或经营业绩并无重大影响。

下表汇总了截至2026年9月30日和2025年12月31日的商誉和无形资产净额：


	2026年 9月30日		2025年 12月31日

	（百万）

客户关系	$	50			$	50
已开发技术	31			31
特许经营权	36			27

无形资产购置成本	117			108
减：累计摊销	(66)			(61)
无形资产净额	$	51			$	47

商誉	$	12			$	10

CARVANA CO.及子公司

简明合并财务报表附注——（续）

（未经审计）

截至2026年和2025年9月30日止三个月的摊销费用分别为$2 million和$3 million，截至该日止九个月分别为$5 million和$12 million。截至2026年9月30日，有限年限无形资产的剩余加权平均摊销期限为2.3年。截至2026年9月30日，未来年度预计确认的摊销费用如下：


	预计未来摊销额
	（百万）
2026年剩余时间	$	2
2027	5
2028	3
2029	2
2030	2

此后	1
总计	$	15

附注5 — 应付账款和应计负债

下表汇总了截至2026年9月30日和2025年12月31日的应付账款和应计负债：


	2026年 9月30日		2025年 12月31日

	（百万）
应付账款，包括分别应付关联方的$35和$21	$	382			$	236
贸易库存融资应付款	300			64
退货和取消准备金	177			121
销售税、车辆牌照及费用	124			102
应计保险费	121			85
应计薪酬和福利	107			103
客户存款	68			51
应计广告费用	43			31


应计利息费用	32			138
其他应计负债	220			169
应付账款及应计负债总额	$	1,574			$	1,100

关于2025年特许经销商收购，公司与Stellantis Financial Services, Inc.（“SFS”）签订了主贷款及担保协议（“贸易库存融资额度”），用于为部分新车库存采购提供融资，该等融资库存为贸易库存融资额度提供担保。贸易库存融资额度下的信贷额度为$300 million，并按各经销商地点及车辆库存类型分配子预付款限额；利率以一个月期SOFR加适用利差为基础，利差根据由SFS提供资金的零售销售额相对金额在2.25%至3.25%之间浮动。根据贸易库存融资额度，购买车辆所提款项通常应在车辆售出或以其他方式处置后的数日内偿还。库存中存放超过11个月车辆的未偿本金余额，应在车辆最初获得融资后的第12个月首日全额偿还。提前还款无需支付溢价或罚金。贸易库存融资额度还要求每月支付利息，并维持$15 million的最低受限现金余额。

CARVANA CO.及其子公司

简明合并财务报表附注——（续）

（未经审计）

附注6——关联方交易

租赁协议

2014年11月，公司与DriveTime Automotive Group, Inc.（连同其子公司及关联公司，但不包括公司，统称“DriveTime”）签订了一份租赁协议，该协议此前适用于位于德克萨斯州Blue Mound和新泽西州Delanco的两处检测和整修中心。由于Ernest Garcia II、Ernest Garcia III以及由其中一人或两人控制的实体（统称“Garcia各方”）控制并拥有DriveTime几乎全部权益，DriveTime为公司的关联方。根据该租赁协议，公司按DriveTime的实际租金费用支付月租，并承担实际保险费用、运营所需的租户改造费用及房地产税。2025年3月，公司承接了DriveTime位于德克萨斯州Blue Mound地点的租约，该租约将于2029年到期，并有两次各五年的续租选择权。公司继续向DriveTime租赁位于新泽西州Delanco的地点，该租约将于2032年到期，且无进一步续租选择权。

2017年2月，公司与DriveTime签订租赁协议，独占使用位于佐治亚州温德市的一处全面运营的检测和整备中心。2024年5月，佐治亚州温德市该地点的租约到期日延长至2030年，并保留两个尚未行使的续租选择权，每个期限为五年。

与这些经营租赁协议相关的费用按使用情况分摊至随附的未经审计简明合并资产负债表和经营报表中的存货以及销售、一般和管理费用。分摊至存货的成本在存货售出时确认为销售成本。这些经营租赁协议的相关总成本（包括上述成本）在截至2026年和2025年9月30日的各三个月期间均为$1 million，在截至2026年和2025年9月30日的各九个月期间均为$2 million，分摊至存货以及销售、一般和管理费用。

办公楼租赁

2019年12月，DriveTime购买了位于亚利桑那州坦佩的一栋办公楼；在DriveTime购买之前，公司一直向无关联房东租赁该办公楼。购买时，DriveTime承接了该租约。租约初始期限为十年，将于2029年到期，并附有行使两次五年期续租选择权的权利。截至2026年和2025年9月30日的各三个月及九个月期间，公司根据与DriveTime的租约发生的租金费用均低于$1 million。

批发车辆销售与采购

DriveTime通过向其他经销商开放的竞争性拍卖向公司购买批发车辆。因此，公司在截至2026年和2025年9月30日的三个月期间分别确认了来自DriveTime的$6 million和$8 million批发销售额及收入；在截至2026年和2025年9月30日的九个月期间分别确认了$27 million和$18 million。公司在截至2026年和2025年9月30日的三个月期间，分别通过向其他经销商开放的竞争性拍卖向DriveTime购买了$3 million和$4 million的车辆；在截至2026年和2025年9月30日的九个月期间，分别购买了$11 million和$10 million。

批发市场收入

DriveTime通过公司的批发市场平台向第三方和公司销售车辆，并从第三方和公司购买车辆。这些交易通过竞争性拍卖进行，所有已注册的买家和卖家均可竞拍并购买批发车辆，或挂牌出售批发车辆。此外，自2023年9月起，部分拍卖场地通常会向客户（包括DriveTime）提供整备服务。因此，公司在截至2026年和2025年9月30日的三个月期间分别确认了来自DriveTime的$2 million和$3 million批发销售额及收入；在截至2026年和2025年9月30日的九个月期间分别确认了$7 million和$10 million。截至2025年9月30日的三个月及九个月期间，公司确认的与整备服务相关、向DriveTime收取的销售成本均低于$1 million。

CARVANA CO.及其子公司

简明合并财务报表附注——（续）

（未经审计）

主经销商协议

2016年12月，公司与DriveTime签订主经销商协议（“主经销商协议”），该协议最近于2021年4月修订，根据该协议，公司可向从公司购车的客户销售VSC。公司从每份售予客户的VSC中赚取佣金，DriveTime则承担相关义务并随后负责管理VSC。公司向客户收取VSC零售购买价，并将扣除佣金后的购买价汇给DriveTime。主经销商协议还允许公司在相关VSC所需理赔期结束后，根据VSC的实际表现与VSC管理方持有的准备金之间的差额，收取超额准备金款项。在截至2026年和2025年9月30日的三个月内，公司分别确认了1.25亿美元和9100万美元；在截至2026年和2025年9月30日的九个月内，公司分别确认了3.49亿美元和2.42亿美元。这些金额包括公司销售并由DriveTime管理的VSC所赚取的佣金（扣除预计合同取消准备金），以及公司预期有权获得的超额准备金款项，均计入随附未经审计的简明合并经营报表中的其他销售额和收入。

自2017年起，DriveTime还负责管理公司向所有客户提供的有限保修。公司向DriveTime支付每辆车的管理费，以管理随每笔购车附带的有限保修。在截至2026年和2025年9月30日的三个月内，公司因有限保修管理分别发生900万美元和700万美元费用；在截至2026年和2025年9月30日的九个月内，分别发生2600万美元和1800万美元费用。

利润分享协议

2018年6月，公司与一家非关联第三方签订协议，据此，公司将销售某些道路危险（“RH”）和预付维护（“PPM”）合同。根据该协议，第三方将管理RH和PPM合同，包括提供客户服务和管理服务，并向公司支付利润分享款项。2022年，公司开始根据上文所述主经销商协议销售DriveTime提供的同类产品，且与现有RH和PPM合同相关的所有权利和义务均转让给DriveTime（“已转让合同”）。2022年12月，公司就已转让合同与DriveTime签订利润分享协议（“利润分享协议”）。2026年3月，利润分享协议修订后纳入了其他车辆服务合同。在截至2026年和2025年9月30日的三个月内，公司根据利润分享协议分别确认了400万美元和200万美元收入；在截至2026年和2025年9月30日的九个月内，分别确认了1100万美元和600万美元收入。

服务及管理费

DriveTime 提供与公司融资应收款相关的服务及行政职能。截至2026年和2025年9月30日止三个月，公司因这些服务分别发生100万美元和200万美元的费用；截至2026年和2025年9月30日止九个月，每期均发生500万美元的费用。截至2026年和2025年9月30日止九个月，公司均未向DriveTime或其任何关联方出售融资应收款。

截至2026年和2025年9月30日止九个月，DriveTime作为服务机构，对某些2019、2020和2021年证券化信托行使了可选清仓赎回权。可选清仓赎回权是汽车证券化交易的常见条款，通常在贷款池余额摊还至原始余额的预定比例时行使。在截至2026年和2025年9月30日止的每个三个月及九个月期间，公司因在行使该权利时持有这些信托的保留权益而收到的款项均不足100万美元。

飞机使用时间共享协议

公司于2015年10月22日签订协议，共享使用由DriveTime拥有并运营的两架飞机；该协议随后于2017年修订。根据协议，公司同意向DriveTime偿还每次飞行的实际费用。原协议期限为12个月，并按12个月期限无限自动续期。公司或DriveTime均可提前30天发出书面通知终止协议。根据该协议，公司在截至……止的每个三个月期间向DriveTime偿还的金额不足1 百万美元

CARVANA CO.及其子公司

简明合并财务报表附注——（续）

（未经审计）

2026年和2025年9月30日；截至2026年和2025年9月30日止九个月，公司分别偿还100万美元和不足100万美元。

应付关联方账款及应收关联方账款

截至2026年9月30日和2025年12月31日，应付关联方款项分别为3,500万美元和2,100万美元，主要与上述协议有关，并计入随附未经审计的简明合并资产负债表中的应付账款及应计负债。截至2026年9月30日和2025年12月31日，应收关联方款项分别为500万美元和不足100万美元，主要与上述协议有关，并计入随附未经审计的简明合并资产负债表中的其他流动资产。

税务应收协议负债

如附注14——所得税中进一步讨论，截至2026年9月30日和2025年12月31日，公司分别记录了22亿美元和23亿美元的税务应收协议（“TRA”）负债，其中两个期间均有17亿美元应付关联方。有关TRA的进一步讨论，请参阅附注14——所得税。截至2026年和2025年9月30日止九个月，公司分别支付TRA款项3,700万美元和1,700万美元，其中分别向关联方支付2,900万美元和1,300万美元。

代非控股成员缴纳税款

如附注14——所得税所述，作为合伙企业，Carvana Group 无需缴纳美国联邦以及某些州和地方所得税。Carvana Group 产生的任何应税收入或亏损均会转交给其成员（包括 Carvana Co.），并根据其在 Carvana Group 中持有的可分配份额计入各成员的应税收入或亏损。尽管如此，许多州要求合伙企业代非居民成员缴纳强制性税款。因此，如果 Carvana Group 产生应税收入并须代其成员缴纳所得税，则会通过综合纳税申报表和非居民预扣税的方式向各州缴款。由于这些款项是代受影响成员缴纳的所得税，因此视为向相关成员作出的分配。在截至2026年和2025年9月30日的各三个月期间，公司代非控股成员缴纳的强制性综合税款和非居民预扣税均低于1 million美元，其中每期代关联方缴纳的金额低于1 million美元。在截至2026年和2025年9月30日的各九个月期间，公司代非控股成员缴纳的强制性综合税款和非居民预扣税为4 million美元，其中3 million美元是代关联方缴纳的。

附注7——融资应收款出售协议

公司为客户发放贷款，并根据融资应收款出售协议将贷款出售给合作伙伴和投资者。历史上，公司通过两种安排出售贷款：远期流量协议和固定资产池贷款出售（包括证券化交易）。公司出售贷款时，对出售后的贷款表现不承担追索责任，并在此类交易中作出惯常的陈述和保证。

Ally 主购买与出售协议

2016年12月，公司与 Ally Bank 和 Ally Financial Inc.（合称“Ally”）签订了主购买与出售协议（“Ally MPSA”）。根据 Ally MPSA，公司依据承诺远期流量安排出售符合特定承销标准的融资应收款，且不对其出售后的表现承担追索责任。2026年7月27日，公司与 Ally 修订了 Ally MPSA，其中包括将 Ally 的购买承诺从$6.0 billion提高至承诺在2026年7月27日至2027年7月26日期间购买本金余额最高达$8.0 billion的融资应收款，条款与此前的 Ally MPSA 基本相同。

在截至2026年和2025年9月30日的三个月期间，公司根据 Ally MPSA 分别出售了本金余额为$2.0 billion和$1.2 billion的融资应收款。在截至2026年和2025年9月30日的九个月期间，公司根据 Ally MPSA 分别出售了本金余额为$5.7 billion和$3.2 billion的融资应收款；截至2026年9月30日，未使用额度为$6.0 billion。

CARVANA CO. 及其子公司

简明合并财务报表附注——（续）

（未经审计）

证券化交易

公司发起并设立证券化信托，以从公司购买融资应收款。证券化信托发行资产支持证券，其中部分证券以公司出售给证券化信托的融资应收款作为抵押。向证券化信托出售融资应收款后，公司确认融资应收款出售收益或损失。出售所得净额为交易中取得资产的公允价值，通常包括现金以及证券化信托发行的至少 5% 受益权益，以遵守风险留存规则（定义及进一步讨论见附注 8——证券化和可变利益实体）。

截至 2026 年和 2025 年 9 月 30 日止三个月，公司通过证券化交易出售的融资应收款本金余额分别为 15.5 亿美元和 10 亿美元。截至 2026 年和 2025 年 9 月 30 日止九个月，公司通过证券化交易出售的融资应收款本金余额分别为 37 亿美元和 26 亿美元。

固定池贷款出售

截至 2025 年 12 月 31 日止年度，公司与三名独立第三方购买方分别签订了三份具有约束力的贷款购买协议，约定截至 2027 年第四季度出售本金余额总计最高达 120 亿美元的融资应收款。2026 年 9 月 30 日止三个月内，公司修订了其中一份协议，将承诺额增加 5 亿美元，并将协议期限延长至 2028 年 1 月，使融资应收款本金余额的承诺总额增至最高 125 亿美元。除此类协议外，公司还向无关联第三方出售固定池贷款。

截至 2026 年和 2025 年 9 月 30 日止三个月，公司向无关联第三方完成的固定池贷款出售涉及融资应收款本金余额分别为 16 亿美元和 11 亿美元。截至 2026 年和 2025 年 9 月 30 日止九个月，公司向无关联第三方完成的固定池贷款出售涉及融资应收款本金余额分别为 45 亿美元和 31 亿美元；截至 2026 年 9 月 30 日，未使用额度为 83 亿美元。

贷款出售收益

出售给融资合作伙伴以及根据证券化交易出售的融资应收款所产生的总收益，在截至 2026 年和 2025 年 9 月 30 日止三个月分别为 3.81 亿美元和 3.31 亿美元，在截至 2026 年和 2025 年 9 月 30 日止九个月分别为 11 亿美元和 8.78 亿美元；该收益计入随附的未经审计简明合并经营报表中的其他销售及收入。

附注 8——证券化和可变利益实体

如附注7——融资应收款出售协议所述，公司发起并设立证券化信托，以从公司购买融资应收款。证券化信托发行资产支持证券，其中部分证券以公司出售给证券化信托的融资应收款作抵押。将融资应收款出售给证券化信托后，公司确认融资应收款出售收益或损失。出售所得净额为交易中取得资产的公允价值，通常包括现金以及证券化信托发行的至少5%受益权益，以遵守《2010年多德-弗兰克华尔街改革与消费者保护法》的RR条例（“风险留存规则”）。公司留存的受益权益包括但不限于证券化信托的评级票据和证书。证券化信托发行的证书持有人只有在票据持有人收到合同约定的现金流后，才有权获得现金流。证券化信托对公司的资产没有直接追索权，证券化信托发行的证券持有人只能向发行该证券的证券化信托资产寻求偿付。公司持有的受益权益主要面临基础融资应收款所产生的信用风险和提前还款风险。

与资产支持证券化交易相关设立的证券化信托均为可变利益实体（VIE）。对于公司作为证券化交易发起人所设立的每个VIE，公司都会进行分析，以确定其是否为该VIE的主要受益人。公司持续参与这些VIE的方式包括留存VIE发行的部分证券、就基础融资应收款提供行业标准的陈述与保证，

CARVANA CO.及子公司

简明合并财务报表附注——（续）

（未经审计）

并以信托管理人的身份履行行政事务。截至2026年9月 30日，公司并非这些证券化信托的主要受益人，因为其在VIE中的留存权益所承担的损失或享有的利益敞口，均不会对VIE构成潜在重大影响。因此，公司不合并这些证券化信托。

公司在未合并VIE中留存的资产列示于随附的未经审计简明合并资产负债表中的证券化受益权益项目。截至2026年9月 30日和2025年12月 31日，该项目分别为5.57亿美元和4.86亿美元。截至2026年9月 30日和2025年12月 31日，公司未持有与其参与未合并VIE有关的其他资产或负债。

下表汇总了截至2026年9月30日和2025年12月31日，公司对其持续参与但并非主要受益人的未合并VIE相关资产的账面价值和损失总敞口。损失总敞口指在极端假设情形下公司可能遭受的估计损失，例如证券化信托中的权益及任何相关抵押品价值降至零。公司认为这种情况发生的可能性很低。因此，下文列示的损失总敞口并不代表公司的预期损失。


	2026年9月30日		2025年12月31日
	账面价值		损失总敞口		账面价值		损失总敞口

	（百万）
评级票据	$	426			$	426		$	378	$	378
证书及其他资产	131			131			108		108
未合并VIE合计	$	557			$	557		$	486	$	486

The beneficial interests in securitizations are considered securities available for sale subject to restrictions on transfer pursuant to the Company’s obligations as a sponsor under the Risk Retention Rules. As described in Note 9 — Debt Instruments, the Company has entered into secured borrowing facilities through which it finances certain of these retained beneficial interests in securitizations. These securities are interests in securitization trusts, thus there are no contractual maturities. The amortized cost and fair value of securities available for sale as of September 30, 2026 and December 31, 2025 were as follows:


	September 30, 2026		December 31, 2025
	Amortized Cost		Fair Value		Amortized Cost		Fair Value

	(in millions)
Rated notes	$	429			$	426		$	376	$	378
Certificates and other assets	131			131			116		108
Total securities available for sale	$	560			$	557		$	492	$	486

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

NOTE 9 — DEBT INSTRUMENTS

Debt instruments, excluding finance leases, which are discussed in Note 15 — Leases, as of September 30, 2026 and December 31, 2025 consisted of the following:


	September 30, 2026		December 31, 2025

	(in millions)
Asset-based financing:
Floor plan facility	$	71			$	58

Financing of beneficial interests in securitizations	427			374


Real estate financing	485			485
Transportation fleet financing	142			23
Total asset-based financing	1,125			940
Senior Secured Notes	2,269			3,929
Term Loan B	1,660			—
Senior Unsecured Notes	107			107
Total debt	5,161			4,976
Less: current portion	(302)			(211)
Less: unamortized debt issuance costs (1)	(37)			(36)
Less: unamortized original issue discount (1)	(4)			—
Plus: unamortized premium (2)	9			18
Total included in long-term debt, net	$	4,827			$	4,747

(1) The unamortized debt issuance costs and original issue discount related to long-term debt are presented as a reduction of the carrying amount of the corresponding liabilities on the accompanying unaudited condensed consolidated balance sheets. Unamortized debt issuance costs related to revolving debt arrangements are presented within other assets on the accompanying unaudited condensed consolidated balance sheets and not included here.

(2) The unamortized premium relates to a portion of the notes exchange offers completed in September 2023 which were accounted for as a debt modification.

Short-Term Revolving Facilities

Floor Plan Facility

The Company previously entered into a floor plan facility with Ally to finance its vehicle inventory, which was secured by Carvana, LLC's vehicle inventory, general intangibles, accounts receivable, and finance receivables (as amended, the \"Floor Plan Facility\"). On September 1, 2023, the Company amended the Floor Plan Facility in connection with the issuance of the Senior Secured Notes (as defined below) to provide for an additional exclusive grant of collateral over certain deposit accounts and the cash on deposit in those accounts in favor of the lender and to amend certain other affirmative and negative covenants.

The Company further amended the Floor Plan Facility on April 29, 2025 to renew the line of credit at $1.5 billion until April 30, 2027. Under the amendment, the interest rate on the Floor Plan Facility was reduced to (i) a prime rate minus 0.70% when amounts drawn under the Floor Plan Facility are less than 25% of the then current inventory balance, (ii) a prime rate minus 0.50% when amounts drawn under the Floor Plan Facility are 25% or more but less than 50% of the then current inventory balance, or (iii) a prime rate plus 0.10% when amounts drawn under the Floor Plan Facility are 50% or more of the then current inventory balance. The Floor Plan Facility also requires monthly interest payments and restricted cash requirements on a sliding scale whereby at least 5% of the total principal amount owed to the lender is required to be held as restricted cash if amounts drawn are under 25% of the then current inventory balance, increasing to 12.5% to be held as restricted cash if amounts drawn are between 25% and 49.99% of the then current inventory balance, and further increasing to 25% to be held as

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

restricted cash if amounts drawn are equal to or greater than 50% of the then current inventory balance. The Company is also required to pay the lender an availability fee based on the average unused capacity during the prior calendar quarter under the amended Floor Plan Facility.

As of September 30, 2026, the Company had $71 million outstanding under the Floor Plan Facility, unused capacity of $1.4 billion, and held $4 million in restricted cash related to the Floor Plan Facility. During the three months ended September 30, 2026, the Company's effective interest rate on the Floor Plan Facility was 4.81%.

As of December 31, 2025, the Company had $58 million outstanding under the Floor Plan Facility, unused capacity of $1.4 billion, and held $3 million in restricted cash related to the Floor Plan Facility. During the year ended December 31, 2025, the Company's effective interest rate on the Floor Plan Facility was 5.77%.

Finance Receivable Facilities

The Company has various short-term revolving credit facilities to fund certain finance receivables originated by the Company prior to selling them, which are typically secured by the finance receivables pledged to them (the \"Finance Receivable Facilities\").

In January 2020, the Company entered into an agreement pursuant to which a lender agreed to provide a revolving credit facility to fund certain finance receivables originated by the Company. In March 2026, the Company amended its agreement to, among other things, increase the line of credit to $600 million and extend the maturity date to June 30, 2027.

In February 2020, the Company entered into an agreement pursuant to which a second lender agreed to provide a $500 million revolving credit facility to fund certain finance receivables originated by the Company. In December 2021, the Company amended its agreement to, among other things, increase the line of credit to $600 million, and in November 2025, the maturity date was extended to November 24, 2027.

In April 2021, the Company entered into an agreement pursuant to which a third lender agreed to provide a $500 million revolving credit facility to fund certain finance receivables originated by the Company. In December 2021, the Company amended its agreement to, among other things, increase this line of credit to $600 million, and in October 2025 the maturity date was extended to October 9, 2026. In October 2026, the Company further amended its agreement to extend the maturity date to October 15, 2027.

In March 2022, the Company entered into an agreement pursuant to which a fourth lender agreed to provide a $500 million revolving credit facility to fund certain finance receivables originated by the Company. In August 2025, the Company amended its agreement to, among other things, increase the line of credit to $600 million, and in July 2026, the Company further amended its agreement to extend the maturity date to August 6, 2027.

In May 2023, the Company entered into an agreement pursuant to which a fifth lender agreed to provide a $500 million revolving credit facility to fund certain finance receivables originated by the Company. In August 2025, the Company amended its agreement to, among other things, increase the line of credit to $600 million and extend the maturity date to February 14, 2027.

In September 2025, the Company entered into an agreement pursuant to which a sixth lender agreed to provide a $600 million revolving credit facility to fund certain finance receivables originated by the Company until March 29, 2027.

In May 2026, the Company entered into an agreement pursuant to which a seventh lender agreed to provide a $500 million revolving credit facility to fund certain finance receivables originated by the Company until November 8, 2027.

The Finance Receivable Facilities require that any undistributed amounts collected on the pledged finance receivables be held as restricted cash. The Finance Receivable Facilities require monthly payments of interest and fees based on usage and unused facility amounts. The Finance Receivable Facilities self-amortize from the end of the draw period until maturity, offer full prepayment rights, and have no credit sublimits or aging restrictions, subject to negotiated concentration limits. The subsidiaries that entered into these Finance Receivable Facilities are each wholly-owned, special purpose entities whose assets are not available to the general creditors of the Company. As of September 30, 2026 and December 31, 2025, the Company had zero outstanding under these Finance Receivable Facilities each period, unused capacity of $4.1 billion and $3.5 billion,

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

respectively, and held less than $1 million and $2 million, respectively, in restricted cash related to these Finance Receivable Facilities. During the three months ended September 30, 2026, the Company's effective interest rate on these Finance Receivable Facilities was 5.49%. During the year ended December 31, 2025, the Company's effective interest rate on these Finance Receivable Facilities was 5.64%.

Long-Term Debt

Senior Secured Notes

The Company has issued various tranches of Senior Secured Notes (collectively, the \"Senior Secured Notes\") as further described below:


Senior Secured Notes	September 30, 2026		December 31, 2025				Cash Interest Rate

	(in millions, except percentages)

Notes due June 1, 2030 (the \"2030 Senior Secured Notes\")	$	—			$	1,660			9%
Notes due June 1, 2031 (the \"2031 Senior Secured Notes\")	2,269			2,269				9%

Total principal amount	$	2,269			$	3,929
Less: unamortized debt issuance costs	(14)			(29)
Plus: unamortized premium	9			18
Total Senior Secured debt	$	2,264			$	3,918

Interest on each of the Senior Secured Notes is payable semi-annually on February 15 and August 15.

In August 2026, the Company used the net proceeds from the Term Loan B, together with cash on hand, to redeem in full its 2030 Senior Secured Notes with an aggregate principal of $1.660 billion for $1.711 billion, which included $50 million of premium and $1 million of accrued interest. The redemption is treated as an extinguishment of debt, with any realized premium recognized as a loss on debt extinguishment in the accompanying unaudited condensed consolidated statements of operations, net of write-offs of related unamortized debt issuance costs and unamortized premium. As a result of the redemption, during the three months ended September 30, 2026, the Company recognized a net loss on debt extinguishment of $53 million, which included $3 million of write-offs of related unamortized debt issuance costs and unamortized premium.

The Company may redeem some or all of its 2031 Senior Secured Notes at any time prior to August 15, 2028 at a redemption price of 100% of the principal amount outstanding plus applicable make-whole premiums set forth in the indenture, plus any accrued and unpaid interest to the redemption date. The 2031 Senior Secured Notes are not otherwise redeemable at the Company's option prior to August 15, 2028. At any time on or after August 15, 2028, the Company may redeem the 2031 Senior Secured Notes, in whole or in part, at redemption prices set forth in the indenture plus accrued and unpaid interest up to but excluding the redemption date. If the Company experiences certain change of control events, it must make an offer to purchase all of the Senior Secured Notes at 101% of the principal amount thereof, plus any accrued and unpaid interest, to the repurchase date.

The Senior Secured Notes mature as specified in the table above unless earlier repurchased or redeemed and are fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by all of the domestic restricted subsidiaries of the Company (other than, subject to certain exceptions, any subsidiary that constitutes an \"immaterial subsidiary,\" \"captive insurance subsidiary,\" \"securitization subsidiary\" or \"permitted joint venture\"). The Senior Secured Notes and the guarantees are secured by (i) second-priority liens on certain assets and property of the Company, pledged in favor of Ally under the Floor Plan Facility and (ii) first-priority liens on certain assets and property of the Company and the guarantors, as identified in the indentures to the Senior Secured Notes.

The indentures governing the Senior Secured Notes contain restrictive covenants that limit the ability of the Company and its restricted subsidiaries to, among other things and subject to certain exceptions, incur additional debt or issue preferred stock, create new liens, create restrictions on intercompany payments, pay dividends and make other distributions in respect of the Company's capital stock, redeem or repurchase the Company’s capital stock or prepay subordinated indebtedness, make certain

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

investments or certain other restricted payments, guarantee indebtedness, designate unrestricted subsidiaries, sell certain kinds of assets, enter into certain types of transactions with affiliates, and effect mergers or consolidations.

During the three months ended September 30, 2025, as permitted by the indenture governing the 2028 Senior Secured Notes, the Company voluntarily redeemed the remaining $559 million of principal amount of the then outstanding 2028 Senior Secured Notes for $578 million, which included $13 million of premium and $6 million of accrued interest. Additionally, during the nine months ended September 30, 2025, the Company repurchased $52 million of principal amount of the then outstanding 2028 Senior Secured Notes in the open market for $55 million, which included less than $1 million of accrued interest. As a result of the redemption and repurchases, during the three and nine months ended September 30, 2025, the Company recognized a net loss on debt extinguishment of $14 million and $16 million, respectively, each of which included $1 million of transaction fees and write-offs of related unamortized debt issuance costs and unamortized premium.

Term Loan B

On August 14, 2026, the Company entered into a credit agreement providing for a senior secured term loan B facility in an aggregate principal amount of $1.66 billion (the \"Term Loan B\"), which was fully drawn at closing at an issue price of 99.75% of the aggregate principal amount thereof. In connection with the transaction, the Company incurred original issue discount of $4 million and debt issuance costs of $17 million, which are presented as a direct deduction from the carrying amount of the Term Loan B and are being amortized to interest expense, net over the term of the facility using the effective interest method, resulting in an effective interest rate of approximately 6.1%.

The Term Loan B matures on August 14, 2033 and amortizes in equal quarterly installments of $4 million, representing 1.00% per annum of the original principal amount, commencing with the fiscal quarter ending March 31, 2027, with the remaining balance due at maturity. Borrowings bear interest, at the Company's option, at Term SOFR plus 2.25% per annum, subject to a 0.00% floor, or at a base rate plus 1.25% per annum, subject to a 1.00% floor. The Term Loan B is guaranteed on a joint and several basis by certain of the Company's wholly owned domestic restricted subsidiaries, subject to customary exceptions, and is primarily secured by a first-priority lien on substantially all assets of the Company and the guarantors, ranking pari passu with the Company's outstanding Senior Secured Notes.

The credit agreement does not contain any financial maintenance covenants. It contains covenants that, among other things, restrict, subject to certain exceptions, the Company's ability and the ability of its restricted subsidiaries to, incur additional indebtedness; create liens on assets; pay dividends and other distributions including debt payments and investments; change its line of business; sell certain assets; enter into certain types of transactions and effect mergers, consolidations, dissolutions or liquidations; and transact with affiliates.

Prepayments made on or prior to February 14, 2027 in connection with certain repricing transactions are subject to a 1.00% premium; the Term Loan B is otherwise prepayable at any time at par without premium or penalty.

As of September 30, 2026, the outstanding liability of the Term Loan B, net of unamortized debt issuance costs and original issue discount was $1.639 billion, of which $12 million was included in current portion of long-term debt in the accompanying unaudited condensed consolidated balance sheets.

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Senior Unsecured Notes

The Company has issued various tranches of Senior Unsecured Notes (the \"Senior Unsecured Notes\") each under a separate indenture, as further described below:


Senior Unsecured Notes	September 30, 2026		December 31, 2025		Interest Rate

	(in millions, except percentages)

Notes due April 15, 2027 (\"2027 Senior Unsecured Notes\")	$	32			$	32		5.500%
Notes due October 1, 2028 (\"2028 Senior Unsecured Notes\")	22			22			5.875%
Notes due September 1, 2029 (\"2029 Senior Unsecured Notes\")	26			26			4.875%
Notes due May 1, 2030 (\"2030 Senior Unsecured Notes\")	27			27			10.250%
Total principal amount	$	107			$	107
Less: current portion	(32)			—
Less: unamortized debt issuance costs	—			(1)
Total included in long-term debt, net	$	75			$	106

Interest on each of the Senior Unsecured Notes is payable semi-annually. The Senior Unsecured Notes mature as specified in the table above unless earlier repurchased or redeemed and are guaranteed by certain of the Company's subsidiaries. In March 2023, the Company designated ADESA and its subsidiaries as unrestricted subsidiaries under the indentures governing the Senior Unsecured Notes.

The Company may redeem some or all of each series of Senior Unsecured Notes at any time prior to certain specified redemption dates (the \"Unsecured Early Redemption Dates\") at the redemption prices and applicable make-whole premiums set forth in each respective indenture, plus any accrued and unpaid interest to the redemption date. Prior to the Unsecured Early Redemption Dates, the Company may also redeem up to 35% of the aggregate principal amount at a redemption price equal to 100% plus the respective interest rate specified in the table above, together with accrued and unpaid interest to, but not including, the date of redemption, with the net cash proceeds of certain equity offerings. With respect to the 2030 Senior Unsecured Notes, the Company may, at its option, redeem in the aggregate up to 10% of the original aggregate principal amount of the 2030 Senior Unsecured Notes during the period from, and including, May 1, 2025 to, but excluding May 1, 2027, at a redemption price equal to 105.125% of the 2030 Senior Unsecured Notes to be redeemed, plus accrued and unpaid interest thereon to the relevant redemption date. On or after the Unsecured Early Redemption Dates, the Company may redeem some or all of the Senior Unsecured Notes in whole or in part at redemption prices set forth in each respective indenture, plus accrued and unpaid interest up to but excluding the redemption date.

Real Estate Financing

The Company finances certain purchases and construction of its property and equipment through various sale and leaseback transactions. As of September 30, 2026, none of these transactions have qualified for sale accounting due to meeting the criteria for finance leases, or forms of continuing involvement, such as repurchase options or renewal periods that extend the lease for substantially all of the asset's remaining useful life, and are therefore accounted for as financing transactions. These arrangements require monthly payments and have initial terms of 20 to 25 years. Some of the agreements are subject to renewal options of up to 25 years and some are subject to base rent increases throughout the term. As of both September 30, 2026 and December 31, 2025, the outstanding liability associated with these sale and leaseback arrangements, net of unamortized debt issuance costs, was $482 million and was included in long-term debt in the accompanying unaudited condensed consolidated balance sheets.

Financing of Beneficial Interests in Securitizations

As discussed in Note 8 — Securitizations and Variable Interest Entities, the Company has retained certain beneficial interests in securitizations pursuant to the Company’s obligations as a sponsor under the Risk Retention Rules. Beginning in June 2019, the Company entered into secured borrowing facilities through which it finances certain retained beneficial interests

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

in securitizations whereby the Company sells such interests and agrees to repurchase them for their fair value at a stated time of repurchase.

As of September 30, 2026 and December 31, 2025, the Company had pledged $427 million and $374 million, respectively, of its beneficial interests in securitizations as collateral under the repurchase agreements with expected repurchases ranging from January 2027 to June 2033. The securitization trusts distribute payments related to the Company's pledged beneficial interests in securitizations directly to the lenders, which reduces the beneficial interests in securitizations and the related debt balance. Pledged collateral levels are monitored daily and are generally maintained at an agreed-upon percentage of the fair value of the amounts borrowed during the life of the transactions. In the event of a decline in the fair value of the pledged collateral, the repurchase price of the pledged collateral will be increased by the amount of the decline.

The outstanding balance of these facilities, net of unamortized debt issuance costs, was $424 million and $371 million as of September 30, 2026 and December 31, 2025, respectively, of which $161 million and $148 million, respectively, was included in current portion of long-term debt in the accompanying unaudited condensed consolidated balance sheets.

Transportation Fleet Financing

On October 20, 2025, the Company entered into a loan and security agreement (the \"Loan Agreement\") with Citizens Bank, N.A. (\"Citizens Bank\"), which provides for up to $250 million in aggregate principal amount of loans to finance certain equipment for its transportation fleet. All loans extended under the Loan Agreement are secured by a first priority lien on the transportation fleet and will mature within four to seven years depending on the attributes of the financed equipment. At maturity, a final payment of unamortized principal will be due to Citizens Bank. These outstanding loans will bear interest at a rate based on the applicable SOFR swap rate, with tenors ranging from two and a half to four years, plus an applicable margin ranging from 2.80% to 2.95% depending on the maturity of the loan. The Company has the option to prepay the outstanding balances of the loans prior to the maturity date.

As of September 30, 2026 and December 31, 2025, the outstanding liability under the Loan Agreement was $142 million and $23 million, respectively, of which $24 million and $4 million, respectively, was included in current portion of long-term debt in the accompanying unaudited condensed consolidated balance sheets.

As of September 30, 2026, the Company was in compliance with all debt covenants.

NOTE 10 — STOCKHOLDERS' EQUITY

Classes of Common Stock and LLC Units

On May 5, 2026, the Company's stockholders approved a five-for-one forward Stock Split of its issued and outstanding shares of Class A common stock and Class B common stock, as discussed in Note 2 — Summary of Significant Accounting Policies. Carvana Co.'s amended and restated certificate of incorporation, among other things, authorizes (i) 50 million shares of Preferred Stock, par value $0.01 per share, (ii) 2.5 billion shares of Class A common stock, par value $0.001 per share, and (iii) 625 million shares of Class B common stock, par value $0.001 per share. Each share of Class A common stock generally entitles its holder to one vote on all matters to be voted on by stockholders. Each share of Class B common stock held by the Garcia Parties generally entitles its holder to ten votes on all matters to be voted on by stockholders, for so long as the Garcia Parties maintain direct or indirect beneficial ownership of at least 25% of the outstanding shares of Carvana Co.'s Class A common stock determined on an as-exchanged basis assuming that all of the Class A Units were exchanged for Class A common stock. All other shares of Class B common stock generally entitle their holders to one vote per share on all matters to be voted on by stockholders. Holders of Class B common stock are not entitled to receive dividends and would not be entitled to receive any distributions upon the liquidation, dissolution or winding down of the Company. Holders of Class A and Class B common stock vote together as a single class on all matters presented to stockholders for their vote or approval, except as otherwise required by applicable law.

Carvana Group's amended and restated LLC Agreement provides for two classes of common ownership interests in Carvana Group: (i) Class A Units and (ii) Class B Units (together, the \"LLC Units\"). Carvana Co. is required to, at all times, maintain (i) a four-to-five ratio between the number of shares of Class A common stock issued and outstanding by Carvana Co. and the number of Class A Units owned by Carvana Co. (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities and subject to adjustment as set forth in the exchange agreement (the \"Exchange

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Agreement\") further discussed below, and taking into account Carvana Co. Sub LLC's 0.1% ownership interest in Carvana, LLC) and (ii) a four-to-five ratio between the number of shares of Class B common stock owned by the original holders of LLC Units prior to the IPO (the \"Original LLC Unitholders\") and the number of Class A Units owned by the Original LLC Unitholders. The Company may issue shares of Class B common stock only to the extent necessary to maintain these ratios. Shares of Class B common stock are transferable only if an Original LLC Unitholder elects to exchange them, together with 1.25 times as many LLC Units, for consideration from the Company. Such consideration from the Company can be, at the Company's election, either shares of Class A common stock or cash.

As of September 30, 2026 and December 31, 2025, there were 1.4 billion Class A Units and 8.1 million Class B Units in both periods (as adjusted for the participation thresholds and closing price of Class A common stock on September 30, 2026 and December 31, 2025), issued and outstanding. As discussed in Note 12 — Equity-Based Compensation, Class B Units were issued under the Company’s LLC Equity Incentive Plan (the \"LLC Equity Incentive Plan\") and are subject to a participation threshold, and are earned over the requisite service period.

At-the-Market Offering

On July 19, 2023, the Company entered into a distribution agreement with Citigroup Global Markets Inc. and Moelis & Company LLC to establish an ATM Program, and on July 31, 2024, the Company refreshed the ATM Program by entering into an Amended and Restated Distribution Agreement with Barclays Capital Inc., Citigroup Global Markets Inc., Moelis & Company LLC, and Virtu Americas LLC. On February 19, 2025, the Company further refreshed the ATM Program by entering into a Second Amended and Restated Distribution Agreement with Barclays Capital Inc., Citigroup Global Markets Inc., and Virtu Americas LLC. Under the ATM Program, the Company could sell up to the greater of (i) shares of Class A common stock representing an aggregate offering price of $1.0 billion, or (ii) an aggregate of 105 million shares of Class A common stock (giving effect to the Stock Split), from time to time. As of September 30, 2026, $461 million of aggregate offering price remained available to be sold under the ATM Program. The Company has used the net proceeds from the ATM Program to purchase Class A Units. There can be no assurance that the Company will sell further shares of Class A common stock through the ATM Program.

There was no activity pursuant to the ATM Program during the three and nine months ended September 30, 2026. During the three and nine months ended September 30, 2025, the Company issued 7.4 million shares with a weighted average issuance price per share of $72.99 for gross proceeds of $539 million and incurred $3 million of commissions and other offering expenses.

Exchange Agreement

Carvana Co. and the Original LLC Unitholders together with any holders of LLC Units issued subsequent to the IPO (together, the \"LLC Unitholders\") entered into an Exchange Agreement under which each LLC Unitholder (and certain permitted transferees thereof) may receive shares of the Company's Class A common stock in exchange for their LLC Units on a four-to-five conversion ratio, or cash at the option of the Company, subject to (i) conversion ratio adjustments for stock splits, stock dividends, reclassifications and similar transactions, (ii) vesting for certain LLC Units, and (iii) the respective participation threshold for Class B Units. To the extent such owners also hold Class B common stock, they are required to deliver to Carvana Co. a number of shares of Class B common stock equal to the number of shares of Class A common stock being exchanged for. Any shares of Class B common stock so delivered are canceled. The number of exchangeable Class B Units is determined based on the value of Carvana Co.'s Class A common stock and the applicable participation threshold. Finally, in connection with each exchange, in order to preserve the required four-to-five ratio between the number of shares of Class A common stock issued and outstanding by Carvana Co. and the number of Class A Units owned by Carvana Co., an equivalent number of LLC units to the LLC units exchanged are issued to Carvana Co.

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The exchanges affected pursuant to the Exchange Agreement during the three and nine months ended September 30, 2026 and 2025 were as follows:


	Three Months Ended September 30,	Nine Months Ended September 30,
	2026	2025		2026	2025

	(in thousands)
LLC Units exchanged by certain LLC Unitholders	—		14,803		166	20,255
Shares of Class B common stock retired	—		11,725		—	15,000
Newly issued Class A common stock	—		11,841		133	16,194
LLC Units received by Carvana Co.	—		14,801		166	20,242

Class A Non-Convertible Preferred Units

In accordance with the Carvana Group, LLC amended and restated LLC Agreement, and in connection with the issuance of senior debt by Carvana Co., Carvana Group, LLC is authorized to issue Class A Non-Convertible Preferred Units to Carvana Co. In each case, the consideration for the capital contribution made or deemed to have been made by Carvana Co. is equal to the net proceeds of notes issuances. As of September 30, 2026 and December 31, 2025, Carvana Co. held 4.0 million of Class A Non-Convertible Preferred Units in both periods.

When Carvana Co. makes payments on the Senior Unsecured Notes and Senior Secured Notes (collectively the \"Senior Notes\"), Carvana Group makes an equal cash distribution, as necessary, to the Class A Non-Convertible Preferred Units. For each $1,000 principal amount of Senior Notes that Carvana Co. repays or otherwise retires, one Class A Non-Convertible Preferred Unit is canceled and retired.

During both of the three and nine months ended September 30, 2026, the Company cancelled and retired 1.66 million of Class A Non-Convertible Preferred Units in conjunction with the voluntary redemption of the 2030 Senior Secured Notes and issued 1.66 million of Class A Non-Convertible Preferred Units in conjunction with the incurrence of the Term Loan B.

During the three and nine months ended September 30, 2025, the Company canceled and retired 0.56 million and 0.61 million of Class A Non-Convertible Preferred Units, respectively, in conjunction with the voluntary redemption and the open market repurchases of the 2028 Senior Secured Notes and issued 0.15 million and 0.29 million of Class A Non-Convertible Preferred Units, respectively, in conjunction with the PIK interest payments the Company was required to make on February 15, 2025 and August 15, 2025.

Accumulated Other Comprehensive Income (\"AOCI\")

The following table summarizes the changes in AOCI, net of tax, which is reported as a component of stockholders' equity, during the three months ended September 30, 2026. As discussed in Note 17 — Fair Value of Financial Instruments, the interest rate swap was entered into during the three months ended September 30, 2026. As such, there was no activity in prior periods.


	Three Months Ended September 30,
	2026

	(in millions)
Opening balance	$	—
Other comprehensive income before reclassifications	12
Amounts reclassified from accumulated other comprehensive income	1
Ending balance	$	13

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following table summarizes the reclassifications out of AOCI during the three months ended September 30, 2026.


(In millions)	Amount Reclassified from AOCI		Tax Benefit	Net of Tax
Losses on cash flow hedge:
Interest rate swap	$	(1)		$	—	$	(1)
Total reclassifications for the period	$	(1)		$	—	$	(1)

NOTE 11 — NON-CONTROLLING INTERESTS

As discussed in Note 1 — Business Organization, Carvana Co. consolidates the financial results of Carvana Group and reports a non-controlling interest related to the portion of Carvana Group owned by the LLC Unitholders. Changes in the ownership interest in Carvana Group while Carvana Co. retains its controlling interest will be accounted for as equity transactions. Exchanges of LLC Units result in a change in ownership and reduce the amount recorded as non-controlling interests and increase additional paid-in capital.

Upon the issuance of shares of Class A common stock by Carvana Co. related to the Company's equity compensation plans such as the exercise of options, issuance of restricted or non-restricted stock, payment of bonuses in stock or settlement of stock appreciation rights in stock, Carvana Group is required to issue to Carvana Co. a number of Class A Units equal to 1.25 times the number of shares of Class A common stock being issued in connection with the exercise of such options or issuance of other types of equity compensation, subject to adjustment for stock splits, stock dividends, reclassifications, and similar transactions. Activity related to the Company's equity compensation plans may result in a change in ownership which will impact the amount recorded as non-controlling interest and additional paid-in capital.

The non-controlling interest related to the Class B Units is determined based on the respective participation thresholds and the share price of Class A common stock on an as-converted basis. To the extent that the number of as-converted Class B Units change or Class B Units are forfeited, the resulting difference in ownership will be accounted for as equity transactions adjusting the non-controlling interest and additional paid-in capital.

During the nine months ended September 30, 2026 and 2025, the total adjustments related to exchanges of LLC Units and non-controlling interest related to restricted stock unit (\"RSU\") vesting and stock option (\"NQSO\") exercises were a decrease in non-controlling interests and a corresponding increase in additional paid-in capital of $9 million and $20 million, respectively, which have been included in exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises in the accompanying unaudited condensed consolidated statements of stockholders' equity.

During the three and nine months ended September 30, 2025, Carvana Co. utilized the net proceeds from its equity offerings to purchase LLC Units, which resulted in net adjustments to increase non-controlling interests and to decrease additional paid-in capital by $187 million, which have been included in non-controlling interests related to equity offerings in the accompanying unaudited condensed consolidated statements of stockholders' equity.

As of September 30, 2026, Carvana Co. owned approximately 65.1% of Carvana Group with the LLC Unitholders owning the remaining 34.9%. The net income attributable to the non-controlling interests on the accompanying unaudited condensed consolidated statements of operations represents the portion of the net income attributable to the economic interest in Carvana Group held by the non-controlling LLC Unitholders calculated based on the weighted average non-controlling interests' ownership during the periods presented.

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	Nine Months Ended September 30,
	2026		2025

	(in millions)
Transfers from (to) non-controlling interests:
Decrease as a result of issuances of Class A and B common stock	$	—			$	(187)

Increase as a result of exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises	9			20


Total transfers from (to) non-controlling interests	$	9			$	(167)

NOTE 12 — EQUITY-BASED COMPENSATION

Equity-based compensation is recognized based on amortizing the grant-date fair value on a straight-line basis over the requisite service period, which is generally the vesting period of the award, less actual forfeitures. A summary of equity-based compensation recognized during the three and nine months ended September 30, 2026 and 2025 is as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025

	(in millions)

Restricted Stock Units	$	25			$	22		$	76	$	69

Options	2			5			10		14

Total equity-based compensation	27			27			86		83
Equity-based compensation capitalized to property and equipment	(2)			(2)			(7)		(6)
Equity-based compensation capitalized to inventory	(1)			(1)			(3)		(3)
Equity-based compensation, net of capitalized amounts	$	24			$	24		$	76	$	74

During the three months ended September 30, 2026 and 2025, the Company capitalized $2 million during each period of equity-based compensation to property and equipment related to software development and $1 million during each period to inventory related to reconditioning and inbound transportation of vehicles. During the nine months ended September 30, 2026 and 2025, the Company capitalized $7 million and $6 million, respectively, of equity-based compensation to property and equipment related to software development and $3 million during each period to inventory related to reconditioning and inbound transportation of vehicles.

Equity-based compensation expense in cost of sales was $1 million and less than $1 million during the three months ended September 30, 2026 and 2025, respectively, and $3 million and $2 million during the nine months ended September 30, 2026 and 2025, respectively. Equity-based compensation expense in selling, general and administrative expense was $24 million during each of the three months ended September 30, 2026 and 2025 and $75 million and $74 million during the nine months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026, the total unrecognized equity-based compensation related to outstanding awards was $204 million, which the Company expects to recognize over a weighted-average period of approximately 2.7 years. Total unrecognized equity-based compensation will be adjusted for actual forfeitures.

2026 Omnibus Incentive Plan

On May 5, 2026, following stockholder approval at the Company's 2026 Annual Shareholder Meeting, the Company adopted the 2026 Omnibus Incentive Plan (the \"2026 Incentive Plan\") which superseded and replaced the 2017 Omnibus Incentive Plan (the \"2017 Incentive Plan\"). Pursuant to the terms of the 2026 Incentive Plan, no new awards have been made under the 2017 Incentive Plan since May 5, 2026, and no new awards will be made thereafter. However, the 2017 Incentive Plan remains in effect solely with respect to awards previously granted thereunder until such awards have been exercised,

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

forfeited, canceled, or have otherwise expired or terminated in accordance with their terms. Any shares of Class A common stock that remained available for new awards under the 2017 Incentive Plan immediately prior to May 5, 2026 became available for issuance under the 2026 Incentive Plan. In addition, any shares underlying awards outstanding under the 2017 Incentive Plan that subsequently expire, are forfeited, or terminate without having been exercised or settled in full become available for issuance under the 2026 Incentive Plan. The number of shares authorized for issuance under the 2026 Incentive Plan is subject to an automatic annual increase of the lesser of two percent of the Company's outstanding Class A common stock or an amount determined by the Compensation and Nominating Committee of the Board. As of September 30, 2026, 98.5 million shares remained available for future equity-based award grants under the 2026 Incentive Plan.

Employee Stock Purchase Plan

In May 2021, the Company adopted an employee stock purchase plan (the \"ESPP\"), which went into effect on July 1, 2021. The ESPP allows substantially all employees, excluding members of senior management, to acquire shares of the Company's Class A common stock through payroll deductions over six-month offering periods, commencing on January 1 and July 1 of each year. The per share purchase price is equal to 90% of the fair market value of a share of the Company's Class A common stock on the last day of the offering period. Participant purchases are limited to maximums that may vary between $10,000 and $25,000 of stock per calendar year. The Company is authorized to grant up to 2.5 million shares of Class A common stock under the ESPP.

During the nine months ended September 30, 2026 and 2025, the Company issued 22,094 and 15,440 shares of Class A common stock and as of September 30, 2026, 1.8 million shares of Class A common stock remained available for future issuance. During each of the three and nine months ended September 30, 2026 and 2025, the Company recognized less than $1 million of equity-based compensation expense related to the ESPP.

Class A Units

During 2018, the Company granted certain employees Class A Units with service-based vesting over two- to four-year periods and a grant-date fair value of $3.72 per Class A Unit. The grantees entered into the Exchange Agreement under which each LLC Unitholder (and certain permitted transferees thereof) may receive shares of the Company's Class A common stock in exchange for their LLC Units on a four-to-five conversion ratio, or cash at the option of the Company, subject to conversion ratio adjustments for stock splits, stock dividends, reclassifications, and similar transactions and subject to vesting.

Class B Units

In March 2015, Carvana Group adopted the LLC Equity Incentive Plan. Under the LLC Equity Incentive Plan, Carvana Group could grant Class B Units to eligible employees, non-employee officers, consultants and directors with service-based vesting, typically four to five years. In connection with the completion of the IPO, Carvana Group discontinued the grant of new awards under the LLC Equity Incentive Plan, however the LLC Equity Incentive Plan will continue in connection with administration of existing awards that remain outstanding. Grantees may receive shares of the Company's Class A common stock in exchange for Class B Units on a four-to-five conversion ratio, or cash at the option of the Company, subject to conversion ratio adjustments for stock splits, stock dividends, reclassifications, and similar transactions and subject to vesting and the respective participation threshold for Class B Units. Class B Units do not expire. There were no Class B Units issued during the three and nine months ended September 30, 2026 or 2025. As of September 30, 2026, outstanding Class B Units had participation thresholds between $0.00 to $2.40.

NOTE 13 — NET EARNINGS PER SHARE

Basic and diluted net earnings per share is computed by dividing the net earnings attributable to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Diluted net earnings per share is computed by giving effect to all potentially dilutive shares. Potentially dilutive shares have been excluded from the computation of diluted net earnings per share when their effect is anti-dilutive. Net earnings for all periods presented is attributable only to Class A common stockholders, due to no activity related to convertible preferred stock during those periods. All amounts have been adjusted to give retroactive effect to the Stock Split for all periods presented.

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following table presents the calculation of basic and diluted net earnings per share during the three and nine months ended September 30, 2026 and 2025:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025

	(in millions, except number of shares, which are reflected in thousands, and per share amounts)
Numerator:
Net income	$	483			$	263		$	1,401	$	944
Net income attributable to non-controlling interests	194			112			552		394
Net income attributable to Carvana Co. Class A common stockholders - basic and diluted	$	289			$	151		$	849	$	550



Denominator:


Weighted-average shares of Class A common stock outstanding - basic	720,857		696,066		717,456		681,236
Dilutive effect of Class A common shares:
Stock Options (1)	12,446		15,172		12,780		16,359
Restricted Stock Units (1)	6,607		20,136		9,815		22,906


Weighted-average shares of Class A common stock outstanding - diluted	739,910		731,374		740,051		720,501


Net earnings per share of Class A common stock - basic	$	0.40			$	0.22		$	1.18	$	0.81
Net earnings per share of Class A common stock - diluted	$	0.39			$	0.21		$	1.15	$	0.76

(1) Calculated using the treasury stock method, if dilutive.

Shares of Class B common stock do not share in the losses or income of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net earnings per share of Class B common stock under the two-class method has not been presented.

The following table presents potentially dilutive securities, as of the end of the period, excluded from the computations of diluted net earnings per share of Class A common stock for the three and nine months ended September 30, 2026 and 2025:


	Three Months Ended September 30,	Nine Months Ended September 30,
	2026	2025		2026	2025

	(in thousands)
Stock Options (1)	—		—		—	458
Restricted Stock Units (1)	784		4		796	24
Class A Units (2)	380,647		383,683		380,674	391,493
Class B Units (2)	6,484		6,683		6,488	7,098

(1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive.

(2) Represents the weighted-average as-converted LLC units that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive.

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

NOTE 14 — INCOME TAXES

As described in Note 1 — Business Organization and Note 10 — Stockholders' Equity, as a result of the IPO, Carvana Co. began consolidating the financial results of Carvana Group. Carvana Group is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Carvana Group is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Carvana Group is passed through to and included in the taxable income or loss of its members (LLC Unitholders), including Carvana Co., based on its allocable share held in Carvana Group. Nonetheless, many states require that partnerships make mandatory tax payments on behalf of members who are non-residents of the respective states. Accordingly, if Carvana Group generates taxable income and is required to remit income tax on behalf of its members, it will make payments to the states through composite tax returns and non-resident withholding. These payments are treated as distributions to the affected members because the amounts remitted are a payment of income tax on behalf of the affected members. Payments on behalf of non-controlling members of less than $1 million for each of the three months ended September 30, 2026 and 2025, and $4 million for each of the nine months ended September 30, 2026 and 2025, are included as reductions to the non-controlling interests in the accompanying unaudited condensed consolidated statements of stockholders' equity. Payments on behalf of Carvana Co. Sub LLC are recorded through the income tax provision in the accompanying unaudited condensed consolidated statements of operations.

As described in Note 10 — Stockholders' Equity, the Company acquires LLC Units in connection with exchanges with LLC Unitholders. During the three months ended September 30, 2026 and 2025, the Company recognized a gross deferred tax asset of zero and $208 million, respectively, and $2 million and $275 million during the nine months ended September 30, 2026 and 2025, respectively, associated with the difference in basis in its investment in Carvana Group related to these acquisitions of LLC Units. Additionally, as described in Note 10 — Stockholders' Equity, the Company issued shares under the ATM Program and utilized the proceeds from the issuance of Class A common stock to purchase Class A Units in Carvana Group. During the three and nine months ended September 30, 2025, the Company recognized a gross deferred tax asset of $1 million associated with the difference in basis in its investment in Carvana Group related to these acquisitions of LLC Units.

The Company recognizes uncertain income tax positions when it is more-likely-than-not the position will be sustained upon examination. As of September 30, 2026 and December 31, 2025, the Company has not identified any uncertain tax positions and has not recognized any related reserves.

The Company's effective tax rates for the three months ended September 30, 2026 and 2025 were 12.5% and (1.5)%, respectively, and for the nine months ended September 30, 2026 and 2025 were 10.9% and (0.2)%, respectively. The Company's tax provision for interim periods is determined by using an estimated annual effective tax rate based on anticipated blended federal and state income tax rates, adjusted for discrete items arising in that quarter. Each quarter, the Company updates the estimated annual effective tax rate and makes a year-to-date adjustment to the provision. The increase in its effective tax rate was primarily due to the impact of releasing the valuation allowance on its deferred tax assets in the fourth quarter of 2025. The Company's effective tax rate for the three and nine months ended September 30, 2026 differed from the expected U.S. federal statutory rate of 21% primarily due to income attributable to non-controlling interests and excess tax benefits related to stock-based compensation.

Tax Receivable Agreement

Carvana Co. expects to obtain an increase in its share of the tax basis in the net assets of Carvana Group when LLC Units are exchanged by the LLC Unitholders and other qualifying transactions. As described in Note 10 — Stockholders' Equity, each change in outstanding shares of Class A common stock results in a corresponding increase or decrease in Carvana Co.'s ownership of LLC Units. The Company intends to treat any exchanges of LLC Units as direct purchases of LLC interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that Carvana Co. would otherwise pay in the future to various taxing authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

In connection with the IPO, the Company entered into a TRA. Under the TRA, the Company generally will be required to pay to the LLC Unitholders 85% of the amount of cash savings, if any, in U.S. federal, state or local tax that the Company actually realizes directly or indirectly (or are deemed to realize in certain circumstances) as a result of (i) certain tax attributes created as a result of any sales or exchanges (as determined for U.S. federal income tax purposes) to or with the Company of their interests in Carvana Group for shares of Carvana Co.'s Class A common stock or cash, including any basis adjustment relating to the assets of Carvana Group and (ii) tax benefits attributable to payments made under the TRA (including imputed

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

interest). The Company expects to benefit from the remaining 15% of any tax benefits that it may actually realize. To the extent that the Company is unable to timely make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid.

If the Internal Revenue Service or a state or local taxing authority challenges the tax basis adjustments that give rise to payments under the TRA and the tax basis adjustments are subsequently disallowed, the recipients of payments under the agreement will not reimburse the Company for any payments the Company previously made to them. Any such disallowance would be taken into account in determining future payments under the TRA and would, therefore, reduce the amount of any such future payments. Nevertheless, if the claimed tax benefits from the tax basis adjustments are disallowed, the Company’s payments under the TRA could exceed its actual tax savings, and the Company may not be able to recoup payments under the TRA that were calculated on the assumption that the disallowed tax savings were available.

The TRA provides that if (i) certain mergers, asset sales, other forms of business combinations, or other changes of control were to occur, (ii) there is a material breach of any material obligations under the TRA; or (iii) the Company elects an early termination of the TRA, then the TRA will terminate and the Company's obligations, or the Company's successor’s obligations, under the TRA will accelerate and become due and payable, based on certain assumptions, including an assumption that the Company would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the TRA and that any LLC Units that have not been exchanged are deemed exchanged for the fair market value of the Company's Class A common stock at the time of termination.

As of September 30, 2026 and December 31, 2025, the Company recorded a TRA liability of $2.2 billion and $2.3 billion, respectively, of which $1.7 billion each period is due to related parties. As of September 30, 2026 and December 31, 2025, $100 million and $37 million, respectively, are included in other current liabilities on the accompanying unaudited condensed consolidated balance sheets. During the nine months ended September 30, 2026 and 2025, the Company made TRA payments of $37 million and $17 million, respectively, of which $29 million and $13 million, respectively, was paid to related parties.

The following table presents a roll forward of the Company's TRA liability from December 31, 2025, the first period in which the remaining TRA liability was recorded, through September 30, 2026. Comparative roll forward information for the period from December 31, 2024 through September 30, 2025 has not been presented because the remaining TRA liability had not been recorded as of either period.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2026

	(in millions)
Beginning balance	$	2,229			$	2,265
Additions (Reductions) to TRA:

TRA payments	—			(37)
Accrued interest	1			2
Ending balance	2,230			2,230
Less: current portion	(100)			(100)
TRA liability, net of current portion	$	2,130			$	2,130

NOTE 15 — LEASES

The Company is party to various lease agreements for real estate and transportation equipment. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The Company also assesses whether each lease is an operating or finance lease at the lease commencement date. Rent expense of operating leases is recognized on a straight-line basis over the lease term and includes scheduled rent increases as well as amortization of tenant improvement allowances.

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Operating Leases

As of September 30, 2026, the Company is a tenant under various operating leases related to certain of its hubs, vending machines, inspection and reconditioning centers, auction locations, storage, parking, dealerships, and corporate offices. The initial terms expire at various dates between 2026 and 2039. Many of the leases include one or more renewal options ranging from one to twenty years and some contain purchase options. The Company leases and subleases certain of its real estate to third parties. Lease and sublease income for the three months ended September 30, 2026 and 2025 was $2 million and $3 million, respectively, and for the nine months ended September 30, 2026 and 2025 was $6 million and $7 million, respectively, and is included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

The Company's operating leases are included in operating lease right-of-use assets, other current liabilities, and operating lease liabilities on the accompanying unaudited condensed consolidated balance sheets.

Refer to Note 6 — Related Party Transactions for further discussion of operating leases with related parties.

Finance Leases

The Company has finance leases for certain equipment in its transportation fleet. The leases have initial terms of two to five years, some of which include extension options for up to four additional years and require monthly payments. The Company's finance leases are included in current portion of long-term debt and long-term debt on the accompanying unaudited condensed consolidated balance sheets.

Lease Costs and Activity

The Company's lease costs and activity during the three and nine months ended September 30, 2026 and 2025 were as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025

	(in millions)
Lease costs:
Finance leases:
Amortization of finance lease assets	$	23			$	24		$	71	$	70
Interest obligations under finance leases	2			2			6		7
Total finance lease costs	$	25			$	26		$	77	$	77

Operating leases:
Fixed lease costs to non-related parties	$	18			$	15		$	52	$	47
Fixed lease costs to related parties	1			—			3		2

Total operating lease costs	$	19			$	15		$	55	$	49

Cash payments related to lease liabilities included in operating cash flows:
Operating lease liabilities to non-related parties					$	79		$	74
Operating lease liabilities to related parties					$	2		$	2
Interest payments on finance lease liabilities					$	6		$	7

Cash payments related to lease liabilities included in financing cash flows:
Principal payments on finance lease liabilities					$	57		$	69

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Maturity Analysis of Lease Liabilities

The following table summarizes maturities of lease liabilities as of September 30, 2026:


			Operating Leases (1)
	Finance Leases		Related Party (2)		Non-Related Party		Total Operating	Total

	(in millions)
Remainder of 2026	$	21			$	1		$	29	$	30	$	51
2027	47			3			108		111	158
2028	20			3			100		103	123
2029	13			2			82		84	97
2030	8			1			72		73	81
Thereafter	—			1			193		194	194
Total minimum lease payments	109			11			584		595	704
Less: amount representing interest	(9)			(2)			(124)		(126)	(135)

Total lease liabilities	$	100			$	9		$	460	$	469	$	569

(1) Leases that are on a month-to-month basis, short-term leases, and lease extensions that the Company does not expect to exercise are not included.

(2) Related party lease payments exclude rent payments due under the DriveTime lease agreements for locations where the Company shares space with DriveTime, as those are variable lease payments contingent upon the Company's utilization of the leased assets.

As of September 30, 2026 and December 31, 2025, none of the Company's lease agreements contain material residual value guarantees or material restrictive covenants.

Lease Terms and Discount Rates

The weighted-average remaining lease terms and discount rates as of September 30, 2026 and 2025 were as follows, excluding short-term operating leases:


	As of September 30,
	2026		2025
Weighted-average remaining lease terms (years)
Operating leases	7.1		7.0
Finance leases	2.5		2.7
Weighted-average discount rate
Operating leases	7.2	%		7.4	%
Finance leases	6.5	%		6.2	%

NOTE 16 — COMMITMENTS AND CONTINGENCIES

Accrued Limited Warranty

As part of its retail strategy, the Company provides a 100-day or 4,189-mile limited warranty to customers to repair certain broken or defective components of each used vehicle sold. As such, the Company accrues for such repairs based on actual claims incurred to-date and repair reserves based on historical trends. The liability was $33 million and $25 million as of September 30, 2026 and December 31, 2025, respectively, and is included in accounts payable and accrued liabilities in the accompanying unaudited condensed consolidated balance sheets. The expense was $59 million and $40 million for the three

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

months ended September 30, 2026 and 2025, respectively, and $162 million and $111 million for the nine months ended September 30, 2026 and 2025, respectively, and is included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations.

Purchase Obligations

The Company has purchase obligations for certain customary services related to operating a wholesale auction business of $65 million in aggregate over the next three years, as of September 30, 2026. These purchase obligations are recorded as liabilities when the services are rendered.

Legal Matters

From time to time, the Company is involved in various claims, legal actions, and governmental inquiries. For example, the Company is currently a party to legal and regulatory disputes, including intellectual property disputes and putative class action lawsuits, alleging, among other things, patent infringement, the violation of federal securities laws and state laws regarding consumer protection, stockholders' rights, labor and employment, and the titling and registration of vehicles sold to its customers. These disputes include, but are not limited to Dana Jennings, et al. v. Carvana, LLC, United States District Court for the Eastern District of Pennsylvania (Case No. 5:21-cv-05400-EGS) and Syretta Harvin et al. v. Carvana, LLC et al., United States District Court for the Eastern District of Pennsylvania (Case No. 2:23-cv-02068-MRP).

Carvana, LLC v. IBM Corp., United States District Court for the Southern District of New York (Case No. 7:23-cv-08616-KMK-VR) and Saleem Erakat v. Carvana Operations HC LLC, N.D. Cal. (Case No. 3:26-cv-00263-AGT) were settled for immaterial amounts during the nine months ended September 30, 2026.

Additionally, the Attorney General offices of various states, from time to time, conduct inquiries regarding the Company's inspection, reconditioning, advertising, sale, delivery, titling, registration, lending practices, and post-sale service of retail vehicles. The Company works closely with government agencies to respond to these requests and fully cooperates with any such inquiries, which if not amicably resolved, have resulted, and may again result in state Attorney General offices filing claims against the Company.

Securities Class Action

On August 3, 2022, a putative class action complaint titled John Brent v. Carvana Co., et al. was filed in the United States District Court for the District of New Jersey against the Company and certain of the Company's executive officers. The complaint was filed on behalf of a purported class of stockholders and asserts violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the \"Exchange Act\") and Rule 10b-5. The complaint sought unspecified damages and an award of fees, costs, and expenses. On September 29, 2022, a second putative class action complaint titled Rodeo Collection Ltd. v. Carvana Co., et al. was filed in the United States District Court for the District of New Jersey, alleging similar claims, and seeking the same form of relief. The two cases were then consolidated and subsequently transferred to the United States District Court for the District of Arizona (the \"Arizona District Court\") as In re Carvana Co. Securities Litigation, United States District Court for the District of Arizona (Case No. CV-22-2126-PHX-MTL). On February 14, 2023, a consolidated complaint was filed in the Arizona District Court, alleging new claims for violation of Section 20A of the Exchange Act and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended (the \"Securities Act\"), and naming as new defendants certain Carvana directors, officers, and underwriters. The Arizona District Court granted the Company's motion to dismiss the consolidated complaint on February 29, 2024 and gave the plaintiff leave to file an amended complaint, which was filed on March 29, 2024. On December 16, 2024, the Company's motion to dismiss the consolidated complaint, as amended, was granted with respect to alleged violations of Section 20A of the Exchange Act and Section 12(a)(2) of the Securities Act, granted in part and denied in part with respect to alleged violations of Section 10(b) and Rule 10b-5 of the Exchange Act and Section 11 of the Securities Act, and denied with respect to alleged violations of Section 20(a) of the Exchange Act and Section 15 of the Securities Act. On April 6, 2026, the plaintiff filed a motion for class certification, which Carvana opposed and the Court has not yet ruled on. The Company is engaged in discovery and intends to continue vigorously defending the remaining claims under this action in all respects. At this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

As of September 30, 2026 and December 31, 2025, the Company had an accrual for unresolved legal matters, including, if applicable, those discussed above, of $11 million and $14 million, respectively. The accrual is classified in accounts payable and accrued liabilities in the accompanying unaudited condensed consolidated balance sheets and selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. If an unfavorable ruling or development were to occur, there exists the possibility of a material adverse impact on the Company's business, results of operations, financial condition or cash flows.

Future litigation may be necessary to defend the Company and its partners by determining the scope, enforceability and validity of third party proprietary rights or to establish its proprietary rights. The results of any current or future litigation or government inquiries cannot be predicted with certainty, and regardless of the outcome, litigation and government inquiries can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors.

NOTE 17 — FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company holds certain assets that are required to be measured at fair value on a recurring basis, and beneficial interests in securitizations for which it elected the fair value option. A description of the fair value hierarchy and the Company's methodologies are included in Note 2 — Summary of Significant Accounting Policies in its most recent Annual Report on Form 10-K.

The following tables are a summary of fair value measurements and hierarchy level at September 30, 2026 and December 31, 2025:


	September 30, 2026
	Carrying Value		Level 1	Level 2		Level 3

	(in millions)
Assets:
Money market funds	$	7		$	7		$	—	$	—

Beneficial interests in securitizations	$	557		$	—		$	—	$	557

Warrants	$	14		$	—		$	—	$	14
Interest rate swap	$	17		$	—		$	17	$	—


	December 31, 2025
	Carrying Value		Level 1	Level 2		Level 3

	(in millions)
Assets:
Money market funds	$	1,297		$	1,297		$	—	$	—

Beneficial interests in securitizations	$	486		$	—		$	—	$	486

Warrants	$	58		$	—		$	—	$	58

Money Market Funds

Money market funds consist of highly liquid investments with original maturities of three months or less and are classified in cash and cash equivalents and restricted cash in the accompanying unaudited condensed consolidated balance sheets.

Beneficial Interests in Securitizations

Beneficial interests in securitizations include rated notes and certificates of the securitization trusts, the same securities as issued to other investors as described in Note 8 — Securitizations and Variable Interest Entities. Beneficial interests in

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

securitizations are initially treated as Level 2 assets when the securitization transaction occurs in close proximity to the end of the period and there is a lack of observable changes in the economic inputs. When the securitization transaction does not occur in close proximity to the end of the period and there have been observable changes in the economic inputs, beneficial interests in securitizations are classified as Level 3.

The Company's beneficial interests in securitizations include rated notes and certificates and other assets, all of which are classified as Level 3 due to the lack of observable market data. The Company determines the fair value of its rated notes based on non-binding broker quotes. The non-binding broker quotes are based on models that consider the prevailing interest rates, recent market transactions, and current business conditions. The Company determines the fair value of its certificates and other assets using a combination of non-binding market quotes and internally developed discounted cash flow models. The discounted cash flow models use discount rates based on prevailing interest rates and the characteristics of the specific instruments. As of September 30, 2026 and December 31, 2025, the range of discount rates were 5.7% to 10.0% and 5.2% to 10.0%, respectively, and the weighted average of discount rates were 9.2% and 9.0%, respectively. Significant increases or decreases in the inputs to the models could result in a significantly higher or lower fair value measurement. The Company elected the fair value option on its beneficial interests in securitizations, which allows it to recognize changes in the fair value of these assets in the period the fair value changes. Changes in the fair value of the beneficial interests in securitizations are reflected in other expense, net in the accompanying unaudited condensed consolidated statements of operations.

For beneficial interests in securitizations measured at fair value on a recurring basis, the Company's transfers between levels of the fair value hierarchy are deemed to have occurred at the beginning of the reporting period on a quarterly basis. There were no transfers out of Level 3 during the three and nine months ended September 30, 2026 or 2025.

The Company sells certain of its beneficial interests in securitizations that are not required to be retained by the Risk Retention Rules. For the three and nine months ended September 30, 2026, the Company sold zero and $29 million, respectively, in beneficial interests in securitizations. For the three and nine months ended September 30, 2025, the Company did not sell any beneficial interests in securitizations.

The following table presents additional information about Level 3 beneficial interests in securitizations measured at fair value on a recurring basis for the three and nine months ended September 30, 2026 and 2025:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025

	(in millions)
Opening Balance	$	502			$	466		$	486	$	464

Received in securitization transactions	113			71			266		173
Payments received	(65)			(55)			(178)		(159)
Change in fair value	7			4			12		8
Sales of beneficial interests	—			—			(29)		—
Ending Balance	$	557			$	486		$	557	$	486

Warrants

Root Warrants

In October 2021, the Company purchased Series A convertible preferred shares in Root, Inc. (\"Root\"), an equity security that does not have a readily determinable fair value. The Company elected to measure this investment using a measurement alternative pursuant to the accounting standards and recorded the investment at its cost of $126 million, which will subsequently be adjusted for observable price changes. The Company considered all relevant transactions since the date of its investment and has not recorded any impairments or upward or downward adjustments to the carrying amount of its investment in Root, as there have not been changes in the observable price of its equity interest through September 30, 2026.

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

Also in October 2021, the Company entered into a commercial agreement with Root, under which the Root auto insurance products were embedded into the Company's e-commerce platform. In accordance with the provisions of the commercial agreement, the Company received eight tranches of warrants to purchase shares of Root's Class A common stock (the \"Original Root Warrants\"). Three tranches of Original Root Warrants, for 2.4 million, 3.2 million, and 1.6 million shares of Root's Class A common stock, respectively, expired on September 1, 2025. Also on September 1, 2025, a fourth tranche of Original Root Warrants for 1.4 million shares of Root's Class A common stock became exercisable and on February 28, 2026, a fifth tranche of Original Root Warrants for 1.5 million shares of Root's Class A common stock became exercisable, both upon achievement of certain insurance sales metrics through the integrated auto insurance solution embedded into the Company's e-commerce platform. These five tranches (collectively, the \"Original Long-Term Warrants\") were considered derivative instruments and were scheduled to expire September 1, 2027.

On August 31, 2026, the Company entered into a series of agreements with Root to exchange the Original Long-Term Warrants and extend the term of the commercial agreement (collectively, the \"2026 Warrant Exchange\"). Pursuant to a Warrant Cancellation and Exchange Agreement, the Company surrendered, and Root cancelled, all five tranches of the Original Long-Term Warrants, including the two tranches that had previously become exercisable, representing an aggregate of approximately 7.2 million shares of Root’s Class A common stock, in exchange for a new common stock purchase warrant entitling the Company to purchase up to 1.5 million shares of Root's Class A common stock (the \"New Root Warrants\"). The New Root Warrants are comprised of five tranches of 305,112 shares, each of which vest cumulatively upon the achievement of certain insurance sales metrics through the integrated auto insurance solution embedded into the Company's e-commerce platform. The New Root Warrants are considered derivative instruments and expire August 31, 2028, subject to certain exceptions.

The Company evaluated the 2026 Warrant Exchange under Accounting Standards Codification 606, Revenue from Contracts with Customers (\"ASC 606\") and concluded that it represents a modification of the Company's existing contract with Root rather than a termination of that contract. Accordingly, the 2026 Warrant Exchange was accounted for prospectively and the Company's unamortized deferred revenue associated with the Long-Term Warrants immediately prior to the modification was combined with the fair value of the New Root Warrants on the modification date, and the resulting balance is being recognized as revenue on a straight-line basis over the New Root Warrant's remaining two-year term. Separately, the cancellation of the Original Long-Term Warrants and issuance of the New Root Warrants were accounted for as a derecognition of the Original Long-Term Warrants derivative asset at its fair value immediately prior to cancellation and a recognition of a new derivative asset for the New Root Warrants at its fair value on the issuance date, with a resulting loss of $11 million recognized in other expense, net during the three months ended September 30, 2026.

Through June 30, 2025, the Company used a Monte Carlo simulation to estimate the fair value of the Original Root Warrants. The expiration of the first three tranches of Original Root Warrants on September 1, 2025 eliminated the prior interdependencies between the different tranches of Original Root Warrants. After September 2025, and through the 2026 Warrant Exchange, the Company used a Black-Scholes model to estimate the fair value of the Original Long-Term Warrants, which were classified as Level 3. In connection with the 2026 Warrant Exchange, the Company continued to estimate the fair value of the New Root Warrants using a Black-Scholes model. The primary unobservable input utilized in determining the fair value of the Original Long-Term Warrants and the New Root Warrants was the expected volatility of Root's Class A common stock, which was implied from the historical volatility of such common stock. As of September 30, 2026 and 2025, the expected volatility utilized in the valuations were 85% and 100%, respectively.

At contract inception, the Company recognized an asset of $30 million for the Original Root Warrants and deferred revenue, classified in other assets and other liabilities, respectively. In 2022, the Company determined it was probable that the volume of insurance products required to earn the Original Root Warrants would be achieved and recorded an additional $75 million of Original Root Warrants and deferred revenue based on the contract inception date fair value as determined by the Monte Carlo simulation applied as of such date. In connection with the 2026 Warrant Exchange, the Company recorded additional deferred revenue of $19 million, representing the fair value of the New Root Warrants on the modification date, in accordance with the prospective modification accounting. As of September 30, 2026 and December 31, 2025, the deferred revenue balance was $39 million and $36 million, respectively. During each of the three months ended September 30, 2026 and 2025, the Company recognized $5 million in Root Warrant revenue. During each of the nine months ended September 30, 2026 and 2025, the Company recognized $16 million in Root Warrant revenue. The deferred revenue is recognized over the expected contract performance period within other sales and revenues in the accompanying unaudited condensed consolidated statements of operations.

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

The following table presents changes in the Company's Level 3 Original Long-Term Warrants and New Root Warrants measured at fair value:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025

	(in millions)
Opening balance	$	11			$	243		$	56	$	120
Cancellation of Original Root Warrants	(11)			—			(11)		—
New Root Warrants to acquire Root's Class A common stock	19			—			19		—
Unrealized (loss) gain	(5)			(120)			(50)		3
Ending balance	$	14			$	123		$	14	$	123

In relation to the Original Long-Term Warrants and New Root Warrants, the Company recognized decreases in fair value of $5 million and $120 million during the three months ended September 30, 2026 and 2025, respectively, and a decrease in fair value of $50 million and an increase in fair value of $3 million during the nine months ended September 30, 2026 and 2025, respectively, which are included in other expense, net in the accompanying unaudited condensed consolidated statements of operations.

Interest Rate Swap

The Company is exposed to variability in its interest payments on its Term Loan B facility, which bears interest at a floating rate based on one-month Term SOFR. To manage this exposure, the Company entered into an interest rate swap, under which the Company pays a fixed rate of 4.055% and receives one-month Term SOFR, economically converting a portion of its floating-rate interest payments to a fixed rate. The Company has designated the swap as a cash flow hedge of the variability in cash flows attributable to changes in one-month Term SOFR on the forecasted interest payments on the Term Loan B. The swap has an initial notional amount of $1.660 billion, which amortizes by $4 million each quarter beginning March 31, 2027 to a final notional amount of $1.635 billion, and terminates on July 31, 2028. Because the swap terminates prior to the maturity of the Term Loan B, the hedging relationship is a partial-term hedge, and the Company has designated as hedged only those interest payments occurring through July 31, 2028. The Company's obligations under the agreement are secured by the same collateral and guaranteed by the same guarantors that secure and guarantee the Term Loan B.

The Company determines the fair value of the interest rate swap using a discounted cash flow model with observable market inputs, including the forward one-month Term SOFR curve and discount factors derived from the SOFR curve, adjusted for non-performance risk. Because the significant inputs are observable, the measurement is classified as Level 2. Amounts recorded in AOCI are reclassified into interest expense, net in the same periods in which the hedged interest payments affect earnings, and the Company estimates that approximately $7 million of gains currently recorded in AOCI will be reclassified into interest expense over the next twelve months. The Company transacted the swap with a single counterparty, a major financial institution, and is therefore exposed to a concentration of credit risk with respect to that counterparty. The Company monitors the counterparty's credit standing and does not currently anticipate non-performance.

The notional and fair value of the interest rate swap as of September 30, 2026 was as follows:


(In millions)	Notional Amount		Balance Sheet Location	Asset	Liability
Interest rate swap - cash flow hedge	$	1,660		Other current assets and other assets	$	17	$	—

The effect of the interest rate swap on comprehensive income and earnings for the three and nine months ended September 30, 2026 was as follows:

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2026

	(in millions)
Gain recognized in other comprehensive income, pre-tax	$	16		$	16
Loss reclassified from AOCI into interest expense, net, pre-tax	$	(1)		$	(1)
Total interest expense, net in which reclassified amounts are recorded	$	98		$	298

Fair Value of Financial Instruments

The carrying amounts of restricted cash, accounts receivable, accounts payable and accrued liabilities, and accounts payable to related party approximate fair value due to their respective short-term maturities. The carrying value of the short-term revolving facilities was determined to approximate fair value due to their short-term duration and variable interest rates that approximate prevailing interest rates as of each reporting period. The carrying value of sale leasebacks was determined to approximate fair value as each of the transactions were entered into at prevailing interest rates during each respective period and they have not materially changed as of or during the periods ended September 30, 2026 and December 31, 2025. The carrying value of the financing of beneficial interests in securitizations was determined to approximate fair value because in the event of a decline in the fair value of the pledged collateral of the financing, the repurchase price of the pledged collateral will be increased by the amount of the decline.

The fair value of the Senior Notes and the Term Loan B, which are not carried at fair value on the accompanying unaudited condensed consolidated balance sheets, was determined using Level 2 inputs based on quoted market prices for the identical liability. The fair value of the Senior Notes and the Term Loan B as of September 30, 2026 and December 31, 2025 were as follows:


	September 30, 2026		December 31, 2025

	(in millions)
Senior Notes
Carrying value, net of unamortized debt issuance costs and unamortized premium	$	2,371		$	4,025
Fair value	$	2,543		$	4,403
Term Loan B
Carrying value, net of unamortized debt issuance costs and original issue discount	$	1,639		$	—
Fair value	$	1,652		$	—

The fair value of finance receivables, which are not carried at fair value on the accompanying unaudited condensed consolidated balance sheets, was determined utilizing the estimated sales price based on the historical experience of the Company. Such fair value measurement of the finance receivables, net is considered Level 2 under the fair value hierarchy. The carrying value and fair value of the finance receivables as of September 30, 2026 and December 31, 2025 were as follows:


	September 30, 2026		December 31, 2025

	(in millions)
Carrying value	$	896		$	813
Fair value	$	962		$	886

CARVANA CO. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Unaudited)

NOTE 18 — SUPPLEMENTAL CASH FLOW INFORMATION

The following table summarizes supplemental cash flow information for the nine months ended September 30, 2026 and 2025:


	Nine Months Ended September 30,
	2026		2025

	(in millions)
Supplemental cash flow information:
Cash payments for interest	$	443		$	311
Cash payments for taxes	$	10		$	6
Non-cash investing and financing activities:
Capital expenditures financed through long-term debt	$	125		$	—
Capital expenditures included in accounts payable and accrued liabilities	$	9		$	—
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	41		$	32
Warrants to acquire Root's Class A common stock	$	19		$	—
Property and equipment acquired under finance leases	$	—		$	47
Equity-based compensation expense capitalized to property and equipment	$	7		$	6
Fair value of beneficial interests received in securitization transactions	$	266		$	173
Reductions of beneficial interests in securitizations and associated long-term debt	$	132		$	114

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the accompanying unaudited condensed consolidated balance sheets that sum to the total of the same amounts shown in the accompanying unaudited condensed consolidated statements of cash flows for all periods presented:


	September 30, 2026		December 31, 2025		September 30, 2025

	(in millions)
Cash and cash equivalents	$	3,049			$	2,327		$	2,142
Restricted cash	123			102			79
Total cash, cash equivalents and restricted cash	$	3,172			$	2,429		$	2,221

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Unless the context requires otherwise, references in this report to \"Carvana,\" the \"Company,\" \"we,\" \"us,\" and \"our\" refer to Carvana Co. and its consolidated subsidiaries. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (\"MD&A\") is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements, the accompanying notes and the MD&A included in our most recent Annual Report filed on Form 10-K, as well as our unaudited condensed consolidated financial statements and the accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Overview

Carvana is the leading e-commerce platform for buying and selling used cars. We are transforming the used car buying and selling experience by giving consumers what they want - a wide selection, great value and quality, transparent pricing, and a simple, no pressure transaction. Our differentiated business model combines a comprehensive online sales experience with a vertically integrated supply chain, designed to sell high-quality vehicles to our customers transparently and efficiently at a low price. The automotive retail industry is large – with approximately 38 million used auto retail transactions in the United States (\"U.S.\") in 2025 according to Cox Automotive – and highly fragmented – with the top 10 used auto retailers in the U.S. accounting for less than 10% of the market share in 2025. These dynamics create an exceptional opportunity for disruption that our custom-built business model can capitalize on to remain well-positioned for long-term growth. Over the years, we have leveraged our growing logistics network, which spans 316 metropolitan statistical areas, and our in-house distribution network, servicing over 80% of the U.S. population as of September 30, 2026, to sell 3.4 million retail vehicles, generating $105.9 billion in total revenue since inception in 2012 through September 30, 2026.

•Vehicle Acquisition. We primarily acquire our used vehicle inventory directly from customers, used car auctions, and wholesale used vehicle suppliers, including retail marketplace partners. Acquiring inventory directly from customers when they trade in or sell us their vehicles in a one-way transaction eliminates auction fees and provides for a more diverse set of vehicles. After answering a few questions about the vehicle condition and features, our online tool provides customers with an automated, conditional offer for their existing vehicle that can be applied to any vehicle purchase or paid directly without an associated vehicle purchase. Our online tool then allows customers to schedule a time to have their existing vehicle picked up at their home, or drop it off at a Carvana location, and receive payment. We designed this process to be convenient, seamless, and to eliminate the need for a customer to visit a dealership or negotiate a private sale.

•Inspection and Reconditioning. Once we acquire a vehicle, we leverage our in-house logistics network or a vendor to transport the vehicle to one of our inspection and reconditioning centers (\"IRC\") or auction locations with reconditioning capabilities (together with IRCs \"Reconditioning Sites\"), at which point the vehicle enters our inventory management system. We then begin an inspection process covering controls, features, brakes, tires, and cosmetics. Each Reconditioning Site leverages proprietary inventory management technology and includes trained technicians, vehicle lifts, paintless dent repair, and paint capabilities and receives on-site support from vendors with whom we have integrated systems to expedite ready access to parts and materials. We have a uniform set of cosmetic standards across all Reconditioning Sites to provide a consistent customer experience. When an inspection is complete, we estimate the necessary reconditioning cost for the vehicle to meet our standards and expected timing for that vehicle to be made available for sale on our website. Vehicles that do not meet Carvana standards are sold wholesale, either through our wholesale marketplace platform or through third party auctions.

•Online Search and Shopping Experience. We offer a mobile-optimized website, where prospective retail car buyers can immediately begin browsing, researching, filtering, and identifying their vehicle of choice from an inventory of over 87,000 total website units that we offer for sale as of September 30, 2026. We leverage our patented, automated photo technology to offer an annotated virtual vehicle tour, which includes a 360-degree view of the interior and exterior of the actual vehicle and allows customers to view vehicle imperfections through high-definition photography. Our website also features integrations with various vehicle data providers for vehicle feature and option information to assist customers with purchase decisions.

•Financing. We offer integrated financing using our proprietary loan origination platform. Customers who choose to apply for our in-house financing fill out a short prequalification form, and, if approved, are nearly instantaneously presented with an interactive set of conditional financing terms generated by our proprietary credit scoring and deal structuring algorithms for every vehicle in our inventory. Our financing tool is designed to intuitively and

transparently show the relationship between down payment, monthly payment, and loan term to assist the customer in selecting a payment plan tailored to their specific needs. This pre-approval involves a short process that does not impact customers’ credit unless they pursue a purchase and finance the transaction. For customers who choose not to utilize our financing, we also accept payment in cash or financing from third party lenders, such as banks or credit unions.

•Complementary Products. As part of the integrated purchasing process, customers have the option to protect their vehicle with a vehicle service contract (\"VSC\"). VSCs provide customers with protection against the costs of certain mechanical repairs after the expiration of their vehicle’s original manufacturer warranty. In most states, customers financing their purchase with us are also offered guaranteed asset protection (\"GAP\") waiver coverage during checkout to provide customers with protection for the value of the loan. We have also partnered with Root, Inc. (\"Root\"), an online car insurance company, to offer an integrated auto insurance solution, through which customers in most states may conveniently access auto insurance directly from the Carvana e-commerce platform. We collectively refer to VSC, GAP, and auto insurance as complementary products.

•Nationwide Logistics Network and Distinctive Fulfillment Experience. We have developed proprietary logistics software and an in-house nationwide delivery network designed to predictably and efficiently transport cars and provide customers with a distinctive fulfillment experience. Our logistics network and technologies that support it are based on a \"hub and spoke\" model, which connects Reconditioning Sites to vending machines and hubs via our fleet of multi-car and single-car haulers. This allows us to efficiently manage locations, routes, route capacities, trucks, and drivers while also dynamically optimizing for speed and cost. This proprietary logistics infrastructure enables us to offer our customers and operations team highly accurate predictions of vehicle availability, to minimize delays, and promote a seamless and reliable customer experience. We offer customers in our markets a home delivery option that is typically conducted by a Carvana employee on a branded hauler. Customers in certain markets can also pick up their vehicles at one of our patented car vending machines, which are multi-story glass towers that store purchased vehicles, or at other customer-facing locations. As of September 30, 2026, we estimate that 75% of the U.S. population is within 100 miles of an IRC or auction site, which shortens the distance from our inventory pools to our customers to reduce delivery times.

•Post-sale customer support. After purchase, our customer advocates handle post-sale coordination and assistance, including facilitating returns or exchanges under our seven-day return policy. As of September 30, 2026, customers rated us an average of 4.6 out of 5.0 from over 291,000 surveys on our website since inception, fostering repeat business and a strong referral network.

Retail Vehicle Unit Sales

Since launching to customers in Atlanta, Georgia in January 2013, we have experienced rapid growth in sales through our website www.carvana.com. During the three months ended September 30, 2026, the number of vehicles we sold to retail customers increased by 39.4% to 217,385, compared to 155,941 in the three months ended September 30, 2025. During the nine months ended September 30, 2026, the number of vehicles we sold to retail customers increased by 39.0% to 602,103, compared to 433,119 in the nine months ended September 30, 2025.

We continue to view the number of vehicles we sell to retail customers as the most important long-term measure of our performance, and we expect to continue to focus on building a scalable platform to efficiently increase our retail units sold. This focus on retail units sold is motivated by several factors:

•Retail units sold enable multiple revenue streams, including the sale of the vehicle itself, the sale of finance receivables originated to finance the vehicle, complementary products, and the sale of vehicles acquired from customers.

•Retail units sold are the primary driver of customer referrals and repeat sales. Each time we sell a vehicle to a new customer, that customer may refer future customers and can become a repeat buyer in the future.

•Retail units sold allow us to benefit from economies of scale due to our centralized online sales model. We believe our model provides meaningful operating leverage in acquisition, reconditioning, transport, customer service, and delivery.

We continue to prioritize efficient growth in retail units sold, absent any material changes in macroeconomic conditions. To prioritize growth, we are pursuing investments in technology and infrastructure, while simultaneously maintaining our focus on efficiency gains and profitability. This includes continued investment in our vehicle acquisition, reconditioning and logistics network, as well as partnerships, product development, and engineering to deliver customers a best-in-class experience.

Revenue and Gross Profit

We generate revenue on retail units sold from four primary sources: the sale of the retail vehicles, wholesale sales of vehicles we acquire from customers, including sales through our wholesale marketplace, gains on the sales of loans originated to finance the vehicles, and sales of complementary products.

Our largest source of revenue, retail vehicle sales, totaled $6.1 billion and $4.0 billion during the three months ended September 30, 2026 and 2025, respectively, and $16.5 billion and $10.4 billion during the nine months ended September 30, 2026 and 2025, respectively. We generally expect retail vehicle sales to trend proportionately with retail units sold, absent any material changes in macroeconomic conditions. We generate a majority of gross profit on retail vehicle sales from the difference between the retail selling price of the vehicle and our cost of sales associated with acquiring the vehicle and preparing it for sale. Retail vehicle sales also include shipping and delivery fees and service revenue from retail marketplace transactions, which are retail marketplace partner vehicles sold to customers through Carvana, that, depending on the structure of the partnership, may receive net revenue treatment.

Wholesale sales and revenues include sales of trade-ins and other vehicles acquired from customers that do not meet the requirements for our retail inventory. We also include revenue earned from the sale of wholesale marketplace units by non-Carvana sellers through our wholesale marketplace platform, including auction fees and related service revenues, in wholesale sales and revenues. Wholesale sales and revenues totaled $1.3 billion and $1.2 billion during the three months ended September 30, 2026 and 2025, respectively, and $3.7 billion and $3.1 billion during the nine months ended September 30, 2026 and 2025, respectively. We generally expect wholesale sales to trend proportionately with retail units sold through inventory we acquire via trade-ins and from customers who wish to sell us a car independent of a retail sale and with the movement of wholesale marketplace units. We generate gross profit on wholesale vehicle sales from the difference between the wholesale selling price of the vehicle and our cost of sales associated with acquiring the vehicle and preparing it for sale. We generate a gross profit on wholesale marketplace units from the difference between the revenue earned from the sale of wholesale marketplace units through our wholesale marketplace platform less our cost of sales associated with operating the wholesale marketplace platform.

Other sales and revenues, which primarily includes gains on the sales of finance receivables we originate and sales commissions on complementary products such as VSCs, GAP waiver coverage, and auto insurance totaled $594 million and $474 million during the three months ended September 30, 2026 and 2025, respectively, and $1.6 billion and $1.3 billion during the nine months ended September 30, 2026 and 2025, respectively. We generally expect other sales and revenues to trend proportionately with retail units sold. We also expect other sales and revenues to increase as we improve our ability to monetize loans we originate, including through securitization transactions, and sell and offer attractive financing solutions and complementary products to our customers, including products customarily sold by automotive retailers or insurance products customarily sold by traditional insurance companies, absent any material changes in macroeconomic conditions. Other sales and revenues are 100% gross margin products for which gross profit equals revenue.

Our highest priority continues to be providing exceptional customer experiences while making effective use of our infrastructure to support efficient growth in retail units sold. We believe there are three fundamental drivers supporting our growth, each of which strengthens the other, which we believe creates a compounding cycle with scale:

•Continuously improving our customer offering. We continue to work on enhancing our customer offering by further integrating our technology and operations to deliver better customer experiences. Our AI-powered tools are designed to enable more customers to complete the entire buying or selling process without speaking to an advocate until vehicle delivery or pickup, which has reduced average calls per sale and driven higher conversion rates and Net Promoter Scores. When customers do choose to interact with an advocate, our technology equips the advocate with the most relevant and personalized information. Going forward, we intend to continue to refine and enhance our customer-facing and advocate-facing technology to make buying from or selling to Carvana intuitive and convenient.

•Increasing awareness, understanding, and trust of our brand. We continue to focus on expanding awareness, understanding, and trust of our brand through investments in advertising and new campaigns to expand our reach and educate customers. High-quality, efficiently-deployed advertising campaigns are essential to brand building, and we believe delivering great experiences to more customers over time will further compound this effect.

•Increasing inventory selection and other benefits of scale. We continue to work on improving selection and leveraging benefits of scale by increasing production capacity within our infrastructure. By growing inventory pools across geographies, we are able to put more cars closer to more customers to shorten average delivery times and

increase the share of customers with access to same-day or next-day delivery. We plan to continue expanding production capacity through integrating retail production lines at additional ADESA facilities, increasing staffing at existing facilities, building new lines at ADESA facilities, and eventually building new greenfield production locations.

Seasonality

We expect to experience seasonal and other fluctuations in our quarterly operating results, including as a result of macroeconomic conditions, which may not fully reflect the underlying performance of our business. Retail and wholesale used vehicle sales generally exhibit seasonality with sales peaking late in the first calendar quarter and diminishing through the rest of the year, with the lowest relative level of vehicle sales expected to occur in the fourth calendar quarter. Due to our historical and current rapid growth, our overall sales patterns in the past have not always reflected the general seasonality of the used vehicle industry. However, as our business continues to mature, our results may become more reflective of typical market seasonality. Used vehicle prices also exhibit seasonality, with used vehicles generally depreciating at a faster rate in the fourth and first quarters of each year and a slower rate in the second and third quarters of each year, all other factors being equal.

Effects of Geopolitical Events and Tariffs

The global geopolitical and trade environment is uncertain and rapidly evolving. We are continuing to monitor developments, including the conflict involving Iran, changes in tariff and trade policies, and the potential effects of these events on our industry and the broader economy. In particular, sustained increases in gasoline prices, including as a result of the conflict in Iran, have pressured consumer disposable income and could reduce their ability to purchase vehicles, while also increasing our transportation and logistics costs. For the three months ended September 30, 2026, these events did not materially impact our financial or operating results.

Investment in Growth

We maintain a primary focus on expanding the scale and reach of our business, while simultaneously driving operational efficiency, flexibility, and scalability through process and technology improvements that underpin sustainable, profitable growth. While we intend to become increasingly efficient over time, absent any material changes in macroeconomic conditions, we also anticipate that our operating expenses will increase as we grow retail units sold, wholesale units sold, and wholesale marketplace units transacted. There is no guarantee that we will be able to realize the desired return on our investments.

Relationships with Related Parties

For discussion about our relationships with related parties, refer to Note 6 — Related Party Transactions of our accompanying unaudited condensed consolidated financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q.

Key Operating Metrics

We regularly review a number of metrics, including the following key metrics, to evaluate our business, measure our progress and make strategic decisions. Our key operating metrics reflect the key drivers of our growth, including increasing brand awareness and enhancing the selection of vehicles we make available to our customers. Our key operating metrics also demonstrate our ability to translate these drivers into retail sales and to monetize these retail sales through a variety of product offerings.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Retail units sold	217,385			155,941			602,103		433,119


Average monthly unique visitors (in thousands)	23,790			19,636			22,326		18,395

Total website units	87,370			67,236			87,370		67,236




Total gross profit per unit	$	6,997			$	7,362		$	6,936	$	7,252
Total gross profit per unit, non-GAAP	$	7,093			$	7,503		$	7,047	$	7,416

Retail Units Sold

We define retail units sold as the number of vehicles sold to customers in a given period, including retail marketplace partner vehicles, net of returns under our seven-day return policy. We view retail units sold as a key measure of our growth for several reasons. First, retail units sold is the primary driver of our revenues and, indirectly, gross profit, since retail unit sales enable multiple complementary revenue streams, including financing, complementary products, and trade-ins. Second, growth in retail units sold increases the base of available customers for referrals and repeat sales. Third, growth in retail units sold is an indicator of our ability to successfully scale our logistics, fulfillment, and customer service operations.

Average Monthly Unique Visitors

We define a monthly unique visitor as an individual who has visited our website or iOS/Android application within a calendar month, based on data provided by Google Analytics. We calculate average monthly unique visitors as the sum of monthly unique visitors in a given period, divided by the number of months in that period. We view average monthly unique visitors as a key indicator of the strength of our brand, the effectiveness of our advertising and merchandising campaigns, and consumer awareness of our brand.

Total Website Units

We define total website units as the number of vehicles listed on our website on the last day of a given reporting period, including vehicles available for sale, vehicles currently engaged in a purchase or reserved by a customer, and vehicles that can be reserved that generally have not yet completed the inspection and reconditioning process. We view total website units as a key measure of our growth. Growth in total website units increases the selection of vehicles available to our consumers, which we believe will allow us to increase the number of vehicles we sell over time. Moreover, growth in total website units indicates our ability to scale our vehicle purchasing, inspection and reconditioning operations. As part of our inventory strategy, over time we may choose not to expand total website units while continuing to grow sales, thereby improving other key operating metrics of the business.

Total Gross Profit per Unit

We define total gross profit per unit as the aggregate gross profit in a given period, divided by retail units sold in that period including gross profit generated from the sale of retail vehicles, gains on the sales of loans originated to finance the vehicles, commissions on sales of VSCs, GAP waiver coverage and other complementary products, and gross profit generated from wholesale sales of vehicles. We operate an integrated business with the objective of increasing the number of retail units sold and total gross profit per unit. Gross profits generated from the sale of retail and wholesale units are interrelated. For example, our nationwide reconditioning and inspection centers are designed to produce vehicles for both retail and wholesale sales, our vehicle storage locations have shared parking for both retail and wholesale vehicles, and our integrated multi-vehicle logistics and last mile delivery network is operated in service of both retail and wholesale sales. Such interrelationships require us to share finite operational capacity and optimize joint decisions between retail and wholesale sales, in order to position us to achieve our objective of increasing total gross profit per unit. As a result, the inclusion of gross profit generated from wholesale sales of vehicles in total gross profit per unit reflects our integrated business model and the interrelationship between wholesale and retail vehicle sales. We believe the total gross profit per unit metrics provide investors with the greatest opportunity to view our performance through the same lens that our management does, and therefore assists investors to best evaluate our business and measure our progress.

Total Gross Profit per Unit, Non-GAAP

We define total gross profit per unit, non-GAAP as the aggregate gross profit, non-GAAP in a given period, divided by retail units sold in that period. Gross profit, non-GAAP is defined as gross profit plus depreciation and amortization expense in cost of sales, share-based compensation expense in cost of sales, minus revenue related to warrants to acquire common stock of other entities (the \"Warrants\") as discussed in Note 17 — Fair Value of Financial Instruments of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q. Refer to \"Non-GAAP Financial Measures\" for more information, including the reconciliation of non-GAAP financial measures to the most directly comparable financial measures under generally accepted accounting principles in the United States (\"GAAP\").

Components of Results of Operations

Retail Vehicle Sales

Retail vehicle sales represent the aggregate sales of new and used vehicles to customers through our website. Revenue from retail vehicle sales is recognized upon delivery to the customer or pick up of the vehicle by the customer, and is reported net of a reserve for expected returns. Factors affecting retail vehicle sales revenue include the number of retail units sold and the average selling price of these vehicles. Changes in retail units sold are a much larger driver of changes in revenue than are changes in average selling price.

Retail vehicle sales also include shipping and delivery fees and service revenue from retail marketplace transactions, which are retail marketplace partner vehicles sold to customers through Carvana, where, depending on the structure of the partnership, we may recognize revenue on the sale of the vehicle on a net basis, rather than recognizing the full amount of the vehicle sales price as revenue. As a result, an increase in retail marketplace units sold as a percentage of total retail units sold could lead to a decrease in retail revenue per unit sold, and vice versa, other things being equal.

The number of retail vehicles we sell depends on the volume of traffic to our website, our inventory selection, the effectiveness of our branding and marketing efforts, the quality of our customers' purchase experience, our volume of referrals and repeat customers, the competitiveness of our pricing, competition from other car dealerships and general macroeconomic and used car industry conditions, including inflationary pressures and benchmark interest rates, as well as those conditions that could arise from the global trade and geopolitical environment. Higher interest rates and inflation can reduce vehicle affordability by increasing customers’ financing costs and monthly payments and reducing their disposable income. On a quarterly basis, the number of retail vehicles we sell is also affected by seasonality, with demand for retail vehicles generally reaching a seasonal high point late in the first quarter of each year, commensurate with the timing of tax refunds, and diminishing through the rest of the year, with the lowest relative level of retail vehicle sales generally expected to occur in the fourth calendar quarter.

Our revenue per retail unit depends on macroeconomic and used car industry conditions, including those that could arise from the global trade and geopolitical environment, the mix of vehicles we acquire, retail prices in our markets, our pricing strategy, our average days to sale, and the number of retail marketplace units sold. We may choose to shift our inventory mix to higher or lower cost vehicles, or to raise or lower our prices relative to market to take advantage of supply or demand imbalances, which could temporarily lead to average selling prices increasing or decreasing. We also generally expect lower average days to sale to be associated with higher retail average selling prices due to decreased vehicle depreciation prior to sale, all other factors being equal.

Wholesale Sales and Revenues

Wholesale sales and revenues include the aggregate proceeds we receive on vehicles we acquire and sell to wholesalers and wholesale marketplace revenues. The vehicles we sell to wholesalers are primarily acquired from customers who sell a vehicle to us without purchasing a retail vehicle and from our customers who trade in their existing vehicles when making a purchase from us. Factors affecting wholesale sales and revenues include the number of wholesale units sold and the average wholesale selling price of these vehicles, and macroeconomic conditions, including those that could arise from the global trade and geopolitical environment. The average selling price of our wholesale units is primarily driven by the mix of vehicles we sell to wholesalers, as well as general supply and demand conditions in the applicable wholesale vehicle market, including the level of depreciation in the wholesale vehicle market. Wholesale sales and revenues include aggregate proceeds we receive on vehicles sold to DriveTime through competitive online auctions that are managed by an unrelated third party and through the Company's wholesale marketplace platform. Wholesale marketplace revenues include fees paid by buyers and sellers, including DriveTime, related to the sale of wholesale marketplace units by sellers, including DriveTime or Carvana, to buyers through our wholesale marketplace platform, including auction fees and related services revenue.

Other Sales and Revenues

We generate other sales and revenues primarily through the sales of loans we originate and sell in securitization transactions or to financing partners, reported net of a reserve for expected repurchases, commissions we receive on VSCs, sales of GAP waiver coverage, and auto insurance, including Root Warrants we receive on sales of auto insurance.

We generally seek to sell the loans we originate to securitization trusts we sponsor and establish or to financing partners. The securitization trusts issue asset-backed securities, some of which are collateralized by the finance receivables that we sell to the securitization trusts. We also sell the loans we originate under committed forward-flow arrangements, including the Ally Master Purchase and Sale Agreement (as defined in Note 7 — Finance Receivable Sale Agreements of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q the \"Ally MPSA\"), and through fixed pool loan sales, with financing partners who generally acquire them at premium prices without recourse to us for their post-sale performance. Factors affecting revenue from these sales include the number of loans we originate, the average principal balance of the loans, the credit quality of the portfolio, the price at which we are able to sell them in securitization transactions or to financing partners, and economic conditions in the capital markets.

The number of loans we originate is driven by the number of retail vehicles sold and the percentage of our sales for which we provide financing, which is influenced by the financing terms we offer our customers relative to alternatives available to the customer. The average principal balance is driven primarily by the mix of vehicles we sell, since higher average selling prices typically mean higher average balances. The price at which we sell the loan is driven by the terms of our securitization transactions and forward-flow arrangement, applicable interest rates, and whether or not the loan includes GAP waiver coverage. Changes in benchmark interest rates and investor demand for asset-backed securities that are not reflected in the rates we charge customers may compress or expand our loan sale spreads in the short term.

We receive a commission for selling VSCs that DriveTime Automotive Group, Inc. (together with its consolidated affiliates, collectively, \"DriveTime\") administers under a master dealer agreement with DriveTime. The commission revenue we recognize on VSCs depends on the number of retail units we sell, the conversion rate of VSCs on these sales, commission rates we receive, VSC early cancellation frequency and product features. The GAP waiver coverage revenue we recognize depends on the number of retail units we sell, the number of customers that choose to finance their purchases with us, the frequency of GAP waiver coverage early cancellation, and the conversion rate of GAP waiver coverage on those sales.

Through our integrated auto insurance solution with Root, customers may conveniently access auto insurance directly from the Carvana e-commerce platform. We receive commissions and Root Warrants based on the Root insurance policies sold through the integrated platform. The commission revenue we recognize depends on the number of retail units we sell, the conversion rate of auto policies on those sales, commission rates we receive, and forecasted attrition. The revenue we recognize from Root Warrants as non-cash consideration depends on the probability of achieving certain auto policy sales thresholds within a specific timeline as well as our performance under the agreement with Root.

Cost of Sales

Cost of sales includes the cost to acquire, recondition, and transport vehicles associated with preparing them for resale, and wholesale marketplace cost of sales. Vehicle acquisition costs are driven by the mix of vehicles we acquire, the source of those vehicles, and supply-and-demand dynamics in the vehicle market, which may be affected by inflation and tariffs. Reconditioning costs consist of direct costs, including parts, labor, and third-party repair expenses directly attributable to specific vehicles, as well as indirect costs, such as IRC and auction site overhead. Transportation costs consist of costs incurred to transport the vehicles from the point of acquisition to the IRC or other site. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Wholesale marketplace cost of sales include costs related to the sale of wholesale marketplace units by third-party sellers through our wholesale marketplace platform, including labor, rent, depreciation and amortization.

Retail Vehicle Gross Profit

Retail vehicle gross profit is primarily the vehicle sales price minus our costs of sales associated with vehicles that we list and sell. Retail vehicle gross profit per unit is our aggregate retail vehicle gross profit in any measurement period divided by the number of retail units sold in that period.

Wholesale Gross Profit

Wholesale gross profit is the vehicle sales price minus our cost of sales associated with vehicles we sell to wholesalers, and wholesale marketplace revenues less wholesale marketplace cost of sales. Factors affecting wholesale gross profit include the number of wholesale units sold, the average wholesale selling price of these vehicles, the average acquisition price associated with these vehicles, the buyer and seller fees, and the number of wholesale marketplace units transacted.

Other Gross Profit

Other sales and revenues consist of 100% gross margin products for which gross profit equals revenue. Therefore, changes in gross profit and the associated drivers are identical to changes in revenues from these products and the associated drivers.

Selling, General and Administrative Expenses (\"SG&A\")

SG&A expenses include expenses associated with advertising and providing customer service to customers, including financing, title and registration and limited warranty services, operating our vending machines, hubs, physical auctions, logistics and fulfillment network and other corporate overhead expenses, including expenses associated with information technology, product development, engineering, legal, accounting, finance, and business development. SG&A expenses exclude the costs of inspecting and reconditioning vehicles and transporting vehicles from the point of acquisition to the IRC or other site, which are included in cost of sales, and payroll costs for our employees related to the development of software products for internal use, which are capitalized to software and depreciated over the estimated useful lives of the related assets.

Other Operating Expense, Net

Other operating expense, net primarily includes other general operating expenses such as gains or losses from disposals of long-lived assets.

Interest Expense, Net

Interest expense, net includes interest incurred on our various tranches of Senior Secured Notes and Senior Unsecured Notes, our Term Loan B, including the effective portion of our interest rate swap, our Floor Plan Facility, and our Finance Receivable Facilities (each as defined in Note 9 — Debt Instruments of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q), as well as our finance leases, and long-term debt, which are used to fund general working capital, our inventory, our transportation fleet, and certain of our property and equipment. Interest expense, net also includes amortization of capitalized debt issuance costs, which is offset by amortization of debt premium and interest income earned on cash and cash equivalents. Interest expense, net excludes the interest incurred during various construction projects to build, upgrade or remodel certain facilities, which is capitalized to property and equipment and depreciated over the estimated useful lives of the related assets.

Other Expense, Net

Other expense, net includes changes in fair value on our beneficial interests in securitizations, purchase price adjustment receivables, and fair value adjustments related to our warrants to acquire common stock of other entities as discussed in Note 17 — Fair Value of Financial Instruments of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q. Other expense, net also includes expense related to our Tax Receivable Agreement (\"TRA\") liability. Refer to Note 14 — Income Taxes for further discussion of the TRA.

Income Tax Provision (Benefit)

Income taxes are recognized based upon our anticipated underlying annual blended federal and state income tax rates adjusted, as necessary, for any discrete tax matters occurring during the period. As the sole managing member of Carvana Group, LLC (together with its subsidiaries \"Carvana Group\"), Carvana Co. consolidates the financial results of Carvana Group. Carvana Group, LLC is treated as a partnership and therefore not subject to U.S. federal and most applicable state and local income tax purposes. Any taxable income or loss generated by Carvana Group is passed through to and included in the taxable income or loss of its members, including Carvana Co., based on its economic interest held in Carvana Group. Carvana Co. is taxed as a corporation and is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income or loss of Carvana Group, as well as any stand-alone income or loss generated by Carvana Co.

Results of Operations


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		Change		2026	2025	Change

	(dollars in millions, except per unit amounts)				(dollars in millions, except per unit amounts)
Net sales and operating revenues:
Retail vehicle sales, net	$	6,144			$	3,996		53.8%	$	16,479	$	10,381	58.7%
Wholesale sales and revenues (1)	1,302			1,177			10.6%	3,723		3,064	21.5%
Other sales and revenues (2)	594			474			25.3%	1,646		1,274	29.2%
Total net sales and operating revenues	$	8,040			$	5,647		42.4%	$	21,848	$	14,719	48.4%
Gross profit:
Retail vehicle gross profit	$	773			$	539		43.4%	$	2,066	$	1,489	38.8%
Wholesale gross profit (1)	154			135			14.1%	464		378	22.8%
Other gross profit (2)	594			474			25.3%	1,646		1,274	29.2%
Total gross profit	$	1,521			$	1,148		32.5%	$	4,176	$	3,141	33.0%









Unit sales information:
Retail vehicle unit sales	217,385			155,941			39.4%	602,103		433,119	39.0%
Wholesale vehicle unit sales	111,119			80,369			38.3%	299,745		216,593	38.4%

Per unit revenue:
Retail vehicles	$	28,263			$	25,625		10.3%	$	27,369	$	23,968	14.2%
Wholesale vehicles (3)	$	9,854			$	11,721		(15.9)%	$	10,262	$	10,850	(5.4)%

Per retail unit gross profit:
Retail vehicle gross profit	$	3,556			$	3,456		2.9%	$	3,431	$	3,438	(0.2)%
Wholesale gross profit	708			866			(18.2)%	771		873	(11.7)%

Other gross profit	2,733			3,040			(10.1)%	2,734		2,941	(7.0)%
Total gross profit	$	6,997			$	7,362		(5.0)%	$	6,936	$	7,252	(4.4)%
Per wholesale unit gross profit:
Wholesale vehicle gross profit (4)	$	963			$	1,033		(6.8)%	$	1,084	$	1,043	3.9%

(1) Includes $8, $11, $34 and $28, respectively, of wholesale sales and revenues from related parties.

(2) Includes $129, $93, $360 and $248, respectively, of other sales and revenues from related parties.

(3) Excludes wholesale marketplace revenues and wholesale marketplace units transacted.

(4) Excludes wholesale marketplace gross profit and wholesale marketplace units transacted.

Retail Vehicle Sales

Three months ended September 30, 2026 versus 2025. Retail vehicle sales increased by $2.1 billion to $6.1 billion during the three months ended September 30, 2026, compared to $4.0 billion during the three months ended September 30, 2025. The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 217,385 from 155,941 during the three months ended September 30, 2026 and 2025, respectively, and an increase in retail revenue per retail unit sold to $28,263 from $25,625 in the prior year, primarily due to overall appreciation in the retail market and lower retail marketplace units sold as a share of total retail units sold.

Nine months ended September 30, 2026 versus 2025. Retail vehicle sales increased by $6.1 billion to $16.5 billion during the nine months ended September 30, 2026, compared to $10.4 billion during the nine months ended September 30, 2025. The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 602,103 from 433,119 during the nine months ended September 30, 2026 and 2025, respectively, and an increase in retail revenue per retail unit sold to $27,369 from $23,968 in the prior year, primarily due to lower retail marketplace units sold as a share of total retail units sold and overall appreciation in the retail market.

Wholesale Sales and Revenues

Three months ended September 30, 2026 versus 2025. Wholesale sales and revenues increased by $125 million to $1.3 billion during the three months ended September 30, 2026, compared to $1.2 billion during the three months ended September 30, 2025. The increase in revenue was primarily due to an increase in the number of wholesale units sold to 111,119 from 80,369 during the three months ended September 30, 2026 and 2025, respectively, driven by an increase in overall vehicle acquisitions compared to the prior year, partially offset by a decrease in wholesale revenue per wholesale unit sold to $9,854 from $11,721 during the three months ended September 30, 2026 and 2025, respectively, and by a decrease in wholesale marketplace revenues.

Nine months ended September 30, 2026 versus 2025. Wholesale sales and revenues increased by $659 million to $3.7 billion during the nine months ended September 30, 2026, compared to $3.1 billion during the nine months ended September 30, 2025. The increase in revenue was primarily due to an increase in the number of wholesale units sold to 299,745 from 216,593 during the nine months ended September 30, 2026 and 2025, respectively, driven by an increase in overall vehicle acquisitions compared to the prior year, partially offset by a decrease in wholesale revenue per wholesale unit sold to $10,262 from $10,850 during the nine months ended September 30, 2026 and 2025, respectively, and by a decrease in wholesale marketplace revenues.

Other Sales and Revenues

Three months ended September 30, 2026 versus 2025. Other sales and revenues increased by $120 million to $594 million during the three months ended September 30, 2026, compared to $474 million during the three months ended September 30, 2025. The increase in revenue was primarily due to an increase in gain on loan sales as a result of increased retail units sold and loan sale volume, partially offset by lower loan sale spreads, and to higher VSC, auto insurance, and GAP commissions during the three months ended September 30, 2026.

Nine months ended September 30, 2026 versus 2025. Other sales and revenues increased by $372 million to $1.6 billion during the nine months ended September 30, 2026, compared to $1.3 billion during the nine months ended September 30, 2025. The increase in revenue was primarily due to an increase in gain on loan sales as a result of increased retail units sold and loan sale volume, partially offset by lower loan sale spreads, and to higher VSC, GAP, and auto insurance commissions during the nine months ended September 30, 2026.

Retail Vehicle Gross Profit

Three months ended September 30, 2026 versus 2025. Retail vehicle gross profit increased by $234 million to $773 million during the three months ended September 30, 2026, compared to $539 million during the three months ended September 30, 2025. This increase was driven primarily by an increase in the number of retail vehicles sold to 217,385 from 155,941 during the three months ended September 30, 2026 and 2025, respectively, and by a $100 increase in retail vehicle gross profit per unit.

Nine months ended September 30, 2026 versus 2025. Retail vehicle gross profit increased by $577 million to $2.1 billion during the nine months ended September 30, 2026, compared to $1.5 billion during the nine months ended September 30, 2025. This increase was driven primarily by an increase in the number of retail vehicles sold to 602,103 from 433,119 during the nine months ended September 30, 2026 and 2025, respectively.

Wholesale Gross Profit

Three months ended September 30, 2026 versus 2025. Wholesale gross profit increased by $19 million to $154 million during the three months ended September 30, 2026, compared to $135 million during the three months ended September 30, 2025. This increase was primarily driven by an increase in wholesale units sold to 111,119 from 80,369 during the three months ended September 30, 2026 and 2025, respectively, partially offset by a $70 decrease in wholesale vehicle gross profit per wholesale unit and by a decrease in wholesale marketplace gross profit. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Nine months ended September 30, 2026 versus 2025. Wholesale gross profit increased by $86 million to $464 million during the nine months ended September 30, 2026, compared to $378 million during the nine months ended September 30,

2025. This increase was primarily driven by an increase in wholesale units sold to 299,745 from 216,593 for the nine months ended September 30, 2026 and 2025, respectively, and by a $41 increase in wholesale vehicle gross profit per wholesale unit, partially offset by a decrease in wholesale marketplace gross profit. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Other Gross Profit

Other sales and revenues consist of 100% gross margin products for which gross profit equals revenue. Therefore, changes in other gross profit and the associated drivers are identical to changes in other sales and revenues and the associated drivers.

Components of SG&A


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025

	(in millions)
Compensation and benefits (1)	$	255			$	209		$	737	$	609
Advertising	152			102			391		258
Market occupancy (2)	18			17			55		49
Logistics (3)	68			43			170		118
Other (4)	312			224			846		647
Total	$	805			$	595		$	2,199	$	1,681

(1) Compensation and benefits includes all payroll and related costs, including benefits, payroll taxes, and equity-based compensation, except those related to preparing vehicles for sale, which are included in cost of sales, and those related to the development of software products for internal use, which are capitalized to software and depreciated over the estimated useful lives of the related assets.

(2) Market occupancy costs include occupancy costs of our vending machine and hubs. It excludes occupancy costs related to reconditioning vehicles which are included in cost of sales and the portion related to corporate occupancy which are included in other costs.

(3) Logistics includes fuel, maintenance and depreciation related to operating our own transportation fleet, and third-party transportation fees, except the portion related to inbound transportation, which is included in cost of sales.

(4) Other costs include all other selling, general and administrative expenses such as IT expenses, corporate occupancy, professional services and insurance, limited warranty, and title and registration.

Selling, general and administrative expenses increased by $210 million to $805 million during the three months ended September 30, 2026, compared to $595 million during the three months ended September 30, 2025, primarily due to higher retail units sold which drove increases in employee headcount, advertising, market occupancy, logistics, limited warranty, fuel, and IT expenses. Selling, general and administrative expenses increased by $518 million to $2.2 billion during the nine months ended September 30, 2026, compared to $1.7 billion during the nine months ended September 30, 2025, primarily due to higher retail units sold which drove increases in employee headcount, advertising, market occupancy, logistics, limited warranty, fuel, and IT expenses.

Other Operating Expense, Net

Other operating expense, net was $2 million during each of the three and nine months ended September 30, 2026 and $1 million and $3 million during the three and nine months ended September 30, 2025, respectively.

Interest Expense, Net

Interest expense, net decreased by $27 million to $98 million during the three months ended September 30, 2026 compared to $125 million during the three months ended September 30, 2025, and decreased by $109 million to $298 million during the nine months ended September 30, 2026, compared to $407 million during the nine months ended September 30, 2025, primarily due to lower interest on the Senior Secured Notes as a result of the repurchases and redemptions of the 2028 and 2030 Senior

Secured Notes during the three and nine months ended September 30, 2025 and three months ended September 30, 2026, respectively, and the lower cash interest rate on the 2031 Senior Secured Notes, partially offset by higher interest on the Term Loan B and working capital financing.

Loss on Debt Extinguishment

Loss on debt extinguishment was $53 million during each of the three and nine months ended September 30, 2026 due to the redemption of $1.660 billion of principal amount of 2030 Senior Secured Notes for $1.711 billion, which included $50 million of premium and $4 million of accrued interest and pro-rata write-offs of unamortized debt issuance costs and unamortized premium. Loss on debt extinguishment was $14 million and $16 million during the three and nine months ended September 30, 2025, respectively, due to the voluntary redemption of $559 million of principal amount of 2028 Senior Secured Notes for $578 million during the three months ended September 30, 2025, which included $13 million of premium, $6 million of accrued interest and $1 million of pro-rata write-offs of unamortized debt issuance costs and unamortized premium, and due to the repurchase of $52 million of principal amount of 2028 Senior Secured Notes in the open market for $55 million during the three months ended March 31, 2025, which included less than $1 million of accrued interest and pro-rata write-offs of unamortized debt issuance costs and unamortized premium.

Other Expense, Net

Other expense, net was $11 million during the three months ended September 30, 2026 which was primarily due to the derecognition of original Root warrants as a result of the 2026 Warrant Exchange transaction and a $5 million decrease in the fair value of the New Warrants, partially offset by a $7 million increase in the fair value of our beneficial interests in securitizations, compared to $154 million during the three months ended September 30, 2025 which was primarily due to a $120 million decrease in the fair value of the Warrants and a $40 million TRA expense, partially offset by a $6 million increase in the fair value of our beneficial interests in securitizations and purchase price adjustment receivables. Other expense, net was $52 million during the nine months ended September 30, 2026 which was primarily due to a $50 million decrease in the fair value of the Warrants and the derecognition of original Root warrants as a result of the 2026 Warrant Exchange transaction, partially offset by a $12 million increase in the fair value of our beneficial interests in securitizations, compared to $92 million during the nine months ended September 30, 2025, which was primarily due to a $105 million TRA expense, partially offset by a $10 million increase in the fair value of our beneficial interests in securitizations and purchase price adjustment receivables.

Income Tax Provision (Benefit)

Income tax provision (benefit) was a provision of $69 million compared to a benefit of $4 million during the three months ended September 30, 2026 and 2025, respectively, and a provision of $171 million compared to a benefit of $2 million during the nine months ended September 30, 2026 and 2025, respectively. Effective tax rates were 12.5% and (1.5)% during the three months ended September 30, 2026 and 2025, respectively, and 10.9% and (0.2)% during the nine months ended September 30, 2026 and 2025, respectively. Our tax provision for interim periods is determined by using an estimated annual effective tax rate based on anticipated blended federal and state income tax rates, adjusted for discrete items arising in that quarter. Each quarter, we update the estimated annual effective tax rate and make a year-to-date adjustment to the provision. The increase in our effective tax rate was primarily due to the impact of releasing the valuation allowance on our deferred tax assets in the fourth quarter of 2025. Our effective tax rate for the three and nine months ended September 30, 2026 differed from the expected U.S. federal statutory rate of 21% primarily due to income attributable to non-controlling interests and excess tax benefits related to stock-based compensation.

Non-GAAP Financial Measures

To supplement the unaudited condensed consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we also present the following non-GAAP measures: Adjusted EBITDA; Adjusted EBITDA margin; Gross profit, non-GAAP; Total gross profit per retail unit, non-GAAP; SG&A expenses, non-GAAP; and Total SG&A expenses per retail unit, non-GAAP.

Adjusted EBITDA; Adjusted EBITDA margin; Gross profit, non-GAAP; Total gross profit per retail unit, non-GAAP; SG&A expenses, non-GAAP; and Total SG&A expenses per retail unit, non-GAAP are supplemental measures of operating

performance that do not represent and should not be considered an alternative to net income, gross profit, or SG&A expenses, as determined by GAAP.

Adjusted EBITDA is defined as net income plus (minus) income tax provision (benefit), interest expense, net, other operating expense, net, other expense, net, depreciation and amortization expense in cost of sales and SG&A expenses, share-based compensation expense in cost of sales and SG&A expenses, and loss on debt extinguishment, minus revenue related to our Warrants. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of total revenues.

Gross profit, non-GAAP is defined as GAAP gross profit plus depreciation and amortization expense in cost of sales and share-based compensation expense in cost of sales, minus revenue related to our Warrants. Total gross profit per retail unit, non-GAAP is Gross profit, non-GAAP divided by retail vehicle unit sales.

SG&A expenses, non-GAAP is defined as GAAP SG&A expenses minus depreciation and amortization expense in SG&A expenses and share-based compensation expense in SG&A expenses. Total SG&A expenses per retail unit, non-GAAP is SG&A expenses, non-GAAP divided by retail vehicle unit sales.

We use these non-GAAP measures to measure the operating performance of our business as a whole and relative to our total revenues and retail vehicle unit sales. We believe that these metrics are useful measures to us and to our investors because they exclude certain financial, capital structure, and non-cash items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations, in part because they may vary widely across time and within our industry independent of the performance of our core operations. We believe that excluding these items enables us to more effectively evaluate our performance period-over-period and relative to our competitors. Adjusted EBITDA; Adjusted EBITDA margin; Gross profit, non-GAAP; Total gross profit per retail unit, non-GAAP; SG&A expenses, non-GAAP; and Total SG&A expenses per retail unit, non-GAAP may not be comparable to similarly titled measures provided by other companies due to potential differences in methods of calculations.

A reconciliation of Adjusted EBITDA to net income, Gross profit, non-GAAP to gross profit, and SG&A expenses, non-GAAP to SG&A expenses, which are the most directly comparable GAAP measures, and calculations of Adjusted EBITDA margin, Total gross profit per retail unit, non-GAAP, and Total SG&A expenses per retail unit, non-GAAP is as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025

	(dollars in millions, except per unit amounts)
Net income	$	483			$	263			$	1,401		$	944
Income tax provision (benefit)	69			(4)			171			(2)
Interest expense, net	98			125			298			407
Other operating expense, net	2			1			2			3
Other expense, net	11			154			52			92
Depreciation and amortization expense in cost of sales	25			27			80			85
Depreciation and amortization expense in SG&A expenses	39			38			122			121

Share-based compensation expense in cost of sales	1			—			3			2
Share-based compensation expense in SG&A expenses	24			24			75			74
Warrant revenue	(5)			(5)			(16)			(16)
Loss on debt extinguishment	53			14			53			16

Adjusted EBITDA	$	800			$	637			$	2,241		$	1,726

Total revenues	$	8,040			$	5,647			$	21,848		$	14,719
Net income margin	6.0	%		4.7	%		6.4	%		6.4	%
Adjusted EBITDA margin	10.0	%		11.3	%		10.3	%		11.7	%

Gross profit	$	1,521			$	1,148			$	4,176		$	3,141
Depreciation and amortization expense in cost of sales	25			27			80			85
Share-based compensation expense in cost of sales	1			—			3			2
Warrant revenue	(5)			(5)			(16)			(16)

Gross profit, non-GAAP	$	1,542			$	1,170			$	4,243		$	3,212

Retail vehicle unit sales	217,385			155,941			602,103			433,119
Total gross profit per retail unit	$	6,997			$	7,362			$	6,936		$	7,252
Total gross profit per retail unit, non-GAAP	$	7,093			$	7,503			$	7,047		$	7,416

SG&A expenses	$	805			$	595			$	2,199		$	1,681
Depreciation and amortization expense in SG&A expenses	39			38			122			121
Share-based compensation expense in SG&A expenses	24			24			75			74

SG&A expenses, non-GAAP	$	742			$	533			$	2,002		$	1,486

Retail vehicle unit sales	217,385			155,941			602,103			433,119
Total SG&A expenses per retail unit	$	3,703			$	3,816			$	3,652		$	3,881
Total SG&A expenses per retail unit, non-GAAP	$	3,413			$	3,418			$	3,325		$	3,431

Liquidity and Capital Resources

General

We generate cash from the sale of retail vehicles, wholesale vehicles, loans we originate, VSCs, other complementary products, and auction services. We generate additional cash flows through our financing activities including our short-term revolving inventory and finance receivable facilities, equipment financing, the issuance of debt and debt securities, and, when deemed appropriate, issuances of equity. We expect to fund growth and expansion primarily through cash generated from operating activities, while retaining the option to utilize financing activities as a supplemental source if desired. We expect our primary sources of cash to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months.

Our ability to service our debt and fund working capital, capital expenditures, and business development efforts in the long-term depends on our ability to generate cash from operating and financing activities, which is subject to our future operating performance, as well as to general economic, financial, competitive, legislative, regulatory, and other conditions, some of which are beyond our control. Our future capital requirements depend on many factors, including our ability to generate cash from operating activities, our ability to refinance indebtedness, our ability to obtain supplemental liquidity through debt, equity, including the issuance of equity pursuant to our ATM Program, if used, strategic relationships or other arrangements on terms available or acceptable to us, our rate of revenue growth, our build-outs of ADESA auction sites to provide IRC capabilities, the timing and extent of our spending to support our technology and software development efforts, and our advertising spend. If we need to obtain supplemental liquidity, there can be no assurance that financing alternatives will be available in sufficient amounts or on terms acceptable to us in the future.

Liquidity Resources

We consider our total liquidity resources as an input into our planning. Our total liquidity potential is composed of cash and cash equivalents, availability under existing short-term revolving credit facilities, additional capacity under the indentures governing our Senior Secured Notes and the credit agreement governing our Term Loan B, and additional unpledged securities that can be financed using traditional asset-based financing. We had the following total liquidity resources available as of September 30, 2026 and December 31, 2025:


	September 30, 2026		December 31, 2025

	(in millions)
Cash and cash equivalents	$	3,049			$	2,327
Availability under short-term revolving facilities	2,071			2,052

Committed liquidity resources available	$	5,120			$	4,379


Super senior debt capacity	1,500			1,500
Pari passu senior debt capacity	750			750
Unpledged beneficial interests in securitizations	133			110
Total liquidity resources	$	7,503			$	6,739

Cash and cash equivalents includes cash deposits and highly liquid investment instruments with original maturities of three months or less, such as money market funds.

Availability under short-term revolving facilities is the available amount we can borrow under the Floor Plan Facility and Finance Receivable Facilities based on the value of pledgeable vehicle inventory and finance receivables on our balance sheet as of period end.

As of September 30, 2026 and December 31, 2025, the short-term revolving facilities had a total commitment of $5.6 billion and $5.0 billion, respectively, an outstanding balance of $71 million and $58 million, respectively, and unused capacity of $5.5 billion and $4.9 billion, respectively.

Super senior debt capacity and pari passu senior debt capacity represents basket capacity to incur additional debt that could be senior or pari passu in lien priority to the collateral securing the obligations under the Senior Secured Notes and the Term Loan B, subject to the terms and conditions set forth in the indentures governing the Senior Secured Notes and the credit agreement governing the Term Loan B. The availability of such additional sources depends on many factors and there can be no assurance that financing alternatives will be available to us in the future.

Unpledged beneficial interests in securitizations includes retained beneficial interests in securitizations that have not been previously pledged or sold. We historically have financed the majority of our retained beneficial interests in securitizations and expect to continue to do so in the future.

To optimize our cost of capital, in any given period we may choose not to maximize borrowings on our short-term revolving facilities or maximize revolving commitment size; and we may also choose to retain beneficial interests in securitizations for varying amounts of time. This has the benefit of reducing interest expense and debt issuance costs and providing flexibility to minimize financing costs over time.

As of September 30, 2026 and December 31, 2025, our outstanding principal amount of indebtedness was $5.2 billion and $5.0 billion, respectively. See Note 9 — Debt Instruments included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for a detailed summary of our outstanding debt and further information on our debt.

We maintain several finance receivable sale arrangements to support the monetization of loans we originate. As of September 30, 2026 and December 31, 2025, we had $6.0 billion and $4.9 billion, respectively, of unused capacity under the Ally MPSA and $8.3 billion and $11.3 billion, respectively, of unused capacity under fixed pool loan purchase agreements with independent third parties. See Note 7 — Finance Receivable Sale Agreements of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details.

In the ordinary course of business, we sponsor and engage in securitization transactions to sell our finance receivables to a diverse pool of investors. We are exposed to market risk in the securitization market. See Note 8 — Securitizations and Variable Interest Entities of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details regarding our transactions with unconsolidated variable interest entities.

As of September 30, 2026, $461 million of registered aggregate offering price remained available to be sold under the ATM Program. See Note 10 — Stockholders' Equity of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details regarding the ATM Program. There can be no assurance that we will sell further shares of Class A common stock through the ATM Program.

On May 5, 2026, our stockholders approved a five-for-one forward stock split of our Class A common stock and Class B common stock (the \"Stock Split\"), which was effected on May 8, 2026 through a Certificate of Amendment to our Amended and Restated Certificate of Incorporation. Stockholders of record as of May 6, 2026 received four additional shares of Class A common stock or Class B common stock, as applicable, for each share held. In connection with the Stock Split, the number of authorized shares of Class A common stock increased from 500 million to 2.5 billion, and the number of authorized shares of Class B common stock increased from 125 million to 625 million. The par value of $0.001 per share was not adjusted. All share and per share data presented in this Quarterly Report on Form 10-Q, including weighted-average shares outstanding, earnings per share, equity-based compensation awards, and LLC unit participation thresholds, have been retroactively adjusted to give effect to the Stock Split for all periods presented. See Note 2 — Summary of Significant Accounting Policies and Note 10 — Stockholders' Equity for further discussion.

Subject to the restrictions in the indentures governing the Senior Secured and Unsecured Notes and the credit agreement governing our Term Loan B, we or our affiliates have and may again, at any time, and from time to time, repurchase or redeem shares of our Class A common stock, our Senior Notes, our Term Loan B, or any other securities we may issue, from time to time, in open market transactions, privately negotiated transactions, in exchange for property or other securities or otherwise. Any additional repurchase or redemption decisions will be made after consideration of market conditions and liquidity needs. However, there is no guarantee that a repurchase or redemption will take place. See Note 9 — Debt Instruments of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details.

Cash Flows

The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the nine months ended September 30, 2026 and 2025:


	Nine Months Ended September 30,
	2026		2025

	(in millions)
Net cash provided by operating activities	$	900			$	606
Net cash used in investing activities	(129)			(100)
Net cash used in financing activities	(28)			(45)
Net increase in cash, cash equivalents and restricted cash	743			461
Cash, cash equivalents and restricted cash at beginning of period	2,429			1,760
Cash, cash equivalents and restricted cash at end of period	$	3,172			$	2,221

Operating Activities

Our primary sources of operating cash flows result from the sales of retail vehicles, wholesale vehicles, loans we originate, VSCs, other complementary products, and auction services. Our primary uses of cash from operating activities are purchases of inventory, personnel-related expenses, and advertising. Cash provided by operating activities was $900 million and $606 million during the nine months ended September 30, 2026 and 2025, respectively, an increase in cash provided by operating activities of $294 million, primarily due to an improvement in operating results, an increase in accounts payable and accrued liabilities driven by the increase in retail unit sales and production, and utilization of deferred tax assets, partially offset by an investment in vehicle inventory as we grow retail unit sales and acquire more vehicles from customers.

Investing Activities

Our primary use of cash for investing activities is purchases of property and equipment. Cash used in investing activities was $129 million and $100 million during the nine months ended September 30, 2026 and 2025, respectively, an increase in cash used in investing activities of $29 million, primarily due to an increase in purchases of property and equipment, partially offset by higher principal payments received from beneficial interests in securitizations.

Financing Activities

Cash flows from financing activities primarily relate to our short and long-term debt activity, including proceeds from and payments on our short-term revolving facilities. Cash used in financing activities was $28 million and $45 million during the nine months ended September 30, 2026 and 2025, respectively, a decrease in cash used in financing activities of $17 million. During the nine months ended September 30, 2026, we used the proceeds of the Term Loan B issuance and cash on hand to pay off the 2030 Senior Secured Notes and during the nine months ended September 30, 2025, we issued $536 million of Class A common stock pursuant to the ATM program to redeem the 2028 Senior Secured Notes.

Contractual Obligations and Commitments

As of September 30, 2026, the Company had entered into a credit agreement on August 14, 2026 providing for a $1.66 billion Term Loan B and had used the proceeds, together with cash on hand, to redeem in full its $1.66 billion 2030 Senior Secured Notes. There have been no other material changes to the contractual obligations or commitments previously disclosed in our most recent Annual Report on Form 10-K, filed February 18, 2026.

Fair Value Measurements

We report money market securities, certain receivables, warrants to acquire common stock and beneficial interests in securitizations at fair value. See Note 17 — Fair Value of Financial Instruments, included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, which is incorporated into this item by reference.

Critical Accounting Estimates

There have been no material changes to our critical accounting estimates from those described under \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" included in our most recent Annual Report on Form 10-K, filed on February 18, 2026.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, as well as information included in oral statements or other written statements made or to be made by us, contain statements that constitute \"forward-looking statements\" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, and other future conditions. Forward-looking statements can be identified by words such as \"anticipate,\" \"believe,\" \"contemplate,\" \"continue,\" \"could,\" \"envision,\" \"estimate,\" \"expect,\" \"intend,\" \"may,\" \"ongoing,\" \"plan,\" \"potential,\" \"predict,\" \"project,\" \"should,\" \"target,\" \"will,\" \"would,\" and other similar expressions or variations or negatives of these words, although not all forward-looking statements contain these identifying words. Examples of forward-looking statements include, among others, statements we make regarding:

•expectations relating to the used car market and our industry, including with respect to the impact of geopolitical events, tariffs, or interest rates on our business;

•macroeconomic conditions, economic slowdown or recessions;

•future financial position;

•expectations and plans regarding our business strategy and drivers supporting growth;

•operational efficiency;

•the impact and outcome of litigation, governmental inquiries, and investigations;

•budgets, projected costs, and plans;

•future industry growth;

•financing sources;

•short- and long-term liquidity; and

•all other statements regarding our intent, plans, beliefs, or expectations or those of our directors or officers.

We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include, among others, the following:

•risks related to the larger automotive ecosystem, including consumer demand, global supply chain challenges, and other macroeconomic issues, including the effects of tariffs, trade restrictions, fuel and energy costs, the conflict in Iran, and increased interest rates;

•our ability to effectively scale our business, including our ability to utilize our available infrastructure capacity while maintaining our unit economics;

•our ability to raise additional capital to pursue our objectives, including as a result of restrictive covenants contained in the indentures governing our Senior Secured Notes, our Term Loan B, and indentures and agreements governing future debt;

•our ability to effectively manage our rapid growth;

•our ability to maintain customer service quality and reputational integrity and enhance our brand;

•changes in prices of new and used vehicles;

•the seasonal and other fluctuations in our quarterly and annual operating results;

•our relationship with DriveTime and its other entities affiliated with our controlling stockholder;

•our ability to compete in the highly competitive industry in which we participate;

•our ability to acquire and expeditiously sell desirable inventory;

•our ability to comply with the laws and regulations to which we are subject;

•our ability to grow complementary product and service offerings;

•our reliance on internal and external logistics to transport our vehicle inventory;

•our use of artificial intelligence technology;

•our ability to protect the personal information and other data that we collect, process and store;

•breaches in our cybersecurity measures and disruptions in availability and functionality of our systems, website, and mobile application;

•our ability to protect our intellectual property, technology and confidential information;

•our ability to obtain adequate insurance and the affordability of such insurance;

•our dependence on key personnel to operate our business;

•the risk of receiving less than the full amount of benefit we expect to receive from our minority equity investments;

•risks associated with acquisitions and strategic initiatives;

•legal proceedings;

•our management’s accounting judgments and estimates, as well as changes to accounting policies;

•our dependence on the sale of automotive finance receivables for a substantial portion of our gross profit;

•our access to capital markets at competitive rates and in sufficient amounts;

•errors in contracts with customers, which could render them unenforceable or ineligible for sale;

•the risks related to greater credit losses or prepayments with respect to our automotive finance receivables held;

•the risk retention rules under the Dodd-Frank Act;

•the nature of being a holding company;

•the potential for conflicts of interest between our stockholders and LLC Unitholders;

•risks related to payments due to LLC Unitholders under the Tax Receivable Agreement;

•our status as a \"controlled company\";

•our substantial indebtedness, the associated interest expense and the effectiveness of our interest rate swap;

•our ability to generate sufficient cash flow;

•the fluctuating trading price of our Class A common stock;

•the Garcia Parties’ control over us and their interests, which may conflict with our or our stockholders’ interests;

•dilution due to issuance of additional Class A common stock, LLC Units, or preferred stock in the future, including as a result of the use of the at-the-market program and equity issuances associated with the Carvana Co. 2026 Omnibus Incentive Plan;

•the anticipated benefits of our Stock Split, including the expected effects on trading liquidity and the breadth of our investor base; and

•other factors disclosed in the section titled \"Risk Factors\" in our most recent Annual Report on Form 10-K and other filings we make with the Securities and Exchange Commission.

The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date thereof. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future developments or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Except for the interest rate risk and concentration of credit risk discussed below, there have been no material changes to our quantitative and qualitative disclosures about market risk from those described under \"Management's Discussion and Analysis of Financial Condition and Results of Operations\" and \"Quantitative and Qualitative Disclosures About Market Risk\" included in our most recent Annual Report on Form 10-K, filed on February 18, 2026.

Interest Rate Risk

As of September 30, 2026, we are exposed to potential losses arising from adverse changes in interest rates related to the Term Loan B, which bears interest at a floating rate based on one-month Term SOFR. To manage a portion of this exposure, we entered into an interest rate swap under which we pay a fixed rate of 4.055% and receive one-month Term SOFR. The interest

rate swap instrument is designated as a cash flow hedge, with the objective of managing the exposure to interest rate risk by converting a portion of the Term Loan B's floating interest rate payments to a fixed interest rate.

As of September 30, 2026, the Term Loan B had an outstanding principal amount of $1.660 billion and bore interest at Term SOFR plus 2.25%. A one percentage point increase or decrease in the one month Term SOFR would result in an approximately $17 million increase or decrease, respectively, in annual interest expense before giving effect to the interest rate swap. After giving effect to the interest rate swap, which had a notional amount of $1.660 billion as of September 30, 2026, a one percentage point increase or decrease in Term SOFR would not have a material impact on annual interest expense during the term of the swap.

See Note 9 — Debt Instruments and Note 17 — Fair Value of Financial Instruments, included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, which is incorporated into this item by reference.

Concentration of Credit Risk

The Company transacted the swap with a single counterparty, a major financial institution, and is therefore exposed to a concentration of credit risk with respect to that counterparty. The Company monitors the counterparty’s credit standing.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the \"Exchange Act\")) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of such date. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal controls over financial reporting that occurred during the three months ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in various claims, legal actions, and government inquiries. Although the results of litigation, claims, and inquiries cannot be predicted with certainty, we do not believe that the ultimate resolution of these actions will have a material adverse effect on our financial position, results of operations, liquidity and capital resources.

As previously disclosed, in January 2025, a now-defunct short-selling firm published a report including inaccurate, incomplete, and otherwise misleading information about us. We engaged outside legal counsel to independently evaluate the allegations, and voluntarily contacted the U.S. Securities and Exchange Commission (“SEC”). Based upon that evaluation and our own review, we reaffirmed our conclusion that the allegations raised in the short-seller’s report were inaccurate, incomplete, and misleading. In June 2025, we received a subpoena from the SEC requesting information that we believe primarily relates to the allegations raised by the report. In September 2026, the SEC informed us that it had concluded its investigation and did not intend to recommend an enforcement action against us in connection with the matter.

Future litigation may be necessary to defend ourselves and our partners by determining the scope, enforceability and validity of third party proprietary rights or to establish our proprietary rights. The results of any current or future litigation or government inquiries cannot be predicted with certainty, and regardless of the outcome, litigation and government inquiries can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. For more information, see \"Legal Matters\" in Note 16 — Commitments and Contingencies, included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

Information regarding our risk factors is disclosed under the heading \"Risk Factors\" in our most recent Annual Report on Form 10-K, filed on February 18, 2026.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plan Elections

On August 28, 2026, Stephen Palmer, the Company's principal accounting officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a \"10b5-1 Plan\"), providing for the potential sale of up to 60,000 shares of Class A common stock between the first potential sale date of January 1, 2027 and the expiration of the 10b5-1 Plan on December 31, 2027.

On September 10, 2026, Benjamin Huston, the Company's Chief Operating Officer, modified his previously disclosed 10b5-1 Plan to provide for the sale of up to 1,442,565 shares of Class A common stock obtained from the exercise of vested stock options between the first potential sale date of December 10, 2026 and the expiration of the 10b5-1 Plan on December 31, 2027.

ITEM 6. EXHIBITS


Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of Carvana Co., dated April 27, 2017 (incorporated by reference to Exhibit 3.1 to Carvana Co.’s Current Report on Form 8-K filed with the SEC on May 3, 2017).
3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carvana Co., dated May 5, 2025 (incorporated by reference to Exhibit 3.2 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025).
3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carvana Co., dated May 5, 2026 (incorporated by reference to Exhibit 3.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 6, 2026).
3.4	Amended and Restated Bylaws of Carvana Co., dated April 27, 2017 (incorporated by reference to Exhibit 3.2 to Carvana Co.’s Current Report on Form 8-K filed with the SEC on May 3, 2017).
10.1	First Amendment to Third Amended and Restated Master Purchase and Sale Agreement, dated July 27, 2026, among Ally Bank, Ally Financial Inc., and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.10 to Carvana Co .'s Quarterly Report on Form 10-Q filed with the SEC on July 29, 2026).
10.2	Credit Agreement, dated as of August 14, 2026, among Carvana Co., the lenders party thereto and Barclays Bank PLC, as Administrative Agent and Syndication Agent (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on F orm 8-K filed with the SEC on August 14, 2026).
31.1	Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), filed herewith.
31.2	Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), filed herewith.
32.1	Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, furnished herewith.
32.2	Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, furnished herewith.
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
104	Cover Page Interactive Data File - the cover page XBRL tags are 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 thereunto duly authorized.

Date:

October 28, 2026

Carvana Co.

(Registrant)

By:

/s/ Mark Jenkins

Mark Jenkins

Chief Financial Officer

(On behalf of the Registrant and as Principal Financial Officer)

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