Carvana (CVNA) 10-K risk factor changes: FY2024 vs FY2023

[removed: *historical] [added: As a result, our future] results [added: could differ materially from historical results] and from guidance we may provide regarding our expectations of our future financial performance, and the trading price of our Class A common stock could decline.*

- our ability to raise additional [removed: capital;][added: capital to pursue our objectives;]

- our ability to effectively manage our [removed: historical] rapid growth;

- the seasonal and other fluctuations in our quarterly [added: and annual] operating results;

- our relationship with DriveTime and [removed: its affiliates;][added: other entities affiliated with our controlling stockholder;]

- our ability to acquire [added: and expeditiously sell] desirable inventory;

- our dependence on the sale of automotive finance receivables for a substantial portion of our gross [removed: profits;][added: profit;]

- [removed: our reliance on credit data for] the [added: timing of sales of our] automotive finance [removed: receivables we sell;][added: receivables;]

- [added: breaches in our cybersecurity measures and] disruptions in availability and functionality of our systems, website, and mobile application;

- [removed: our minority equity investment in Root, Inc. which may result in us] [added: the risk of] receiving [removed: or retaining] less than the [added: full] amount of benefit we [removed: otherwise] expect to receive from [removed: such investment;][added: our minority equity investment in Root, Inc.;]

- [removed: the diversion of management’s attention and other disruptions] [added: risks] associated with acquisitions and strategic initiatives; [removed: and]

- the potential for conflicts of interest between our stockholders and LLC Unitholders; [added: and]

- our status as a "controlled [removed: company";][added: company."]

- risks related to payments due to LLC Unitholders under the Tax Receivable Agreement, if we derive benefits from using certain tax attributes; [added: and]

*Risks Related to Our [added: Indebtedness and] Liquidity*

- our substantial indebtedness; [added: and]

- our ability to generate sufficient cash [removed: flow;][added: flow.]

- our access to [removed: structured finance, securitization, or derivative] [added: capital] markets at competitive rates and in sufficient amounts;

[removed: - the risks related] [added: Risks Related] to [removed: our securitizations;] [added: Our Indebtedness] and [added: Liquidity]

- [added: the] risk retention rules.

- the [added: volatile] trading price of our Class A common [removed: stock is volatile;][added: stock;]

- the Garcia [removed: Parties] [added: Parties’] control us and their interests may conflict with our or our stockholders’ [removed: interests in the future;][added: interests;]

- Delaware law and our charter may prevent stockholders from changing decisions made by management; [added: and]

- the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder [removed: litigation matters; and][added: litigation.]

- we may issue shares of preferred stock in the [removed: future.][added: future;]

- our management’s accounting judgments and estimates, as well as changes to accounting [removed: policies;][added: policies.]

Inflationary impacts on labor, materials, [added: fuel,] and [removed: services may cause] [added: other vehicle] costs [removed: to increase,] [added: and services,] as well as scarcity of certain products, have caused increased vehicle prices, which have adversely affected, and may continue to adversely affect, the market for used vehicles.

New technologies such as autonomous driving software [added: and the increasing popularity of electric vehicles] also have the potential to change the dynamics of vehicle ownership in the future.

We may require additional [removed: debt and equity] capital to pursue our business objectives and respond to business opportunities, challenges, or unforeseen circumstances.

We may require additional capital to pursue our business objectives and respond to business opportunities, [removed: challenges] [added: challenges,] or unforeseen circumstances, including to increase our marketing expenditures to improve our brand awareness, build and maintain our inventory of quality used vehicles, develop new products or [removed: services (including vehicle-financing services),] [added: services,] further improve existing products and services, enhance our operating infrastructure, [added: fund our growth] or [removed: acquire complementary businesses and technologies.][added: expansion into new markets, implement strategic initiatives,]

For example, the indentures governing our Senior Secured Notes [removed: and Senior Unsecured Notes (collectively the "Senior Notes," each as defined in Note 10 — Debt Instruments)] limit our ability and certain of our subsidiaries’ ability to, among other things, incur additional debt or issue preferred stock, create [added: new] liens, create restrictions on intercompany payments, pay dividends and make other distributions, designate unrestricted subsidiaries, redeem or repurchase stock or prepay subordinated indebtedness, make certain investments or certain other restricted payments, guarantee indebtedness, sell certain kinds of assets, including assets securing our Senior Secured Notes, enter into certain types of transactions with affiliates, and effect mergers or consolidations.

Our [removed: historical] rapid growth may not be indicative of our future growth and, if we [removed: resume] [added: continue] growing rapidly, we may not be able to manage our growth [added: and profitability] effectively.

[removed: We expect that, in the future,] [added: Further,] even if [added: we succeed and] our revenue [removed: increases,] [added: and profits increase,] we may not achieve historical rates of growth.

We have in the past expended, and may again expend, substantial financial and other resources [removed: on:][added: on marketing and advertising, inventory expansion, production capacity expansion, and general administration expenses related to being a growing public company.]

Our historical [added: and current] rapid growth has placed and may continue to place significant demands on our management and our operational and financial resources.

If we cannot manage our growth effectively to maintain [added: profitability, as well as] the quality and efficiency of our customers’ car-buying and [removed: car-selling experience and the quality of the vehicles we sell,] [added: selling experience,] our business could be harmed and our results of operations and financial condition could be materially and adversely affected.

If [removed: we] [added: any of these risks] are [removed: unable to do so,] [added: realized,] our business [removed: could be harmed] and [removed: our results of operations and] financial condition [removed: could] [added: would] be materially [removed: and] adversely affected.

Our failure to maintain [removed: a] [added: our] reputation [removed: of integrity] and to otherwise maintain and enhance our customer service quality and brand could adversely affect our business, sales, and results of operations.

Accordingly, our ability to consistently deliver a [removed: high quality] [added: high-quality] experience and our reputation as a company of integrity are critical to our success.

If we fail to maintain the high standards on which our reputation is built, or if an actual, or alleged failure of these standards occurs that damages this reputation, it could adversely affect consumer [removed: trust] [added: trust, customer demand,] and [removed: demand] [added: our marketing] and [added: branding efforts, and] have a material adverse effect on our business, sales, and results of operations.

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

- legal proceedings; and

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

- the nature of being a holding company;

In 2022 and 2023, as a result of changes in the economy, the market, and the industry, we shifted our focus to driving profitability through fundamental operating efficiency.

Even though we were able to shift our focus towards long-term growth in 2024, if economic conditions worsen or a recession occurs, we have been and may again be required to take stricter measures to protect our business.

Our business may also be negatively affected by challenges to the larger automotive ecosystem, including global health crises, such as the past COVID-19 pandemic, which may impact workforces, operations, and consumer behavior; increase in urbanization, which may decrease demand for vehicles due to the popularity of rideshare services such as Uber and Lyft; global supply chain challenges; military conflicts, such as the conflict in Ukraine and the Middle East, or changes in relations between countries, such as between the United States, China, and Taiwan; and other macroeconomic issues.

In addition, technology related to generative AI is advancing rapidly, and its future impact on the automotive ecosystem is unknown.

Finally, any new or increased tariffs or other trade restrictions implemented by the U.S. federal government or other countries may change vehicle supply or the supply of important vehicle parts and components, as well as customer vehicle purchasing behavior.

or acquire complementary businesses and technologies.

Our history has often been characterized by rapid growth.

For our revenues and profits to grow, we need a healthy industry and macroeconomic environment, and to successfully increase our penetration in existing markets, enter new markets, acquire more new and repeat customers, further improve the quality of our product offering, features, and complementary products and services, introduce high quality new products, services, and features, expand our brand awareness, and carry sufficient inventory with high enough quality and low enough cost to meet the demand for our vehicles.

We have no control over the industry and macroeconomic environment we face, as occurred in 2022 and 2023, and our business strategy has and may be adversely affected as a result.

For example, we have been the subject of various complaints relating to the timely delivery of certificates of title and registration, and vehicle quality.

Negative or inaccurate postings, articles, or comments on social media, the internet, or the press about us have, from time to time, generated negative publicity that damages the reputation of our brand.

We maintain a business relationship with DriveTime Automotive Inc. and other entities affiliated with our controlling stockholders for certain services and processes.

We maintain a business relationship with DriveTime, a related party due to the Garcia Parties’ control and ownership of substantially all of the interests in DriveTime.

We benefit from our relationship and a series of arrangements with DriveTime and its affiliates that cannot be assumed to have been negotiated at arm’s length.

There can be no assurance that DriveTime and the other affiliates will continue these arrangements on similar terms, or at all, and as a result our financial condition and results of operations may be adversely affected and historical costs may not always accurately reflect future costs and expenses.

The used car marketplace is a highly fragmented and highly competitive industry.

- traditional used vehicle dealerships such as CarMax;

- internet and online automotive sites, such as Amazon, Autobytel, AutoTrader, Cars, Carfax, CarGurus, eBay Motors, Edmunds, Google, KBB, and TrueCar;

- automobile manufacturers such as Ford, General Motors, Toyota, Volkswagen, Tesla, Rivian, and Lucid; and

- privately negotiated transactions.

For example, rapid changes in technology, including rideshare services and the development of autonomous vehicles (including Waymo, which is offering autonomous ride-hailing services in certain markets), could lead to a decrease in demand for our products.

In addition, technology related to generative AI is advancing rapidly, and its future impact on the automotive ecosystem is unknown.

Manufacturer incentives could also contribute to narrowing this price gap.

If we fail to

Further, we rely on agreements with third-parties to finance our vehicle inventory purchases, and may require additional financing arrangements in the future.

*Telephone Consumer Protection Act ("TCPA").* We utilize telephone calls and text messaging as a means of communicating with and marketing to consumers, some of which activities are regulated by the TCPA.

Further restrictions may also adversely affect our ability to attract customers.

New or additional

restrictive limitations on the transport of vehicles, such as the California Zero Emission Vehicle program, could increase our operating expenses.

We may incur losses or otherwise fail to enter these markets successfully.

This information may include social security numbers, credit scores, credit card information, and financial information.

Although we

have taken measures designed to safeguard such information and have received assurances from our third-party providers, our facilities and systems, and those of third-party providers, could be vulnerable to external or internal security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events.

Additionally, our increased use of artificial intelligence ("AI") technology through third party generative AI platforms and internal software to, for example, power our chatbots that streamline customer interactions and assist customers in navigating the purchasing process, improve internal work efficiencies, and enhance our recruitment and hiring processes, may result in cybersecurity, data privacy, and labor and employment risks.

Uncertainty around new and emerging AI technologies, including increased regulatory oversight, may require additional investment in the development and maintenance of proprietary datasets and machine learning models and development of appropriate protections and safeguards for handling the use of customer and employee data with AI technologies, which may be costly.

Furthermore, any sensitive information (including regulated, proprietary, and confidential information, including PII) that we input into a third-party generative AI platform could be leaked or disclosed to others, including if sensitive information is used to train the third parties’ AI model.

As a result, our future results could differ materially from*

- our history of losses and ability to maintain profitability in the future;

- our ability to sell our inventory expeditiously;

- our ability to successfully market and brand our business;

- our reliance on internet searches to drive traffic to our website and mobile application;

- our ability to comply with the Telephone Consumer Protection Act of 1991;

- the shift to use of mobile technology;

- our ability to obtain affordable inventory insurance;

- our ability to maintain adequate relationships with the lenders that finance our vehicle inventory purchases;

- errors in contracts with customers;

- our reliance on our proprietary credit scoring model in the forecasting of loss rates;

- our ability to comply with the terms of open source licenses;

- conditions affecting vehicle manufacturers, including manufacturer recalls and strikes;

- pandemics, epidemics, disease outbreaks and other public health crises;

- risks associated with the construction, financing, and operation of our inspection and reconditioning centers, hubs, vending machines, and auction sites;

- the legal proceedings to which we may be subject in the ordinary course of business.

- our corporate structure;

- substantial restrictions in our ability to use our net operating loss carryforwards in the event of an ownership change, as defined in the Internal Revenue Code; and

- potential restrictions if we were to be deemed an investment company under the Investment Company Act of 1940.

- changes in capital markets;

- risks related to the actions of short sellers of our Class A common stock;

- use of the net proceeds from our at-the-market program;

- we could sell substantial blocks of our Class A common stock in the future;

- the Company's Tax Asset Preservation Plan could hinder the market for our Class A common stock;

- we have no intention to pay dividends on our Class A common stock for the foreseeable future;

*General Risk Factors*

- our reliance on third-party technology to complete critical business functions;

- changes in effective tax rates or review of our tax returns;

- our internal controls over financial reporting; and

- negative research about our business.

The current macroeconomic environment is characterized by uncertain inflation expectations, heightened interest rates, heightened and unpredictable vehicle prices, high cost of energy and gasoline, reduced availability and higher cost of credit, reduced business and consumer confidence, stock market volatility, increased regulation, and global and domestic fears of recession.

These macroeconomic conditions have and may continue to result in decreased consumer demand, adversely affecting the market for used vehicles.

In fiscal year 2023, our focus on driving fundamental operating efficiency and initiatives to bolster unit economics, combined with industry and economic headwinds, decreased our sales volume as compared with fiscal year 2022.

The number of vehicles we sold to retail customers decreased by 24% to 312,847, compared to 412,296 in 2022.

Throughout 2023, we have sought to rapidly decrease expenses while optimizing for volume flexibility to adjust the business to changes in unit sales.

In 2024, reduced used vehicle industry demand, increasing benchmark interest rates, higher used vehicle depreciation rates, and our profitability initiatives may continue to impact the number of retail units sold.

If economic conditions worsen or a recession occurs, it is highly likely that the used car industry will be further impacted and we may be required to take stricter measures to

protect our business.

Moreover, global international conflicts, such as the conflict in Ukraine or the Hamas-Israel war have and may continue to result in broader macroeconomic uncertainty, which may affect the supply chain and market for used vehicles.

Other international uncertainty, such as changes in relations between China and Taiwan may also result in potential disruptions to our operations and business prospects.

Refer to "*Management's Discussion and Analysis of Financial Condition and Results of Operations*" in Part II, Item 7 of our [Annual [removed: Report on Form 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/1690820/000169082022000080/cvna-20211231.htm)] [added: Report](https://www.sec.gov/Archives/edgar/data/1690820/000169082024000093/cvna-20231231.htm) [on](https://www.sec.gov/Archives/edgar/data/1690820/000169082024000093/cvna-20231231.htm) [Form 10-K](https://www.sec.gov/Archives/edgar/data/1690820/000169082024000093/cvna-20231231.htm)] for the fiscal year ended December 31, [removed: 2022] [added: 2023] filed with the SEC on February [removed: 23, 2023] [added: 22, 2024] for discussion and analysis of our financial condition and results of operations for the fiscal year ended December 31, [removed: 2022] [added: 2023] compared to the fiscal year ended December 31, [removed: 2021.][added: 2022.]

[removed: While our current focus is on profitability, we] [added: 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.

- Retail units sold enable multiple revenue streams, including the sale of the vehicle itself, the sale of finance receivables originated to finance the vehicle, [removed: the sale of VSCs, GAP waiver coverage, other ancillary] [added: complementary] products, and the sale of vehicles acquired from customers.

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 [removed: ancillary products such as VSCs and GAP waiver coverage.][added: complementary products.]

Our largest source of revenue, retail vehicle sales, totaled [removed: $7.5] [added: $9.7] billion and [removed: $10.3] [added: $7.5] billion during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

We generate [added: 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.

[removed: Subsequent to the ADESA Acquisition, we] [added: We] also include revenue earned from the sale of wholesale marketplace units by non-Carvana sellers [removed: and buyers] through our wholesale marketplace platform, including auction fees and related service revenues, in wholesale sales and revenues.

Wholesale sales and revenues totaled [removed: $2.5] [added: $2.8] billion and [removed: $2.6] [added: $2.5] billion during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Other sales and revenues, which primarily includes gains on the sales of finance receivables we originate and sales commissions on [removed: ancillary] [added: complementary] products such as VSCs, GAP waiver coverage, and auto insurance, totaled [removed: $753 million] [added: $1.2 billion] and [removed: $741] [added: $753] million during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

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 [removed: ancillary] [added: 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.

[removed: During the current macroeconomic uncertainty, our] [added: Our] highest priority [removed: will continue] [added: continues] to be providing exceptional customer experiences while improving efficiency and utilizing our infrastructure to support efficient growth in retail units [removed: sold,] [added: sold] to help us move along the path to achieve sustained [removed: profitability and positive free cash flow.][added: profitability.]

- Leverage existing inspection and reconditioning infrastructure. As we scale, we intend to more fully utilize the capacity at our existing IRCs and auction [removed: locations with reconditioning capacity,] [added: locations,] which collectively have capacity to inspect and recondition [removed: approximately 1.3] [added: more than 1] million vehicles per year at full utilization.

- Increase conversion on existing products. We plan to continue to improve our website to highlight the benefits of our complementary product offerings, including financing, [removed: VSCs, GAP waiver coverage, other ancillary] [added: complementary] products, and trade-ins.

- [removed: Increase] [added: Increase] monetization of our finance receivables. We plan to continue selling finance receivables in securitization transactions and otherwise expand our base of financial partners who purchase the finance receivables originated on our platform to reduce our effective cost of funds.

We also regularly test different pricing of our products, including vehicle sticker prices, trade-in and independent vehicle offers, and [removed: ancillary] [added: complementary] product prices, and we believe we can improve by further optimizing prices over time.

Due to our historical [added: 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 [removed: and markets have continued] [added: continues] to mature, our results [removed: have] [added: may] become more reflective of typical market seasonality.

Used vehicle prices also exhibit seasonality, with used vehicles [added: generally] depreciating at a faster rate in the [removed: last two] [added: fourth and first] quarters of each year and a slower rate in the [removed: first two] [added: second and third] quarters of each year, all other factors being equal.

While we intend to become increasingly efficient over time, we also anticipate that our operating expenses will increase [removed: substantially] as we [removed: return to growth and continue to expand our logistics network, increase our advertising spending,] [added: grow retail units sold, wholesale units sold,] and [removed: serve more of the U.S. population.][added: wholesale marketplace units transacted.]

For discussion about our relationships with related parties, refer to Note 7 — Related Party Transactions of our consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K and our Proxy Statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Retail units sold | | | [removed: 312,847] [added: 416,348] | | | | | | [removed: 412,296] [added: 312,847] | | |

| Average monthly unique visitors (in thousands) | | | [removed: 14,581] [added: 17,248] | | | | | | [removed: 21,763] [added: 15,819] | | |

| Total website units | | | [removed: 33,075] [added: 53,360] | | | | | | [removed: 63,992] [added: 33,075] | | |

| Total gross profit per [added: retail] unit | | | $ | [added: 6,908 | | | | | $ |] 5,511 | | | | | $ | 3,022 | |

| Total gross profit per [added: retail] unit, non-GAAP | | | $ | [added: 7,196 | | | | | $ |] 5,984 | | | | | $ | 3,337 | |

We define retail units sold as the number of vehicles sold to customers in a given period, [added: including retail marketplace partner vehicles,] net of returns under our seven-day return policy.

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, [removed: VSCs, GAP waiver coverage, other ancillary] [added: complementary] products, and trade-ins.

We define a monthly unique visitor as an individual who has visited our website [added: or iOS/Android application] within a calendar month, based on data provided by Google Analytics.

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 [removed: coverage] [added: coverage,] and other [removed: ancillary] [added: complementary] products, and gross profit generated from wholesale sales of vehicles.

[added: 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.

Gross profit, non-GAAP is defined as gross profit plus depreciation and amortization [added: expense] in cost of sales, share-based compensation [removed: including the CEO Milestone Gift (as defined below)] [added: expense] in cost of sales, and restructuring [removed: costs,] [added: expense,] minus revenue related to warrants to purchase shares of Root's Class A common stock (the "Root Warrants") as discussed in Note 18 — Fair Value of Financial Instruments.

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 [removed: reserve for expected returns.]

The number of retail vehicles we sell depends on the volume of traffic to our website, our [removed: population coverage, 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 used car [removed: dealerships] [added: dealerships,] and general macroeconomic and used car industry conditions.

In [removed: 2022,] [added: 2023,] heightened inflation and rising interest rates resulted in lower demand for used vehicles.

Our [added: revenue per] retail [removed: average selling price] [added: unit] depends on macroeconomic and used car industry conditions, the mix of vehicles we acquire, retail prices in our markets, our pricing strategy, [removed: and] our average days to [removed: sale.][added: sale, and the number of retail marketplace units sold.]

Wholesale sales and revenues [removed: includes] [added: include] the aggregate proceeds we receive on vehicles we acquire and sell to [removed: wholesalers,] [added: wholesalers] and [removed: beginning in 2022,] wholesale marketplace revenues.

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 [added: market, including the level of depreciation in the wholesale vehicle] market.

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 [removed: commissions and] [added: auto insurance, including] Root Warrants we receive on sales of auto insurance.

We also sell the loans we originate under committed forward-flow arrangements, including a [removed: master purchase] [added: Master Purchase] and [removed: sale agreement,] [added: Sale Agreement (as defined in Note 8 — Finance Receivables Sales Agreements of our consolidated financial statements included in Part II, Item 8, "Financial Statements] and [added: Supplementary Data," of this Annual Report on Form 10-K), 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.

During the year ended December 31, 2024, the number of vehicles we sold to retail customers increased by 33.1% to 416,348, compared to 312,847 in the year ended December 31, 2023.

We are simultaneously maintaining our focus on efficiency gains and other profitability initiatives, while continuing to invest in technology and infrastructure to support efficient growth in retail units sold.

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 receive net revenue treatment due to the timing of payments with our partners.

Strategies to support efficient growth initiatives, which we may undertake from time to time include the following:

- Optimize average days to sale. Our goal is generally to optimize our inventory size relative to sales to achieve our desired average days to sale.

For the past several years, we have been and continue to be focused on driving fundamental gains in gross profit per unit and operational efficiency, flexibility, and scalability through process and technology improvements to increase profitability and provide a strong foundation for profitable growth.

As we continue targeting initiatives aimed at improving efficiencies, we are simultaneously investing in the profitable expansion of our business.

| | | | 2024 | | | | | | 2023 | | |

During 2024, the methodology used by Google Analytics to count unique visitors changed to include individuals visiting our iOS/Android application, in addition to those visiting our website.

We believe this change allows us to more accurately calculate and reflect average monthly unique visitors.

To conform to current period presentation, we have recast average monthly unique visitors for the year ended December 31, 2023.

The change in measurement methodology resulted in 8.5% more average monthly unique visitors for the year ended December 31, 2023, compared to previously reported numbers.

reserve for expected returns.

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 we 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 would lead to a decrease in retail revenue per unit sold, and vice versa, other things being equal.

Heightened inflation and interest rates persisted during the first several months of 2024, and, to a lesser extent, during the remainder of 2024, but were outweighed by seasonal demand associated with the timing of tax refunds and certain of our initiatives focused on growth in retail units sold.

SG&A expenses exclude the costs of inspecting and reconditioning vehicles and transporting vehicles from the point of acquisition to the IRC, which are

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.

Refer to Note 15 — Income Taxes for further discussion of the TRA.

| Total gross profit | | | $ | 2,876 | | | | | $ | 1,724 | | | | | 66.8 | | % |

| Retail vehicle unit sales | | | 416,348 | | | | | | 312,847 | | | | | | 33.1 | | % |

The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 416,348 from 312,847 during the years ended December 31, 2024 and 2023, respectively, partially offset by a decrease in retail revenue per retail unit sold to $23,252 in the year ended December 31, 2024 from $24,018 in the prior year, due primarily to higher retail marketplace units sold as a share of total retail units sold, partially offset by faster turn times, compared to the year ended December 31, 2023.

The increase was partially offset by higher overall depreciation in the wholesale vehicle market as the wholesale revenue per wholesale unit sold decreased to $9,611 from $10,527 during the years ended December 31, 2024 and 2023, respectively.

The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the year ended December 31, 2024 compared to the year ended December 31, 2023.

Additionally, the increase was driven by an increase in marketplace gross profit by $61 million to $147 million during the year ended December 31, 2024, compared to $86 million during the year ended December 31, 2023, due to an increase in the number of wholesale marketplace units transacted to 955,802 from 871,200 during the years ended December 31, 2024 and 2023, respectively.

| | | | 2024 | | | | | | 2023 | | |

Other Operating Expense, Net

Other operating expense, net increased by $4 million to $12 million during the year ended December 31, 2024 compared to $8 million during the year ended December 31, 2023, due to higher disposals of long-lived assets.

Loss on debt extinguishment was $12 million during the year ended December 31, 2024, due to the repurchase of $370 million of 2028 Senior Secured Notes in the open market for $384 million, which included $8 million of accrued interest and $1 million in pro-rata write-offs of unamortized debt issuance costs and unamortized premium.

Additionally, in the year ended December 31, 2024 the Company redeemed $100 million of 2028 Senior Secured Notes for $108 million, which included $3 million of accrued interest.

Other (income) expense, net was income of $73 million during the year ended December 31, 2024 and was primarily due to a $115 million increase in the fair value of Root Warrants and a $23 million increase in the fair value of beneficial interests in securitizations, partially offset by $67 million of TRA expense.

Other (income) expense, net was income of $9 million during the year ended December 31, 2023 and was primarily due to a $14 million increase in the fair value of beneficial interests in

securitizations, $6 million of other income, and a $3 million increase in the fair value of Root Warrants, partially offset by $14 million of TRA expense.

| Income tax (benefit) provision | | | (4) | | | | | | 25 | | | | | | 1 | | |

| Other operating expense, net | | | 12 | | | | | | 8 | | | | | | 14 | | |

| Depreciation and amortization expense in cost of sales | | | 140 | | | | | | 169 | | | | | | 114 | | |

| Share-based compensation expense in cost of sales | | | 1 | | | | | | — | | | | | | 16 | | |

| Root warrant revenue | | | (21) | | | | | | (21) | | | | | | (7) | | |

Due to profitability initiatives and macroeconomic impacts, including high interest rates during the year ended December 31, 2023, the number of vehicles we sold to retail customers decreased by 24.1% to 312,847, compared to 412,296 in the year ended December 31, 2022.

While our near-term objectives are geared towards a reduction in our selling, general and administrative ("SG&A") expenses, in the long term, we plan to invest in technology and infrastructure to support efficient growth in retail units sold.

Markets and Population Coverage

Our historical growth in retail units sold was driven by increased penetration in our existing markets and expansion into new markets.

We define a market as a metropolitan area in which we have commenced local advertising and generally offer home delivery to customers with a Carvana employee in a branded delivery truck.

We define our population coverage as the

percentage of the U.S. population that lives within those markets.

Opening a new market involves hiring a team of customer advocates, connecting the market to our existing logistics network and initiating advertising, both locally through a blend of brand and direct advertising channels, and on national television for increased brand awareness.

As a market scales, we may elect to build a vending machine in the market to further increase customer awareness and enhance our fulfillment operations.

Our advertising spend in each market is approximately proportionate to each market's population, subject to our profitability initiatives and adjustments based on specific characteristics of the market, used vehicle market seasonality, and special events such as vending machine openings.

We served 316 markets as of December 31, 2023, covering 81.1% of the U.S. population.

Over time, we have continually improved our market expansion playbook, which we believe provides us with the capability to efficiently execute our long-term growth plan.

While we are currently focused on driving profitability through efficiency and expense reduction, we are continually evaluating consumer demand, our operational capacity and our long-term growth plan to determine our market opening and vending machine launch strategy.

Secondarily, we plan to pursue several strategies designed to increase our brand awareness and total gross profit per unit.

These strategies may include the following:

- Reduce average days to sale. Our goal is generally to increase our sales at a faster rate than we increase our inventory size, which we believe would decrease average days to sale due to a relative increase in demand versus supply.

We have historically aggressively invested in the growth of our business.

Due to the current macroeconomic environment, we are focused on driving profitability through operating efficiency and reducing expenses in the short-term.

As a result, the inclusion of gross profit generated from wholesale

These trends continued into 2023, in which retail vehicle sales were also affected by a lower inventory size, lower advertising expense, and a focus on profitability initiatives.

Factors affecting wholesale gross

(3) Includes $0 and $16, respectively, of share-based compensation expense related to a commitment by the Company’s CEO, Ernest Garcia III to grant all employees as of January 5, 2022, 23 shares of Class A common stock from his personal shareholdings once employees reach their two-year employment anniversary (the “CEO Milestone Gift” or the “Gift”).

(5) Includes $0 and $39, respectively, of share-based compensation expense related to the CEO Milestone Gift.

NM = Not Meaningful (For the twelve months ended December 31, 2022, only includes wholesale marketplace data from the date of the ADESA Acquisition of May 9, 2022.)

The decrease in revenue was primarily due to a decrease in the

The decrease in retail units sold was driven by various macroeconomic factors including increased interest rates and inflation, leading to decreased vehicle affordability, as well as our increased focus on profitability initiatives, which have led to lower advertising levels and inventory size.

Additionally, there was a decrease in the average selling price of our retail units sold to $24,018 in the year ended December 31, 2023 from $24,870 in the prior year, due primarily to overall depreciation in the used vehicle market, despite improvements in turn times compared to the year ended December 31, 2022.

This increase was primarily driven by an increase in wholesale marketplace gross profit by $64 million to $86 million during the year ended December 31, 2023, compared to $22 million during the year ended December 31, 2022, which only included the results of ADESA subsequent to acquisition.

| CEO Milestone Gift (2) | | | (1) | | | | | | 26 | | |

(2) CEO Milestone Gift includes all equity-based compensation and payroll tax costs associated with the Gift, except those Gift costs related to preparing vehicles for sale, which are included in cost of sales.

During 2022, we implemented a number of profitability initiatives to reduce selling, general and administrative expenses, which continued throughout 2023 and included reducing our employee headcount, integrating real estate acquired as part of the ADESA Acquisition and reducing our corporate office footprint, and improving the targeting of our advertising spend.

In addition, the reduction in retail units sold contributed to reductions in several categories of selling, general and administrative expenses.

During the years ended December 31, 2023 and 2022, we realized a benefit of $1 million and an expense of $26 million, respectively, related to the CEO Milestone Gift within selling, general and administrative expense, which is presented separately above, as a result of more forfeitures than employees continuing to vest.

The change was primarily due to an expense related to the fair value associated with our Root Warrants during the year ended December 31, 2022, partially offset by a tax receivable agreement expense associated with the gain recognized on the Offers (as defined in Note 10 — Debt Instruments of

Income tax provision increased by $24 million to $25 million during the year ended December 31, 2023 compared to $1 million during the year ended December 31, 2022.

Following the ADESA Acquisition, we are also excluding depreciation and amortization in cost of sales, which was historically only a small component of cost of sales.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Gross profit | | | $ | 1,724 | | | | | $ | 1,246 | | | | | $ | 1,929 | |

| Restructuring (1) | | | — | | | | | | 7 | | | | | | — | | |

| Restructuring (1) | | | 7 | | | | | | 50 | | | | | | — | | |

We had total outstanding debt of [removed: $668] [added: $67] million under our short-term revolving facilities at December 31, [removed: 2023.][added: 2024.]

Based on the amounts outstanding, a 100-basis point increase or decrease in market interest rates would result in a change to annual interest expense of [removed: $8] [added: $1] million at December 31, [removed: 2023.][added: 2024.]

Our interest expense increased by [removed: $146] [added: $19] million to [removed: $632] [added: $651] million during the year ended December 31, [removed: 2023] [added: 2024] compared to [removed: $486] [added: $632] million during the year ended December 31, [removed: 2022,] [added: 2023,] primarily as a result of increased interest associated with the Senior Secured [removed: Notes.][added: Notes, partially offset by decreased interest associated with the Senior Unsecured Notes and short-term revolving facilities.]

Our long-term debt, consisting of our Senior Notes (as defined in Note 10 — Debt Instruments of our consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form [removed: 10-K), notes payable,] [added: 10-K)] and finance leases have fixed interest rates and terms, and as such, we consider the associated risk to our results of operations from changes in market rates of interest to be minimal.

However, [removed: given the current macroeconomic environment and its effect on our results of operations in the year ended December 31, 2023, which were primarily fewer units sold,] we [removed: will] continue to look for ways to manage any changes in consumer purchasing behavior and increased costs, both of which may [removed: continue to] adversely affect our business, financial condition, and results of operations.

Carvana Co. is a holding company that was formed as a Delaware corporation [removed: on November 29,] [added: in] 2016 [removed: to complete an initial public offering ("IPO") and related transactions] in order to operate the business of Carvana Group, LLC and its subsidiaries (collectively, "Carvana Group").

Carvana Co. Class A common stock trades on the New York Stock Exchange ("NYSE") under the symbol "CVNA." [removed: Unless the context requires otherwise, references in this Annual Report on Form 10-K to "Carvana," the "Company," "we," "us," and "our" refer to Carvana Co., Carvana Group, and its consolidated subsidiaries.]

We aim to deliver the best selection, [added: the] best value, and [added: the] best experience for used car buyers and sellers.

As of December 31, [removed: 2023,] [added: 2024,] we offer all customers a nationally pooled inventory of over [removed: 33,000] [added: 53,000] high-quality used vehicles on our website.

Our customer research indicates that size and [removed: range] [added: breadth] of selection are primary determinants of [removed: where customers will transact.][added: a customer's choice of retailer.]

Furthermore, our nationally pooled inventory system maximizes the [removed: breadth] [added: scope] of vehicle selection for our customers in any given [removed: location.][added: location, increasing the likelihood that customers are able to find the make, model, year, and color combination that they desire.]

[removed: Our] [added: We believe our] proprietary technology and vertically integrated business model allow us to enjoy a significantly lower variable cost structure [removed: at scale] versus traditional dealerships and to provide substantial value to our [removed: customers.][added: customers by providing a seamless, best-in-class car buying and selling experience.]

Our customers rated us an average of 4.7 out of 5.0 [removed: as of December 31, 2023] based on over [removed: 195,000] [added: 215,000] satisfaction surveys [added: on our website] from our inception through December 31, [removed: 2023.][added: 2024.]

Strengths [removed: &] [added: and] Competitive Advantages

Since our [removed: inception in 2012,] [added: inception,] we have been developing and leveraging the following key [removed: strengths of our robust platform,] [added: strengths,] which we believe provide [added: for] significant competitive advantages.

Our vertically integrated platform gives us control of all critical operations and transaction [removed: elements, which facilitates] [added: elements to allow us to facilitate] a fast, simple, and consistent user experience.

We control the algorithms that help determine the vehicles we make available to our customers, the prices of those vehicles, the financing [removed: terms, VSC and GAP waiver coverage options,] [added: terms offered to customers, complementary products,] and the [added: purchase prices and] trade-in values we offer.

We have invested heavily in our [removed: custom designed] [added: customer-facing] website to provide [removed: a cutting-edge] [added: an intuitive] user interface and have built a team of in-house customer advocates that is dedicated to providing first-rate customer service.

We believe this technology, coupled with our [removed: certification process] [added: inspection process, uniform cosmetic standard,] and seven-day return policy, generates the confidence and trust in our platform needed to buy a car online.

Our differentiated financing solutions provide customers with nearly instantaneous credit [removed: decisions] [added: terms] as well as flexibility and transparency in financing their vehicle purchase.

[removed: This] [added: We believe this] significantly enhances the quality of the loans that we generate and the [removed: premium] [added: value] we can capture when we sell them through securitization transactions or to our financing partners.

Efficient Logistics Network and [removed: Attractive] [added: Distinctive] Fulfillment Experience

We have developed proprietary logistics software and an in-house delivery network that differentiates us from [removed: competitors by allowing us] [added: competitors, and which is designed] to predictably and efficiently transport cars while providing customers [added: with] a distinctive fulfillment experience.

[removed: Our] [added: We offer customers in our markets a] home delivery [added: option that] is typically conducted by a Carvana employee on a branded [removed: delivery truck.][added: 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 [removed: vehicles.][added: vehicles, or at other customer-facing locations.]

[removed: These] [added: Our] vending machines provide an attractive and unique [added: pickup] experience for our customers and develop brand awareness while lowering our variable fulfillment expenses.

[removed: Following the] opening of a vending machine in one of our markets, our market penetration has typically seen a meaningful increase while our variable operating costs per [removed: car] [added: vehicle] sold have typically decreased.

As of December 31, [removed: 2023,] [added: 2024,] we leverage a network of [removed: reconditioning centers] [added: Reconditioning Sites] throughout the U.S. and [removed: supporting] [added: proprietary] software for our vehicle reconditioning and logistics activities that required significant investment in time and capital to develop.

[removed: Our] [added: Business and] Growth Strategies

[removed: This] [added: The foundation of our business is retail vehicle unit sales, which] drives the majority of our revenue and allows us to capture additional revenue streams associated with financing, [removed: VSCs, auto insurance and GAP waiver coverage,] [added: complementary products offerings,] as well as trade-in vehicles.

As we evolve, we believe we will continue to improve [removed: conversion on] [added: profitability associated with] these revenues and expand our offering of complementary products.

However, all of these additional revenue opportunities are derived from retail vehicle unit sales and, as a result, our [removed: growth] [added: business] strategies are primarily focused on this metric.

Our ability to generate [added: retail] vehicle sales is a function of our market penetration in existing markets, the number of markets we operate in, and our ability to build and maintain our brand by offering great value, [removed: transparency] [added: transparency,] and outstanding customer service.

Since [removed: launching Carvana eleven] [added: the launch of our first market twelve] years ago, our vertically integrated, customer-centered offering has enabled us to become one of the largest [added: and fastest growing] used automotive retailers in the U.S. [removed: for the year ended] [added: as of] December 31, [removed: 2023.][added: 2024.]

In [removed: 2022,] [added: 2022 and 2023,] as a result of changes in the economy, the market, and the industry, we shifted our [removed: priorities to] focus [removed: on] [added: to] driving profitability through fundamental operating efficiency.

Our growth has historically been driven by [added: opening new markets and] increasing market penetration in our existing markets.

[removed: However, our] [added: Our] long-term plan includes marketing and actively building our brand image and awareness in existing markets by improving [added: the speed and efficiency of] our [removed: operations, opening additional vending machines,] [added: operations] and increasing our inventory size.

Expanding our inventory selection depends on our ability to source and acquire a sufficient number of appropriate used vehicles, including acquiring more vehicles from customers, to develop processes for effectively utilizing capacity in our [removed: IRCs,] [added: Reconditioning Sites,] and to hire and train employees to staff these centers.

[removed: With the addition] [added: As] of [removed: ADESA's 56 auction sites,] [added: December 31, 2024,] we estimate that [removed: 80%] [added: 75%] of the U.S. population is [removed: now] within 100 miles of an IRC or auction site, which shortens the distance from our inventory pools to our [removed: customers, thereby reducing] [added: customers to reduce] delivery [removed: times, which, all else equal, should increase conversions.][added: times.]

In the long term, we [removed: will] [added: intend to] continue to make significant investments in improving and adding to our customer offering.

We believe that the complexity of automotive retail transactions provides substantial opportunity for technology investment and that our leadership and continued growth will enable us to responsibly invest in further [removed: separating] [added: differentiating] ourselves from our competitors’ offerings.

We intend to continue attracting new customers through advertising, [removed: public relations,] customer [removed: referrals and] [added: referrals,] customers selling us their [removed: vehicles.][added: vehicles, public relations, and social media.]

[removed: Our] [added: We believe our] growth is enhanced by providing a superior customer experience, which drives our ability to generate customer referrals and repeat sales.

The car purchasing and ownership cycle provides many opportunities to add value for our [removed: customers] [added: customers, such as VSCs] and [added: auto insurance, and] our technology expertise and process automation position us well to provide these services in [removed: unique and] differentiated ways.

[removed: Search] [added: Online Search] and [removed: Discovery.] [added: Shopping Experience.] We [removed: have developed] [added: offer] a mobile-optimized website, where prospective [added: retail] car buyers can immediately begin browsing, researching, [removed: filtering] [added: filtering,] and identifying their [added: vehicle of] choice from an inventory of over [removed: 33,000] [added: 53,000] total website units that we offer for [removed: sale.][added: sale as of December 31, 2024.]

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 36 million used auto retail transactions in the United States (“U.S.”) in 2023 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 2023 according to Automotive News.

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 December 31, 2024, to sell 2.2 million retail vehicles, generating $63.7 billion in total revenue since inception in 2012 through December 31, 2024.

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.

We have a uniform set of cosmetic standards across all Reconditioning Sites to provide a consistent customer experience.

Vehicles that do not meet Carvana standards are sold wholesale, either through our wholesale marketplace platform or through third party auctions.

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 intuitively and transparently shows the relationship between down payment, monthly payment and loan term to assist the customer in selecting the best payment plan tailored to their specific needs.

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.

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 which is aimed at allowing us to predictably and efficiently transport cars while providing customers with a distinctive fulfillment experience.

This proprietary logistics infrastructure enables us to offer our customers and

Our proprietary credit and underwriting platform is trained on over ten years of Carvana-originated loans, giving us information to make credit decisions aimed to optimize risk, vehicle characteristics, deal structure, and customer credit.

Our home delivery and pickup is typically conducted by a Carvana employee on a branded hauler, as soon as the same day in certain markets.

Customers in certain markets can also pick up or drop off their vehicles at one of our patented car vending machines, or at another customer-facing location.

Following the

This infrastructure gives us capacity to inspect and recondition more than 1 million cars per year at full utilization.

We believe these profitability initiatives allowed us to deliver substantial cost efficiency improvements and build a strong operational foundation for future growth.

Throughout 2024, we remained focused on driving operational efficiency and profitability while also shifting towards the long-term phase of driving profitable growth.

In this early stage, we are pursuing growth at a rate that seeks to balance the long-term benefits of scale with the continued opportunities we see to further enhance customer experiences.

We have physical infrastructure for continued growth, which gives us capacity to recondition over approximately 1 million vehicles per year.

Further, the acquisition of ADESA US Auction, LLC in 2022 provided us with 56 additional locations that could be built out to increase our reconditioning capacity.

Six of these ADESA auction sites have been built out to provide IRC capabilities, and the remaining sites provide continued potential for further growth.

With more than 36 million transactions in 2023, according to Cox Automotive, the used vehicle retail market represents a massive, highly fragmented industry, of which Carvana currently holds only approximately 1% of the market share.

We believe we are well positioned to benefit from secular e-commerce trends.

According to Federal Reserve Economic Data (FRED), e-commerce as a share of non-automotive retail has risen steadily for over 20 years and made up approximately 18% of all non-automotive retail transactions as of 2023.

Within the automotive retail industry, e-commerce adoption has lagged behind that of other retail segments, but we believe that as customers continue becoming more accustomed to making larger purchases online, e-commerce will make up an increasing share of automotive retail as it has in other retail segments.

The large scale and fragmentation of the used retail vehicle market, coupled with the ongoing adoption of e-commerce more broadly, presents a differentiated opportunity for continued growth.

Carvana intends to take advantage of this market opportunity by executing the following key elements of our growth strategy:

We seek to continue to optimize and broaden the selection of vehicles we make available to our customers.

We are a technology-native retailer.

This has allowed us to develop numerous custom-built tools designed to interact with one another to provide seamless and best-in-class customer experiences.

We operate 39 vending machines across the country which have catalyzed word-of-mouth publicity and increased awareness of our brand.

Further, we believe that the shift of customer preference toward e-commerce has been, and will continue to be, a long-term asset to our brand awareness and growth.

Each element of our business, from inventory procurement to fulfillment and overall ease of the online transaction, has been built for this singular purpose.

We provide refreshingly different and convenient experiences for used car buying and selling that can save customers time and money.

On our platform, consumers can research and identify a vehicle, inspect it using our patented 360-degree vehicle imaging technology, obtain financing and warranty coverage, purchase the vehicle, and schedule delivery or pick-up, all from their desktop or mobile device.

Additionally, a customer can obtain a conditional offer online for their vehicle by answering a few questions without needing to provide service records.

Our transaction technologies and online platform transform a traditionally time-consuming process by allowing customers to secure financing, complete a purchase or sale, and schedule delivery or pick-up online in as little as 10 minutes.

Our technology and infrastructure allow us to seamlessly and cost-efficiently deliver this experience to our customers.

We use proprietary algorithms to optimize our nationally pooled inventory of over 33,000 total website units, inspect and recondition our vehicles based on our inspection process, and operate our own logistics network to deliver cars directly to customers in our markets as soon as the same day in certain markets.

Customers in certain markets also have the option to pick up their vehicle at one of our patented vending machines, which provides an exciting pick-up experience for the customer while decreasing our variable costs, increasing scalability and building brand awareness.

In addition, through our acquisition (the "ADESA Acquisition") of ADESA U.S. Auction, LLC ("ADESA"), we also have 56 auction sites throughout the U.S., which enhance our customer offering by facilitating a broader selection of vehicles and faster delivery times.

The automotive retail industry’s large size, fragmentation, and lack of differentiated offerings present an opportunity for disruption.

We have demonstrated that our custom-built business model can capitalize on this opportunity.

From the launch of our first market in January 2013 through December 31, 2023, we purchased, reconditioned, sold, and delivered 1.7 million retail vehicles to customers through our website, cumulatively generating $50.1 billion in revenue.

Our sales have grown since our inception as we have increased our market penetration in our existing markets and added new markets.

As of December 31, 2023, we have established a logistics network and local marketing presence in 316 metropolitan cities and our in-house distribution network services 81.1% of the U.S. population, and in the long term we plan to continue to expand our population coverage.

Industry Background & Market Opportunity

Large and Fragmented Market

The U.S. automotive industry generated approximately $1.2 trillion in sales in 2022, according to a 2023 NADA Auto Retailing market summary.

Further, automotive and auto parts sales represented roughly 22% of the U.S. retail economy in 2022, according to the U.S. Census Bureau.

Based on Cox Automotive data, there were an estimated 35.9 million used vehicle transactions in 2023.

The used car retail industry is highly fragmented.

As of 2021, the largest dealer brand commanded approximately 2.3% of the U.S. market and the top 100 used car retailers collectively held approximately 11.1% market share, according to Automotive News.

Additionally, consumers are often dissatisfied with the traditional used car buying process.

According to the 2023 Cox Automotive Car Buyer Journey Study, only 68% of used car buyers were satisfied with the experience.

The traditional used car retailing model is costly, operationally challenging and difficult to scale.

Providing an end-to-end solution requires inspection, repair, reconditioning and showroom facilities, as well as inventory sourcing and financing capabilities, substantially all of which is traditionally done at each dealership location.

Additional variable costs include the salaries of on-site employees, inventory financing fees, and vehicle transportation costs.

Additional challenges in automotive retailing, both online and offline, stem from the following unique characteristics of selling cars:

- big ticket item, often representing the second most expensive purchase many consumers make and finance, and one of the customer’s largest and longest life cycle purchases;

- range of taste in make, model, body style, price, year, mileage, color, drivetrain, and features;

- complex transaction often involving a vehicle trade-in, financing, and the purchase of add-on service products to protect the customer’s investment;

- reliance on third parties for critical business functions; and

- state and local regulatory variability.

The Way Consumers Buy Cars Is Changing

Consumers no longer rely solely on traditional media and dealerships to discover and research vehicles.

In fact, the 2023 Car Buyer Journey report from Cox Automotive indicates that a typical used car buyer spends approximately seven hours researching his or her prospective car purchase online.

As e-commerce has become more established, reaching 15.6% of total retail sales in the U.S. during the first three quarters of 2023 according to the U.S. Census Bureau, consumers have become more comfortable buying taste-driven, higher-priced products such as consumer electronics and home furnishings online.

Similarly, auto consumers are interested in e-commerce solutions for their car purchasing needs - 64% of buyers prefer to experience more of the purchase process online, compared to their last vehicle purchase, according to the 2021 Digitization of End to End Retailing report from Cox Automotive.

What Auto Consumers Want

As a result of the unique aspects of purchasing a vehicle, consumers have a distinct set of expectations that are challenging for traditional used car retailers to address.

- Wide selection*.* Automobiles vary widely in model, style, color, age and price, and consumers exhibit differing tastes, style, and purchasing goals and budgets.

From time to time, we are involved in various [removed: claims and] [added: claims,] legal [removed: actions that arise in the ordinary course of business.][added: actions, and government inquiries.]

For more [removed: information,] [added: information regarding our material pending legal proceedings,] see “Legal Matters” in Note 17 — Commitments and Contingencies, included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.

Although the results of litigation and claims 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.

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 cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the common stock of the registrant held by non-affiliates was [removed: $2.5] [added: $14.7] billion based on the closing price of the common stock on the New York Stock Exchange on [removed: such date.][added: June 28, 2024.]

As of February [removed: 16, 2024,] [added: 14, 2025,] the registrant had [removed: 116,279,730] [added: 134,046,880] shares of Class A common stock outstanding and [removed: 85,619,471] [added: 79,119,471] shares of Class B common stock outstanding.

Portions of the registrant's Definitive Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | Business | | | [removed: [2](#if09c9fd115bd49fb8f0b57033d7111b2_13)] [added: [1](#i738ec671e79945919223b81d77c51168_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [14](#if09c9fd115bd49fb8f0b57033d7111b2_25)] [added: [9](#i738ec671e79945919223b81d77c51168_25)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [46](#if09c9fd115bd49fb8f0b57033d7111b2_28)] [added: [29](#i738ec671e79945919223b81d77c51168_28)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [48](#if09c9fd115bd49fb8f0b57033d7111b2_3848290698440)] [added: [48](#i738ec671e79945919223b81d77c51168_31)] | | |

| Item 2. | | | Properties | | | [removed: [47](#if09c9fd115bd49fb8f0b57033d7111b2_31)] [added: [31](#i738ec671e79945919223b81d77c51168_34)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [48](#if09c9fd115bd49fb8f0b57033d7111b2_37)] [added: [31](#i738ec671e79945919223b81d77c51168_40)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [48](#if09c9fd115bd49fb8f0b57033d7111b2_40)] [added: [31](#i738ec671e79945919223b81d77c51168_43)] | | |

| Item 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | | | [removed: [49](#if09c9fd115bd49fb8f0b57033d7111b2_43)] [added: [32](#i738ec671e79945919223b81d77c51168_46)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [51](#if09c9fd115bd49fb8f0b57033d7111b2_46)] [added: [34](#i738ec671e79945919223b81d77c51168_49)] | | |

| Item 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [52](#if09c9fd115bd49fb8f0b57033d7111b2_52)] [added: [35](#i738ec671e79945919223b81d77c51168_55)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures about Market Risk | | | [removed: [70](#if09c9fd115bd49fb8f0b57033d7111b2_118)] [added: [53](#i738ec671e79945919223b81d77c51168_127)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [72](#if09c9fd115bd49fb8f0b57033d7111b2_124)] [added: [54](#i738ec671e79945919223b81d77c51168_133)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [127](#if09c9fd115bd49fb8f0b57033d7111b2_253)] [added: [108](#i738ec671e79945919223b81d77c51168_271)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [127](#if09c9fd115bd49fb8f0b57033d7111b2_256)] [added: [108](#i738ec671e79945919223b81d77c51168_274)] | | |

| Item 9B. | | | Other Information | | | [removed: [127](#if09c9fd115bd49fb8f0b57033d7111b2_259)] [added: [108](#i738ec671e79945919223b81d77c51168_277)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [128](#if09c9fd115bd49fb8f0b57033d7111b2_262)] [added: [109](#i738ec671e79945919223b81d77c51168_283)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [129](#if09c9fd115bd49fb8f0b57033d7111b2_265)] [added: [110](#i738ec671e79945919223b81d77c51168_286)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [129](#if09c9fd115bd49fb8f0b57033d7111b2_268)] [added: [110](#i738ec671e79945919223b81d77c51168_289)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [129](#if09c9fd115bd49fb8f0b57033d7111b2_271)] [added: [110](#i738ec671e79945919223b81d77c51168_292)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [129](#if09c9fd115bd49fb8f0b57033d7111b2_274)] [added: [110](#i738ec671e79945919223b81d77c51168_295)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [129](#if09c9fd115bd49fb8f0b57033d7111b2_277)] [added: [110](#i738ec671e79945919223b81d77c51168_298)] | | |

| Item 15. | | | Exhibit and Financial Statement Schedules | | | [removed: [130](#if09c9fd115bd49fb8f0b57033d7111b2_280)] [added: [112](#i738ec671e79945919223b81d77c51168_301)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [130](#if09c9fd115bd49fb8f0b57033d7111b2_283)] [added: [112](#i738ec671e79945919223b81d77c51168_304)] | | |

- the impact [added: and outcome] of litigation, government inquiries, and investigations; and

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024

| | | | | | | | | |

| | | | Signatures | | | [114](#i738ec671e79945919223b81d77c51168_310) | | |

- expectations and plans regarding our business strategy;

| Preferred Stock Purchase Rights | | | — | | | New York Stock Exchange | | |

| | | | Signatures | | | [132](#if09c9fd115bd49fb8f0b57033d7111b2_289) | | |

- business strategy;

We consider cybersecurity protection, including protection of [removed: sensitive] customer, employee, and partner information, to be a priority in the Company’s business, strategy, and management.

The Audit Committee [removed: is responsible for ensuring sufficient oversight of our cybersecurity risk exposures and] leads the full Board in periodic reviews of the adequacy and effectiveness of our information security program and internal controls, including quarterly and ad hoc updates of cybersecurity risks, initiatives, and key metrics.

Senior leaders from our Information Security, [removed: Legal] [added: Legal, Privacy,] and Compliance teams provide the Board and Audit Committee with periodic briefings of our current risks and security strategy, as well as future plans with regard to cybersecurity posture, preparation, prevention, and incident response.

Our Chief Information Security Officer ("CISO"), who has extensive cybersecurity knowledge and experience, with over [removed: ten] [added: 15] years in the field of information security, [added: including over seven years of experience leading information security departments within financial services and technology organizations as a cybersecurity executive,] is primarily responsible for assessing and managing cybersecurity risk.

It partners with a variety of business units, including our engineering, legal, [added: privacy,] compliance, internal audit, technology, and product teams to identify and control emerging risks.

[removed: We] [added: The Information Security and privacy teams] also from time to time engage [added: consultants and other] third parties to assist in investigating and remediating security incidents, monitoring of security vulnerabilities, and performing risk assessments based on industry standards such as the National Institute of Standards and Technology (NIST) Cybersecurity Framework.

The Information Security Team additionally has adopted security control principles based on ISO 27002:2022 and [removed: uses] [added: partners with counterparts in our legal department to use] various formalized incident management and monitoring standards and incident response plans and playbooks, which define immediate steps in the event of a cybersecurity incident, roles and responsibilities, as well as materiality criteria to allow for efficient and effective incident management.

[removed: The Company maintains] [added: We maintain] cybersecurity insurance to mitigate the risks of a material cybersecurity incident; however, the costs may exceed our coverage and, therefore, may not be fully insured.

While management is responsible for the day-to-day handling of our risk management program, the Board of Directors, as a whole and through its committees, oversees risk management, including cybersecurity risks.

The Board has delegated certain risk management responsibilities with respect to cybersecurity to the Audit Committee, which is responsible for ensuring sufficient oversight of our cybersecurity risk exposures.

As of December 31, [removed: 2023,] [added: 2024,] we operated the following facilities in the U.S.:

| Corporate headquarters | | | | | | — | | | | | | [removed: 1.4] [added: 1.2] | | | | | | — | | | | | | [removed: 48] [added: 39] | | |

| Other facilities (1) | | | | | | 5.2 | | | | | | 5.7 | | | | | | 4,162 | | | | | | 3,125 | | |

We believe that our properties are adequate and suitable for our business as presently conducted.

| Other facilities (1) | | | | | | 4.9 | | | | | | 6.0 | | | | | | 4,111 | | | | | | 3,235 | | |

[removed: On April 28, 2017, our] [added: Our] Class A common stock [removed: began trading] [added: trades] on the NYSE under the ticker symbol "CVNA."

As of February [removed: 16, 2024,] [added: 14, 2025,] there were [removed: 11] [added: 10] shareholders of record of our Class A common stock.

As of February [removed: 16, 2024,] [added: 14, 2025,] there were 9 shareholders of record of our Class B common stock.

The following graph compares the total shareholder return from December 31, [removed: 2018] [added: 2019] through December 31, [removed: 2023] [added: 2024] of (i) our Class A common stock, (ii) the Standard and Poor's 500 Stock Index ("S&P 500") and (iii) the Standard and Poor's 500 Retailing Index ("S&P 500 Retailing Index"), assuming an initial investment of $100 on December 31, [removed: 2018] [added: 2019] and including reinvestment of dividends where applicable.

[removed: ][added: ]

There were no unregistered sales of equity [added: securities] during the year ended December 31, [removed: 2023,] [added: 2024,] except as otherwise previously reported in a Current Report on Form 8-K.

During the year ended December 31, [removed: 2023,] [added: 2024,] pursuant to the terms of the Exchange Agreement entered into in connection with our [removed: IPO,] [added: initial public offering,] certain LLC Unitholders exchanged [removed: less than 0.1] [added: 8.7] million LLC Units and [removed: no] [added: 6.5 million] shares of Class B common stock for [removed: less than 0.1] [added: 6.9] million shares of Class A common stock.

Such shares were issued in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of [removed: 1933.][added: 1933, as amended.]

| Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248) | | | [removed: [73](#if09c9fd115bd49fb8f0b57033d7111b2_127)] [added: [55](#i738ec671e79945919223b81d77c51168_136)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [76](#if09c9fd115bd49fb8f0b57033d7111b2_130)] [added: [57](#i738ec671e79945919223b81d77c51168_139)] | | |

| Consolidated Statements of Operations for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [77](#if09c9fd115bd49fb8f0b57033d7111b2_133)] [added: [58](#i738ec671e79945919223b81d77c51168_142)] | | |

| Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [78](#if09c9fd115bd49fb8f0b57033d7111b2_136)] [added: [59](#i738ec671e79945919223b81d77c51168_145)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] | | | [removed: [80](#if09c9fd115bd49fb8f0b57033d7111b2_139)] [added: [61](#i738ec671e79945919223b81d77c51168_148)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [81](#if09c9fd115bd49fb8f0b57033d7111b2_145)] [added: [62](#i738ec671e79945919223b81d77c51168_154)] | | |

Board of Directors and [removed: Shareholders][added: Stockholders]

We have audited the accompanying consolidated balance sheets of Carvana Co. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement [removed: schedules] [added: schedule] included under Item 15 (collectively referred to as the [removed: “financial] [added: “consolidated financial] statements”).

In our opinion, the [added: consolidated] financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in the 2013 *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated February [removed: 22, 2024] [added: 19, 2025] expressed an unqualified opinion.

These [added: consolidated] financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s [added: consolidated] financial statements based on our audits.

[removed: The critical] [added: Critical] audit [removed: matter communicated below is a matter] [added: matters are matters] arising from the current period audit of the financial statements that [removed: was] [added: are] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We have audited the internal control over financial reporting of Carvana Co. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in the 2013 *Internal Control—Integrated Framework* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in the 2013 *Internal Control—Integrated Framework* issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, [removed: 2023,] [added: 2024,] and our report dated February [removed: 22, 2024] [added: 19, 2025] expressed an unqualified opinion on those financial statements.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s [added: Annual] Report on Internal Controls over Financial Reporting.

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [added: 1,716 | | | | | $ |] 530 | | | | | $ | 434 | |

| Restricted cash | | | [added: 44 | | | | | |] 64 | | | | | | 194 | | |

| Accounts receivable, net | | | [removed: 266] [added: 303] | | | | | | [removed: 253] [added: 266] | | |

| Finance receivables held for sale, net | | | [removed: 807] [added: 612] | | | | | | [removed: 1,334] [added: 807] | | |

| Vehicle inventory | | | [removed: 1,150] [added: 1,608] | | | | | | [removed: 1,876] [added: 1,150] | | |

| Beneficial interests in securitizations | | | [removed: 366] [added: 464] | | | | | | [removed: 321] [added: 366] | | |

| Other current assets, including [removed: $3] [added: $4] and [removed: $6,] [added: $3,] respectively, due from related parties | | | [removed: 138] [added: 122] | | | | | | [removed: 182] [added: 138] | | |

| Total current assets | | | [removed: 3,321] [added: 4,869] | | | | | | [removed: 4,594] [added: 3,321] | | |

| Property and equipment, net | | | [removed: 2,982] [added: 2,773] | | | | | | [removed: 3,244] [added: 2,982] | | |

| Operating lease right-of-use assets, including [removed: $10] [added: $13] and [removed: $14,] [added: $10,] respectively, from leases with related parties | | | [removed: 455] [added: 440] | | | | | | [removed: 536] [added: 455] | | |

| Intangible assets, net | | | [removed: 52] [added: 34] | | | | | | [removed: 70] [added: 52] | | |

| Other [removed: assets,] [added: current liabilities,] including [removed: $0] [added: $16] and [removed: $1,] [added: $3,] respectively, due [removed: from] [added: to] related parties | | | [removed: 261] [added: 106] | | | | | | [removed: 254] [added: 83] | | |

| Total assets | | | $ | [removed: 7,071] [added: 8,484] | | | | | $ | [removed: 8,698] [added: 7,071] | |

| Accounts payable and accrued liabilities, including [removed: $7] [added: $17] and [removed: $16,] [added: $7,] respectively, due to related parties | | | $ | [removed: 596] [added: 856] | | | | | $ | [removed: 777] [added: 596] | |

| Short-term revolving facilities | | | [removed: 668] [added: 67] | | | | | | [removed: 1,534] [added: 668] | | |

| Current portion of long-term debt | | | [removed: 189] [added: 309] | | | | | | [removed: 201] [added: 189] | | |

| [removed: Other current] [added: Operating lease] liabilities, [added: excluding current portion,] including [removed: $3] [added: $10] and [removed: $4,] [added: $7,] respectively, from leases with related parties | | | [removed: 83] [added: 414] | | | | | | [removed: 80] [added: 433] | | |

| Total current liabilities | | | [removed: 1,536] [added: 1,338] | | | | | | [removed: 2,592] [added: 1,536] | | |

| Long-term debt, excluding current portion | | | [removed: 5,416] [added: 5,256] | | | | | | [removed: 6,574] [added: 5,416] | | |

| Other liabilities, including [removed: $11] [added: $48] and [removed: $0,] [added: $11,] respectively, due to related parties | | | [removed: 70] [added: 101] | | | | | | [removed: 78] [added: 70] | | |

| Total liabilities | | | [removed: 7,455] [added: 7,109] | | | | | | [removed: 9,751] [added: 7,455] | | |

| Stockholders' [removed: deficit:] [added: equity (deficit):] | | | | | | | | | | | |

We determined that there are no critical audit matters.

February 19, 2025

Board of Directors and Stockholders

February 19, 2025

| Other operating expense, net | | | 12 | | | | | | 8 | | | | | | 14 | | |

| Operating income (loss) | | | 990 | | | | | | (80) | | | | | | (2,351) | | |

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| Exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises | | | | | | | | | | | | | | | | | | | | | 46 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | (1) | | | | | | — | | |

| Exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises | | | | | | | | | | | | | | | | | | | | | 31 | | | | | | — | | | | | | (2) | | | | | | — | | | | | | 1 | | | | | | — | | | | | | (1) | | | | | | — | | |

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| Net income | | | | | | | | | | | | | | | | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | 210 | | | | | $ | 194 | | | | | $ | 404 | |

| Issuance of Class A common stock, net of underwriters' discounts and commissions and offering expenses | | | | | | | | | | | | | | | | | | | | | 6,826 | | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | $ | 1,264 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,264 | |

| Adjustments to the non-controlling interests related to equity offerings | | | | | | | | | | | | | | | | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | $ | (515) | | | | | $ | — | | | | | $ | 515 | | | | | $ | — | |

| Exchanges of LLC Units and adjustments to non-controlling interests related to RSU vesting and NQSO exercises | | | | | | | | | | | | | | | | | | | | | 6,923 | | | | | | $ | — | | | | | (6,500) | | | | | | $ | — | | | | | $ | (33) | | | | | $ | — | | | | | $ | 33 | | | | | $ | — | |

| Contribution of Class A common stock from related party | | | | | | | | | | | | | | | | | | | | | (1) | | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

| Balance, December 31, 2024 | | | | | | | | | | | | | | | | | | | | | 133,271 | | | | | | $ | — | | | | | 79,119 | | | | | | $ | — | | | | | $ | 2,676 | | | | | $ | (1,416) | | | | | $ | 115 | | | | | $ | 1,375 | |

| Goodwill impairment | | | — | | | | | | — | | | | | | 847 | | |

| Loss (Gain) on debt extinguishment | | | 12 | | | | | | (878) | | | | | | — | | |

Certain prior period amounts have been reclassified to conform to current period presentation to account for the additions of other operating expense, net and operating income (loss) in our accompanying consolidated statements of operations.

During the year ended December 31, 2024, the Company (i) repurchased and cancelled $370 million of principal amount of 2028 Senior Secured Notes (as defined below); (ii) redeemed $100 million of principal amount of 2028 Senior Secured Notes; (iii) received net cash

proceeds of $1.3 billion from its "at-the-market offering" program (the "ATM Program"); and (iv) amended certain revolving credit facilities primarily to extend maturities.

In January 2025, the Company (i) amended its Master Purchase and Sale Agreement (as defined below) for the purchaser to purchase up to a maximum of $4.0 billion of principal balances of finance receivables from the amendment date through January 2026; and (ii) extended another of its short-term revolving credit facilities through April 2026.

million as of December 31, 2024 and 2023, respectively.

the period over which expected cash flows are used to measure the fair value of the intangible asset at acquisition.

securitization trusts.

As of December 31, 2024 and 2023, other current liabilities primarily consist of the current portion of operating lease liabilities, deferred revenue associated with Root Warrants (as further discussed in Note 18 — Fair Value of Financial Instruments), and tax receivable agreement ("TRA") liability (as further discussed in Note 15 — Income Taxes).

Retail vehicle sales also include service revenue from retail marketplace transactions, which are retail marketplace partner vehicles sold to customers through Carvana, where the Company recognizes revenue on the sale of the vehicle on a net basis.

The Company recognizes revenue at the amount it expects to receive for the used wholesale vehicle,

The Company operates and manages an integrated business with the overall objective of increasing the number of retail units sold and total gross profit per retail unit.

The amounts presented in each revenue line item in the accompanying consolidated statements of operations represent categories of revenue disaggregated by product and customer type.

The measure of segment assets is reported on the accompanying consolidated balance sheets as total assets.

| Net sales and operating revenues | | | $ | 13,673 | | | | | $ | 10,771 | | | | | $ | 13,604 | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

*Derecognition of Transferred Finance Receivables*

As described further in Notes 2, 8, and 9 to the financial statements, the Company is party to various transfer agreements pursuant to which it sells finance receivables meeting specified underwriting criteria to financing partners, and also transfers its finance receivables to securitization trusts as asset backed securitization transactions.

The Company's transfers of finance receivables to financing partners and asset backed securitizations are considered sales of financial assets in accordance with Accounting Standards Codification (ASC) 860, *Transfers and Servicing* (“ASC 860”).

ASC 860 outlines certain criteria in order for the Company to derecognize the finance receivables upon the completion of the transfer, as presented within the statements of cash flows.

We identified the determination that the transfers of finance receivables meet the derecognition criteria of ASC 860 as a critical audit matter.

The principal consideration for our determination that transfers of finance receivables meet the derecognition criteria of ASC 860 is a critical audit matter is because the transfers of finance receivables from the Company to both its financing partners and securitization trusts requires complex auditor judgments to determine that these transactions meet the derecognition criteria of ASC 860, specifically evaluating the legal isolation criteria of the transferred finance receivables from the Company.

Our audit procedures related to the determination that transfers of finance receivables meet the derecognition criteria of ASC 860 included the following, among others:

- We tested the design and operating effectiveness of management's review control over the accounting determination that the transfers of finance receivables meet the derecognition criteria set forth in ASC 860.

- We read the various transfer and sale agreements between the Company and its financing partners and securitization trusts, assessed the true sale and non-consolidation legal opinions provided by management's experts, and evaluated the information with respect to management's analysis of the criteria set forth in ASC 860 to permit the derecognition of the finance receivables.

February 22, 2024

| Operating lease liabilities, excluding current portion, including $7 and $9, respectively, from leases with related parties | | | 433 | | | | | | 507 | | |

(1) Weighted-average shares of Class A common stock outstanding - basic have been adjusted for unvested restricted stock awards.

| Balance, December 31, 2020 | | | | | | | | | | | | | | | | | | | | | 76,512 | | | | | | $ | — | | | | | 95,592 | | | | | | $ | — | | | | | $ | 742 | | | | | $ | (354) | | | | | $ | 414 | | | | | $ | 802 | |

| Net loss | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (135) | | | | | | (152) | | | | | | (287) | | |

| Exchanges of LLC Units | | | | | | | | | | | | | | | | | | | | | 13,145 | | | | | | — | | | | | | (12,692) | | | | | | — | | | | | | 43 | | | | | | — | | | | | | (43) | | | | | | — | | |

| Exchanges of LLC Units | | | | | | | | | | | | | | | | | | | | | 46 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | (1) | | | | | | — | | |

| Exchanges of LLC Units | | | | | | | | | | | | | | | | | | | | | 31 | | | | | | — | | | | | | (2) | | | | | | — | | | | | | 1 | | | | | | — | | | | | | (1) | | | | | | — | | |

| Purchases of investments | | | — | | | | | | — | | | | | | (126) | | |

During the year ended December 31, 2023, the Company (i) received net cash proceeds of $327 million from its "at-the-market offering" program and $126 million from its private placement of Class A Units and Class B common stock to the Garcia Parties; (ii) launched and closed an offer to exchange its Senior Unsecured Notes for new Senior Secured Notes that significantly reduced near-term cash interest expense and total debt outstanding; (iii) amended certain revolving credit facilities primarily to extend maturities; and (iv) on November 1, 2023, the Company resized the Floor Plan Facility to $1.5 billion and extended its maturity date to April 30, 2025.

Management believes that current working capital, cash flows

As of December 31, 2023 and 2022, restricted cash also includes certain cash held for corporate insurance purposes.

on contractual loan terms and is included in other sales and revenues.

that useful lives have significantly changed from the previous estimate.

As of December 31, 2023 and 2022, other current liabilities primarily consist of the current portion of operating lease liabilities.

Furthermore, the Company offers similar

In making the assessment under the more likely than not standard, appropriate consideration must be given to all positive and negative evidence related to the realization of the deferred tax assets.

The amendments in the update require the disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit and loss.

The amendments also require disclosure of all other segment items by reportable segment and a description of its composition.

Early adoption is permitted.

The following table summarizes the allocation of the purchase price consideration to identifiable assets acquired and liabilities assumed as of December 31, 2022:

| Current assets | | | $ | 208 | |

| Total Assets Acquired | | | 1,757 | | |

| Liabilities Assumed | | | | | |

| Current liabilities | | | 233 | | |

| Total Liabilities Assumed | | | 400 | | |

| Net Assets Acquired | | | 1,357 | | |

| Purchase price consideration | | | 2,195 | | |

Management's [added: Annual] Report on Internal Controls over Financial Reporting

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, [removed: 2023] [added: 2024] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

There were no changes in our internal controls over financial reporting [removed: identified in management's evaluation] during the three months ended December 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On December [removed: 15, 2023, Mark Jenkins,] [added: 3, 2024, Tom Taira,] the Company's [removed: Chief Financial Officer, terminated] [added: President of Special Projects, 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").

[removed: Mr. Jenkins's] [added: The previously adopted] 10b5-1 Plan was [removed: adopted] [added: entered into] on March [removed: 15, 2021] [added: 16, 2021, was set to expire on December 31, 2024,] and provided for the potential sale of up to [removed: 499,965] [added: approximately 499,973] shares of Class A common stock, including shares obtained from the conversion of Carvana Group, LLC Class B common units into shares of Class A common stock.

[removed: Following the termination of the previous 10b5-1 Plan, on] [added: On] December [removed: 15, 2023,] [added: 13, 2024,] Mr. [removed: Jenkins] [added: Gill] entered into a new 10b5-1 Plan, [added: providing for the]

[removed: which] [added: Mr. Taira's 10b5-1 Plan] provides for the potential sale of up to [removed: 310,000] [added: 128,471] shares of Class A common stock, including shares obtained [removed: from] [added: through] the exercise of vested stock [removed: options covered by the 10b5-1 Plan] [added: options,] between [added: the first potential sale date] on [removed: or after] March [removed: 15, 2024] [added: 4, 2025] and [added: the expiration of the 10b5-1 Plan on] December 31, 2025.

[removed: Mr. Palmer's] [added: On December 13, 2024, Ernest Garcia III, the Company's Chief Executive Officer, entered into a] 10b5-1 Plan [removed: provides] [added: providing] for the potential sale of up to [removed: 15,000] [added: 1,000,000] shares of Class A common stock between [added: the first potential sale date] on [removed: or after] March [removed: 1, 2024] [added: 14, 2025,] and [removed: August 31, 2024.][added: the expiration of the 10b5-1 Plan on March 16, 2026.]

On December 11, 2024, Daniel Gill, the Company's Chief Product Officer, terminated his previously disclosed 10b5-1 Plan, entered into on June 14, 2023.

potential sale of up to 515,166 shares of Class A common stock, including shares obtained through the exercise of vested stock options, between the first potential sale date on March 14, 2025, and the expiration of the 10b5-1 Plan on December 31, 2026.

On December 13, 2024, Benjamin Huston, the Company's Chief Operating Officer, modified a previously adopted 10b5-1 Plan.

Mr. Huston's modified 10b5-1 Plan provides for the potential sale of up to 608,495 shares of Class A common stock, including shares obtained through the exercise of vested stock options and shares obtained from the conversion of Carvana Group, LLC Class B common units into shares of Class A common stock, between the first potential sale date on March 14, 2025, and the expiration of the 10b5-1 Plan on December 31, 2026.

ATM Program

On February 19, 2025, the Company entered into a Second Amended and Restated Distribution Agreement (the "Second A&R Distribution Agreement") with Barclays Capital Inc., Citigroup Global Markets Inc., and Virtu Americas LLC to refresh its ATM program, whereby the Company may sell up to the greater of (i) a number of shares of Class A common stock representing an aggregate offering price of $1.0 billion or (ii) an aggregate of 21,016,898 shares of its Class A common stock, from time to time.

In connection therewith, the Company intends to file a Registration Statement on Form S-3 on February 19, 2025 to register the offer and sale of the Class A common stock under the Second A&R Distribution Agreement.

The foregoing description of the Second A&R Distribution Agreement is not complete and is qualified in its entirety by reference to the Second A&R Distribution Agreement, a copy of which is attached to this Annual Report on Form 10-K as Exhibit 10.38 and incorporated by reference herein.

On November 8, 2023, Stephen Palmer, the Company's Vice President of Accounting and Finance, entered into a 10b5-1 Plan.

The information required by this item is incorporated by reference to Carvana’s Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to Carvana’s Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The following table provides information about our equity compensation plans under which our Class A common stock is authorized for issuance as of December 31, [removed: 2023:][added: 2024:]

| Equity compensation plans approved by security holders (1) | | | [removed: 4,006] [added: 4,327] | | | $ | [removed: 31.75] [added: 35.60] | | [removed: 17,663] [added: 17,638] | | |

[removed: |] (1) Includes awards granted and available for future issuance under our 2017 Omnibus Incentive Plan and offerings under our Employee Stock Purchase [removed: Plan,] [added: Plan ("ESPP"),] which was approved in 2021. [removed: As of December 31, 2023, there were 17,663,038 shares of Class A common stock outstanding under our equity compensation plans, which includes 17,284,674 shares of Class A common stock outstanding under the 2017 Omnibus Incentive Plan and 378,364 shares of Class A common stock outstanding under the Employee Stock Purchase Plan. The latest offering period under our Employee Stock Purchase Plan ended on December 31, 2023. | | | | | | | | | | | |]

[removed: |] (2) Presented in thousands. [removed: | | | | | | | | | | | |]

[removed: |] (3) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of [removed: RSAs or] RSUs, which have no exercise price. [removed: | | | | | | | | | | | |]

[removed: |] (4) Consists of shares available under the ESPP and shares available under the 2017 Omnibus Incentive Plan. [removed: | | | | | | | | | | | |]

[removed: |] (5) The number of shares authorized for issuance under the 2017 Omnibus Incentive Plan is subject to an automatic annual increase of the lesser of two percent of our outstanding common stock or an amount determined by the Compensation and Nominating Committee of our Board. [removed: The number of securities remaining available for future issuances under equity compensation plans does not include 2,284,784 shares added to the 2017 Omnibus Incentive Plan pursuant to the automatic annual increase on January 1, 2024. | | | | | | | | | | | |]

The [added: additional] information required by [removed: Item 403 of Regulation S-K] [added: this item] is incorporated by reference to Carvana’s Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

| Total | | | 4,327 | | | $ | 35.60 | | 17,638 | | |

As of December 31, 2024, there were 17,637,779 shares of Class A common stock outstanding under our equity compensation plans, which includes 17,269,811 shares of Class A common stock outstanding under the 2017 Omnibus Incentive Plan and 367,968 shares of Class A common stock outstanding under the ESPP.

The latest offering period under our ESPP ended on December 31, 2024.

Includes 260,270 shares of Class A common stock issuable in respect of performance restricted stock units, representing the maximum number of shares that may be issued upon vesting if the maximum performance goal is achieved for the performance period.

The number of securities remaining available for future issuances under equity compensation plans does not include 2,665,416 shares added to the 2017 Omnibus Incentive Plan pursuant to the automatic annual increase on January 1, 2025.

| | | | | | | | | | | | |

| Total | | | 4,006 | | | $ | 31.75 | | 17,663 | | |

The information required by this item is incorporated by reference to Carvana’s Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

The information required by this item is incorporated by reference to Carvana’s Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2023.][added: 2024.]

| Year ended December 31, 2024 | | | $ | 1,962 | | | | | $ | (10) | | | | | $ | 289 | | (1) | | | $ | — | | | | | $ | 2,241 | |

| Year ended December 31, 2021 | | | $ | 677 | | | | | $ | 53 | | | | | $ | 908 | | (1) | | | $ | — | | | | | $ | 1,638 | |

| [removed: [2.1](https://www.sec.gov/Archives/edgar/data/1690820/000119312522054492/d22200dex21.htm)] [added: [10.36](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000267/ex101securitiespurchaseagr.htm)] | | | [Securities [removed: and Asset] Purchase Agreement, dated [removed: February 24, 2022,] [added: as of August 18, 2023,] by and [removed: among KAR Auction Services, Inc.,] [added: between] Carvana [added: Co., Carvana] Group, [removed: LLC] [added: LLC,] and [removed: Carvana Co. solely for purposes of Section 10.15 thereof as guarantor] [added: the Purchasers] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on [removed: February 25, 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522054492/d22200dex21.htm)] [added: August 21, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000267/ex101securitiespurchaseagr.htm)] | | |

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex31.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex31.htm)] | | | [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, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex31.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex31.htm)] | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex32.htm)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex32.htm)] | | | [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, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex32.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex32.htm)] | | |

| [3.3](https://www.sec.gov/Archives/edgar/data/1690820/000119312523008978/d389539dex31.htm) | | | [Certificate of Designations of Series B Preferred Stock of Carvana Co., as filed with the Secretary of State of the State of Delaware on January 17, 2023 (incorporated by reference [removed: to](https://www.sec.gov/Archives/edgar/data/1690820/000119312523008978/d389539dex31.htm) [Exhibit] [added: to Exhibit] 3.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on January 17, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000119312523008978/d389539dex31.htm) | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] | | | [Indenture, dated as of October 2, 2020, among Carvana Co., each of the guarantors party thereto and U.S. Bank National Association, as trustee, related to the 5.625% Senior Notes due 2025 (incorporated by reference to Exhibit 4.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on October 5, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] | | | [Form of 5.625% Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on October 5, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] [added: [4.5](https://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] | | | [Indenture, dated March 29, 2021, among Carvana Co., each of the guarantors party thereto and U.S. Bank National Association, as trustee, related to the 5.500% Senior Notes due 2027 (incorporated by reference to Exhibit 4.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on March 30, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] | | | [Form of 5.500% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on March 30, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] | | | [Indenture, dated as of October 2, 2020, among Carvana Co., each of the guarantors party thereto and U.S. Bank National Association, as trustee, related to the 5.875% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on October 5, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] | | |

| [removed: [4.10](http://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] | | | [Form of 5.875% Senior Notes due 2028 (incorporated by reference to Exhibit 4.4 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on October 5, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] | | |

| [removed: [4.13](http://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] [added: [4.13](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] | | | [Indenture, dated August 16, 2021, among Carvana Co., each of the guarantors party thereto and U.S. Bank National Association, as trustee, related to the 4.875% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to Carvana Co.'s Current Report on Form 8-K files with the SEC on August 16, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] | | |

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] | | | [Form of 4.875% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on August 16, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] | | |

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000219/amendedrestatedsec382right.htm)] [added: [10.23*](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_6q32023cvna-amended.htm)] | | | [Amended and Restated [removed: Section 382 Rights] [added: Inventory Financing and Security] Agreement, dated as of [removed: July 18,] [added: November 1,] 2023, by and [removed: between Carvana Co.] [added: among Ally Bank, Ally Financial Inc.,] and [removed: Equiniti Trust Company, LLC, as rights agent.] [added: Carvana, LLC] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.6] to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC [removed: July 19, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000219/amendedrestatedsec382right.htm)] [added: on November 2, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_6q32023cvna-amended.htm)] | | |

| [removed: [4.28](https://www.sec.gov/Archives/edgar/data/1690820/000169082024000093/ex428descriptionofregistra.htm)] [added: [4.27](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex427descriptionofregistra.htm)] | | | [Description of Registrant's Securities, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082024000093/ex428descriptionofregistra.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex427descriptionofregistra.htm)] | | |

| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex101.htm)] | | | [Tax Receivable Agreement, dated April 27, 2017, by and among the Carvana Co., Carvana Group, LLC, a Delaware limited liability company and the TRA Holders (as defined therein) (incorporated by reference to Exhibit 10.1 to Carvana Co.’s Current Report on Form 8-K filed with the SEC on May 3, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex101.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex101.htm)] | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex101.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex101.htm)] | | | [Fifth Amended and Restated Limited Liability Company Agreement of Carvana Group, LLC, dated October 2, 2020, by and among Carvana Group, LLC and its Members (as defined therein) (incorporated by reference to Exhibit 10.1 to Carvana Co.’s Current Report on Form 8-K filed with the SEC on October 5, [removed: 2020).](http://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex101.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex101.htm)] | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex103.htm)] [added: [10.5](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex103.htm)] | | | [Exchange Agreement, dated April 27, 2017, by and among the Company, Carvana Group, Carvana Co. Sub LLC and the holders of the Company’s Common Units (as defined therein) (incorporated by reference to Exhibit 10.3 to Carvana Co.’s Current Report on Form 8-K filed with the SEC on May 3, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex103.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex103.htm)] | | |

| [removed: [10.5](http://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex104.htm)] [added: [10.6](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex104.htm)] | | | [Second Amended and Restated Registration Rights Agreement, dated April 27, 2017, by and among the Company, Carvana Group and the other signatories party thereto (incorporated by reference to Exhibit 10.4 to Carvana Co.’s Current Report on Form 8-K filed with the SEC on May 3, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex104.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex104.htm)] | | |

| [removed: [10.6†](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex1010.htm)] [added: [10.7†](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex1010.htm)] | | | [Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to Carvana Co.’s Registration Statement on Form S-1 filed with the SEC on March 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex1010.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex1010.htm)] | | |

| [removed: [10.7†](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex1015.htm)] [added: [10.8†](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex1015.htm)] | | | [Carvana Group, LLC Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to Carvana Co.’s Registration Statement on Form S-1 filed with the SEC on March 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex1015.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex1015.htm)] | | |

| [removed: [10.8†](http://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex106.htm)] [added: [10.9†](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex106.htm)] | | | [Carvana Co. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to Carvana Co.’s Current Report on Form 8-K filed with the SEC on May 3, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex106.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex106.htm)] | | |

| [removed: [10.9†](http://www.sec.gov/Archives/edgar/data/1690820/000169082017000007/ex101q12017.htm)] [added: [10.10†](https://www.sec.gov/Archives/edgar/data/1690820/000169082017000007/ex101q12017.htm)] | | | [First Amendment to 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Carvana Co.’s Quarterly Report on Form 10-Q filed with the SEC on June 6, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000169082017000007/ex101q12017.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000169082017000007/ex101q12017.htm)] | | |

| [removed: [10.10†](http://www.sec.gov/Archives/edgar/data/1690820/000169082017000019/ex101q32017.htm)] [added: [10.11†](https://www.sec.gov/Archives/edgar/data/1690820/000169082017000019/ex101q32017.htm)] | | | [Second Amendment to 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Carvana Co.’s Quarterly Report on Form 10-Q filed with the SEC on November 7, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000169082017000019/ex101q32017.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000169082017000019/ex101q32017.htm)] | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/thirdamendmenttocarvanaco2.htm)[1](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/thirdamendmenttocarvanaco2.htm)[†](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/thirdamendmenttocarvanaco2.htm)] [added: [10.12†](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/thirdamendmenttocarvanaco2.htm)] | | | [Third Amendment to the Carvana Co. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 3, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000139/thirdamendmenttocarvanaco2.htm) | | |

| [removed: [10.12†](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex105.htm)] [added: [10.13†](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex105.htm)] | | | [Form of Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.5 to Carvana Co.’s Registration Statement on Form S-1 filed with the SEC on March 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex105.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex105.htm)] | | |

| [removed: [10.13†](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex106.htm)] [added: [10.14†](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex106.htm)] | | | [Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.6 to Carvana Co.’s Registration Statement on Form S-1 filed with the SEC on March 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex106.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex106.htm)] | | |

| [removed: [10.14†](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex107.htm)] [added: [10.15†](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex107.htm)] | | | [Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.7 to Carvana Co.’s Registration Statement on Form S-1 filed with the SEC on March 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex107.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex107.htm)] | | |

| [removed: [10.15†](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex108.htm)] [added: [10.16†](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex108.htm)] | | | [Form of Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.8 to Carvana Co.’s Registration Statement on Form S-1 filed with the SEC on March 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex108.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex108.htm)] | | |

| [removed: [10.16†](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex109.htm)] [added: [10.17†](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex109.htm)] | | | [Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.9 to Carvana Co.’s Registration Statement on Form S-1 filed with the SEC on March 31, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex109.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex109.htm)] | | |

| [removed: [10.17†](http://www.sec.gov/Archives/edgar/data/1690820/000169082018000030/exhibit991.htm)] [added: [10.18†](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000030/exhibit991.htm)] | | | [Form of Cash-Based Award Agreement Pursuant to the Carvana Co. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 7, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1690820/000169082018000030/exhibit991.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000030/exhibit991.htm)] | | |

| [removed: [10.18†](http://www.sec.gov/Archives/edgar/data/1690820/000169082018000030/exhibit992.htm)] [added: [10.19†](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000030/exhibit992.htm)] | | | [Form of Performance Restricted Stock Unit Agreement Pursuant to the Carvana Co. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.2 to Carvana Co.'s Current Report 8-K filed with the SEC on May 7, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1690820/000169082018000030/exhibit992.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000030/exhibit992.htm)] | | |

| [removed: [10.19†](http://www.sec.gov/Archives/edgar/data/1690820/000169082018000055/ex991formrsuagreement.htm)] [added: [10.20†](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000055/ex991formrsuagreement.htm)] | | | [Form of Restricted Stock Unit Agreement Pursuant to the Carvana Co. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on July 31, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1690820/000169082018000055/ex991formrsuagreement.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000055/ex991formrsuagreement.htm)] | | |

| [removed: [10.20†](http://www.sec.gov/Archives/edgar/data/1690820/000169082018000055/ex992formnqsoagreement.htm)] [added: [10.21†](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000055/ex992formnqsoagreement.htm)] | | | [Form of Nonqualified Stock Option Agreement Pursuant to the Carvana Co. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.2 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on July 31, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1690820/000169082018000055/ex992formnqsoagreement.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000055/ex992formnqsoagreement.htm)] | | |

| [removed: [10.21](https://www.sec.gov/Archives/edgar/data/0001690820/000169082021000163/exhibit43espp.htm)] [added: [10.22](https://www.sec.gov/Archives/edgar/data/0001690820/000169082021000163/exhibit43espp.htm)] | | | [Carvana Co. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.3 to Carvana Co.’s Registration Statement on Form S-8 filed with the SEC on May 7, 2021).](https://www.sec.gov/Archives/edgar/data/0001690820/000169082021000163/exhibit43espp.htm) | | |

| [removed: [10.22*](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_6q32023cvna-amended.htm)] [added: [10.37](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm)] | | | [removed: [Amended and Restated Inventory Financing] [added: [Consent] and [removed: Security] Agreement, dated as of [removed: November] [added: September] 1, 2023, by and among [added: Carvana, LLC,] Ally Bank, [added: and] Ally Financial [removed: Inc., and Carvana, LLC] [added: Inc.] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.7] to Carvana [removed: Co.'s] [added: Co,'s] Quarterly Report on Form 10-Q filed with the SEC on November 2, [removed: 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_6q32023cvna-amended.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm)] | | |

| [removed: [10.23*](https://www.sec.gov/Archives/edgar/data/1690820/000169082022000313/exhibit103_secondamendedan.htm)] [added: [10.24*](https://www.sec.gov/Archives/edgar/data/1690820/000169082022000313/exhibit103_secondamendedan.htm)] | | | [Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.3 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC of November 3, 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000169082022000313/exhibit103_secondamendedan.htm) | | |

| [removed: [10.24*](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000019/a101-allyxcarvanapartafl.htm)] [added: [10.25*](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000019/a101-allyxcarvanapartafl.htm)] | | | [First Amendment to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of January 13, 2023, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on January 17, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000019/a101-allyxcarvanapartafl.htm) | | |

| [removed: [10.25](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000021/ally-carvanapartaflowxse.htm)] [added: [10.26](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000021/ally-carvanapartaflowxse.htm)] | | | [Second Amendment to the Second Amended and Restated Master Purchase and Sale Agreement, dated January 20, 2023, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on January 20, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000021/ally-carvanapartaflowxse.htm) | | |

| [removed: [10.26](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000163/thirdamendmentmpsa_03242023.htm)] [added: [10.27](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000163/thirdamendmentmpsa_03242023.htm)] | | | [Third Amendment to the Second Amended and Restated Master Purchase and Sale Agreement, dated March 24, 2023, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.3 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000163/thirdamendmentmpsa_03242023.htm) | | |

| [removed: [10.27](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000163/fourthamendmentmpsa_032420.htm)] [added: [10.28](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000163/fourthamendmentmpsa_032420.htm)] | | | [Fourth Amendment to the Second Amended and Restated Master Purchase and Sale Agreement, dated April 17, 2023, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.4 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC on May 4, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000163/fourthamendmentmpsa_032420.htm) | | |

| [3.4](https://www.sec.gov/Archives/edgar/data/0001690820/000169082024000232/exhibit31-cvnaxcertificate.htm) | | | [Certificate of Elimination of Series B Preferred Stock of Carvana Co., dated June 5, 2024 (incorporated by reference to Exhibit 3.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on June 6, 2024).](https://www.sec.gov/Archives/edgar/data/0001690820/000169082024000232/exhibit31-cvnaxcertificate.htm) | | |

| [10.4](https://www.sec.gov/Archives/edgar/data/0001690820/000169082024000165/ex10_2secondamendmenttofif.htm) | | | [Second Amendment to Fifth Amended and Restated Limited Liability Company Agreement of Carvana Group, LLC, dated March 4, 2024, by and among Carvana Group, LLC and its Members (as defined therein), (incorporated by reference to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC on May 1, 2024).](https://www.sec.gov/Archives/edgar/data/0001690820/000169082024000165/ex10_2secondamendmenttofif.htm) | | |

| [10.30*](https://www.sec.gov/Archives/edgar/data/0001690820/000169082025000019/ally-carvanapartaflowxamen.htm) | | | [Sixth Amendment to the Second Amended and Restated Master Purchase and Sale Agreement](https://www.sec.gov/Archives/edgar/data/0001690820/000169082025000019/ally-carvanapartaflowxamen.htm)[, dated Jan](https://www.sec.gov/Archives/edgar/data/0001690820/000169082025000019/ally-carvanapartaflowxamen.htm)[uary 3, 2025, among Ally B](https://www.sec.gov/Archives/edgar/data/0001690820/000169082025000019/ally-carvanapartaflowxamen.htm)[ank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.1 to Car](https://www.sec.gov/Archives/edgar/data/0001690820/000169082025000019/ally-carvanapartaflowxamen.htm)[vana Co.'s Current Report on Form 8-K filed with the SEC on January 6, 2025).](https://www.sec.gov/Archives/edgar/data/0001690820/000169082025000019/ally-carvanapartaflowxamen.htm) | | |

| | | | | | |

| | | | | | |

| | | | | | |

| [1](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex1039ardistributionagreem.htm)[0.3](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex1039ardistributionagreem.htm)[9](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex1039ardistributionagreem.htm) | | | [Second Amended and Restated Distribution Agreement, dated as of February](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex1039ardistributionagreem.htm) [19](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex1039ardistributionagreem.htm)[, 2025, by and among Carvana Co., Carvana Group, LLC and Barclays Capital Inc., Citigroup Global Markets Inc.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex1039ardistributionagreem.htm)[, and Virtu Americas LLC as sales agents, filed herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex1039ardistributionagreem.htm) | | |

| | | | | | |

| | | | | | | | | | February 19, 2025 | | | | | |

| [10.35](https://www.sec.gov/Archives/edgar/data/1690820/000119312523189188/d537573dex101.htm) | | | [Transaction Support Agreement, dated as of July 17, 2023, by and among Carvana Co., Carvana Group, LLC, Ernest Garcia II, Ernest Garcia III, and each Initial Supporting Noteholder party thereto (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on July 19, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000119312523189188/d537573dex101.htm) | | |

| [10.36](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000243/ex101firstamendmenttotrans.htm) | | | [First Amendment to the Transaction Support Agreement, dated August 1, 2023, by and among Carvana Co, Carvana Group, LLC, Ernest Garcia II, Ernest Garcia III, and each Initial Supporting Noteholder party thereto (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on August 2, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000243/ex101firstamendmenttotrans.htm) | | |

| [10.38](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000267/ex101securitiespurchaseagr.htm) | | | [Securities Purchase Agreement, dated as of August 18, 2023, by and between Carvana Co., Carvana Group, LLC, and the Purchasers (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on August 21, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000267/ex101securitiespurchaseagr.htm) | | |

| [10.39](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm) | | | [Consent and Agreement, dated as of September 1, 2023, by and among Carvana, LLC, Ally Bank, and Ally Financial Inc.](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm) [(inco](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm)[rporated by reference to Exhibit 10.7 to Carvana Co,'s Quarterly R](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm)[eport on Form 10-Q filed with the SEC on November 2, 20](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm)[23).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm) | | |

| | | | | | | | | | February 22, 2024 | | | | | |