Carvana (CVNA) 10-K risk factor changes: FY2025 vs FY2024

- the risk of receiving less than the full amount of benefit we expect to receive from our minority equity [removed: investment in Root, Inc.;][added: investments;]

Purchases of new and used vehicles are typically discretionary for consumers and have been, and may continue to be, [removed: affected by negative trends in the economy.][added: sensitive to adverse economic trends.]

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

[removed: Even though we were able to shift our focus towards] [added: Although the Company is currently focused on] long-term [removed: growth in 2024,] [added: growth,] if economic conditions worsen or a recession occurs, we [removed: have been and] may [added: once] again be required to take stricter [added: operating efficiency] 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 [removed: conflict] [added: conflicts] in Ukraine and the Middle East, or changes in relations between countries, such as between the United States, China, and [removed: Taiwan;] [added: Taiwan] and [added: conditions in Latin America following the recent U.S. military action in Venezuela; and] other macroeconomic [added: and geopolitical] issues.

New technologies such as autonomous driving software and the increasing popularity of electric vehicles also have the potential to change the dynamics of vehicle ownership in the [removed: future.][added: future and make certain used vehicles more expensive or less desirable.]

Finally, [removed: any new] [added: the imposition] or [removed: increased] [added: suspension of] tariffs or other trade restrictions implemented by the U.S. federal government or other [removed: countries] [added: countries, including changes to the import tariffs implemented by the U.S. on vehicles and parts, and uncertainty regarding the same,] may change vehicle supply or the supply [added: or cost] of important vehicle parts and components, as well as customer vehicle purchasing behavior.

We may require additional capital to pursue our business objectives and respond to business opportunities, 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 services, further improve existing products and [removed: services, enhance our operating infrastructure, fund our growth or expansion into new markets, implement strategic initiatives,]

We have no control over the industry and macroeconomic environment we face, as [removed: occurred] [added: demonstrated by the challenges we experienced] in 2022 and 2023, and our business strategy has and may be adversely affected as a result.

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

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

While we do not believe these claims are material, irrespective of their validity, any claims, complaints, [added: investigations, government inquiries,] or negative publicity could diminish customer confidence in our platform and adversely affect our brand.

Negative or inaccurate postings, articles, [added: reports,] 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.

[removed: If we fail to correct or mitigate misinformation or negative information about us, the vehicles we offer to sell or purchase, our customer experience, or any] aspect of our brand, including information spread through social media or traditional media channels, it could have a material adverse effect on our business, sales, and results of operations.

Due to our [removed: historical and current] rapid growth, our overall sales patterns in the past have not always reflected the general seasonality of the used vehicle industry.

- [removed: litigation] [added: litigation, investigations, regulatory inquiries,] or other claims against us.

We [removed: benefit from our relationship and] [added: are party to] a [removed: series] [added: number] of arrangements with DriveTime and its affiliates that cannot be assumed to have been negotiated at arm’s length.

We continue to periodically engage DriveTime, its affiliates, and other entities controlled by our controlling stockholder to provide us with certain services, including [added: but not limited to,] lease [removed: agreements and] [added: agreements,] the administration of [removed: VSCs.][added: VSCs, and the servicing of automotive finance receivables originated by us.]

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

For example, we depend in part on internet search engines, lead generators, automotive finance partners, social networking sites, [added: AI tools,] and vehicle listing sites to drive traffic to our website and mobile application and our competitors may increase their search engine optimization efforts and outbid us for search terms on various search engines, use their political influence and increase lobbying efforts, or align with Internet search engine providers to receive a higher search result page ranking than ours.

Any reduction in the number of users directed to our website and mobile application through internet search engines, lead generators, automotive finance providers, social networking sites, [added: AI tools,] or vehicle listing sites, could harm our business and operating results.

An overall increase in [added: used vehicle] prices or monthly [removed: payments for used vehicles,] [added: payments,] including as a result of increased interest [removed: rates customers face when financing a vehicle,] [added: rates, longer loan terms, or tighter credit standards,] makes it difficult for certain customers to afford to purchase a vehicle.

[removed: Manufacturer] [added: Additional manufacturer] incentives could also contribute to narrowing this price gap.

In addition, while lower used vehicle prices reduce our cost of acquiring [removed: new] inventory, lower prices could also lead to reductions in the prices at which we can sell such inventory, which could [added: create markdown risk and] have a negative impact on gross profit.

[added: If we fail to] adjust appraisal offers to stay in line with broader market trade-in offer trends, to recognize those trends, or to properly assess vehicles before we purchase them, it could adversely affect our ability to acquire desirable inventory.

A reduction in the availability of or access to sources of desirable inventory, including parts necessary to recondition such inventory, whether due to supply chain constraints, pricing, or otherwise, could have a material adverse effect on our business, [removed: sales] [added: sales,] and results of operations.

It is also common that commercial suppliers of used vehicles regularly review their relationships with used vehicle disposition channels, such as our wholesale marketplace platform or retail marketplace offering, through [removed: written] requests for proposals.

Such suppliers may from time to time require us to change the way we do business [removed: as part of the request for proposal process] or provide services on less favorable terms.

Regulators in jurisdictions where our customers reside but in which we do not have a dealer or financing license could require that we obtain a license or otherwise comply with various state regulations, and may seek to impose punitive fines for operating without a license or demand we seek a license in those jurisdictions, any of which may inhibit our ability to do business in those jurisdictions, increase our operating [removed: expenses] [added: expenses,] and adversely affect our financial condition and results of operations.

[removed: Consumers have in the past and may in the future allege violations of the TCPA, and if we fail to adhere to or successfully implement appropriate] processes and procedures in response to existing or future marketing regulations, it could result in legal and monetary liability, fines, penalties, or damage to our reputation.

[added: New or additional] restrictive limitations on the transport of vehicles, such as the California Zero Emission Vehicle program, could increase our operating expenses.

We collect, process, store, share, transmit, disclose, and use information, including personally identifiable [removed: information, and implement artificial intelligence technology in certain offerings.][added: information.]

We collect, process, store, share, transmit, disclose, and use sensitive information and other data provided by consumers, employees, and business partners, including personally identifiable information [removed: (“PII”),] [added: (“PII”) and sensitive personal information ("SPI"),] to support our business operations.

This information may include social security numbers, credit scores, [removed: credit card information,] and financial information.

[added: Although we] have taken measures designed to safeguard such [removed: information and have received assurances from our third-party providers,] [added: information,] our facilities and [removed: systems, and those of third-party providers,] [added: systems] 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.

Further, bad actors around the world use increasingly sophisticated methods, including the use of AI, to engage in illegal activities involving the theft and misuse of PII, [added: SPI,] confidential information, and intellectual property.

Many states, including California, have implemented laws that give consumers expanded rights to manage their personal [removed: information, adding to the evolving patchwork of U.S. privacy and cybersecurity law.][added: information.]

[removed: The SEC has adopted] rules for public companies, requiring the mandatory disclosure of material cybersecurity incidents and the Federal Trade Commission and the New York Department of Financial Services have both also increased incident reporting and expanded cybersecurity program requirements.

Any failure or perceived failure to maintain the security of and/or adhere to privacy-related obligations related to personal and other data that is provided to us by consumers, employees, and vendors, or any failure or perceived failure to appropriately report and respond to cyber incidents [removed: under expanded requirements,] [added: in accordance with applicable law and contractual obligations,] could harm our reputation and expose us to a risk of loss or litigation, regulatory scrutiny or enforcement actions, and possible liability, any of which could adversely affect our business and operating results.

Interruptions in these systems, whether due to system failures, programming or configuration errors, computer viruses, or physical or electronic break-ins, including from ransomware or distributed denial of service attacks, could prevent us from selling cars, providing customary financing options to our customers, limit the availability of the inventory on our website and mobile application, [removed: prevent or inhibit consumers from accessing] [added: impair consumer access to] our [removed: website or mobile application,] [added: platforms,] delay [removed: our communication,] [added: communications,] or cause a breach of data (including [removed: PII).][added: PII, SPI, and other confidential information).]

- our use of artificial intelligence technology;

Further, elevated and volatile interest rates have pressured and may again pressure consumer affordability and monthly payments, which may reduce demand for used vehicles.

The extent and duration of these impacts are inherently uncertain and could vary materially across geographies and over time.

services, enhance our operating infrastructure, fund our growth or expansion into new markets, implement strategic initiatives, or acquire complementary businesses and technologies.

Increased benchmark interest rates, widening credit spreads, reduced lender appetite for automotive or consumer-credit exposures, or rating downgrades could increase our borrowing costs or limit our access to capital.

If we fail to correct or mitigate misinformation or negative information about us, the vehicles we offer to sell or purchase, our customer experience, or any

For example, AI-driven automation and virtual assistants may streamline dealership operations, improve customer engagement, and increase efficiency in sourcing and managing used vehicles, which could significantly alter competitive dynamics and operational requirements in the automotive market.

Similarly, if prices for used vehicles rise relative to prices for new vehicles, consumers may prefer new vehicles, particularly where manufacturer financing incentives narrow the total cost of ownership gap.

Price volatility can also complicate pricing algorithms, appraisal accuracy, and residual value assumptions, potentially leading to increased return rates, inventory write-downs, or reduced financing proceeds.

Our compliance obligations may vary by jurisdiction and change without advance notice.

Consumers have in the past and may in the future allege violations of the TCPA, and if we fail to adhere to or successfully implement appropriate

Consumer protection, insurance, and licensing requirements for ancillary products may also evolve in the future, increasing costs and limiting product design and attach rates.

Capacity constraints, labor shortages, and regulatory changes affecting hours-of-service and emissions may increase cost-to-deliver and extend cycle times.

Our use of artificial intelligence may not perform as expected and could expose us to technological, operational, legal, and reputational risks that could adversely affect our business, financial condition, and results of operations

We increasingly develop and deploy AI technology through third party generative AI platforms and internal software, in connection with our proprietary systems and customer experiences, including automated, self-service workflows, AI-enabled customer support tools, internal work efficiencies, and enhancement of our recruiting and hiring processes.

These initiatives are complex, rapidly evolving, and inherently uncertain.

There is no assurance that our AI capabilities will function as intended, deliver anticipated benefits, or scale cost-effectively.

The performance, quality, and impact of AI models depend on numerous factors, including the availability and integrity of training data, model design, computational resources, integration with our operations and technology stack, and ongoing monitoring and governance.

If our AI systems or those third party platforms we utilize underperform, produce inaccurate, incomplete, or biased outputs, hallucinate or fail under edge cases, degrade customer experiences, inadvertently disclose or misuse intellectual property, or otherwise fail to meet expectations, we could experience decreased conversion, operational disruptions, increased costs, reduced margins, customer dissatisfaction, negative publicity, or harm to our brand and competitive position.

Increased use of AI may additionally result in cybersecurity, data privacy, and labor and employment risks.

The laws, rules, standards, and guidance relating to AI are developing rapidly and vary across jurisdictions.

We may be subject to evolving requirements regarding transparency, fairness, explainability, safety, data usage and provenance, content integrity, consumer protection, and algorithmic accountability.

If we use AI in ways that regulators view as unfair, deceptive, discriminatory, or otherwise noncompliant, we could face heightened scrutiny, investigations, enforcement actions, private litigation, or requirements to modify, suspend, or cease certain AI-enabled practices.

To the extent AI touches areas implicating privacy, information security, intellectual property, credit and financing, or other regulated activities, we may incur additional compliance obligations and associated costs.

The development and deployment of AI requires ongoing investments in talent, infrastructure, data quality, tooling, and governance frameworks.

These investments may be significant and may not result in improvements to growth, margins, or customer experience.

We may need to devote additional resources to testing, monitoring, documentation, and controls to address emerging standards and mitigate model risks, including bias, fairness, and safety.

If we are unable to develop, procure, integrate, or govern AI technologies effectively; if third-party AI providers or inputs are unavailable, unreliable, or more costly; if regulatory requirements materially constrain AI use; or if our AI initiatives otherwise fail to meet expectations, our business, financial condition, and results of operations could be adversely affected.

We also rely on third‑party service providers and vendors that process information on our behalf.

We have limited ability to control their security and privacy practices, and contractual protections and due diligence may not prevent all incidents.

A security incident at a third party could have similar adverse effects on us as an incident on our own systems.

The SEC has adopted

Steps taken to mitigate this risk, including agreements with vendors and policies relating to the

- entry into certain new lines of business may subject us to new laws and regulations or additional operational costs;

In June 2025, we received a subpoena from the SEC requesting information that we believe primarily relates to allegations raised by a report published by a now-defunct short-selling firm.

We currently cannot predict the outcome of this matter.

For more information, see Item 3.

Legal Proceedings.

In addition, our ability to sell automotive finance receivables on acceptable terms depends on investor demand and liquidity in the asset-backed securities and whole-loan markets.

A reduction in investor demand, widening credit spreads, or changes in underwriting expectations could adversely affect execution, including required discounts, advance rates, and time to sale.

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.

Increased environmental regulation has also made, and may in the future make, used vehicles more expensive and less desirable for consumers.

or acquire complementary businesses and technologies.

Even the perception of a decrease in the quality of our customer service or brand could impact our results.

Finally, before and after we sell automotive finance receivables originated by us, DriveTime performs ongoing servicing and collections.

Similarly, if prices for used vehicles rise relative to prices for new vehicles, it could make buying a new vehicle more attractive to our customers than buying a used vehicle.

If we fail to

New or additional

Although we

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.

electronic and physical break-ins, computer viruses, earthquakes, and similar events.

and tangible assets.

Further, if the receivables we sell experience higher loss

While we intend to cause Carvana Group to make distributions to us in an amount sufficient to fund these taxes, obligations, and expenses, Carvana Group’s ability to make such distributions may be subject to various limitations and restrictions, such as restrictions on distributions that would either violate any contract or agreement to which Carvana Group is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering Carvana Group insolvent.

As a result of the potential differences in the

For example, the reduction in corporate tax rates pursuant to the 2017 changes in U.S. federal income tax law had the effect of reducing the expected value of the tax benefits we realize as a result of the increase in our proportionate share of the existing tax basis of the assets of Carvana Group arising from future exchanges of LLC Units held by an LLC Unitholder for shares of our Class A common stock or cash.

securitizations, and (6) $485 million of other long-term debt related to our sale leaseback transactions.

The closing price of our Class A

Volatility in the market price of our Class A common stock may prevent investors from being able to sell their Class A common stock at or above their purchase price or at all.

In addition, price volatility may be greater if the public float and trading volume of our Class A common stock is low.

The following discussion should be read in conjunction with Part I, including matters set forth in the "Risk Factors" section of this Annual Report on Form 10-K, and our financial statements and notes thereto included in Part II, Item 8 "Financial Statements and Supplementary Data," of this [added: Annual Report on] Form 10-K.

Refer to "*Management's Discussion and Analysis of Financial Condition and Results of Operations*" in Part II, Item 7 of our [Annual [removed: 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] [added: Report on Form] 10-K](https://www.sec.gov/Archives/edgar/data/1690820/000169082024000093/cvna-20231231.htm) for the fiscal year ended December 31, [removed: 2023] [added: 2024] filed with the SEC on February [removed: 22, 2024] [added: 19, 2025] for discussion and analysis of our financial condition and results of operations for the fiscal year ended December 31, [removed: 2023] [added: 2024] compared to the fiscal year ended December 31, [removed: 2022.][added: 2023.]

Since launching to customers in Atlanta, Georgia in January 2013, we have [removed: historically] experienced rapid growth in sales through our website www.carvana.com.

During the year ended December 31, [removed: 2024,] [added: 2025,] the number of vehicles we sold to retail customers increased by [removed: 33.1%] [added: 43.3%] to [removed: 416,348,] [added: 596,641,] compared to [removed: 312,847] [added: 416,348] in the year ended December 31, [removed: 2023.][added: 2024.]

[removed: We] [added: To prioritize growth, we] are [added: pursuing investments in technology and infrastructure, while] simultaneously maintaining our focus on efficiency gains and [removed: other profitability initiatives, while continuing to invest in technology and infrastructure to support efficient growth in retail units sold.][added: profitability.]

This includes continued investment in our vehicle acquisition, reconditioning and logistics network, as well as [removed: continued investment in] [added: partnerships,] product development and engineering to deliver customers a best-in-class experience.

Our largest source of revenue, retail vehicle sales, totaled [removed: $9.7] [added: $14.5] billion and [removed: $7.5] [added: $9.7] billion during the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Retail vehicle sales also include shipping and delivery fees and service revenue from retail marketplace [added: transactions, which are retail marketplace partner vehicles sold to customers through Carvana, that, depending on the structure of the partnership, may receive net revenue treatment.]

Wholesale sales and revenues totaled [removed: $2.8] [added: $4.1] billion and [removed: $2.5] [added: $2.8] billion during the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

We generally expect wholesale sales to trend proportionately with retail units sold through [added: inventory we acquire via] trade-ins and from customers who wish to sell us a car independent of a retail sale and with the movement of wholesale marketplace units.

Other sales and revenues, which primarily includes gains on the sales of finance receivables we originate and sales commissions on complementary products such as VSCs, GAP waiver coverage, and auto insurance, totaled [removed: $1.2] [added: $1.7] billion and [removed: $753 million] [added: $1.2 billion] during the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Our highest priority continues to be providing exceptional customer experiences while [removed: improving efficiency and utilizing] [added: making effective use of] our infrastructure to support efficient growth in retail units [removed: sold to help us move along the path to achieve sustained profitability.][added: sold.]

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

- Leverage existing inspection and reconditioning infrastructure. As we scale, we intend to more fully utilize the capacity at our existing IRCs and auction locations, which collectively have capacity to inspect and recondition [removed: more than 1] [added: approximately 1.5] million vehicles per year at full utilization.

Retail and wholesale used vehicle sales generally exhibit seasonality with sales peaking late in the first calendar quarter and diminishing through the rest [removed: of the year, with the lowest relative level of vehicle sales expected to occur in the fourth calendar quarter.]

While we intend to become increasingly efficient over time, [added: absent any material changes in macroeconomic conditions,] we also anticipate that our operating expenses will increase as we grow retail units sold, wholesale units sold, and wholesale marketplace units transacted.

For discussion about our relationships with related parties, refer to Note [removed: 7] [added: 6] — 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: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Retail units sold | | | [removed: 416,348] [added: 596,641] | | | | | | [removed: 312,847] [added: 416,348] | | |

| Average monthly unique visitors (in thousands) | | | [removed: 17,248] [added: 18,487] | | | | | | [removed: 15,819] [added: 17,248] | | |

| Total website units | | | [removed: 53,360] [added: 75,683] | | | | | | [removed: 33,075] [added: 53,360] | | |

| Total gross profit per [added: retail] unit | | | $ | [added: 7,026 | | | | | $ |] 6,908 | | | | | $ | 5,511 | |

| Total gross profit per [added: retail] unit, non-GAAP | | | $ | [added: 7,182 | | | | | $ |] 7,196 | | | | | $ | 5,984 | |

[removed: We calculate average] monthly unique visitors [removed: as the sum of monthly unique visitors] in a given period, divided by the number of months in that period.

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 complementary products, and gross profit generated from wholesale sales of vehicles.

Gross profit, non-GAAP is defined as gross profit plus depreciation and amortization expense in cost of sales, share-based compensation expense in cost of sales, and restructuring expense, minus revenue related to warrants to [removed: purchase shares of Root's Class A] [added: acquire] common stock [added: of other entities] (the [removed: "Root Warrants")] [added: "Warrants")] as discussed in Note [removed: 18] [added: 17] — Fair Value of Financial Instruments.

Retail vehicle sales represent the aggregate sales of [added: new and] used vehicles to customers through our website.

Revenue from retail vehicle sales is recognized upon delivery to the customer or pick up of the vehicle by the customer, and is reported net of a [added: 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, [removed: where] [added: where, depending on the structure of the partnership,] we [added: may] recognize revenue on the sale of the vehicle on a net basis, rather than recognizing the full amount of the vehicle sales price as revenue.

As a result, an increase in retail marketplace units sold as a percentage of total retail units sold [removed: would] [added: could] lead to a decrease in retail revenue per unit sold, and vice versa, other things being equal.

The number of retail vehicles we sell depends on the volume of traffic to our website, our inventory selection, the effectiveness of our branding and marketing efforts, the quality of our customers' purchase experience, our volume of referrals and repeat customers, the competitiveness of our pricing, competition from other [removed: used] car [removed: dealerships,] [added: dealerships] and general macroeconomic and used car industry [removed: conditions.][added: conditions, including inflationary pressures and benchmark interest rates, as well as those conditions that could arise from the global trade and geopolitical environment.]

Our revenue per retail unit depends on macroeconomic and used car industry conditions, [added: including those that could arise from] the [added: global trade and geopolitical environment, the] mix of vehicles we acquire, retail prices in our markets, our pricing strategy, our average days to sale, and the number of retail marketplace units sold.

The vehicles we sell to wholesalers are primarily acquired from customers who sell a vehicle to us without purchasing a retail vehicle and from our customers who [removed: trade-in] [added: trade in] their existing vehicles when making a purchase from us.

Factors affecting wholesale sales and revenues include the number of wholesale units sold and the average wholesale selling price of these [removed: vehicles.][added: vehicles, and macroeconomic conditions, including those that could arise from the global trade and geopolitical environment.]

Wholesale marketplace revenues include revenue earned from the sale of wholesale marketplace units by third-party sellers [added: or Carvana] to buyers through our wholesale marketplace platform, including auction fees and related services revenue.

We also sell the loans we originate under committed forward-flow arrangements, including [removed: a] [added: the Ally] Master Purchase and Sale Agreement (as defined in Note [removed: 8] [added: 7] — Finance [removed: Receivables Sales] [added: Receivable Sale] Agreements 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),] [added: 10-K the "Ally MPSA"),] and through fixed pool loan sales, with financing partners who generally acquire them at premium prices without recourse to us for their post-sale performance.

We receive a commission for selling VSCs that DriveTime [added: Automotive Group, Inc. (together with its consolidated affiliates, collectively, "DriveTime")] administers under a master dealer agreement with DriveTime.

The commission revenue we recognize on VSCs depends on the number of retail units we sell, the conversion rate of VSCs on these sales, commission [removed: rates we receive, VSC early cancellation frequency and product features.]

Reconditioning costs consist of direct costs, including parts, labor, and third-party repair expenses directly attributable to specific vehicles, as well as indirect costs, such as IRC [added: and auction site] overhead.

Retail vehicle gross profit is [added: primarily] the vehicle sales price minus our costs of sales associated with vehicles that we list and [removed: sell on our website.][added: sell.]

We continue to prioritize efficient growth in retail units sold, absent any material changes in macroeconomic conditions.

of the year, with the lowest relative level of vehicle sales expected to occur in the fourth calendar quarter.

Effects of Tariffs

The global trade environment is uncertain and rapidly evolving.

We are continuing to monitor changes in tariff policy and the impact of these changes on our industry and the economy and seek to adjust to these changes as efficiently as possible.

For the year ended December 31, 2025, tariffs did not materially impact our financial or operating results.

We maintain a primary focus on expanding the scale and reach of our business, while simultaneously driving operational efficiency, flexibility, and scalability through process and technology improvements that underpin sustainable, profitable growth.

| | | | 2025 | | | | | | 2024 | | |

We calculate average monthly unique visitors as the sum of

rates we receive, VSC early cancellation frequency and product features.

Refer to Note 14 — Income Taxes of our consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K for further discussion of the TRA.

| Total gross profit | | | $ | 4,192 | | | | | $ | 2,876 | | | | | 45.8 | | % |

| Retail vehicle unit sales | | | 596,641 | | | | | | 416,348 | | | | | | 43.3 | | % |

| | | | 2025 | | | | | | 2024 | | |

Interest Expense, Net

Loss on debt extinguishment was $16 million and $12 million during the years ended December 31, 2025 and 2024, respectively.

During the year ended December 31, 2025, $611 million of principal amount of 2028 Senior Secured Notes were voluntarily repurchased and redeemed for $633 million, which included $7 million of accrued interest and $1 million of pro-rata write-offs of unamortized debt issuance costs and unamortized premium.

Income tax (benefit) provision was a benefit of $2.8 billion during the year ended December 31, 2025 and was primarily due to the release of our valuation allowance against our deferred tax assets.

We released $2.2 billion of our valuation allowance during the year ended December 31, 2025 and recorded $547 million of income tax benefit as a result of current year activity.

For additional information, see Note 14 —Income Taxes.

Total gross profit per retail unit, non-GAAP; SG&A expenses, non-GAAP; and Total SG&A expenses per retail unit, non-GAAP.

| Other expense (income), net | | | 2,250 | | | | | | (73) | | | | | | (9) | | |

| Depreciation and amortization expense in cost of sales | | | 111 | | | | | | 140 | | | | | | 169 | | |

| Warrant revenue | | | (21) | | | | | | (21) | | | | | | (21) | | |

| Depreciation and amortization expense in SG&A expenses | | | 164 | | | | | | 165 | | | | | | 183 | | |

| Share-based compensation expense in SG&A expenses | | | 96 | | | | | | 91 | | | | | | 73 | | |

Going forward, we expect to fund growth and expansion primarily through cash generated from operating activities, while retaining the option to utilize financing activities as a supplemental source if desired.

On February 19, 2025, the Company further refreshed the ATM Program by entering into a Second Amended and Restated Distribution Agreement with Barclays Capital Inc., Citigroup Global Markets Inc., and Virtu Americas LLC.

As of December 31, 2025, $461 million of aggregate offering price remained available to be sold under the ATM Program.

During the year ended December 31, 2025, as permitted by the indenture, $611 million of principal amount of 2028 Senior Secured Notes were voluntarily repurchased and redeemed for $633 million, which included $7 million of accrued interest and $1 million of pro-rata write-offs of unamortized debt issuance costs and unamortized premium.

Further, during the year ended December 31, 2025, the Company repaid $98 million of principal amount of the 2025 Senior Unsecured Notes upon maturity.

| | | | 2025 | | | | | | 2024 | | |

See Note 9 — Debt Instruments of our consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K.

On October 20, 2025, the Company entered into a loan and security agreement (the "Loan Agreement") with Citizens Bank, N.A. ("Citizens Bank"), which provides for up to $250 million in aggregate principal amount of loans to finance certain equipment for its transportation fleet.

All loans extended under the Loan Agreement are secured by a first priority lien on the transportation fleet and will mature within four to seven years depending on the attributes of the financed equipment.

At maturity, a final payment of unamortized principal will be due to Citizens Bank.

These outstanding loans will bear interest at a rate based on the applicable SOFR swap rate, with tenors ranging from two and a half to four years, plus an applicable margin ranging from 2.80% to 2.95% depending on the maturity of the loan.

The Company has the option to prepay the outstanding balances of the loans prior to the Maturity Date.

On October 24, 2025, we entered into a definitive loan purchase agreement with an independent, third-party purchaser for the sale of up to $4.0 billion of principal balance of finance receivables through October 2027.

Also, on October 24, 2025, we entered into a separate definitive loan purchase agreement with another independent, third-party purchaser for the sale of up to $4.0 billion of principal balance of finance receivables through December 2027.

- Retail units sold are an important driver of the average number of days between when we acquire the vehicle and when we sell it.

Reducing average days to sale impacts gross profit on our vehicles because used vehicles generally depreciate over time.

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.

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.

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.

In 2023, heightened inflation and rising interest rates resulted in lower demand for used vehicles.

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.

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

The increase in wholesale vehicle gross profit per wholesale unit was primarily a result of lower vehicle acquisition costs relative to sales prices during the year ended December 31, 2024.

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.

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.

Gain on debt extinguishment was $878 million during the year ended December 31, 2023, due to the exchange of $5.5 billion in principal of Senior Unsecured Notes for $4.2 billion in principal of Senior Secured Notes and $341 million in cash, along with the write off of $66 million of debt issuance costs and a $40 million deferred premium on a portion of the Senior Secured Notes.

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.

The change was primarily due to the income tax expense related to the cancellation of debt income recognized on the exchange of $5.5 billion in principal of Senior Unsecured Notes for $4.2 billion in principal of Senior Secured Notes and $341 million in cash during the year ended December 31, 2023.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

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

| Gross profit | | | $ | 2,876 | | | | | $ | 1,724 | | | | | $ | 1,246 | |

(1) For the year ended December 31, 2022, includes $28 million of lease termination fees, net of amounts written off for the corresponding operating lease right-of-use assets and operating lease liabilities which were terminated, $26 million of expenses associated with workforce reductions, of which $7 million was recorded to cost of sales, and $3 million of other restructuring-related costs.

Historically, cash generated from financing activities has funded growth and expansion into new markets and strategic initiatives and we expect this to continue in the future.

In response to the macroeconomic environment, our focus in past years has been on driving profitability through initiatives to better conform our expense structure to unit volume levels and create a strong operational foundation, allowing us to shift focus throughout 2024 to the long-term phase of driving profitable growth.

We expect to continue our focus on profitability initiatives as we continue to grow.

See Item 9B “Other Information” for a description of amendments to the ATM Program after December 31, 2024.

During the year ended December 31, 2024, we repurchased and cancelled $370 million of principal amount of 2028 Senior Secured Notes and redeemed $100 million of 2028 Senior Secured Notes.

retain beneficial interests in securitizations for varying amounts of time.

| Finance receivable facilities | | | — | | | | | | 555 | | |

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

Cash used in and provided by investing activities was $13 million and $31 million during the years ended December 31, 2024 and 2023, respectively, an increase in cash used in investing activities of $44 million, primarily driven by lower proceeds received from the sale of property and equipment in the year ended December 31, 2024, partially offset by increased principal payments received on and proceeds from the sale of beneficial interests in securitizations during the year ended December 31, 2024.

receivables we originate.

We reduce the carrying amounts of deferred tax assets by a valuation allowance if, based on the evidence available, both positive and negative, as well as the objectivity and verifiability of that evidence, it is more likely than not that some portion or all of our deferred tax assets will not be realized.

The assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods by jurisdiction, our experience with loss carryforwards not expiring unutilized, and all tax-planning alternatives that may be available.

As such, we recognized a TRA liability of $82 million and $14 million as of December 31, 2024 and 2023, respectively, which represents the portion of the liability that is probable and reasonably estimable.

Business Combination Purchase Price Allocation

The purchase price of an acquisition is allocated to the identifiable assets acquired and liabilities assumed based on their fair values at the date of acquisition, with the excess purchase price being recorded as goodwill.

The allocation of purchase price to the tangible and identifiable intangible assets acquired is specifically complex because of the significant estimates and assumptions involved in determining their fair values.

Due to this higher degree of complexity, we obtained the assistance of outside valuation experts in the allocation of purchase price to the tangible and identifiable intangible assets acquired.

We had total outstanding debt of [removed: $67] [added: $58] million under our short-term revolving facilities at December 31, [removed: 2024.][added: 2025.]

Refer to Note [removed: 10] [added: 9] — Debt Instruments of our consolidated financial statements included in Part II, Item 8, "Financial Statements and Supplementary Data," of this Annual Report on Form 10-K for more detail on this variable interest rate.

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 [added: less than] $1 million at December 31, [removed: 2024.][added: 2025.]

Our long-term debt, consisting of our Senior Notes (as defined in Note [removed: 10] [added: 9] — Debt Instruments 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 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.

Our interest expense, net decreased by $146 million to $505 million during the year ended December 31, 2025 compared to $651 million during the year ended December 31, 2024, primarily due to lower interest on the Senior Secured Notes as a result of repurchases, redemption, our election to pay cash interest on the 2028 and 2030 Senior Secured Notes, and lower cash interest rate on the 2031 Senior Secured Notes relative to the higher PIK interest rate, higher interest income, and lower interest on the finance receivable facilities and floor plan facility.

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

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 [added: price.]

The automotive retail industry is large – with approximately [removed: 36] [added: 37] million used auto retail transactions in the United States (“U.S.”) in [removed: 2023] [added: 2024] 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 [removed: 2023 according to Automotive News.][added: 2024.]

Over the [removed: years] [added: 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, [removed: 2024,] [added: 2025,] to sell [removed: 2.2] [added: 2.8] million retail vehicles, generating [removed: $63.7] [added: $84.1] billion in total revenue since inception in 2012 through December 31, [removed: 2024.][added: 2025.]

Vehicle Acquisition. We primarily acquire our used vehicle inventory directly from customers, used car auctions, [added: including by use of our growing digital auction platform,] and wholesale used vehicle suppliers, including retail marketplace partners.

Our online tool then allows customers to schedule a time to have their existing vehicle picked up at their home, [added: or drop it off at a Carvana location,] and receive payment.

Inspection and Reconditioning. Once we acquire a vehicle, we leverage our in-house logistics network or a vendor to transport the vehicle to one of our inspection and reconditioning centers ("IRC") or auction locations with reconditioning capabilities (together with [removed: IRCs] [added: IRCs,] "Reconditioning Sites"), at which point the vehicle enters our inventory management system.

Each Reconditioning Site leverages proprietary inventory management technology and includes trained technicians, vehicle lifts, paintless dent repair, and paint [removed: capabilities] [added: capabilities,] and receives on-site support from vendors with whom we have integrated systems to expedite ready access to parts and materials.

Online Search and Shopping Experience. We offer a mobile-optimized website, where prospective retail car buyers can immediately begin browsing, researching, filtering, and identifying their vehicle of choice from an inventory of over [removed: 53,000] [added: 75,000] total website units that we offer for sale as of December 31, [removed: 2024.][added: 2025.]

Our financing tool [added: is designed to] intuitively and transparently [removed: shows] [added: show] the relationship between down payment, monthly [removed: payment] [added: payment,] and loan term to assist the customer in selecting [removed: the best] [added: a] payment plan tailored to their specific needs.

Nationwide Logistics Network and Distinctive Fulfillment Experience. We have developed proprietary logistics software and an in-house nationwide delivery network [removed: which is aimed at allowing us] [added: designed] to predictably and efficiently transport cars [removed: while providing] [added: and provide] customers with a distinctive fulfillment experience.

[added: This proprietary logistics infrastructure enables us to offer our customers and] operations team highly accurate predictions of vehicle availability, to minimize delays, and promote a seamless and reliable customer experience.

As of December 31, [removed: 2024,] [added: 2025,] we estimate that 75% of the U.S. population is within 100 miles of an IRC or auction site, which shortens the distance from our inventory pools to our customers to reduce delivery times.

As of December 31, [removed: 2024,] [added: 2025,] customers rated us an average of 4.7 out of 5.0 from over [removed: 215,000] [added: 245,000] surveys on our website since inception, fostering repeat business and a strong referral network.

[removed: 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 [removed: markets.][added: markets, depending on availability and location.]

[added: 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 vehicle sold have typically decreased.

As of December 31, [removed: 2024,] [added: 2025,] we [added: continued to] leverage [removed: a] [added: our growing] network of Reconditioning Sites throughout the U.S. and proprietary software for our vehicle reconditioning and logistics activities that required significant investment in time and capital to develop.

This infrastructure gives us capacity to inspect and recondition [removed: more than 1] [added: approximately 1.5] million cars per year at full utilization.

As of December 31, [removed: 2024,] [added: 2025,] we offer all customers a nationally pooled inventory of over [removed: 53,000] [added: 75,000] high-quality used vehicles on our website.

Our ability to [removed: generate] [added: grow] retail [removed: vehicle] [added: unit] sales [removed: is a function of our market penetration in] [added: depends on penetrating] existing markets, [removed: the number of markets we operate in, and] [added: prudently expanding] our [removed: ability to build] [added: geographic footprint,] and [removed: maintain] [added: strengthening] our brand by [removed: offering] [added: delivering] great value, transparency, and outstanding customer service.

Since the launch of our first market [removed: twelve] [added: thirteen] years ago, our vertically integrated, customer-centered offering has enabled us to become one of the largest and fastest growing used automotive retailers in the U.S. as of December 31, [removed: 2024.][added: 2025.]

[removed: In this early stage,] [added: Throughout 2025,] we [removed: are pursuing] [added: remained focused on profitable] growth [removed: at a rate that seeks to balance the] [added: and fundamental operating efficiency, balancing] 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 [removed: over] approximately [removed: 1] [added: 1.5] million vehicles per year.

Further, the acquisition of ADESA US Auction, LLC in 2022 provided us with 56 additional [removed: locations that could be built] [added: locations, which we have been building] out to increase our reconditioning [removed: capacity.][added: capacity and the number of inventory pools closer to customers.]

[removed: Six] [added: As] of [added: December 31, 2025, 16 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 [removed: 36] [added: 37] million transactions in [removed: 2023,] [added: 2024,] according to Cox Automotive, the used vehicle retail market represents a massive, highly fragmented industry, of which Carvana currently [removed: holds] [added: has an estimated market share of] only approximately [removed: 1% of the market share.][added: 1.6%.]

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 [removed: 18% of all non-automotive retail transactions as of 2023.][added: 20%]

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

Our customers rated us an average of 4.7 out of 5.0 based on over [removed: 215,000] [added: 245,000] satisfaction surveys on our website from our inception through December 31, [removed: 2024.][added: 2025.]

Develop New [removed: Products][added: Products and Expand Lines of Business]

We plan to continue leveraging our existing e-commerce and logistics infrastructure to increase monetization opportunities by introducing new complementary products and [removed: services.][added: services or expanding into new lines of business.]

[removed: Our paid advertising efforts include, but are not limited] to, advertisements through national and local television, search engine marketing, inventory site listing, social media, retargeting, organic referral, display, out-of-home, digital video, digital radio, direct mail, and branded pay-per-click channels.

- artificial intelligence technology [added: ("AI")] used to power chatbots that streamline customer communication paths and assist customers and customer advocates in navigating the purchase process, to improve internal work efficiencies, and to enhance our recruitment and hiring processes; and

As of December 31, [removed: 2024,] [added: 2025,] we hold [removed: 41] [added: 51] issued U.S. patents, which cover our vending machine technology, photo technology, website user interface technology, personalization methods for displaying digital media and imaging technology, [added: search and display technology, and artificial intelligence technology, and six issued international patents covering our photo technology.]

These patents have been held for between [removed: eight] [added: ten] years and less than one year.

As of December 31, [removed: 2024,] [added: 2025,] we have [removed: 27] [added: 28] domestic trademark registrations and six international trademarks in active use, including registrations for "Carvana," the Carvana design mark, the Carvana logo, and various slogans, and we are the registered holder of a variety of domestic and international domain names, including "carvana.com."

We consider our relationship with our team to be positive, and it is in large part because of their passion and hard work that Carvana is now one of the largest used automotive retailers in the U.S. As of December 31, [removed: 2024,] [added: 2025,] we had over [removed: 17,400] [added: 23,100] full-time and part-time employees.

The following chart summarizes our organizational structure as of December 31, [removed: 2024.][added: 2025.]

][added: Chart.jpg](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/cvna-20251231_g1.jpg)]

[removed: (1)133,271] [added: (1)142,230] shares of Class A Common Stock issued and outstanding as of December 31, [removed: 2024,] [added: 2025,] representing a [removed: 62.3%] [added: 64.7%] economic interest in Carvana Group, LLC through Carvana Co.

Our proprietary credit and

Because these additional opportunities originate with retail unit sales, our business strategy continues to center on growing retail units.

We continue to prioritize initiatives that raise conversion, improve delivery speed, and streamline customer support, each of which we believe reinforces brand trust and drives sustained demand.

We are integrating ADESA sites to combine retail and wholesale capabilities within single locations over time, enhancing both retail production and wholesale disposition.

of all non-automotive retail transactions as of 2025.

Our paid advertising efforts include, but are not limited

price.

This proprietary logistics infrastructure enables us to offer our customers and

Following the

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

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.

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.

search and display technology, and artificial intelligence technology, and five issued international patents covering our photo technology.

For more information regarding our material pending legal proceedings, see “Legal Matters” in Note [removed: 17] [added: 16] — 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, claims, and inquiries cannot be predicted with certainty, we do not believe that the ultimate resolution of these actions will have a material adverse effect on our financial position, results of operations, liquidity, and capital resources.

In January 2025, a now-defunct short-selling firm published a report including inaccurate, incomplete, and otherwise misleading information about us.

We engaged outside legal counsel to independently evaluate the allegations, and voluntarily contacted the U.S. Securities and Exchange Commission (“SEC”).

Based upon that evaluation and our own review, we reaffirmed our conclusion that the allegations raised in the short-seller’s report were inaccurate, incomplete, and misleading.

In June 2025, we received a subpoena from the SEC requesting information that we believe primarily relates to the allegations raised by the report.

We are fully cooperating with the SEC Staff.

Future litigation may be necessary to defend ourselves and our partners by determining the scope, enforceability and validity of third-party proprietary rights or to establish our proprietary rights.

The results of any current or future litigation or government inquiries cannot be predicted with certainty, and regardless of the outcome, litigation and government inquiries can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the common stock of the registrant held by non-affiliates was [removed: $14.7] [added: $43.8] billion based on the closing price of the common stock on the New York Stock Exchange on June [removed: 28, 2024.][added: 30, 2025.]

As of February [removed: 14, 2025,] [added: 13, 2026,] the registrant had [removed: 134,046,880] [added: 142,736,197] shares of Class A common stock outstanding and [removed: 79,119,471] [added: 76,109,471] shares of Class B common stock outstanding.

Portions of the registrant's Definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K.

| Item 1. | | | Business | | | [removed: [1](#i738ec671e79945919223b81d77c51168_13)] [added: [1](#ibda37196fff64dd1ba4936f58fbda79d_13)] | | |

| Item 1A. | | | Risk Factors | | | [removed: [9](#i738ec671e79945919223b81d77c51168_25)] [added: [9](#ibda37196fff64dd1ba4936f58fbda79d_25)] | | |

| Item 1B. | | | Unresolved Staff Comments | | | [removed: [29](#i738ec671e79945919223b81d77c51168_28)] [added: [30](#ibda37196fff64dd1ba4936f58fbda79d_31)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [48](#i738ec671e79945919223b81d77c51168_31)] [added: [31](#ibda37196fff64dd1ba4936f58fbda79d_34)] | | |

| Item 2. | | | Properties | | | [removed: [31](#i738ec671e79945919223b81d77c51168_34)] [added: [32](#ibda37196fff64dd1ba4936f58fbda79d_37)] | | |

| Item 3. | | | Legal Proceedings | | | [removed: [31](#i738ec671e79945919223b81d77c51168_40)] [added: [32](#ibda37196fff64dd1ba4936f58fbda79d_43)] | | |

| Item 4. | | | Mine Safety Disclosures | | | [removed: [31](#i738ec671e79945919223b81d77c51168_43)] [added: [32](#ibda37196fff64dd1ba4936f58fbda79d_46)] | | |

| Item 5. | | | Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | | | [removed: [32](#i738ec671e79945919223b81d77c51168_46)] [added: [33](#ibda37196fff64dd1ba4936f58fbda79d_49)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [34](#i738ec671e79945919223b81d77c51168_49)] [added: [35](#ibda37196fff64dd1ba4936f58fbda79d_52)] | | |

| Item 7. | | | Management's Discussion and Analysis of Financial Condition and Results of Operations | | | [removed: [35](#i738ec671e79945919223b81d77c51168_55)] [added: [36](#ibda37196fff64dd1ba4936f58fbda79d_58)] | | |

| Item 7A. | | | Quantitative and Qualitative Disclosures about Market Risk | | | [removed: [53](#i738ec671e79945919223b81d77c51168_127)] [added: [54](#ibda37196fff64dd1ba4936f58fbda79d_130)] | | |

| Item 8. | | | Financial Statements and Supplementary Data | | | [removed: [54](#i738ec671e79945919223b81d77c51168_133)] [added: [56](#ibda37196fff64dd1ba4936f58fbda79d_136)] | | |

| Item 9. | | | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | | [removed: [108](#i738ec671e79945919223b81d77c51168_271)] [added: [110](#ibda37196fff64dd1ba4936f58fbda79d_283)] | | |

| Item 9A. | | | Controls and Procedures | | | [removed: [108](#i738ec671e79945919223b81d77c51168_274)] [added: [110](#ibda37196fff64dd1ba4936f58fbda79d_286)] | | |

| Item 9B. | | | Other Information | | | [removed: [108](#i738ec671e79945919223b81d77c51168_277)] [added: [110](#ibda37196fff64dd1ba4936f58fbda79d_289)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [109](#i738ec671e79945919223b81d77c51168_283)] [added: [110](#ibda37196fff64dd1ba4936f58fbda79d_295)] | | |

| Item 10. | | | Directors, Executive Officers and Corporate Governance | | | [removed: [110](#i738ec671e79945919223b81d77c51168_286)] [added: [111](#ibda37196fff64dd1ba4936f58fbda79d_298)] | | |

| Item 11. | | | Executive Compensation | | | [removed: [110](#i738ec671e79945919223b81d77c51168_289)] [added: [111](#ibda37196fff64dd1ba4936f58fbda79d_301)] | | |

| Item 12. | | | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | | [removed: [110](#i738ec671e79945919223b81d77c51168_292)] [added: [111](#ibda37196fff64dd1ba4936f58fbda79d_304)] | | |

| Item 13. | | | Certain Relationships and Related Transactions, and Director Independence | | | [removed: [110](#i738ec671e79945919223b81d77c51168_295)] [added: [111](#ibda37196fff64dd1ba4936f58fbda79d_307)] | | |

| Item 14. | | | Principal Accountant Fees and Services | | | [removed: [110](#i738ec671e79945919223b81d77c51168_298)] [added: [111](#ibda37196fff64dd1ba4936f58fbda79d_310)] | | |

| Item 15. | | | Exhibit and Financial Statement Schedules | | | [removed: [112](#i738ec671e79945919223b81d77c51168_301)] [added: [112](#ibda37196fff64dd1ba4936f58fbda79d_313)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [112](#i738ec671e79945919223b81d77c51168_304)] [added: [112](#ibda37196fff64dd1ba4936f58fbda79d_316)] | | |

- expectations relating to the used car market and our [removed: industry;][added: industry, including with respect to the impact of tariffs on our business;]

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

Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include, among others, those discussed under Part I, Item 1A [removed: —"Risk] [added: - "Risk] Factors" in this Annual Report on Form 10-K.

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

| | | | Signatures | | | [114](#ibda37196fff64dd1ba4936f58fbda79d_322) | | |

- operational efficiency;

- potential sales of our Class A common stock, including through use of the at-the-market program; and

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

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

Senior leaders from our Information Security, Legal, Privacy, and Compliance teams provide the Board and Audit Committee with periodic briefings [removed: of] [added: on the threat landscape,] our [removed: current risks and] security [removed: strategy, as well as future plans with regard to cybersecurity posture,] [added: strategy and roadmap, and the status of risk reduction initiatives, including] preparation, prevention, [added: detection, response,] and [removed: incident response.][added: recovery activities.]

Our Chief Information Security Officer ("CISO"), who has extensive cybersecurity knowledge and experience, [removed: with] [added: including] over [removed: 15] [added: 16] years in the field of information [removed: security, including] [added: security and] over [removed: seven] [added: eight] years of experience leading [removed: information] [added: enterprise] security [removed: departments within] [added: programs in] financial services and technology [removed: organizations as a cybersecurity executive,] [added: organizations,] is primarily responsible for assessing and managing cybersecurity risk.

The Information Security and privacy teams also from time to time engage consultants and other third parties to assist in investigating and remediating security incidents, monitoring of security vulnerabilities, and performing [removed: risk assessments] [added: annual internal and external penetration tests] based on [added: best practices and] industry standards such as the [removed: National Institute of Standards and Technology (NIST) Cybersecurity Framework.][added: Open Web Application Security Project (OWASP) Top Ten.]

As of the date hereof, we have not [removed: experienced] [added: identified] any material cybersecurity [removed: incidents.][added: incidents impacting the Company.]

Carvana's enterprise risk management program, is designed to identify, assess, prioritize, and respond to significant risks and opportunities, and incorporates processes for the identification, evaluation, and management of risks from cybersecurity threats, including those arising from third-party service providers and vendors.

Upon hire and annually thereafter, employees are assigned Information Security and Privacy Awareness Training to provide awareness on topics such as social engineering, phishing, password requirements, ethical use of artificial intelligence, physical security, best practices for secure remote work, protecting sensitive information, and identifying and reporting potential issues.

Phishing simulations are also conducted on an ongoing basis.

Carvana's enterprise risk management program, which is designed to identify, evaluate, and respond to our high priority risks and opportunities, integrates assessment, review, identification and management of cybersecurity risks.

As of December 31, [removed: 2024,] [added: 2025,] we operated the following facilities in the U.S.:

| Corporate headquarters | | | | | | — | | | | | | [removed: 1.2] [added: 1.3] | | | | | | — | | | | | | [removed: 39] [added: 33] | | |

(1) Other facilities include IRCs, hubs, vending machines, [added: dealerships,] and auction locations.

| Other facilities (1) | | | | | | 5.3 | | | | | | 5.9 | | | | | | 4,176 | | | | | | 3,132 | | |

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

As of February [removed: 14, 2025,] [added: 13, 2026,] there were [removed: 10] [added: 11] shareholders of record of our Class A common stock.

As of February [removed: 14, 2025,] [added: 13, 2026,] there were 9 shareholders of record of our Class B common stock.

The following graph compares the total shareholder return from December 31, [removed: 2019] [added: 2020] through December 31, [removed: 2024] [added: 2025] 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 [removed: Retailing Index ("S&P 500] [added: Consumer Discretionary Distribution &] Retailing [removed: Index"),] [added: index,] assuming an initial investment of $100 on December 31, [removed: 2019] [added: 2020] and including reinvestment of dividends where applicable.

The results presented below are not [added: intended to forecast and are not] necessarily indicative of future performance.

[removed: ][added: ]

There were no unregistered sales of equity securities during the year ended December 31, [removed: 2024,] [added: 2025,] except as otherwise previously reported in a Current Report on Form 8-K.

During the year ended December 31, [removed: 2024,] [added: 2025,] pursuant to the terms of the Exchange Agreement entered into in connection with our initial public offering, certain LLC Unitholders exchanged [removed: 8.7] [added: 4.1] million LLC Units and [removed: 6.5] [added: 3.0] million shares of Class B common stock for [removed: 6.9] [added: 3.3] million shares of Class A common stock.

Any future determination relating to our dividend policy will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant.

In prior years, the stock performance graph below compared the cumulative total return on the Company's Class A common stock with the S&P 500 Retailing Index.

In 2023, S&P Dow Jones Indices and Morgan Stanley Capital International implemented revisions to the Global Industry Classification Standard structure which resulted in the renaming and restructuring of certain retail-related indices, including the S&P 500 Retailing Index.

As such, and due to the limited continuity in the S&P 500 Retailing Index, we are utilizing the Standard and Poor's 500 Consumer Discretionary Distribution & Retailing index in the stock performance graph below.

| Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 248) | | | [removed: [55](#i738ec671e79945919223b81d77c51168_136)] [added: [57](#ibda37196fff64dd1ba4936f58fbda79d_139)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [57](#i738ec671e79945919223b81d77c51168_139)] [added: [60](#ibda37196fff64dd1ba4936f58fbda79d_142)] | | |

| Consolidated Statements of Operations for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [58](#i738ec671e79945919223b81d77c51168_142)] [added: [61](#ibda37196fff64dd1ba4936f58fbda79d_145)] | | |

| Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [59](#i738ec671e79945919223b81d77c51168_145)] [added: [62](#ibda37196fff64dd1ba4936f58fbda79d_148)] | | |

| Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | | [removed: [61](#i738ec671e79945919223b81d77c51168_148)] [added: [64](#ibda37196fff64dd1ba4936f58fbda79d_151)] | | |

| Notes to Consolidated Financial Statements | | | [removed: [62](#i738ec671e79945919223b81d77c51168_154)] [added: [65](#ibda37196fff64dd1ba4936f58fbda79d_157)] | | |

We have audited the accompanying consolidated balance sheets of Carvana Co. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and financial statement schedule included under Item 15 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 19, 2025] [added: 18, 2026] expressed an unqualified opinion.

Critical audit [removed: matter][added: matters]

[removed: Critical] [added: The critical] audit matters [added: communicated below] are matters arising from the current period audit of the financial statements that [removed: are] [added: were] communicated or required to be communicated to the audit committee and that: (1) 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] and our report dated February [removed: 19, 2025] [added: 18, 2026] expressed an unqualified opinion on those financial statements.

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |

| Cash and cash equivalents | | | $ | [added: 2,327 | | | | | $ |] 1,716 | | | | | $ | 530 | |

| Restricted cash | | | [removed: 44] [added: 102] | | | | | | [removed: 64] [added: 44] | | |

| Accounts receivable, net | | | [removed: 303] [added: 245] | | | | | | [removed: 266] [added: 303] | | |

| Finance receivables held for sale, net | | | [removed: 612] [added: 813] | | | | | | [removed: 807] [added: 612] | | |

| Vehicle inventory | | | [removed: 1,608] [added: 2,408] | | | | | | [removed: 1,150] [added: 1,608] | | |

| Beneficial interests in securitizations | | | [removed: 464] [added: 486] | | | | | | [removed: 366] [added: 464] | | |

| Other current assets, including [removed: $4] [added: $5] and [removed: $3,] [added: $4,] respectively, due from related parties | | | [removed: 122] [added: 168] | | | | | | [removed: 138] [added: 122] | | |

| Total current assets | | | [removed: 4,869] [added: 6,549] | | | | | | [removed: 3,321] [added: 4,869] | | |

| Property and equipment, net | | | [removed: 2,773] [added: 2,814] | | | | | | [removed: 2,982] [added: 2,773] | | |

| Operating lease right-of-use assets, including [removed: $13] [added: $6] and [removed: $10,] [added: $13,] respectively, from leases with related parties | | | [removed: 440] [added: 443] | | | | | | [removed: 455] [added: 440] | | |

| Intangible assets, net | | | [removed: 34] [added: 47] | | | | | | [removed: 52] [added: 34] | | |

| Other assets | | | [removed: 368] [added: (4)] | | | | | | [removed: 261] [added: 12] | | | [added: | | | 43 | | |]

| Total assets | | | $ | [removed: 8,484] [added: 13,201] | | | | | $ | [removed: 7,071] [added: 8,484] | |

| Accounts payable and accrued liabilities, including [removed: $17] [added: $21] and [removed: $7,] [added: $17,] respectively, due to related parties | | | $ | [removed: 856] [added: 1,100] | | | | | $ | [removed: 596] [added: 856] | |

| Short-term revolving facilities | | | [removed: 67] [added: 58] | | | | | | [removed: 668] [added: 67] | | |

| Current portion of long-term debt | | | [removed: 309] [added: 227] | | | | | | [removed: 189] [added: 309] | | |

| Other current liabilities, including [removed: $16] [added: $31] and [removed: $3,] [added: $16,] respectively, due to related parties | | | [removed: 106] [added: 134] | | | | | | [removed: 83] [added: 106] | | |

| Total current liabilities | | | [removed: 1,338] [added: 1,519] | | | | | | [removed: 1,536] [added: 1,338] | | |

| Long-term debt, excluding current portion | | | [removed: 5,256] [added: 4,830] | | | | | | [removed: 5,416] [added: 5,256] | | |

| Operating lease liabilities, excluding current portion, including [removed: $10] [added: $5] and [removed: $7,] [added: $10,] respectively, from leases with related parties | | | [removed: 414] [added: 406] | | | | | | [removed: 433] [added: 414] | | |

| [removed: Other liabilities,] [added: Tax receivable agreement liability,] including [removed: $48] [added: $1,721] and [removed: $11,] [added: $48,] respectively, due to related parties | | | [removed: 101] [added: 2,228] | | | | | | [removed: 70] [added: 65] | | |

| Total liabilities | | | [removed: 7,109] [added: 8,998] | | | | | | [removed: 7,455] [added: 7,109] | | |

| Commitments and contingencies (Note [removed: 17)] [added: 16)] | | | | | | | | | | | |

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

| Preferred stock, $0.01 par value - 50,000 shares authorized; none issued and outstanding as of [added: each of] December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | — | | | | | | — | | |

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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

*Realizability of deferred tax assets*

As described further in Note 14 — Income Taxes to the consolidated financial statements, the Company recognized a decrease in the deferred tax asset valuation allowance of $2.2 billion during the year ended December 31, 2025, primarily related to a release of its valuation allowance attributable to certain deferred tax assets.

We identified the evaluation of assumptions used in determining changes in the Company’s valuation allowance, specifically related to the weighting of positive and negative evidence attributable to certain deferred tax assets, as a critical audit matter.

The principal considerations for our determination of the realizability of certain deferred tax assets as a critical audit matter included the subjective auditor judgment required and the assistance of individuals with specialized skills and knowledge in the evaluation of the weighting of the available positive and negative evidence supporting the release of the Company’s valuation

allowance attributable to certain deferred tax assets.

Our audit procedures related to the realizability of certain deferred tax assets included the following, among others:

- We tested the relevant design and operating effectiveness of internal controls over income taxes, including those over management’s deferred tax asset realizability assessment.

- With the assistance of individuals with specialized skills and knowledge, we evaluated management’s determination that the positive evidence supporting the release of the valuation allowance attributable to certain deferred tax assets outweighed the negative evidence in forming their conclusion.

*Probability Assessment of the Tax Receivable Agreement (“TRA”) Liability*

As described further in Note 14 — Income Taxes to the consolidated financial statements, the Company has a Tax Receivable Agreement (“TRA”) with its LLC Unitholders, whereby the Company will be required to make cash payments to such LLC Unitholders equal to 85% of any tax benefits realized.

The Company recognized a change in its TRA liability of $2.2 billion during the year ended December 31, 2025.

TRA liabilities are recognized if, based on the weight of all available information, in management’s judgment it is probable that it will be paid.

We identified the evaluation of assumptions used in determining changes in the Company’s TRA liability, specifically related to the weighting of all available information attributable to the TRA liability, as a critical audit matter.

The principal consideration for our determination of this critical audit matter included the subjective auditor judgment required and the assistance of individuals with specialized skills and knowledge in the evaluation in the weighting of all available information supporting the recognition of TRA liabilities.

Our primary audit procedures performed to address this critical audit matter included the following, among others:

- We tested the design and operating effectiveness of internal controls, including those over management’s weighting of all available information supporting the estimation and recognition of the TRA liabilities.

- With the assistance of individuals with specialized skills and knowledge, we evaluated management’s determination that the weight of all available information supported the recognition of the TRA liability.

Newport Beach, California

Newport Beach, California

February 18, 2026

| Goodwill | | | 10 | | | | | | — | | |

| Deferred tax assets | | | 3,064 | | | | | | 3 | | |

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| Net income | | | | | | | | | | | | | | | | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | $ | — | | | | | $ | 1,407 | | | | | $ | 488 | | | | | $ | 1,895 | |

| Tax payments made on behalf of members | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4) | | | | | | (4) | | |

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| Balance, December 31, 2025 | | | | | | | | | | | | | | | | | | | | | 142,230 | | | | | | $ | — | | | | | 76,109 | | | | | | $ | — | | | | | $ | 3,450 | | | | | $ | (9) | | | | | $ | 762 | | | | | $ | 4,203 | |

We determined that there are no critical audit matters.

Southfield, Michigan

February 19, 2025

CARVANA CO. AND SUBSIDIARIES

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

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

| Balance, December 31, 2021 | | | | | | | | | | | | | | | | | | | | | 89,930 | | | | | | $ | — | | | | | 82,900 | | | | | | $ | — | | | | | $ | 795 | | | | | $ | (489) | | | | | $ | 219 | | | | | $ | 525 | |

| Net loss | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,587) | | | | | | (1,307) | | | | | | (2,894) | | |

| Establishment of valuation allowance related to deferred tax assets associated with increases in tax basis in Carvana Group | | | | | | | | | | | | | | | | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | | | | | $ | (289) | | | | | $ | — | | | | | $ | — | | | | | $ | (289) | |

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company has incurred losses in prior periods and may incur additional losses in the future as it continues to focus on driving profitable growth through operating efficiency.

(Continued)

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.

During the year ended December 31, 2022, the Company performed a quantitative goodwill impairment test for the Company's reporting unit and as a result recorded a non-cash goodwill impairment charge of $847 million, which is reflected as Goodwill impairment in the accompanying consolidated statements of operations.

securitization trusts.

which is the fixed price determined at the auction, or for wholesale marketplace transactions, at the amount it expects to receive for auction and service fees charged in facilitating the transaction.

The assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry forward periods by jurisdiction, the Company's experience with loss carryforwards not expiring unutilized, and all tax planning alternatives that may be available.

In November 2023, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update “ASU” 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures* (“ASU 2023-07”), which requires the disclosure of significant segment expenses that are regularly provided to the CODM.

The amendments also require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

These amendments apply regardless of the Company having one operating segment.

The update will be effective for annual periods beginning after December 15, 2025.

The Company is currently evaluating the impact that this guidance will have on the presentation of its consolidated financial statements and accompanying notes.

In November 2024, the FASB issued ASU 2024-03, *Income Statement - Reporting Comprehensive Income - Expense Disaggregation disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*, which requires entities to disclose certain additional information including, among other items, purchases of inventory, employee compensation, depreciation, and intangible asset amortization included within each consolidated statements of operations expense caption.

The update will be effective for annual reporting periods beginning after December 15, 2026.

NOTE 3 — BUSINESS COMBINATIONS

Acquisition of ADESA U.S. Physical Auction Business

On May 9, 2022, the Company completed its acquisition of 100% of the equity interests in the U.S. physical auction business of ADESA from Openlane, Inc., fka KAR Auction Services, Inc. for approximately $2.2 billion in cash (the "ADESA Acquisition").

Proceeds from the issuance and sale of the 2030 Senior Unsecured Notes (as defined below) were used to fund the acquisition.

The acquisition included 56 auction sites throughout the U.S. with 6.5 million square feet of buildings on more than 4,000 acres of land, significantly expanding the Company's infrastructure and enhancing its customer offering by facilitating a broader selection of vehicles and faster delivery times.

Identifiable intangible assets acquired consist of the following (in millions):

| Customer relationships | | | $ | 50 | | | | | 10 years | | |

Customer relationships were valued using the multi-period excess earnings method of the income approach.

Developed technology was valued using the replacement cost method of the cost approach.

Significant assumptions used in the valuations were forecasted revenues and attrition rate and are classified as Level 3 due to the lack of observable market data.

No residual values were assigned to the customer relationships and developed technology intangible assets and they are amortized on an economic useful life basis commensurate with future anticipated cash flows and straight line, respectively.

Real property was valued using market comparable transactions of the market approach, for which the key assumption is the similarity of the acquired property to market comparable transactions.

Under the supervision and with the participation of our management, including the chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this [removed: report.][added: Annual Report on Form 10-K.]

Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of [removed: such date.][added: December 31, 2025.]

Based on the assessment, management has concluded that its internal control over financial reporting was effective as of December 31, [removed: 2024] [added: 2025] 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 during the three months ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On December [removed: 3, 2024, Tom Taira,] [added: 15, 2025, Ryan Keeton,] the Company's [removed: President of Special Projects,] [added: Chief Brand Officer,] entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a "10b5-1 Plan").

Mr. [removed: Taira's] [added: Keeton's] 10b5-1 Plan provides for the [removed: potential] sale of up to [removed: 128,471] [added: 38,000] shares of Class A common [removed: stock, including shares obtained through the exercise of vested] stock [removed: options,] between the first potential sale date [removed: on] [added: of] March [removed: 4, 2025] [added: 16, 2026] and the expiration of the 10b5-1 Plan on December 31, [removed: 2025.][added: 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.

On December 13, 2024, Mr. Gill entered into a new 10b5-1 Plan, providing for the

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.

The previously adopted 10b5-1 Plan was entered into on March 16, 2021, was set to expire on December 31, 2024, and provided for the potential sale of up to 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.

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.

On December 13, 2024, Ernest Garcia III, the Company's Chief Executive Officer, entered into a 10b5-1 Plan providing for the potential sale of up to 1,000,000 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 March 16, 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.

The information required by this item is incorporated by reference to Carvana’s Proxy Statement for [removed: its 2025] [added: our 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

The information required by this item is incorporated by reference to Carvana’s Proxy Statement for [removed: its 2025] [added: our 2026] Annual Meeting of [removed: Stockholders] [added: Stockholders,] to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

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: 2024:][added: 2025:]

| Equity compensation plans approved by security holders (1) | | | [removed: 4,327] [added: 3,032] | | | $ | [removed: 35.60] [added: 35.78] | | [removed: 17,638] [added: 20,211] | | |

As of December 31, [removed: 2024,] [added: 2025,] there were [removed: 17,637,779] [added: 20,211,206] shares of Class A common stock outstanding under our equity compensation plans, which includes [removed: 17,269,811] [added: 19,849,220] shares of Class A common stock outstanding under the 2017 Omnibus Incentive Plan and [removed: 367,968] [added: 361,986] shares of Class A common stock outstanding under the ESPP.

The latest offering period under our ESPP ended on December 31, [removed: 2024.][added: 2025.]

The additional information required by this item is incorporated by reference to Carvana’s Proxy Statement for [removed: its 2025] [added: our 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

| Total | | | 3,032 | | | $ | 35.78 | | 20,211 | | |

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

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.

The information required by this item is incorporated by reference to Carvana’s Proxy Statement for [removed: its 2025] [added: our 2026] Annual Meeting of [removed: Stockholders] [added: Stockholders,] to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

The information required by this item is incorporated by reference to Carvana’s Proxy Statement for [removed: its 2025] [added: our 2026] Annual Meeting of [removed: Stockholders] [added: Stockholders,] to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, [removed: 2024.][added: 2025.]

| 1. | | | Financial Statements: The Consolidated Financial Statements of Carvana are set forth in Part II, Item 8, "Financial Statements and Supplementary Data," of this [added: Annual Report on] Form 10-K. | | |

| 3. | | | Exhibits: The exhibits listed in the accompanying Exhibit Index are filed, furnished or incorporated by reference as part of this [added: Annual Report on] Form 10-K. | | |

| Year ended December 31, 2025 | | | $ | 2,241 | | | | | $ | — | | | | | $ | — | | (1) | | | $ | (2,238) | | | | | $ | 3 | |

| Year ended December 31, 2022 | | | $ | 1,638 | | | | | $ | 398 | | | | | $ | 22 | | (1) | | | $ | — | | | | | $ | 2,058 | |

| [removed: [3.2](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex32.htm)] [added: [3.3](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, 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517156305/d388690dex32.htm) | | |

| [removed: [3.3](https://www.sec.gov/Archives/edgar/data/1690820/000119312523008978/d389539dex31.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] | | | [removed: [Certificate of Designations of Series B Preferred Stock of Carvana Co., as filed with the Secretary of State of the State] [added: [Form] of [removed: Delaware on January 17, 2023] [added: 5.500% Senior Notes due 2027] (incorporated by reference to Exhibit [removed: 3.1] [added: 4.2] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on [removed: January 17, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000119312523008978/d389539dex31.htm)] [added: March 30, 2021).](https://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] | | |

| [removed: [3.4](https://www.sec.gov/Archives/edgar/data/0001690820/000169082024000232/exhibit31-cvnaxcertificate.htm)] [added: [4.17](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex47-cvnaxexchangeofferxin.htm)] | | | [removed: [Certificate of Elimination of Series B Preferred Stock of Carvana Co.,] [added: [2030 Secured Notes Indenture] dated [removed: June 5, 2024] [added: as of September 1, 2023 with respect to the 2030 Senior Secured Notes] (incorporated by reference to Exhibit [removed: 3.1] [added: 4.7] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on [removed: June 6, 2024).](https://www.sec.gov/Archives/edgar/data/0001690820/000169082024000232/exhibit31-cvnaxcertificate.htm)] [added: September 1, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex47-cvnaxexchangeofferxin.htm)] | | |

| [removed: [4.1](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] [added: [4.5](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 [removed: 5.625%] [added: 5.875%] Senior Notes due [removed: 2025] [added: 2028] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on October 5, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] [added: [4.6](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] | | | [Form of [removed: 5.625%] [added: 5.875%] Senior Notes due [removed: 2025] [added: 2028] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on October 5, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex41.htm)] [added: 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex47.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex46.htm)] | | | [Supplemental Indenture, dated as of May 9, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to the [removed: 5.625%] [added: 5.500%] Senior Notes due [removed: 2025] [added: 2027] (incorporated by reference to Exhibit [removed: 4.7] [added: 4.6] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 10, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex47.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex46.htm)] | | |

| [removed: [4.4](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex41-cvnaxexchangeofferxsu.htm)] [added: [4.4](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex42-cvnaxexchangeofferxsu.htm)] | | | [Second Supplemental Indenture dated as of August 30, 2023, with respect to the [removed: 2025] [added: 2027] Senior Unsecured Notes (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on September 1, [removed: 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex41-cvnaxexchangeofferxsu.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex42-cvnaxexchangeofferxsu.htm)] | | |

| [removed: [4.5](https://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] [added: [4.1](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, 2021).](https://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm) | | |

| [removed: [4.6](https://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] [added: [4.10](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] | | | [Form of [removed: 5.500%] [added: 4.875%] Senior Notes due [removed: 2027] [added: 2029] (incorporated by reference to Exhibit 4.2 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on [removed: March 30, 2021).](https://www.sec.gov/Archives/edgar/data/1690820/000119312521100307/d151490dex41.htm)] [added: August 16, 2021).](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] | | |

| [removed: [4.7](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex46.htm)] [added: [4.7](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex45.htm)] | | | [Supplemental Indenture, dated as of May 9, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to the [removed: 5.500%] [added: 5.875%] Senior Notes due [removed: 2027] [added: 2028] (incorporated by reference to Exhibit [removed: 4.6] [added: 4.5] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 10, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex46.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex45.htm)] | | |

| [removed: [4.8](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex42-cvnaxexchangeofferxsu.htm)] [added: [4.8](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex43-cvnaxexchangeofferxsu.htm)] | | | [Second Supplemental Indenture dated as of August 30, 2023, with respect to the [removed: 2027] [added: 2028] Senior Unsecured Notes (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on September 1, [removed: 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex42-cvnaxexchangeofferxsu.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex43-cvnaxexchangeofferxsu.htm)] | | |

| [removed: [4.9](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] [added: [4.9](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] | | | [Indenture, dated [removed: as of October 2, 2020,] [added: August 16, 2021,] among Carvana Co., each of the guarantors party thereto and U.S. Bank National Association, as trustee, related to the [removed: 5.875%] [added: 4.875%] Senior Notes due [removed: 2028] [added: 2029] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to Carvana Co.'s Current Report on Form 8-K [removed: filed] [added: files] with the SEC on [removed: October 5, 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] [added: August 16, 2021).](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] | | |

| [removed: [4.10](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] [added: [4.14](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex41.htm#exa)] | | | [Form of [removed: 5.875%] [added: 10.2500%] Senior Notes due [removed: 2028] [added: 2030] (incorporated by reference to Exhibit [removed: 4.4] [added: 4.2] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on [removed: October 5, 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000119312520263341/d42993dex42.htm)] [added: May 10, 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex41.htm#exa)] | | |

| [removed: [4.11](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex45.htm)] [added: [4.11](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex44.htm)] | | | [Supplemental Indenture, dated as of May 9, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to the [removed: 5.875%] [added: 4.875%] Senior Notes due [removed: 2028] [added: 2029] (incorporated by reference to Exhibit [removed: 4.5] [added: 4.4] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 10, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex45.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex44.htm)] | | |

| [removed: [4.12](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex43-cvnaxexchangeofferxsu.htm)] [added: [4.12](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex44-cvnaxexchangeofferxsu.htm)] | | | [Second Supplemental Indenture dated as of August 30, 2023, with respect to the [removed: 2028] [added: 2029] Senior Unsecured Notes (incorporated by reference to Exhibit [removed: 4.3] [added: 4.4] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on September 1, [removed: 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex43-cvnaxexchangeofferxsu.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex44-cvnaxexchangeofferxsu.htm)] | | |

| [removed: [4.13](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] [added: [4.13](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex41.htm)] | | | [Indenture, dated [removed: August 16, 2021,] [added: as of May 6, 2022,] among Carvana Co., each of the guarantors party thereto and U.S. Bank [added: Trust Company,] National Association, as trustee, related to the [removed: 4.875%] [added: 10.2500%] Senior Notes due [removed: 2029] [added: 2030] (incorporated by reference to Exhibit 4.1 to Carvana Co.'s Current Report on Form 8-K [removed: files] [added: filed] with the SEC on [removed: August 16, 2021).](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] [added: May 10, 2022)](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex41.htm).] | | |

| [removed: [4.14](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] [added: [4.20](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex48-cvnaxexchangeofferxin.htm)] | | | [Form of [removed: 4.875%] [added: 9.0%/14.0% Cash/PIK] Senior [added: Secured] Notes due [removed: 2029] [added: 2031] (incorporated by reference to Exhibit [removed: 4.2] [added: A] to [added: Exhibit 4.8 to] Carvana Co.'s Current Report on Form 8-K filed with the SEC on [removed: August 16, 2021).](https://www.sec.gov/Archives/edgar/data/1690820/000119312521247745/d216606dex41.htm)] [added: September 1, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex48-cvnaxexchangeofferxin.htm)] | | |

| [removed: [4.15](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex44.htm)] [added: [4.15](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex43.htm)] | | | [Supplemental Indenture, dated as of May 9, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to the [removed: 4.875%] [added: 10.2500%] Senior Notes due [removed: 2029] [added: 2030] (incorporated by reference to Exhibit [removed: 4.4] [added: 4.3] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 10, [removed: 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex44.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex43.htm)] | | |

| [removed: [4.16](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex44-cvnaxexchangeofferxsu.htm)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex45-cvnaxexchangeofferxsu.htm)] | | | [Second Supplemental Indenture dated as of August 30, 2023, with respect to the [removed: 2029] [added: 2030] Senior Unsecured Notes (incorporated by reference to Exhibit [removed: 4.4] [added: 4.5] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on September 1, [removed: 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex44-cvnaxexchangeofferxsu.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex45-cvnaxexchangeofferxsu.htm)] | | |

| [removed: [4.17](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex41.htm)] [added: [4.19](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex48-cvnaxexchangeofferxin.htm)] | | | [removed: [Indenture,] [added: [2031 Secured Notes Indenture] dated as of [removed: May 6, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related] [added: September 1, 2023 with respect] to the [removed: 10.2500%] [added: 2031] Senior [added: Secured] Notes [removed: due 2030] (incorporated by reference to Exhibit [removed: 4.1] [added: 4.8] to Carvana Co.'s Current Report on Form 8-K filed with the SEC on [removed: May 10, 2022)](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex41.htm).] [added: September 1, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex48-cvnaxexchangeofferxin.htm)] | | |

| [removed: [4.18](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex41.htm#exa)] [added: [4.18](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex47-cvnaxexchangeofferxin.htm)] | | | [Form of [removed: 10.2500%] [added: 9.0%/11.0%/13.0% Cash/PIK] Senior [added: Secured] Notes due 2030 (incorporated by reference to Exhibit [removed: 4.2] [added: A] to [added: Exhibit 4.7 to] Carvana Co.'s Current Report on Form 8-K filed with the SEC on [removed: May 10, 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex41.htm#exa)] [added: September 1, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex47-cvnaxexchangeofferxin.htm)] | | |

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex427descriptionofregistra.htm)] [added: [4.21](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex421descriptionofregistra.htm)] | | | [Description of Registrant's Securities, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex427descriptionofregistra.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex421descriptionofregistra.htm)] | | |

| [removed: [10.23*](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_6q32023cvna-amended.htm)] [added: [10.23*](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000134/secondamendedandrestatedif.htm)] | | | [removed: [Amended] [added: [Second Amended] and Restated Inventory Financing and Security Agreement, dated as of [removed: November 1, 2023,] [added: April 29, 2025,] by and among Ally Bank, Ally Financial Inc., and Carvana, LLC (incorporated by reference to Exhibit [removed: 10.6] [added: 10.1] to Carvana Co.'s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed with the SEC on [removed: November 2, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_6q32023cvna-amended.htm)] [added: April 29, 2025).](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000134/secondamendedandrestatedif.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 [removed: Agreement](https://www.sec.gov/Archives/edgar/data/0001690820/000169082025000019/ally-carvanapartaflowxamen.htm)[,] [added: Agreement,] dated [removed: Jan](https://www.sec.gov/Archives/edgar/data/0001690820/000169082025000019/ally-carvanapartaflowxamen.htm)[uary] [added: January] 3, 2025, among Ally [removed: B](https://www.sec.gov/Archives/edgar/data/0001690820/000169082025000019/ally-carvanapartaflowxamen.htm)[ank,] [added: Bank,] Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.1 to [removed: Car](https://www.sec.gov/Archives/edgar/data/0001690820/000169082025000019/ally-carvanapartaflowxamen.htm)[vana] [added: Carvana] 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) | | |

| [removed: [10.31](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex1024.htm)] [added: [10.31](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000134/ally-carvanapartaflowxamen.htm)] | | | [removed: [SilverRock Automotive] [added: [Seventh Amendment to the Second Amended and Restated] Master [removed: Dealer Agreement,] [added: Purchase and Sale Agreement](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000134/ally-carvanapartaflowxamen.htm)[,] dated [removed: December 8, 2016 among SilverRock Automotive, Inc., SilverRock Automotive of Florida,] [added: April 29, 2025](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000134/ally-carvanapartaflowxamen.htm)[,](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000134/ally-carvanapartaflowxamen.htm) [among Ally Bank, Ally Financial] Inc. and [removed: Carvana,] [added: Carvana Auto Receivables 2016-1] LLC (incorporated by reference to Exhibit [removed: 10.24 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000134/ally-carvanapartaflowxamen.htm)[2](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000134/ally-carvanapartaflowxamen.htm) [to] Carvana [removed: Co.’s Registration Statement] [added: Co.'s Current Report] on Form [removed: S-1] [added: 8-K] filed with the SEC [removed: on March 31, 2017).](https://www.sec.gov/Archives/edgar/data/1690820/000119312517106717/d297157dex1024.htm)] [added: o](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000134/ally-carvanapartaflowxamen.htm)[n April 29](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000134/ally-carvanapartaflowxamen.htm)[, 2025).](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000134/ally-carvanapartaflowxamen.htm)] | | |

| [removed: [10.32](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000109/ex105amendmenttomaster.htm)] [added: [10.34](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm)] | | | [removed: [Amendment to the Master Dealer] [added: [Consent and] Agreement, [removed: effective October 1, 2018 among SilverRock Automotive, Inc., SilverRock Automotive] [added: dated as] of [removed: Florida, Inc.,] [added: September 1, 2023, by] and [added: among] Carvana, [removed: LLC] [added: LLC, Ally Bank, and Ally Financial Inc.] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.7] to Carvana [removed: Co.’s] [added: Co,'s] Quarterly Report on Form 10-Q filed with the SEC on November [removed: 7, 2018).](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000109/ex105amendmenttomaster.htm)] [added: 2, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm)] | | |

| [removed: [10.33*](https://www.sec.gov/Archives/edgar/data/1690820/000169082020000265/exhibit101secondamendm.htm)] [added: [10.32](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000353/ex10_18thmpsaamendment.htm)] | | | [removed: [Second Addendum] [added: [Eighth Amendment] to the [added: Second Amended and Restated] Master [removed: Dealer] [added: Purchase and Sale] Agreement, [removed: effective August 31, 2020] [added: dated October 28, 2025,] among [removed: SilverRock Automotive, Inc., SilverRock Automotive of Florida, Inc.,] [added: Ally Bank, Ally Financial Inc.] and [removed: Carvana, LLC (incorporated] [added: Carvana Auto Receivables 2016-1 LLC](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000353/ex10_18thmpsaamendment.htm) [(incorpo](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000353/ex10_18thmpsaamendment.htm)[rated] by reference [removed: to Exhibit] [added: to](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000353/ex10_18thmpsaamendment.htm) [Exhibit] 10.1 [removed: to Carvana] [added: to](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000353/ex10_18thmpsaamendment.htm) [Carvana] Co.'s [removed: Quarterly Report] [added: Quarterly](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000353/ex10_18thmpsaamendment.htm) [Report] on Form 10-Q filed with the SEC [removed: on October] [added: on](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000353/ex10_18thmpsaamendment.htm) [October] 29, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/1690820/000169082020000265/exhibit101secondamendm.htm)] [added: 2025).](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000353/ex10_18thmpsaamendment.htm)] | | |

| [removed: [10.35†](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000101/ex991ecgiiinon-compete.htm)] [added: [10.33†](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000101/ex991ecgiiinon-compete.htm)] | | | [Non-Compete Agreement between Carvana, LLC and Ernest C. Garcia III (incorporated by reference to Exhibit 99.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on November 1, 2018).](https://www.sec.gov/Archives/edgar/data/1690820/000169082018000101/ex991ecgiiinon-compete.htm) | | |

| [removed: [10.37](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm)] [added: [10.35](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000161/ex10_4ardistributionagreem.htm)] | | | [removed: [Consent] [added: [Second Amended] and [added: Restated Distribution] Agreement, dated as of [removed: September 1, 2023,] [added: February 19, 2025,] by and among [removed: Carvana, LLC, Ally Bank,] [added: Carvana Co., Carvana Group, LLC] and [removed: Ally Financial Inc.] [added: Barclays Capital Inc., Citigroup Global Markets Inc., and Virtu Americas LLC as sales agents] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.4] to Carvana Co,'s Quarterly Report on Form 10-Q filed with the SEC on [removed: November 2, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000323/ex10_7q32023cvna-allyxcons.htm)] [added: May 7, 2025).](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000161/ex10_4ardistributionagreem.htm)] | | |

| [removed: [1](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm)[9.1](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm)] [added: [19.1](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm)] | | | [removed: [C](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm)[arvana] [added: [Carvana] Co. Securities Trading [removed: Policy,] [added: Policy](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm) [(incorporated by referen](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm)[ce](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm) [to Ex](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm)[hibit 19.1 t](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm)[o Carvana Co.'s Annual Report on Form 10-K] filed [removed: herewit](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm)[h.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm)] [added: with the SEC on February 19, 2025).](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex191securitiestradingpoli.htm)] | | |

| [removed: [21.1](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex211subsidiariesofthecomp.htm)] [added: [21.1](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex211subsidiariesofthecomp.htm)] | | | [Carvana Co. Subsidiaries, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex211subsidiariesofthecomp.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex211subsidiariesofthecomp.htm)] | | |

| [removed: [23.1](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex231consentofindependentr.htm)] [added: [23.1](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex231consentofindependentr.htm)] | | | [Consent of Grant Thornton, LLP, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex231consentofindependentr.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex231consentofindependentr.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex311q42024.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex311q42025.htm)] | | | [Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex311q42024.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex311q42025.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex312q42024.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex312q42025.htm)] | | | [Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex312q42024.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex312q42025.htm)] | | |

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex321q42024.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex321q42025.htm)] | | | [Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex321q42024.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex321q42025.htm)] | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex322q42024.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex322q42025.htm)] | | | [Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000074/ex322q42024.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1690820/000169082026000009/ex322q42025.htm)] | | |

| Date: | | | February [removed: 19, 2025] [added: 18, 2026] | | | | | | Carvana Co. | | | | | |

| /s/ Ernest C. Garcia, III | | | | | | President, Chief Executive Officer, and Chairman (Principal Executive Officer) | | | | | | February [removed: 19, 2025] [added: 18, 2026] | | |

| /s/ Mark Jenkins | | | | | | Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 19, 2025] [added: 18, 2026] | | |

| /s/ Stephen Palmer | | | | | | Vice President of Accounting and Finance (Principal Accounting Officer) | | | | | | February [removed: 19, 2025] [added: 18, 2026] | | |

| [3.2](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000161/ex3_2certificateofamendment.htm) | | | [Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carvana Co., dated May 5, 2025](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000161/ex3_2certificateofamendment.htm) [(incorporated by reference to](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000161/ex3_2certificateofamendment.htm) [Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC on May 7,](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000161/ex3_2certificateofamendment.htm) [2025.](https://www.sec.gov/Archives/edgar/data/1690820/000169082025000161/ex3_2certificateofamendment.htm) | | |

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| | | | | | | | | | February 18, 2026 | | | | | |

| [4.19](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex43.htm) | | | [Supplemental Indenture, dated as of May 9, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to the 10.2500% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 10, 2022).](https://www.sec.gov/Archives/edgar/data/1690820/000119312522146314/d339237dex43.htm) | | |

| [4.20](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex45-cvnaxexchangeofferxsu.htm) | | | [Second Supplemental Indenture dated as of August 30, 2023, with respect to the 2030 Senior Unsecured Notes (incorporated by reference to Exhibit 4.5 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on September 1, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex45-cvnaxexchangeofferxsu.htm) | | |

| [4.21](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex46-cvnaxexchangeofferxin.htm) | | | [2028 Secured Notes Indenture dated as of September 1, 2023 with respect to the 2028 Senior Secured Notes (incorporated by reference to Exhibit 4.6 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on September 1, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex46-cvnaxexchangeofferxin.htm) | | |

| [4.22](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex46-cvnaxexchangeofferxin.htm) | | | [Form of 9.0%/12.0% Cash/PIK Senior Secured Notes due 2028 (incorporated by reference to Exhibit A to Exhibit 4.6 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on September 1, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex46-cvnaxexchangeofferxin.htm) | | |

| [4.23](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex47-cvnaxexchangeofferxin.htm) | | | [2030 Secured Notes Indenture dated as of September 1, 2023 with respect to the 2030 Senior Secured Notes (incorporated by reference to Exhibit 4.7 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on September 1, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex47-cvnaxexchangeofferxin.htm) | | |

| [4.24](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex47-cvnaxexchangeofferxin.htm) | | | [Form of 9.0%/11.0%/13.0% Cash/PIK Senior Secured Notes due 2030 (incorporated by reference to Exhibit A to Exhibit 4.7 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on September 1, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex47-cvnaxexchangeofferxin.htm) | | |

| [4.25](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex48-cvnaxexchangeofferxin.htm) | | | [2031 Secured Notes Indenture dated as of September 1, 2023 with respect to the 2031 Senior Secured Notes (incorporated by reference to Exhibit 4.8 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on September 1, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex48-cvnaxexchangeofferxin.htm) | | |

| [4.26](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex48-cvnaxexchangeofferxin.htm) | | | [Form of 9.0%/14.0% Cash/PIK Senior Secured Notes due 2031 (incorporated by reference to Exhibit A to Exhibit 4.8 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on September 1, 2023).](https://www.sec.gov/Archives/edgar/data/1690820/000169082023000273/ex48-cvnaxexchangeofferxin.htm) | | |

| [10.34](https://www.sec.gov/Archives/edgar/data/0001690820/000169082021000154/exhibit104_thirdaddendumto.htm) | | | [Third Addendum to the Master Dealer Agreement, effective April 19, 2021, among SilverRock Automotive, Inc., SilverRock Automotive of Florida, Inc., and Carvana, LLC,(incorporated by reference to Exhibit 10.4 to Carvana Co.'s Quarterly Report on Form 10-Q, filed with the SEC on May 6, 2021).](https://www.sec.gov/Archives/edgar/data/0001690820/000169082021000154/exhibit104_thirdaddendumto.htm) | | |

| [10.36](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) | | |

| [10.38](https://www.sec.gov/Archives/edgar/data/1690820/000169082024000272/ex10_1amendedandrestateddi.htm) | | | [Amended and Restated Distribution Agreement, dated as of July 31, 2024, by and among Carvana Co. and Barclays Capital Inc., Citigroup Global Markets Inc., Moelis & Company LLC, and Virtu Americas LLC as sales agents (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC on July 31, 2024).](https://www.sec.gov/Archives/edgar/data/1690820/000169082024000272/ex10_1amendedandrestateddi.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 | | | | | |