Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our Class A common stock trades on the NYSE under the ticker symbol "CVNA."

Our Class B common stock is not listed nor traded on any stock exchange.

Holders of Record

We are authorized to issue up to 500 million shares of Class A common stock, up to 125 million shares of Class B common stock and up to 50 million shares of preferred stock. As of February 13, 2026, there were 11 shareholders of record of our Class A common stock. The number of record holders does not include persons who held shares of our Class A common stock in "street name" accounts through brokers, banks, and other financial institutions. As of February 13, 2026, there were 9 shareholders of record of our Class B common stock.

Dividend Policy

We have not declared or paid any cash dividends on our Class A common stock during the fiscal year and do not currently anticipate paying cash dividends in the foreseeable future. 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. Holders of our Class B common stock are not entitled to receive dividends.

Stock Performance Graph

The following graph compares the total shareholder return from December 31, 2020 through December 31, 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 Consumer Discretionary Distribution & Retailing index, assuming an initial investment of $100 on December 31, 2020 and including reinvestment of dividends where applicable. The results presented below are not intended to forecast and are not necessarily indicative of future performance. 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.

Recent Sales of Unregistered Securities

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

During the year ended December 31, 2025, pursuant to the terms of the Exchange Agreement entered into in connection with our initial public offering, certain LLC Unitholders exchanged 4.1 million LLC Units and 3.0 million shares of Class B common stock for 3.3 million shares of Class A common stock. Such shares were issued in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Issuer Purchases of Equity Securities

None.