A Dark Vector Cognition product

Cover and table of contents

6K characters. Original on sec.gov · Markdown

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to ______

Commission File Number: 001-38073

CARVANA CO.

(Exact name of registrant as specified in its charter)

Delaware81-4549921
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
300 E. Rio Salado ParkwayTempeArizona85281
(Address of principal executive offices)(Zip Code)

(602) 922-9866

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, Par Value $0.001 Per ShareCVNANew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes ☒No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

As of April 27, 2026, the registrant had 143,257,677 shares of Class A common stock outstanding and 76,109,471 shares of Class B common stock outstanding.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Page
PART I.FINANCIAL INFORMATION
Item 1.Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 20251
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 20252
Unaudited Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2026 and 20253
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 20255
Notes to Unaudited Condensed Consolidated Financial Statements6
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations36
Item 3.Quantitative and Qualitative Disclosures about Market Risk53
Item 4.Controls and Procedures53
PART II.OTHER INFORMATION
Item 1.Legal Proceedings54
Item 1A.Risk Factors54
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds54
Item 3.Defaults Upon Senior Securities54
Item 4.Mine Safety Disclosures54
Item 5.Other Information54
Item 6.Exhibits56

PART I. FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS