What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-07-29 compared with 2026-04-29 · 97 added, 61 removed, 460 unchanged (26% of the section changed)

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Over the years, we have leveraged our growing logistics network, which spans 316 metropolitan statistical areas, and our in-house distribution network, servicing over 80% of the U.S.

population as of March 31, 2026, to sell 2.9 million retail vehicles, generating $90.5 billion in total revenue since inception in 2012 through March 31, 2026.

population as of June 30, 2026, to sell 3.1 million retail vehicles, generating $97.9 billion in total revenue since inception in 2012 through June 30, 2026.

• Vehicle Acquisition.

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• 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 70,000 total website units that we offer for sale as of March 31, 2026.

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 77,000 total website units that we offer for sale as of June 30, 2026.

We leverage our patented, automated photo technology to offer an annotated virtual vehicle tour, which includes a 360-degree view of the interior and exterior of the actual vehicle and allows customers to view vehicle imperfections through high-definition photography.

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Customers in certain markets can also pick up their vehicles at one of our patented car vending machines, which are multi-story glass towers that store purchased vehicles, or at other customer-facing locations.

As of March 31, 2026, we estimate that 75% of the U.S.

As of June 30, 2026, we estimate that 75% of the U.S.

population is within 100 miles of an IRC or auction site, which shortens the distance from our inventory pools to our customers to reduce delivery times.

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After purchase, our customer advocates handle post-sale coordination and assistance, including facilitating returns or exchanges under our seven-day return policy.

As of March 31, 2026, customers rated us an average of 4.6 out of 5.0 from over 265,000 surveys on our website since inception, fostering repeat business and a strong referral network.

As of June 30, 2026, customers rated us an average of 4.6 out of 5.0 from over 278,000 surveys on our website since inception, fostering repeat business and a strong referral network.

Retail Vehicle Unit Sales

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

During the three months ended March 31, 2026, the number of vehicles we sold to retail customers increased by 40.0% to 187,393, compared to 133,898 in the three months ended March 31, 2025.

During the three months ended June 30, 2026, the number of vehicles we sold to retail customers increased by 37.7% to 197,325, compared to 143,280 in the three months ended June 30, 2025.

During the six months ended June 30, 2026, the number of vehicles we sold to retail customers increased by 38.8% to 384,718, compared to 277,178 in the six months ended June 30, 2025.

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

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the sale of the retail vehicles, wholesale sales of vehicles we acquire from customers, including sales through our wholesale marketplace, gains on the sales of loans originated to finance the vehicles, and sales of complementary products.

Our largest source of revenue, retail vehicle sales, totaled $4.8 billion and $3.0 billion during the three months ended March 31, 2026 and 2025, respectively.

Our largest source of revenue, retail vehicle sales, totaled $5.5 billion and $3.4 billion during the three months ended June 30, 2026 and 2025, respectively, and $10.3 billion and $6.4 billion during the six months ended June 30, 2026 and 2025, respectively.

We generally expect retail vehicle sales to trend proportionately with retail units sold, absent any material changes in macroeconomic conditions.

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We also include revenue earned from the sale of wholesale marketplace units by non-Carvana sellers through our wholesale marketplace platform, including auction fees and related service revenues, in wholesale sales and revenues.

Wholesale sales and revenues totaled $1.1 billion and $863 million during the three months ended March 31, 2026 and 2025.

Wholesale sales and revenues totaled $1.3 billion and $1.0 billion during the three months ended June 30, 2026 and 2025, respectively, and $2.4 billion and $1.9 billion during the six months ended June 30, 2026 and 2025, respectively.

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

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We generate a gross profit on wholesale marketplace units from the difference between the revenue earned from the sale of wholesale marketplace units through our wholesale marketplace platform less our cost of sales associated with operating the wholesale marketplace platform.

Other sales and revenues, which primarily includes gains on the sales of finance receivables we originate and sales commissions on complementary products such as VSCs, GAP waiver coverage, and auto insurance totaled $526 million and $389 million during the three months ended March 31, 2026 and 2025, respectively.

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 $526 million and $411 million during the three months ended June 30, 2026 and 2025, respectively, and $1.1 billion and $800 million during the six months ended June 30, 2026 and 2025, respectively.

We generally expect other sales and revenues to trend proportionately with retail units sold.

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We continue to work on improving selection and leveraging benefits of scale by increasing production capacity within our infrastructure.

By growing inventory pools across geographies, we are able to put more cars closer to more customers to shorten average delivery times and increase the share of customers with access to same-day or next-day delivery.

We plan to continue expanding production capacity through integrating retail production lines at additional ADESA facilities, increasing staffing at

existing facilities, building new lines at ADESA facilities, and eventually building new greenfield production locations.

By growing inventory pools across geographies, we are able to put more cars closer to more customers to shorten average delivery times and

increase the share of customers with access to same-day or next-day delivery.

We plan to continue expanding production capacity through integrating retail production lines at additional ADESA facilities, increasing staffing at existing facilities, building new lines at ADESA facilities, and eventually building new greenfield production locations.

We expect to experience seasonal and other fluctuations in our quarterly operating results, including as a result of macroeconomic conditions, which may not fully reflect the underlying performance of our business.

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Effects of Geopolitical Events and Tariffs

The global trade environment is uncertain and rapidly evolving.

The global geopolitical and trade environment is uncertain and rapidly evolving.

We are continuing to monitor developments, including the conflict involving Iran, changes in tariff and trade policies, and the potential effects of these events on our industry and the broader economy.

In particular, sustained increases in gasoline prices, including as a result of the conflict in Iran, could further pressure consumer disposable income and reduce their ability to purchase vehicles, while also increasing our transportation and logistics costs.

For the three months ended March 31, 2026, these events did not materially impact our financial or operating results.

In particular, sustained increases in gasoline prices, including as a result of the conflict in Iran, have pressured consumer disposable income and could reduce their ability to purchase vehicles, while also increasing our transportation and logistics costs.

For the three months ended June 30, 2026, these events did not materially impact our financial or operating results.

Investment in Growth

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Our key operating metrics also demonstrate our ability to translate these drivers into retail sales and to monetize these retail sales through a variety of product offerings.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Retail units sold 197,325 143,280 384,718 277,178

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Results of Operations

Three Months Ended March 31,

2026 2025 Change

(dollars in millions, except per unit amounts)

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 Change 2026 2025 Change

(dollars in millions, except per unit amounts) (dollars in millions, except per unit amounts)

Net sales and operating revenues:

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Retail Vehicle Sales

Three months ended March 31, 2026 versus 2025.

Retail vehicle sales increased by $1.8 billion to $4.8 billion during the three months ended March 31, 2026, compared to $3.0 billion during the three months ended March 31, 2025.

The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 187,393 from 133,898 during the three months ended March 31, 2026 and 2025, respectively, and an increase in retail revenue per retail unit sold to $25,764 from $22,256 in the prior year, primarily due to lower retail marketplace units sold as a share of total retail units sold.

Three months ended June 30, 2026 versus 2025.

Retail vehicle sales increased by $2.1 billion to $5.5 billion during the three months ended June 30, 2026, compared to $3.4 billion during the three months ended June 30, 2025.

The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 197,325 from 143,280 during the three months ended June 30, 2026 and 2025, respectively, and an increase in retail revenue per retail unit sold to $27,908 from $23,765 in the prior year, primarily due to lower retail marketplace units sold as a share of total retail units sold and overall appreciation in the retail market.

Six months ended June 30, 2026 versus 2025.

Retail vehicle sales increased by $4.0 billion to $10.3 billion during the six months ended June 30, 2026, compared to $6.4 billion during the six months ended June 30, 2025.

The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 384,718 from 277,178 during the six months ended June 30, 2026 and 2025, respectively, and an increase in retail revenue per retail unit sold to $26,864 from $23,036 in the prior year, primarily due to lower retail marketplace units sold as a share of total retail units sold and overall appreciation in the retail market.

Wholesale Sales and Revenues

Three months ended March 31, 2026 versus 2025.

Wholesale sales and revenues increased by $215 million to $1.1 billion during the three months ended March 31, 2026, compared to $863 million during the three months ended March 31, 2025.

The increase in revenue was primarily due to an increase in the number of wholesale units sold to 83,574 from 63,454 during the three months ended March 31, 2026 and 2025, respectively, driven by an increase in overall vehicle acquisitions compared to the prior year, partially offset by a decrease in wholesale marketplace revenues.

Three months ended June 30, 2026 versus 2025.

Wholesale sales and revenues increased by $319 million to $1.3 billion during the three months ended June 30, 2026, compared to $1.0 billion during the three months ended June 30, 2025.

The increase in revenue was primarily due to an increase in the number of wholesale units sold to 105,052 from 72,770 during the three months ended June 30, 2026 and 2025, respectively, driven by an increase in overall vehicle acquisitions compared to the prior year, partially offset by a decrease in wholesale marketplace revenues.

Six months ended June 30, 2026 Versus 2025.

Wholesale sales and revenues increased by $534 million to $2.4 billion during the six months ended June 30, 2026, compared to $1.9 billion during the six months ended June 30, 2025.

The increase in revenue was primarily due to an increase in the number of wholesale units sold to 188,626 from 136,224 during the six months ended June 30, 2026 and 2025, respectively, driven by an increase in overall vehicle acquisitions compared to the prior year, partially offset by a decrease in wholesale marketplace revenues.

Other Sales and Revenues

Three months ended March 31, 2026 versus 2025.

Other sales and revenues increased by $137 million to $526 million during the three months ended March 31, 2026, compared to $389 million during the three months ended March 31, 2025.

The increase in revenue was primarily due to an increase in gain on loan sales as a result of increased retail units sold and loan sale volume, partially offset by lower loan sale spreads, and to higher VSC conversion rates during the three months ended March 31, 2026.

Three months ended June 30, 2026 versus 2025.

Other sales and revenues increased by $115 million to $526 million during the three months ended June 30, 2026, compared to $411 million during the three months ended June 30, 2025.

The increase in revenue was primarily due to an increase in gain on loan sales as a result of increased retail units sold and loan sale volume, partially offset by lower loan sale spreads, and to higher VSC and GAP conversion rates during the three months ended June 30, 2026.

Six months ended June 30, 2026 Versus 2025.

Other sales and revenues increased by $252 million to $1.1 billion during the six months ended June 30, 2026, compared to $800 million during the six months ended June 30, 2025.

The increase in revenue was primarily due to an increase in gain on loan sales as a result of increased retail units sold and loan sale volume, partially offset by lower loan sale spreads, and to higher VSC and GAP conversion rates during the six months ended June 30, 2026.

Retail Vehicle Gross Profit

Three months ended March 31, 2026 versus 2025.

Retail vehicle gross profit increased by $164 million to $593 million during the three months ended March 31, 2026, compared to $429 million during the three months ended March 31, 2025.

This increase was driven primarily by an increase in the number of retail vehicles sold to 187,393 from 133,898 during the three months ended March 31, 2026 and 2025, respectively, partially offset by a $39 decrease in retail vehicle gross profit per unit.

Three months ended June 30, 2026 versus 2025.

Retail vehicle gross profit increased by $179 million to $700 million during the three months ended June 30, 2026, compared to $521 million during the three months ended June 30, 2025.

This increase was driven primarily by an increase in the number of retail vehicles sold to 197,325 from 143,280 during the three months ended June 30, 2026 and 2025, respectively, partially offset by a $89 decrease in retail vehicle gross profit per unit.

Six months ended June 30, 2026 versus 2025.

Retail vehicle gross profit increased by $343 million to $1.3 billion during the six months ended June 30, 2026, compared to $950 million during the six months ended June 30, 2025.

This increase was driven primarily by an increase in the number of retail vehicles sold to 384,718 from 277,178 during the six months ended June 30, 2026 and 2025, respectively, partially offset by a $66 decrease in retail vehicle gross profit per unit.

Wholesale Gross Profit

Three months ended March 31, 2026 versus 2025.

Wholesale gross profit increased by $41 million to $152 million during the three months ended March 31, 2026, compared to $111 million during the three months ended March 31, 2025.

This increase was primarily driven by an increase in wholesale units sold to 83,574 from 63,454 during the three months ended March 31, 2026 and 2025, respectively, along with an increase in wholesale vehicle gross profit per wholesale unit to $1,328 from $1,009, respectively, partially offset by a decrease in wholesale marketplace gross profit.

The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

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 three months ended March 31, 2026.

Three months ended June 30, 2026 versus 2025.

Wholesale gross profit increased by $26 million to $158 million during the three months ended June 30, 2026, compared to $132 million during the three months ended June 30, 2025.

This increase was primarily driven by an increase in wholesale units sold to 105,052 from 72,770 during the three months ended June 30, 2026 and 2025, respectively, partially offset by a $67 decrease in wholesale vehicle gross profit per wholesale unit and a decrease in wholesale marketplace gross profit.

The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Six months ended June 30, 2026 versus 2025.

Wholesale gross profit increased by $67 million to $310 million during the six months ended June 30, 2026, compared to $243 million during the six months ended June 30, 2025.

This increase was primarily driven by an increase in wholesale units sold to 188,626 from 136,224 for the six months ended June 30, 2026 and 2025, respectively, along with a $106 increase in wholesale vehicle gross profit per wholesale unit and a decrease in wholesale marketplace gross profit.

The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Other Gross Profit

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Components of SG&A

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in millions)

Compensation and benefits (1)

$ 237 $ 201 $ 482 $ 400

Advertising 121 84 239 156

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Logistics (3)

274 212 534 423

Total $ 704 $ 551 $ 1,394 $ 1,086

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

Selling, general and administrative expenses increased by $155 million to $690 million during the three months ended March 31, 2026, compared to $535 million during the three months ended March 31, 2025, primarily due to higher retail units sold which drove increases in employee headcount, advertising, market occupancy, logistics, limited warranty, and title and registration.

Selling, general and administrative expenses increased by $153 million to $704 million during the three months ended June 30, 2026, compared to $551 million during the three months ended June 30, 2025, primarily due to higher retail units sold which drove increases in employee headcount, advertising, market occupancy, logistics, limited warranty, and IT expenses.

Selling, general and administrative expenses increased by $308 million to $1.4 billion during the six months ended June 30, 2026, compared to $1.1 billion during the six months ended June 30, 2025, primarily due to higher retail units sold which drove increases in employee headcount, advertising, market occupancy, logistics, limited warranty, and IT expenses.

Other Operating Expense, Net

Other operating expense, net was less than $1 million during each of the three and six months ended June 30, 2026 and $2 million during each of the three and six months ended June 30, 2025.

Interest Expense, Net

Interest expense, net decreased by $40 million to $99 million during the three months ended March 31, 2026 compared to $139 million during the three months ended March 31, 2025, primarily due to lower interest on the Senior Secured Notes as a result of the repurchases and redemption of the 2028 Senior Secured Notes and the lower cash interest rate on the 2031 Senior Secured Notes.

Interest expense, net decreased by $42 million to $101 million during the three months ended June 30, 2026 compared to $143 million during the three months ended June 30, 2025, and decreased by $82 million to $200 million during the six months ended June 30, 2026, compared to $282 million during the six months ended June 30, 2025, primarily due to lower interest on the Senior Secured Notes as a result of the repurchases and redemption of the 2028 Senior Secured Notes and the lower cash interest rate on the 2031 Senior Secured Notes.

Loss on Debt Extinguishment

There were no debt extinguishments during the three months ended March 31, 2026.

Loss on debt extinguishment was $2 million during the three months ended March 31, 2025 due to the repurchase of $52 million of principal amount of 2028 Senior Secured Notes in the open market for $55 million, which included less than $1 million of accrued interest and pro-rata write-offs of unamortized debt issuance costs and unamortized premium.

There were no debt extinguishments during the three and six months ended June 30, 2026.

Loss on debt extinguishment was zero and $2 million during the three and six months ended June 30, 2025, respectively, due to the repurchase of $52 million

of principal amount of 2028 Senior Secured Notes in the open market for $55 million, which included less than $1 million of accrued interest and pro-rata write-offs of unamortized debt issuance costs and unamortized premium.

Other Expense (Income), Net

Other expense (income), net was expense of $41 million during the three months ended March 31, 2026 and was primarily due to a $42 million decrease in the fair value of Warrants, compared to income of $122 million during the three months ended March 31, 2025 which was primarily due to a $158 million increase in the fair value of Warrants, partially offset by a $40 million TRA expense.

Other expense (income), net was zero during the three months ended June 30, 2026 compared to an expense of $60 million during the three months ended June 30, 2025 which was primarily due to a $35 million decrease in the fair value of the Warrants and a $25 million TRA expense.

Other expense (income), net was an expense of $41 million during the six months ended June 30, 2026 which was primarily due to a $45 million decrease in the fair value of the Warrants, compared to income of $62 million during the six months ended June 30, 2025, which was primarily due to a $123 million increase in the fair value of the Warrants, partially offset by a $65 million TRA expense.

Income Tax Provision

Income tax provision was $36 million and $2 million during the three months ended March 31, 2026 and 2025, respectively.

Effective tax rates were 8.1% and 0.5% during the three months ended March 31, 2026 and 2025, respectively.

Income tax provision was $66 million and zero during the three months ended June 30, 2026 and 2025, respectively, and $102 million and $2 million during the six months ended June 30, 2026 and 2025, respectively.

Effective tax rates were 11.4% and 0.0% during the three months ended June 30, 2026 and 2025, respectively, and 10.0% and 0.3% during the six months ended June 30, 2026 and 2025, respectively.

Our tax provision for interim periods is determined by using an estimated annual effective tax rate based on anticipated blended federal and state income tax rates, adjusted for discrete items arising in that quarter.

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The increase in our effective tax rate was primarily due to the impact of releasing the valuation allowance on our deferred tax assets in the fourth quarter of 2025.

Our effective tax rate for the three months ended March 31, 2026 differed from the expected U.S.

Our effective tax rate for the three and six months ended June 30, 2026 differed from the expected U.S.

federal statutory rate of 21% primarily due to income attributable to non-controlling interests and excess tax benefits related to stock-based compensation.

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SG&A expenses, non-GAAP;

and Total SG&A expenses per retail unit, non-GAAP may not be comparable to similarly titled measures provided by other companies due to potential differences in methods of calculations.

and Total SG&A

expenses per retail unit, non-GAAP may not be comparable to similarly titled measures provided by other companies due to potential differences in methods of calculations.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(dollars in millions, except per unit amounts)

$ 513 $ 308 $ 918 $ 681

Income tax provision 66 — 102 2

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Net income margin

7.0 % 6.4 % 6.6 % 7.5 %

Adjusted EBITDA margin 10.4 % 12.4 % 10.4 % 12.0 %

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Our total liquidity potential is composed of cash and cash equivalents, availability under existing short-term revolving credit facilities, additional capacity under the indentures governing our Senior Secured Notes, and additional unpledged securities that can be financed using traditional asset-based financing.

We had the following total liquidity resources available as of March 31, 2026 and December 31, 2025:

We had the following total liquidity resources available as of June 30, 2026 and December 31, 2025:

2026 December 31,

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

As of March 31, 2026 and December 31, 2025, the short-term revolving facilities had a total commitment of $5.1 billion and $5.0 billion, respectively, an outstanding balance of $79 million and $58 million, respectively, and unused capacity of $5.0 billion and $4.9 billion, respectively.

As of June 30, 2026 and December 31, 2025, the short-term revolving facilities had a total commitment of $5.6 billion and $5.0 billion, respectively, an outstanding balance of $126 million and $58 million, respectively, and unused capacity of $5.5 billion and $4.9 billion, respectively.

Super senior debt capacity and pari passu senior debt capacity represents basket capacity to incur additional debt that could be senior or pari passu in lien priority as to the collateral securing the obligations under the Senior Secured Notes, subject to the

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This has the benefit of reducing interest expense and debt issuance costs and providing flexibility to minimize financing costs over time.

As of each of March 31, 2026 and December 31, 2025, our outstanding principal amount of indebtedness was $5.0 billion.

As of June 30, 2026 and December 31, 2025, our outstanding principal amount of indebtedness was $5.1 billion and $5.0 billion, respectively.

See Note 9 — Debt Instruments included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for a detailed summary of our outstanding debt and further information on our debt.

We maintain several finance receivable sale arrangements to support the monetization of loans we originate.

As of March 31, 2026 and December 31, 2025, we had $3.3 billion and $4.9 billion, respectively, of unused capacity under the Ally MPSA and $9.9 billion and $11.3 billion, respectively, of unused capacity under fixed pool loan purchase agreements with independent third parties.

As of June 30, 2026 and December 31, 2025, we had $1.2 billion and $4.9 billion, respectively, of unused capacity under the Ally MPSA and $8.7 billion and $11.3 billion, respectively, of unused capacity under fixed pool loan purchase agreements with independent third parties.

See Note 7 — Finance Receivable Sale Agreements of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details.

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See Note 8 — Securitizations and Variable Interest Entities of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details regarding our transactions with unconsolidated variable interest entities.

As of March 31, 2026, $461 million of registered aggregate offering price remained available to be sold under the ATM Program.

As of June 30, 2026, $461 million of registered aggregate offering price remained available to be sold under the ATM Program.

See Note 10 — Stockholders' Equity of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details regarding the ATM Program.

There can be no assurance that we will sell further shares of Class A common stock through the ATM Program.

On May 5, 2026, our stockholders approved a five-for-one forward stock split of our Class A common stock and Class B common stock (the “Stock Split”), which was effected on May 8, 2026 through a Certificate of Amendment to our Amended and Restated Certificate of Incorporation.

Stockholders of record as of May 6, 2026 received four additional shares of Class A common stock or Class B common stock, as applicable, for each share held.

In connection with the Stock Split, the number of authorized shares of Class A common stock increased from 500 million to 2.5 billion, and the number of authorized shares of Class B common stock increased from 125 million to 625 million.

The par value of $0.001 per share was not adjusted.

All share and per share data presented in this Quarterly Report on Form 10-Q, including weighted-average shares outstanding, earnings per share, equity-based compensation awards, and LLC unit participation thresholds, have been retroactively adjusted to give effect to the Stock Split for all periods presented.

See Note 2 — Summary of Significant Accounting Policies and Note 10 — Stockholders' Equity for further discussion.

Subject to the restrictions in the indentures governing the Senior Secured and Unsecured Notes, we or our affiliates have and may again, at any time, and from time to time, repurchase or redeem shares of our Class A common stock, our Senior Notes, or any other securities we may issue, from time to time, in open market transactions, privately negotiated transactions, in exchange for property or other securities or otherwise.

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See Note 9 — Debt Instruments of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details.

The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

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

Six Months Ended June 30,

(in millions)

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Our primary uses of cash from operating activities are purchases of inventory, personnel-related expenses, and advertising.

Cash provided by operating activities was $107 million and $232 million during the three months ended March 31, 2026 and 2025, respectively, a decrease in cash provided by operating activities of $125 million, primarily due to an investment in vehicle inventory as we grow retail unit sales and acquire more vehicles from customers, partially offset by an increase in accounts payable and accrued liabilities also driven by the increase in retail unit sales and production during the three months ended March 31, 2026.

Cash provided by operating activities was $345 million and $261 million during the six months ended June 30, 2026 and 2025, respectively, an increase in cash provided by operating activities of $84 million, primarily due to an improvement in operating results, an increase in accounts payable and accrued liabilities driven by the increase in retail unit sales and production, and utilization of deferred tax assets, partially offset by an investment in vehicle inventory as we grow retail unit sales and acquire more vehicles from customers.

Investing Activities

Our primary use of cash for investing activities is purchases of property and equipment.

Cash used in investing activities was $31 million and $35 million during the three months ended March 31, 2026 and 2025, respectively, a decrease in cash used in investing activities of $4 million, and was primarily due to higher principal payments of beneficial interests in securitizations and lower payments made for acquisitions, partially offset by an increase in purchases of property and equipment.

Cash used in investing activities was $83 million and $54 million during the six months ended June 30, 2026 and 2025, respectively, an increase in cash used in investing activities of $29 million, primarily due to an increase in purchases of property and equipment and the acquisition of two franchise dealerships, partially offset by higher principal payments of beneficial interests in securitizations.

Financing Activities

Cash flows from financing activities primarily relate to our short and long-term debt activity, including proceeds from and payments on our short-term revolving facilities.

Cash provided by and used in financing activities was $7 million and $53 million during the three months ended March 31, 2026 and 2025, respectively, an increase of $60 million, primarily due to lower repayments of long-term debt during the three months ended March 31, 2026 due to the repurchase and cancellation of $52 million of principal amount of 2028 Senior Secured Notes in the open market for $55 million during the three months ended March 31, 2025.

Cash provided by and used in financing activities was $52 million and $37 million during the six months ended June 30, 2026 and 2025, respectively, an increase in cash provided by financing activities of $89 million, primarily due to higher borrowings on short-term revolving facilities relative to payments and lower repayments of long-term debt due to the repurchase and cancellation of $52 million of principal amount of 2028 Senior Secured Notes in the open market for $55 million during the six months ended June 30, 2025, partially offset by higher tax withholding payments related to RSUs.

Contractual Obligations and Commitments

As of March 31, 2026, there have been no material changes to the contractual obligations or commitments previously disclosed in our most recent Annual Report on Form 10-K, filed February 18, 2026.

As of June 30, 2026, there have been no material changes to the contractual obligations or commitments previously disclosed in our most recent Annual Report on Form 10-K, filed February 18, 2026.

Fair Value Measurements

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Examples of forward-looking statements include, among others, statements we make regarding:

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

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

• macroeconomic conditions, economic slowdown or recessions;

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Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include, among others, the following:

• risks related to the larger automotive ecosystem, including consumer demand, global supply chain challenges, and other macroeconomic issues, including the effects of tariffs and trade restrictions, the U.S.

government shutdown, and the conflict in Iran;

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

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

• dilution due to issuance of additional Class A common stock, LLC Units, or preferred stock in the future, including as a result of the use of the at-the-market program;

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

2026 Omnibus Incentive Plan;

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

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

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis