Item 5. Other Information
ITEM 5. OTHER INFORMATION
Ally Master Purchase and Sale Agreement
On July 27, 2026, we amended our Ally Master Purchase and Sale Agreement to, among other things, increase the commitment by Ally to purchase up to $8.0 billion of principal balances of finance receivables between July 27, 2026 and July 26, 2027 on substantially similar terms as the preceding Ally MPSA. A copy of the amendment to the Ally MPSA is included herewith as Exhibit 10.10 and is incorporated by reference herein.
Rule 10b5-1 Trading Plan Elections
On June 15, 2026 , Gregory Sullivan , a member of the Company's board of directors , 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. Sullivan's 10b5-1 Plan provides for the potential sale of up to 142,140 shares of Class A common stock, including shares obtained from the exercise of vested stock options, between the first potential sale date of September 14, 2026 and the expiration of the 10b5-1 Plan on April 20, 2027 .
Also on June 15, 2026 , Thomas Taira , the Company's President of Special Projects , modified his previously disclosed 10b5-1 Plan, entered into on July 31, 2025. Mr. Taira's amended 10b5-1 Plan provides for the potential sale of up to 200,000
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shares of Class A common stock obtained from the exercise of vested stock options, as well as 100% of any net shares of Class A common stock received, after tax withholding, in connection with certain previously awarded RSUs that vest between July 1, 2026 and December 1, 2027, representing approximately 127,270 RSUs before tax withholding. The sales under Mr. Taira's 10b5-1 Plan may take place between the first potential sale date of September 14, 2026 and the expiration of the 10b5-1 Plan on December 31, 2027 .
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ITEM 6. EXHIBITS
Exhibit No. Description
3.1
Amended and Restated Certificate of Incorporation of Carvana Co., dated April 27, 2017 (incorporated by reference to Exhibit 3.1 to Carvana Co.’s Current Report on Form 8-K filed with the SEC on May 3, 2017).
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carvana Co., dated May 5, 2025 (incorporated by reference to Exhibit 3.2 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025).
3. 3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carvana Co., dated May 5, 2026 (incorporated by reference to Exhibit 3.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 6, 2026).
3.4
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).
10.1
Carvana Co. 2026 Omnibus Incen tive Plan (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 6, 202 6).
10.2
Form of Restricted Stock Unit Award Agreement, filed herewith.
10.3
Form of Performance Restricted Stock Unit Award Agreement, filed herewith.
10.4
Form of Nonqualified Stock Option Award Agreement, filed herewith.
10.5
Form of Incentive Stock Option Award Agreement, filed herewith.
10.6
Form of Restricted Stock Award Agreement, filed herewith.
10.7
Form of Stock Appreciation Rights Award Agreement, filed herewith.
10.8
Form of Cash-Based Award Agreement, filed herewith.
10.9
Third Amended and Restated Master Purchase and Sale Agreement, dated December 29, 2025, among Ally Bank, Ally Financial Inc., and Carvana Auto Receivables 2016-1 LLC, filed herewith.
10.10
First Amendment to Third Amended and Restated Master Purchase and Sale Agreement, dated July 27 , 2026, among Ally Bank, Ally Financial Inc., and Carvana Auto Receivables 2016-1 LLC, filed herewith.
31.1
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), filed herewith.
31.2
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), filed herewith.
32.1
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, furnished herewith.
32.2
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, furnished herewith.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: July 29, 2026 Carvana Co.
(Registrant)
By: /s/ Mark Jenkins
Mark Jenkins
Chief Financial Officer
(On behalf of the Registrant and as Principal Financial Officer)
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