Form 8-K

8-K — CARVANA CO.

Accession: 0001690820-26-000066

Filed: 2026-10-28

Period: 2026-10-28

CIK: 0001690820

SIC: 5500 (RETAIL-AUTO DEALERS & GASOLINE STATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — cvna-20261028.htm (Primary)

EX-99.1 (ex99_1q32026.htm)

EX-99.2 (ex99_2q32026.htm)

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8-K

8-K (Primary)

Filename: cvna-20261028.htm · Sequence: 1

cvna-20261028

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2026

CARVANA CO.

(Exact name of registrant as specified in its charter)

Delaware

001-38073

81-4549921

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

300 E. Rio Salado Parkway

Tempe

Arizona

85281

(Address of principal executive offices, including zip code)

(602) 922-9866

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock, Par Value $0.001 Per Share CVNA New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 28, 2026, Carvana Co. (the "Company") announced its financial results for the fiscal quarter ended September 30, 2026 by issuing a letter to its shareholders and a press release. The Company will also be holding a conference call on October 28, 2026 to discuss its financial results for the fiscal quarter ended September 30, 2026. The full text of the Company's letter to its shareholders and press release are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

The information furnished pursuant to Item 2.02 of this Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Letter to Shareholders, dated October 28, 2026.

99.2

Press Release issued by Carvana Co., dated October 28, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Date:

October 28, 2026

CARVANA CO.

By:

/s/ Mark Jenkins

Name:

Mark Jenkins

Title:

Chief Financial Officer

EX-99.1

Filename: ex99_1q32026.htm · Sequence: 2

Document

Exhibit 99.1

Dear Shareholders,

The third quarter was another excellent quarter for Carvana.

It was another big step on our path to selling 3 million cars at 13.5% Adjusted EBITDA margin per year.

Starting with the strides we are making toward 3 million: In the quarter, we sold 217,000 units - our first quarter over 200,000.

That’s up just under 40% from a year ago, and with eight straight quarters of growth in that same range, we are now double the size we were just two years ago.

For context, the industry was once again approximately flat compared to last year. This makes clear that our growth is coming from market share gains as customers continue to migrate to Carvana because of the experience we offer, the selection we provide, and the value we deliver.

We are the fastest-growing automotive retailer for deep, sustainable reasons.

Moving to the margins we are generating: in the third quarter we produced just under $500 million of Net income and $800 million of Adjusted EBITDA resulting in a 6% Net income margin and a 10% Adjusted EBITDA margin. We achieved these results despite a backdrop of rapid increases in both interest rates and fuel prices.

For the 10th quarter in a row, our margins are about 2x that of the industry average. These results reflect a business built differently from the ground up.

We have a business model that benefits from a different supply chain, a different technology stack, and greater vertical integration, creating a fundamentally different customer experience and the economics that come with it.

We are the most profitable automotive retailer for deep, sustainable reasons.

Over the last two years, we have driven up our Net Promoter Score by 9 points and provided our customers with twice as much selection, delivery times that are 2 days faster, lower interest rates on their loans relative to benchmarks, and a continually simplifying process.

The moat is widening.

And we’re nowhere near done improving the machine. We still see opportunity in every step of the customer experience and in every line item of our financial statements.

Our current retail unit run rate puts us at a scale of 870,000 units per year. Excitingly, this is about 2% share of the used market and about 1.5% of the market overall. We have built a powerful machine and we are early in the process of realizing its potential.

Summary of Q3 2026 Results

Q3 2026 Financial Results: All financial comparisons stated below are versus Q3 2025 unless otherwise noted. Complete financial tables appear at the end of this letter.

•Retail units sold totaled 217,385, an increase of 39%

•Revenue totaled $8.040 billion, an increase of 42%

•Total Gross profit was $1.521 billion, an increase of 32%

•Total Gross profit per unit ("GPU") was $6,997, a decrease of $365

•Non-GAAP Total GPU was $7,093, a decrease of $410

•Net income margin was 6.0%, an increase from 4.7%

◦Net income totaled $483 million, an increase of $220 million1

•Adjusted EBITDA margin was 10.0%, a decrease from 11.3%

◦Adjusted EBITDA totaled $800 million, an increase of $163 million

•GAAP Operating margin was 8.9%, a decrease from 9.8%

◦GAAP Operating income was $714 million, an increase of $162 million

•Basic and diluted net earnings per Class A share were $0.40 and $0.39, respectively, based on 721 million and 740 million shares of Class A common stock outstanding, respectively

◦Assuming full conversion of LLC units and other dilutive effects, there would have been 1.127 billion shares of Class A common stock outstanding

1 Net income in Q3 2026 was negatively impacted by $53 million from Loss on debt extinguishment associated with the early redemption of our Senior Secured Notes due 2030. Net income in Q3 2025 was negatively impacted by $120 million associated with changes in the fair value of warrants.

Outlook

Our results through Q3 position us well for a strong finish to 2026. Looking toward the fourth quarter, we expect the following as long as the environment remains stable:

•A sequential increase in retail units sold, and

•Adjusted EBITDA2 in the higher end of our previously communicated range of $2.7 to $3.0 billion for the full year 2026.

A Note on 2027 Reporting

Over the past several years, we have focused our reporting and targets on non-GAAP financial metrics, including Non-GAAP GPU, Non-GAAP SG&A expense, and Adjusted EBITDA, which we believe have provided the clearest illustration of our business performance. As we marched toward industry-leading profitability, these metrics served as useful markers of our progress.

At our current scale and profitability, GAAP profitability metrics, including Operating income and Net income, have become a simpler and clearer framing for our targets and execution. Accordingly, in 2027, we plan to shift our primary reporting focus from our historical Non-GAAP metrics to their GAAP counterparts, including Total GPU and its components, SG&A expense, Operating income, and Net income.

In line with our focus on GAAP metrics, in 2027 we will convert our mid-term goal to selling 3 million retail units annually at a 12.5% Operating margin between 2030 and 2035. We view this margin target as equivalent, on a GAAP basis, to the 13.5% Adjusted EBITDA margin target we introduced in early 2025.

When we simplify our financial metrics in 2027, we will also simplify our approach to outlook. Now that we are solidly in our long-term profitable growth phase, we will align our financial outlook more closely with the mid-term and long-term goals that guide our strategy. Beginning with our Q4 2026 earnings call, we do not plan to provide quarterly or annual financial outlooks. Instead, we will focus our forward-looking communication on our longer-term goals and our progress toward achieving them.

Third Quarter Results

Q3 2026 was another record-setting quarter for Carvana, and again demonstrated the efficiency and scalability of our vertically integrated model. In Q3, we set new company records in retail units sold, revenue, gross profit, GAAP Operating income, and Adjusted EBITDA.

Retail units sold reached a new all-time high of 217,385, increasing 39% year-over-year, while the broader industry was approximately flat. We again paired industry-leading growth with industry-leading profitability, generating Net income margin of 6.0% and Adjusted EBITDA margin of 10.0%.

1 All data points are as of the most recent publicly reported fiscal quarter.

2 In order to clearly demonstrate our progress and highlight the most meaningful drivers within our business, we continue to use forecasted Non-GAAP financial measures, including forecasted Adjusted EBITDA. We have not provided a quantitative reconciliation of forecasted GAAP measures to forecasted Non-GAAP measures within this communication because we are unable, without making unreasonable efforts, to forecast fair value changes or calculate one-time or restructuring expenses. These items could materially affect the computation of forward-looking Net Income (loss). Forecasted results and future objectives may be impacted by factors outside Carvana’s control. See “Forward Looking Statements” herein.

GAAP and Non-GAAP Total GPU decreased by $365 and $410 year-over-year, respectively. The decreases were primarily driven by our decision to give back to customers in the form of lower rates on their loans relative to benchmark rates as well as lower wholesale GPU as we scaled retail units sold faster than wholesale marketplace gross profit, partially offset by higher spreads between retail and wholesale prices.

Our overall results in Q3 were also impacted by elevated fuel prices and rapidly rising benchmark interest rates. In total, we estimate that overall unit economics were negatively impacted by ~$200 per unit from these two factors.

We continue to see significant opportunities to improve efficiency, deliver more value to customers, and grow into our existing infrastructure. These opportunities support continued progress toward our mid-term and long-term goals.

Bigger Machine, Better Machine

Q3 2026 marks our eighth consecutive quarter of approximately 40% retail unit growth. A look back to Q3 2024 underscores our scalability, the benefits of our infrastructure investments, and the durability of our unit economics across a range of macroeconomic and industry conditions.

Over the last 2 years, we have focused on balancing growth, customer experiences, and unit economics. That focus has resulted in doubling the scale of our business since Q3 2024 while also delivering better customer experiences and consistent unit economics, excluding our wholesale marketplace, which does not scale at the same rate as our retail offering.

It is worth noting that the comparison above understates the leverage and fundamental gains achieved over these periods for three reasons:

1.Q3 2024 was positively impacted by ~$250 per unit due to loan sale timing and falling benchmark rates

2.Q3 2026 was negatively impacted by ~$200 per unit due to higher fuel prices and rising benchmark rates

3.We have given back to consumers in multiple ways, including lowering interest rates on customer loans by over 100 basis points relative to benchmark rates.

This combination of growth, better customer experiences, and strong unit economics, all realized in a dynamic environment, reflects the power of our platform and the opportunities we see to keep building on it.

Building the Machine

The foundation of our business is the platform that we developed over the last 14 years: the shared infrastructure, technology, and capabilities that support our customer experience and business economics. This platform continuously evolves to support our business.

Growth strengthens the machine by creating more opportunities to improve and apply these platform capabilities. A stronger machine, in turn, helps us serve more customers, operate more effectively, and support new offerings with less incremental time and investment, which drives further growth.

An example of this is our recent introduction of new vehicles on Carvana.com from our seven Stellantis franchise dealerships. Much of the infrastructure required to bring a new category of vehicles to customers already existed: a nationwide customer base, national merchandising, personalized financing, digital checkout, customer support, fulfillment infrastructure, and title and registration workflows. Rather than create the capabilities necessary to support new car transactions from the ground up, we

applied the capabilities we had already built and refined, significantly reducing the runway, complexity, and investment required to launch this offering, while also enhancing the quality.

This example cements the principle: growth strengthens our machine and a stronger machine enables more growth and opportunity.

Expanding Production Capacity

In Q3, we made continued progress expanding production capacity across our nationwide footprint. In the quarter, we integrated retail production capabilities at two ADESA locations, bringing our total integrated sites to 21. We also began construction on two additional full buildouts at ADESA locations. This brings the total number of full buildout sites currently under construction to three, all of which we expect to begin production in 2027.

Our current footprint gives us fully built out annual capacity for approximately 1.5 million retail units, with real estate to support annual retail production of 3 million retail units.

Looking forward, we will continue investing in our infrastructure ahead of future growth. By building excess reconditioning capacity, we expect to benefit from near-term operational flexibility while laying a clear foundation to support growth over the medium and long term.

Summary

The third quarter was another clear step in our consistent march to hitting our goals.

We are the fastest-growing and most profitable automotive retailer in the country.

We are knocking on the door of becoming the largest.

We have line of sight to our goal of selling 3 million cars per year and achieving 13.5% Adjusted EBITDA margin.

And we are still just 2% of our enormous market.

The march continues,

Ernie Garcia, III, Chairman and CEO

Mark Jenkins, CFO

Appendix I: GPU and SG&A Expense Detail

Year-over-year changes in components of Total GPU and Total SG&A Expense per Unit were driven by the factors outlined below.

Conference Call Details

Carvana will host a conference call today, October 28, 2026, at 5:30 p.m. EST (2:30 p.m. PST) to discuss financial results. To participate in the live call, analysts and investors should dial (833) 255-2830 or (412) 902-6715. A live audio webcast of the conference call along with supplemental financial information will also be accessible on the company's website at investors.carvana.com. Following the webcast, an archived version will also be available on the Investor Relations section of the company’s website. A telephonic replay of the conference call will be available until Wednesday, November 4, 2026, by dialing (855) 669-9658.

Forward Looking Statements

This letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Carvana’s current expectations and projections with respect to, among other things, its financial condition, results of operations, plans, objectives, strategy, future performance, and business. These statements may be preceded by, followed by or include the words "aim," "anticipate," "believe," "can," "could," "estimate," "expect," "forecast," “goal,” "intend," "likely," "may," “opportunity,” "outlook," "plan," “position,” "potential," "project," "projection," "seek," "should," "target," “will,” "would," the negatives thereof and other words and terms of similar meaning.

Forward-looking statements include all statements that are not historical facts, including expectations regarding our future financial performance; our planned changes to financial reporting and outlook practices; scale; customer experiences; forecasted results, including forecasted Adjusted EBITDA and forecasted retail units sold; the composition of and trends in Total GPU, including Retail GPU and Other GPU, and our use of retail pricing and customer-facing interest rate levers; the impact of fuel prices and interest rates; operational and efficiency initiatives and gains; our strategy; potential infrastructure capacity utilization, integration, buildouts, and potential benefits therefrom; efficiency gains and opportunities to improve our results, including opportunities to increase our margins and reduce our expenses, trends or expectations regarding inventory, expected customer patterns and demand; expectations on anticipated timing of increased production output; potential benefits from and expectations regarding new technology, including the use of artificial intelligence; our new vehicle offering; anticipated benefits of integrations, including relating to ADESA; our long-term and mid-term financial goals; unexpected macroeconomic conditions, including geopolitical, trade, and regulatory uncertainty and commodity prices; and growth opportunities. Such forward-looking statements are subject to various risks and uncertainties.

Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Among these factors are risks related to: the larger automotive ecosystem, including consumer demand, global supply chain challenges, and other macroeconomic issues, including the effects of tariffs and other trade restrictions, interest rates, fuel and energy costs, and the conflict in Iran on our business and industry; our ability to effectively manage our rapid growth; changes in prices of new and used vehicles; changes in laws, regulations, and industry practices applicable to the sale, financing, and advertising of new and used vehicles, including recent FTC rulemaking; our ability to utilize our available infrastructure capacity, build out reconditioning facilities, and realize the expected benefits therefrom, including increased margins and lower expenses; the benefits from our initiatives relating to ADESA; our ability to scale up our business; our ability to raise additional capital and our substantial indebtedness; our ability to maintain customer service quality and reputational integrity and enhance our brand; the seasonal and other fluctuations in our quarterly and annual operating results; our relationship with DriveTime and its affiliates; the highly competitive industry in which we participate, which among other consequences, could impact our long-term growth opportunities; our ability to acquire and expeditiously sell desirable inventory; our ability to grow complementary product and service offerings; our use of artificial intelligence technology; and the other risks identified under the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of this date. Carvana does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise.

Use of Non-GAAP Financial Measures

As appropriate, we supplement our results of operations determined in accordance with U.S. generally accepted accounting principles (“GAAP”) with certain non-GAAP financial measurements that are used by management, and which we believe are useful to investors, as supplemental operational measurements to evaluate our financial performance. These measurements should not be considered in isolation or as a substitute for reported GAAP results because they may include or exclude certain items as compared to similar GAAP-based measurements, and such measurements may not be comparable to similarly-titled measurements reported by other companies. Rather, these measurements should be considered as an additional way of viewing aspects of our operations that provide a more complete understanding of our business. We strongly encourage investors to review our consolidated financial statements included in publicly filed reports in their entirety and not rely solely on any one, single financial measurement or communication.

Reconciliations of our non-GAAP measurements to their most directly comparable GAAP-based financial measurements are included at the end of this letter.

Investor Relations Contact Information: Mike McKeever, investors@carvana.com

CARVANA CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except number of shares, which are reflected in thousands, and par values)

September 30, 2026 December 31, 2025

ASSETS

Current assets:

Cash and cash equivalents $ 3,049 $ 2,327

Restricted cash 123 102

Accounts receivable, net 320 245

Finance receivables held for sale, net 896 813

Vehicle inventory 3,456 2,408

Beneficial interests in securitizations 557 486

Other current assets, including $12 and $5, respectively, due from related parties

227 168

Total current assets 8,628 6,549

Property and equipment, net 2,914 2,814

Operating lease right-of-use assets, including $9 and $6, respectively, from leases with related parties

434 443

Intangible assets, net 51 47

Goodwill 12 10

Deferred tax assets 2,905 3,064

Other assets 251 274

Total assets $ 15,195 $ 13,201

LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued liabilities, including $35 and $21, respectively, due to related parties

$ 1,574 $ 1,100

Short-term revolving facilities 71 58

Current portion of long-term debt 283 227

Other current liabilities, including $79 and $31, respectively, due to related parties

202 134

Total current liabilities 2,130 1,519

Long-term debt, excluding current portion 4,874 4,830

Operating lease liabilities, excluding current portion, including $7 and $5, respectively, from leases with related parties

388 406

Tax receivable agreement liability, including $1,645 and $1,721, respectively, due to related parties

2,130 2,228

Other liabilities 20 15

Total liabilities 9,542 8,998

Commitments and contingencies

Stockholders' equity:

Preferred stock, $0.01 par value - 50,000 shares authorized; none issued and outstanding as of each of September 30, 2026 and December 31, 2025

— —

Class A common stock, $0.001 par value - 2,500,000 shares authorized; 721,812 and 711,148 shares issued and outstanding as of September 30, 2026 and December 31, 2025, respectively

1 1

Class B common stock, $0.001 par value - 625,000 shares authorized; 380,547 shares issued and outstanding as of each of September 30, 2026 and December 31, 2025

— —

Additional paid-in capital 3,498 3,449

Accumulated other comprehensive income 13 —

Retained earnings (accumulated deficit) 840 (9)

Total stockholders' equity attributable to Carvana Co. 4,352 3,441

Non-controlling interests 1,301 762

Total stockholders' equity 5,653 4,203

Total liabilities & stockholders' equity $ 15,195 $ 13,201

CARVANA CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In millions, except number of shares, which are reflected in thousands, and per share amounts)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Sales and operating revenues:

Retail vehicle sales, net $ 6,144 $ 3,996 $ 16,479 $ 10,381

Wholesale sales and revenues, including $8, $11, $34 and $28, respectively, from related parties

1,302 1,177 3,723 3,064

Other sales and revenues, including $129, $93, $360 and $248, respectively, from related parties

594 474 1,646 1,274

Net sales and operating revenues 8,040 5,647 21,848 14,719

Cost of sales, including $4, $3, $13 and $10, respectively, to related parties

6,519 4,499 17,672 11,578

Gross profit 1,521 1,148 4,176 3,141

Selling, general and administrative expenses, including $12, $9, $34 and $24, respectively, to related parties

805 595 2,199 1,681

Other operating expense, net 2 1 2 3

Operating income 714 552 1,975 1,457

Interest expense, net 98 125 298 407

Loss on debt extinguishment 53 14 53 16

Other expense, net 11 154 52 92

Net income before income taxes 552 259 1,572 942

Income tax provision (benefit) 69 (4) 171 (2)

Net income 483 263 1,401 944

Net income attributable to non-controlling interests 194 112 552 394

Net income attributable to Carvana Co. $ 289 $ 151 $ 849 $ 550

Net earnings per share of Class A common stock - basic $ 0.40 $ 0.22 $ 1.18 $ 0.81

Net earnings per share of Class A common stock - diluted $ 0.39 $ 0.21 $ 1.15 $ 0.76

Weighted-average shares of Class A common stock outstanding - basic

720,857 696,066 717,456 681,236

Weighted-average shares of Class A common stock outstanding - diluted 739,910 731,374 740,051 720,501

CARVANA CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Net income $ 483 $ 263 $ 1,401 $ 944

Other comprehensive income, net of tax:

Unrealized gain on cash flow hedge, net of tax provision of $4, $0, $4, and $0, respectively

12 — 12 —

Reclassification adjustment for losses on cash flow hedge included in interest expense, net, net of tax benefit of $0, $0, $0, and $0, respectively

1 — 1 —

Total other comprehensive income, net of tax 13 — 13 —

Comprehensive income 496 263 1,414 944

Comprehensive income attributable to non-controlling interests 194 112 552 394

Comprehensive income attributable to Carvana Co. $ 302 $ 151 $ 862 $ 550

CARVANA CO. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in millions)

Nine Months Ended September 30,

2026 2025

Cash Flows from Operating Activities:

Net income $ 1,401 $ 944

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization expense 202 206

Equity-based compensation expense 75 74

Deferred income taxes 157 (2)

Tax receivable agreement expense 2 105

Loss on disposal of property and equipment 1 3

Loss on debt extinguishment 53 16

Payment-in-kind interest expense — 182

Provision for bad debt and valuation allowance 11 12

Amortization of debt issuance costs, premium, and original issue discount 13 6

Unrealized loss (gain) on warrants to acquire common stock 62 (3)

Unrealized gain on beneficial interests in securitizations (12) (8)

Changes in finance receivable related assets:

Originations of finance receivables (14,187) (9,180)

Proceeds from sale of finance receivables, net 14,722 9,583

Gain on loan sales (1,084) (878)

Principal payments received on finance receivables held for sale 201 189

Other changes in assets and liabilities:

Vehicle inventory (1,025) (676)

Accounts receivable (82) (56)

Other assets (67) (44)

Accounts payable and accrued liabilities 475 153

Operating lease right-of-use assets 9 2

Operating lease liabilities (11) (6)

Other liabilities (16) (16)

Net cash provided by operating activities 900 606

Cash Flows from Investing Activities:

Purchases of property and equipment (166) (96)

Proceeds from disposal of property and equipment 2 2

Payments for acquisitions, net of cash acquired (40) (51)

Principal payments received on and proceeds from sale of beneficial interests 75 45

Net cash used in investing activities (129) (100)

Cash Flows from Financing Activities:

Proceeds from short-term revolving facilities 3,956 3,064

Payments on short-term revolving facilities (3,943) (3,058)

Proceeds from issuance of long-term debt 1,841 128

Payments on long-term debt (1,774) (696)

Payments of debt issuance costs (20) (15)

Payments of tax made on behalf of non-controlling members (4) (4)

Net proceeds from issuance of Class A common stock — 536

Tax receivable agreement payments (37) (17)

Proceeds from equity-based compensation plans 5 38

Tax withholdings related to RSUs (52) (21)

Net cash used in financing activities (28) (45)

Net increase in cash, cash equivalents and restricted cash 743 461

Cash, cash equivalents, and restricted cash at beginning of period 2,429 1,760

Cash, cash equivalents, and restricted cash at end of period $ 3,172 $ 2,221

CARVANA CO. AND SUBSIDIARIES

OUTSTANDING SHARES AND LLC UNITS

(Unaudited)

The following table presents potentially dilutive securities, as of the end of the period, excluded from the computations of diluted net earnings per share of Class A common stock for the three and nine months ended September 30, 2026 and 2025:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

(in thousands)

Stock Options (1)

— — — 458

Restricted Stock Units (1)

784 4 796 24

Class A Units (2)

380,647 383,683 380,674 391,493

Class B Units (2)

6,484 6,683 6,488 7,098

(1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive.

(2) Represents the weighted-average as-converted LLC units that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive.

CARVANA CO. AND SUBSIDIARIES

RESULTS OF OPERATIONS

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 Change 2026 2025 Change

(dollars in millions, except per unit amounts)

Net sales and operating revenues:

Retail vehicle sales, net $ 6,144 $ 3,996 53.8 % $ 16,479 $ 10,381 58.7 %

Wholesale sales and revenues (1)

1,302 1,177 10.6 % 3,723 3,064 21.5 %

Other sales and revenues (2)

594 474 25.3 % 1,646 1,274 29.2 %

Total net sales and operating revenues $ 8,040 $ 5,647 42.4 % $ 21,848 $ 14,719 48.4 %

Gross profit:

Retail vehicle gross profit

$ 773 $ 539 43.4 % $ 2,066 $ 1,489 38.8 %

Wholesale gross profit (1)

154 135 14.1 % 464 378 22.8 %

Other gross profit (2)

594 474 25.3 % 1,646 1,274 29.2 %

Total gross profit $ 1,521 $ 1,148 32.5 % $ 4,176 $ 3,141 33.0 %

Unit sales information:

Retail vehicle unit sales 217,385 155,941 39.4 % 602,103 433,119 39.0 %

Wholesale vehicle unit sales 111,119 80,369 38.3 % 299,745 216,593 38.4 %

Per unit revenue:

Retail vehicles $ 28,263 $ 25,625 10.3 % $ 27,369 $ 23,968 14.2 %

Wholesale vehicles (3)

$ 9,854 $ 11,721 (15.9) % $ 10,262 $ 10,850 (5.4) %

Per retail unit gross profit:

Retail vehicle gross profit

$ 3,556 $ 3,456 2.9 % $ 3,431 $ 3,438 (0.2) %

Wholesale gross profit 708 866 (18.2) % 771 873 (11.7) %

Other gross profit 2,733 3,040 (10.1) % 2,734 2,941 (7.0) %

Total gross profit $ 6,997 $ 7,362 (5.0) % $ 6,936 $ 7,252 (4.4) %

Per wholesale unit gross profit:

Wholesale vehicle gross profit (4)

$ 963 $ 1,033 (6.8) % $ 1,084 $ 1,043 3.9 %

(1) Includes $8, $11, $34 and $28, respectively, of wholesale sales and revenues from related parties.

(2) Includes $129, $93, $360 and $248, respectively, of other sales and revenues from related parties.

(3) Excludes wholesale marketplace revenues and wholesale marketplace units transacted.

(4) Excludes wholesale marketplace gross profit and wholesale marketplace units transacted.

CARVANA CO. AND SUBSIDIARIES

COMPONENTS OF SG&A

(Unaudited)

Three Months Ended

September 30,

2025 December 31,

2025 March 31,

2026 June 30,

2026 September 30,

2026

(in millions)

Compensation and benefits (1)

$ 209 $ 221 $ 245 $ 237 $ 255

Advertising 102 105 118 121 152

Market occupancy (2)

17 19 19 18 18

Logistics (3)

43 44 48 54 68

Other (4)

224 238 260 274 312

Total $ 595 $ 627 $ 690 $ 704 $ 805

(1) Compensation and benefits includes all payroll and related costs, including benefits, payroll taxes, and equity-based compensation, except those related to preparing vehicles for sale, which are included in cost of sales, and those related to the development of software products for internal use, which are capitalized to software and depreciated over the estimated useful lives of the related assets.

(2) Market occupancy costs include occupancy costs of our vending machine and hubs. It excludes occupancy costs related to reconditioning vehicles which are included in cost of sales and the portion related to corporate occupancy which are included in other costs.

(3) Logistics includes fuel, maintenance and depreciation related to operating our own transportation fleet, and third-party transportation fees, except the portion related to inbound transportation, which is included in cost of sales.

(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.

CARVANA CO. AND SUBSIDIARIES

LIQUIDITY RESOURCES

(Unaudited)

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

September 30,

2026 December 31,

2025

(in millions)

Cash and cash equivalents $ 3,049 $ 2,327

Availability under short-term revolving facilities (1)

2,071 2,052

Committed liquidity resources available $ 5,120 $ 4,379

Super senior debt capacity (2)

1,500 1,500

Pari passu senior debt capacity (2)

750 750

Unpledged beneficial interests in securitizations (3)

133 110

Total liquidity resources (4)

$ 7,503 $ 6,739

(1)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.

(2)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 to the collateral securing the obligations under the Senior Secured Notes and the Term Loan B, subject to the terms and conditions set forth in the indentures governing the Senior Secured Notes and the credit agreement governing the Term Loan B. The availability of such additional sources depends on many factors and there can be no assurance that financing alternatives will be available to us in the future.

(3)Unpledged beneficial interests in securitizations includes retained beneficial interests in securitizations that have not been previously pledged or sold. We historically have financed the majority of our retained beneficial interests in securitizations and expect to continue to do so in the future.

(4)We consider our total liquidity resources as an input into our planning. 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 the credit agreement governing our Term Loan B, and additional unpledged securities that can be financed using traditional asset-based financing.

CARVANA CO. AND SUBSIDIARIES

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(Unaudited)

Adjusted EBITDA; Adjusted EBITDA margin; Gross profit, non-GAAP; Retail gross profit, non-GAAP; Wholesale gross profit, non-GAAP; Other gross profit, non-GAAP; Total gross profit per retail unit, non-GAAP; Retail gross profit per retail unit, non-GAAP; Wholesale gross profit per retail unit, non-GAAP; Other gross profit per retail unit, non-GAAP; SG&A expenses, non-GAAP; and Total SG&A expenses per retail unit, non-GAAP

The above measures are supplemental measures of operating performance that do not represent and should not be considered an alternative to net income, gross profit, or SG&A expenses, as determined by GAAP.

Adjusted EBITDA is defined as net income plus income tax provision (benefit), interest expense, net, other operating expense, net, other expense, net, depreciation and amortization expense in cost of sales and SG&A expenses, share-based compensation expense in cost of sales and SG&A expenses, and loss on debt extinguishment, minus revenue related to our Warrants. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of total revenues. Adjusted EBITDA per unit is defined as Adjusted EBITDA divided by retail vehicle unit sales.

Gross profit, non-GAAP, Retail gross profit, non-GAAP, Wholesale gross profit, non-GAAP, and Other gross profit, non-GAAP are defined as the respective GAAP gross profits plus depreciation and amortization expense in cost of sales and share-based compensation expense in cost of sales, minus revenue related to our Warrants. Total gross profit per retail unit, non-GAAP, Retail gross profit per retail unit, non-GAAP, Wholesale gross profit per retail unit, non-GAAP, and Other gross profit per retail unit, non-GAAP are the respective gross profits, non-GAAP divided by retail vehicle unit sales.

SG&A expenses, non-GAAP is defined as GAAP SG&A expenses minus depreciation and amortization expense in SG&A expenses and share-based compensation expense in SG&A expenses. Total SG&A expenses per retail unit, non-GAAP is SG&A expenses, non-GAAP divided by retail vehicle unit sales.

We use these non-GAAP measures to measure the operating performance of our business as a whole and relative to our total revenues and retail vehicle unit sales. We believe that these metrics are useful measures to us and to our investors because they exclude certain financial, capital structure, and non-cash items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations, in part because they may vary widely across time and within our industry independent of the performance of our core operations. We believe that excluding these items enables us to more effectively evaluate our performance period-over-period and relative to our competitors. These non-GAAP measures 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, Retail gross profit, non-GAAP to retail gross profit, Wholesale gross profit, non-GAAP to wholesale gross profit, Other gross profit, non-GAAP to other 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, Retail gross profit per retail unit, non-GAAP, Wholesale gross profit per retail unit, non-GAAP, Other gross profit per retail unit, non-GAAP, and Total SG&A expenses per retail unit, non-GAAP is as follows:

Three Months Ended September 30,

(dollars in millions, except per unit amounts)

2024 2025 2026

Net income $ 148 $ 263 $ 483

Income tax provision (benefit) (1) (4) 69

Interest expense, net 157 125 98

Other expense, net 29 154 11

Loss on debt extinguishment 4 14 53

Operating income $ 337 $ 552 $ 714

Other operating expense, net 1 1 2

Depreciation and amortization expense in cost of sales 33 27 25

Depreciation and amortization expense in SG&A expenses 40 38 39

Share-based compensation expense in cost of sales 1 — 1

Share-based compensation expense in SG&A expenses 23 24 24

Warrant revenue (6) (5) (5)

Adjusted EBITDA $ 429 $ 637 $ 800

Retail vehicle unit sales 108,651 155,941 217,385

Net income per unit $ 1,362 $ 1,687 $ 2,222

Adjusted EBITDA per unit $ 3,948 $ 4,085 $ 3,680

Total revenues $ 5,647 $ 8,040

Net income margin 4.7 % 6.0 %

Adjusted EBITDA margin 11.3 % 10.0 %

Gross profit $ 1,148 $ 1,521

Depreciation and amortization expense in cost of sales 27 25

Share-based compensation expense in cost of sales — 1

Warrant revenue (5) (5)

Gross profit, non-GAAP $ 1,170 $ 1,542

Retail vehicle unit sales 155,941 217,385

Total gross profit per retail unit $ 7,362 $ 6,997

Total gross profit per retail unit, non-GAAP $ 7,503 $ 7,093

SG&A expenses $ 595 $ 805

Depreciation and amortization expense in SG&A expenses 38 39

Share-based compensation expense in SG&A expenses 24 24

SG&A expenses, non-GAAP $ 533 $ 742

Retail vehicle unit sales 155,941 217,385

Total SG&A expenses per retail unit $ 3,816 $ 3,703

Total SG&A expenses per retail unit, non-GAAP $ 3,418 $ 3,413

Three Months Ended September 30,

(dollars in millions, except per unit amounts) 2025 2026

Retail gross profit $ 539 $ 773

Depreciation and amortization expense in cost of sales 13 14

Share-based compensation expense in cost of sales — 1

Retail gross profit, non-GAAP $ 552 $ 788

Retail vehicle unit sales 155,941 217,385

Retail gross profit per retail unit $ 3,456 $ 3,556

Retail gross profit per retail unit, non-GAAP $ 3,540 $ 3,625

Wholesale gross profit

$ 135 $ 154

Depreciation and amortization expense in cost of sales 14 11

Wholesale gross profit, non-GAAP

$ 149 $ 165

Retail vehicle unit sales 155,941 217,385

Wholesale gross profit per retail unit

$ 866 $ 708

Wholesale gross profit per retail unit, non-GAAP

$ 955 $ 759

Other gross profit $ 474 $ 594

Warrant revenue (5) (5)

Other gross profit, non-GAAP $ 469 $ 589

Retail vehicle unit sales 155,941 217,385

Other gross profit per retail unit $ 3,040 $ 2,733

Other gross profit per retail unit, non-GAAP $ 3,008 $ 2,709

EX-99.2

Filename: ex99_2q32026.htm · Sequence: 3

Document

Exhibit 99.2

Carvana Announces Record Third Quarter 2026 Results

Record 217k retail units drive industry-leading 39% YoY growth

Record $8.04 Billion Revenue, up 42% YoY

Industry-leading Net Income of $483 Million, up $220 Million YoY

Record Adjusted EBITDA of $800 Million, up $163 Million YoY

Expects a sequential increase in retail units sold in Q4 and Adjusted EBITDA1 in the higher end of previously communicated $2.7 - $3.0 Billion range for full year 2026

PHOENIX – (October 28, 2026) – Carvana (NYSE: CVNA), the leading e-commerce platform for buying and selling cars, today announced financial results for the quarter ended September 30, 2026. Carvana’s complete third quarter 2026 financial results and management commentary are available in the company’s shareholder letter on the quarterly results page of its Investor Relations website.

"In the last two years, we have doubled the number of customers we serve while continuing to lead the industry in unit economics and giving value back to our customers by offering twice the selection, faster deliveries, and lower interest rates on their loans," said Ernie Garcia, Carvana founder and CEO. "We are just beginning to realize the potential of the machine we are building."

Q3 2026 Highlights

In Q3 2026, Carvana sold 217,385 retail units (+39% YoY) for total revenue of $8.040 billion (+42% YoY), both all-time quarterly records. This growth was paired with industry-leading profitability, including:

•Net Income of $483 million and Net income margin of 6.0%

•Record Adjusted EBITDA of $800 million and Adjusted EBITDA margin of 10.0%

•Record GAAP Operating Income of $714 million and GAAP Operating margin of 8.9%

Outlook

Carvana's results through Q3 position the company well for a strong finish to 2026. Looking toward the fourth quarter, Carvana expects the following as long as the environment remains stable:

•A sequential increase in retail units sold, and

•Adjusted EBITDA1 in the higher end of our previously communicated range of $2.7 to $3.0 billion for the full year 2026.

1 In order to clearly demonstrate our progress and highlight the most meaningful drivers within our business, we continue to use forecasted Non-GAAP financial measures, including forecasted Adjusted EBITDA. We have not provided a quantitative reconciliation of forecasted GAAP measures to forecasted Non-GAAP measures within this communication because we are unable, without making unreasonable efforts, to forecast fair value changes or calculate one-time or restructuring expenses. These items could materially affect the computation of forward-looking Net Income (loss). Forecasted results and future objectives may be impacted by factors outside Carvana’s control. See “Forward Looking Statements” herein.

Conference Call Details

Carvana will host a conference call today, October 28, 2026, at 5:30 p.m. ET (2:30 p.m. PT) to discuss financial results. To participate in the live call, analysts and investors should dial (833) 255-2830 or (412) 902-6715. A live audio webcast of the conference call along with supplemental financial information will also be accessible on the company's website at investors.carvana.com. Following the webcast, an archived version will also be available on the Investor Relations section of the company’s website. A telephonic replay of the conference call will be available until November 4, 2026, by dialing (855) 669-9658 or (412) 317-0088 and entering 2626117.

Forward Looking Statements

This letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Carvana’s current expectations and projections with respect to, among other things, its financial condition, results of operations, plans, objectives, strategy, future performance, and business. These statements may be preceded by, followed by or include the words "aim," "anticipate," "believe," "can," "could," "estimate," "expect," "forecast," "goal," "intend," "likely," "may," "opportunity," "outlook," "plan," "position," "potential," "project," "projection," "seek," "should," "target," "will," "would," the negatives thereof and other words and terms of similar meaning.

Use of Non-GAAP Financial Measures

To supplement the consolidated financial measures, which are prepared and presented in accordance with GAAP, we also refer to the following non-GAAP measures in this press release: Adjusted EBITDA and Adjusted EBITDA Margin.

Adjusted EBITDA is defined as net income plus (minus) income tax provision (benefit), interest expense, net, other operating expense, net, other expense, net, depreciation and amortization expense in cost of sales and SG&A expenses, share-based compensation expense in cost of sales and SG&A expenses, and loss on debt extinguishment, minus revenue related to our Warrants. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of total revenues.

We believe that these metrics are useful measures to us and to our investors because they exclude certain financial, capital structure, and non-cash items that we do not believe directly reflect our core operations and may not be indicative of our

recurring operations, in part because they may vary widely across time and within our industry independent of the performance of our core operations. We believe that excluding these items enables us to more effectively evaluate our performance period-over-period and relative to our competitors.

Three Months Ended September 30,

(dollars in millions)

2025 2026

Net income $ 263 $ 483

Income tax provision (benefit) (4) 69

Interest expense, net 125 98

Other expense, net 154 11

Loss on debt extinguishment 14 53

Operating income $ 552 $ 714

Other operating expense, net 1 2

Depreciation and amortization expense in cost of sales 27 25

Depreciation and amortization expense in SG&A expenses 38 39

Share-based compensation expense in cost of sales — 1

Share-based compensation expense in SG&A expenses 24 24

Warrant revenue (5) (5)

Adjusted EBITDA $ 637 $ 800

Total revenues $ 5,647 $ 8,040

Net income margin

4.7 % 6.0 %

Adjusted EBITDA margin 11.3 % 10.0 %

About Carvana (NYSE: CVNA)

Carvana’s mission is to change the way people buy and sell cars. Since launching in 2013, more than 4 million customers have chosen Carvana's leading automotive e-commerce experience to shop, sell, finance, and trade in vehicles entirely online, with the convenience of delivery or local pickup as soon as the same day. Carvana's unique offering is powered by its passionate team, differentiated national infrastructure, and purpose-built technology.

For more information, please visit Carvana.com.

Investors:

Carvana

Mike McKeever

investors@carvana.com

Media:

Carvana

press@carvana.com

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