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0001690820false00016908202025-10-292025-10-29

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 29, 2025

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 29, 2025, Carvana Co. (the "Company") announced its financial results for the fiscal quarter ended September 30, 2025 by issuing a letter to its shareholders and a press release. The Company will also be holding a conference call on October 29, 2025 to discuss its financial results for the fiscal quarter ended September 30, 2025. 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
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 29, 2025
CARVANA CO.
By:
/s/ Mark Jenkins
Name:
Mark Jenkins
Title:
Chief Financial Officer


EX-99.1 2 ex99_1q32025.htm EX-99.1 Document

Exhibit 99.1
Dear Shareholders,
The third quarter was another exceptional quarter for Carvana.
We were once again the most profitable and fastest growing automotive retailer. And once again by significant margins.
Our Net income margin was 4.7%. This is more than 2x the industry average in the quarter.
Our Operating income and Adjusted EBITDA margins were 9.8% and 11.3%, both about 2.5x the industry average in the quarter.
In the quarter we grew units 44% year-over-year. This compares to the public dealer average in the quarter of approximately zero growth.
Not only is this growth happening at the same time we are producing margins higher than have ever been reported by any other automotive retailer, but it is also happening at a very significant scale.
This quarter we crossed over $20 billion annual revenue run rate for the first time, with revenue growth at 55%.
Excitingly, we are achieving these results while we still have many areas of opportunity across the business.
We still have fundamental gain opportunities in every revenue and cost line item with plans to systematically unlock them.
We still have significant fixed cost leverage opportunities that we expect to achieve consistently over time as we grow.
We are still investing in foundational capabilities that strengthen, differentiate, and further vertically integrate our business, deepening our competitive moats.
We still have significant capacity for growth and positive feedback that we are investing in and unlocking now. We currently have inspection and reconditioning real estate capacity for our current goal of selling 3 million retail units annually and, by year end, we will have fully built out capacity for over 1.5 million retail units or 2.5x our current quarterly run rate.
We are still adding inventory pools which reduces logistics costs and puts cars closer to more customers speeding up delivery times. We have now added production capabilities to 15 ADESA locations with plans to continue opening these centers at a similar pace over the next year.
We are still small compared to our opportunity - just about 1.5% of the U.S. used car market and 1% of the total U.S. car market.
We still compete in a highly fragmented market with a highly differentiated and difficult to replicate offering.
We are still delivering the best experiences available to customers when buying or selling a car.
And we are still relentlessly marching down the path to hitting our goal of selling 3 million cars per year at a 13.5% Adjusted EBITDA margin within 5 to 10 years.

Summary of Q3 2025 Results
Q3 2025 Financial Results: All financial comparisons stated below are versus Q3 2024 unless otherwise noted. Complete financial tables appear at the end of this letter.
•Retail units sold totaled 155,941, an increase of 44%
•Revenue totaled $5.647 billion, an increase of 55%
•Total Gross profit was $1.148 billion, an increase of 42%
•Net income margin was 4.7%1, an increase from 4.0%
◦Net income totaled $263 million1, an increase of $115 million
•Adjusted EBITDA margin was 11.3%, a decrease from 11.7%2
◦Adjusted EBITDA totaled $637 million, an increase of $208 million
•GAAP Operating income was $552 million, an increase of $215 million
•Basic and diluted net earnings per Class A share were $1.08 and $1.03, respectively, based on 139 million and 146 million shares of Class A common stock outstanding, respectively
◦Assuming full conversion of LLC units and other dilutive effects, there would have been 224 million shares of Class A common stock outstanding

1 Net income in Q3 2025 included a negative $120 million (2.1% margin) impact from the decline in the fair value of our Root warrants.
2 Adjusted EBITDA margin in Q3 2024 benefitted from a 0.7% positive impact due to the volume of loans sold within the quarter and changes in benchmark interest rates between loan origination and sale.
1


Outlook
Our results through Q3 position us well for a strong finish to 2025. Looking toward the fourth quarter, we expect the following as long as the environment remains stable:
•Retail units sold above 150,000, and
•Adjusted EBITDA at or above the high end of our previously communicated range of $2.0 to $2.2 billion for the full year 20253.

Third Quarter Results
Q3 2025 marked another quarter that highlighted the power of Carvana's vertically-integrated business model, delivering record performance across numerous key metrics. Retail units sold reached a new company record of 155,941, up 44% year-over-year.
Revenue totaled $5.647 billion, an increase of 55% year-over-year. Revenue growth in Q3 2025 exceeded retail units sold growth primarily due to higher average selling prices and the impact of traditional gross revenue treatment for certain vehicles acquired from a large retail marketplace partner.
Alongside industry-leading growth, our results in Q3 also demonstrate further improvements to profitability. Net income was $263 million, a 78% increase year-over-year1. GAAP operating income was $552 million, an increase of 64% year-over-year, and a new company record. Adjusted EBITDA was $637 million, an increase of 48% year-over-year, and also a new company record.
Net income margin expanded to 4.7%, an increase of 0.7 points year-over-year, and GAAP operating margin increased to 9.8%, an increase of 0.6 points year-over-year. Adjusted EBITDA margin was 11.3%, declining 0.4 points year-over-year4, primarily reflecting higher revenue per unit, as described above.
picture1-unitgrowthadjebit.jpg
1 All data points are as of Q3 2025 or most recently reported fiscal quarter.
Q3 2025 results underscore the earnings power of our model as we delivered record volume, further operating leverage, and industry-leading profitability. We remain focused on disciplined execution and profitably scaling our platform as we continue to make progress toward our goal of selling 3 million retail units per year at an Adjusted EBITDA margin of 13.5% within 5 to 10 years.









3 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. Forecasted results and future objectives may be impacted by factors outside Carvana's control. See "Forward Looking Statements" herein.
4 Adjusted EBITDA margin in Q3 2024 benefitted from a 0.7% positive impact due to the volume of loans sold within the quarter and changes in benchmark interest rates between loan origination and sale.
2


Update on ADESA Integrations and Digital Auction Expansion
Throughout Q3, we continued to expand the number of locations where we can produce retail inventory by integrating 3 more ADESA locations. This brings our total number of ADESA integrations to 15 and our total number of retail inventory pools to 33.
We have real estate to support annual retail production of 3 million units and, by the end of 2025, we expect to have fully built out annual retail production capacity of over 1.5 million across our Carvana and integrated ADESA production locations. In 2026, we expect to continue to integrate ADESA locations at a similar rate as in 2025 and begin construction on full build outs at select ADESA locations throughout the year.
picture2-annualretailprodua.jpg
While this capacity is well in excess of our current annual sales run rate, we believe it’s valuable to continue to invest in building capacity well ahead of future growth. A broader network makes future growth easier by leveraging more locations, having more cars closer to more customers, and allowing us to distribute inventory efficiently across the country.

picture2-cumulativeadesain.jpg
After the ADESA acquisition we had two types of large industrial facilities: Carvana IRCs and ADESA wholesale auctions. As we integrate these sites, we combine retail and wholesale capabilities within single sites. In order to support retail sales, a site must have reconditioning capabilities. In order to support wholesale disposition, a site must have auction capabilities. Over time, we are making sites across our network more powerful by adding reconditioning capabilities to ADESA sites and adding wholesale auction capabilities to Carvana IRCs with ADESA Clear.
One useful way to think about this evolving footprint is to look at the number of sites that are optimized for retail disposition, wholesale disposition, and for both over time.
picture3-carvanaadesasitec.jpg
3


By adding wholesale and retail capabilities to more locations, we become a better buyer of cars from both our customers and commercial partners.

Strengthening Our Platform and Customer Experiences
Our vertically-integrated model unlocks many structural advantages. One of the many benefits of fully owned operations tied to a proprietary technology stack is that it creates opportunities to develop foundational capabilities that are unique within our industry. These capabilities differentiate the car buying and selling experience for customers and drive real positive feedback for the business. Two examples of this are Same Day Delivery and our fast and intuitive self-service customer care.
Same Day Delivery
Buying a car is a complex process. In most dealership transactions, this complexity is managed through many hours spent in person. Since the beginning, we have reduced complexity for car buyers and sellers with technology – combining an intuitive ecommerce website and seamless fulfillment experience. This has always been convenient and saved customers the time they would have otherwise spent waiting at a dealership, but it came with the tradeoff of waiting for vehicle delivery. Same-day delivery changes this.
We are only able to offer same-day delivery because of our vertically-integrated operations and technology. We have full control over the transaction and underwriting process, full control of how that ties to vehicle staging and fulfillment, and full control of the policies and staffing driving what options are available to customers.

We are currently using Phoenix as a test market to expand and refine our same day delivery capabilities. As a result, ~40% of customers in Phoenix now get same day or next day delivery vs. ~10% in other markets. Phoenix customers now have about 2,500 cars available to be delivered the same day. In the near term, we will continue to test and optimize this capability in Phoenix and will then look to roll out these enhancements to additional markets over time.
Having thousands of vehicles that can be purchased in minutes and delivered in hours is a highly differentiated and desirable customer offering that is extremely difficult to replicate.
picture3-samedaydeliverya.jpg
Customer Care
The complexity of buying a car also shows up in customer support. The traditional car buying process requires that customers engage with several subject matter experts to address their needs and questions from selecting a vehicle, to qualifying for financing, to completing paperwork. The amount of customer- and vehicle-specific knowledge required is significant and either takes multiple people, multiple hours, or both.
Carvana has always navigated this complexity with a self-service ecommerce process. Now, the process is more powerful and self-directed than ever before. Each of the steps that a customer needs to complete in order to buy a car are supported by intuitive and easy to use tools that incorporate our workflows. These underlying services are also made available to Sebastian, our AI-powered chatbot, through dedicated sub-agents. This provides customers a customized experience whether they are navigating the website the traditional way or chatting with Sebastian.

4


As we continue to strengthen and optimize this capability, more than 30% of car buyers now complete the entire process without any interaction with a Customer Advocate until their delivery or pickup appointment. For customers selling their cars to us, this number is more than 60%. And when customers do reach out, our Advocates access these same tools to deliver the highest-quality support.
Delivering immediate, personalized, scalable car buying support is a highly differentiated and desirable customer offering that is extremely difficult to replicate.
The following are real chats that showcase how the pairing of our vertically-integrated, proprietary systems with AI enables automated customer experiences.
picture4-sebastiana.jpg
Significant and Rapidly Growing Technology Advantage
This is just the beginning of what's possible. Our technology advantages compound as we grow. With each incremental customer activity, our vertically-integrated system produces and benefits from more structured data. As we embed AI deeper into the proprietary systems powering our operations, we will have more opportunities to turn complexity into deterministic workflows that are faster, more consistent, and lower cost. This, in turn, drives positive feedback in the form of better customer experiences, higher conversion, and more growth.

Summary
The third quarter was another quarter to be proud of and one that continues to light the path to achieving our current goal of selling 3 million cars per year at 13.5% Adjusted EBITDA margin in the next 5-10 years.
Our team continues to do all the complex, detailed work that makes our customers’ experiences simpler and more fun.
We continue to identify many opportunities for improvement and then to go through the iterative process of prioritizing those projects, focusing on the most important, executing on them, and then going back to our ever expanding list of projects to pick the next set.
We remain as excited as ever, not just about our ability to hit our goals but also about our ability to continue to separate from the status quo.
Our mission is to change the way people buy and sell cars and there is no stopping us.
The march continues,
Ernie Garcia, III, Chairman and CEO Year-over-year changes in components of Total GPU and Total SG&A Expense per Unit were driven by the factors outlined below.
Mark Jenkins, CFO
5


Appendix I: GPU and SG&A Expense Detail
picture5-gpuandsgaexpenseda.jpg






6


Appendix II
Conference Call Details
Carvana will host a conference call today, October 29, 2025, 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 5, 2025, by dialing (877) 344-7529 or (412) 317-0088 and entering passcode 2325331#.
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," "estimate," "expect," "forecast," "intend," "likely," "outlook," "plan," "potential," "project," "projection," "seek," "can," "could," "may," "should," "would," "will," 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 growth drivers; our strategy, expected gross profit per unit; forecasted results, including forecasted Adjusted EBITDA and forecasted retail units sold; all mid-term and long-term financial and other objectives and goals; expected production capacity, including through expected additional locations and potential infrastructure capacity utilization; efficiency operational 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; anticipated benefits of uses of our ADESA real estate; unexpected macroeconomic conditions, including geopolitical, trade, and regulatory uncertainty and commodity prices, including future effects of tariffs; 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 recent imposition of new and increased tariffs and effects of the U.S. government shutdown); our ability to realize expected benefits of our business strategy, including from the use of technology and artificial intelligence; utilize our available infrastructure capacity 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 effectively manage our rapid growth; our ability to maintain customer service quality and reputational integrity and enhance our brand; the changes in prices of new and used vehicles; 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; 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, 2024.
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

7


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, 2025 December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents $ 2,142  $ 1,716 
Restricted cash 79  44 
Accounts receivable, net 352  303 
Finance receivables held for sale, net 724  612 
Vehicle inventory 2,316  1,608 
Beneficial interests in securitizations 486  464 
Other current assets, including $5 and $4, respectively, due from related parties
166  122 
Total current assets 6,265  4,869 
Property and equipment, net 2,727  2,773 
Operating lease right-of-use assets, including $7 and $13, respectively, from leases with related parties
438  440 
Intangible assets, net 35  34 
Goodwill — 
Other assets
385  368 
Total assets $ 9,853  $ 8,484 
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities, including $23 and $17, respectively, due to related parties
$ 1,012  $ 856 
Short-term revolving facilities 73  67 
Current portion of long-term debt 320  309 
Other current liabilities, including $39 and $16, respectively, due to related parties
143  106 
Total current liabilities 1,548  1,338 
Long-term debt, excluding current portion 4,810  5,256 
Operating lease liabilities, excluding current portion, including $5 and $10, respectively, from leases with related parties
402  414 
Other liabilities, including $95 and $48, respectively, due to related parties
142  101 
Total liabilities 6,902  7,109 
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, 2025 and December 31, 2024
—  — 
Class A common stock, $0.001 par value - 500,000 shares authorized; 141,178 and 133,271 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
—  — 
Class B common stock, $0.001 par value - 125,000 shares authorized; 76,119 and 79,119 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
—  — 
Additional paid-in capital 3,145  2,676 
Accumulated deficit (866) (1,416)
Total stockholders' equity attributable to Carvana Co. 2,279  1,260 
Non-controlling interests 672  115 
Total stockholders' equity 2,951  1,375 
Total liabilities & stockholders' equity $ 9,853  $ 8,484 


8



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,
2025 2024 2025 2024
Sales and operating revenues:
Retail vehicle sales, net $ 3,996  $ 2,543  $ 10,381  $ 7,129 
Wholesale sales and revenues, including $11, $7, $28, and $21, respectively, from related parties
1,177  786  3,064  2,163 
Other sales and revenues, including $93, $52, $248, and $141, respectively, from related parties
474  326  1,274  834 
Net sales and operating revenues 5,647  3,655  14,719  10,126 
Cost of sales, including $3, $2, $10, and $7, respectively, to related parties
4,499  2,848  11,578  8,013 
Gross profit 1,148  807  3,141  2,113 
Selling, general and administrative expenses, including $9, $7, $24, and $22, respectively, to related parties
595  469  1,681  1,380 
Other operating expense, net
Operating income 552  337  1,457  730 
Interest expense, net 125  157  407  503 
Loss on debt extinguishment 14  16 
Other expense (income), net 154  29  92  (23)
Net income before income taxes 259  147  942  244 
Income tax benefit (4) (1) (2) (1)
Net income 263  148  944  245 
Net income attributable to non-controlling interests 112  63  394  114 
Net income attributable to Carvana Co. $ 151  $ 85  $ 550  $ 131 
Net earnings per share of Class A common stock - basic $ 1.08  $ 0.69  $ 4.04  $ 1.09 
Net earnings per share of Class A common stock - diluted $ 1.03  $ 0.64  $ 3.82  $ 1.01 
Weighted-average shares of Class A common stock outstanding - basic
139,213  123,883  136,247  119,719 
Weighted-average shares of Class A common stock outstanding - diluted 146,274  133,555  144,100  129,253 

9


CARVANA CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in millions)

Nine Months Ended September 30,
2025 2024
Cash Flows from Operating Activities:
Net income $ 944  $ 245 
Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization expense 206  231 
    Equity-based compensation expense 74  69 
    Loss on disposal of property and equipment
    Loss on debt extinguishment 16 
    Payment-in-kind interest expense 182  388 
    Provision for bad debt and valuation allowance 12  24 
    Amortization of debt issuance costs 13 
    Unrealized gain on warrants to acquire Root Class A common stock (3) (27)
    Unrealized gain on beneficial interests in securitizations (8) (15)
Changes in finance receivable related assets:
    Originations of finance receivables (9,180) (6,051)
    Proceeds from sale of finance receivables, net 9,583  6,464 
    Gain on loan sales (878) (541)
    Principal payments received on finance receivables held for sale 189  142 
Other changes in assets and liabilities:
    Vehicle inventory (676) (154)
    Accounts receivable (56) (105)
    Other assets (46) (16)
    Accounts payable and accrued liabilities 153  171 
    Operating lease right-of-use assets
    Operating lease liabilities (6)
    Other liabilities 89 
Net cash provided by operating activities 606  858 
Cash Flows from Investing Activities:
    Purchases of property and equipment (96) (67)
    Proceeds from disposal of property and equipment
    Payments for acquisitions, net of cash acquired (51) — 
    Principal payments received on and proceeds from sale of beneficial interests 45  52 
Net cash used in investing activities (100) (6)
Cash Flows from Financing Activities:
    Proceeds from short-term revolving facilities 3,064  2,601 
    Payments on short-term revolving facilities (3,058) (3,193)
    Proceeds from issuance of long-term debt 128  160 
    Payments on long-term debt (696) (427)
    Payments of debt issuance costs (15) (3)
 Payments of tax made on behalf of non-controlling members (4) — 
    Net proceeds from issuance of Class A common stock 536  347 
 Tax receivable agreement payments (17) — 
    Proceeds from equity-based compensation plans 38 
    Tax withholdings related to restricted stock units (21) (2)
Net cash used in financing activities (45) (514)
Net increase in cash, cash equivalents and restricted cash 461  338 
Cash, cash equivalents, and restricted cash at beginning of period 1,760  594 
Cash, cash equivalents, and restricted cash at end of period $ 2,221  $ 932 
10


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, 2025 and 2024, respectively:

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
(in thousands)
Stock Options (1)
—  365  92  371 
Restricted Stock Units and Awards (1)
41 
Class A Units (2)
76,737  83,323  78,299  84,888 
Class B Units (2)
1,337  1,815  1,420  1,797 
(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.

11


CARVANA CO. AND SUBSIDIARIES
RESULTS OF OPERATIONS
(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 Change 2025 2024 Change
(dollars in millions, except per unit amounts)
(dollars in millions, except per unit amounts)
Net sales and operating revenues:
Retail vehicle sales, net $ 3,996  $ 2,543  57.1  % $ 10,381  $ 7,129  45.6  %
Wholesale sales and revenues (1)
1,177  786  49.7  % 3,064  2,163  41.7  %
Other sales and revenues (2)
474  326  45.4  % 1,274  834  52.8  %
Total net sales and operating revenues $ 5,647  $ 3,655  54.5  % $ 14,719  $ 10,126  45.4  %
Gross profit:
Retail vehicle gross profit
$ 539  $ 380  41.8  % $ 1,489  $ 1,010  47.4  %
Wholesale gross profit (1)
135  101  33.7  % 378  269  40.5  %
Other gross profit (2)
474  326  45.4  % 1,274  834  52.8  %
Total gross profit $ 1,148  $ 807  42.3  % $ 3,141  $ 2,113  48.7  %
Unit sales information:
Retail vehicle unit sales 155,941  108,651  43.5  % 433,119  301,969  43.4  %
Wholesale vehicle unit sales 80,369  56,487  42.3  % 216,593  151,010  43.4  %
Per unit revenue:
Retail vehicles $ 25,625  $ 23,405  9.5  % 23,968  23,608  1.5  %
Wholesale vehicles (3)
$ 11,721  $ 9,861  18.9  % 10,850  9,688  12.0  %
Per retail unit gross profit:
Retail vehicle gross profit
$ 3,456  $ 3,497  (1.2) % $ 3,438  $ 3,345  2.8  %
Wholesale gross profit 866  930  (6.9) % 873  891  (2.0) %
Other gross profit 3,040  3,000  1.3  % 2,941  2,762  6.5  %
Total gross profit $ 7,362  $ 7,427  (0.9) % $ 7,252  $ 6,998  3.6  %
Per wholesale unit gross profit:
Wholesale vehicle gross profit (4)
$ 1,033  $ 1,080  (4.4) % $ 1,043  $ 1,026  1.7  %
Wholesale marketplace:
Wholesale marketplace units transacted 260,805  234,361 11.3  % 768,185  724,143 6.1  %
Wholesale marketplace revenues $ 235  $ 229  2.6  % $ 714  $ 700  2.0  %
Wholesale marketplace gross profit (5)
$ 52  $ 40  30.0  % $ 152  $ 114  33.3  %
(1) Includes $11, $7, $28 and $21, respectively, of wholesale sales and revenues from related parties.
(2) Includes $93, $52, $248 and $141, 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.
(5) Includes $12, $20, $41 and $67, respectively, of depreciation and amortization expense.

12


CARVANA CO. AND SUBSIDIARIES
COMPONENTS OF SG&A
(Unaudited)

Three Months Ended
September 30,
2024
December 31,
2024
March 31,
2025
June 30,
2025
September 30,
2025
(in millions)
Compensation and benefits (1)
$ 175  $ 184  $ 199  $ 201  $ 209 
Advertising 56  64  72  84  102 
Market occupancy (2)
17  16  16  16  17 
Logistics (3)
29  32  37  38  43 
Other (4)
192  198  211  212  224 
Total $ 469  $ 494  $ 535  $ 551  $ 595 
(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 includes 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.

13


CARVANA CO. AND SUBSIDIARIES
LIQUIDITY RESOURCES
(Unaudited)

We had the following committed liquidity resources, secured debt capacity, and other unpledged assets available as of September 30, 2025 and December 31, 2024:
September 30,
2025
December 31,
2024
(in millions)
Cash and cash equivalents $ 2,142  $ 1,716 
Availability under short-term revolving facilities (1)
1,930  1,879 
Committed liquidity resources available $ 4,072  $ 3,595 
Super senior debt capacity (2)
1,500  1,500 
Pari passu senior debt capacity (2)
750  485 
Unpledged beneficial interests in securitizations (3)
116  110 
Total liquidity resources (4)
$ 6,438  $ 5,690 
(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 on the period end date. Availability under short-term revolving facilities is distinct from the total commitment amount of these facilities because it represents the amount we are able to borrow as of period end, rather than committed future amounts that could be borrowed to finance future additional assets.
(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 as to the collateral securing the obligations under the Senior Secured Notes, subject to the terms and conditions set forth in the indentures governing the Senior Secured Notes. 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)Our total liquidity potential is composed of cash and cash equivalents, availability under existing credit facilities, additional capacity under the indentures governing our Senior Secured Notes, which allow us to incur additional debt that can be senior or pari passu in lien priority as to the collateral securing the obligations under the Senior Secured Notes, and additional unpledged securities that can be financed using traditional asset-based financing sources.






















14


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 vehicle gross profit, non-GAAP, Wholesale marketplace 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 vehicle gross profit per retail unit, non-GAAP; Wholesale marketplace 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 (minus) income tax (benefit), interest expense, net, other expense, net, other operating 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 Root Warrants. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of total revenues.

Gross profit, non-GAAP, Retail gross profit, non-GAAP, Wholesale vehicle gross profit, non-GAAP, Wholesale marketplace 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 Root Warrants. Total gross profit per retail unit, non-GAAP, Retail gross profit per retail unit, non-GAAP, Wholesale vehicle gross profit per retail unit, non-GAAP, Wholesale marketplace 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 vehicle gross profit, non-GAAP to wholesale vehicle gross profit, Wholesale marketplace gross profit, non-GAAP to wholesale marketplace 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 vehicle gross profit per retail unit, non-GAAP, Wholesale marketplace 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:
15


Three Months Ended September 30,
(dollars in millions, except per unit amounts)
2024 2025
Net income $ 148  $ 263 
Income tax benefit
(1) (4)
Interest expense, net 157  125 
Other expense, net
29  154 
Loss on debt extinguishment 14 
Operating income $ 337  $ 552 
Other operating expense, net
Depreciation and amortization expense in cost of sales 33  27 
Depreciation and amortization expense in SG&A expenses 40  38 
Share-based compensation expense in cost of sales — 
Share-based compensation expense in SG&A expenses 23  24 
Root warrant revenue (6) (5)
Adjusted EBITDA $ 429  $ 637 
Total revenues $ 3,655  $ 5,647 
Net income margin 4.0  % 4.7  %
Adjusted EBITDA margin 11.7  % 11.3  %
Gross profit $ 807  $ 1,148 
Depreciation and amortization expense in cost of sales 33  27 
Share-based compensation expense in cost of sales — 
Root warrant revenue (6) (5)
Gross profit, non-GAAP $ 835  $ 1,170 
Retail vehicle unit sales 108,651  155,941 
Total gross profit per retail unit $ 7,427  $ 7,362 
Total gross profit per retail unit, non-GAAP $ 7,685  $ 7,503 
SG&A expenses $ 469  $ 595 
Depreciation and amortization expense in SG&A expenses 40  38 
Share-based compensation expense in SG&A expenses 23  24 
SG&A expenses, non-GAAP $ 406  $ 533 
Retail vehicle unit sales 108,651  155,941 
Total SG&A expenses per retail unit $ 4,317  $ 3,816 
Total SG&A expenses per retail unit, non-GAAP $ 3,737  $ 3,418 

16


Three Months Ended September 30,
(dollars in millions, except per unit amounts) 2024 2025
Retail gross profit $ 380  $ 539 
Depreciation and amortization expense in cost of sales 12  13 
Share-based compensation expense in cost of sales — 
Retail gross profit, non-GAAP $ 393  $ 552 
Retail vehicle unit sales 108,651  155,941 
Retail gross profit per retail unit $ 3,497  $ 3,456 
Retail gross profit per retail unit, non-GAAP $ 3,617  $ 3,540 
Wholesale vehicle gross profit $ 61  $ 83 
Depreciation and amortization expense in cost of sales
Wholesale vehicle gross profit, non-GAAP $ 62  $ 85 
Retail vehicle unit sales 108,651  155,941 
Wholesale vehicle gross profit per retail unit $ 562  $ 532 
Wholesale vehicle gross profit per retail unit, non-GAAP $ 571  $ 545 
Wholesale marketplace gross profit $ 40  $ 52 
Depreciation and amortization expense in cost of sales 20  12 
Wholesale marketplace gross profit, non-GAAP $ 60  $ 64 
Retail vehicle unit sales 108,651  155,941 
Wholesale marketplace gross profit per retail unit $ 368  $ 334 
Wholesale marketplace gross profit per retail unit, non-GAAP $ 552  $ 410 
Other gross profit $ 326  $ 474 
Root warrant revenue (6) (5)
Other gross profit, non-GAAP $ 320  $ 469 
Retail vehicle unit sales 108,651  155,941 
Other gross profit per retail unit $ 3,000  $ 3,040 
Other gross profit per retail unit, non-GAAP $ 2,945  $ 3,008 
17
EX-99.2 3 ex99_2q32025.htm EX-99.2 Document

Exhibit 99.2
picture1-cvnalogo.jpg

Carvana Announces Record Third Quarter 2025 Results

Record 156k retail units drive industry-leading 44% YoY growth
Record $5.65 billion Revenue, up 55% YoY
Industry-leading Net income of $263 million1, up $115 million YoY
Record Adjusted EBITDA of $637 million, up $208 million YoY
For Q4, Carvana expects retail units sold over 150k; for full year 2025, Carvana expects Adjusted EBITDA at or above the high end of previous $2.0 - $2.2 billion range2

PHOENIX – (Oct. 29, 2025) – Carvana (NYSE: CVNA), the leading e-commerce platform for buying and selling used cars, today announced financial results for the quarter ended September 30, 2025. Carvana’s complete third quarter 2025 financial results and management commentary are available in the company’s shareholder letter on the quarterly results page of its Investor Relations website.
“In Q3, Carvana once again drove industry-leading growth and profitability while crossing over $20 billion revenue run rate scale for the first time,” said Ernie Garcia, Carvana founder and CEO. “We continue to focus on unlocking the structural advantages of our vertically integrated model that strengthen our business and separate our customer offering. This effort has already driven new milestones in speed, selection, convenience, and efficiency and we are even more excited about what’s possible on the road ahead.”

Q3 2025 Highlights
In Q3 2025, Carvana sold 155,941 retail units (+44% YoY) for total Revenue of $5.647 billion (+55% YoY), both all-time quarterly records. This growth was paired with industry-leading Q3 profitability, including:
•Net income of $263 million1 and Net income margin of 4.7%
•Adjusted EBITDA of $637 million and Adjusted EBITDA margin of 11.3%
•GAAP Operating income of $552 million and GAAP Operating margin of 9.8%

Outlook
Looking toward the fourth quarter, Carvana expects the following as long as the environment remains stable
•Retail units sold above 150,000, and
•Adjusted EBITDA at or above the high end of its previously communicated range of $2.0 to $2.2 billion for the full year 20252








1 Net income in Q3 2025 included a negative $120 million (2.1% margin) impact from the decline in the fair value of our Root warrants.
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. 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, Oct. 29, 2025, 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 Wednesday, November 5, 2025, by dialing (877) 344-7529 or (412) 317-0088 and entering passcode 2325331#.
Forward Looking Statements
This release 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," "estimate," "expect," "forecast," "intend," "likely," "outlook," "plan," "potential," "project," "projection," "seek," "can," "could," "may," "should," "would," "will," 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 growth drivers; our strategy, expected gross profit per unit; forecasted results, including forecasted Adjusted EBITDA and forecasted retail units sold; all mid-term and long-term financial and other objectives and goals; expected production capacity, including through expected additional locations and potential infrastructure capacity utilization; efficiency operational 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; anticipated benefits of uses of our ADESA real estate; unexpected macroeconomic conditions, including geopolitical, trade, and regulatory uncertainty and commodity prices, including future effects of tariffs; 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 recent imposition of new and increased tariffs and effects of the U.S. government shutdown); our ability to realize expected benefits of our business strategy, including from the use of technology and artificial intelligence; utilize our available infrastructure capacity 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 effectively manage our rapid growth; our ability to maintain customer service quality and reputational integrity and enhance our brand; the changes in prices of new and used vehicles; 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; 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, 2024.
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
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 (benefit), interest expense, net, other expense, net, loss on debt extinguishment, other operating expense, net, depreciation and amortization expense in cost of sales and SG&A expenses, and share-based compensation expense in cost of sales and SG&A expenses, minus revenue related to our Root 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)
2024 2025
Net income $ 148  $ 263 
Income tax benefit
(1) (4)
Interest expense, net 157  125 
Other expense, net
29  154 
Loss on debt extinguishment 14 
Operating income $ 337  $ 552 
Other operating expense, net
Depreciation and amortization expense in cost of sales 33  27 
Depreciation and amortization expense in SG&A expenses 40  38 
Share-based compensation expense in cost of sales — 
Share-based compensation expense in SG&A expenses 23  24 
Root warrant revenue (6) (5)
Adjusted EBITDA $ 429  $ 637 
Total revenues $ 3,655  $ 5,647 
Net income margin 4.0  % 4.7  %
Adjusted EBITDA margin 11.7  % 11.3  %



About Carvana (NYSE: CVNA)
Carvana’s mission is to change the way people buy and sell cars. Since launching in 2013, Carvana has revolutionized automotive retail and delighted millions of customers with an offering that is fun, fast, and fair. With Carvana, customers can find a car, get financing, trade in, and complete a purchase 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 www.carvana.com.

Investors:
Carvana
Mike McKeever
investors@carvana.com

or

Media:
Carvana
press@carvana.com