CARVANA CO.

Previous wording

Carvana is the leading e-commerce platform for buying and selling used cars. We are transforming the used car buying and selling experience by giving consumers what they want - a wide selection, great value and quality, transparent pricing, and a simple, no pressure transaction. Our differentiated business model combines a comprehensive online sales experience with a vertically integrated supply chain, designed to sell high-quality vehicles to our customers transparently and efficiently at a low price. The automotive retail industry is large – with approximately 37 million used auto retail transactions in the United States (“U.S.”) in 2024 according to Cox Automotive – and highly fragmented – with the top 10 used auto retailers in the U.S. accounting for less than 10% of the market share in 2023 according to Automotive News. These dynamics create an exceptional opportunity for disruption that our custom-built business model can capitalize on to remain well-positioned for long term growth. Over the years we have leveraged our growing logistics network, which spans 316 metropolitan statistical areas, and our in-house distribution network, servicing over 80% of the U.S. population as of June 30, 2025, to sell 2.4 million retail vehicles, generating $72.8 billion in total revenue since inception in 2012 through June 30, 2025.

Current wording

Carvana is the leading e-commerce platform for buying and selling used cars. We are transforming the used car buying and selling experience by giving consumers what they want - a wide selection, great value and quality, transparent pricing, and a simple, no pressure transaction. Our differentiated business model combines a comprehensive online sales experience with a vertically integrated supply chain, designed to sell high-quality vehicles to our customers transparently and efficiently at a low price. The automotive retail industry is large – with approximately 37 million used auto retail transactions in the United States (“U.S.”) in 2024 according to Cox Automotive – and highly fragmented – with the top 10 used auto retailers in the U.S. accounting for less than 10% of the market share in 2024 according to Automotive News. These dynamics create an exceptional opportunity for disruption that our custom-built business model can capitalize on to remain well-positioned for long term growth. Over the years we have leveraged our growing logistics network, which spans 316 metropolitan statistical areas, and our in-house distribution network, servicing over 80% of the U.S. population as of September 30, 2025, to sell 2.6 million retail vehicles, generating $78.5 billion in total revenue since inception in 2012 through September 30, 2025.

Previous wording

•Online Search and Shopping Experience. We offer a mobile-optimized website, where prospective retail car buyers can immediately begin browsing, researching, filtering, and identifying their vehicle of choice from an inventory of over 56,000 total website units that we offer for sale as of June 30, 2025. We leverage our patented, automated photo technology to offer an annotated virtual vehicle tour, which includes a 360-degree view of the interior and exterior of the actual vehicle and allows customers to view vehicle imperfections through high-definition photography. Our website also features integrations with various vehicle data providers for vehicle feature and option information to assist customers with purchase decisions.

Current wording

•Online Search and Shopping Experience. We offer a mobile-optimized website, where prospective retail car buyers can immediately begin browsing, researching, filtering, and identifying their vehicle of choice from an inventory of over 67,000 total website units that we offer for sale as of September 30, 2025. We leverage our patented, automated photo technology to offer an annotated virtual vehicle tour, which includes a 360-degree view of the interior and exterior of the actual vehicle and allows customers to view vehicle imperfections through high-definition photography. Our website also features integrations with various vehicle data providers for vehicle feature and option information to assist customers with purchase decisions.

Previous wording

•Post-sale customer support. After purchase, our customer advocates handle post-sale coordination and assistance, including facilitating returns or exchanges under our seven-day return policy. As of June 30, 2025, customers rated us an average of 4.7 out of 5.0 from over 228,000 surveys on our website since inception, fostering repeat business and a strong referral network.

Current wording

•Post-sale customer support. After purchase, our customer advocates handle post-sale coordination and assistance, including facilitating returns or exchanges under our seven-day return policy. As of September 30, 2025, customers rated us an average of 4.7 out of 5.0 from over 236,000 surveys on our website since inception, fostering repeat business and a strong referral network.

Previous wording

Since launching to customers in Atlanta, Georgia in January 2013, we have experienced rapid growth in sales through our website www.carvana.com. During the three months ended June 30, 2025, the number of vehicles we sold to retail customers increased by 41.2% to 143,280, compared to 101,440 in the three months ended June 30, 2024. During the six months ended June 30, 2025, the number of vehicles we sold to retail customers increased by 43.4% to 277,178, compared to 193,318 in the six months ended June 30, 2024.

Current wording

Since launching to customers in Atlanta, Georgia in January 2013, we have experienced rapid growth in sales through our website www.carvana.com. During the three months ended September 30, 2025, the number of vehicles we sold to retail customers increased by 43.5% to 155,941, compared to 108,651 in the three months ended September 30, 2024. During the nine months ended September 30, 2025, the number of vehicles we sold to retail customers increased by 43.4% to 433,119, compared to 301,969 in the nine months ended September 30, 2024.

Previous wording

Our largest source of revenue, retail vehicle sales, totaled $3.4 billion and $2.4 billion during the three months ended June 30, 2025 and 2024, respectively, and $6.4 billion and $4.6 billion during the six months ended June 30, 2025 and 2024, respectively. We generally expect retail vehicle sales to trend proportionately with retail units sold, absent any material changes in macroeconomic conditions. We generate a majority of gross profit on retail vehicle sales from the difference between the retail selling price of the vehicle and our cost of sales associated with acquiring the vehicle and preparing it for sale. Retail vehicle sales also include shipping and delivery fees and service revenue from retail marketplace transactions, which are retail marketplace partner vehicles sold to customers through Carvana that receive net revenue treatment.

Current wording

Our largest source of revenue, retail vehicle sales, totaled $4.0 billion and $2.5 billion during the three months ended September 30, 2025 and 2024, respectively, and $10.4 billion and $7.1 billion during the nine months ended September 30, 2025 and 2024, respectively. We generally expect retail vehicle sales to trend proportionately with retail units sold, absent any material changes in macroeconomic conditions. We generate a majority of gross profit on retail vehicle sales from the difference between the retail selling price of the vehicle and our cost of sales associated with acquiring the vehicle and preparing it for sale. Retail vehicle sales also include shipping and delivery fees and service revenue from retail marketplace transactions, which are retail marketplace partner vehicles sold to customers through Carvana, where, depending on the structure of the partnership, may receive net revenue treatment.

Previous wording

Wholesale sales and revenues includes sales of trade-ins and other vehicles acquired from customers that do not meet the requirements for our retail inventory. We also include revenue earned from the sale of wholesale marketplace units by non-Carvana sellers through our wholesale marketplace platform, including auction fees and related service revenues, in wholesale sales and revenues. Wholesale sales and revenues totaled $1.0 billion and $720 million during the three months ended June 30, 2025 and 2024, respectively, and $1.9 billion and $1.4 billion during the six months ended June 30, 2025 and 2024, respectively. We generally expect wholesale sales to trend proportionately with retail units sold through inventory we acquire via trade-ins and from customers who wish to sell us a car independent of a retail sale as well as with wholesale marketplace units. We generate gross profit on wholesale vehicle sales from the difference between the wholesale selling price of the vehicle and our cost of sales associated with acquiring the vehicle and preparing it for sale. We generate a gross profit on wholesale marketplace units from the difference between the revenue earned from the sale of wholesale marketplace units through our wholesale marketplace platform less our cost of sales associated with operating the wholesale marketplace platform.

Current wording

Wholesale sales and revenues includes sales of trade-ins and other vehicles acquired from customers that do not meet the requirements for our retail inventory. We also include revenue earned from the sale of wholesale marketplace units by non-Carvana sellers through our wholesale marketplace platform, including auction fees and related service revenues, in wholesale sales and revenues. Wholesale sales and revenues totaled $1.2 billion and $786 million during the three months ended September 30, 2025 and 2024, respectively, and $3.1 billion and $2.2 billion during the nine months ended September 30, 2025 and 2024, respectively. We generally expect wholesale sales to trend proportionately with retail units sold through inventory we acquire via trade-ins and from customers who wish to sell us a car independent of a retail sale as well as with wholesale marketplace units. We generate gross profit on wholesale vehicle sales from the difference between the wholesale selling price of the vehicle and our cost of sales associated with acquiring the vehicle and preparing it for sale. We generate a gross profit on wholesale marketplace units from the difference between the revenue earned from the sale of wholesale marketplace units through our wholesale marketplace platform less our cost of sales associated with operating the wholesale marketplace platform.

Previous wording

Other sales and revenues, which primarily includes gains on the sales of finance receivables we originate and sales commissions on complementary products such as VSCs, GAP waiver coverage, and auto insurance totaled $411 million and $279 million during the three months ended June 30, 2025 and 2024, respectively, and $800 million and $508 million during the six months ended June 30, 2025 and 2024, respectively. We generally expect other sales and revenues to trend proportionately with retail units sold. We also expect other sales and revenues to increase as we improve our ability to monetize loans we originate, including through securitization transactions, and sell and offer attractive financing solutions and complementary products to our customers, including products customarily sold by automotive retailers or insurance products customarily sold by traditional insurance companies, absent any material changes in macroeconomic conditions. Other sales and revenues are 100% gross margin products for which gross profit equals revenue.

Current wording

Other sales and revenues, which primarily includes gains on the sales of finance receivables we originate and sales commissions on complementary products such as VSCs, GAP waiver coverage, and auto insurance totaled $474 million and $326 million during the three months ended September 30, 2025 and 2024, respectively, and $1.3 billion and $834 million during the nine months ended September 30, 2025 and 2024, respectively. We generally expect other sales and revenues to trend proportionately with retail units sold. We also expect other sales and revenues to increase as we improve our ability to monetize loans we originate, including through securitization transactions, and sell and offer attractive financing solutions and complementary products to our customers, including products customarily sold by automotive retailers or insurance products customarily sold by traditional insurance companies, absent any material changes in macroeconomic conditions. Other sales and revenues are 100% gross margin products for which gross profit equals revenue.

Previous wording

The global trade environment is uncertain and rapidly evolving. We will continue to monitor changes in tariff policy and the impact of these changes on our industry and the economy and seek to adjust to these changes as efficiently as possible.

Current wording

The global trade environment is uncertain and rapidly evolving. We are continuing to monitor changes in tariff policy and the impact of these changes on our industry and the economy and seek to adjust to these changes as efficiently as possible. For the nine months ended September 30, 2025, tariffs did not materially impact our financial or operating results.

Previous wording

On July 4, 2025, H.R. 1, the One Big Beautiful Bill Act ("OBBBA"), was enacted into law. The OBBBA introduced significant changes to the Internal Revenue Code and has multiple effective dates from 2025 through 2027. ASC 740 Income Taxes requires the effects of changes in tax legislation on deferred tax balances to be recognized in the period in which enacted, which, for us, is the three months ended September 30, 2025. As we maintain a full valuation allowance against our deferred tax assets, the impact of the OBBBA is not expected to have a material impact on our financial statements.

Current wording

On July 4, 2025, H.R. 1, the One Big Beautiful Bill Act ("OBBBA"), was enacted into law, introducing significant changes to the Internal Revenue Code. The Company evaluated the impact of the applicable provisions of the OBBBA and determined that they did not have a material impact on its unaudited condensed consolidated financial statements for the three months ended September 30, 2025.

Previous wording

We regularly review a number of metrics, including the following key metrics, to evaluate our business, measure our progress and make strategic decisions. Our key operating metrics reflect the key drivers of our growth, including increasing brand awareness, enhancing the selection of vehicles we make available to our customers, and serving more of the U.S. population. Our key operating metrics also demonstrate our ability to translate these drivers into retail sales and to monetize these retail sales through a variety of product offerings.

Current wording

We regularly review a number of metrics, including the following key metrics, to evaluate our business, measure our progress and make strategic decisions. Our key operating metrics reflect the key drivers of our growth, including increasing brand awareness, enhancing the selection of vehicles we make available to our customers, and serving more of the U.S.

Previous wording

We define a monthly unique visitor as an individual who has visited our website or iOS/Android application within a calendar month, based on data provided by Google Analytics. We calculate average monthly unique visitors as the sum of monthly unique visitors in a given period, divided by the number of months in that period. We view average monthly unique visitors as a key indicator of the strength of our brand, the effectiveness of our advertising and merchandising campaigns, and consumer awareness of our brand. During 2024, the methodology used by Google Analytics to count unique visitors changed to include individuals visiting our iOS/Android application, in addition to those visiting our website. We believe this change allows us to more accurately calculate and reflect average monthly unique visitors. To conform to current period presentation, we have recast average monthly unique visitors for the three months ended March 31, 2024. The change in measurement methodology resulted in 4.2% more average monthly unique visitors for the three months ended March 31, 2024, compared to previously reported numbers.

Current wording

We define a monthly unique visitor as an individual who has visited our website or iOS/Android application within a calendar month, based on data provided by Google Analytics. We calculate average monthly unique visitors as the sum of monthly unique visitors in a given period, divided by the number of months in that period. We view average monthly unique visitors as a key indicator of the strength of our brand, the effectiveness of our advertising and merchandising campaigns, and consumer awareness of our brand. During 2024, the methodology used by Google Analytics to count unique visitors changed to include individuals visiting our iOS/Android application, in addition to those visiting our website. We believe this change allows us to more accurately calculate and reflect average monthly unique visitors. To conform to current period presentation, we have recast average monthly unique visitors for the three months ended March 31, 2024. The change in measurement methodology resulted in 4.2% more average monthly unique visitors for the three months ended March 31, 2024, compared to previously reported numbers. The recast metric for the three months ended March 31, 2024 is included in the calculation of average monthly unique visitors for the nine months ended September 30, 2024.

Previous wording

Retail vehicle sales also include shipping and delivery fees and service revenue from retail marketplace transactions, which are retail marketplace partner vehicles sold to customers through Carvana, where we recognize revenue on the sale of the vehicle on a net basis, rather than recognizing the full amount of the vehicle sales price as revenue. As a result, an increase in retail marketplace units sold as a percentage of total retail units sold would lead to a decrease in retail revenue per unit sold, and vice versa, other things being equal.

Current wording

Retail vehicle sales also include shipping and delivery fees and service revenue from retail marketplace transactions, which are retail marketplace partner vehicles sold to customers through Carvana, where, depending on the structure of the partnership, we may recognize revenue on the sale of the vehicle on a net basis, rather than recognizing the full amount of the vehicle sales price as revenue. As a result, an increase in retail marketplace units sold as a percentage of total retail units sold could lead to a decrease in retail revenue per unit sold, and vice versa, other things being equal.

Previous wording

The number of retail vehicles we sell depends on the volume of traffic to our website, our inventory selection, the effectiveness of our branding and marketing efforts, the quality of our customers' purchase experience, our volume of referrals and repeat customers, the competitiveness of our pricing, competition from other used car dealerships and general macroeconomic and used car industry conditions, including those that could arise from the global trade environment. On a quarterly basis, the number of retail vehicles we sell is also affected by seasonality, with demand for retail vehicles generally reaching a seasonal high point late in the first quarter of each year, commensurate with the timing of tax refunds, and diminishing through the rest of the year, with the lowest relative level of retail vehicle sales generally expected to occur in the fourth calendar quarter. In 2023, heightened inflation and rising interest rates resulted in lower demand for used vehicles. Heightened inflation and interest rates persisted during the first several months of 2024, and, to a lesser extent, during the remainder of 2024, but were outweighed by seasonal demand associated with the timing of tax refunds and certain of our initiatives focused on growth in retail units sold. While inflationary pressures persist in 2025, in the three and six months ended June 30, 2025, inflation and high interest rates did not have a material impact on our business.

Current wording

The number of retail vehicles we sell depends on the volume of traffic to our website, our inventory selection, the effectiveness of our branding and marketing efforts, the quality of our customers' purchase experience, our volume of referrals and repeat customers, the competitiveness of our pricing, competition from other used car dealerships and general macroeconomic and used car industry conditions, including those that could arise from the global trade environment. On a quarterly basis, the number of retail vehicles we sell is also affected by seasonality, with demand for retail vehicles generally reaching a seasonal high point late in the first quarter of each year, commensurate with the timing of tax refunds, and diminishing through the rest of the year, with the lowest relative level of retail vehicle sales generally expected to occur in the fourth calendar quarter. In 2023, heightened inflation and rising interest rates resulted in lower demand for used vehicles. Heightened inflation and interest rates persisted during the first several months of 2024, and, to a lesser extent, during the remainder of 2024, but were outweighed by seasonal demand associated with the timing of tax refunds and certain of our initiatives focused on growth in retail units sold. While inflationary pressures persist in 2025, in the three and nine months ended September 30, 2025, inflation and high interest rates did not have a material impact on our business.

Previous wording

We generally seek to sell the loans we originate to securitization trusts we sponsor and establish or to financing partners. The securitization trusts issue asset-backed securities, some of which are collateralized by the finance receivables that we sell to the securitization trusts. We also sell the loans we originate under committed forward-flow arrangements, including a Master Purchase and Sale Agreement (as defined in Note 7 — Finance Receivable Sale Agreements of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q), and through fixed pool loan sales, with financing partners who generally acquire them at premium prices without recourse to us for their post-sale performance. Factors affecting revenue from these sales include the number of loans we originate, the average principal balance of the loans, the credit quality of the portfolio, the price at which we are able to sell them in securitization transactions or to financing partners, and economic conditions in the capital markets.

Current wording

We generally seek to sell the loans we originate to securitization trusts we sponsor and establish or to financing partners. The securitization trusts issue asset-backed securities, some of which are collateralized by the finance receivables that we sell to the securitization trusts. We also sell the loans we originate under committed forward-flow arrangements, including the Ally Master Purchase and Sale Agreement (as defined in Note 7 — Finance Receivable Sale Agreements of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q the "Ally MPSA"), and through fixed pool loan sales, with financing partners who generally acquire them at premium prices without recourse to us for their post-sale performance. Factors affecting revenue from these sales include the number of loans we originate, the average principal balance of the loans, the credit quality of the portfolio, the price at which we are able to sell them in securitization transactions or to financing partners, and economic conditions in the capital markets.

Previous wording

(1) Includes $9, $7, $17 and $14, respectively, of wholesale sales and revenues from related parties.

Current wording

(1) Includes $11, $7, $28 and $21, respectively, of wholesale sales and revenues from related parties.

Previous wording

(2) Includes $83, $47, $155 and $89, respectively, of other sales and revenues from related parties.

Current wording

(2) Includes $93, $52, $248 and $141, respectively, of other sales and revenues from related parties.

Previous wording

(5) Includes $13, $22, $29 and $47, respectively, of depreciation and amortization expense.

Current wording

(5) Includes $12, $20, $41 and $67, respectively, of depreciation and amortization expense.

Previous wording

Three months ended June 30, 2025 versus 2024. Retail vehicle sales increased by $994 million to $3.4 billion during the three months ended June 30, 2025, compared to $2.4 billion during the three months ended June 30, 2024. The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 143,280 from 101,440 during the three months ended June 30, 2025 and 2024, respectively, partially offset by a decrease in turn times.

Current wording

Three months ended September 30, 2025 versus 2024. Retail vehicle sales increased by $1.5 billion to $4.0 billion during the three months ended September 30, 2025, compared to $2.5 billion during the three months ended September 30, 2024. The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 155,941 from 108,651 during the three months ended September 30, 2025 and 2024, respectively, and an increase in retail revenue per retail unit sold to $25,625 from $23,405 in the prior year, partially offset by a decrease in turn times.

Previous wording

Six months ended June 30, 2025 versus 2024. Retail vehicle sales increased by $1.8 billion to $6.4 billion during the six months ended June 30, 2025, compared to $4.6 billion during the six months ended June 30, 2024. The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 277,178 from 193,318 during the six months ended June 30, 2025 and 2024, respectively, partially offset by a decrease in retail revenue per retail unit sold to $23,036 in the six months ended June 30, 2025 from $23,723 in the prior year, due primarily to higher retail marketplace units sold as a share of total retail units sold, and a decrease in turn times.

Current wording

Nine months ended September 30, 2025 versus 2024. Retail vehicle sales increased by $3.3 billion to $10.4 billion during the nine months ended September 30, 2025, compared to $7.1 billion during the nine months ended September 30, 2024. The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 433,119 from 301,969 during the nine months ended September 30, 2025 and 2024, respectively, and an increase in retail revenue per retail unit sold to $23,968 from $23,608 in the prior year, partially offset by higher retail marketplace units sold as a share of total retail units sold and a decrease in turn times.

Previous wording

Three months ended June 30, 2025 Versus 2024. Wholesale sales and revenues increased by $304 million to $1.0 billion during the three months ended June 30, 2025, compared to $720 million during the three months ended June 30, 2024. The increase in revenue was primarily due to an increase in the number of wholesale units sold to 72,770 from 50,368 during the three months ended June 30, 2025 and 2024, respectively. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Additionally, wholesale revenue per wholesale unit sold increased to $10,746 from $9,550 during the three months ended June 30, 2025 and 2024, respectively.

Current wording

Three months ended September 30, 2025 Versus 2024. Wholesale sales and revenues increased by $391 million to $1.2 billion during the three months ended September 30, 2025, compared to $786 million during the three months ended September 30, 2024. The increase in revenue was primarily due to an increase in the number of wholesale units sold to 80,369 from 56,487 during the three months ended September 30, 2025 and 2024, respectively, driven by an increase in overall vehicle acquisitions compared to the prior year. Additionally, wholesale revenue per wholesale unit sold increased to $11,721 from $9,861 during the three months ended September 30, 2025 and 2024, respectively, and wholesale marketplace revenues increased to $235 million from $229 million, during the three months ended September 30, 2025 and 2024, respectively, driven by an increase in wholesale marketplace units transacted to 260,805 from 234,361, respectively during the same period.

Previous wording

Six months ended June 30, 2025 Versus 2024. Wholesale sales and revenues increased by $510 million to $1.9 billion during the six months ended June 30, 2025, compared to $1.4 billion during the six months ended June 30, 2024. The increase in revenue was primarily due to an increase in the number of wholesale units sold to 136,224 from 94,523 during the six months ended June 30, 2025 and 2024, respectively. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. Additionally, wholesale revenue per wholesale unit sold increased to $10,336 from $9,585 during the six months ended June 30, 2025 and 2024, respectively.

Current wording

Nine months ended September 30, 2025 Versus 2024. Wholesale sales and revenues increased by $901 million to $3.1 billion during the nine months ended September 30, 2025, compared to $2.2 billion during the nine months ended September 30, 2024. The increase in revenue was primarily due to an increase in the number of wholesale units sold to 216,593 from 151,010 during the nine months ended September 30, 2025 and 2024, respectively, driven by an increase in overall vehicle acquisitions compared to the prior year. Additionally, wholesale revenue per wholesale unit sold increased to $10,850 from $9,688 during the nine months ended September 30, 2025 and 2024, respectively, and wholesale marketplace revenues increased to $714 million from $700 million, during the nine months ended September 30, 2025 and 2024, respectively, driven by an increase in wholesale marketplace units transacted to 768,185 from 724,143, respectively during the same period.

Previous wording

Three months ended June 30, 2025 Versus 2024. Other sales and revenues increased by $132 million to $411 million during the three months ended June 30, 2025, compared to $279 million during the three months ended June 30, 2024. The increase was primarily due to an increase in gain on loan sales as a result of increased retail units sold, more loan sales, and higher loan sale spreads during the three months ended June 30, 2025.

Current wording

Three months ended September 30, 2025 Versus 2024. Other sales and revenues increased by $148 million to $474 million during the three months ended September 30, 2025, compared to $326 million during the three months ended September 30, 2024. The increase in revenue was primarily due to an increase in gain on loan sales, as a result of increased retail units sold and loan sale volume, and to higher VSC conversion rates during the three months ended September 30, 2025.

Previous wording

Six months ended June 30, 2025 Versus 2024. Other sales and revenues increased by $292 million to $800 million during the six months ended June 30, 2025, compared to $508 million during the six months ended June 30, 2024. The increase was primarily due to an increase in gain on loan sales as a result of increased retail units sold, more loan sales, and higher loan sale spreads during the six months ended June 30, 2025.

Current wording

Nine months ended September 30, 2025 Versus 2024. Other sales and revenues increased by $440 million to $1.3 billion during the nine months ended September 30, 2025, compared to $834 million during the nine months ended September 30, 2024. The increase in revenue was primarily due to an increase in gain on loan sales, as a result of increased retail units sold, loan sale volume, and loan sale spreads, and to higher VSC conversion rates during the nine months ended September 30, 2025.

Previous wording

Six months ended June 30, 2025 versus 2024. Retail vehicle gross profit increased by $320 million to $950 million during the six months ended June 30, 2025, compared to $630 million during the six months ended June 30, 2024. This increase was driven primarily by an increase in the number of retail vehicles sold to 277,178 from 193,318 during the six months ended June 30, 2025 and 2024, respectively. Additionally, retail vehicle gross profit per unit increased to $3,427 for the six months ended June 30, 2025, compared to $3,259 for the six months ended June 30, 2024. The per unit increase was primarily driven by lower reconditioning and inbound transport costs and lower depreciation rates, partially offset by lower spreads between retail market and wholesale market prices during the six months ended June 30, 2025.

Current wording

Nine months ended September 30, 2025 versus 2024. Retail vehicle gross profit increased by $479 million to $1.5 billion during the nine months ended September 30, 2025, compared to $1.0 billion during the nine months ended September 30, 2024. This increase was driven primarily by an increase in the number of retail vehicles sold to 433,119 from 301,969 during the nine months ended September 30, 2025 and 2024, respectively. Additionally, retail vehicle gross profit per unit increased to $3,438 for the nine months ended September 30, 2025, compared to $3,345 for the nine months ended September 30, 2024. The per unit increase was primarily driven by lower reconditioning and inbound transport costs and lower retail depreciation rates, partially offset by lower spreads between retail market and wholesale market prices during the nine months ended September 30, 2025.

Previous wording

Three months ended June 30, 2025 versus 2024. Wholesale gross profit increased by $43 million to $132 million during the three months ended June 30, 2025, compared to $89 million during the three months ended June 30, 2024. This increase was primarily driven by an increase in wholesale units sold to 72,770 from 50,368 for the three months ended June 30, 2025 and 2024, respectively, along with an increase in wholesale vehicle gross profit per wholesale unit to $1,086 from $953, respectively. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in wholesale vehicle gross profit per wholesale unit was primarily a result of lower vehicle acquisition costs relative to sales prices during the three months ended June 30, 2025. Additionally, the increase was driven by an increase in wholesale marketplace gross profit by $12 million to $53 million during the three months ended June 30, 2025, compared to $41 million for the three months ended June 30, 2024, due to an increase in the number of wholesale marketplace units transacted to 258,756 from 247,135 during the three months ended June 30, 2025 and 2024, respectively.

Current wording

Three months ended September 30, 2025 versus 2024. Wholesale gross profit increased by $34 million to $135 million during the three months ended September 30, 2025, compared to $101 million during the three months ended September 30, 2024. This increase was primarily driven by an increase in wholesale units sold to 80,369 from 56,487 for the three months ended September 30, 2025 and 2024, respectively, partially offset by a decrease in wholesale vehicle gross profit per wholesale unit to $1,033 from $1,080, respectively. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease in wholesale vehicle gross profit per wholesale unit was primarily a result of higher vehicle acquisition costs relative to sales prices during the three months ended September 30, 2025. Additionally, the increase was driven by an increase in wholesale marketplace gross profit by $12 million to $52 million during the three months ended September 30, 2025, compared to $40 million for the three months ended September 30, 2024, due to an increase in the number of wholesale marketplace units transacted to 260,805 from 234,361 during the three months ended September 30, 2025 and 2024, respectively.

Previous wording

Six months ended June 30, 2025 versus 2024. Wholesale gross profit increased by $75 million to $243 million during the six months ended June 30, 2025, compared to $168 million during the six months ended June 30, 2024. This increase was primarily driven by an increase in wholesale units sold to 136,224 from 94,523 for the six months ended June 30, 2025 and 2024, respectively, along with an increase in wholesale vehicle gross profit per wholesale unit to $1,050 from $994, respectively. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in wholesale vehicle gross profit per wholesale unit was primarily a result of lower vehicle acquisition costs relative to sales prices during the six months ended June 30, 2025. Additionally, the increase was driven by an increase in wholesale marketplace gross profit by $26 million to $100 million during the six months ended June 30, 2025, compared to $74 million for the six months ended June 30, 2024, due to an increase in the number of wholesale marketplace units sold to 507,380 from 489,782 during the six months ended June 30, 2025 and 2024, respectively.

Current wording

Nine months ended September 30, 2025 versus 2024. Wholesale gross profit increased by $109 million to $378 million during the nine months ended September 30, 2025, compared to $269 million during the nine months ended September 30, 2024. This increase was primarily driven by an increase in wholesale units sold to 216,593 from 151,010 for the nine months ended September 30, 2025 and 2024, respectively, along with an increase in wholesale vehicle gross profit per wholesale unit to $1,043 from $1,026, respectively. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase in wholesale vehicle gross profit per wholesale unit was primarily a result of lower vehicle acquisition costs relative to sales prices during the nine months ended September 30, 2025. Additionally, the increase was driven by an increase in wholesale marketplace gross profit by $38 million to $152 million during the nine months ended September 30, 2025, compared to $114 million for the nine months ended September 30, 2024, due to an increase in the number of wholesale marketplace units sold to 768,185 from 724,143 during the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Selling, general and administrative expenses increased by $96 million to $551 million during the three months ended June 30, 2025, compared to $455 million during the three months ended June 30, 2024, primarily due to higher employee headcount, advertising, and other SG&A expenses, primarily associated with higher retail units sold. Selling, general and administrative expenses increased by $175 million to $1.1 billion during the six months ended June 30, 2025, compared to $911 million during the six months ended June 30, 2024, primarily due to higher employee headcount, other SG&A expenses, and advertising, primarily associated with higher retail units sold.

Current wording

Selling, general and administrative expenses increased by $126 million to $595 million during the three months ended September 30, 2025, compared to $469 million during the three months ended September 30, 2024, primarily due to higher advertising, employee headcount, and other SG&A expenses, primarily associated with higher retail units sold. Selling, general and administrative expenses increased by $301 million to $1.7 billion during the nine months ended September 30, 2025, compared to $1.4 billion during the nine months ended September 30, 2024, primarily due to higher employee headcount, advertising, and other SG&A expenses, primarily associated with higher retail units sold.

Previous wording

Other operating expense, net was $2 million and $1 million for the three months ended June 30, 2025 and 2024, respectively, and $2 million for each of the six months ended June 30, 2025 and 2024.

Current wording

Other operating expense, net was $1 million for each of the three months ended September 30, 2025 and 2024 and $3 million for each of the nine months ended September 30, 2025 and 2024.

Previous wording

Interest expense, net decreased by $30 million to $143 million during the three months ended June 30, 2025 compared to $173 million during the three months ended June 30, 2024, and decreased by $64 million to $282 million during the six months ended June 30, 2025, compared to $346 million during the six months ended June 30, 2024, primarily due to higher interest income, lower interest on the Senior Secured Notes as a result of repurchases and our election to pay cash interest on the 2028 and 2030 Senior Secured Notes (each as defined in Note 9 — Debt Instruments), and lower Finance Receivable Facilities and Floor Plan Facility interest expense as a result of lower average balances during the three and six months ended June 30, 2025.

Current wording

Interest expense, net decreased by $32 million to $125 million during the three months ended September 30, 2025 compared to $157 million during the three months ended September 30, 2024, and decreased by $96 million to $407 million during the nine months ended September 30, 2025, compared to $503 million during the nine months ended September 30, 2024, primarily due to lower interest on the Senior Secured Notes as a result of repurchases and our election to pay cash interest on the 2028 and 2030 Senior Secured Notes (each as defined in Note 9 — Debt Instruments), higher interest income, and lower Finance Receivable Facilities and Floor Plan Facility interest expense as a result of lower average balances and effective interest rates during the three and nine months ended September 30, 2025.

Previous wording

Loss on debt extinguishment was zero and $2 million during the three and six months ended June 30, 2025, respectively, due to the repurchase of $52 million of principal amount of 2028 Senior Secured Notes in the open market for $55 million during the three months ended March 31, 2025, which included less than $1 million of accrued interest and pro-rata write-offs of unamortized debt issuance costs and unamortized premium. Loss on debt extinguishment was $2 million during the three and six months ended June 30, 2024 due to the repurchase of $250 million of 2028 Senior Secured Notes in the open market for $259 million during the three months ended June 30, 2024, which included $7 million of accrued interest and $1 million in pro-rata write-offs of unamortized debt issuance costs and unamortized premium.

Current wording

Loss on debt extinguishment was $14 million and $16 million during the three and nine months ended September 30, 2025, respectively, due to the voluntary redemption of $559 million of principal amount of 2028 Senior Secured Notes for $578 million during the three months ended September 30, 2025, which included $13 million of premium, $6 million of accrued interest, and $1 million of pro-rata write-offs of unamortized debt issuance costs and unamortized premium, and due to the repurchase of $52 million of principal amount of 2028 Senior Secured Notes in the open market for $55 million during the three months ended March 31, 2025, which included less than $1 million of accrued interest and pro-rata write-offs of unamortized debt issuance costs and unamortized premium. Loss on debt extinguishment was $4 million and $6 million during the three and nine months ended September 30, 2024, respectively, due to the repurchase of $100 million of principal amount of 2028 Senior

Previous wording

Other expense (income), net changed by $25 million to expense of $60 million during the three months ended June 30, 2025, compared to expense of $35 million during the three months ended June 30, 2024. The change was primarily due to a $35 million decrease in the fair value of Root Warrants, a $25 million TRA expense, and a $4 million lower increase in the fair value of our beneficial interests in securitizations. Other expense (income), net changed by $10 million to income of $62 million during the six months ended June 30, 2025, compared to an income of $52 million during the six months ended June 30, 2024. The change was primarily due to a $123 million increase in the fair value of our Root Warrants, partially offset by a $65 million TRA expense and a $10 million lower increase in the fair value of our beneficial interests in securitizations.

Current wording

Other expense (income), net changed by $125 million to expense of $154 million during the three months ended September 30, 2025, compared to expense of $29 million during the three months ended September 30, 2024. The change was primarily due to a $120 million decrease in the fair value of Root Warrants and a $40 million TRA expense, partially offset by a $5 million higher increase in the fair value of our beneficial interests in securitizations and purchase price adjustment receivables during the three months ended September 30, 2025. Other expense (income), net changed by $115 million to expense of $92 million during the nine months ended September 30, 2025, compared to income of $23 million during the nine months ended September 30, 2024. The change was primarily due to a $105 million TRA expense, $3 million increase in the fair value of our Root Warrants, and a $6 million lower increase in the fair value of our beneficial interests in securitizations and purchase price adjustment receivables during the nine months ended September 30, 2025.

Previous wording

Income tax provision changed by $1 million to a provision of zero during the three months ended June 30, 2025, compared to a provision of $1 million during the three months ended June 30, 2024. Income tax provision changed by $2 million to a provision of $2 million during the six months ended June 30, 2025, compared to a provision of zero during the six months ended June 30, 2024.

Current wording

Income tax benefit changed by $3 million to a benefit of $4 million during the three months ended September 30, 2025, compared to a benefit of $1 million during the three months ended September 30, 2024. Income tax benefit changed by $1 million to a benefit of $2 million during the nine months ended September 30, 2025, compared to a benefit of $1 million during the nine months ended September 30, 2024.

Previous wording

Adjusted EBITDA is defined as net income plus (minus) income tax provision, interest 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, loss on debt extinguishment, and other expense (income), net, minus revenue related to our Root Warrants. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of total revenues.

Current wording

Adjusted EBITDA is defined as net income plus (minus) income tax (benefit), interest 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, loss on debt extinguishment, and other expense (income), net, minus revenue related to our Root Warrants. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of total revenues.

Previous wording

On July 19, 2023, the Company entered into an agreement (the "Distribution Agreement") to establish an ATM Program, and on July 31, 2024, the Company refreshed the ATM Program by entering into an Amended and Restated Distribution Agreement with Barclays Capital Inc., Citigroup Global Markets Inc., Moelis & Company LLC, and Virtu Americas LLC. On February 19, 2025, the Company further refreshed the ATM Program by entering into a Second Amended and Restated Distribution Agreement with Barclays Capital Inc., Citigroup Global Markets Inc., and Virtu Americas LLC. Under the ATM Program as of June 30, 2025, the Company could sell up to the greater of (i) shares of Class A common stock representing an aggregate offering price of $1.0 billion, or (ii) an aggregate of 21 million shares of Class A common stock, from time to time. There was no activity pursuant to the ATM Program during the three and six months ended June 30, 2025.

Current wording

On July 19, 2023, the Company entered into an agreement (the "Distribution Agreement") to establish an ATM Program, and on July 31, 2024, the Company refreshed the ATM Program by entering into an Amended and Restated Distribution Agreement with Barclays Capital Inc., Citigroup Global Markets Inc., Moelis & Company LLC, and Virtu Americas LLC. On February 19, 2025, the Company further refreshed the ATM Program by entering into a Second Amended and Restated Distribution Agreement with Barclays Capital Inc., Citigroup Global Markets Inc., and Virtu Americas LLC. Under the ATM Program, the Company may sell up to the greater of (i) shares of Class A common stock representing an aggregate offering price of $1.0 billion, or (ii) an aggregate of 21 million shares of Class A common stock, from time to time. As of September 30, 2025, $461 million of registered aggregate offering price remained available to be sold under the ATM Program. During the three months ended September 30, 2025, we issued 1.5 million shares of Class A common stock at a weighted-average issuance price per share of $364.93, for gross proceeds of $539 million. However, there can be no assurance that we will sell further shares of Class A common stock through the ATM Program or otherwise.

Previous wording

Subject to the restrictions in the indentures governing the Senior Secured Notes, we or our affiliates have and may again, at any time, and from time to time, repurchase shares of our Class A common stock, our Senior Unsecured Notes, our Senior Secured Notes, or any other securities we may issue, from time to time, in open market transactions, privately negotiated transactions, in exchange for property or other securities or otherwise. In addition, subject to the restrictions in the indentures governing the Senior Secured Notes and the terms of such notes and our Senior Unsecured Notes, we may redeem all or portions of such notes. During the three and six months ended June 30, 2025, we repurchased and cancelled zero and $52 million, respectively, of principal amount of 2028 Senior Secured Notes. Any additional repurchase or redemption decisions will be made after consideration of market conditions and liquidity needs and will be upon such terms and at such prices as we determine appropriate. However, there is no guarantee that a repurchase or redemption will take place.

Current wording

Subject to the restrictions in the indentures governing the Senior Secured Notes, we or our affiliates have and may again, at any time, and from time to time, repurchase shares of our Class A common stock, our Senior Unsecured Notes, our Senior Secured Notes, or any other securities we may issue, from time to time, in open market transactions, privately negotiated transactions, in exchange for property or other securities or otherwise. In addition, subject to the restrictions in the indentures governing the Senior Secured Notes and the terms of such notes and our Senior Unsecured Notes, we may redeem all or portions of such notes. During the three months ended September 30, 2025, as permitted by the indenture, the Company voluntarily redeemed $559 million of principal amount of the 2028 Senior Secured Notes for $578 million which included $13 million of premium and $6 million of accrued interest. Further, during the nine months ended September 30, 2025, the Company repurchased $52 million of principal amount of the 2028 Senior Secured Notes in the open market for $55 million, which included less than $1 million of accrued interest. Any additional repurchase or redemption decisions will be made after consideration of market conditions and liquidity needs and will be upon such terms and at such prices as we determine appropriate or as required under the indenture governing the applicable notes. However, there is no guarantee that a repurchase or redemption will take place.

Previous wording

As of June 30, 2025 and December 31, 2024, the short-term revolving facilities had a total commitment of $4.2 billion each period, an outstanding balance of $72 million and $67 million, respectively, and unused capacity of $4.1 billion each period.

Current wording

As of September 30, 2025 and December 31, 2024, the short-term revolving facilities had a total commitment of $5.0 billion and $4.2 billion, respectively, an outstanding balance of $73 million and $67 million, respectively, and unused capacity of $4.9 billion and $4.1 billion, respectively.

Previous wording

Additionally, in January 2025, and subsequently in April 2025, we amended our Master Purchase and Sale Agreement to, among other things, reestablish the commitment by the purchaser to purchase up to $4.0 billion of principal balances of finance receivables between April 30, 2025 and April 29, 2026. See Note 7 — Finance Receivable Sale Agreements of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q.

Current wording

Additionally, in January 2025, and subsequently in April 2025, we amended our Ally Master Purchase and Sale Agreement to, among other things, reestablish the commitment by Ally to purchase up to $4.0 billion of principal balances of finance receivables between April 30, 2025 and April 29, 2026. On October 28, 2025, the Ally MPSA was further amended to, among other things, increase the commitment by Ally to purchase up to $6.0 billion of principal balance of finance receivables between

Previous wording

As of June 30, 2025 and December 31, 2024, our outstanding principal amount of indebtedness was $5.6 billion and $5.5 billion, respectively, and is summarized in the table below. See Note 9 — Debt Instruments included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further information on our debt.

Current wording

As of September 30, 2025 and December 31, 2024, our outstanding principal amount of indebtedness was $5.1 billion and $5.5 billion, respectively, and is summarized in the table below. See Note 9 — Debt Instruments included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further information on our debt.

Previous wording

(1) Includes $112 million and $105 million of accrued paid-in-kind ("PIK") interest as of June 30, 2025 and December 31, 2024, respectively. Accrued PIK interest increases the principal amount of Senior Secured Notes on each semi-annual interest payment date.

Current wording

(1) Includes zero and $105 million of accrued paid-in-kind ("PIK") interest as of September 30, 2025 and December 31, 2024, respectively. Accrued PIK interest increases the principal amount of Senior Secured Notes on each semi-annual interest payment date.

Previous wording

The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the six months ended June 30, 2025 and 2024:

Current wording

The following table presents a summary of our consolidated cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 and 2024: