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 2024. 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, 2026, to sell 3.1 million retail vehicles, generating $97.9 billion in total revenue since inception in 2012 through June 30, 2026.

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 38 million used auto retail transactions in the United States ("U.S.") in 2025 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 2025. 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, 2026, to sell 3.4 million retail vehicles, generating $105.9 billion in total revenue since inception in 2012 through September 30, 2026.

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 77,000 total website units that we offer for sale as of June 30, 2026. We leverage our patented, automated photo technology to offer an annotated virtual vehicle tour, which includes a 360-degree view of the interior and exterior of the actual vehicle and allows customers to view vehicle imperfections through high-definition photography. 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 87,000 total website units that we offer for sale as of September 30, 2026. We leverage our patented, automated photo technology to offer an annotated virtual vehicle tour, which includes a 360-degree view of the interior and exterior of the actual vehicle and allows customers to view vehicle imperfections through high-definition photography. 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, 2026, customers rated us an average of 4.6 out of 5.0 from over 278,000 surveys on our website since inception, fostering repeat business and a strong referral network.

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, 2026, customers rated us an average of 4.6 out of 5.0 from over 291,000 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, 2026, the number of vehicles we sold to retail customers increased by 37.7% to 197,325, compared to 143,280 in the three months ended June 30, 2025. During the six months ended June 30, 2026, the number of vehicles we sold to retail customers increased by 38.8% to 384,718, compared to 277,178 in the six months ended June 30, 2025.

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, 2026, the number of vehicles we sold to retail customers increased by 39.4% to 217,385, compared to 155,941 in the three months ended September 30, 2025. During the nine months ended September 30, 2026, the number of vehicles we sold to retail customers increased by 39.0% to 602,103, compared to 433,119 in the nine months ended September 30, 2025.

Previous wording

Our largest source of revenue, retail vehicle sales, totaled $5.5 billion and $3.4 billion during the three months ended June 30, 2026 and 2025, respectively, and $10.3 billion and $6.4 billion during the six months ended June 30, 2026 and 2025, respectively. We generally expect retail vehicle sales to trend proportionately with retail units sold, absent any material changes in macroeconomic conditions. 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, depending on the structure of the partnership, may receive net revenue treatment.

Current wording

Our largest source of revenue, retail vehicle sales, totaled $6.1 billion and $4.0 billion during the three months ended September 30, 2026 and 2025, respectively, and $16.5 billion and $10.4 billion during the nine months ended September 30, 2026 and 2025, respectively. We generally expect retail vehicle sales to trend proportionately with retail units sold, absent any material changes in macroeconomic conditions. 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, depending on the structure of the partnership, may receive net revenue treatment.

Previous wording

Wholesale sales and revenues include 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 $1.3 billion and $1.0 billion during the three months ended June 30, 2026 and 2025, respectively, and $2.4 billion and $1.9 billion during the six months ended June 30, 2026 and 2025, respectively. We generally expect wholesale sales to trend proportionately with retail units sold through inventory we acquire via trade-ins and from customers who wish to sell us a car independent of a retail sale and with the movement of wholesale marketplace units. 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 include 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 $1.3 billion and $1.2 billion during the three months ended September 30, 2026 and 2025, respectively, and $3.7 billion and $3.1 billion during the nine months ended September 30, 2026 and 2025, respectively. We generally expect wholesale sales to trend proportionately with retail units sold through inventory we acquire via trade-ins and from customers who wish to sell us a car independent of a retail sale and with the movement of wholesale marketplace units. 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 $526 million and $411 million during the three months ended June 30, 2026 and 2025, respectively, and $1.1 billion and $800 million during the six months ended June 30, 2026 and 2025, respectively. We generally expect other sales and revenues to trend proportionately with retail units sold. 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 $594 million and $474 million during the three months ended September 30, 2026 and 2025, respectively, and $1.6 billion and $1.3 billion during the nine months ended September 30, 2026 and 2025, 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 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 car dealerships and general macroeconomic and used car industry conditions, including inflationary pressures and benchmark interest rates, as well as those conditions that could arise from the global trade and geopolitical 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.

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 car dealerships and general macroeconomic and used car industry conditions, including inflationary pressures and benchmark interest rates, as well as those conditions that could arise from the global trade and geopolitical environment. Higher interest rates and inflation can reduce vehicle affordability by increasing customers’ financing costs and monthly payments and reducing their disposable income. 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.

Previous wording

Wholesale sales and revenues include the aggregate proceeds we receive on vehicles we acquire and sell to wholesalers and wholesale marketplace revenues. The vehicles we sell to wholesalers are primarily acquired from customers who sell a vehicle to us without purchasing a retail vehicle and from our customers who trade in their existing vehicles when making a purchase from us. Factors affecting wholesale sales and revenues include the number of wholesale units sold and the average wholesale selling price of these vehicles, and macroeconomic conditions, including those that could arise from the global trade and geopolitical environment. The average selling price of our wholesale units is primarily driven by the mix of vehicles we sell to wholesalers, as well as general supply and demand conditions in the applicable wholesale vehicle market, including the level of depreciation in the wholesale vehicle market. Wholesale sales and revenues include aggregate proceeds we receive on vehicles sold to DriveTime through competitive online auctions that are managed by an unrelated third party and through the Company's wholesale marketplace platform. Wholesale marketplace revenues include fees paid by third parties related to the sale of wholesale marketplace units by third-party sellers or Carvana to buyers through our wholesale marketplace platform, including auction fees and related services revenue.

Current wording

Wholesale sales and revenues include the aggregate proceeds we receive on vehicles we acquire and sell to wholesalers and wholesale marketplace revenues. The vehicles we sell to wholesalers are primarily acquired from customers who sell a vehicle to us without purchasing a retail vehicle and from our customers who trade in their existing vehicles when making a purchase from us. Factors affecting wholesale sales and revenues include the number of wholesale units sold and the average wholesale selling price of these vehicles, and macroeconomic conditions, including those that could arise from the global trade and geopolitical environment. The average selling price of our wholesale units is primarily driven by the mix of vehicles we sell to wholesalers, as well as general supply and demand conditions in the applicable wholesale vehicle market, including the level of depreciation in the wholesale vehicle market. Wholesale sales and revenues include aggregate proceeds we receive on vehicles sold to DriveTime through competitive online auctions that are managed by an unrelated third party and through the Company's wholesale marketplace platform. Wholesale marketplace revenues include fees paid by buyers and sellers, including DriveTime, related to the sale of wholesale marketplace units by sellers, including DriveTime or Carvana, to buyers through our wholesale marketplace platform, including auction fees and related services revenue.

Previous wording

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.

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

The number of loans we originate is driven by the number of retail vehicles sold and the percentage of our sales for which we provide financing, which is influenced by the financing terms we offer our customers relative to alternatives available to the customer. The average principal balance is driven primarily by the mix of vehicles we sell, since higher average selling prices typically mean higher average balances. The price at which we sell the loan is driven by the terms of our securitization transactions and forward-flow arrangement, applicable interest rates, and whether or not the loan includes GAP waiver coverage.

Current wording

The number of loans we originate is driven by the number of retail vehicles sold and the percentage of our sales for which we provide financing, which is influenced by the financing terms we offer our customers relative to alternatives available to the customer. The average principal balance is driven primarily by the mix of vehicles we sell, since higher average selling prices typically mean higher average balances. The price at which we sell the loan is driven by the terms of our securitization transactions and forward-flow arrangement, applicable interest rates, and whether or not the loan includes GAP waiver coverage. Changes in benchmark interest rates and investor demand for asset-backed securities that are not reflected in the rates we charge customers may compress or expand our loan sale spreads in the short term.

Previous wording

Cost of sales includes the cost to acquire, recondition, and transport vehicles associated with preparing them for resale, and wholesale marketplace cost of sales. Vehicle acquisition costs are driven by the mix of vehicles we acquire, the source of those vehicles, and supply-and-demand dynamics in the vehicle market. Reconditioning costs consist of direct costs, including parts, labor, and third-party repair expenses directly attributable to specific vehicles, as well as indirect costs, such as IRC and auction site overhead. Transportation costs consist of costs incurred to transport the vehicles from the point of acquisition to the IRC or other site. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Wholesale marketplace cost of sales include costs related to the sale of wholesale marketplace units by third-party sellers through our wholesale marketplace platform, including labor, rent, depreciation and amortization.

Current wording

Cost of sales includes the cost to acquire, recondition, and transport vehicles associated with preparing them for resale, and wholesale marketplace cost of sales. Vehicle acquisition costs are driven by the mix of vehicles we acquire, the source of those vehicles, and supply-and-demand dynamics in the vehicle market, which may be affected by inflation and tariffs. Reconditioning costs consist of direct costs, including parts, labor, and third-party repair expenses directly attributable to specific vehicles, as well as indirect costs, such as IRC and auction site overhead. Transportation costs consist of costs incurred to transport the vehicles from the point of acquisition to the IRC or other site. Cost of sales also includes any necessary adjustments to reflect vehicle inventory at the lower of cost or net realizable value. Wholesale marketplace cost of sales include costs related to the sale of wholesale marketplace units by third-party sellers through our wholesale marketplace platform, including labor, rent, depreciation and amortization.

Previous wording

Interest expense, net includes interest incurred on our various tranches of Senior Secured Notes and Senior Unsecured Notes, our Floor Plan Facility, and our Finance Receivable Facilities (each as defined in Note 9 — Debt Instruments of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q), as well as our finance leases, and long-term debt, which are used to fund general working capital, our inventory, our transportation fleet, and certain of our property and equipment. Interest expense, net also includes amortization of capitalized debt issuance costs, which is offset by amortization of debt premium and interest income earned on cash and cash equivalents. Interest expense, net excludes the interest incurred during various construction projects to build, upgrade or remodel certain facilities, which is capitalized to property and equipment and depreciated over the estimated useful lives of the related assets.

Current wording

Interest expense, net includes interest incurred on our various tranches of Senior Secured Notes and Senior Unsecured Notes, our Term Loan B, including the effective portion of our interest rate swap, our Floor Plan Facility, and our Finance Receivable Facilities (each as defined in Note 9 — Debt Instruments of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q), as well as our finance leases, and long-term debt, which are used to fund general working capital, our inventory, our transportation fleet, and certain of our property and equipment. Interest expense, net also includes amortization of capitalized debt issuance costs, which is offset by amortization of debt premium and interest income earned on cash and cash equivalents. Interest expense, net excludes the interest incurred during various construction projects to build, upgrade or remodel certain facilities, which is capitalized to property and equipment and depreciated over the estimated useful lives of the related assets.

Previous wording

Other expense (income), net includes changes in fair value on our beneficial interests in securitizations, purchase price adjustment receivables, and fair value adjustments related to our warrants to acquire common stock of other entities as discussed in Note 17 — Fair Value of Financial Instruments of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q. Other expense (income), net also includes expense related to our Tax Receivable Agreement ("TRA") liability. Refer to Note 14 — Income Taxes for further discussion of the TRA.

Current wording

Other expense, net includes changes in fair value on our beneficial interests in securitizations, purchase price adjustment receivables, and fair value adjustments related to our warrants to acquire common stock of other entities as discussed in Note 17 — Fair Value of Financial Instruments of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q. Other expense, net also includes expense related to our Tax Receivable Agreement ("TRA") liability. Refer to Note 14 — Income Taxes for further discussion of the TRA.

Previous wording

(1) Includes $13, $9, $26 and $17, respectively, of wholesale sales and revenues from related parties.

Current wording

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

Previous wording

(2) Includes $117, $83, $231 and $155, respectively, of other sales and revenues from related parties.

Current wording

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

Previous wording

Three months ended June 30, 2026 versus 2025. Retail vehicle sales increased by $2.1 billion to $5.5 billion during the three months ended June 30, 2026, compared to $3.4 billion during the three months ended June 30, 2025. The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 197,325 from 143,280 during the three months ended June 30, 2026 and 2025, respectively, and an increase in retail revenue per retail unit sold to $27,908 from $23,765 in the prior year, primarily due to lower retail marketplace units sold as a share of total retail units sold and overall appreciation in the retail market.

Current wording

Three months ended September 30, 2026 versus 2025. Retail vehicle sales increased by $2.1 billion to $6.1 billion during the three months ended September 30, 2026, compared to $4.0 billion during the three months ended September 30, 2025. The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 217,385 from 155,941 during the three months ended September 30, 2026 and 2025, respectively, and an increase in retail revenue per retail unit sold to $28,263 from $25,625 in the prior year, primarily due to overall appreciation in the retail market and lower retail marketplace units sold as a share of total retail units sold.

Previous wording

Six months ended June 30, 2026 versus 2025. Retail vehicle sales increased by $4.0 billion to $10.3 billion during the six months ended June 30, 2026, compared to $6.4 billion during the six months ended June 30, 2025. The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 384,718 from 277,178 during the six months ended June 30, 2026 and 2025, respectively, and an increase in retail revenue per retail unit sold to $26,864 from $23,036 in the prior year, primarily due to lower retail marketplace units sold as a share of total retail units sold and overall appreciation in the retail market.

Current wording

Nine months ended September 30, 2026 versus 2025. Retail vehicle sales increased by $6.1 billion to $16.5 billion during the nine months ended September 30, 2026, compared to $10.4 billion during the nine months ended September 30, 2025. The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 602,103 from 433,119 during the nine months ended September 30, 2026 and 2025, respectively, and an increase in retail revenue per retail unit sold to $27,369 from $23,968 in the prior year, primarily due to lower retail marketplace units sold as a share of total retail units sold and overall appreciation in the retail market.

Previous wording

Three months ended June 30, 2026 versus 2025. Wholesale sales and revenues increased by $319 million to $1.3 billion during the three months ended June 30, 2026, compared to $1.0 billion during the three months ended June 30, 2025. The increase in revenue was primarily due to an increase in the number of wholesale units sold to 105,052 from 72,770 during the three months ended June 30, 2026 and 2025, respectively, driven by an increase in overall vehicle acquisitions compared to the prior year, partially offset by a decrease in wholesale marketplace revenues.

Current wording

Three months ended September 30, 2026 versus 2025. Wholesale sales and revenues increased by $125 million to $1.3 billion during the three months ended September 30, 2026, compared to $1.2 billion during the three months ended September 30, 2025. The increase in revenue was primarily due to an increase in the number of wholesale units sold to 111,119 from 80,369 during the three months ended September 30, 2026 and 2025, respectively, driven by an increase in overall vehicle acquisitions compared to the prior year, partially offset by a decrease in wholesale revenue per wholesale unit sold to $9,854 from $11,721 during the three months ended September 30, 2026 and 2025, respectively, and by a decrease in wholesale marketplace revenues.

Previous wording

Six months ended June 30, 2026 Versus 2025. Wholesale sales and revenues increased by $534 million to $2.4 billion during the six months ended June 30, 2026, compared to $1.9 billion during the six months ended June 30, 2025. The increase in revenue was primarily due to an increase in the number of wholesale units sold to 188,626 from 136,224 during the six months ended June 30, 2026 and 2025, respectively, driven by an increase in overall vehicle acquisitions compared to the prior year, partially offset by a decrease in wholesale marketplace revenues.

Current wording

Nine months ended September 30, 2026 versus 2025. Wholesale sales and revenues increased by $659 million to $3.7 billion during the nine months ended September 30, 2026, compared to $3.1 billion during the nine months ended September 30, 2025. The increase in revenue was primarily due to an increase in the number of wholesale units sold to 299,745 from 216,593 during the nine months ended September 30, 2026 and 2025, respectively, driven by an increase in overall vehicle acquisitions compared to the prior year, partially offset by a decrease in wholesale revenue per wholesale unit sold to $10,262 from $10,850 during the nine months ended September 30, 2026 and 2025, respectively, and by a decrease in wholesale marketplace revenues.

Previous wording

Three months ended June 30, 2026 versus 2025. Other sales and revenues increased by $115 million to $526 million during the three months ended June 30, 2026, compared to $411 million during the three months ended June 30, 2025. The increase in revenue was primarily due to an increase in gain on loan sales as a result of increased retail units sold and loan sale volume, partially offset by lower loan sale spreads, and to higher VSC and GAP conversion rates during the three months ended June 30, 2026.

Current wording

Three months ended September 30, 2026 versus 2025. Other sales and revenues increased by $120 million to $594 million during the three months ended September 30, 2026, compared to $474 million during the three months ended September 30, 2025. The increase in revenue was primarily due to an increase in gain on loan sales as a result of increased retail units sold and loan sale volume, partially offset by lower loan sale spreads, and to higher VSC, auto insurance, and GAP commissions during the three months ended September 30, 2026.

Previous wording

Six months ended June 30, 2026 Versus 2025. Other sales and revenues increased by $252 million to $1.1 billion during the six months ended June 30, 2026, compared to $800 million during the six months ended June 30, 2025. The increase in revenue was primarily due to an increase in gain on loan sales as a result of increased retail units sold and loan sale volume, partially offset by lower loan sale spreads, and to higher VSC and GAP conversion rates during the six months ended June 30, 2026.

Current wording

Nine months ended September 30, 2026 versus 2025. Other sales and revenues increased by $372 million to $1.6 billion during the nine months ended September 30, 2026, compared to $1.3 billion during the nine months ended September 30, 2025. The increase in revenue was primarily due to an increase in gain on loan sales as a result of increased retail units sold and loan sale volume, partially offset by lower loan sale spreads, and to higher VSC, GAP, and auto insurance commissions during the nine months ended September 30, 2026.

Previous wording

Three months ended June 30, 2026 versus 2025. Retail vehicle gross profit increased by $179 million to $700 million during the three months ended June 30, 2026, compared to $521 million during the three months ended June 30, 2025. This increase was driven primarily by an increase in the number of retail vehicles sold to 197,325 from 143,280 during the three months ended June 30, 2026 and 2025, respectively, partially offset by a $89 decrease in retail vehicle gross profit per unit.

Current wording

Three months ended September 30, 2026 versus 2025. Retail vehicle gross profit increased by $234 million to $773 million during the three months ended September 30, 2026, compared to $539 million during the three months ended September 30, 2025. This increase was driven primarily by an increase in the number of retail vehicles sold to 217,385 from 155,941 during the three months ended September 30, 2026 and 2025, respectively, and by a $100 increase in retail vehicle gross profit per unit.

Previous wording

Six months ended June 30, 2026 versus 2025. Retail vehicle gross profit increased by $343 million to $1.3 billion during the six months ended June 30, 2026, compared to $950 million during the six months ended June 30, 2025. This increase was driven primarily by an increase in the number of retail vehicles sold to 384,718 from 277,178 during the six months ended June 30, 2026 and 2025, respectively, partially offset by a $66 decrease in retail vehicle gross profit per unit.

Current wording

Nine months ended September 30, 2026 versus 2025. Retail vehicle gross profit increased by $577 million to $2.1 billion during the nine months ended September 30, 2026, compared to $1.5 billion during the nine months ended September 30, 2025. This increase was driven primarily by an increase in the number of retail vehicles sold to 602,103 from 433,119 during the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Three months ended June 30, 2026 versus 2025. Wholesale gross profit increased by $26 million to $158 million during the three months ended June 30, 2026, compared to $132 million during the three months ended June 30, 2025. This increase was primarily driven by an increase in wholesale units sold to 105,052 from 72,770 during the three months ended June 30, 2026 and 2025, respectively, partially offset by a $67 decrease in wholesale vehicle gross profit per wholesale unit and a decrease in wholesale marketplace gross profit. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Current wording

Three months ended September 30, 2026 versus 2025. Wholesale gross profit increased by $19 million to $154 million during the three months ended September 30, 2026, compared to $135 million during the three months ended September 30, 2025. This increase was primarily driven by an increase in wholesale units sold to 111,119 from 80,369 during the three months ended September 30, 2026 and 2025, respectively, partially offset by a $70 decrease in wholesale vehicle gross profit per wholesale unit and by a decrease in wholesale marketplace gross profit. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the three months ended September 30, 2026 compared to the three months ended September 30, 2025.

Previous wording

Six months ended June 30, 2026 versus 2025. Wholesale gross profit increased by $67 million to $310 million during the six months ended June 30, 2026, compared to $243 million during the six months ended June 30, 2025. This increase was primarily driven by an increase in wholesale units sold to 188,626 from 136,224 for the six months ended June 30, 2026 and 2025, respectively, along with a $106 increase in wholesale vehicle gross profit per wholesale unit and a decrease in wholesale marketplace gross profit. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

This increase was primarily driven by an increase in wholesale units sold to 299,745 from 216,593 for the nine months ended September 30, 2026 and 2025, respectively, and by a $41 increase in wholesale vehicle gross profit per wholesale unit, partially offset by a decrease in wholesale marketplace gross profit. The increase in wholesale units sold was primarily a result of an increase in overall vehicle acquisitions during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous wording

Selling, general and administrative expenses increased by $153 million to $704 million during the three months ended June 30, 2026, compared to $551 million during the three months ended June 30, 2025, primarily due to higher retail units sold which drove increases in employee headcount, advertising, market occupancy, logistics, limited warranty, and IT expenses. Selling, general and administrative expenses increased by $308 million to $1.4 billion during the six months ended June 30, 2026, compared to $1.1 billion during the six months ended June 30, 2025, primarily due to higher retail units sold which drove increases in employee headcount, advertising, market occupancy, logistics, limited warranty, and IT expenses.

Current wording

Selling, general and administrative expenses increased by $210 million to $805 million during the three months ended September 30, 2026, compared to $595 million during the three months ended September 30, 2025, primarily due to higher retail units sold which drove increases in employee headcount, advertising, market occupancy, logistics, limited warranty, fuel, and IT expenses. Selling, general and administrative expenses increased by $518 million to $2.2 billion during the nine months ended September 30, 2026, compared to $1.7 billion during the nine months ended September 30, 2025, primarily due to higher retail units sold which drove increases in employee headcount, advertising, market occupancy, logistics, limited warranty, fuel, and IT expenses.

Previous wording

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

Current wording

Other operating expense, net was $2 million during each of the three and nine months ended September 30, 2026 and $1 million and $3 million during the three and nine months ended September 30, 2025, respectively.

Previous wording

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

Current wording

Interest expense, net decreased by $27 million to $98 million during the three months ended September 30, 2026 compared to $125 million during the three months ended September 30, 2025, and decreased by $109 million to $298 million during the nine months ended September 30, 2026, compared to $407 million during the nine months ended September 30, 2025, primarily due to lower interest on the Senior Secured Notes as a result of the repurchases and redemptions of the 2028 and 2030 Senior

Previous wording

There were no debt extinguishments during the three and six months ended June 30, 2026. Loss on debt extinguishment was zero and $2 million during the three and six months ended June 30, 2025, respectively, due to the repurchase of $52 million of principal amount of 2028 Senior Secured Notes in the open market for $55 million, which included less than $1 million of accrued interest and pro-rata write-offs of unamortized debt issuance costs and unamortized premium.

Current wording

Loss on debt extinguishment was $53 million during each of the three and nine months ended September 30, 2026 due to the redemption of $1.660 billion of principal amount of 2030 Senior Secured Notes for $1.711 billion, which included $50 million of premium and $4 million of accrued interest and pro-rata write-offs of unamortized debt issuance costs and unamortized premium. 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.

Previous wording

Income tax provision was $66 million and zero during the three months ended June 30, 2026 and 2025, respectively, and $102 million and $2 million during the six months ended June 30, 2026 and 2025, respectively. Effective tax rates were 11.4% and 0.0% during the three months ended June 30, 2026 and 2025, respectively, and 10.0% and 0.3% during the six months ended June 30, 2026 and 2025, respectively. Our tax provision for interim periods is determined by using an estimated annual effective tax rate based on anticipated blended federal and state income tax rates, adjusted for discrete items arising in that quarter. Each quarter, we update the estimated annual effective tax rate and make a year-to-date adjustment to the provision. The increase in our effective tax rate was primarily due to the impact of releasing the valuation allowance on our deferred tax assets in the fourth quarter of 2025. Our effective tax rate for the three and six months ended June 30, 2026 differed from the expected U.S. federal statutory rate of 21% primarily due to income attributable to non-controlling interests and excess tax benefits related to stock-based compensation.

Current wording

Income tax provision (benefit) was a provision of $69 million compared to a benefit of $4 million during the three months ended September 30, 2026 and 2025, respectively, and a provision of $171 million compared to a benefit of $2 million during the nine months ended September 30, 2026 and 2025, respectively. Effective tax rates were 12.5% and (1.5)% during the three months ended September 30, 2026 and 2025, respectively, and 10.9% and (0.2)% during the nine months ended September 30, 2026 and 2025, respectively. Our tax provision for interim periods is determined by using an estimated annual effective tax rate based on anticipated blended federal and state income tax rates, adjusted for discrete items arising in that quarter. Each quarter, we update the estimated annual effective tax rate and make a year-to-date adjustment to the provision. The increase in our effective tax rate was primarily due to the impact of releasing the valuation allowance on our deferred tax assets in the fourth quarter of 2025. Our effective tax rate for the three and nine months ended September 30, 2026 differed from the expected U.S. federal statutory rate of 21% primarily due to income attributable to non-controlling interests and excess tax benefits related to stock-based compensation.

Previous wording

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

Current wording

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

Previous wording

We generate cash from the sale of retail vehicles, wholesale vehicles, loans we originate, VSCs, other complementary products, and auction services. We generate additional cash flows through our financing activities including our short-term revolving inventory and finance receivable facilities, equipment financing, the issuance of debt securities, and new issuances of equity. We expect to fund growth and expansion primarily through cash generated from operating activities, while retaining the option to utilize financing activities as a supplemental source if desired. We expect our primary sources of cash to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months.

Current wording

We generate cash from the sale of retail vehicles, wholesale vehicles, loans we originate, VSCs, other complementary products, and auction services. We generate additional cash flows through our financing activities including our short-term revolving inventory and finance receivable facilities, equipment financing, the issuance of debt and debt securities, and, when deemed appropriate, issuances of equity. We expect to fund growth and expansion primarily through cash generated from operating activities, while retaining the option to utilize financing activities as a supplemental source if desired. We expect our primary sources of cash to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months.

Previous wording

We consider our total liquidity resources as an input into our planning. Our total liquidity potential is composed of cash and cash equivalents, availability under existing short-term revolving credit facilities, additional capacity under the indentures governing our Senior Secured Notes, and additional unpledged securities that can be financed using traditional asset-based financing. We had the following total liquidity resources available as of June 30, 2026 and December 31, 2025:

Current wording

We consider our total liquidity resources as an input into our planning. Our total liquidity potential is composed of cash and cash equivalents, availability under existing short-term revolving credit facilities, additional capacity under the indentures governing our Senior Secured Notes and the credit agreement governing our Term Loan B, and additional unpledged securities that can be financed using traditional asset-based financing. We had the following total liquidity resources available as of September 30, 2026 and December 31, 2025:

Previous wording

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

Current wording

As of September 30, 2026 and December 31, 2025, the short-term revolving facilities had a total commitment of $5.6 billion and $5.0 billion, respectively, an outstanding balance of $71 million and $58 million, respectively, and unused capacity of $5.5 billion and $4.9 billion, respectively.

Previous wording

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 andthere can be no assurance that financing alternatives will be available to us in the future.

Current wording

Super senior debt capacity and pari passu senior debt capacity represents basket capacity to incur additional debt that could be senior or pari passu in lien priority to the collateral securing the obligations under the Senior Secured Notes and the Term Loan B, subject to the terms and conditions set forth in the indentures governing the Senior Secured Notes and the credit agreement governing the Term Loan B. The availability of such additional sources depends on many factors andthere can be no assurance that financing alternatives will be available to us in the future.

Previous wording

As of June 30, 2026 and December 31, 2025, our outstanding principal amount of indebtedness was $5.1 billion and $5.0 billion, respectively. See Note 9 — Debt Instruments included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for a detailed summary of our outstanding debt and further information on our debt.

Current wording

As of September 30, 2026 and December 31, 2025, our outstanding principal amount of indebtedness was $5.2 billion and $5.0 billion, respectively. See Note 9 — Debt Instruments included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for a detailed summary of our outstanding debt and further information on our debt.

Previous wording

We maintain several finance receivable sale arrangements to support the monetization of loans we originate. As of June 30, 2026 and December 31, 2025, we had $1.2 billion and $4.9 billion, respectively, of unused capacity under the Ally MPSA and $8.7 billion and $11.3 billion, respectively, of unused capacity under fixed pool loan purchase agreements with independent third parties. See Note 7 — Finance Receivable Sale Agreements of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details.

Current wording

We maintain several finance receivable sale arrangements to support the monetization of loans we originate. As of September 30, 2026 and December 31, 2025, we had $6.0 billion and $4.9 billion, respectively, of unused capacity under the Ally MPSA and $8.3 billion and $11.3 billion, respectively, of unused capacity under fixed pool loan purchase agreements with independent third parties. See Note 7 — Finance Receivable Sale Agreements of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details.

Previous wording

Subject to the restrictions in the indentures governing the Senior Secured and Unsecured Notes, we or our affiliates have and may again, at any time, and from time to time, repurchase or redeem shares of our Class A common stock, our Senior Notes, or any other securities we may issue, from time to time, in open market transactions, privately negotiated transactions, in exchange for property or other securities or otherwise. Any additional repurchase or redemption decisions will be made after consideration of market conditions and liquidity needs. However, there is no guarantee that a repurchase or redemption will take place. See Note 9 — Debt Instruments of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details.

Current wording

Subject to the restrictions in the indentures governing the Senior Secured and Unsecured Notes and the credit agreement governing our Term Loan B, we or our affiliates have and may again, at any time, and from time to time, repurchase or redeem shares of our Class A common stock, our Senior Notes, our Term Loan B, 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. Any additional repurchase or redemption decisions will be made after consideration of market conditions and liquidity needs. However, there is no guarantee that a repurchase or redemption will take place. See Note 9 — Debt Instruments of our financial statements included in Part I, Item 1, Financial Statements of this Quarterly Report on Form 10-Q for further details.

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, 2026 and 2025:

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, 2026 and 2025: