10-K 0001690820-26-000009 (2026-02-18) vs 10-K 0001690820-25-000074 (2025-02-19)
| Section | Compared text | Words now | Changed |
| Risk Factors | Item 1A | 15,689 |
11.9% |
| MD&A | Item 7 | 11,692 |
17.9% |
| Legal Proceedings | Item 3, via Note 16 – COMMITMENTS AND CONTINGENCIES | 959 |
13.2% |
| Accounting Policies | Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6,080 |
16.2% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Accounting Policies 281 words changed in this paragraph; it is 45% similar to last year's version.
The Company accounts for income taxes pursuant to the asset and liability method, which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. The Company reduces During the carrying amounts year ended December 31, 2025, management performed an assessment of the recoverability of deferred tax assets by assets. This assessment considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets. These objective and subjective factors included, but were not limited to, a valuation allowance if, recent history of sustained profitability and utilization of deferred tax assets, which is objective and verifiable, and anticipated future earnings, including consideration of historical and future excess tax benefits related to equity-based compensation. After evaluating the weight of all available evidence, management determined, based on the accounting standards applicable to such assessment, that there was sufficient evidence available, both positive and negative, as well as a result of the objectivity and verifiability of that evidence, aforementioned considerations to conclude it is was more likely than not that some portion or all of the Company's its deferred tax assets will not be realized. The assessment considers, among other matters, realizable. During the nature, frequency year ended December 31, 2025, the Company (i) released $2.2 billion of its valuation allowance through income tax (benefit) provision in the accompanying consolidated statements of operations; (ii) established $277 million of deferred tax assets related to increases in tax basis in Carvana Group through additional paid-in capital in the accompanying consolidated statements of stockholders' equity (deficit); (iii) and severity recorded $547 million of income tax benefit as a result of current and cumulative losses, forecasts year activity through income tax (benefit) provision in the accompanying consolidated statements of future profitability, operations.The Company will continue to monitor the duration of statutory carry forward periods by jurisdiction, the Company's experience with loss carryforwards not expiring unutilized, and all need for a valuation allowance against its deferred tax planning alternatives that may be available. See Note 15 — Income Taxes for additional information. assets.
Source: Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001690820-26-000009 vs Item 8, Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001690820-25-000074
MD&A 267 words changed in this paragraph; it is 47% similar to last year's version.
We account for income taxes pursuant to the asset and liability method, which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. We reduce During the carrying amounts year ended December 31, 2025, we performed an assessment of the recoverability of deferred tax assets by assets. This assessment considered both positive and negative evidence related to the likelihood of realization of the deferred tax assets. These objective and subjective factors included, but were not limited to, a valuation allowance if, recent history of sustained profitability and utilization of deferred tax assets, which is objective and verifiable, and anticipated future earnings, including consideration of historical and future excess tax benefits related to equity-based compensation. After evaluating the weight of all available evidence, we determined, based on the accounting standards applicable to such assessment, that there was sufficient evidence available, both positive and negative, as well as a result of the objectivity and verifiability of that evidence, aforementioned considerations to conclude it is was more likely than not that some portion or all of our deferred tax assets will not be realized. The assessment considers, among other matters, realizable. As such, during the nature, frequency, year ended December 31, 2025, we (i) released $2.2 billion of our valuation allowance through income tax (benefit) provision in the accompanying consolidated statements of operations; (ii) established $277 million of deferred tax assets related to increases in tax basis in Carvana Group through additional paid-in capital in the accompanying consolidated statements of stockholders' equity (deficit); (iii) and severity recorded $547 million of income tax benefit as a result of current and cumulative losses, forecasts year activity through income tax (benefit) provision in the accompanying consolidated statements of future profitability, operations. We will continue to monitor the duration of statutory carry forward periods by jurisdiction, need for a valuation allowance against our experience with loss carryforwards not expiring unutilized, and all tax-planning alternatives that may be available. deferred tax assets.
Source: Item 7, 10-K 0001690820-26-000009 vs Item 7, 10-K 0001690820-25-000074
Risk Factors 130 words changed in this paragraph; it is 57% similar to last year's version.
We are subject to numerous and rapidly evolving federal, state, and local laws regarding privacy, cybersecurity and the collection, use, and disclosure of PII and other data. Many states, including California, have implemented laws that give consumers expanded rights to manage their personal information, adding to the evolving patchwork of U.S. privacy and cybersecurity law. information. In addition, cybersecurity has become a high priority for regulators, and some jurisdictions have enacted laws setting forth cybersecurity compliance standards and/or requiring companies to notify certain parties of data security breaches involving certain types of personal data. The SEC has adopted rules for public companies, requiring the mandatory disclosure of material cybersecurity incidents and the Federal Trade Commission and the New York Department of Financial Services have both also increased incident reporting and expanded cybersecurity program requirements. Any failure or perceived failure to maintain the security of and/or adhere to privacy-related obligations related to personal and other data that is provided to us by consumers, employees, and vendors, or any failure or perceived failure to appropriately report and respond to cyber incidents under expanded requirements, could harm our reputation and expose us to a risk of loss or litigation, regulatory scrutiny or enforcement actions, and possible liability, any of which could adversely affect our business and operating results.
Source: Item 1A, 10-K 0001690820-26-000009 vs Item 1A, 10-K 0001690820-25-000074
Legal Proceedings 55 words changed in this paragraph; it is 93% similar to last year's version.
On August 3, 2022, a putative class action complaint titled John Brent v. Carvana Co., et al. was filed in the United States District Court for the District of New Jersey against the Company and certain of the Company's executive officers. The complaint was filed on behalf of a purported class of stockholders and asserts violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934. as amended (the "Exchange Act") and Rule 10b-5. The complaint sought unspecified damages and an award of fees, costs, and expenses. On September 29, 2022, a second putative class action complaint titled Rodeo Collection Ltd. v. Carvana Co., et al. was filed in the United States District Court for the District of New Jersey, alleging similar claims against the same defendants, claims, and seeking the same form of relief. The two cases were then consolidated and subsequently transferred to the United States District Court for the District of Arizona (the "Arizona District Court") as In re Carvana Co. Securities Litigation, United States District Court for the District of Arizona (Case No. CV-22-2126-PHX-MTL). On February 14, 2023, a consolidated complaint was filed in the Arizona District Court, alleging new claims for violation of Section 20A of the Exchange Act and Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended (the "Securities Act"), and naming as new defendants certain Carvana directors, officers, and underwriters. The Arizona District Court granted the Company's motion to dismiss the consolidated complaint on February 29, 2024 and gave the plaintiff leave to file an amended complaint, which was filed on March 29, 2024. On December 16, 2024, the Company's motion to dismiss the consolidated complaint, as amended, was granted with respect to alleged violations of Section 20A of the Exchange Act and Section 12(a)(2) of the Securities Act, granted in part and denied in part with respect to alleged violations of Section 10(b) and Rule 10b-5 of the Exchange Act and Section 11 of the Securities Act, and denied with respect to alleged violations of Section 20(a) of the Exchange Act and Section 15 of the Securities Act. The Company is engaged in discovery and intends to continue vigorously defend defending the remaining claims under this action in all respects. At this time, the Company is not in a position to assess the likelihood of any potential loss or adverse effect on its financial condition or to estimate the amount or range of potential losses, if any, from this action.
Source: Item 3, via Note 16 – COMMITMENTS AND CONTINGENCIES, 10-K 0001690820-26-000009 vs Item 3, via Note 17 – COMMITMENTS AND CONTINGENCIES, 10-K 0001690820-25-000074
Every change, by type
Sentences and paragraphs of CVNA's Risk Factors and MD&A, 10-K 2026-02-18 against 10-K 2025-02-19.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
aspect of our brand, including information spread through social media or traditional media channels, it could have a material adverse effect on our business, sales, and results of operations.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
Our use of artificial intelligence may not perform as expected and could expose us to technological, operational, legal, and reputational risks that could adversely affect our business, financial condition, and results of operations
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
We increasingly develop and deploy AI technology through third party generative AI platforms and internal software, in connection with our proprietary systems and customer experiences, including automated, self-service workflows, AI-enabled customer support tools, internal work efficiencies, and enhancement of our recruiting and hiring processes. These initiatives are complex, rapidly evolving, and inherently uncertain. There is no assurance that our AI capabilities will function as intended, deliver anticipated benefits, or scale cost-effectively. The performance, quality, and impact of AI models depend on numerous factors, including the availability and integrity of training data, model design, computational resources, integration with our operations and technology stack, and ongoing monitoring and governance. If our AI systems or those third party platforms we utilize underperform, produce inaccurate, incomplete, or biased outputs, hallucinate or fail under edge cases, degrade customer experiences, inadvertently disclose or misuse intellectual property, or otherwise fail to meet expectations, we could experience decreased conversion, operational disruptions, increased costs, reduced margins, customer dissatisfaction, negative publicity, or harm to our brand and competitive position. Increased use of AI may additionally result in cybersecurity, data privacy, and labor and employment risks.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
The laws, rules, standards, and guidance relating to AI are developing rapidly and vary across jurisdictions. We may be subject to evolving requirements regarding transparency, fairness, explainability, safety, data usage and provenance, content integrity, consumer protection, and algorithmic accountability. If we use AI in ways that regulators view as unfair, deceptive, discriminatory, or otherwise noncompliant, we could face heightened scrutiny, investigations, enforcement actions, private litigation, or requirements to modify, suspend, or cease certain AI-enabled practices. To the extent AI touches areas implicating privacy, information security, intellectual property, credit and financing, or other regulated activities, we may incur additional compliance obligations and associated costs.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
The development and deployment of AI requires ongoing investments in talent, infrastructure, data quality, tooling, and governance frameworks. These investments may be significant and may not result in improvements to growth, margins, or customer experience. We may need to devote additional resources to testing, monitoring, documentation, and controls to address emerging standards and mitigate model risks, including bias, fairness, and safety. If we are unable to develop, procure, integrate, or govern AI technologies effectively; if third-party AI providers or inputs are unavailable, unreliable, or more costly; if regulatory requirements materially constrain AI use; or if our AI initiatives otherwise fail to meet expectations, our business, financial condition, and results of operations could be adversely affected.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
We also rely on third‑party service providers and vendors that process information on our behalf. We have limited ability to control their security and privacy practices, and contractual protections and due diligence may not prevent all incidents. A security incident at a third party could have similar adverse effects on us as an incident on our own systems. The use of AI tools and programs by new or existing vendors may also introduce unique vulnerabilities whose existence or exploitation could have a material adverse effect on our business or operations.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
safe use of AI tools may not effectively protect proprietary information and any incidents of inadvertent disclosure could undermine our intellectual property rights.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
•entry into certain new lines of business may subject us to new laws and regulations or additional operational costs;
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedRisk Factors
In June 2025, we received a subpoena from the SEC requesting information that we believe primarily relates to allegations raised by a report published by a now-defunct short-selling firm. We currently cannot predict the outcome of this matter. For more information, see Item 3. Legal Proceedings.
Read it in 10-K 2026-02-18 at sec.gov ↗
RemovedRisk Factors
restrictive limitations on the transport of vehicles, such as the California Zero Emission Vehicle program, could increase our operating expenses.
Read it in 10-K 2025-02-19 at sec.gov ↗
RemovedRisk Factors
and tangible assets. Any of these risks, if realized, could materially and adversely affect our business, financial condition, and results of operations.
Read it in 10-K 2025-02-19 at sec.gov ↗
RewordedRisk Factors
As of December 31, 2024, 2025, we had outstanding, on a consolidated basis basis, (1) $205 $107 million aggregate principal amount of our Senior Unsecured Notes, (2) $4.4 $3.9 billion aggregate principal amount of our Senior Secured Notes, which includes $105 million of accrued payment-in-kind interest, (3) $67 $58 million aggregate principal amount of borrowings under our Floor Plan Facility and the Finance Receivable Facilities (as defined below), (4) $183 $157 million aggregate principal amount of indebtedness represented by our finance lease agreements between us and providers of equipment financing, (5) an outstanding balance of $354 $374 million under our secured borrowing facility through which we finance certain retained beneficial interests in our securitizations, (6) $485 million of other long-term debt related to our sale leaseback transactions, and (7) an outstanding balance of $23 million under a loan and security agreement to finance certain equipment for our transportation fleet.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
While we intend to cause Carvana Group to make distributions to us in an amount sufficient to fund these taxes, obligations, and expenses, Carvana Group’s ability to make such distributions may be subject to various limitations and restrictions, such as including, without limitation, (i) prohibitions or restrictions on distributions that would either violate any contract or agreement to which Carvana Group is then a party, including contained in current and future debt agreements, or any applicable law, or that would have the effect of rendering Carvana Group insolvent. agreements and other contracts;
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
In addition, changes in the condition of the securitization market could lead us to incur higher costs to access funds in the market or lose access to the market, requiring us to seek alternative means to finance those originations that could be more expensive, or retain credit risk in excess of those required under the Risk Retention Rules (as defined below), which may prevent us from derecognizing the loans and recognizing a gain on sale.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Due to the uncertainty of various factors, we cannot reliably estimate the likely tax benefits we will realize as a result of LLC Unit exchanges, and the resulting amounts we are likely to pay to LLC Unitholders pursuant to the Tax Receivable Agreement; however, we estimate that such payments may be substantial. future
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Finally, any new the imposition or increased suspension of tariffs or other trade restrictions implemented by the U.S. federal government or other countries countries, including changes to the import tariffs implemented by the U.S. on vehicles and parts, and uncertainty regarding the same, may change vehicle supply or the supply or cost of important vehicle parts and components, as well as customer vehicle purchasing behavior.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
If we fail to correct or mitigate misinformation or negative information about us, the vehicles we offer to sell or purchase, our customer experience, or any aspect of our brand, including information spread through social media or traditional media channels, it could have a material adverse effect on our business, sales, and results of operations.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Even though we were able to shift our focus towards Although the Company is currently focused on long-term growth in 2024, growth, if economic conditions worsen or a recession occurs, we have been and may once again be required to take stricter operating efficiency measures to protect our business.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Consumers have in the past and may in the future allege violations of the TCPA, and if we fail to adhere to or successfully implement appropriate processes and procedures in response to existing or future marketing regulations, it could result in legal and monetary liability, fines, penalties, or damage to our reputation.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Interruptions in these systems, whether due to system failures, programming or configuration errors, computer viruses, or physical or electronic break-ins, including from ransomware or distributed denial of service attacks, could prevent us from selling cars, providing customary financing options to our customers, limit the availability of the inventory on our website and mobile application, prevent or inhibit consumers from accessing impair consumer access to our website or mobile application, platforms, delay our communication, communications, or cause a breach of data (including PII). PII, SPI, and other confidential information).
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Inflationary Further, inflationary impacts on labor, materials, fuel, and other vehicle costs and services, as well as scarcity of certain products, have caused and may again cause increased vehicle prices, which have may adversely affected, affect demand and may continue to adversely affect, pricing in the market for used vehicles. vehicle market.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
If we fail to maintain the high standards on which our reputation is built, reputation, or if an actual, perceived, or alleged failure of these standards occurs that damages this reputation, it we could adversely affect experience reduced consumer trust, lower customer demand, and diminished effectiveness of our marketing and branding brand-building efforts, and have a material adverse effect on our business, sales, and results of operations.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedRisk Factors
Steps taken to mitigate this risk, including agreements with vendors and policies relating to the safe use of AI tools may not effectively protect proprietary information and any incidents of inadvertent disclosure could undermine our intellectual property rights.
Read it in 10-K 2026-02-18 at sec.gov ↗
Quiet changesRisk Factors
The Any reduction in the value of such tax benefits is expected to have two primary consequences—it reduces the cash payments we expect to be required to make pursuant to the Tax Receivable Agreement and it reduces the expected value to us of the 15% of the amount of such tax benefits that we will retain pursuant to the Tax Receivable Agreement.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
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 year ended December 31, 2025, tariffs did not materially impact our financial or operating results.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
On October 20, 2025, the Company entered into a loan and security agreement (the "Loan Agreement") with Citizens Bank, N.A. ("Citizens Bank"), which provides for up to $250 million in aggregate principal amount of loans to finance certain equipment for its transportation fleet. All loans extended under the Loan Agreement are secured by a first priority lien on the transportation fleet and will mature within four to seven years depending on the attributes of the financed equipment. At maturity, a final payment of unamortized principal will be due to Citizens Bank. These outstanding loans will bear interest at a rate based on the applicable SOFR swap rate, with tenors ranging from two and a half to four years, plus an applicable margin ranging from 2.80% to 2.95% depending on the maturity of the loan. The Company has the option to prepay the outstanding balances of the loans prior to the Maturity Date.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
On October 24, 2025, we entered into a definitive loan purchase agreement with an independent, third-party purchaser for the sale of up to $4.0 billion of principal balance of finance receivables through October 2027. Also, on October 24, 2025, we entered into a separate definitive loan purchase agreement with another independent, third-party purchaser for the sale of up to $4.0 billion of principal balance of finance receivables through December 2027. In addition, on December 5, 2025, we entered into a third definitive loan purchase agreement with a third independent, third-party purchaser for the sale of up to $4.0 billion of principal balance of finance receivables through December 2027. These agreements formalize existing relationships with loan purchasers and establish defined expectations for loan sale volume and sale procedures throughout the respective agreement periods.
Read it in 10-K 2026-02-18 at sec.gov ↗
AddedMD&A
During the year ended December 31, 2025, the Company separately acquired five franchise dealerships for total purchase consideration of $160 million, comprised of $101 million in cash and $59 million in trade vehicle floor plan payables. Further, in connection with these franchise dealership acquisitions, the Company entered into a Master Loan and Security Agreement (the "Trade Floor Plan Facility") with Stellantis Financial Services, Inc. ("SFS") to finance certain of our purchases of new vehicle inventory, and such financed inventory secures the Trade Floor Plan Facility. The line of credit under the Trade Floor Plan Facility is $214 million, allocated among sub-advance limits for each dealership location and type of vehicle inventory.
Read it in 10-K 2026-02-18 at sec.gov ↗
RemovedMD&A
•Retail units sold are an important driver of the average number of days between when we acquire the vehicle and when we sell it. Reducing average days to sale impacts gross profit on our vehicles because used vehicles generally depreciate over time.
Read it in 10-K 2025-02-19 at sec.gov ↗
RemovedMD&A
transactions, which are retail marketplace partner vehicles sold to customers through Carvana that receive net revenue treatment due to the timing of payments with our partners.
Read it in 10-K 2025-02-19 at sec.gov ↗
RemovedMD&A
(1) For the year ended December 31, 2022, includes $28 million of lease termination fees, net of amounts written off for the corresponding operating lease right-of-use assets and operating lease liabilities which were terminated, $26 million of expenses associated with workforce reductions, of which $7 million was recorded to cost of sales, and $3 million of other restructuring-related costs.
Read it in 10-K 2025-02-19 at sec.gov ↗
RemovedMD&A
In response to the macroeconomic environment, our focus in past years has been on driving profitability through initiatives to better conform our expense structure to unit volume levels and create a strong operational foundation, allowing us to shift focus throughout 2024 to the long-term phase of driving profitable growth. We expect to continue our focus on profitability initiatives as we continue to grow. 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.
Read it in 10-K 2025-02-19 at sec.gov ↗
RemovedMD&A
Finance receivables include installment contracts we originate to facilitate vehicle sales. We classify these receivables as held for sale, as we do not intend to hold the finance receivables we originate to maturity. We typically sell the finance
Read it in 10-K 2025-02-19 at sec.gov ↗
RemovedMD&A
The purchase price of an acquisition is allocated to the identifiable assets acquired and liabilities assumed based on their fair values at the date of acquisition, with the excess purchase price being recorded as goodwill. The allocation of purchase price to the tangible and identifiable intangible assets acquired is specifically complex because of the significant estimates and assumptions involved in determining their fair values. Due to this higher degree of complexity, we obtained the assistance of outside valuation experts in the allocation of purchase price to the tangible and identifiable intangible assets acquired. While outside valuation experts were used, management has the ultimate responsibility for the valuation methods, models and inputs used and the resulting purchase price allocation. Critical estimates used in valuing tangible assets associated with the ADESA Acquisition include, but are not limited to, the similarity of the acquired real property to market comparable transactions, costs of similar personal property in new condition, and economic obsolescence rates. Critical estimates used in valuing identifiable intangible assets associated with the ADESA Acquisition include, but are not limited to, revenues and attrition rate.
Read it in 10-K 2025-02-19 at sec.gov ↗
RewordedMD&A
Years Ended December 31, 2025 2024 2023 2022 (dollars in millions, except per unit amounts) Net income (loss) $ 1,895 $ 404 $ 150 $ (2,894) Income tax (benefit) provision (2,785) (4) 25 1 Interest expense expense, net 505 651 632 486 Other operating expense, net 3 12 8 14 Other (income) expense, expense (income), net 2,250 (73) (9) 56 Depreciation and amortization expense in cost of sales 111 140 169 114 Depreciation and amortization expense in SG&A expenses 164 165 183 200 Share-based compensation expense in cost of sales 3 1 — 16 Share-based compensation expense in SG&A expenses 96 91 73 69 Goodwill impairment — — 847 Root warrant Warrant revenue (21) (21) (7) (21) Loss (Gain) (gain) on debt extinguishment 16 12 (878) — Restructuring expense (1) — — 7 57 Adjusted EBITDA $ 2,237 $ 1,378 $ 339 $ (1,041) Total revenues $ 20,322 $ 13,673 $ 10,771 $ 13,604 Net income (loss) margin 9.3 % 3.0 % 1.4 % (21.3) % Adjusted EBITDA margin 11.0 % 10.1 % 3.1 % (7.7) % Gross profit $ 4,192 $ 2,876 $ 1,724 $ 1,246 Depreciation and amortization expense in cost of sales 111 140 169 114 Share-based compensation expense in cost of sales 3 1 — 16 Root warrant Warrant revenue (21) (21) (7) Restructuring expense in cost of sales (1) — — 7 (21) Gross profit, non-GAAP $ 4,285 $ 2,996 $ 1,872 $ 1,376 Retail vehicle unit sales 596,641 416,348 312,847 412,296 Total gross profit per retail unit $ 7,026 $ 6,908 $ 5,511 $ 3,022 Total gross profit per retail unit, non-GAAP $ 7,182 $ 7,196 $ 5,984 $ 3,337 SG&A expenses $ 2,308 $ 1,874 $ 1,796 $ 2,736 Depreciation and amortization expense in SG&A expenses 164 165 183 200 Share-based compensation expense in SG&A expenses 96 91 73 69 Restructuring expense in SG&A expenses (1) — — 7 50 SG&A expenses, non-GAAP $ 2,048 $ 1,618 $ 1,533 $ 2,417 Retail vehicle unit sales 596,641 416,348 312,847 412,296 Total SG&A expenses per retail unit $ 3,868 $ 4,501 $ 5,741 $ 6,636 Total SG&A expenses per retail unit, non-GAAP $ 3,433 $ 3,886 $ 4,900 $ 5,862
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Cash provided by operating activities was $1.0 billion and $918 million and $803 million for the years ended December 31, 2024 2025 and 2023, 2024, respectively, an increase in cash provided by operating activities of $115 $118 million, primarily due to an improvement in operating results and a $274 million reduction in interest paid due to higher PIK interest on the Senior Secured Notes in the year ended December 31, 2024, results, partially offset by increased vehicle inventory acquisitions during the year ended December 31, 2025, together with an increase in interest paid due to our election to pay cash interest on the 2028 and a lower ratio of finance receivables sold relative to originations of finance receivables. 2030 Senior Secured Notes.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Cash used in and provided by and used in financing activities was $261 $137 million and $868 $261 million during the years ended December 31, 2024 2025 and 2023, 2024, respectively, an increase in cash provided by used in financing activities of $1.1 billion $398 million primarily driven by higher the repurchases and redemption of certain of our Senior Secured Notes and payment at maturity of our 2025 Senior Unsecured Notes, and lower net proceeds from our ATM Program and lower reliance on short-term revolving facilities during the year ended December 31, 2024. 2025, partially offset by lower payments on short-term revolving facilities relative to proceeds from those facilities.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Cash used in and provided by investing activities was $13 $230 million and $31 $13 million during the years ended December 31, 2024 2025 and 2023, 2024, respectively, an increase in cash used in investing activities of $44 $217 million, primarily driven by lower proceeds received from due to the sale acquisition of property and equipment in the year ended December 31, 2024, partially offset by increased principal payments received on and proceeds from the sale of beneficial interests in securitizations five franchise dealerships during the year ended December 31, 2024. 2025, together with increased purchases of property and equipment.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
SG&A expenses exclude the costs of inspecting and reconditioning vehicles and transporting vehicles from the point of acquisition to the IRC, IRC or other site, which are included in cost of sales, and payroll costs for our employees related to the development of software products for internal use, which are capitalized to software and depreciated over the estimated useful lives of the related assets.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
The increase in revenue was primarily due to an increase in the number of retail vehicles sold to 596,641 from 416,348 from 312,847 during the years ended December 31, 2024 2025 and 2023, 2024, respectively, partially offset by a decrease and an increase in retail revenue per retail unit sold to $23,252 $24,365 in the year ended December 31, 2024 2025 from $24,018 $23,252 in the prior year, primarily due primarily to higher lower retail marketplace units sold as a share of total retail units sold, partially offset by faster turn times, compared to the year ended December 31, 2023. sold.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Other (income) expense, expense (income), net was income an expense of $73 million $2.3 billion during the year ended December 31, 2024 2025 and was primarily due to $2.2 billion of TRA expense and a $115 $64 million increase decrease in the fair value of Root Warrants and Warrants, partially offset by a $23 $12 million increase in the fair value of beneficial interests in securitizations, partially offset by $67 million of TRA expense. securitizations.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Loss on debt extinguishment was $12 million during During the year ended December 31, 2024, due to the repurchase 2025, $611 million of $370 million principal amount of 2028 Senior Secured Notes in the open market were voluntarily repurchased and redeemed for $384 $633 million, which included $8 $7 million of accrued interest and $1 million in of pro-rata write-offs of unamortized debt issuance costs and unamortized premium.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Loss on debt extinguishment was $12 million during During the year ended December 31, 2024, due to the repurchase $470 million of $370 million principal amount of 2028 Senior Secured Notes in the open market were voluntarily repurchased and redeemed for $384 $492 million, which included $8 $12 million of accrued interest and $1 $2 million in of pro-rata write-offs of unamortized debt issuance costs and unamortized premium.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Additionally, in January On October 28, 2025, we the Ally MPSA was amended our Master Purchase and Sale Agreement to, among other things, reestablish increase the commitment by the purchaser Ally to purchase up to $4.0 $6.0 billion of principal balances balance of finance receivables between January 3, 2025 October 28, 2025, and January 2, October 27, 2026.
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Years Ended December 31, 2025 2024 2023 (in millions) Net cash provided by operating activities $ 1,036 $ 918 $ 803 Net cash used in investing activities (230) (13) Net cash (used in) provided by investing activities (13) 31 Net cash provided by (used in) financing activities (137) 261 (868) Net increase (decrease) in cash, cash equivalents and restricted cash 669 1,166 (34) Cash, cash equivalents, and restricted cash at beginning of period 1,760 594 628 Cash, cash equivalents, and restricted cash at end of period $ 2,429 $ 1,760 $ 594
Read it in 10-K 2026-02-18 at sec.gov ↗
RewordedMD&A
Floor plan facility $ 58 $ 67 $ 113 Finance receivable facilities — 555 Financing of beneficial interests in securitizations 374 354 293 Real estate financing 485 485 Transportation fleet financing 23 — Total asset-based financing 940 906 1,446 Senior Secured Notes (1) 3,929 4,358 4,378 Senior Unsecured Notes 205 107 205 Total debt 4,976 5,469 6,029 Less: current portion (211) (302) (777) Less: unamortized debt issuance costs (2) (36) (46) (60) Plus: unamortized premium (3) 18 27 37 Total included in long-term debt, net $ 4,747 $ 5,148 $ 5,229
Read it in 10-K 2026-02-18 at sec.gov ↗
Quiet changesMD&A
As a result, an increase in retail marketplace units sold as a percentage of total retail units sold would could lead to a decrease in retail revenue per unit sold, and vice versa, other things being equal.
Read it in 10-K 2026-02-18 at sec.gov ↗