DEF 14A of Carvana Co., Mar 25, 2026

DEF 14A of Carvana Co.

Filed Mar 25, 2026 · FY20250001690820-26-000024

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | | MICHAEL MAROONE | Lead Director | | | Professional Highlights: •Maroone U.S.A. LLC ◦CEO (2017 - Present) •AutoNation, Inc. ◦President and Chief Operating Officer (1999-2015) •Maroone Automotive Group ◦President & CEO (1977-1997) Current Directorships: •Cleveland Clinic Florida, Chairman •Cleveland Clinic Enterprise Board, Director Prior Directorships: •AutoNation, Inc. •Salty Dot, Inc. •MDH Acquisition Corp. •Cox Automotive, Inc. | Committees: •Audit Director Since: 2017 Age: 72 Education: B.S., University of Colorado Boulder | | Mr. Maroone brings to the Board extensive experience in large‑scale automotive retail operations, customer experience, and performance management. His leadership as President and Chief Operating Officer of AutoNation for more than 15 years, coupled with his current role as CEO of Maroone U.S.A. and earlier tenure leading Maroone Automotive Group, provides deep expertise in scaling multi‑store networks, optimizing inventory and reconditioning, and driving disciplined operational execution. | | |

  3. DIRECTOR NOMINEES

    | | NEHA PARIKH | | | | Professional Highlights: •Uber Technologies, Inc. ◦President of Global Retail (2025 - Present) •Waze Mobile Ltd. ◦CEO (2021-2023) •Hotwire, Inc. ◦President (2017-2019) •Hotels.com, L.P. ◦Roles Across the Business, Culminating in Sr. Vice President, Global Brands and Retail (2008-2017) •The Cambridge Group ◦Consumer Insight and Demand Strategy Consultant (2007-2008) Prior Directorships: •Tailwind Acquisition Corp. | Committees: •Audit •Compensation and Nominating Director Since: 2019 Age: 46 Education: •B.B.A., The University of Texas at Austin •M.B.A., Kellogg School of Management, Northwestern University | | Ms. Parikh brings to the Board critical skills in consumer technology, product development, digital marketing, and data‑driven e‑commerce operations. Her experience as President of Uber Retail and former CEO of Waze provides an extensive understanding of scaling global, consumer‑facing platforms and managing complex partner ecosystems and marketplace dynamics. In addition, her prior leadership at Expedia Group, including as President of Hotwire and senior roles at Hotels.com, adds significant expertise in pricing, merchandising, global brand management, and P&L accountability. Earlier work in consumer insights and demand strategy further equips her to help the Board oversee customer experience, growth initiatives, and innovation across Carvana’s technology‑enabled retail model. | | |

  4. CONTINUING DIRECTORS

    CONTINUING DIRECTORS

  5. Class I Directors (Term expiring in 2027)

    Class I Directors (Term expiring in 2027)

  6. Class I Directors (Term expiring in 2027)

    | | ERNEST C. GARCIA III | Board Chairman | | | Professional Highlights: •Carvana Co. ◦President and CEO (2012 - Present) •DriveTime Automotive Group, Inc. ◦Vice President, Treasurer, Director of Quantitative Analytics (2009-2013) ◦Managing Director, Corporate Finance (2008-2009) ◦Financial Strategist (2007-2008) •RBS Greenwich Capital ◦Associate, Principal Transactions Group (2005-2006) | Director Since: 2017 Age: 43 Education: B.S., Stanford University | | As Carvana's Co-Founder, CEO, and Chairman of the Board, Mr. Garcia has led Carvana since inception and brings critical skills in technology‑enabled automotive retail, data‑driven pricing and credit analytics, and large‑scale operations and a uniquely deep understanding of Carvana's business and strategy. His experience at Carvana, together with his prior leadership developing consumer credit scoring models and deal‑structuring at DriveTime and early career principal investing experience provides a crucial founder‑level understanding of unit economics, funding, and optimization that underpins Carvana’s vertically integrated e‑commerce model and strategy. | | |

  7. Class I Directors (Term expiring in 2027)

    | | IRA PLATT | | | | Professional Highlights: •Georgiana Ventures, LLC ◦President (2009 - Present) •221 Capital Partners, LLC ◦President (2009-2013) •Rosemont TALF Opportunity Fund ◦Portfolio Manager (2009-2011) •RBS Greenwich Capital ◦Managing Director & Head of Principal and Distressed Capital Business (1997-2009) •Aegis Consumer Funding Group ◦Executive Vice President (1991-1997) Prior Directorships: •DriveTime Automotive Group, Inc. | Committees: •Audit (Chair) •Compensation and Nominating Director Since: 2017 Age: 62 Education: •B.A., Emory University •M.B.A, Fuqua School of Business, Duke University | | Mr. Platt brings to the Board specialized knowledge in consumer and specialty finance, asset‑backed securitizations, credit risk, and financial oversight, which capabilities align with Carvana’s financing model and continued use of securitizations and loan sales to fund receivables. His three decades of capital markets experience, including leadership roles at Georgiana Ventures and RBS Greenwich Capital, provide deep familiarity with structured finance, funding markets, and portfolio performance across economic cycles. | | |

  8. Class II Directors (Term expiring in 2028)

    Class II Directors (Term expiring in 2028)

  9. Class II Directors (Term expiring in 2028)

    | | DAN QUAYLE | | | | Professional Highlights: •United States Federal Government ◦44th Vice President of the United States of America (1989-1993) ◦U.S. Senator (1981-1989) ◦U.S. Representative (Congressman) (1977-1981) •Cerberus Global Investments, LLC ◦Chairman (2001 - Present) | Committees: •Compensation and Nominating Director Since: 2017 Age: 79 Education: •B.A., DePauw University •J.D. Indiana University Robert H. McKinney School of Law | | Mr. Quayle's service as a U.S. Congressman, Senator, and the 44th Vice President of the United States brings valuable perspective on government affairs, geopolitical risk assessment, capital allocation, and navigating complex regulatory landscapes. His long-standing leadership as Chairman of Cerberus Global Investments further equips him with substantial experience in capital allocation, global investment oversight, and strategic judgment. | | |

  10. Class II Directors (Term expiring in 2028)

    | | GREGORY SULLIVAN | | | | Professional Highlights: •Afar ◦CEO (2007-Present) •DriveTime Automotive Group, Inc. ◦Vice-Chairman (2004-2007) ◦CEO (1999-2004) ◦President (1995-2004) | Committees: •Audit •Compensation and Nominating (Chair) Director Since: 2017 Age: 67 Education: •B.B.A., University of Notre Dame •J.D., University of Virginia School of Law | | Mr. Sullivan brings to the Board critical skills in automotive retail operations, digital media leadership, financial oversight, and governance. His experience as a senior executive at DriveTime, including service as Chief Executive Officer, President, and Vice Chairman, and as founder‑CEO of Afar provides a strong understanding of large‑scale, consumer‑facing businesses and the strategic considerations of scaling a technology‑enabled e‑commerce platform. | | |

  11. Class II Directors (Term expiring in 2028)

    | DIRECTOR INDEPENDENCE |

  12. Class II Directors (Term expiring in 2028)

    The listing standards of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit committee, compensation committee, and nominating committee be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 and Rule 10C-1 under the Exchange Act. Our Board has affirmatively determined that each of our non-employee directors, including our director nominees Michael Maroone and Neha Parikh, meets the requirements to be an independent director. In making this determination, our Board considered the relationships that each non-employee director has with Carvana and Carvana affiliates, as well as all other facts and circumstances that our Board deemed relevant in determining their independence, including beneficial ownership of our Common Stock, certain ordinary course of business transactions involving Carvana and entities affiliated with our directors, employment or relationships of family members, investments, and relationships with officers, directors, or majority stockholders.

  13. Class II Directors (Term expiring in 2028)

    | CONTROLLED COMPANY STATUS |

  14. Class II Directors (Term expiring in 2028)

    We are a "controlled company" under the NYSE corporate governance rules, due to the Garcia Parties' beneficial ownership of more than 50% of the combined voting power of Carvana Co. Accordingly, we are eligible for, but do not currently take advantage of, certain exemptions from the corporate governance requirements of the NYSE. Specifically, as a “controlled company,” we are not required to have: (a)a majority of independent directors, (b)a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (c)a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, or (d)an annual performance evaluation of the nominating and governance and compensation committees. In the event we choose to rely on some or all of these exemptions in the future, you would not have the same protections afforded to stockholders of companies that are subject to all of the applicable corporate governance rules of the NYSE.

  15. Class II Directors (Term expiring in 2028)

    | BOARD MEETINGS AND COMMITTEES |

  16. Class II Directors (Term expiring in 2028)

    Our Board has two standing committees, an Audit Committee and a Compensation and Nominating Committee. The composition, duties and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

  17. Class II Directors (Term expiring in 2028)

    | Board Member | Audit Committee | Compensation and Nominating Committee | | Ira Platt | (Chairman) | • | | Gregory Sullivan | • | (Chairman) | | Dan Quayle | | • | | Michael Maroone | • | | | Neha Parikh | • | • |

  18. Class II Directors (Term expiring in 2028)

    • Committee member. During the year ended December 31, 2025, our Board held 14 meetings, our Audit Committee held nine meetings, and our Compensation and Nominating Committee held four meetings. Directors are expected to attend the annual meeting of stockholders and all or substantially all of the Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Each director attended last year’s annual meeting. In 2025, each director attended 100% of the aggregate meetings of the Board and committees of the Board on which such director served. The rules of the NYSE require that non-management directors of a listed company meet periodically in executive sessions, including in an executive session featuring only independent directors at a least once a year. Non-employee directors, all of whom are independent, meet periodically, and at least once annually, at executive sessions without management. Our Lead Director, Michael Maroone, presides over these executive sessions. AUDIT COMMITTEE The Audit Committee is responsible for, among other matters, 1.appointment, compensation, retention, evaluation, termination, and oversight of our independent registered public accounting firm; 2.discussion with our independent registered public accounting firm regarding its independence from management; 3.review of the scope and results of our audit with our independent registered public accounting firm; 4.approval of all audit and permissible non-audit services to be performed by our independent registered public accounting firm; 5.oversight of the internal audit department organization and activities; 6.oversight of the financial reporting process and discussion of the interim and annual financial statements filed with the SEC with management and our independent registered public accounting firm; 7.review and monitoring of our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements; 8.oversight of ethical and legal compliance, including establishment of procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls, or auditing matters; and 9.oversight of our enterprise risk management program, including cybersecurity risk exposure and related incident response readiness, and review of regular updates from management on cybersecurity risks, controls, and metrics. Our Board has affirmatively determined that Mr. Platt, Mr. Maroone, Ms. Parikh, and Mr. Sullivan meet the definition of “independent director” for purposes of serving on an audit committee under Rule 10A-3 of the Exchange Act and the NYSE rules. In addition, our Board has determined that Mr. Platt and Mr. Sullivan each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The written charter for our Audit Committee is available at our corporate website at investors.carvana.com/corporate-governance/governance-documents. COMPENSATION AND NOMINATING COMMITTEE The Compensation and Nominating Committee is responsible for, among other matters, 1.review of key employee compensation goals, policies, plans, and programs; 2.review of and recommendation to the Board regarding the compensation of our directors and CEO, and determination of the compensation of our other executive officers; 3.review and approval of employment agreements, if any, and other similar arrangements between us and our executive officers; 4.administration of stock plans and other incentive compensation plans; 5.identification of individuals qualified to become members of our Board, consistent with criteria approved by our Board; 6.oversight of the organization of our Board to discharge the Board’s duties and responsibilities properly and efficiently; 7.review of and recommendation to the Board regarding the adoption, amendment or modification of a “clawback” policy; 8.assistance to the Board in its oversight of human capital management, including corporate culture, diversity and inclusion, recruiting, retention, attrition, talent management, career development and progression, succession, and employee relations; 9.recommendations regarding best practices and corporate governance principles; and 10.development of a set of corporate governance guidelines and principles. Our Board has affirmatively determined that Mr. Sullivan, Ms. Parikh, Mr. Platt and Mr. Quayle meet the definition of “independent director” for purposes of serving on a compensation committee under Rule 10C-1 of the Exchange Act and the NYSE rules. The Board has adopted a written charter for the Compensation and Nominating Committee, which is available on our corporate website at investors.carvana.com/corporate-governance/governance-documents.

  19. Class II Directors (Term expiring in 2028)

    | BOARD LEADERSHIP STRUCTURE |

  20. Class II Directors (Term expiring in 2028)

    The following section describes our Board leadership structure, why our Board considers this structure appropriate at this time, the roles of various positions, and related key governance practices. We believe that the mix of experienced independent and management directors on our Board, along with the role of our lead independent director (the "Lead Director") and our independent Board-committee composition provides independent oversight, a mix of outside perspectives, and deep Company and industry expertise that benefit Carvana and its stockholders. INDEPENDENCE; BOARD MIX Our Board has an effective mix of independent and management directors, consisting of five independent directors, under the applicable listing standards of the NYSE, and Mr. Garcia, our President, CEO, and Chairman. Each standing committee of the Board (Audit and Compensation and Nominating) is composed entirely of independent directors. LEAD DIRECTOR The Board has appointed an independent Lead Director, elected by a majority of the Board, to enhance independent oversight. The Lead Director (i) approves Board agendas, schedules, and information flow in consultation with the President, CEO, and Chairman; (ii) advises on Board and committee meeting materials and the allocation of time to key topics; (iii) calls meetings of the independent directors and presides at all executive sessions; (iv) serves as principal liaison between the independent directors and the President, CEO, and Chairman (in addition to the maintenance of regular and direct access between each director and the President, CEO, and Chairman); and (v) may recommend the retention of outside advisors for the Board as needed. Michael Maroone, an independent director and member of our Audit Committee, is currently our Lead Director. The Board selected Mr. Maroone based on his independence, prior board leadership experience, his extensive automotive retail and operative expertise, his strong strategic and financial acumen, his commitment to ethics, and his deep understanding of Carvana and its business. CHAIRMAN / CEO Our Corporate Governance Guidelines provide that the roles of Chairman and CEO may be separated or combined, and gives the Board discretion in combining or separating the positions as it deems appropriate in light of the prevailing circumstances. Mr. Garcia has been our President, CEO, and Chairman since our IPO. The Board has determined that combining the roles of Chairman and CEO, together with the separate, independent role of our Lead Director, is currently the most effective leadership structure given Mr. Garcia's extensive experience in automotive retail, e-commerce, consumer finance and strategic planning. In addition, as a Carvana founder, his deep understanding of Carvana's business, operations, and risks provides the Board with important background and expertise. This enables unified leadership on strategy and execution, complemented by robust independent oversight from the Lead Director and the Board’s independent committees. SELF EVALUATION Our Compensation and Nominating Committee conducts an annual evaluation of the Board, its committees, and directors to assess its effectiveness. This includes survey materials as well as conversations among each director, the Lead Director, and the Chairman. The evaluation focuses on the Board’s and the committees’ oversight of Carvana's business and identifies areas for improvement. As part of the annual Board self-evaluation, the Board evaluates whether the current leadership structure continues to be appropriate for Carvana and its stockholders. Our Corporate Governance Guidelines provide the flexibility for our Board to modify our leadership structure in the future, as the Board deems appropriate.

  21. Class II Directors (Term expiring in 2028)

    | RISK OVERSIGHT |

  22. Class II Directors (Term expiring in 2028)

    The Board, as a whole and through the Audit Committee, oversees our risk management program, which is designed to identify, evaluate, and respond to the Company's most significant risks and opportunities. The Board sets the tone at the top as it relates to enterprise risk management and encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day operations. This includes oversight over the nature and management of the most significant risks to Carvana, as well as the level of risk appropriate for Carvana at any given time. The risk management program facilitates constructive dialog at the senior management and Board level to proactively pursue opportunities and manage risks. Our management, including our executive officers, is primarily responsible for managing the risks associated with the operation and business of our Company and provides regular updates to the Audit Committee and the full Board on identified significant and high priority risks and opportunities. Management, including senior leaders from our Information Security, Legal and Compliance teams, also regularly provides in-depth reports on select topics, such as cybersecurity, Carvana's compliance management system, regulatory trends, and monitoring of Carvana's Integrity Line, including response planning and the program’s major initiatives. These updates include risks applicable in the short, medium, and long-term, and cover Company-specific risks, broader industry trends, and the risk landscape. While our Board has overall responsibility for risk oversight, it has delegated primary oversight of certain risks to its committees, and may from time to time allocate or reallocate oversight of specific risks among its committees. •Our Audit Committee has primary responsibility for overseeing our risk management framework and processes on behalf of the full Board. Our Audit Committee monitors major financial risk exposures and the steps our management has taken to monitor and control these exposures, including compliance with legal and regulatory requirements. Additionally, our Audit Committee establishes policies and procedures for the receipt, investigation, and retention of accounting-related complaints and concerns (including through our whistleblower program), consistent with Section 301 of the Sarbanes-Oxley Act, and discusses the scope and results of the audits with our independent registered public accounting firm in both open and executive sessions. The Audit Committee also oversees cybersecurity and information security risks, including management’s cybersecurity program, incident response plan, third‑party/vendor risk, and data privacy/security controls. The Audit Committee also leads the full Board in periodic reviews of the adequacy and effectiveness of our information security program and related internal controls, including quarterly and ad hoc updates of cybersecurity risks, initiatives, and key metrics. •Our Compensation and Nominating Committee oversees the design and implementation of our compensation and benefits programs and policies and monitors the incentives created by these programs and policies to determine whether they create undue or misaligned risk-taking. Our Compensation and Nominating Committee oversees corporate governance matters and recommends to the Board corporate governance principles and committee charters, including the development and periodic review of our Corporate Governance Guidelines. Additionally, our Compensation and Nominating Committee develops membership criteria for the Board and its committees; oversees director recruitment, succession, and refreshment (including consideration of diversity of skills, experience, and backgrounds); and reviews the appropriateness of a director’s continued service following changes in circumstances. The Compensation and Nominating Committee also assists the Board in its oversight of CEO and senior management succession as well as human capital management, including corporate culture, inclusion, recruiting, retention and attrition, talent management, leadership development, employee engagement, and employee relations. As part of its oversight, the Committee reviews management’s human capital objectives, metrics, and related disclosures. CODE OF BUSINESS CONDUCT AND ETHICS We have adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors, including those officers responsible for financial reporting, as well as an additional code of ethics for senior financial officers. Our code of business conduct and ethics and code of ethics for senior financial officers are available on our website at investors.carvana.com/corporate-governance/governance-documents. We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K with respect to any amendments to the code of ethics for senior financial officers or waivers of its requirements on our website. SECURITIES TRADING POLICY We have adopted a securities trading policy governing all transactions in Company securities, including Class A common stock, units in Carvana Group, options to purchase shares of Class A common stock, or any other type of securities that Carvana may issue, including (but not limited to) preferred stock, convertible debentures and convertible bonds and warrants, as well as derivative securities that are not issued by Carvana, such as exchange-traded put or call options or swaps relating to our securities. Our securities trading policy applies to our directors, officers, employees (including those of our subsidiaries), as well as other persons as designated by our General Counsel. If a covered person has material nonpublic information relating to the Company or its securities, it is the Company’s policy that neither that person nor any related person (as defined in the policy) may purchase, sell, gift, or otherwise acquire or dispose of the Company’s securities or disclose such material nonpublic information to others who then trade in possession of such information. We believe our securities trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards. A copy of our securities trading policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  23. Class II Directors (Term expiring in 2028)

    | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION |

  24. Class II Directors (Term expiring in 2028)

    During 2025, the members of the Compensation and Nominating Committee were Mr. Sullivan, Ms. Parikh, Mr. Platt, and Mr. Quayle. None of the members of the Compensation and Nominating Committee (a) was an officer or employee of the Company or any of its subsidiaries, (b) was a former officer of the Company or any of its subsidiaries, or (c) had any related party relationships requiring disclosure under Item 404 of Regulation S-K. During 2025, no executive officer of the Company served as a member of the board of directors or on the compensation committee of any other company whose executive officers or directors serve or served as a member of our Board or Compensation and Nominating Committee.

  25. Class II Directors (Term expiring in 2028)

    | COMMUNICATIONS BY STOCKHOLDERS AND OTHER INTERESTED PARTIES WITH THE BOARD OF DIRECTORS |

  26. Class II Directors (Term expiring in 2028)

    Stockholders and other interested parties may contact an individual director, the Lead Director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by sending regular mail to: 300 E. Rio Salado Pkwy Tempe, AZ 85281 ATTN: Board of Directors or by email at leaddirector@carvana.com. Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication. Carvana will receive the communications and process them before forwarding them to the addressee. Communications unrelated to the duties and responsibilities of the Board may be redirected to appropriate Company personnel. The Board has authorized the Corporate Secretary to screen communications to avoid duplicative, abusive, or irrelevant materials.

  27. Class II Directors (Term expiring in 2028)

    | DIRECTOR COMPENSATION |

  28. Class II Directors (Term expiring in 2028)

    We have designed our non-employee director compensation program to achieve the following objectives: (a)align directors’ interests with the long-term interests of our stockholders; (b)attract and retain outstanding director candidates with diverse backgrounds and experiences; and (c)recognize the substantial time commitment required to serve as a Carvana director. The Compensation and Nominating Committee reviews the Company’s director compensation program yearly, and periodically conducts an analysis of director compensation with our independent compensation consultant. Independent directors may not receive, directly or indirectly, any consulting, advisory or other compensatory fees from us, beyond what they receive for their service on the Board, as described below. Members of the Board who are employees of Carvana do not receive compensation for their service on the Board. NON-EMPLOYEE DIRECTOR COMPENSATION STRUCTURE Compensation for our non-employee directors included an annual equity retainer (the “Equity Retainer”) and cash retainers as set forth below (each, a “Cash Retainer”) in compensation for services provided in the second, third, and fourth quarters of 2025, and the first quarter of 2026. Each non-employee director may instead elect to receive his or her Cash Retainer(s) in the form of an award of immediately vested restricted stock units (“RSUs”), which, if elected, will be reportable in the year granted. As of December 31, 2025, we compensated our non-employee directors according to the following structure:

  29. Class II Directors (Term expiring in 2028)

    | Description | Amount | | Annual Grant | Grant of restricted stock units having a fair market value of $250,000, that vests 100% on May 1 of the subsequent year | | Annual Retainer | $75,000 | | Additional Retainer for Chair of a Committee | $35,000 for Audit Committee; $35,000 for Compensation and Nominating Committee | | Additional Retainer for Lead Director | $50,000 | | Additional Retainer for Non-Chair Committee Members | $20,000 for Audit Committee; $20,000 for Compensation and Nominating Committee |

  30. Class II Directors (Term expiring in 2028)

    All non-employee directors are also reimbursed for their reasonable business expenses to attend meetings of our Board and related committees and otherwise attend to our business. 2025 DIRECTOR COMPENSATION The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our non-employee directors for the year ended December 31, 2025:

  31. Class II Directors (Term expiring in 2028)

    | Name | Fees Earned or Paid in Cash (1) | Stock awards ($) (2) | Total ($) | | Ira Platt | $— | $359,940 | $359,940 | | Gregory Sullivan | $130,000 | $236,790 | $366,790 | | Dan Quayle | $— | $326,775 | $326,775 | | Michael Maroone | $— | $374,087 | $374,087 | | Neha Parikh | $— | $345,793 | $345,793 |

  32. Class II Directors (Term expiring in 2028)

    (1) Represents the annual Cash Retainer paid to Mr. Sullivan in cash in the year ended December 31, 2025 for his Board service in the second, third, and fourth quarters of 2025, and the first quarter of 2026. Each of our other non-employee directors elected to receive his or her annual Cash Retainer for the second, third, and fourth quarters of 2025 and the first quarter of 2026 in the form of RSUs (as described below), and therefore their annual Cash Retainers are excluded from this column. (2) The amounts reported in the Stock Awards column are presented as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 and are based on the closing price of Carvana's Class A common stock on January 16, 2025 of $231.92. These amounts represent: (a) For each non-employee director, the Equity Retainer for the year ended December 31, 2025. Each fiscal year 2025 Equity Retainer grant was made on January 17, 2025, in the form of 1,021 RSUs having a grant date fair value of $236,790, based on the closing price of Carvana's Class A common stock on January 16, 2025 of $231.92. As disclosed in the table above, the Equity Retainer grant was calculated at a target value of $250,000 based on a stock price of $245.00, which was chosen based on the closing prices of the Class A common stock during the fourth quarter of 2024, at the beginning of the merit review process for all employees. Each Equity Retainer grant will vest on May 1, 2026, and settle within 30 days thereafter, subject to the non-employee director's continued service on the Board as of such date. (b) For Messrs. Maroone, Platt, and Quayle, and Ms. Parikh, the Cash Retainers (including for service on a Board committee, as a committee chair, and as Lead Director for the second, third, and fourth quarters of 2025 and the first quarter of 2026, as applicable) were received in the form of immediately vesting RSUs on January 17, 2025, with a grant date fair value based on the closing price of Carvana's Class A common stock on January 16, 2025 of $231.92, as detailed below. In each case, the number of RSUs underlying each Cash Retainer grant was calculated based on a stock price of $245.00. (i) Mr. Platt's Cash Retainer grant included the annual Cash Retainer and the Cash Retainers for service as chair of the Audit Committee and as a member of the Compensation and Nominating Committee. Mr. Platt's Cash Retainer grant was calculated at a target value of $130,000, paid in the form of 531 RSUs, and had a grant date fair value $123,150. (ii) Mr. Quayle's Cash Retainer grant included the annual Cash Retainer and the Cash Retainer for service as a member of the Compensation and Nominating Committee. Mr. Quayle's Cash Retainer grant was calculated at a target value of $95,000, paid in the form of 388 RSUs, and had a grant date fair value of $89,985. (iii) Mr. Maroone's Cash Retainer grant included the annual Cash Retainer and the Cash Retainers for service as Lead Director and as a member of the Audit Committee. Mr. Maroone's Cash Retainer grant was calculated at a target value of $145,000, paid in the form of 592 RSUs, and had a grant date fair value of $137,297. (iv) Ms. Parikh's Cash Retainer grant included the annual Cash Retainer and the Cash Retainers for service as a member of the Audit Committee and the Compensation and Nominating Committee. Ms. Parikh's Cash Retainer grant was calculated at a target value of $115,000, paid in the form of 470 RSUs, and had a grant date fair value of $109,003. DIRECTOR AND CEO STOCK OWNERSHIP GUIDELINES Non-employee directors are expected to hold Company stock with a fair market value equal to at least five times the annual Cash Retainer, not including Cash Retainers paid for serving as the Lead Director or as the chair or member of a committee, within five years of initial election. The CEO is expected to hold Company stock with a fair market value equal to at least six times base salary within five years of appointment. Compliance is measured on an annual basis, as of the end of each calendar year. These guidelines serve to align the interests of our directors to those of our stockholders. Under this formula, the current ownership requirement is $1,250,000 (5 x $250,000) of Company stock for non-employee directors, and $5,775,300 (6 x $962,550) of Company stock for our CEO. Each director is expected to continue to meet the ownership requirement for as long as he or she serves as a director of the Board. As of the date of this Proxy Statement, all of the directors, including our CEO, were in compliance with these guidelines. Further details regarding the Company stock ownership guidelines and qualifying forms of ownership thereunder may be found on our website at investors.carvana.com/corporate-governance/governance-documents. The contents of our website are not incorporated by reference in this Proxy Statement.

  33. Class II Directors (Term expiring in 2028)

    | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS |

  34. EXCHANGE AGREEMENT

    EXCHANGE AGREEMENT On April 27, 2017, we entered into an exchange agreement with Carvana Co. Sub LLC (our wholly owned subsidiary), Carvana Group, and the LLC Unitholders. Under the exchange agreement, LLC Unitholders (and certain permitted transferees thereof) may exchange at any time their LLC Units on a five-to-four conversion ratio for either shares of our Class A common stock or for cash, at the Company's discretion. To the extent LLC Unitholders also hold Class B common stock, they will be required to deliver to us the same number of shares of Class B common stock as Class A common stock being exchanged for. We will then cancel those shares of Class B common stock. As LLC Unitholders exchange their interest in Carvana Group, our indirect interest in Carvana Group will increase correspondingly. When an LLC Unitholder makes an exchange, they receive four shares of Class A common stock for every five Class A Units or, at our option, cash equal to the value of a share of Class A common stock multiplied by 0.8 times the number of Class A Units being exchanged. The value of the Class A common stock is determined by the average of the volume-weighted average prices for a share of Class A common stock for each of the three consecutive full trading days ending on and including the last full trading day immediately prior to the related date of exchange. Class B Units are subject to vesting and a participation threshold, and, as a result, LLC Unitholders exchanging vested Class B Units will receive a number of shares of Class A common stock equal to the Class A common stock value (determined the same way as above) less the applicable participation threshold multiplied by 0.8 times the number of vested Class B Units being exchanged, divided by the same Class A common stock value, subject to adjustment as set forth in the exchange agreement.

  35. RELATIONSHIP WITH DRIVETIME

    | WHAT WE DO | WHAT WE DO NOT DO | | ✓ A significant portion of compensation is "at risk" and tied to long-term Company performance | x No discretionary or guaranteed incentive payments | | ✓ Maintain an independent Compensation and Nominating Committee | x No excise-tax gross-up provisions | | ✓ Retain an independent compensation consultant to evaluate our executive compensation and make recommendations | x We do not focus on short-term employee rewards at the expense of long-term corporate gains | | ✓ Maintain a clawback policy | x No option repricing without stockholder consent | | ✓ Annual review of market-based executive compensation levels | x Executives are prohibited from hedging | | ✓ Limited perquisites | |

  36. RELATIONSHIP WITH DRIVETIME

    ROLE OF COMPENSATION AND NOMINATING COMMITTEE AND CHIEF EXECUTIVE OFFICER IN SETTING EXECUTIVE COMPENSATION The Compensation and Nominating Committee oversees the design, development, and implementation of the compensation program for our CEO and other NEOs. The Compensation and Nominating Committee evaluates the performance of our executives, including the NEOs, considering input from our CEO for NEOs other than himself) and advice from its independent compensation consultant. Our CEO does not participate in portions of Compensation and Nominating Committee meetings or meetings of the Board in which his compensation is determined, and recuses himself from certain discussions and decisions regarding his own compensation. Additionally, our CEO has requested that his total compensation be set significantly below the market median in light of his significant ownership interest in our Company. Based on these assessments, the members of the Compensation and Nominating Committee, each of whom is an independent director, make the final compensation decisions for the NEOs other than the CEO, and make recommendations to the Board for the CEO’s compensation. The Board then makes the final decision for the CEO’s compensation. INDEPENDENT COMPENSATION CONSULTANT Our Compensation and Nominating Committee believes that independent advice is important in developing Carvana’s executive compensation programs. Since September 2017, the Compensation and Nominating Committee has engaged Korn Ferry as its independent compensation consultant to advise on executive compensation matters. All work performed by the independent compensation consultant regarding our executive compensation program is tasked and overseen directly by the Compensation and Nominating Committee. Our management provides additional information and analyses to the Compensation and Nominating Committee at the Compensation and Nominating Committee’s direction. Korn Ferry, at the request of and in service to the Compensation and Nominating Committee, provided certain compensation advisory services for 2025, including assistance with establishing a compensation peer group, benchmarking executive compensation, assessing equity usage (including burn rate and dilution), outlining peer group short- and long-term incentive practices, and reviewing the narrative disclosure in this Compensation Discussion and Analysis. Korn Ferry does not provide any other material services to or have any other direct or indirect business relationship with Carvana. The Compensation and Nominating Committee has assessed the qualifications, independence, and potential conflicts of interest of Korn Ferry pursuant to the NYSE rules and concluded that Korn Ferry’s work for the Compensation and Nominating Committee did not raise any conflicts of interest. CONSIDERATION OF THE SAY-ON-PAY VOTE We last held a non-binding, advisory vote to approve the compensation of our NEOs, commonly referred to as the “say-on-pay” vote, at our 2025 annual meeting of stockholders, as required by Section 14A of the Exchange Act. Our advisory resolution to approve the compensation of our NEOs received substantial majority support from stockholders with over 99.5% “For” votes of votes cast. We view this outcome as strong validation of the alignment of our pay practices with stockholder interests and expectations. Nevertheless, we regularly review and evolve our executive compensation program to reflect business strategy, market practices, stockholder feedback, and regulatory developments. We also last held an advisory vote on the frequency of say-on-pay votes at our 2025 annual meeting of stockholders as required by Section 14A, and will follow the annual frequency approved by our stockholders until the next required vote.

  37. RELATIONSHIP WITH DRIVETIME

    Our executive compensation program is designed so that the sum of all components is competitive with market practices. Market practices—or benchmarks—are based on peer-group data and compensation survey data. The Compensation and Nominating Committee, with the assistance of its compensation consultant, Korn Ferry, reviewed and selected potential peer companies based on size, industry focus, growth rates, customer base, and market for talent. The Compensation and Nominating Committee further reviewed and revised the Company's peer group to reflect our online business model, revenue size, and complexity of operations. With the assistance of its compensation consultant, the Compensation and Nominating Committee approved the following compensation peer group in order to determine market pay levels and pay practices for 2025:

  38. RELATIONSHIP WITH DRIVETIME

    The Compensation and Nominating Committee expects to continue to review our compensation peer group on an annual basis, considering changes in our size and business and the businesses of the companies in the peer group. The Compensation and Nominating Committee also uses compensation survey data in its evaluation of executive pay for the NEOs. Survey data provides insight into positions that may not generally be reported in proxy statements and information about the compensation of executives of non-public companies. To assist the Compensation and Nominating Committee in evaluating 2025 compensation levels, the Compensation and Nominating Committee reviewed both peer-group proxy statement data and information from survey databases, utilizing appropriate subsets based on the size of the Company.

  39. RELATIONSHIP WITH DRIVETIME

    In accordance with our overall compensation philosophy and program, executives are provided with a mix of base salary, long-term incentives, and employee benefits. Our compensation philosophy places a significant portion of NEO total compensation at-risk such that compensation will vary based on Carvana's performance. Variable, time-based compensation is a component of compensation for many of our employees, but a higher proportion of our NEOs’ compensation is at risk than that of our general employee population. As shown in the pay mix chart below, which outlines the target compensation approved by our Compensation and Nominating Committee, our compensation program is designed to be highly equity-based. An average of approximately 88.3% of our NEOs' target approved compensation is at risk and tied to stock price performance through grants of time-based RSUs. The following table describes the material elements of compensation and the objectives of each element:

  40. RELATIONSHIP WITH DRIVETIME

    | PROGRAM | | DESCRIPTION | | OBJECTIVES | | ANNUAL COMPENSATION: | | | | | | Base Salary | • | Ongoing cash compensation based on executive officer's role, responsibilities, competitive market positioning, and individual performance. | • | Attract and retain qualified key managerial talent. | | | | | • | Recognize sustained individual performance. | | LONG-TERM COMPENSATION: | | | | | | Long-Term Incentive Program | • | A long-term incentive program using time-based restricted stock units. | • | Focus executives on long-term Company performance and long-term financial and strategic success. | | | | | • | Retention of key talent. | | | | | • | Align employee and stockholder interests via stock ownership. |

  41. RELATIONSHIP WITH DRIVETIME

    The base salaries for the NEOs are reviewed annually by the Compensation and Nominating Committee. Individual salaries are determined based upon a combination of factors, including the scope of responsibilities, individual preferences, performance, experience, our Company’s performance, relative shareholder return, an individual's potential for making contributions to future Company performance, and competitive pay practices at comparable companies. The Compensation and Nominating Committee considers all these factors in determining base salary changes and does not assign a specific weighting to any individual factor. In January 2025, the Compensation and Nominating Committee approved base salary increases of approximately 3.1% on average for the NEOs as part of the Company’s annual merit cycle. In making these adjustments, the Compensation and Nominating Committee considered several factors, including competitive market data relative to our peer group and broader industry benchmarks, individual performance, internal pay equity, and the current inflationary environment. The Compensation and Nominating Committee believes these changes are necessary to attract and retain key leadership talent and to ensure salaries remain market-competitive. The majority of each NEO’s target total direct compensation continues to be at risk and tied to long-term financial and strategic success. For the year ended December 31, 2025, base salaries represented, on average, approximately 11.7% of each executive's target total compensation.

  42. RELATIONSHIP WITH DRIVETIME

    | LONG-TERM INCENTIVE PROGRAM |

  43. RELATIONSHIP WITH DRIVETIME

    The Compensation and Nominating Committee believes that stock-based performance compensation is essential to align the interests of Carvana’s management and its stockholders in enhancing the long-term value of our equity and to encourage executives to remain with the Company. Due to the Compensation and Nominating Committee's focus on long-term growth, the majority of executive compensation is tied to long-term stock price. This structure is reviewed by the Compensation and Nominating Committee annually and may change in the future. Among the varied types of equity awards the Compensation and Nominating Committee is authorized to use under the equity plan, the Compensation and Nominating Committee determined to use time-based RSU grants for the purpose of retention and performance recognition. The Compensation and Nominating Committee determined that time-based RSUs were the most appropriate form of equity compensation for 2025 in light of current market conditions and the Company’s strategic priorities. This approach provides a straightforward and effective means of incentivizing and retaining key executives and directly ties the value of executive compensation to the performance of the Company’s stock over time, ensuring alignment with stockholder interests. 2025 Time-Based RSU Grants For 2025, the Compensation and Nominating Committee granted to each NEO a time-based RSU award. The target value received on January 17, 2025 was equal to approximately 88.3% of each NEO’s total direct compensation. The target values chosen by the Compensation and Nominating Committee were based on a stock price of $245.00, which was chosen based on the closing prices of the Class A common stock during the fourth quarter of 2024, at the beginning of the merit review process for all employees. These RSUs will vest 25% on April 1, 2026 and in 36 monthly installments thereafter, subject to each grantee's continued employment.

  44. RELATIONSHIP WITH DRIVETIME

    | | 2025 Time-Based RSU Grants | | | | Name and Principal Position | Number of RSUs Granted | Target Value | Grant Date Fair Value | | Ernest C. Garcia, III - Chief Executive Officer | 31,990 | $7,837,550 | $7,419,121 | | Mark Jenkins - Chief Financial Officer | 31,816 | $7,794,920 | $7,378,767 | | Benjamin Huston - Chief Operating Officer | 31,816 | $7,794,920 | $7,378,767 | | Daniel Gill - Chief Product Officer | 28,470 | $6,975,150 | $6,602,762 | | Thomas Taira - President, Special Projects | 19,225 | $4,710,125 | $4,458,662 |

  45. RELATIONSHIP WITH DRIVETIME

    2023 Performance-Based RSU Grants As previously disclosed, for 2023, the Compensation and Nominating Committee granted each of the NEOs an award of performance-based restricted stock units ("PSUs"), 50% of which was contingent upon the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K reflecting positive Adjusted EBITDA for a calendar quarter ending on or before December 31, 2023 (the “2023 Adjusted EBITDA PSUs”), and 50% of which was contingent upon the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K reflecting positive Core Free Cash Flow for a calendar quarter ending on or before December 31, 2025 (the “2023 Core Free Cash Flow PSUs”). Core Free Cash Flow is defined as Adjusted EBITDA minus capital expenditures and interest expense. 100% of the 2023 Adjusted EBITDA PSUs vested upon the filing of the Company's Quarterly Report on Form 10-Q for the second quarter of 2023 on July 19, 2023, and 100% of the 2023 Core Free Cash Flow PSUs vested upon the filing of the Company's Quarterly Report on Form 10-Q for the first quarter of 2024 on May 1, 2024. 2024 Performance-Based RSU Grants As previously disclosed, for 2024, the Compensation and Nominating Committee granted the NEOs a PSU award: •33.3% of which vested on October 30, 2024, upon the filing of a Quarterly Report on Form 10-Q reflecting that, on a rolling basis, in the prior four fiscal quarters combined, the Company achieved over $1 billion of Adjusted EBITDA (as defined in the report, i.e. net income (loss) plus income tax (benefit) provision, interest expense, other operating expense, net, other (income) expense, net, depreciation and amortization expense in cost of sales and selling, general, and administrative ("SG&A") expenses, share-based compensation expense in cost of sales and SG&A expenses, and certain other adjustments) or more (the "Adjusted EBITDA PSUs"); •33.3% of which will vest contingent upon the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K reflecting (i) the metrics required for the vesting of the Adjusted EBITDA PSUs and (ii) that on a rolling basis, in the prior four fiscal quarters combined, the Company has achieved the sale of 600,000 retail vehicles (the “600,000 Vehicle PSUs”); and •33.3% of which will vest contingent upon the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K reflecting (i) the metrics required for the vesting of the Adjusted EBITDA PSUs and (ii) that on a rolling basis, in the prior four fiscal quarters combined, the Company has achieved the sale of one million retail vehicles (the “One Million Vehicle PSUs”). PERQUISITES AND BENEFITS Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we did not provide perquisites to our executive officers in 2025, including our NEOs, except as follows: each of the NEOs, along with certain other employees, can use one of the Company inventory vehicles (which generally will be replaced every three years); each of the NEOs, along with many of our employees, may use a company-provided cellular phone; and each of the NEOs, along with all of our employees, may participate in our 401(k) match benefit, which is based on salary. We do not expect that any future perquisites or other personal benefits will be a significant aspect of our executive compensation program. All future practices with respect to perquisites or other personal benefits will be approved and remain subject to periodic review by the Compensation and Nominating Committee. TERMINATION, SEVERANCE, AND CHANGE IN CONTROL BENEFITS We do not have employment or severance agreements with our executives. In the event of a change in control for either Carvana Co. or Carvana Group, any payment due to the NEOs would be governed by the NEOs' individual equity award agreements made under the Company's 2017 Omnibus Incentive Plan (the "Plan"). The Compensation and Nominating Committee believes that payments to NEOs in the event of a change in control as governed by these agreements benefit stockholders by providing an important incentive to NEOs to remain focused on running the business in the case of a pending or actual change in control event. In the event of a Change in Control of Carvana Co. (as the term is defined in the Plan) and if an NEO is terminated involuntarily without Cause (as the term is defined in the Plan) within twenty-four months following the Change in Control, then all outstanding unvested stock options, time-based RSUs, and PSUs of the NEO granted under effective equity award agreements will become fully exercisable and vested. An NEO whose employment is terminated because of death or disability will have one year from the time of termination to exercise any then-vested options, instead of the usual 90 days, provided that such exercise must occur prior to the expiration date of the options. If an NEO’s employment is terminated due to the NEO's disability, and that NEO later dies within a year of such termination, the legal representative of the NEO’s estate may exercise the options within the earlier period of the one year anniversary of the date of death and the expiration date of the options. Each NEO is also required to comply with the restrictive covenants set forth in each individual equity award agreement. All NEOs are subject to confidentiality obligations pursuant to their award agreements. In addition, Messrs. Garcia, Jenkins, Huston, and Taira are subject to non-competition provisions during the NEO's employment and for a period of 18 months after termination. Messrs. Garcia, Jenkins, Huston, and Taira are also required to comply with non-solicitation and non-interference obligations during the NEO's employment and for a period of 12 months after termination. Except for these arrangements described above, none of our NEOs have entered into any plans, arrangements or agreements with Carvana providing for payments upon termination of employment or change in control of Carvana, other than payments generally available to all salaried employees that do not discriminate in scope, terms, or operation in favor of the executive officers of Carvana.

  46. RELATIONSHIP WITH DRIVETIME

    COMPENSATION RECOVERY (“CLAWBACK”) POLICY The Compensation and Nominating Committee adopted a revised Clawback Policy, effective as of July 25, 2023. As required by SEC and NYSE rules, the Clawback Policy requires Carvana to recover erroneously awarded incentive-based compensation (as defined therein) from current and former executive officers in the event of certain restatements of financial information. The Company is required to recover compensation in accordance with the Clawback Policy except in very limited circumstances, such as when the direct cost of recovery would exceed the amount recovered. Recovery will be on a pre-tax basis, applies without regard to individual fault or misconduct, and the Company will not indemnify or reimburse any executive officer for amounts recovered or for premiums on insurance purchased to cover such amounts. The Compensation and Nominating Committee believes the Clawback Policy is in the best interests of Carvana as it reinforces the Company’s compensation philosophy. The foregoing is intended to be a summary only. To review a copy of our Clawback Policy in its entirety, please refer to Exhibit 97.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. POLICY REGARDING HEDGING AND PLEDGING OF COMPANY STOCK Carvana’s securities trading policy prohibits certain Carvana securities-related transactions by directors, officers and other employees or requires specific notice and pre-approval requirements. Such prohibitions are premised on the belief that even in those circumstances where the proposed transaction may not constitute a violation of law or applicable regulations, it is nonetheless inappropriate for any director, officer, or other employee to engage in short-term or speculative transactions in our securities that may be viewed as reducing their incentive to improve our performance or inconsistent with the objectives of our stockholders in general. Therefore, it is our policy that directors, officers, and all other employees may not engage in any transactions involving our securities which constitute short sales, puts, calls, or other similar derivative securities. The policy also prohibits certain other transactions, including hedging or monetization transactions—e.g., zero-cost collars, forward sale contracts, and arrangements by directors, officers and certain other employees from pledging company securities as collateral for a loan (without adequate assurance of other available assets to satisfy the loan). POLICIES AND PRACTICES FOR GRANTING CERTAIN EQUITY AWARDS In order to ensure consistency in the design of executive compensation, the Board and Compensation and Nominating Committee have determined to grant all annual equity awards to executive officers, including stock options, time-based RSUs, and PSUs in the first quarter of each year. The Board and Compensation and Nominating Committee do not take material nonpublic information into account when determining the timing and terms of awards, and maintain a policy against any timing of disclosure of material nonpublic information for the purpose of affecting the value of any executive compensation.

  47. RELATIONSHIP WITH DRIVETIME

    We believe that our compensation programs create appropriate incentives to drive sustained, long-term increases in shareholder value. These programs have been designed in a manner that discourages undue risk-taking by employees, and the Compensation and Nominating Committee monitors the incentives created by these programs and policies to determine whether they create undue or misaligned risk-taking. Relevant features of these programs include: •Focus on weighting compensation toward four-year vesting schedules of equity awards; •Performance incentives that balance growth with profitability; •Executive pay generally targeted to be competitive with market practices for comparable roles, informed by an appropriate peer group, except the CEO, who has compensation significantly below market levels due to his significant ownership interest in us; •No employment agreements with executive officers; and •Restrictions on trading in Carvana Class A common stock to reduce insider trading compliance risk, as well as prohibitions on pledging and hedging Carvana capital stock. In light of these features, the Compensation and Nominating Committee has concluded that the risks arising from our executive and employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

  48. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our NEOs for the past three fiscal years:

  49. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Stock awards | Option awards | All other compensation | Total | | | | ($) (1) | ($) (2) | ($) (2) | ($) (3) | ($) | | Ernest C. Garcia, III | 2025 | $961,674 | $7,419,121 | $— | $1,760 | $8,382,555 | | Chief Executive Officer | 2024 | $930,000 | $4,545,530 | $5,117,706 | $2,164 | $10,595,400 | | | 2023 | $912,238 | $2,071,711 | $3,470,000 | $712 | $6,454,661 | | Mark Jenkins | 2025 | $954,435 | $7,378,767 | $— | $21,647 | $8,354,849 | | Chief Financial Officer | 2024 | $923,000 | $4,508,688 | $5,075,873 | $14,277 | $10,521,838 | | | 2023 | $905,375 | $2,054,904 | $3,459,680 | $21,682 | $6,441,641 | | Benjamin Huston | 2025 | $954,435 | $7,378,767 | $— | $19,743 | $8,352,945 | | Chief Operating Officer | 2024 | $923,000 | $4,508,688 | $5,075,873 | $17,124 | $10,524,685 | | | 2023 | $905,423 | $2,054,904 | $3,459,680 | $19,155 | $6,439,162 | | Daniel Gill | 2025 | $825,000 | $6,602,762 | $— | $51,837 | $7,479,599 | | Chief Product Officer | 2024 | $825,000 | $4,031,747 | $4,539,034 | $51,306 | $9,447,087 | | | 2023 | $809,265 | $1,837,483 | $3,093,755 | $51,134 | $5,791,637 | | Thomas Taira (4) | 2025 | $838,184 | $4,458,662 | $— | $7,710 | $5,304,556 | | President, Special | 2024 | $800,399 | $2,789,644 | $2,978,335 | $7,800 | $6,576,178 | | Projects | 2023 | $1,014,000 | $1,210,837 | $1,872,676 | $7,488 | $4,105,001 |

  50. 2025 SUMMARY COMPENSATION TABLE

    (1) As disclosed in the Company's Current Report on Form 8-K, dated May 10, 2022, Messrs. Garcia, Jenkins, Huston, and Gill volunteered to forego their salaries for a portion of 2022 to help contribute to severance pay for departing team members in connection with a workforce reduction. This reduction carried through to the first pay period of 2023. The amounts reported as salaries for the NEOs for 2023 show the base salary for each NEO approved by the Board and the Compensation and Nominating Committee in February 2023 (for Mr. Garcia $930,000; for Messrs. Jenkins and Huston $923,000; and for Mr. Gill $825,000 for both 2022 and 2023) adjusted for the amount each NEO voluntarily waived. These amounts represent the actual salary each NEO received for 2023. (2) The amounts reported in the Stock Awards and Option Awards columns represent the grant date fair value of the RSUs, PSUs, and stock options granted to the NEOs during the years presented as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. A discussion of the assumptions used in computing the grant date fair values may be found in Carvana's Annual Report on Form 10-K for 2025, Item 8, Note 12 — Equity-Based Compensation. Amounts include RSUs and stock options that vest over the course of four years, and PSUs that vest on the achievement of certain financial metrics, as further discussed above. (3) The following items were included in “All Other Compensation” for 2023, 2024, and 2025:

  51. 2025 SUMMARY COMPENSATION TABLE

    | Name | Year | 401(k) Plan Company Match($) (i) | Incremental Cost of Company Car($) (ii) | Cellphone Expense($) (iii) | Unused Vacation Payment($) (iv) | Total | | Ernest C. Garcia, III | 2025 | $— | $— | $1,760 | $— | $1,760 | | | 2024 | $— | $— | $2,164 | $— | $2,164 | | | 2023 | $— | $— | $712 | $— | $712 | | Mark Jenkins | 2025 | $2,639 | $18,500 | $508 | $— | $21,647 | | | 2024 | $2,556 | $11,122 | $599 | $— | $14,277 | | | 2023 | $2,558 | $18,500 | $624 | $— | $21,682 | | Benjamin Huston | 2025 | $3,958 | $14,750 | $1,035 | $— | $19,743 | | | 2024 | $3,834 | $12,354 | $936 | $— | $17,124 | | | 2023 | $3,623 | $14,750 | $782 | $— | $19,155 | | Daniel Gill | 2025 | $6,549 | $— | $864 | $44,424 | $51,837 | | | 2024 | $6,143 | $— | $739 | $44,424 | $51,306 | | | 2023 | $5,639 | $— | $1,071 | $44,424 | $51,134 | | Thomas Taira(4) | 2025 | $7,710 | $— | $— | $— | $7,710 | | | 2024 | $7,800 | $— | $— | $— | $7,800 | | | 2023 | $7,488 | $— | $— | $— | $7,488 |

  52. 2025 SUMMARY COMPENSATION TABLE

    (i) Represents discretionary matching contributions under our 401(k) Plan. (ii) The incremental cost of the Company car to us has been calculated based on the depreciation value of the vehicle. (iii) Represents the cost of Company-paid cell phone and related service. (iv) Represents vacation payout of time accrued and unused at year end, paid out as required by California law. (4) Mr. Taira served as an NEO in 2023 and 2025.

  53. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS

  54. 2025 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | All other stock awards: Number of shares of stock or units (#) (1) | Grant date fair value of stock awards (2) | | Ernest C. Garcia, III | 1/16/2025 | 31,990 | $7,419,121 | | Mark Jenkins | 1/16/2025 | 31,816 | $7,378,767 | | Benjamin Huston | 1/16/2025 | 31,816 | $7,378,767 | | Daniel Gill | 1/16/2025 | 28,470 | $6,602,762 | | Thomas Taira | 1/16/2025 | 19,225 | $4,458,662 |

  55. 2025 GRANTS OF PLAN-BASED AWARDS

    (1) The amounts in this column represent the number of shares that would be issued for awards of RSUs which are scheduled to vest 25% on April 1, 2026 and in 36 monthly installments thereafter, subject to the grantee's continued employment, as more fully described above under “Compensation Discussion and Analysis—Long Term Incentive Program.” (2) The amounts reported in this column represent the grant date fair value of the RSUs granted to the NEOs as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718.

  56. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

  57. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying un-exercised options (#) exercisable | Number of securities underlying un-exercised options (#) un-exercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested($) (1) | | Ernest C. Garcia, III: | | | | | | | | | | Non-qualified stock options (2) | 15,458 | 21,641 | $51.97 | 2/13/2034 | — | $— | — | $— | | Non-qualified stock options (2) | 40,723 | 57,012 | $42.03 | 1/24/2034 | — | $— | — | $— | | Non-qualified stock options (3) | 333,333 | 166,667 | $10.07 | 2/23/2033 | — | $— | — | $— | | Non-qualified stock options (4) | 44,902 | 4,082 | $126.40 | 2/21/2032 | — | $— | — | $— | | Non-qualified stock options (5) | 18,044 | — | $296.05 | 2/14/2031 | — | $— | — | $— | | Non-qualified stock options (6) | 29,250 | — | $88.62 | 2/14/2030 | — | $— | — | $— | | Non-qualified stock options (7) | 64,426 | — | $38.00 | 2/25/2029 | — | $— | — | $— | | Non-qualified stock options (8) | 15,988 | — | $44.21 | 7/28/2028 | — | $— | — | $— | | Restricted stock units (9) | — | — | $— | | 31,990 | $13,500,420 | — | $— | | Restricted stock units (10) | — | — | $— | | 19,004 | $8,020,068 | — | $— | | Restricted stock units (11) | — | — | $— | | 33,183 | $14,003,890 | — | $— | | Restricted stock units (12) | — | — | $— | | 869 | $366,735 | — | $— | | Performance stock units (13) | — | — | $— | | — | $— | 22,412 | $9,458,312 | | Performance stock units (13) | — | — | $— | | — | $— | 22,412 | $9,458,312 | | Mark Jenkins: | | | | | | | | | | Non-qualified stock options (2) | 132 | 21,464 | $51.97 | 2/13/2034 | — | $— | — | $— | | Non-qualified stock options (2) | 156 | 56,547 | $42.03 | 1/24/2034 | — | $— | — | $— | | Non-qualified stock options (3) | 12,342 | 166,171 | $10.07 | 2/23/2033 | — | $— | — | $— |

  58. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying un-exercised options (#) exercisable | Number of securities underlying un-exercised options (#) un-exercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested($) (1) | | Non-qualified stock options (4) | 13,159 | 4,049 | $126.40 | 2/21/2032 | — | $— | — | $— | | Restricted stock units (9) | — | — | $— | | 31,816 | $13,426,988 | — | $— | | Restricted stock units (10) | — | — | $— | | 18,849 | $7,954,655 | — | $— | | Restricted stock units (11) | — | — | $— | | 32,912 | $13,889,522 | — | $— | | Restricted stock units (12) | — | — | $— | | 862 | $363,781 | — | $— | | Performance stock units (13) | — | — | $— | | — | $— | 22,231 | $9,381,927 | | Performance stock units (13) | — | — | $— | | — | $— | 22,231 | $9,381,927 | | Benjamin Huston: | | | | | | | | | | Non-qualified stock options (2) | 15,331 | 21,464 | $51.97 | 2/13/2034 | — | $— | — | $— | | Non-qualified stock options (2) | 40,390 | 56,547 | $42.03 | 1/24/2034 | — | $— | — | $— | | Non-qualified stock options (3) | 182,342 | 166,171 | $10.07 | 2/23/2033 | — | $— | — | $— | | Non-qualified stock options (4) | 44,539 | 4,049 | $126.40 | 2/21/2032 | — | $— | — | $— | | Non-qualified stock options (5) | 17,687 | — | $296.05 | 2/14/2031 | — | $— | — | $— | | Non-qualified stock options (6) | 28,422 | — | $88.62 | 2/14/2030 | — | $— | — | $— | | Restricted stock units (9) | — | — | $— | | 31,816 | $13,426,988 | — | $— | | Restricted stock units (10) | — | — | $— | | 18,849 | $7,954,655 | — | $— | | Restricted stock units (11) | — | — | $— | | 32,912 | $13,889,522 | — | $— | | Restricted stock units (12) | — | — | $— | | 862 | $363,781 | — | $— | | Performance stock units (13) | — | — | $— | | — | $— | 22,231 | $9,381,927 | | Performance stock units (13) | — | — | $— | | — | $— | 22,231 | $9,381,927 | | Daniel Gill: | | | | | | | | | | Non-qualified stock options (2) | 4,113 | 19,194 | $51.97 | 2/13/2034 | — | $— | — | $— |

  59. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying un-exercised options (#) exercisable | Number of securities underlying un-exercised options (#) un-exercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested($) (1) | | Non-qualified stock options (2) | 4,567 | 50,566 | $42.03 | 1/24/2034 | — | $— | — | $— | | Non-qualified stock options (3) | 18,575 | 148,595 | $10.07 | 2/23/2033 | — | $— | — | $— | | Non-qualified stock options (4) | 5,431 | 3,620 | $126.40 | 2/21/2032 | — | $— | — | $— | | Restricted stock units (9) | — | — | $— | | 28,470 | $12,014,909 | — | $— | | Restricted stock units (10) | — | — | $— | | 16,855 | $7,113,147 | — | $— | | Restricted stock units (11) | — | — | $— | | 29,431 | $12,420,471 | — | $— | | Restricted stock units (12) | — | — | $— | | 771 | $325,377 | — | $— | | Performance stock units (13) | — | — | $— | | — | $— | 19,879 | $8,389,336 | | Performance stock units (13) | — | — | $— | | — | $— | 19,879 | $8,389,336 | | Tom Taira: | | | | | | | | | | Non-qualified stock options (2) | 8,996 | 12,594 | $51.97 | 2/13/2034 | — | $— | — | $— | | Non-qualified stock options (2) | 23,700 | 33,179 | $42.03 | 1/24/2034 | — | $— | — | $— | | Non-qualified stock options (3) | 61,336 | 89,946 | $10.07 | 2/23/2033 | — | $— | — | $— | | Non-qualified stock options (4) | 24,592 | 2,236 | $126.40 | 2/21/2032 | — | $— | — | $— | | Non-qualified stock options (5) | 9,973 | — | $296.05 | 2/14/2031 | — | $— | — | $— | | Restricted stock units (9) | — | — | $— | | 19,225 | $8,113,335 | — | $— | | Restricted stock units (10) | — | — | $— | | 11,060 | $4,667,541 | — | $— | | Restricted stock units (11) | — | — | $— | | 17,815 | $7,518,286 | — | $— | | Restricted stock units (12) | — | — | $— | | 476 | $200,882 | — | $— | | Performance stock units (13) | — | — | $— | | — | $— | 14,099 | $5,950,060 | | Performance stock units (13) | — | — | $— | | — | $— | 14,099 | $5,950,060 |

  60. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR END

    (1) Amounts were determined based on the closing price of Carvana's Class A common stock on December 31, 2025 of $422.02. These values may not reflect the value actually realized by the NEOs upon vesting. (2) These stock options vested 25% on April 1, 2025, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (3) These stock options vested 25% on April 1, 2024, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (4) These stock options vested 25% on April 1, 2023, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (5) These stock options vested 25% on April 1, 2022, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (6) These stock options vested 25% on April 1, 2021, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (7) These stock options vested 25% on April 1, 2020, and the remaining amount vested in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (8) These stock options vested 25% on April 1, 2019, and the remaining amount vested in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (9) These RSUs vest 25% on April 1, 2026, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (10) These RSUs vested 25% on April 1, 2025, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (11) These RSUs vested 25% on April 1, 2024, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (12) These RSUs vested 25% on April 1, 2023, and the remaining amount vests in 36 monthly installments on the first of each month thereafter, subject to the grantee's continued employment. (13) These PSUs vest on the date that Carvana files a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K with the SEC reflecting achievement of the performance metrics underlying the 600,000 Vehicle PSUs and the One Million Vehicle PSUs (each as defined above).

  61. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED

  62. 2025 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards (1) | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Ernest C. Garcia, III | — | $— | 41,370 | $11,973,601 | | Mark Jenkins | 252,922 | $60,865,904 | 41,028 | $11,874,610 | | Benjamin Huston | 218,495 | $77,559,489 | 41,028 | $11,874,610 | | Daniel Gill | 455,144 | $148,210,131 | 36,691 | $10,619,293 | | Tom Taira | 88,471 | $25,899,657 | 22,856 | $6,599,693 |

  63. 2025 OPTION EXERCISES AND STOCK VESTED

    (1) Amounts include the vesting of RSUs and PSUs in 2025. The number of shares and values were determined based on the closing price of Carvana’s Class A common stock on each vesting date.

  64. POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL As described in “Compensation Discussion and Analysis – Termination, Severance, and Change in Control Benefits” above, we do not have an employment or severance plan or agreement with any of our NEOs; however, our NEOs would be entitled to accelerated vesting of certain equity awards upon a change in control or the occurrence of an involuntary termination without cause within 24 months of a change in control. The following table shows the value of the accelerated vesting of equity awards each NEO would have received if on December 31, 2025 there was a change in control and the NEOs were terminated, with values calculated based on the Company's closing stock price on December 31, 2025:

  65. POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL

    | Name | Accelerated Vesting on an Involuntary Termination without Cause Within 24 Months of a Change in Control ($) (1) | | Ernest C. Garcia, III | $154,345,170 | | Mark Jenkins | $153,479,957 | | Benjamin Huston | $153,479,957 | | Daniel Gill | $137,253,746 | | Thomas Taira | $87,382,522 |

  66. POTENTIAL PAYMENTS UPON A TERMINATION OR CHANGE IN CONTROL

    (1) Amounts in this column represent the value based on the Company's closing stock price as of December 31, 2025 of $422.02, and include (a) all outstanding unvested time-based RSUs granted in 2022, 2023, 2024, and 2025 (b) all unvested stock options granted in 2022, 2023, and 2024, and (c) all outstanding unvested PSUs granted in 2024, all of which would become fully vested if the NEO is involuntarily terminated without cause within 24 months of a change in control of Carvana. Each NEO is required to comply with the restrictive covenants set forth in each NEO's individual equity award agreement, which includes post-employment confidentiality obligations for all NEOs, and post-employment non-solicitation, non-competition, and non-interference obligations for Messrs. Garcia, Jenkins, Huston, and Taira. Please see “Compensation Discussion and Analysis – Termination, Severance, and Change in Control Benefits” for a more detailed discussion regarding the acceleration and treatment of such equity awards.

  67. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” our executive compensation program reflects a variable pay-for-performance philosophy. We use grants of time-based RSUs, and have previously used stock options to incentivize our NEOs to increase the value of our enterprise for our stockholders. We have further previously used PSUs to tie executive incentives to key metrics in the Company's operating plan and future success. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s philosophy aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  68. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for CEO (1) | Compensation Actually Paid to CEO (2) | Average Summary Compensation Table Total for Non-CEO NEOs (3) | Average Compensation Actually Paid to Non-CEO NEOs (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) (7) | Adjusted EBITDA (8) | | | | | | | Company Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | $8,382,555 | $110,136,005 | $7,372,987 | $94,899,087 | $176.18 | $150.08 | $1,895 | $2,237 | | 2024 | $10,595,400 | $118,068,079 | $9,291,363 | $103,567,575 | $84.90 | $148.71 | $404 | $1,378 | | 2023 | $6,454,661 | $38,123,022 | $5,694,360 | $32,914,702 | $22.10 | $109.75 | $150 | $339 | | 2022 | $5,594,436 | $(10,103,013) | $5,017,181 | $(8,193,813) | $1.98 | $77.70 | $(2,894) | $(1,041) | | 2021 | $5,050,345 | $5,302,981 | $4,426,654 | $5,423,458 | $96.76 | $118.97 | $(287) | $64 |

  69. PAY VERSUS PERFORMANCE

    (1) Mr. Garcia was our Chief Executive Officer in all years presented. The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Garcia for each corresponding year in the “Total” column of the Summary Compensation Table (the “SCT”). Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.” (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Garcia, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Garcia during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Garcia’s total compensation for each year to determine the compensation actually paid (all fair value amounts have been computed in accordance with FASB ASC Topic 718). No adjustments were required for (i) any decrease for awards granted in a prior year that were forfeited or (ii) any increase for the dollar value of any dividends or other earnings paid on equity awards that were not otherwise included in another component of total compensation.

  70. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation “Actually Paid” to the CEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation in the SCT | $8,382,555 | $10,595,400 | $6,454,661 | $5,594,436 | $5,050,345 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (7,419,121) | (4,545,530) | (2,071,711) | (1,318,099) | (1,073,181) | | Deduction for Amounts Reported under “Option Awards” Column in the SCT | — | (5,117,706) | (3,470,000) | (3,953,009) | (3,219,213) | | Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year End | 13,500,420 | 39,857,986 | 32,410,762 | 90,575 | 3,218,077 | | Increase for Fair Value of Awards Granted During Year that Vest During Year | — | 4,646,232 | 2,962,478 | — | — | | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | 75,073,883 | 54,299,787 | 1,517,897 | (5,322,028) | (547,408) | | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | 20,598,268 | 18,331,910 | 318,935 | (5,194,888) | 1,874,361 | | Compensation Actually Paid to the CEO | $110,136,005 | $118,068,079 | $38,123,022 | $(10,103,013) | $5,302,981 |

  71. PAY VERSUS PERFORMANCE

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Garcia, who has served as our CEO since 2012) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Garcia) included for purposes of calculating the average amounts in each applicable year are as follows: Messrs. Jenkins, Huston, and Gill in all applicable years, Mr. Breaux, who was an NEO in 2024, and Mr. Taira, who was an NEO in 2021, 2022, 2023, and 2025. All fair value amounts have been computed in accordance with FASB ASC Topic 718. (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Garcia), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Garcia) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Garcia) for each year to determine the compensation actually paid (all fair value amounts have been computed in accordance with FASB ASC Topic 718). No adjustments were required for (i) any decrease for awards granted in a prior year that were forfeited or (ii) any increase for the dollar value of any dividends or other earnings paid on equity awards that were not otherwise included in another component of total compensation.

  72. PAY VERSUS PERFORMANCE

    | Adjustments to Determine Compensation “Actually Paid” to Non-CEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Total Compensation in the SCT | $7,372,987 | $9,291,363 | $5,694,360 | $5,017,181 | $4,426,654 | | Deduction for Amounts Reported under the “Stock Awards” Column in the SCT | (6,454,740) | (3,976,997) | (1,789,532) | (1,130,904) | (910,872) | | Deduction for Amounts Reported under “Option Awards” Column in the SCT | — | (4,477,333) | (2,971,448) | (3,378,284) | (2,731,755) | | Increase for Fair Value of Awards Granted During Year that Remain Unvested as of Year End | 11,745,555 | 34,871,384 | 27,783,053 | 77,402 | 2,730,942 | | Increase for Fair Value of Awards Granted During Year that Vest During Year | — | 4,065,194 | 2,592,119 | 3,789 | — | | Change in Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End | 64,579,183 | 47,700,106 | 1,294,216 | (4,317,174) | (501,061) | | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | 17,656,102 | 16,093,858 | 311,934 | (4,465,823) | 2,409,550 | | Compensation Actually Paid to the Non-CEO NEOs | $94,899,087 | $103,567,575 | $32,914,702 | $(8,193,813) | $5,423,458 |

  73. PAY VERSUS PERFORMANCE

    (5) Cumulative Total Shareholder Return (“TSR”) is calculated based on a fixed investment of $100 at the measurement point, on the same cumulative basis as is used in Item 201(e) of Regulation S-K. (6) The dollar amounts reported in column (g) represent the weighted peer group total stockholder return ("TSR"), weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: the Standard and Poor's 500 Consumer Discretionary Distribution & Retailing Index. (7) The dollar amounts reported in column (h) represent the amount of net income (loss) attributable to Carvana and Class A common stockholders reflected in the Company’s audited financial statements for the applicable year. (8) Adjusted EBITDA is defined as net income (loss) plus income tax (benefit) provision, interest expense, other operating expense, net, other (income) 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 certain other adjustments. Analysis of the Information Presented in the Pay versus Performance Table Carvana’s compensation program is designed to retain key talent, foster long-term growth, and enhance stockholder value. As outlined in the section “Compensation Discussion and Analysis – Compensation Components,” an average of 88.3% of our NEOs’ compensation is at risk and closely bound to Carvana's stock performance, reinforcing the alignment between management interests and the interests of our stockholders. Carvana's use of RSUs in executive compensation focuses management interests on long term growth and ties rewards to durable stock performance. As detailed in footnotes two (2) and four (4) of the Pay versus Performance chart above, our emphasis on stock price-dependent compensation, alongside a strategic focus on equity based long-term growth incentives, has resulted in a significant portion of compensation actually paid being contingent on annual changes in the fair value of equity awards. The Company’s grants of time-based RSUs and prior grants of stock options to the CEO and other NEOs on a four-year vesting schedule continue to render the yearly value of compensation actually paid highly responsive to changes in the Company’s stock performance. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  74. PAY VERSUS PERFORMANCE

    | Change in Compensation and Performance Metrics | | | | | | Compensation and Performance Metrics | 2024 to 2025 | 2023 to 2024 | 2022 to 2023 | 2021 to 2022 | | Compensation Actually Paid to CEO | (7)% | 210% | 477% | (291)% | | Compensation Actually Paid to Non-CEO NEOs | (8)% | 215% | 502% | (251)% | | Carvana Total Shareholder Return | 108% | 284% | 1,016% | (98)% | | Peer Group Total Shareholder Return | 1% | 35% | 41% | (35)% | | Net Income | 369% | 169% | 105% | (908)% | | Adjusted EBITDA | 62% | 306% | 133% | (1,727)% |

  75. PAY VERSUS PERFORMANCE

    Compensation Actually Paid and Cumulative TSR; Cumulative TSR of the Company and Cumulative TSR of the Peer Group As demonstrated by the table above, the amount of compensation actually paid to Mr. Garcia and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Garcia) is aligned with the changes to the Company’s cumulative TSR between 2021 and 2025, and in the relative performance of Carvana's TSR in relation to its peer group. The Company’s Class A common stock price and TSR declined in 2022, which led to a decrease in compensation actually paid to all of the NEOs, and conversely, when the Class A common stock price and TSR increased in 2023 and 2024, the NEOs' compensation actually paid showed a corresponding increase. While the TSR and stock price continued to increase in 2025, the compensation actually paid to the NEOs decreased slightly from 2024. This is partially due to the fact that the Company's stock price rose dramatically during 2024, which substantially increased the year-end fair value of awards granted that year. By contrast, while 2025 also saw strong stock appreciation, the rate of increase was lower, resulting in a smaller fair value adjustment on 2025 awards. Carvana’s TSR decreased in relation to its peer group in 2022, followed by a significant increase in TSR, in relation to its peer group in 2023, 2024, and 2025. Due to the influence of stock price on the equity compensation granted to the NEOs, these trajectories are highly correlated to the yearly changes in compensation actually paid to our CEO and the other NEOs. Compensation Actually Paid and Net Income As discussed above, stock price is a very large driver for the value of executive compensation, and while we have not used net income as a performance measure in our executive compensation program, Adjusted EBITDA and Core Free Cash Flow were used as performance measures in 2023 and 2024, as further discussed below. As demonstrated by the table above, the compensation actually paid to Mr. Garcia, as well as to the other NEOs, is somewhat aligned with our net income between 2021 and 2025. The decrease in net income from 2021 to 2022 is accompanied by a decrease in compensation actually paid, due to the stock price impact on equity compensation. The subsequent increase in net income from 2022 through 2024 is similarly aligned with an increase in compensation actually paid, due in part to an increase in the Company's Class A common stock price, and in part due to the vesting of the 2023 and 2024 Adjusted EBITDA PSUs and 2023 Core Free Cash Flow PSUs, which helped partially align executive compensation with net income levels. While net income continued to increase in 2025, the compensation actually paid to the NEOs decreased slightly from 2024, partially due to the dramatic stock appreciation in 2024, as further discussed above. In addition, to incentivize long-term growth, the Company also did not grant any PSUs in 2025 linked to net income or any other financial metrics. Further, the Company's net income in each of 2022, 2023, and 2025 was significantly impacted by one-time events associated with goodwill impairment, debt cancellation, and income tax and related matters, respectively, which in each year caused net income to deviate more significantly from Adjusted EBITDA than in historical years. Compensation Actually Paid and Adjusted EBITDA Company Adjusted EBITDA results have had a significant impact on NEO compensation in 2023 and 2024. In 2024, all NEOs were granted PSU awards, one third of which vested on October 30, 2024, on the filing of a Quarterly Report on Form 10-Q, reflecting that, on a rolling basis, in the prior four fiscal quarters combined, the Company had achieved over $1 billion of Adjusted EBITDA. The remaining two thirds of the PSUs granted in 2024 vest on the filing of a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K, reflecting (i) the metrics required for the vesting of the Adjusted EBITDA PSUs and (ii) that on a rolling basis, in the prior four fiscal quarters combined, the Company has achieved the sale of 600,000 and one million retail vehicles, respectively. This vesting structure made the entirety of the PSUs, representing a target of an average 30.0% of executive compensation in 2024, dependent on the achievement of Adjusted EBITDA goals. Positive Adjusted EBITDA was further one of the two financial measures that the Compensation and Nominating Committee set as vesting criteria under our 2023 PSU grants. Approximately 9.1% of the NEOs' target compensation in 2023 was granted in the form of PSUs tied to the achievement of positive Adjusted EBITDA, and another 9.1% of NEO compensation was granted in the form of PSUs tied to the achievement of positive Core Free Cash Flow, which awards vested in 2023 and 2024, respectively. In both 2025 and in the years prior to 2023, Adjusted EBITDA was not a metric used in setting executive compensation, and the alignment between compensation actually paid and Adjusted EBITDA in those years largely mirrors the alignment with net income discussed above, due to fluctuations in the Class A common stock price. Tabular List of Carvana's most important metrics that link Compensation Actually Paid to the CEO and Other NEOs The following list represents the only financial metrics used by Carvana to link compensation actually paid to our NEOs with our financial performance in 2025: •Adjusted EBITDA •Retail Units Sold As disclosed above, Adjusted EBITDA is defined as net income plus income tax (benefit) provision, interest expense, other operating expense, net, depreciation and amortization in cost of sales and SG&A expenses, share-based compensation expense in cost of sales and SG&A expenses, and certain other adjustments. Retail Units Sold is defined as the number of vehicles sold to retail customers in a given period, net of returns under our seven-day return policy. Other Performance Measures Finally, as a further tie between compensation actually paid and Company performance, Messrs. Garcia, Jenkins, Huston, and Gill volunteered to forego approximately 65% of their salaries in 2022 to help contribute to severance pay for departing team members in connection with a workforce reduction. These voluntary measures further link the NEOs' compensation to the performance of the Company.

  76. CEO PAY RATIO

    CEO PAY RATIO The 2025 annual total compensation of our median-compensated employee other than Mr. Garcia was $43,236. We identified our median-compensated employee by calculating the annual salary of all our employees as of December 31, 2025, annualized for those who joined Carvana during the year. Mr. Garcia’s 2025 annual total compensation was $8,382,555, as disclosed in the “Summary Compensation Table” above. The ratio of our median-compensated employee to Mr. Garcia is 1-to-194.

  77. CEO PAY RATIO

    | ITEM 2 - SAY-ON-PAY |

  78. CEO PAY RATIO

    We are asking stockholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis,” the “Summary Compensation Table,” and the related compensation tables and narrative. This Item is being presented pursuant to Section 14A of the Exchange Act. Although this advisory vote is not binding, the Compensation and Nominating Committee will consider the voting results when evaluating our executive compensation program. Our executive compensation programs are designed to support our long-term success and align the incentives of our executives with those of our stockholders. Since our IPO, we have scaled significantly and transformed our operating model to prioritize profitable, sustainable growth. In 2025 we executed on disciplined growth initiatives and delivered record profitability, expanded our infrastructure and inventory capacity, and enhanced our customer experience through improved delivery speed and expanded selection. We have a strong belief in linking management compensation with stockholder returns, and, accordingly, as described in the “Compensation Discussion and Analysis” of this Proxy Statement, the Compensation and Nominating Committee has structured our executive compensation program to emphasize at-risk pay and tie a substantial majority of total compensation to long-term stockholder value creation. We believe that our executive compensation plans effectively support our strategic and financial goals, create a culture of teamwork, and are directly tied to the performance of the Company and stockholder outcomes. Although the results of this item will not be binding on the Compensation and Nominating Committee or the Board, the Compensation and Nominating Committee and the Board will consider the results of the stockholder vote when making future decisions regarding executive compensation. You are being asked to approve the following resolution at the Annual Meeting: RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes and narrative. The Board recommends a vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers, as described in this Proxy Statement.

  79. CEO PAY RATIO

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  80. CEO PAY RATIO

    The following table sets forth information regarding beneficial ownership of our Common Stock as of March 10, 2026, by: •each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our Common Stock; •each of our NEOs; •each of our directors; and •all of our current executive officers and directors as a group. We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, it is our understanding that the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. In computing the number of shares of our Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of our common stock subject to options, LLC Units, or restricted stock units held by that person that are currently exercisable or exercisable within 60 days of March 10, 2026. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. We have based the percentage ownership of our Class A common stock on 142,993,769 shares of our Common Stock outstanding as of March 10, 2026, and have based the percentage ownership of our Class B common stock on 76,109,471 shares as of the same date. Unless otherwise indicated, the address of each beneficial owner listed on the table below is c/o Carvana Co., 300 E. Rio Salado Pkwy, Tempe, AZ 85281.

  81. CEO PAY RATIO

    | | Shares Beneficially Owned | | | | | | | Class A Common Stock (1) | | Class B Common Stock (1) | | | | Name of Beneficial Owner | Shares | % | Shares | % | Voting % | | 5% Stockholders | | | | | | | Ernest C. Garcia, II | — | —% | 42,442,317(2) | 56% | 50% | | CVAN Holdings, LLC | 200,001(3) | —% | 5,995,376(3) | 8% | 1% | | The Vanguard Group | 16,783,099(4) | 12% | — | —% | * | | T. Rowe Price Associates, Inc. | 17,787,942(5) | 12% | — | —% | * | | BlackRock, Inc. | 10,760,106(6) | 8% | — | —% | * | | Named Executive Officers and Directors | | | | | | | Ernest C. Garcia, III | 2,307,878(7) | 2% | 27,666,483(8) | 36% | 33% | | Mark Jenkins | 506,375(9) | * | — | —% | * | | Benjamin Huston | 898,089(10) | * | — | —% | * | | Daniel Gill | 413,265(11) | * | — | —% | * | | Thomas Taira | 211,942(12) | * | — | —% | * | | Ira Platt | 127,640(13) | * | — | —% | * | | Gregory Sullivan | 67,856(14) | * | — | —% | * | | Dan Quayle | 63,127(15) | * | — | —% | * | | Michael Maroone | 188,837(16) | * | — | —% | * | | Neha Parikh | 61,286(17) | * | — | —% | * | | All executive officers and directors as a group (12 individuals) | 5,623,552(18) | 4% | 27,666,483 | 36% | 33% |

  82. CEO PAY RATIO

    (1) Each share of Class A common stock entitles the registered holder thereof to one vote on all matters presented to stockholders for a vote generally, including the election of directors. Each share of Class B common stock held by the Garcia Parties entitles its holder to ten votes on all matters to be voted on by stockholders generally, including the election of directors, for so long as the Garcia Parties maintain, in the aggregate, direct or indirect beneficial ownership of at least 25% of the outstanding shares of Class A common stock (determined on an as-exchanged basis assuming that all of the LLC Units were exchanged for Class A common stock). Each other share of our Class B common stock entitles its holder to one vote on all matters to be voted on by stockholders generally, including the election of directors. The Class A common stock and Class B common stock vote as a single class on all matters except as required by law or our amended and restated certificate of incorporation. “*” indicates percentages of less than 1%. (2) This number includes 34,442,317 shares of Class B common stock owned directly by Mr. Garcia II; and 8,000,000 shares of Class B common stock owned by ECG II SPE, LLC, of which Mr. Garcia II is the 100% owner. These shares of Class B common stock together with the corresponding LLC Units may be exchanged for 42,442,317 shares of Class A common stock. These shares of Class B common stock, on an as converted basis, represent approximately 19% of the shares of Class A common stock that would be outstanding if all outstanding LLC Units were exchanged and all outstanding shares of Class B common stock were converted at that time. This information is based on the Form 4 filed with the SEC on August 14, 2025. The address for each of these reporting persons is 1720 W. Rio Salado Parkway, Suite A Tempe AZ 85281. (3) CVAN Holdings, LLC, CVAN Holdings Sub I, LLC, CVAN Holding Company, LLC, TWG Public Investments, LLC, TWG Private Investment Holdings, LLC, TWG MB Portfolio Holdings, LLC, TWG MB Holding Company, LLC, TWG Global, LLC, TWG Global Manager, LLC, and Mark Walter (collectively "CVAN") report shared voting and dispositive power of 200,001 shares of Class A common stock and 5,995,376 shares of Class B common stock. The shares of Class B common stock together with the corresponding LLC Units may be exchanged for 5,995,376 shares of Class A common stock. These shares of Class B common stock, on an as converted basis represent approximately 3% of the shares of Class A common stock that would be outstanding if all outstanding LLC Units were exchanged and all outstanding shares of Class B common stock were converted at that time. CVAN has pledged all of its LLC Units and all of its shares of Class B common stock to secure its obligations under one or more prepaid variable forward sale contracts and certain margin loans with an unaffiliated third party. This information is based on the Schedule 13G/A filed with the SEC on August 15, 2025. The address for each of these reporting persons is 227 West Monroe, Suite 4800, Chicago, IL 60606. (4) The Vanguard Group reports sole voting power of 0 shares of Class A common stock, shared voting power of 890,436 shares of Class A common stock, sole dispositive power of 15,388,166 shares of Class A common stock, and shared dispositive power of 1,394,933 shares of Class A common stock. This information is based on the Schedule 13G/A filed with the SEC on January 7, 2026. The Vanguard Group’s address is 100 Vanguard Blvd., Malvern, PA 19355. (5) T. Rowe Price Associates, Inc. reports sole voting power of 17,482,430 shares of Class A common stock and sole dispositive power of 17,726,838 shares of Class A common stock. This information is based on the Schedule 13G/A filed with the SEC on February 17, 2026. The address for T. Rowe Price Associates, Inc. is 1307 Point Street, Baltimore, MD 21231. (6) BlackRock, Inc. reports sole voting power of 9,927,606 shares of Class A common stock and sole dispositive power of 10,760,106 shares of Class A common stock. This information is based on the Schedule 13G filed with the SEC on January 21, 2026. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001. (7) This number includes 838,744 shares of Class A common stock owned directly by Ernest C. Garcia, III, 450,000 shares of Class A common stock owned by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust") and 350,000 shares of Class A common stock owned by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). This number also includes 632,335 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 10, 2026, and 36,799 shares of Class A common stock issuable upon vesting and settlement of restricted stock units that will have vested within 60 days of March 10, 2026, inclusive of shares to be withheld for tax purposes. (8) This number includes 3,880,462 shares of Class B common stock owned directly by Mr. Garcia III, 11,834,021 shares of Class B common stock owned by the Irrevocable Trust and 11,952,000 shares of Class B common stock owned by the Multi-Generational Trust. These shares of Class B common stock together with the corresponding LLC Units may be exchanged for 27,666,483 shares of Class A common stock. These shares of Class B common stock, on an as converted basis, represent approximately 13% of the shares of Class A common stock that would be outstanding if all outstanding LLC Units were exchanged and all outstanding shares of Class B common stock were converted at that time. (9) This number includes 125,996 shares of Class A common stock owned directly by Mr. Jenkins; 286,409 shares of Class A common stock issuable in exchange for vested Class B Units, based on an assumed price of $318.77 per share (the closing price of our Class A common stock on the NYSE on March 10, 2026); 57,447 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 10, 2026; and 36,523 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 10, 2026, inclusive of shares to be withheld for tax purposes. (10) This number includes 21,831 shares of Class A common stock owned directly by Mr. Huston; 471,116 shares of Class A common stock issuable in exchange for vested Class B Units, based on an assumed price of $318.77 per share (the closing price of our Class A common stock on the NYSE on March 10, 2026); 368,619 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 10, 2026; and 36,523 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 10, 2026, inclusive of shares to be withheld for tax purposes. (11) This number includes 119,796 shares of Class A common stock owned directly by Mr. Gill; 165,606 shares of Class A common stock issuable in exchange for vested Class B Units, based on an assumed price of $318.77 per share (the closing price of our Class A common stock on the NYSE on March 10, 2026); 95,199 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 10, 2026; and 32,664 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 10, 2026, inclusive of shares to be withheld for tax purposes.

  83. CEO PAY RATIO

    (12) This number includes 22,387 shares of Class A common stock owned directly by Mr. Taira; 167,114 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 10, 2026; and 22,441 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 10, 2026, inclusive of shares to be withheld for tax purposes. (13) This number includes 25,084 shares of Class A common stock owned directly by Mr. Platt, 20,000 shares of Class A common stock owned by the Ira J. Platt Revocable Trust (the "Revocable Trust"), 11,258 shares of Class A common stock owned by the Georgiana Platt and Successors Remainder Trust (the "Settlers Trust"), 1,999 shares of Class A common stock held by the Platt Family Foundation, a charitable organization, and 850 shares of Class A common stock held by Mr. Platt’s parent. Mr. Platt is co-trustee, and Mr. Platt's spouse is the primary beneficiary of the Revocable Trust and Mr. Platt's spouse is co-trustee and primary beneficiary of the Settlers Trust. This number also includes 36,500 shares of Class A common stock issuable in exchange for vested Class B Units, based on an assumed price of $318.77 per share (the closing price of our Class A common stock on the NYSE on March 10, 2026), 30,928 shares of Class A common stock issuable upon the exercise of vested stock options, and 1,021 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 10, 2026, inclusive of shares to be withheld for tax purposes. Mr. Platt disclaims beneficial ownership of the shares of Class A common stock held by Mr. Platt's parents, except to the extent of his pecuniary interest therein. (14) This number includes 38,407 shares of Class A common stock owned directly by Mr. Sullivan, 28,428 shares of Class A common stock issuable upon the exercise of vested stock options, and 1,021 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 10, 2026, inclusive of shares to be withheld for tax purposes. (15) This number includes 40,892 shares of Class A common stock owned directly by Mr. Quayle, 12,500 shares of Class A common stock owned by the James D. Quayle 2000 Irrevocable Trust, 8,714 shares of Class A common stock issuable upon the exercise of vested stock options, and 1,021 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 10, 2026, inclusive of shares to be withheld for tax purposes. (16) This number includes 142,552 shares of Class A common stock owned directly by Mr. Maroone, 45,000 shares of Class A common stock held directly by the Michael Maroone Family Partnership, LP, an entity controlled by Mr. Maroone, and 264 shares of Class A common stock held directly by Family Trust FBO Michael E. Maroone, where Mr. Maroone is beneficiary and trustee. This number also includes 1,021 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 10, 2026. (17) This number includes 60,265 shares of Class A common stock owned directly by Ms. Parikh. This number also includes 1,021 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 10, 2026. (18) This number includes 1,151,360 shares of Class A common stock issuable in exchange for vested Class B Units, based on an assumed price of $318.77 per share (the closing price of our Class A common stock on the NYSE on March 10, 2026); 1,873,778 shares of Class A common stock issuable upon the exercise of vested options and options that will have vested within 60 days of March 10, 2026; and 209,500 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that will have vested within 60 days of March 10, 2026, inclusive of shares to be withheld for tax purposes. This number excludes 27,666,483 shares of Class A common stock issuable in exchange for LLC Units held by our executive officers and directors, based on an assumed price of $318.77 per share (the closing price of our Class A common stock on the NYSE on March 10, 2026). These shares of Class A common stock issuable in exchange for LLC Units represent approximately 13% of the shares of Class A common stock that would be outstanding if all outstanding LLC Units were exchanged and all outstanding shares of Class B common stock were converted at that time.

  84. CEO PAY RATIO

    | ITEM 3 - APPROVAL OF CARVANA CO. 2026 OMNIBUS INCENTIVE PLAN |

  85. CEO PAY RATIO

    We are asking stockholders to approve the Carvana Co. 2026 Omnibus Incentive Plan (the "2026 Plan"). The Carvana Co. 2017 Omnibus Incentive Plan (the "2017 Plan") was originally adopted by the Board at the time of the Company's initial public offering and amended on each of June 5, 2017, August 22, 2017 and May 1, 2023. The most recent amendment in 2023 increased the maximum number of shares of Common Stock authorized for issuance under the 2017 Plan from 16,120,736 to 36,120,736 shares. As the 2017 Plan will reach its scheduled ten-year expiration date in April 2027, adoption of the 2026 Plan is required to maintain an equity incentive plan intended to align director, officer, employee, and stockholder interests, enhance the long-term value of our equity, and encourage our executives to remain with the Company. On February 2, 2026, upon recommendation of the Compensation and Nominating Committee, the Board adopted the 2026 Plan, subject to stockholder approval at the 2026 Annual Meeting. A copy of the 2026 Plan is included as Annex A to this proxy statement. The grant of equity incentive awards is a key element of our employee and non-employee director compensation programs. As described in “Compensation Discussion and Analysis” above, our compensation philosophy focuses on incentives for the long term growth and success of the Company, and we deliver a significant portion of our executive officers’ compensation in the form of equity incentive awards. The 2017 Plan is the only plan under which equity-based compensation may currently be awarded to our employees and non-employee directors. If our stockholders do not approve the 2026 Plan, the 2017 Plan will remain in effect in accordance with its terms and we will continue to grant equity incentive awards under the 2017 Plan until its expiration in April 2027. However, thereafter we may have to shift to a long-term compensation program that is heavily paid in cash for both our employees and directors, which would less closely align with the interests of our stockholders and negatively impact our cash management. The Board and the Compensation and Nominating Committee believe that the 2026 Plan will be a critical tool to the continued success of the Company by supporting our efforts to attract, retain, and motivate key personnel and providing participants with incentives directly related to increases in the value of the Company. As of March 10, 2026, approximately 19,767,483 shares of Class A common stock remained available for issuance under the 2017 Plan. No additional shares will be added to the share reserve for the 2026 Plan, and the maximum number of shares of our Class A common stock requested for stockholder approval under the 2026 Plan is equal to the number of shares available for issuance under the 2017 Plan immediately prior to the effective date of the 2026 Plan. If our stockholders approve the 2026 Plan, no awards will be made pursuant to the 2017 Plan on or after the effective date of the 2026 Plan, provided that the 2017 Plan will remain in effect until all awards granted thereunder have been exercised, forfeited, canceled, or have otherwise expired or terminated in accordance with the terms of such awards. Further, under the 2026 Plan the share reserve will automatically increase on January 1 of each year, for ten years, in an amount equal to two percent of the total number of shares of Class A common stock outstanding on December 31 of the preceding calendar year, provided that the Compensation and Nominating Committee may act prior to January 1 of a given year to provide that there will be no January 1 increase for such year or that the increase for such year will be a smaller number of shares of Class A common stock. The market price per share of shares of Class A common stock as of March 10, 2026 was $318.77.