US Market News
4月前
Carvana Board of Directors Approves 5 for 1 Forward Stock SplitMarch 13, 2026 9:05 AM
Business Wire
Carvana (NYSE: CVNA), the industry pioneer for buying and selling cars online, today announced that its Board of Directors approved a 5 for 1 split of its common stock. The split is designed to ensure that earning and buying whole shares of Carvana stock is within reach for all of its team members.
"This is the first split in Carvana’s history, and we believe it achieves the important goal of keeping our stock accessible to all of our team members," said Mark Jenkins, Chief Financial Officer of Carvana. "This decision follows significant stock appreciation as Carvana reached new all-time records for units and profitability while continuing to lead the industry in growth in 2025."
Carvana has a long history of company-wide equity and benefits programs. All tenured full time team members across all roles are eligible to earn equity through their years of service with Carvana. The company also offers a discounted Employee Stock Purchase Plan to encourage and facilitate long-term team member ownership.
"‘We’re all in this together’ is more than just a Carvana value; it is a reality of how we work and what makes us successful in delivering amazing customer experiences and in building toward our ambitious company goals. We’re proud to have an incredible team that truly owns outcomes and to give each team member an opportunity to participate in the value we create together over time," said Ernie Garcia, Founder and CEO of Carvana.
Carvana intends to effect the stock split and a corresponding increase in authorized shares through an amendment of its Certificate of Incorporation, which will be submitted for approval of Carvana’s stockholders.
If stockholders approve the Certificate of Incorporation amendment at the company's Annual Meeting of Stockholders on May 5, 2026, each record holder of Class A and Class B common stock as of the close of market on May 6 will receive four additional shares of common stock. No action by stockholders is required to receive the additional shares. Trading is expected to commence on a split-adjusted basis at the market open on May 7 under the company's existing trading symbol "CVNA."
Additional Information and Where to Find It
This press release may be deemed solicitation material for the Company’s 2026 annual meeting of stockholders on May 5, 2026 (the “2026 Annual Meeting”) to vote on an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a forward stock split of its Class A and Class B common stock and to proportionately increase the number of authorized shares of each. This press release is not intended to, and does not, contain all information material to a voting decision and is not a substitute for the Company’s proxy statement. The Company has filed a preliminary proxy statement and will file a definitive proxy statement on Schedule 14A with the SEC.
BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSAL.
Proxy materials will be available free of charge at www.sec.gov and on the Company’s investor relations website at investors.carvana.com.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies with respect to the proposal to approve the amendment to effect the stock split and authorized share increase. Information regarding the Company’s directors and executive officers, including their interests, is included in the preliminary proxy statement filed with the SEC on March 13, 2026. To the extent holdings of the Company’s securities by such persons have changed since the amounts set forth in that filing, such changes have been or will be reported on Forms 3, 4 and 5 filed with the SEC. These documents are available free of charge at www.sec.gov and on the Company’s investor relations website at investors.carvana.com. Additional information regarding participants’ interests will be included in the definitive proxy statement and other relevant SEC filings.
Forward Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's proposed forward stock split; the timing and outcome of the stockholder vote at the 2026 Annual Meeting; the filing and effectiveness of a certificate of amendment with the Delaware Secretary of State; and the Company's related plans, objectives, expectations, and intentions. Words such as "anticipate," "expect," "intend," "plan," "may," "will," and similar expressions, or their negatives, identify forward-looking statements. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, without limitation: the possibility that stockholders do not approve the proposed amendment to the certificate of incorporation; legal, regulatory, or other constraints that may prevent or delay the stock split from taking effect; the Board of Directors' discretion to alter the timing of, or abandon, the split; and other risks and uncertainties described under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025. There is no assurance that any forward-looking statement will materialize. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, or otherwise.
About Carvana
Carvana’s mission is to change the way people buy and sell cars. Since launching in 2013, more than 4 million customers have chosen Carvana’s leading automotive e-commerce experience to shop, sell, finance, and trade in vehicles entirely online, with the convenience of delivery or local pickup as soon as the same day. Carvana’s unique offering is powered by its passionate team, differentiated national infrastructure, and purpose-built technology.
For more information, please visit Carvana.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260313986313/en/
investors@carvana.com
press@carvana.com
Original: Carvana Board of Directors Approves 5 for 1 Forward Stock Split
US Market News
5月前
Carvana Announces Record Fourth Quarter and Full Year 2025 ResultsFebruary 18, 2026 4:05 PM
Business Wire
Record Full Year Retail Units Sold of 596,641, up 43% YoY
Record Full Year Revenue of $20.3 billion, up 49% YoY
Record Full Year Net Income of $1.9 billion1, up more than $1 billion YoY
Record Full Year Adjusted EBITDA of $2.2 billion, up more than $850 million YoY
Expects Significant Growth in Retail Units Sold and Adjusted EBITDA2 in FY 2026 and Sequential Increase in Retail Units Sold and Adjusted EBITDA2 in Q1
Carvana (NYSE: CVNA), a leading e-commerce platform for buying and selling cars, today announced financial results for the full year and quarter ended December 31, 2025. Carvana’s complete fourth quarter and fiscal year 2025 financial results and management commentary are available in the company’s shareholder letter on the quarterly results page of its Investor Relations website.
“In 2025, Carvana grew 43% year-over-year, delivered record unit economics, and passed significant value back to customers through better selection, faster delivery times, and lower costs. Achieving all of this at once is rare and speaks to the powerful positive feedback our model generates as we grow. Carvana is still very small relative to our opportunity, but with 5 million cumulative customer transactions and counting, we are actively changing the way people buy and sell cars,” said Ernie Garcia, Carvana founder and CEO. “We remain firmly on track to our goal of selling 3 million retail units a year at a 13.5% Adjusted EBITDA margin by 2030 to 2035.”
Q4 and Full Year 2025 Highlights
In 2025, Carvana sold 596,641 retail units (+43% YoY) for a record total annual Revenue of $20.322 billion (+49% YoY) while reaching new profitability milestones, including:
Full year record Net income of $1.895 billion1 and Net income margin of 9.3%
Net income included a net non-cash benefit of $621 million1
Full year record Adjusted EBITDA of $2.237 billion and Adjusted EBITDA margin of 11.0%
Full year record GAAP Operating Income of $1.881 billion and Operating margin of 9.3%
In Q4, Carvana sold 163,522 retail units (+43%) for a record total Q4 Revenue of $5.603 billion (+58%) while reaching new profitability milestones, including:
Q4 record Net income of $951 million1 and Net income margin of 17.0%
Net income included a net non-cash benefit of $618 million1
Q4 record Adjusted EBITDA of $511 million and Adjusted EBITDA margin of 9.1%
Q4 record GAAP Operating Income of $424 million and Operating margin of 7.6%
Outlook
In 2025, Carvana focused on three key objectives: (i) significant growth in retail units and Adjusted EBITDA, (ii) fundamental gains in unit economics and customer experience, and (iii) developing foundational capabilities.
Carvana made significant progress in all three areas in 2025, highlighted by record units, industry-leading margins, multi-year high customer NPS, and expanded integrated reconditioning and digital auction capabilities.
In 2026, Carvana plans to maintain these priorities while placing additional weight on driving significant profitable growth at scale.
Looking forward, Carvana expects significant growth in both retail units sold and Adjusted EBITDA2 in full year 2026, including a sequential increase in both retail units sold and Adjusted EBITDA2 in Q1 2026, assuming the environment remains stable.
____________________
1 Net income in FY 2025 was positively impacted by ~$685 million associated with the release of our valuation allowance against our deferred tax assets and recording of the full tax receivable agreement liability. Additionally, Net income for FY 2025 and Q4 2025 was negatively impacted by ~$64 and ~$67 million, respectively, associated with changes in the fair value of our warrants to acquire Root common stock.
2 In order to clearly demonstrate our progress and highlight the most meaningful drivers within our business, we continue to use forecasted Non-GAAP financial measures, including forecasted Adjusted EBITDA. We have not provided a quantitative reconciliation of forecasted GAAP measures to forecasted Non-GAAP measures within this communication because we are unable, without making unreasonable efforts, to forecast fair value changes or calculate one-time or restructuring expenses. These items could materially affect the computation of forward-looking Net income (loss).
Conference Call Details
Carvana will host a conference call today, Feb. 18, 2026, at 5:30 p.m. ET (2:30 p.m. PT) to discuss financial results. To participate in the live call, analysts and investors should dial (833) 255-2830 or (412) 902-6715. A live audio webcast of the conference call, along with supplemental financial information, will also be accessible on the company's website at investors.carvana.com. Following the webcast, an archived version will also be available on the Investor Relations section of the company’s website. A telephonic replay of the conference call will be available until Wednesday, February 25, 2026, by dialing (855) 669-9658 or (412) 317-0088 and entering passcode 3177941#.
Forward Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Carvana’s current expectations and projections with respect to, among other things, its financial condition, results of operations, plans, objectives, strategy, future performance, and business. These statements may be preceded by, followed by or include the words "aim," "anticipate," "believe," "estimate," "expect," "forecast," "intend," "likely," "outlook," "plan," "potential," "project," "projection," "seek," "can," "could," "may," "should," "would," "will," the negatives thereof and other words and terms of similar meaning.
Forward-looking statements include all statements that are not historical facts, including expectations regarding our operational and efficiency initiatives and gains; our strategy, expected gross profit per unit; forecasted results, including forecasted Adjusted EBITDA and forecasted retail units sold; potential infrastructure capacity utilization; efficiency gains and opportunities to improve our results, including opportunities to increase our margins and reduce our expenses, trends or expectations regarding inventory, expected customer patterns and demand; expectations on anticipated timing of increased production output; potential benefits from and expectations regarding new technology, including the use of artificial intelligence; anticipated benefits of integrations, including relating to ADESA; our long-term financial goals; fiscal year 2026 budget items; unexpected macroeconomic conditions, including geopolitical, trade, and regulatory uncertainty and commodity prices; and growth opportunities. Such forward-looking statements are subject to various risks and uncertainties.
Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Among these factors are risks related to: the larger automotive ecosystem, including consumer demand, global supply chain challenges, and other macroeconomic issues (including with respect to the impact of tariffs on our business); our ability to utilize our available infrastructure capacity and realize the expected benefits therefrom, including increased margins and lower expenses; the benefits from our initiatives relating to ADESA; our ability to scale up our business; our ability to raise additional capital and our substantial indebtedness; our ability to effectively manage our rapid growth; our ability to maintain customer service quality and reputational integrity and enhance our brand; the seasonal and other fluctuations in our quarterly and annual operating results; our relationship with DriveTime and its affiliates; the highly competitive industry in which we participate, which among other consequences, could impact our long-term growth opportunities; the changes in prices of new and used vehicles; our ability to acquire and expeditiously sell desirable inventory; our ability to grow complementary product and service offerings; our use of artificial intelligence technology; and the other risks identified under the “Risk Factors” section in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
There is no assurance that any forward-looking statements will materialize. You are cautioned not to place undue reliance on forward-looking statements, which reflect expectations only as of this date. Carvana does not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise.
Use of Non-GAAP Financial Measures
To supplement the consolidated financial measures, which are prepared and presented in accordance with GAAP, we also refer to the following non-GAAP measures in this press release: Adjusted EBITDA and Adjusted EBITDA Margin.
Adjusted EBITDA is defined as net income plus (minus) income tax (benefit), interest expense, net, other expense (income), net, loss on debt extinguishment, other operating expense, net, depreciation and amortization expense in cost of sales and SG&A expenses, and share-based compensation expense in cost of sales and SG&A expenses, minus revenue related to our warrants. Adjusted EBITDA margin is Adjusted EBITDA as a percentage of total revenues.
We believe that these metrics are useful measures to us and to our investors because they exclude certain financial, capital structure, and non-cash items that we do not believe directly reflect our core operations and may not be indicative of our recurring operations, in part because they may vary widely across time and within our industry independent of the performance of our core operations. We believe that excluding these items enables us to more effectively evaluate our performance period-over-period and relative to our competitors.
Three Months Ended December 31,
Years Ended December 31,
(dollars in millions)
2024
2025
2024
2025
Net income
$
159
$
951
$
404
$
1,895
Income tax benefit
(3
)
(2,783
)
(4
)
(2,785
)
Interest expense, net
148
98
651
505
Other expense (income), net
(50
)
2,158
(73
)
2,250
Loss on debt extinguishment
6
-
12
16
Operating income
260
424
990
1,881
Other operating expense, net
9
-
12
3
Depreciation and amortization expense in cost of sales
33
26
140
111
Depreciation and amortization expense in SG&A expenses
41
43
165
164
Share-based compensation expense in cost of sales
-
1
1
3
Share-based compensation expense in SG&A expenses
21
22
91
96
Warrant revenue
(5
)
(5
)
(21
)
(21
)
Adjusted EBITDA
$
359
$
511
$
1,378
$
2,237
Total revenues
$
3,547
$
5,603
$
13,673
$
20,322
Net income margin
4.5
%
17.0
%
3.0
%
9.3
%
Adjusted EBITDA margin
10.1
%
9.1
%
10.1
%
11.0
%
About Carvana (NYSE: CVNA)
Carvana’s mission is to change the way people buy and sell cars. Since launching in 2013, more than 4 million customers have chosen Carvana’s leading automotive e-commerce experience to shop, sell, finance, and trade in vehicles entirely online, with the convenience of delivery or local pick up as soon as the same day. Carvana’s unique offering is powered by its passionate team, differentiated national infrastructure, and purpose-built technology.
For more information, please visit www.carvana.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260218365089/en/
Investors:
Carvana
Mike McKeever
investors@carvana.com
or
Media:
Carvana
press@carvana.com
Original: Carvana Announces Record Fourth Quarter and Full Year 2025 Results
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