Carvana (CVNA) Proxy Filing summary

Executive summary

• Board approved a 5-for-1 forward stock split to make shares more accessible to team members, following significant stock appreciation and record performance in 2025.

• The split is the first in company history and aims to foster long-term employee ownership and engagement.

• The stock split and increase in authorized shares require shareholder approval at the annual meeting scheduled for May 5, 2026.

• If approved, shareholders of record as of May 6 will receive four additional shares for each share held, with split-adjusted trading beginning May 7.

• Forward-looking statements highlight potential risks, including shareholder non-approval and regulatory constraints.

Voting matters and shareholder proposals

• Shareholders are asked to approve an amendment to the Certificate of Incorporation to effect the forward stock split and proportionately increase authorized shares.

• Proxy materials and definitive proxy statement will be made available for voting decisions.

Board of directors and corporate governance

• Directors and executive officers are participants in the proxy solicitation and their interests are disclosed in the preliminary proxy statement.

• Any changes in holdings by directors and officers are or will be reported in SEC filings.