XML 29 R15.htm IDEA: XBRL DOCUMENT
v3.25.2

SHARE-BASED COMPENSATION | 6 Months Ended
--- | ---
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract] |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Warrants In October 2021, we issued Carvana eight tranches of warrants, comprised of three tranches of “short-term warrants” and five tranches of “long-term warrants,” with the opportunity to purchase a maximum of 7.2 million shares of Class A common stock. The short-term and long-term warrants have expiration dates of September 1, 2025 and September 1, 2027, respectively. As of June 30, 2025, all of the short-term warrants have vested and all of the respective compensation cost has been recognized. While the short-term warrants are vested and outstanding, it is not a possible outcome for the long-term warrants to also vest, so they are considered not probable of vesting. If, however, the short-term warrants expire unexercised during 2025, and at that time certain long-term warrants become probable of vesting, we would recognize a cumulative warrant expense catch-up in other insurance expense considering the probability of and progress toward achieving the long-term warrant policy origination milestones. We recognized warrant compensation expense related to these equity-classified warrants based on policies originating through the integrated automobile insurance solution for Carvana’s online buying platform, or Integrated Platform. All of these warrants are out-of-the-money and therefore have no intrinsic value as of June 30, 2025. We recognized warrant compensation expense of zero and $1.0 million for the three months ended June 30, 2025 and 2024, respectively. We recognized warrant compensation expense of zero and $3.8 million for the six months ended June 30, 2025 and 2024, respectively. Warrant compensation expense is recorded in other insurance expense in the condensed consolidated statements of operations and comprehensive income (loss). The following table provides other key terms of the warrants:
Warrants |  | Exercise Price |  | Shares Issued (in millions) |  | Unrecognized Compensation Costs (in millions) |  | Vesting Condition
Short-Term |  |  |  |  |  |  |  |
Tranche 1 |  | $ | 180.00 |  |  | 2.4 |  |  | $ | — |  |  | Completing the Integrated Platform
Tranche 2 |  | $ | 198.00 |  |  | 3.2 |  |  | — |  |  | 50,000 policy originations
Tranche 3 |  | $ | 216.00 |  |  | 1.6 |  |  | — |  |  | 75,000 policy originations
Total Short-Term |  |  |  | 7.2 |  |  | $ | — |  |  |
Long-Term |  |  |  |  |  |  |  |
Tranche 1 |  | $ | 180.00 |  |  | 1.4 |  |  | $ | 11.0 |  |  | 100,000 policy originations
Tranche 2 |  | $ | 225.00 |  |  | 1.5 |  |  | 9.4 |  |  | 200,000 policy originations
Tranche 3 |  | $ | 270.00 |  |  | 1.5 |  |  | 6.6 |  |  | 300,000 policy originations
Tranche 4 |  | $ | 405.00 |  |  | 1.5 |  |  | 2.4 |  |  | 400,000 policy originations
Tranche 5 |  | $ | 540.00 |  |  | 1.3 |  |  | 1.0 |  |  | 500,000 policy originations
Total Long-Term |  |  |  | 7.2 |  |  | $ | 30.4 |  |  |
Employee Share-Based Compensation We maintain an equity incentive plan, or the Plan, for the issuance and grant of equity awards (restricted stock, service-based restricted stock units, performance-based restricted stock units, market-based restricted stock units, and incentive and nonqualified stock options) to our officers, directors, and employees. As of June 30, 2025, we had 1.7 million common shares available for issuance under the Plan. The following table displays share-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive income (loss):
| Three Months Ended June 30, |  | Six Months Ended June 30, |  |
| 2025 |  | 2024 |  | 2025 |  | 2024 |  |
| (dollars in millions) |  |
Share-based compensation expense: |  |  |  |  |  |  |  |  |
Loss and loss adjustment expenses | $ | 0.8 |  |  | $ | 0.4 |  |  | $ | 1.4 |  |  | $ | 0.8 |  |  |
Sales and marketing | 0.3 |  |  | 0.2 |  |  | 0.5 |  |  | 0.3 |  |  |
Other insurance expense | 0.2 |  |  | 0.1 |  |  | 0.5 |  |  | 0.3 |  |  |
Technology and development | 1.5 |  |  | 0.7 |  |  | 2.8 |  |  | 1.5 |  |  |
General and administrative | 5.6 |  |  | 2.4 |  |  | 9.6 |  |  | 5.5 |  |  |
Total share-based compensation expense | $ | 8.4 |  |  | $ | 3.8 |  |  | $ | 14.8 |  |  | $ | 8.4 |  |  |
The unrecognized compensation cost and the remaining weighted-average period over which these costs are expected to be recognized for restricted stock units and unvested stock options as of June 30, 2025 is as follows:
|  |  | Service-based Restricted Stock Units |  | Performance-based Restricted Stock Units |  | Market-based Restricted Stock Units |  | Unvested Stock Options |  |
|  |  |  |  | (dollars in millions) |  |
Unrecognized compensation costs |  |  |  |  | $ | 27.2 |  |  | $ | 33.1 |  |  | $ | 0.6 |  |  | $ | 0.3 |  |  |
Remaining weighted-average period cost is expected to be recognized (in years) |  |  |  |  | 1.6 |  | 3.0 |  | 1.7 |  | 1.3 |  |
Restricted Stock Units A summary of restricted stock units activity for the six months ended June 30, 2025 is as follows:
|  | Six Months Ended June 30, 2025
|  | Service-based Restricted Stock Units |  | Performance-based Restricted Stock Units |  | Market-based Restricted Stock Units
Restricted Stock Units |  | Number of Shares |  | Weighted-Average Grant Date Fair Value per Share |  | Number of Shares |  | Weighted-Average Grant Date Fair Value per Share |  | Number of Shares |  | Weighted-Average Grant Date Fair Value per Share
|  | (in millions, except per share amounts)
Unvested at January 1, 2025 |  | 1.0 |  |  | $ | 25.89 |  |  | 0.2 |  |  | $ | 75.55 |  |  | 0.4 |  |  | $ | 5.71 |
Granted |  | 0.1 |  |  | 125.63 |  |  | 0.2 |  |  | 125.91 |  |  | — |  |  | — |
Vested |  | (0.4) |  |  | 21.70 |  |  | — |  |  | — |  |  | (0.1) |  |  | 6.70 |
Forfeited, expired or canceled |  | — |  |  | 52.34 |  |  | — |  |  | — |  |  | — |  |  | — |
Unvested at June 30, 2025 |  | 0.7 |  |  | $ | 45.56 |  |  | 0.4 |  |  | $ | 93.78 |  |  | 0.3 |  |  | $ | 5.43 |
Additional information pertaining to restricted stock units for the six months ended June 30, 2025 and 2024 is as follows:
|  | Six Months Ended June 30, |  |  |
|  | 2025 |  | 2024 |  |  |
| (dollars in millions) |  |  |
Service-based restricted stock units: |  |  |  |  |  |  |
Total grant date fair value of awards granted |  | $ | 17.3 |  |  | $ | 7.3 |  |  |  |
Total grant date fair value of awards vested |  | 8.3 |  |  | 9.3 |  |  |  |
Total intrinsic value of awards vested |  | 44.6 |  |  | 29.7 |  |  |  |
Performance-based restricted stock units: |  |  |  |  |  |  |
Total grant date fair value of awards granted |  | $ | 17.3 |  |  | $ | — |  |  |  |
Market-based restricted stock units: |  |  |  |  |  |  |
Total grant date fair value of awards vested |  | $ | 0.5 |  |  | $ | 0.3 |  |  |  |
Total intrinsic value of awards vested |  | 10.1 |  |  | 2.4 |  |  |  |
Stock Options A summary of option activity for the six months ended June 30, 2025 is as follows:
|  | Six Months Ended June 30, 2025
Options |  | Number of Shares |  | Weighted-Average Exercise Price |  | Weighted-Average Remaining Contractual Term (in Years) |  | Aggregate Intrinsic Value
|  | (in millions, except exercise price and term amounts)
Outstanding and exercisable at January 1, 2025 |  | 0.1 |  |  | $ | 34.13 |  |  | 3.15 |  | $ | 6.7 |
Granted |  | — |  |  | — |  |  |  |  |
Exercised |  | — |  |  | 13.09 |  |  |  |  | 3.2 |
Forfeited, expired or canceled |  | — |  |  | 45.53 |  |  |  |  |
Outstanding and exercisable at June 30, 2025 |  | 0.1 |  |  | $ | 34.80 |  |  | 2.78 |  | $ | 10.0 |

X
- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (l) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2)(i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/718/tableOfContent Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480429/718-10-50-2 + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration