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:
WarrantsExercise PriceShares 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-Term7.2 $— 
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-Term7.2 $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,
2025202420252024
(dollars in millions)
Share-based compensation expense:
Loss and loss adjustment expenses$0.8 $0.4 $1.4 $0.8 
Sales and marketing0.3 0.2 0.5 0.3 
Other insurance expense0.2 0.1 0.5 0.3 
Technology and development1.5 0.7 2.8 1.5 
General and administrative5.6 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)
1.63.01.71.3
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 SharesWeighted-Average
Grant Date Fair
Value per Share
Number of SharesWeighted-Average
Grant Date Fair
Value per Share
Number of SharesWeighted-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 
Granted0.1 125.63 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,
20252024
(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
OptionsNumber of SharesWeighted-Average Exercise PriceWeighted-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