XML 30 R16.htm IDEA: XBRL DOCUMENT v3.24.3
SHARE-BASED COMPENSATION
 9 Months Ended
Sep. 30, 2024
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.
As of June 30, 2024, 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. 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. All of these warrants are out-of-the-money and therefore have no intrinsic value as of September 30, 2024.
We recognized warrant compensation expense of zero and $5.0 million for the three months ended September 30, 2024 and 2023, respectively. We recognized warrant compensation expense of $3.8 million and $13.3 million for the nine months ended September 30, 2024 and 2023, respectively. Warrant compensation expense is recorded in other insurance expense in the condensed consolidated statements of operations and comprehensive income (loss).
Employee Share-Based Compensation
We maintain an equity incentive plan, or the Plan, for the issuance and grant of equity awards (restricted stock, restricted stock units, or RSUs, performance-based restricted stock units, or PSUs, and incentive and nonqualified stock options) to our officers, directors, employees and certain advisors. As of September 30, 2024, we had 1.9 million common shares available for issuance under the Plan.
When these RSU and PSU awards vest, we fund the related payroll tax withholding and remittance obligations by either (i) withholding shares of our Class A common stock that would have otherwise been issued with respect to such awards and pay the relevant tax authorities in cash to satisfy such tax obligations or (ii) allowing holders of such awards to pay us an amount in cash, via a broker, sufficient to cover the applicable tax withholding obligations. We recognize the related tax withholding liability for employee taxes on the date of the event triggering the measurement and payment of the tax to the taxing authority, which is the vesting date. The obligation to satisfy the employee portion of tax withholding in the event of net share settlement is reflected as a reduction of additional paid-in capital in our condensed consolidated balance sheets.
The following table displays share-based compensation expense recorded in the condensed consolidated statements of operations and comprehensive income (loss):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(dollars in millions)
Share-based compensation expense:
Loss and loss adjustment expenses$0.6 $0.2 $1.4 $0.5 
Sales and marketing0.2 0.1 0.5 0.3 
Other insurance expense0.2 0.1 0.5 0.4 
Technology and development0.8 0.9 2.3 2.4 
General and administrative2.5 3.4 8.0 8.8 
Total share-based compensation expense$4.3 $4.7 $12.7 $12.4 
The following table provides total share-based compensation expense by type of award:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(dollars in millions)
Share-based compensation expense:
Restricted stock unit expense$4.0 $4.4 $11.6 $11.4 
Performance-based restricted stock unit expense
0.2 0.1 0.7 0.1 
Stock option expense0.1 0.2 0.4 0.9 
Total share-based compensation expense$4.3 $4.7 $12.7 $12.4 
As of September 30, 2024, there was $0.6 million, $21.6 million, and $1.2 million of unrecognized compensation cost related to unvested stock options, RSUs, and PSUs, respectively. The remaining costs are expected to be recognized over a period of approximately two years for unvested stock options, and three years for RSUs and PSUs.
Restricted Stock Units and Performance-Based Restricted Stock Units
A summary of RSU and PSU activity for the nine months ended September 30, 2024 is as follows:

Nine Months Ended September 30, 2024
Restricted Stock Units and Performance-Based Restricted Stock Units
Number of SharesWeighted-Average
Grant Date Fair
Value per Share		Aggregate Intrinsic Value
(in millions, except per share amounts)
Nonvested at January 1, 20241.9 $14.47 $20.3 
Granted0.3 48.63 
Vested(0.7)16.67 38.0 
Forfeited, expired or canceled(0.1)17.11 
Nonvested at September 30, 2024
1.4 $19.56 $54.7 
Stock Options
A summary of option activity for the nine months ended September 30, 2024 is as follows:
Nine Months Ended September 30, 2024
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, 20240.1 $33.68 4.29$0.5 
Granted— — 
Exercised— 7.05 123.6 
Forfeited, expired or canceled— 82.00 
Outstanding and exercisable at September 30, 2024
0.1 $33.99 3.55$2.9