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Table of Contents OPTION EXERCISES AND STOCK VESTED (1) OPTION AWARDS NUMBER OF SHARES ACQUIRED ON VALUE REALIZED NAME EXERCISE (#) ON EXERCISE ($) Ernest Garcia IT — — Mark Jenkins — — Benjamin Huston — —_— Ryan Keeton —_— —_— Daniel Gill — = STOCK AWARDS () NUMBER OF SHARES ACQUIRED VALUE REALIZED ON ON VESTING (#) VESTING ($) 226,384 8,197,217 226,384 8,197,217 107,624 3,894,768 144,152 5,186,740 Amounts include restricted stock units and Class B Units. The number of shares and values were determined based on the closing price of Carvana Co.’s Class A common stock on each vesting date and, in the case of Class B Units, the applicable participation thresholds of our B1 Units, B2 Units, B3 Units, and B4 Units (all as defined above in the “Outstanding Equity Awards at 2018 Fiscal Year End” table). POTENTIAL PAYMENTS UPON A CHANGE OF CONTROL (1) 2) As described in “Compensation Discussion and Analysis — Termination, Severance, and Change of Control Benefits” above, we do not have an employment or severance agreement with any of our named executives; however, our NEOs would be entitled to accelerated vesting of certain equity awards under the following conditions, with values listed as of December 31, 2018: CHANGE OF CONTROL (8) NAME. (t) Ernest Garcia IT _ Mark Jenkins: 7,079,609 Benjamin Huston: 4,026,667 Ryan Keeton: 1,576,953 Daniel Gill: 6,345,721 INVOLUNTARY TERMINATION WITHOUT CAUSE WITHIN 24 MONTHS OF A CHANGE OF CONTROL ($) @) 457,515 428,926 428,926 377,473 57 ATS Amounts in this column represent the market value as of December 31, 2018, on a fully exchanged basis, of the Class B Units, described above under “Outstanding Equity Awards at 2018 Fiscal Year End,” that would vest upon a change of control of Carvana Group, as long as the executive’s employment had not been previously terminated and subject to certain escrow demand rights held by a purchaser of control of Carvana Group. The performance-contingent RSUs would also vest on a change of control, but in proportion to the progress made toward positive EBITDA. None of the performance-contingent restricted stock units would be subject to accelerated vesting as of December 31, 2018, because EBITDA as of that date had not progressed beyond the baseline. Amounts in this column represent the market value as of December 31, 2018, of all outstanding time-based RSUs, which would become fully vested if the executive is involuntarily terminated without cause within 24 months of a change of control of Carvana Co. In that event, outstanding unvested stock options would also become fully vested and exercisable, but as of December 31, 2018, the price of Carvana’s Class A common stock did not exceed the strike price of those unvested options. - 38 - HOUSE_OVERSIGHT_024347