| (a) | Amount beneficially owned:
30,299,174
Pursuant to the Fifth Amended and Restated Limited Liability Company Agreement of Carvana Group, LLC, as amended, and an Exchange Agreement that the holders of Class A Units entered into with the Issuer, the Reporting Person is entitled from time to time at his option to exchange Class A Units (together with shares of his Class B Common Stock), for shares of Class A Common Stock on a five-to-four basis (or, at the Issuer's discretion, for cash).
Each of the percentages referenced in this Statement are calculated based on 138,083,496 shares of the Issuer's Class A Common Stock outstanding as of July 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on July 30, 2025, as increased by (i) 519,385 shares of Class A Common Stock issuable in respect of 519,385 Options, (ii) 5,939 shares of Class A Common Stock issuable upon vesting and settlement of RSUs, and (iii) 27,666,483 shares of Class A Common Stock issuable in respect of 34,583,104 Class A Units (and 27,666,483 shares of Class B Common Stock) (the "Calculation Method").
The 30,299,174 reported securities are held as follows:
* Ernest C. Garcia, III directly holds (a) 824,487 shares of Class A Common Stock, (b) 5,939 shares of Class A Common Stock issuable upon vesting and settlement of RSUs that will have vested within 60 days of July 31, 2025, inclusive of shares to be withheld for tax purposes, (c) 519,385 Options, including those that will have vested within 60 days of July 31, 2025, to purchase an equal number of shares of Class A Common Stock, and (d) 4,850,578 Class A Units and 3,880,462 shares of Class B Common Stock, exchangeable for 3,880,462 shares of Class A Common Stock, together representing 3.1% of the issued and outstanding shares of the Issuer's Class A Common Stock based on the Calculation Method.
* The Ernest Irrevocable 2004 Trust III holds (a) 591,440 shares of Class A Common Stock and (b) 14,792,526 Class A Units and 11,834,021 shares of Class B Common Stock, exchangeable for 11,834,021 shares of Class A Common Stock, together representing 7.5% of the issued and outstanding shares of the Issuer's Class A Common Stock based on the Calculation Method.
* The Ernest C. Garcia III Multi-Generational Trust III holds (a) 691,440 shares of Class A Common Stock and (b) 14,940,000 Class A Units and 11,952,000 shares of Class B Common Stock, exchangeable for 11,952,000 shares of Class A Common Stock, together representing 7.6% of the issued and outstanding shares of the Issuer's Class A Common Stock based on the Calculation Method.
The filing of this Statement shall not be construed as an admission that the Reporting Person or either Trust is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. |