CARVANA CO.CVNA

CARVANA CO. Earnings Per Share Disclosure

10-KFiled Feb 18, 20263 min read
NOTE 13 — NET EARNINGS PER SHARE

Basic and diluted net earnings per share is computed by dividing the net earnings attributable to Class A common stockholders by the weighted-average shares of Class A common stock outstanding during the period. Diluted net earnings per share is computed by giving effect to all potentially dilutive shares. Potentially dilutive shares have been excluded from the computation of diluted net earnings per share when their effect is anti-dilutive. Net earnings for all periods presented is attributable only to Class A common stockholders, due to no activity related to convertible preferred stock during those periods.
The following table presents the calculation of basic and diluted net earnings per share during the years ended December 31, 2025, 2024, and 2023:

Years Ended December 31,
202520242023
(in millions, except number of shares, which are reflected in thousands, and per share amounts)
Numerator:
Net income$1,895 $404 $150 
Net income (loss) attributable to non-controlling interests488 194 (300)
Net income attributable to Carvana Co. Class A common stockholders - basic1,407 210 450 
Impact on net income of assumed conversions from LLC Units488 — (300)
Net income attributable to Carvana Co. Class A common stockholders - diluted
$1,895 $210 $150 
Denominator:
Weighted-average shares of Class A common stock outstanding137,634 122,346 109,347 
Nonvested weighted-average restricted stock awards— (2)(24)
Weighted-average shares of Class A common stock outstanding - basic137,634 122,344 109,323 
Dilutive effect of Class A common shares:
Stock Options (1)
3,182 3,173 979 
Restricted Stock Units and Awards (1)
4,304 6,689 4,815 
Class A Units (2)
77,760 — 83,976 
Class B Units (2)
1,397 — 1,485 
Weighted-average shares of Class A common stock outstanding - diluted224,277 132,206 200,578 
Net earnings per share of Class A common stock - basic$10.22 $1.72 $4.12 
Net earnings per share of Class A common stock - diluted$8.45 $1.59 $0.75 
(1) Calculated using the treasury stock method, if dilutive
(2) Calculated using the if-converted stock method, if dilutive

Shares of Class B common stock do not share in the losses or income of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net earnings per share of Class B common stock under the two-class method has not been presented.
The following table presents potentially dilutive securities, as of the end of the period, excluded from the computations of diluted net earnings per share of Class A common stock for the years ended December 31, 2025, 2024, and 2023, respectively:

Years Ended December 31,
202520242023
(in thousands)
Options (1)
— 365 976 
Restricted Stock Units and Awards (1)
7 11 1,308 
Class A Units (2)
— 83,509 — 
Class B Units (2)
— 1,763 — 
(1) Represents number of instruments outstanding at the end of the period that were evaluated under the treasury stock method for potentially dilutive effects and were determined to be anti-dilutive.
(2) Represents the weighted-average as-converted LLC units that were evaluated under the if-converted method for potentially dilutive effects and were determined to be anti-dilutive.
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About Earnings Per Share Disclosures

The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.

Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.

Other Available Disclosures

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