CVNACarvana
Carvana Co. is a holding company that was formed as a Delaware corporation in 2016 in order to operate the business of Carvana Group, LLC and its subsidiaries (collectively, "Carvana Group"). 10-K, Item 1
Deals between CVNA and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-03-25 reports that the one filed 2025-03-25 did not, quoted as filed.
New this year
5 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-25.
REGISTRATION RIGHTS AGREEMENT“As a partnership, Carvana Group is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Carvana Group is passed through to and included in the taxable income or loss of its members (LLC Unitholders), including Carvana Co., based on its allocable share held in Carvana Group. Nonetheless, many states require that partnerships make mandatory tax payments on behalf of members who are non-residents of the respective states. Accordingly, if Carvana Group generates taxable income and is required to remit income tax on behalf of its members, it will make payments to the states through composite tax returns and non-resident withholding. These payments are treated as distributions to the affected members because the amounts remitted are a payment of income tax on behalf of the affected members. During the year ended December 31, 2025, the Company made mandatory composite and non-resident withholding tax payments on behalf of non-controlling members of $4 million, of which $3 million was paid on behalf of related parties, and of which $3 million was paid to the Garcia Parties and entities controlled by them.”
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WARRANT AGREEMENT“On June 25, 2025, a private consumer products company issued the Company a warrant to purchase shares of its common stock that as of December 31, 2025 Carvana valued at $1.5 million in aggregate. The warrant vests in various tranches through 2029 based on jointly determined performance goals. Mark Walter, who indirectly controls CVAN Holdings, LLC, which in turn owns 8% of Carvana Co.'s Class B common stock as of March 10, 2026, also has a substantial ownership interest in the warrant issuer.”
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INSPECTION AND RECONDITIONING CENTER LEASE AGREEMENTS“On March 3, 2025, we assumed DriveTime's lease at the Blue Mound, Texas location on the same terms and conditions previously applicable to DriveTime (the "Blue Mound Lease"). DriveTime was released from the Blue Mound Lease, but continues to guarantee our obligations. We do not compensate DriveTime for the guarantee. The Blue Mound Lease expires in 2029, with two five-year renewal options, and total expenses related thereto were approximately $1.0 million in 2025.”
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INSPECTION AND RECONDITIONING CENTER LEASE AGREEMENTS“On October 29, 2025, we assumed DriveTime's lease at the Delanco, New Jersey location on the same terms and conditions previously applicable to DriveTime (the "Delanco Lease"). The Company now leases its IRC in Delanco, New Jersey from 600 Creek Road, LLC, an affiliate of DriveTime, which lease expires in 2032, with no further renewal options. Total expenses related to the Delanco Lease were approximately $0.1 million in 2025.”
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Fixed Pool Loan Sales“During the year ended December 31, 2025, the Company entered into three separate definitive loan purchase agreements with three separate independent, third-party purchasers for the sale of up to a total of $12 billion of principal balance of finance receivables through the fourth quarter of 2027. These agreements formalize existing relationships with loan purchasers and establish defined expectations for loan sale volume and sale procedures throughout the respective agreement periods. During the year ended December 31, 2025, the Company completed fixed pool loan sales to these independent, third-party purchasers of approximately $4.2 billion in principal balances of finance receivables. DriveTime is engaged by the third party purchasers as the servicer of the underlying receivables and generated gross revenues of approximately $51.1 million in connection with its servicing functions for the year ended December 31, 2025.”
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No longer reported 2 paragraphs of the proxy filed 2025-03-25 with nothing like them this year
CONTRIBUTION AGREEMENT“On January 5, 2022, in recognition of the Company selling its one millionth vehicle in the fourth quarter of 2021, the Company's CEO, Ernest C. Garcia, III, committed to giving then-current employees 23 shares of Class A common stock each from his personal shareholdings once employees reach their two-year employment anniversary (the "CEO Milestone Gift"). As a result and during the three months ended March 31, 2022, the Company granted 23 RSUs to each then current employee, which vested after completion of their second year of employment, for a total of 435,035 RSUs granted during the period. For every gift that vested, and pursuant to the Contribution Agreement entered into by and between the Company and Mr. Garcia on February 22, 2022, Mr. Garcia contributed to the Company, at the end of each fiscal quarter, the number of shares of Class A common stock, granted pursuant to the CEO Milestone Gift, that had vested during such quarter. The shares contributed were shares of Class A common stock that Mr. Garcia individually owned, at no charge. During the year ended December 31, 2024, 1,104 RSUs vested and an equivalent number of shares of Class A common stock were contributed by Mr. Garcia. As of January 2024, all RSUs granted pursuant to the CEO Milestone Gift had vested or been forfeited. Although the Company does not expect Mr. Garcia to incur any tax obligations related to the contribution, the Company has agreed to indemnify Mr. Garcia from any such obligations that may arise.”
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SERVICING AGREEMENTS WITH DRIVETIME“In addition, DriveTime services loans that we have sold to third parties. For the year ended December 31, 2024, DriveTime had gross revenues of approximately $10.4 million related to the servicing of such loans.”
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The whole section 32 paragraphs, proxy filed 2026-03-25
POLICIES FOR APPROVAL OF RELATED PARTY TRANSACTION“We have adopted a written policy with respect to the review, approval, and ratification of related party transactions. Under the policy, our Board is responsible for reviewing and approving related party transactions. In the course of its review and approval of related party transactions, the disinterested members of our Board will consider the relevant facts and circumstances to decide whether to approve such transactions. In particular, our policy requires our Board to consider, among other factors it deems appropriate:”
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POLICIES FOR APPROVAL OF RELATED PARTY TRANSACTION“(b) the material facts of the proposed transaction, including the proposed aggregate value of the transaction;”
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POLICIES FOR APPROVAL OF RELATED PARTY TRANSACTION“(c) the impact on a director’s independence in the event the related person is a director or an immediate family member of the director;”
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POLICIES FOR APPROVAL OF RELATED PARTY TRANSACTION“(e) if applicable, the availability of other sources of comparable products or services; and (f) an assessment of whether the proposed transaction is on terms that are comparable to the terms available to an unrelated third party or to employees generally.”
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POLICIES FOR APPROVAL OF RELATED PARTY TRANSACTION“The Board may approve transactions only if it determines that the transaction is on terms no less favorable in the aggregate than those generally available to an unaffiliated third party under similar circumstances.”
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AMENDED AND RESTATED LLC AGREEMENT“In accordance with the Carvana Group amended and restated LLC Agreement, and in connection with the issuance of senior secured notes and senior unsecured notes (collectively the “Senior Notes”) by Carvana Co. (see Carvana’s Annual Report on Form 10-K for 2025, Item 8, Note 9 - Debt Instruments and Note 10 - Stockholders' Equity), Carvana Group issued Class A Non-Convertible Preferred Units to Carvana Co. The consideration for the capital contribution made or deemed to have been made by Carvana Co. to Carvana Group was equal to the net proceeds of the Senior Notes issuances received by Carvana Co. As a result, as of December 31, 2025, Carvana Co. held the following shares of Class A Non-Convertible Preferred Units:”
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AMENDED AND RESTATED LLC AGREEMENT“In the event Carvana Co. makes payments on the Senior Notes, Carvana Group will make an equal cash distribution, as necessary, to the Class A Non-Convertible Preferred Units. For each $1,000 principal amount of the Senior Notes that Carvana Co. repays or otherwise retires, one Class A Non-Convertible Preferred Unit is canceled and retired.”
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AMENDED AND RESTATED LLC AGREEMENT“The operations of Carvana Group, and the rights and obligations of the holders of Carvana Group's common units (the "LLC Unitholders"), are set forth in the LLC Agreement.”
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EXCHANGE AGREEMENT“On April 27, 2017, we entered into an exchange agreement with Carvana Co. Sub LLC (our wholly owned subsidiary), Carvana Group, and the LLC Unitholders. Under the exchange agreement, LLC Unitholders (and certain permitted transferees thereof) may exchange at any time their LLC Units on a five-to-four conversion ratio for either shares of our Class A common stock or for cash, at the Company's discretion. To the extent LLC Unitholders also hold Class B common stock, they will be required to deliver to us the same number of shares of Class B common stock as Class A common stock being exchanged for. We will then cancel those shares of Class B common stock. As LLC Unitholders exchange their interest in Carvana Group, our indirect interest in Carvana Group will increase correspondingly.”
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EXCHANGE AGREEMENT“When an LLC Unitholder makes an exchange, they receive four shares of Class A common stock for every five Class A Units or, at our option, cash equal to the value of a share of Class A common stock multiplied by 0.8 times the number of Class A Units being exchanged. The value of the Class A common stock is determined by the average of the volume-weighted average prices for a share of Class A common stock for each of the three consecutive full trading days ending on and including the last full trading day immediately prior to the related date of exchange. Class B Units are subject to vesting and a participation threshold, and, as a result, LLC Unitholders exchanging vested Class B Units will receive a number of shares of Class A common stock equal to the Class A common stock value (determined the same way as above) less the applicable participation threshold multiplied by 0.8 times the number of vested Class B Units being exchanged, divided by the same Class A common stock value, subject to adjustment as set forth in the exchange agreement.”
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REGISTRATION RIGHTS AGREEMENT“In connection with the IPO, we entered into a registration rights agreement with certain LLC unitholders. These LLC unitholders are entitled to request that we register their shares on a long-form or short-form registration statement on one or more occasions in the future, which registrations may be “shelf registrations.” All of these LLC unitholders will be entitled to participate in certain of our registered offerings, subject to the restrictions in the registration rights agreement. We will pay expenses in connection with the exercise of these rights. The registration rights described in this paragraph apply to (1) shares of our Class A common stock held by certain LLC unitholders, and (2) any of our capital stock (or that of our subsidiaries) issued or issuable with respect to the Class A common stock described in clause (1) with respect to any dividend, stock split, recapitalization, reorganization, or certain other corporate transactions (“Registrable Securities”). These registration rights are also for the benefit of any subsequent holder of Registrable Securities, provided that any particular securities will cease to be Registrable Securities when they have been sold in a registered public offering, sold in compliance with Rule 144 of the Securities Act of 1933, as amended (the "Securities Act") or repurchased by us or our subsidiaries. In addition, any Registrable Securities held by a person other than an LLC Unitholder and their affiliates will cease to be Registrable Securities if they can be sold without limitation under Rule 144 of the Securities Act.”
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REGISTRATION RIGHTS AGREEMENT“As a partnership, Carvana Group is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Carvana Group is passed through to and included in the taxable income or loss of its members (LLC Unitholders), including Carvana Co., based on its allocable share held in Carvana Group. Nonetheless, many states require that partnerships make mandatory tax payments on behalf of members who are non-residents of the respective states. Accordingly, if Carvana Group generates taxable income and is required to remit income tax on behalf of its members, it will make payments to the states through composite tax returns and non-resident withholding. These payments are treated as distributions to the affected members because the amounts remitted are a payment of income tax on behalf of the affected members. During the year ended December 31, 2025, the Company made mandatory composite and non-resident withholding tax payments on behalf of non-controlling members of $4 million, of which $3 million was paid on behalf of related parties, and of which $3 million was paid to the Garcia Parties and entities controlled by them.”
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TAX RECEIVABLE AGREEMENT“We have entered into a Tax Receivable Agreement ("TRA") with LLC Unitholders that will provide for the payment from time to time by us to the LLC Unitholders of 85% of the amount of the benefits, if any, that we realize directly or indirectly or, under certain circumstances, are deemed to realize as a result of:”
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TAX RECEIVABLE AGREEMENT“1. the increase in our wholly owned subsidiary’s proportionate share of the existing tax basis of the assets of Carvana Group and an adjustment in the tax basis of the assets of Carvana Group reflected in that proportionate share as a result of any future exchanges of LLC Units held by an LLC Unitholder for shares of our Class A common stock or cash; and 2. certain other tax benefits related to our making payments under the TRA.”
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TAX RECEIVABLE AGREEMENT“We expect to benefit from the remaining 15% of any tax benefits that we actually realize and, except in connection with a change of control, we are not required to make any payments under the TRA until after we have directly or indirectly realized (or have been deemed to have realized) benefits in excess of such payments. These payment obligations are obligations of Carvana Co. and not of Carvana Group. As of December 31, 2025, we recorded a TRA liability of $2.3 billion, of which $1.7 billion will be paid to related parties, and of which $1.6 billion will be paid to the Garcia Parties and entities controlled by them. During the year ended December 31, 2025, the Company made TRA payments of $17 million, of which $13 million was paid to related parties, and of which $12 million was paid to the Garcia Parties and entities controlled by them.”
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INDEMNIFICATION OF OFFICERS AND DIRECTORS“We have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the officers and directors with contractual rights to indemnification, expense advancement, and reimbursement, to the fullest extent permitted under Delaware law. Additionally, we may enter into indemnification agreements with any new directors or officers that may be broader in scope than the specific indemnification provisions contained in Delaware law.”
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RELATED PARTY EMPLOYMENT RELATIONSHIPS“During the year ended December 31, 2025, we employed Devin LaCrosse, who is the brother-in-law of our President of Special Projects, Tom Taira, as Associate Director, Strategic Partnerships. Mr. LaCrosse's compensation is based on his education, experience, and the responsibilities of his position. For the year ended December 31, 2025, Mr. LaCrosse received a salary of approximately $195,000 and equity awards totaling approximately $47,132, to vest over four years.”
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WARRANT AGREEMENT“On June 25, 2025, a private consumer products company issued the Company a warrant to purchase shares of its common stock that as of December 31, 2025 Carvana valued at $1.5 million in aggregate. The warrant vests in various tranches through 2029 based on jointly determined performance goals. Mark Walter, who indirectly controls CVAN Holdings, LLC, which in turn owns 8% of Carvana Co.'s Class B common stock as of March 10, 2026, also has a substantial ownership interest in the warrant issuer.”
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RELATIONSHIP WITH DRIVETIME“Prior to November 1, 2014, Carvana, LLC was a wholly owned subsidiary of DriveTime. On November 1, 2014, DriveTime distributed the units of Carvana, LLC to the unitholders of DriveTime on a pro rata basis, (the “Spinoff”). DriveTime is controlled by our controlling stockholder, Ernest C. Garcia, II, who is also the father of our CEO, Ernest C. Garcia, III. Following the Spinoff, the unitholders of DriveTime contributed the Carvana, LLC units to Carvana Group.”
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RELATIONSHIP WITH DRIVETIME“Subsequent to the Spinoff, we entered into several agreements with DriveTime and affiliated companies that were primarily intended to facilitate our transition to a standalone company, which are described below, along with subsequent agreements. We refer to DriveTime and its subsidiaries and affiliates, other than us, as “DriveTime”. In addition to the discussion below, our relationship with DriveTime is further discussed in Carvana’s Annual Report on Form 10-K for 2025, Item 8, Note 6 - Related Party Transactions. There can be no assurances that DriveTime or its affiliated companies will enter into any new agreements or arrangements with us, or extend or renew existing agreements or arrangements, on the same terms, similar terms, or at all.”
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INSPECTION AND RECONDITIONING CENTER LEASE AGREEMENTS“In connection with the Spinoff, we entered into a sublease agreement (the "Sublease Agreement"), dated November 1, 2014, with DriveTime that previously governed our access to and utilization of space at certain inspection and reconditioning centers ("IRCs") in Blue Mound, Texas, and Delanco, New Jersey, which previously were DriveTime IRCs. At both of these locations, we made monthly lease payments based on DriveTime's actual rent expense and we were responsible for the actual insurance costs, tenant improvements required to conduct operations, and real estate taxes. Total expenses related to the Sublease Agreement were approximately $0.9 million for the year ended December 31, 2025.”
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INSPECTION AND RECONDITIONING CENTER LEASE AGREEMENTS“On March 3, 2025, we assumed DriveTime's lease at the Blue Mound, Texas location on the same terms and conditions previously applicable to DriveTime (the "Blue Mound Lease"). DriveTime was released from the Blue Mound Lease, but continues to guarantee our obligations. We do not compensate DriveTime for the guarantee. The Blue Mound Lease expires in 2029, with two five-year renewal options, and total expenses related thereto were approximately $1.0 million in 2025.”
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INSPECTION AND RECONDITIONING CENTER LEASE AGREEMENTS“On October 29, 2025, we assumed DriveTime's lease at the Delanco, New Jersey location on the same terms and conditions previously applicable to DriveTime (the "Delanco Lease"). The Company now leases its IRC in Delanco, New Jersey from 600 Creek Road, LLC, an affiliate of DriveTime, which lease expires in 2032, with no further renewal options. Total expenses related to the Delanco Lease were approximately $0.1 million in 2025.”
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INSPECTION AND RECONDITIONING CENTER LEASE AGREEMENTS“On February 27, 2017, we entered into a lease with DriveTime for an IRC in Winder, Georgia (the "Winder Lease"). On May 28, 2024, the expiration for the Winder Lease was extended to 2030, subject to two remaining renewal options of five years each. Our total expenses related to this lease agreement were approximately $1.3 million for the year ended December 31, 2025.”
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HOUSTON, TX VENDING MACHINE LEASE GUARANTEE“On July 14, 2015, DriveTime guaranteed our lease obligations for our Houston, Texas vending machine. We did not compensate DriveTime for the guarantee. Total expenses related to this lease agreement were approximately $0.3 million for the year ended December 31, 2025. On May 19, 2025, DriveTime was released as a guarantor and has no further involvement with this property.”
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HOUSTON, TX VENDING MACHINE LEASE GUARANTEE“In December 2019, DriveTime purchased an office building in Tempe, Arizona that we leased from an unrelated party. In connection with the purchase, DriveTime assumed that lease on December 4, 2019. The lease has an initial term of 10 years expiring in 2029, subject to the right to exercise two five-year extension options. Total expenses related to this lease agreement were approximately $0.8 million for the year ended December 31, 2025.”
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SERVICING AGREEMENTS WITH DRIVETIME“In December 2015, we entered into a servicing agreement (the "Servicing Agreement") with DriveTime, as amended and restated July 2022, wherein DriveTime agreed to perform certain servicing and administrative functions with respect to automotive finance receivables we own after origination and before sale. In the year ended December 31, 2025, DriveTime had gross revenues of approximately $4.6 million for performing servicing functions for such receivables on our balance sheet.”
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SERVICING AGREEMENTS WITH DRIVETIME“Further, DriveTime continues to perform certain servicing and administrative functions with respect to automotive finance receivables we sell or pledge under the following agreements:”
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Master Purchase and Sale Agreement“In December 2016, we entered into a Master Purchase and Sale Agreement (the "MPSA") pursuant to which we sell finance receivables meeting certain underwriting criteria under a committed forward flow arrangement to certain independent financing partners, including Ally Bank and Ally Financial (the "Ally Parties") without recourse to the Company for their post-sale performance. On January 3, 2025, the Company and Ally amended the MPSA to reestablish the commitment by Ally to purchase up to $4.0 billion of principal balances of finance receivables between January 3, 2025 and January 2, 2026, and further amended the MPSA on April 29, 2025 to reestablish the commitment by Ally to purchase up to $4.0 billion of principal balance of finance receivables between April 30, 2025 and April 29, 2026. On October 28, 2025, the Ally MPSA was further amended to increase the commitment by Ally to purchase up to $6.0 billion of principal balance of finance receivables between October 28, 2025 and October 27, 2026, with all other terms and conditions remaining unchanged from the preceding Ally MPSA. During the year ended December 31, 2025, we sold to Ally approximately $4.7 billion in principal balances of finance receivables under the purchase and sale agreement. DriveTime is engaged by the Ally Parties as servicer of the receivables under the MPSA and had gross revenues of approximately $94.3 million pursuant to the agreement for performing servicing functions for the year ended December 31, 2025.”
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Fixed Pool Loan Sales“During the year ended December 31, 2025, the Company entered into three separate definitive loan purchase agreements with three separate independent, third-party purchasers for the sale of up to a total of $12 billion of principal balance of finance receivables through the fourth quarter of 2027. These agreements formalize existing relationships with loan purchasers and establish defined expectations for loan sale volume and sale procedures throughout the respective agreement periods. During the year ended December 31, 2025, the Company completed fixed pool loan sales to these independent, third-party purchasers of approximately $4.2 billion in principal balances of finance receivables. DriveTime is engaged by the third party purchasers as the servicer of the underlying receivables and generated gross revenues of approximately $51.1 million in connection with its servicing functions for the year ended December 31, 2025.”
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Transfer Agreements“At various times throughout the year ended December 31, 2025, we entered into 5 transfer agreements, pursuant to which we sold finance receivables meeting certain underwriting criteria to certain purchaser trusts in connection with the securitization of those finance receivables. Under these agreements, the purchaser trusts purchased an aggregate of approximately $3.5 billion in principal balances of finance receivables.”
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Transfer Agreements“The purchaser trusts of these securitizations engaged Carvana as the administrator of such trusts and DriveTime as servicer of the underlying receivables. In the year ended December 31, 2025, DriveTime had gross revenues of approximately $92.6 million for performing servicing functions under these and historical transfer agreements. Additionally, during the year ended December 31, 2025, DriveTime, as servicer, exercised its optional clean-up call on certain 2019 and 2020 securitization trusts. Optional clean-up calls are customary features of automobile securitization transactions and typically exercised when a loan pool has amortized down to a pre-determined percentage of its original balance. These clean-up calls resulted in total payments of $48.8 million to the purchaser trusts, of which the Company received $0.4 million attributable to its retained interests in such trusts at the time of exercise.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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