Carvana Co. 10.2500% Senior Notes due 2030

§ I

Executive Summary All three maintenance-equivalent covenants are running with meaningful cushion.

3 covenants · 0 breaches · 0 warnings

Covenant	Headline	Current	Threshold	Cushion	Status
Debt Incurrence § 4.09	54% cushion to the coverage floor	4.43×	> 2.00×	55%	In Compliance
Permitted Liens § 4.12		—	—	—	In Compliance
Restricted Payments § 4.07	Builder basket + qualitative RP carve-outs	$100M	gross cap	—	In Compliance

Running at 4.43x against a 2.00x floor, with ~54% cushion. 55% drop in numerator triggers breach. Covenant Quality scored 2.5/5 (debt 2, liens 2, RPs 4).

§ II

Covenant EBITDA Build-Up Bottom-up from audited Net Income to the §1.01 defined figure. Every basket cap and ratio test downstream depends on this number.

FY2025 (12 months ended December 31, 2025)

Waterfall — Indenture §1.1 Definitions — 'Consolidated EBITDA'. Extracted by gemini_extract_ebitda_def.py on 2026-04-23 (13 add-back clauses: taxes, fixed charges, D&A, financing/transaction costs, restructuring and business optimization, non-cash charges, run-rate cost savings capped at 25%, unrealized FX losses, unrealized hedging losses, TRA payments; subtractions for non-cash gains, unrealized FX gains, unrealized hedging gains).

§1.01 Clause	Component	Sign	Amount ($K)	Running
start	Consolidated Net Income Carvana FY2025 Net Income $1,895M (reconciliation p.46, before NCI)FY2025 consolidated net income (pre-NCI) per Adjusted EBITDA reconciliation table. Net income attributable to Carvana Co. per XBRL = $1,407M; difference = Up-C NCI. Covenant definition typically starts from consolidated GAAP pre-NCI net income at the Restricted Group level; refine if §1.01 specifies otherwise.	=	1,895,000	1,895,000
(1)(a)	Income Tax (Benefit) Provision Carvana FY2025 Income tax benefit $(2,785)M — primarily release of $2.2B DTA valuation allowanceLarge NEGATIVE add-back because the FY2025 figure was a BENEFIT, not a provision. Covenant EBITDA picks up the benefit as a subtract (benefit reduces GAAP net income uplift). Non-recurring — the $2.2B valuation-allowance release will not repeat.	+	-2,785,000	-890,000
(1)(b)	Fixed Charges (Interest expense, net) Carvana FY2025 Interest expense, net $505M (reconciliation p.46)Down $146M from FY2024 $651M. Cash interest paid per cash-flow statement was $336M (up from $115M) — the PIK-to-cash toggle reversal showed up as a cash drain even as GAAP interest fell. PIK accrued balance at 12/31/2025 = $0 (was $105M).	+	505,000	-385,000
(1)(c)	Consolidated Depreciation and Amortization Carvana FY2025 D&A $275M (CoS $111M + SG&A $164M, per reconciliation p.46)Down from FY2024 $305M — reflects tighter capex discipline and some accelerated legacy-asset run-off.	+	275,000	-110,000
(1)(d)	Financing and Transaction Costs Not separately broken out in FY2025 MD&A. Loss on debt extinguishment $16M (see clause below) is a candidate add-back here; kept at 0 pending explicit clause mapping.	+	0	-110,000
(1)(e)	Restructuring and Business Optimization Costs Carvana FY2025 restructuring expense $0M (reconciliation p.46)FY2025 restructuring expense was zero per the Adjusted EBITDA reconciliation — workforce and facility restructurings completed prior years.	+	0	-110,000
(1)(f)	Non-cash charges (TRA expense, warrant/beneficial-interest fair-value changes, debt-extinguishment loss) Carvana FY2025: Other expense (income), net $2,250M (primarily $2.2B TRA expense + $64M Root warrants FV decrease - $12M beneficial-interest FV increase) + Loss on debt extinguishment $16MMost of FY2025 non-cash charges are from the Tax Receivable Agreement expense ($2.2B) triggered by the deferred-tax valuation-allowance release. TRA expense IS itemized as a separate clause (1)(j) in the indenture EBITDA definition — if classified there instead of (1)(f), net effect on covenant EBITDA is unchanged. Add-back reflects the non-cash nature of the TRA accrual. Conservative pending clause mapping review.	+	2,266,000	2,156,000
(1)(g)	Run-rate Cost Savings and Synergies (capped 25% of EBITDA) Management-discretion add-back capped at 25% of Consolidated EBITDA ≈ $559M headroom on a $2.237B base. Not populated; the FY2024 draft's 1.99x FCCR made this clause definitional-risk-critical, but FY2025's 4.43x FCCR renders run-rate-savings add-backs immaterial to the OPEN/CLOSED call on the operative gates. Lower priority.	+	0	2,156,000
(1)(h)	Unrealized FX Losses Immaterial (US-only issuer).	+	0	2,156,000
(1)(i)	Unrealized Hedging Losses Pending.	+	0	2,156,000
(1)(j)	Tax Receivable Agreement Payments Carvana FY2025 TRA expense $2.2B (included in Other Expense, Net) — ACCRUAL not paymentClause (1)(j) speaks to amounts PAID under the TRA. The FY2025 $2.2B is a non-cash accrual (obligation to pay in future years as NOLs are utilized), not a current cash payment. Kept at 0 here; the non-cash accrual is captured in the clause (1)(f) non-cash-charges add-back above. On next refresh, pull the cash TRA payment line from the cash-flow statement and split clauses (1)(f) vs (1)(j) cleanly.	+	0	2,156,000
(2)(a)	Non-cash gains None disclosed in FY2025 reconciliation (the beneficial-interest FV increase of $12M is netted inside the Other Expense line and captured in the clause (1)(f) aggregate).	-	(0)	2,156,000
(2)(b)	Unrealized FX Gains Immaterial.	-	(0)	2,156,000
(2)(c)	Unrealized Hedging Gains Pending.	-	(0)	2,156,000
TOTAL	Covenant EBITDA (smoke-test proxy = reported Adjusted EBITDA)	=		2,237,000

Reconciliation

Indenture §1.1 Definitions — 'Consolidated EBITDA'. Extracted by gemini_extract_ebitda_def.py on 2026-04-23 (13 add-back clauses: taxes, fixed charges, D&A, financing/transaction costs, restructuring and business optimization, non-cash charges, run-rate cost savings capped at 25%, unrealized FX losses, unrealized hedging losses, TRA payments; subtractions for non-cash gains, unrealized FX gains, unrealized hedging gains). (this page) $2237.00M

Management-reported EBITDA
per investor presentation $2237.00M

Δ +$0.00M

Smoke-test uses reported Adjusted EBITDA $2,237M (per FY2025 10-K MD&A reconciliation p.46) as covenant-EBITDA proxy. A bottom-up §1.01 reconciliation would pick up (a) the $(2,785)M tax-benefit subtract, (b) the $505M interest add, (c) the $275M D&A add, (d) substantial non-cash add-backs for the $2.2B TRA expense + warrant FV + debt-extinguishment loss, netting to roughly the same or higher number depending on TRA clause classification. Clause (1)(g) run-rate savings (cap ~$559M) remains potential upside but no longer material to the OPEN/CLOSED call at 4.43x FCCR. Full reconciliation deferred — FY2025 headline clears every gate by a wide margin.

Filing source

Carvana Co. FY2025 Form 10-K, filed SEC 2026-02-18 (CIK 0001690820, Accession 0001690820-26-000009). Adjusted EBITDA reconciliation at MD&A p.46.

§ 4.09

Debt Incurrence Limitation on Indebtedness

In Compliance 5 computable baskets

Definitional caveat Indebtedness per the indenture is broader than company-reported debt (includes Disqualified Stock, Attributable Indebtedness, guarantees, hedging, securitization). Consolidated EBITDA per §1.01 may differ from reported or "adjusted" EBITDA — see the build-up above. True covenant leverage can shift modestly when reconciled to defined terms.

Effective Headroom $6.40 B

$0MRatio headroom

$6404MComputable baskets

$6,404MTotal capacity

Ratio Tests § 4.09(a)

Test	Current	Threshold	Cushion	Capacity gauge	Status
Fixed Charge Coverage Ratio Test § 3.2(a) [4]§ 3.2(a)the Company and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries is greater than 2.00 to 1.00.	4.43×	> 2.00×	55%		In Compliance

Permitted Baskets — Computable § 4.09(b) · 5 dollar-quantified

Clause	Basket	Resolved Cap	Formula	Capacity	Section
(1)	Credit Facility Indebtedness	$3236M	None	$3236M cap	3.2(b)(1)
(7)	Capital Leases, Purchase Money and other specific financings	$264M	the greater of (A) $50.0 million and (B) 2.0% of Total Assets at the time of Incurrence	$264M cap	3.2(b)(7) [7]§ 3.2(b)(7)(7) Indebtedness (i) represented by Capitalized Lease Obligations or Purchase Money Obligations (in each case, without duplications) in an aggregate outstanding principal amount which, taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (i) and then outstanding, does not exceed the greater of (A) $50.0 million and (B) 2.0% of Total Assets at the time of Incurrence
(10)	Market Capitalization Basket	$0M	20.0% of the Company’s Market Capitalization	$0M cap	3.2(b)(10) [8]§ 3.2(b)(10)(10) Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause and then outstanding, will not exceed 20.0% of the Company’s Market Capitalization;
(11)	Non-Guarantor Debt	$264M	the greater of (x) $50.0 million and 2.0% of Total Assets at the time of incurrence	$264M cap	3.2(b)(11) [5]§ 3.2(b)(11)(11) Indebtedness of Non-Guarantors in an aggregate amount not to exceed the greater of (x) $50.0 million and 2.0% of Total Assets at the time of incurrence, and any Refinancing Indebtedness in respect thereof, to the extent such Indebtedness would not be considered Permitted Indebtedness if such Non-Guarantor was a Guarantor;
(14)	General Debt Basket	$2640M	the greater of (x) 500.0 million and (y) 20.0% of Total Assets	$2640M cap	3.2(b)(14) [6]§ 3.2(b)(14)(14) Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed the greater of (x) 500.0 million and (y) 20.0% of Total Assets;
Σ Computable basket capacity		$6404M	sum of 5 dollar-quantified clauses

Plus 12 qualitative baskets (unlimited / existing / refinancing / ratio-test) — not dollar-quantified here.

§ 4.12

Permitted Liens Limitation on Liens

In Compliance 0 computable

Plus 38 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns.

§ 4.07

Restricted Payments Limitation on Restricted Payments

In Compliance 3 computable

Permitted Baskets — Computable

Clause	Basket	Resolved Cap	Formula	Capacity	Section
(6)	Repurchase of equity from employees/directors	$20M	None	$20M	3.3(b)(6) [12]§ 3.3(b)(6)provided, however, that the aggregate Restricted Payments made under this clause do not exceed (x) $20.0 million in any calendar year (with unused amounts in any calendar year being carried over to the next succeeding calendar year only);
(12)	Distributions of Unrestricted Subsidiary stock	$264M	the greater of (x) $50.0 million or (y) 2.0% of Total Assets at such time	$264M	3.3(b)(12) [10]§ 3.3(b)(12)(12) distributions, by dividend or otherwise, or other transfer or disposition of shares of Capital Stock, of equity interests in, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, substantially all the assets of which are cash and Cash Equivalents) or proceeds thereof not to exceed the greater of (x) $50.0 million or (y) 2.0% of Total Assets at such time;
(15)	General Restricted Payments Basket	$660M	the greater of (x) $125.0 million and (y) 5.0% of Total Assets at such time	$660M	3.3(b)(15) [11]§ 3.3(b)(15)(15) (i) Restricted Payments (including loans or advances) in an aggregate amount outstanding at the time made not to exceed the greater of (x) $125.0 million and (y) 5.0% of Total Assets at such time;

Builder Basket § 4.07(a)(C) · cumulative capacity since Issue Date

(iii) Fixed starter amount $100M

Total gross capacity $100M

Ratio-Conditional Gates unlimited if gate is open

Clause (11) · Dividends on Designated Preferred Stock

for the most recently ended four fiscal quarters for which consolidated financial statements are available (which may be internal financial statements) immediately preceding the date of issuance of such Designated Preferred Stock or declaration of such dividends on such Refunding Capital Stock, after giving effect to such payment on a pro forma basis the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the test set forth in Section 3.2(a)

<= 0.00× gate Not Tested

§ IV

Sources & Verbatim Citations Every computed figure traces to a specific clause and page in the source indenture.

12 citations · 1 source PDF

SOURCE carvana_2030_indenture.html EXTRACTED 2026-04-23 18:01 UTC

3.3(a)(iii)(A) · p. 62
(A) 50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the first fiscal quarter in which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial statements are available (which may be internal financial statements) (or, in the case such Consolidated Net Income is a deficit, minus 100% of such deficit);
3.3(a)(iii)(B) · p. 62
(B) 100% of the aggregate amount of cash, and the fair market value of property or assets or marketable securities, received by the Company from the issue or sale of its Capital Stock or as a result of a merger or consolidation with another Person subsequent to the Issue Date or otherwise contributed to the equity (in each case other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company or a Restricted Subsidiary
3.3(a)(iii)(F) · p. 63
(F) $100.0 million.
3.2(a) · p. 56
the Company and any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Indebtedness) if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries is greater than 2.00 to 1.00.
3.2(b)(11) · p. 58
(11) Indebtedness of Non-Guarantors in an aggregate amount not to exceed the greater of (x) $50.0 million and 2.0% of Total Assets at the time of incurrence, and any Refinancing Indebtedness in respect thereof, to the extent such Indebtedness would not be considered Permitted Indebtedness if such Non-Guarantor was a Guarantor;
3.2(b)(14) · p. 58
(14) Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed the greater of (x) 500.0 million and (y) 20.0% of Total Assets;
3.2(b)(7) · p. 57
(7) Indebtedness (i) represented by Capitalized Lease Obligations or Purchase Money Obligations (in each case, without duplications) in an aggregate outstanding principal amount which, taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (i) and then outstanding, does not exceed the greater of (A) $50.0 million and (B) 2.0% of Total Assets at the time of Incurrence
3.2(b)(10) · p. 58
(10) Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause and then outstanding, will not exceed 20.0% of the Company’s Market Capitalization;
3.3(b)(11) · p. 65
provided further, in the case of clauses (i) and (ii), that for the most recently ended four fiscal quarters for which consolidated financial statements are available (which may be internal financial statements) immediately preceding the date of issuance of such Designated Preferred Stock or declaration of such dividends on such Refunding Capital Stock, after giving effect to such payment on a pro forma basis the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the test set forth in Section 3.2(a);
3.3(b)(12) · p. 65
(12) distributions, by dividend or otherwise, or other transfer or disposition of shares of Capital Stock, of equity interests in, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, substantially all the assets of which are cash and Cash Equivalents) or proceeds thereof not to exceed the greater of (x) $50.0 million or (y) 2.0% of Total Assets at such time;
3.3(b)(15) · p. 66
(15) (i) Restricted Payments (including loans or advances) in an aggregate amount outstanding at the time made not to exceed the greater of (x) $125.0 million and (y) 5.0% of Total Assets at such time;
3.3(b)(6) · p. 64
provided, however, that the aggregate Restricted Payments made under this clause do not exceed (x) $20.0 million in any calendar year (with unused amounts in any calendar year being carried over to the next succeeding calendar year only);