IN RE CARVANA CO. STOCKHOLDERS LITIGATION: Consol. C.A. No. 2020-0415-KSJM

ABSTRACT

Court of Chancery of the State of Delaware June 30,2022 Nathan A. Cook, BLOCK & LEVITON LLP, Wilmington, Delaware;Christine M. Mackintosh, Rebecca A. Musarra, GRANT & EISENHOFER P.A., Wilmington, Delaware;Ned Weinberger, LABATON SUCHAROW LLP, Wilmington, Delaware;Jason M. Leviton, Joel A. Fleming, Lauren Godles Milgroom, Amanda R. Crawford, BLOCK & LEVITON LLP, Boston, Massachusetts;Domenico Minerva, John Vielandi, David MacIsaac, LABATON SUCHAROW LLP, New York, New York;Counsel for Co- Lead Plaintiffs Anthony Franchi, Construction Industry and Laborers Joint Pension Trust for Southern Nevada, St. Paul Electrical Construction Pension Plan, St. Paul Electrical Construction Workers Supplemental Pension Plan (2014 Restatement), and Retirement Medical Funding Plan for the St. Paul Electrical Workers. "3 After a personal bankruptcy, Garcia Senior purchased the assets of a rental car company named Ugly Duckling Rent-a-Car System. On March 13, 2020, Carvana's CFO, Mark Jenkins, sent a "Coronavirus and Macroeconomic Response Plan" to Board members.4 The plan did not involve raising new capital but instead suggested cutting costs and streamlining operations in response to the market volatility. Immediately after the first March 26 meeting, Jenkins circulated a slide deck of Carvana's COVID-19 response planto the Board, stating that the business was prepared to handle an 80% reduction in sales volume for up to twelve months without requiring non- asset-based financing because the Company was implementing significant cost-cutting measures.