Basisstatistiken
| LEI | 5493003WEAK2PJ5WS063 |
| CIK | 1690820 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Carvana Co.
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| May 8, 2026 |
As filed with the Securities and Exchange Commission on May 8, 2026 As filed with the Securities and Exchange Commission on May 8, 2026 Registration No. |
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| May 6, 2026 |
Exhibit 10.1 CARVANA CO. 2026 OMNIBUS INCENTIVE PLAN ARTICLE I ESTABLISHMENT; PURPOSE; EFFECTIVE DATE; EXPIRATION DATE Carvana Co., a Delaware corporation (the “Company”), hereby establishes the Carvana Co. 2026 Omnibus Incentive Plan (the “Plan”). The Plan will supersede and replace the Company’s 2017 Omnibus Incentive Plan, as amended (the “2017 Plan”). No Awards (as defined below) will be made |
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| May 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2026 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 6, 2026 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARVANA CO. (a Delaware corporation) * * * * Adopted in accordance with the provisions of §242 of the General Corporation Law of the State of Delaware * * * * Paul Breaux, being the Vice President, General Counsel and Secretary of Carvana Co., a corporation duly organized and existing under and by virt |
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| April 29, 2026 |
Exhibit 99.1 Dear Shareholders, The first quarter was another outstanding quarter for Carvana. It was our 6th consecutive quarter of 40% or greater year-over-year unit growth leading to company records in retail units sold, revenue, gross profit, SG&A expense per unit, GAAP Operating Income, and Adjusted EBITDA, again demonstrating the power of our business model. At its core, the used car industr |
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| April 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exact n |
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| April 29, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2026 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 29, 2026 |
Exhibit 99.2 Carvana Announces Record First Quarter 2026 Results Record 187k retail units drive industry-leading 40% YoY growth Record Q1 Net Income of $405 Million; Net Income margin of 6.3% Record Adjusted EBITDA of $672 Million; industry-leading 10.4% Adjusted EBITDA margin Expects sequential increase in retail units sold and Adjusted EBITDA1 in Q2 2026, leading to all-time company records on b |
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| March 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| March 25, 2026 |
ANNUAL REPORT 2025CARV ANA FORM 10-K OUR MISSION IS TO CHANGE THE WAY PEOPLE BUY AND SELL CARS. |
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| March 25, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| March 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| March 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| February 18, 2026 |
Exhibit 99.2 Carvana Announces Record Fourth Quarter and Full Year 2025 Results Record Full Year Retail Units Sold of 596,641, up 43% YoY Record Full Year Revenue of $20.3 billion, up 49% YoY Record Full Year Net Income of $1.9 billion1, up more than $1 billion YoY Record Full Year Adjusted EBITDA of $2.2 billion, up more than $850 million YoY Expects Significant Growth in Retail Units Sold and Ad |
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| February 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2026 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 18, 2026 |
FINANCIAL RESULTS & COMPANY MILESTONES Exhibit 99.1 Annual Results 1 2025 Highlights FINANCIAL RESULTS & COMPANY MILESTONES •Accelerated year-over-year growth in retail units and revenue ◦Grew retail units by 180,293 (43%) year-over-year, bringing used market share to ~1.6% ◦Revenue over $20 billion for the first time, up 49% year-over-year ◦Exceeded 5 million cumulative customer transactions •Achieved record company-level profitabilit |
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| February 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exact name o |
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| February 18, 2026 |
Description of Registrant’s Securities Exhibit 4.21 Description of Registrant’s Securities The following is a description of each class of securities of Carvana Co. (“we,” “our,” the “Company”) that is registered under Section 12 of the Securities and Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of such securities, refer to the Company’s amended and restat |
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| February 18, 2026 |
Exhibit 21.1 SUBSIDIARIES OF THE COMPANY The following are the direct and indirect subsidiaries of Carvana Co. as of December 31, 2025: Subsidiary Jurisdiction of Organization Carvana Co. Sub LLC Delaware Carvana Group, LLC Delaware Carvana Operations HC LLC Delaware Carvana, LLC Arizona ADESA US Auction, LLC Delaware |
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| October 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exa |
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| October 29, 2025 |
Exhibit 99.2 Carvana Announces Record Third Quarter 2025 Results Record 156k retail units drive industry-leading 44% YoY growth Record $5.65 billion Revenue, up 55% YoY Industry-leading Net income of $263 million1, up $115 million YoY Record Adjusted EBITDA of $637 million, up $208 million YoY For Q4, Carvana expects retail units sold over 150k; for full year 2025, Carvana expects Adjusted EBITDA |
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| October 29, 2025 |
Exhibit 99.1 Dear Shareholders, The third quarter was another exceptional quarter for Carvana. We were once again the most profitable and fastest growing automotive retailer. And once again by significant margins. Our Net income margin was 4.7%. This is more than 2x the industry average in the quarter. Our Operating income and Adjusted EBITDA margins were 9.8% and 11.3%, both about 2.5x the indust |
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| October 29, 2025 |
Amendment to the Second Amended and Restated Master Purchase and Sale Agreement, dated Exhibit 10.1 EIGHTH AMENDMENT (MASTER PURCHASE AND SALE AGREEMENT) EIGHTH AMENDMENT, dated as of October 28, 2025 (this “Amendment”) to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, as amended by the First Amendment, dated as of January 13, 2023, as amended by the Second Amendment, dated as of January 20, 2023, as amended by the Third Amendment, |
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| October 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2025 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| October 1, 2025 |
144 0001700540 XXXXXXXX LIVE 0001690820 CARVANA CO 001-38073 300 E. Rio Salado Parkway Tempe AZ 85281 6029229866 MARK JENKINS Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 12750 4809810.00 138083496 10/01/2025 NYSE Common 10/01/2025 Exercise of Stock Options Issuer N 12750 10/01/2025 Cash N 10b5-1 Sales for MARK JENKINS 300 |
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| October 1, 2025 |
144 0001700545 XXXXXXXX LIVE 0001690820 CARVANA CO 001-38073 300 E. Rio Salado Parkway Tempe AZ 85281 6029229866 PAUL BREAUX Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 15000 5658600.00 138083496 10/01/2025 NYSE Common 01/01/2023 Restricted and Performance Stock Units Issuer N 528 01/01/2023 N/A Common 10/01/2025 Exercise |
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| October 1, 2025 |
144 0001700537 XXXXXXXX LIVE 0001690820 CARVANA CO 001-38073 300 E. Rio Salado Parkway Tempe AZ 85281 6029229866 BHJC Trust Officer COMMON Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 10000 3772400.00 138083496 10/01/2025 NYSE Common 10/01/2025 Exercise of Stock Options Issuer N 10000 10/01/2025 Cash N 10b5-1 Sales Plan for BHJC Trust 30 |
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| September 10, 2025 |
144 0001702455 XXXXXXXX LIVE 0001690820 CARVANA CO. 001-38073 300 E. RIO SALADO PARKWAY TEMPE AZ 85281 (480) 719-8809 PLATT IRA J. Director COMMON THE CHARLES SCHWAB CORPORATION 3000 Schwab Way Westlake TX 76262 14000 5307960.00 138083496 09/10/2025 NYSE COMMON 11/07/2022 OPEN MARKET PURCHAES OPEN MARKET N 14000 11/07/2022 NA Y FULL ACCOUNT TITLE: G PLATT & J HAY TTEE GEORGIANA O. PLATT AND SUCCES |
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| September 9, 2025 |
144 0001700545 XXXXXXXX LIVE 0001690820 CARVANA CO 001-38073 300 E. Rio Salado Parkway Tempe AZ 85281 6029229866 PAUL BREAUX Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 15000 5583150.00 138083496 09/09/2025 NYSE Common 09/01/2022 Restricted and Performance Stock Units Issuer N 15000 09/01/2022 N/A N PAUL BREAUX 300 E. Rio |
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| September 2, 2025 |
144 0001700537 XXXXXXXX LIVE 0001690820 CARVANA CO 001-38073 300 E. Rio Salado Parkway Tempe AZ 85281 6029229866 BHJC Trust Officer COMMON Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 10000 3719200.00 138083496 09/02/2025 NYSE Common 05/01/2024 Restricted and Performance Stock Units Issuer N 10000 05/01/2024 N/A N 10b5-1 Sales Plan for B |
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| September 2, 2025 |
144 0001700540 XXXXXXXX LIVE 0001690820 CARVANA CO 001-38073 300 E. Rio Salado Parkway Tempe AZ 85281 6029229866 MARK JENKINS Officer Common Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004 12750 4741980.00 138083496 09/02/2025 NYSE Common 09/02/2025 Exercise of Stock Options Issuer N 12750 09/02/2025 Cash N 10b5-1 Sales for MARK JENKINS 300 |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 30, 2025 |
Exhibit 99.2 Carvana Announces Record Second Quarter 2025 Results Industry-leading 41% YoY retail unit growth drives new record 143k retail units Industry-leading Net income of $308 million generates record Q2 Net income margin of 6.4% Record Adjusted EBITDA of $601 million drives industry-leading 12.4% Adjusted EBITDA margin Expects a sequential increase in retail units sold in Q3 2025, and Adjus |
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| July 30, 2025 |
Exhibit 99.1 Dear Shareholders, The second quarter was another exciting quarter for Carvana. We hit records in every key financial metric, with the scalability and leverage of our model really shining through. We sold over 143,000 retail units, an increase of 41% year-over-year. We achieved over $300 million in Net income and over $600 million in Adjusted EBITDA, an Adjusted EBITDA increase of ~70 |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exact na |
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| May 7, 2025 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARVANA CO. (a Delaware corporation) * * * * Adopted in accordance with the provisions of §242 of the General Corporation Law of the State of Delaware * * * * Paul Breaux, being the Vice President, General Counsel and Secretary of Carvana Co., a corporation duly organized and existing under and by virt |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 7, 2025 |
Exhibit 99.1 Dear Shareholders, The first quarter was another outstanding quarter for Carvana. We grew retail units sold 46% year-over-year to nearly 134,000, a new company record. This growth makes us the fastest growing automotive retailer by a large margin. Amongst the other public automotive retailers, the fastest same store unit growth was 6%. We more than doubled Net income and Adjusted EBIT |
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| May 7, 2025 |
Exhibit 10.4 AMENDED AND RESTATED DISTRIBUTION AGREEMENT February 19, 2025 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Virtu Americas LLC 1633 Broadway 41st Floor New York, New York 10019 Ladies and Gentlemen: Carvana Co., a Delaware corporation (the “Company”) confirms its agreement with Barclays Cap |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exact n |
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| May 7, 2025 |
Exhibit 99.2 Carvana Announces Record First Quarter 2025 Results Industry-leading 46% YoY retail unit growth drives new record for Retail Units Record Q1 Net Income of $373 Million delivers record Q1 Net Income margin of 8.8% Record Adjusted EBITDA of $488 Million drives industry-leading 11.5% Adjusted EBITDA margin Expects sequential increase in retail units sold and Adjusted EBITDA1 in Q2 2025, |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| April 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) |
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| April 29, 2025 |
EXECUTION VERSION SEVENTH AMENDMENT (MASTER PURCHASE AND SALE AGREEMENT) SEVENTH AMENDMENT, dated as of April 29, 2025 (this “Amendment”) to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, as amended by the First Amendment, dated as of January 13, 2023, as amended by the Second Amendment, dated as of January 20, 2023, as amended by the Third Amendm |
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| April 29, 2025 |
SECOND AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENT I. THE PARTIES TO THIS AGREEMENT This Second Amended and Restated Inventory Financing and Security Agreement (“Agreement”) is effective as of April 30, 2025 (the “Effective Date”), and is made by and among the following parties: A. Ally Bank (Ally Capital in Hawaii, Mississippi, Montana, and New Jersey), a Utah state-chartered |
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| March 25, 2025 |
ANNUAL REPORT 2024 2024 ANNUAL REPORT CARVANA HEADQUARTERS 300 E. Rio Salado Pkwy. /// Tempe, Arizona 85281 /// carvana.comOUR MISSION IS TO CHANGE THE WAY PEOPLE BUY AND SELL CARS.20 years ago on a hot day in Palo Alto, several future members of the Carvana team sat impatiently fidgeting during our college commencement address. We didn’t realize it then, but that commencement speech by Steve Jobs |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)( |
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| February 21, 2025 |
As filed with the Securities and Exchange Commission on February 21, 2025 As filed with the Securities and Exchange Commission on February 21, 2025 Registration No. |
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| February 21, 2025 |
Calculation of Filing Fee Tables S-8 CARVANA CO. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Class A Common Stock Other 2,665,416 $ 268.80 $ 716,463,820.80 0.0001531 $ 109,690.61 Total Offering Amounts: $ 716,463,8 |
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| February 19, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 CARVANA CO. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing F |
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| February 19, 2025 |
Calculation of Filing Fee Table. Calculation of Filing Fee Tables S-3 CARVANA CO. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing F |
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| February 19, 2025 |
$1,000,000,000 Class A Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-285061 PROSPECTUS SUPPLEMENT (To Prospectus dated February 19, 2025) $1,000,000,000 Class A Common Stock We have entered into a Second Amended and Restated Distribution Agreement, amending that certain distribution agreement, dated as of July 19, 2023, as subsequently amended by that certain amended and restated distribution |
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| February 19, 2025 |
arvana Co. Securities Trading Policy, filed herewit Exhibit 19.1 CARVANA CO. SECURITIES TRADING POLICY PURPOSE This Securities Trading Policy (this “Policy”) provides guidelines with respect to transactions in the securities of Carvana Co. (“Carvana”) and the handling of confidential information about Carvana and the companies with which Carvana does business. Carvana’s Board of Directors (the “Board”) has adopted this Policy to promote compliance |
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| February 19, 2025 |
Carvana Co. Subsidiaries, filed herewith. Exhibit 21.1 SUBSIDIARIES OF THE COMPANY The following are the direct and indirect subsidiaries of Carvana Co. as of December 31, 2024: Subsidiary Jurisdiction of Organization Carvana Co. Sub LLC Delaware Carvana Group, LLC Delaware Carvana Operations HC LLC Delaware Carvana, LLC Arizona ADESA US Auction, LLC Delaware ADESA California, LLC California Carvana Insurance Services LLC Arizona Carvana |
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| February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exact name o |
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| February 19, 2025 |
Exhibit 4.27 Description of Registrant’s Securities The following is a description of each class of securities of Carvana Co. (“we,” “our,” the “Company”) that is registered under Section 12 of the Securities and Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of such securities, refer to the Company’s amended and restat |
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| February 19, 2025 |
Exhibit 99.2 Carvana Announces Record Fourth Quarter and Full Year 2024 Results Drives Record Top and Bottom Line Results: Revenue of $13.67 Billion, Net Income of $404 Million and Adjusted EBITDA of $1.38 Billion Continues Industry-Leading Year-over-year Retail Unit Growth: 50% in Q4 and 33% for Full Year 2024 Delivers Record 3.0% Net Income margin and Industry-Leading 10.1% Adjusted EBITDA margi |
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| February 19, 2025 |
Exhibit 10.39 AMENDED AND RESTATED DISTRIBUTION AGREEMENT February 19, 2025 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Virtu Americas LLC 1633 Broadway 41st Floor New York, New York 10019 Ladies and Gentlemen: Carvana Co., a Delaware corporation (the “Company”) confirms its agreement with Barclays Ca |
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| February 19, 2025 |
Exhibit 99.1 Annual Results 1 2024 Highlights FINANCIAL RESULTS •Achieved record company-level profitability for full year 2024 ◦Net income of $404 million, Net income margin of 3.0% ◦GAAP Operating income of $990 million, GAAP Operating margin of 7.2% ◦Adjusted EBITDA of $1.378 billion, Adjusted EBITDA margin of 10.1% •Returned to significant retail unit growth ◦Retail units sold of 416,348, a 33 |
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| February 19, 2025 |
As filed with the Securities and Exchange Commission on February 19, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 19, 2025 Registration No. |
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| February 19, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 12, 2025 |
Exhibit 99 Pursuant to the instructions in Item 7 of Schedule 13G, the following table lists the identity and Item 3 classification, if applicable, of each relevant entity that beneficially owns shares of the security class being reported on this Schedule 13G. |
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| February 4, 2025 |
EX-24 2 PowerOfAttorney.txt EXHIBIT 24: POWER OF ATTORNEY POWER OF ATTORNEY The undersigned, BlackRock, Inc., a corporation duly organized under the laws of the State of Delaware, United States (the "Company"), does hereby make, constitute and appoint each of Eric Andruczyk, Richard Cundiff, R. Andrew Dickson, III, Spencer Fleming, Laura Hildner, David Maryles, Christopher Meade, Charles Park, Jam |
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| February 4, 2025 |
EX-99 3 ITEM7.txt EXHIBIT 99: ITEM 7 BlackRock Life Limited BlackRock International Limited BlackRock Advisors, LLC Aperio Group, LLC BlackRock France SAS BlackRock (Netherlands) B.V. BlackRock Institutional Trust Company, National Association BlackRock Asset Management Ireland Limited BlackRock Financial Management, Inc. BlackRock Japan Co., Ltd. BlackRock Asset Management Schweiz AG BlackRock In |
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| January 6, 2025 |
Amendment to the Second Amended and Restated Master Purchase and Sale Agreement. Exhibit 10.1 SIXTH AMENDMENT (MASTER PURCHASE AND SALE AGREEMENT) SIXTH AMENDMENT, dated as of January 3, 2025 (this “Amendment”) to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, as amended by the First Amendment, dated as of January 13, 2023, as amended by the Second Amendment, dated as of January 20, 2023, as amended by the Third Amendment, dat |
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| January 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2025 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number |
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| December 16, 2024 |
CVNA / Carvana Co. / GARCIA ERNEST C. II - SC 13D/A Activist Investment SC 13D/A 1 d882735dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 36)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869 102 (CUSIP Number) Ernest C. Garcia II c/o Verde Investments, Inc. 5430 Lyndon B. Johnson Fwy, Tow |
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| November 14, 2024 |
CVNA / Carvana Co. / JANE STREET GROUP, LLC - CVNA 13G/A Passive Investment SC 13G/A 1 CVNA.txt CVNA 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) Carvana Co - (Name of Issuer) Common Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| November 14, 2024 |
CVNA / Carvana Co. / CAS Investment Partners, LLC - AMENDMENT TO FORM SC 13G Passive Investment SC 13G/A 1 cvna-sc13ga093024.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934* (Amendment No. 2)* Carvana Co. (Name of Issuer) Class A Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 146869102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of |
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| November 14, 2024 |
EX-1 2 ex1.htm JOINT ACQUISITION STATEMENT CAS Investment Partners, LLC Schedule 13G/A Page 9 of 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the n |
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| November 14, 2024 |
CVNA / Carvana Co. / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment SC 13G/A 1 cvna13gasep24.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) CARVANA CO (Name of Issuer) COMMON STOCK (Title of Class of Securities) 146869102 (CUSIP NUMBER) September 30, 2024 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to |
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| November 14, 2024 |
CVNA / Carvana Co. / SPRUCE HOUSE INVESTMENT MANAGEMENT LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* Carvana Co. (Name of Issuer) Class A Common Stock, Par Value $0.001 per share (Title of Class of Securities) 146869102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| November 12, 2024 |
CVNA / Carvana Co. / CVAN Holdings LLC - SC 13G/A Passive Investment SC 13G/A 1 d912339dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8) Carvana Co. (Name of Issuer) Class A common stock, $0.001 par value per share (Titles of Class of Securities) 146869102 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check |
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| November 12, 2024 |
CVNA / Carvana Co. / FMR LLC Passive Investment SC 13G 1 filing.txt SCHEDULE 13G Amendment No.0 CARVANA CO CLASS A COMMON STOCK Cusip #146869102 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #146869102 Item 1: Reporting Person - FMR LLC Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 11,861,130 Item 6: 0 Item 7: 12,361,786 Item 8: 0 Item 9: |
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| November 12, 2024 |
EX-99.1 2 d912339dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement (this “Agreement”) is made and entered into as of this 12th day of November, 2024, by and among CVAN Holdings, LLC, CVAN Holdings Sub I, LLC, CVAN Holding Company, LLC, DLHPII Public Investments, LLC, DLHPII Investment Holdings, LLC, Delaware Life Holdings Parent II, LLC, Delaware Life Holdings Mana |
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| November 6, 2024 |
CVNA / Carvana Co. / MORGAN STANLEY - MS AMENDMENT Passive Investment SC 13G/A 1 CarvanaCoCVNA.txt MS AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.8)* CARVANA CO. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) September 30, 2024 - (Date Of Event which Requires Filing of this Statement) Check the appropriate bo |
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| November 1, 2024 |
CVNA / Carvana Co. / GARCIA ERNEST C. III - SC 13G/A Passive Investment SC 13G/A 1 schedule13gaerniegarciaiii.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869102 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this State |
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| October 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exa |
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| October 30, 2024 |
Exhibit 99.2 Carvana Announces Industry-Leading Third Quarter 2024 Results Delivers Net Income of $148 Million and record Adjusted EBITDA of $429 Million Drives industry-leading 34% YoY Retail Unit growth, Net Income margin of 4.0%, and industry-leading 11.7% Adjusted EBITDA margin, a new best for public automotive retailers For Q4, Carvana expects a sequential increase in YoY growth rate for reta |
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| October 30, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| October 30, 2024 |
Exhibit 99.1 Dear Shareholders, The third quarter was another exceptional quarter for Carvana. We had record performance in virtually every key financial measure. Our Net Income in the third quarter was $148 million, leading to a Net Income margin of 4.0%. Our Operating Income was $337 million. And our Adjusted EBITDA was $429 million. This translates to an 11.7% Adjusted EBITDA margin. And these |
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| October 25, 2024 |
CVNA / Carvana Co. / GARCIA ERNEST C. II - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 35)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869 102 (CUSIP Number) Ernest C. Garcia II c/o Verde Investments, Inc. 5430 Lyndon B. Johnson Fwy, Tower 3, Suite 1250 Dallas, Texas |
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| September 9, 2024 |
CVNA / Carvana Co. / GARCIA ERNEST C. II - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 34)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869 102 (CUSIP Number) Ernest C. Garcia II c/o Verde Investments, Inc. 5430 Lyndon B. Johnson Fwy, Tower 3, Suite 1250 Dallas, Texas |
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| August 1, 2024 |
CVNA / Carvana Co. / GARCIA ERNEST C. II - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 33)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869 102 (CUSIP Number) Ernest C. Garcia II c/o Verde Investments, Inc. 5430 Lyndon B. Johnson Fwy, Tower 3, Suite 1250 Dallas, Texas |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 31, 2024 |
Exhibit 10.1 AMENDED AND RESTATED DISTRIBUTION AGREEMENT July 31, 2024 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Moelis & Company LLC 399 Park Avenue New York, New York 10022 Virtu Americas LLC 1633 Broadway 41st Floor New York, New York 10019 Ladies and Gentlemen: Carvana Co., a Delaware corporatio |
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| July 31, 2024 |
$1,000,000,000 Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264391 AMENDMENT NO. 1 DATED JULY 31, 2024 (To Prospectus Supplement dated July 19, 2023 (filed pursuant to Rule 424(b)(5)) and Prospectus dated April 20, 2022) $1,000,000,000 Class A Common Stock This prospectus supplement amendment no. 1 (this “amendment”) amends the prospectus supplement, dated July 19, 2023 (filed pursuant |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exact na |
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| July 31, 2024 |
Exhibit 99.2 Carvana Announces Industry-Leading Second Quarter 2024 Results Delivers Net Income of $48M and Net Income Margin of 1.4% Drives industry-leading 33% YoY Retail Unit growth and industry-leading profitability among public automotive retailers with record 10.4% Adjusted EBITDA Margin Carvana expects a sequential increase in retail units in Q3 and FY 2024 Adjusted EBITDA of $1.0 - 1.2 Bil |
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| July 31, 2024 |
Exhibit 99.1 Dear Shareholders, The second quarter was another landmark quarter for Carvana. As measured by unit growth and Adjusted EBITDA margin, we were again the fastest growing and most profitable public automotive retailer, this time by a greater margin than in the first quarter. We grew retail units by 33% and achieved record second quarter net income margin of 1.4% and all-time-record Adju |
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| July 31, 2024 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables S-3 CARVANA CO. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing F |
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| July 10, 2024 |
CVNA / Carvana Co. / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) CARVANA CO (Name of Issuer) COMMON STOCK (Title of Class of Securities) 146869102 (CUSIP NUMBER) June 30, 2024 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: [x] |
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| July 8, 2024 |
CVNA / Carvana Co. / BlackRock Inc. Passive Investment SC 13G/A 1 us1468691027070824.txt us1468691027070824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) CARVANA CO. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) June 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| July 1, 2024 |
CVNA / Carvana Co. / GARCIA ERNEST C. II - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 32)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869 102 (CUSIP Number) Ernest C. Garcia II c/o Verde Investments, Inc. 5430 Lyndon B. Johnson Fwy, Tower 3, Suite 1250 Dallas, Texas |
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| June 10, 2024 |
CVNA / Carvana Co. / MORGAN STANLEY - MS AMENDMENT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.7)* CARVANA CO. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) May 31, 2024 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S |
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| June 6, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 17, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| June 6, 2024 |
Certificate of Elimination of Series B Preferred Stock of Carvana Co., dated June Exhibit 3.1 CERTIFICATE OF ELIMINATION of SERIES B PREFERRED STOCK of CARVANA CO. Pursuant to Section 151(g) of the Delaware General Corporation Law Carvana Co. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST: That pursuant to the authority vested in the Board of Directors of the C |
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| June 6, 2024 |
8-A12B/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Carvana Co. (Exact name of registrant as specified in its charter) Delaware 81-4549921 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 14, 2024 |
CVNA / Carvana Co. / GARCIA ERNEST C. II - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 31)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869 102 (CUSIP Number) Ernest C. Garcia II c/o Verde Investments, Inc. 100 Crescent Court, Suite 1100 Dallas, Texas 75201 (469) 564- |
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| May 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2024 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 1, 2024 |
Exhibit 10.2 AMENDMENT TO FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This Amendment (this “Amendment”) to the FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “LLC Agreement”) of Carvana Group, LLC, a Delaware limited liability company (the “Company”), is entered into as of March 4, 2024, by Carvana Co. Sub LLC, a Delaware limited liability company (the “Mana |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 1, 2024 |
Exhibit 99.2 Carvana Announces Record First Quarter 2024 Results Achieves positive Net Income margin and industry-leading Adjusted EBITDA margin while growing retail units 16% year-over-year Sets new Q1 records on key profitability metrics: Net Income $49 million; Adjusted EBITDA $235 million Carvana expects sequential increases in YoY retail unit growth rate and Adjusted EBITDA in Q21 PHOENIX – M |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exact n |
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| May 1, 2024 |
Capacity Utilization4 Margin Expansion Opportunities Exhibit 99.1 Dear Shareholders, In the first quarter, we delivered our best financial results in company history; for that reason, it is a quarter worthy of reflection. In Q1, we achieved a net income margin of 1.6% and a company-record Adjusted EBITDA margin of 7.7%. By the latter measure, for the first time, we became the most profitable public automotive retailer in the U.S. We returned to grow |
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| March 26, 2024 |
ANNUAL REPORT 2023OUR MISSION IS TO MAKE CAR BUYING, SELLING AND TRADING BETTER FOR EVERYONE. |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| February 23, 2024 |
As filed with the Securities and Exchange Commission on February 23, 2024 As filed with the Securities and Exchange Commission on February 23, 2024 Registration No. |
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| February 23, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Carvana Co. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rate Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common stock, par value $0.001 per share Rule 457(c) and Rule 457 |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 22, 2024 |
Carvana Co. Clawback Policy, filed herewith. Exhibit 97.1 Effective August 21, 2019 Revised July 25, 2023 CARVANA CO. CLAWBACK POLICY Introduction The Compensation and Nominating Committee (the “Committee”) of the Board of Directors of Carvana Co. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes accountability and that reinforces the Company's pay-f |
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| February 22, 2024 |
Exhibit 99.2 Carvana Announces Record Fourth Quarter and Full Year 2023 Results New records for full year profitability: Net Income $150 million; Adjusted EBITDA $339 million Total Gross Profit per Unit reached new full year record $5,511 GAAP and $5,984 non-GAAP and set quarterly records in all four quarters of 2023 In Q1, Carvana expects Adjusted EBITDA significantly above $100 million1 and reta |
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| February 22, 2024 |
Description of Registrant's Securities, filed herewith. Exhibit 4.28 Description of Registrant’s Securities The following is a description of each class of securities of Carvana Co. (“we,” “our,” the “Company”) that is registered under Section 12 of the Securities and Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of such securities, refer to the Company’s amended and restat |
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| February 22, 2024 |
Exhibit 99.1 Annual Results 1 2023 Highlights PATH TO PROFITABILITY •Achieved record company-level profitability ◦Record full year net income of $150 million1 ◦Record full year Adjusted EBITDA of $339 million ◦Record full year net income and Adjusted EBITDA per unit of $479 and $1,084, respectively •Drove record Gross Profit Per Unit (“GPU”) ◦Record full year GAAP GPU of $5,511 and Non-GAAP GPU of |
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| February 22, 2024 |
Carvana Co. Subsidiaries, filed herewith. Exhibit 21.1 SUBSIDIARIES OF THE COMPANY The following are the direct and indirect subsidiaries of Carvana Co. as of December 31, 2023: Subsidiary Jurisdiction of Organization Carvana Co. Sub LLC Delaware Carvana Group, LLC Delaware Carvana Operations HC LLC Delaware Carvana, LLC Arizona Adesa US Auction, LLC Delaware SPVANA V, LLC Delaware |
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| February 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exact name o |
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| February 14, 2024 |
CVNA / Carvana Co. / GREENOAKS CAPITAL PARTNERS LLC - CARVANA CO. Passive Investment SC 13G/A 1 p24-0808sc13ga.htm CARVANA CO. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869102 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check the approp |
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| February 14, 2024 |
CVNA / Carvana Co. / SPRUCE HOUSE INVESTMENT MANAGEMENT LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Carvana Co. (Name of Issuer) Class A Common Stock, Par Value $0.001 per share (Title of Class of Securities) 146869102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 14, 2024 |
Joint Filing Agreement (filed herewith): CAS Investment Partners, LLC SC 13G/A Page 9 of 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. |
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| February 14, 2024 |
CVNA / Carvana Co. / JANE STREET GROUP, LLC Passive Investment SC 13G/A 1 CVNAa.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) Carvana Co - (Name of Issuer) Commong Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) February 13, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| February 14, 2024 |
CVNA / Carvana Co. / CAS Investment Partners, LLC - AMENDMENT TO FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934* (Amendment No. 1)* Carvana Co. (Name of Issuer) Class A Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 146869102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 13, 2024 |
CVNA / Carvana Co. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Carvana Co. Class A Title of Class of Securities: Common Stock CUSIP Number: 146869102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ |
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| February 12, 2024 |
CVNA / Carvana Co. / MORGAN STANLEY - MS AMENDMENT Passive Investment SC 13G/A 1 CarvanaCVNA.txt MS AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.6)* CARVANA CO. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) December 31, 2023 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box t |
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| February 9, 2024 |
CVNA / Carvana Co. / GARCIA ERNEST C. III - SC 13G/A Passive Investment SC 13G/A 1 schedule13gerniegarciaiii2.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869102 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statem |
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| February 9, 2024 |
CVNA / Carvana Co. / JANE STREET GROUP, LLC Passive Investment SC 13G 1 CVNA.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 1) Carvana Co - (Name of Issuer) Commong Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 7, 2024 |
CVNA / Carvana Co. / CVAN Holdings LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) Carvana Co. (Name of Issuer) Class A common stock, $0.001 par value per share (Titles of Class of Securities) 146869102 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 1, 2024 |
CVNA / Carvana Co. / GOLDMAN SACHS GROUP INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CARVANA CO. - (Name of Issuer) Class A Common Stock, par value $0.001 per share - (Title of Class of Securities) 146869102 - (CUSIP Number) December 29, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| January 26, 2024 |
CVNA / Carvana Co. / BlackRock Inc. Passive Investment SC 13G 1 us1468691027012624.txt us1468691027012624.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: ) CARVANA CO. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box t |
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| January 16, 2024 |
Exhibit 10.1 FIFTH AMENDMENT (MASTER PURCHASE AND SALE AGREEMENT) FIFTH AMENDMENT, dated as of January 11, 2024 (this “Amendment”) to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, as amended by the First Amendment, dated as of January 13, 2023, as amended by the Second Amendment, dated as of January 20, 2023, as amended by the Third Amendment, da |
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| January 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| November 13, 2023 |
CVNA / Carvana Co. - Class A / GARCIA ERNEST C. II - SC 13D/A Activist Investment SC 13D/A 1 d565504dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 30)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869 102 (CUSIP Number) Ernest C. Garcia II c/o Verde Investments, Inc. 100 Crescent Court, Suite 1100 |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| November 2, 2023 |
Exhibit 99.2 Carvana Announces Record Third Quarter Results for Total Gross Profit per Unit, Net Income, and Adjusted EBITDA Focus on profitability drives new Q3 bests: Net Income $741 Million; Adjusted EBITDA $148 Million Differentiated unit economics, including Q3 best GPU of $5,952 and Q3 best Non-GAAP GPU of $6,396, validate strength and profitability of Carvana business model Simultaneous 6% |
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| November 2, 2023 |
Exhibit 99.1 Dear Shareholders, Since Carvana's founding, we have had unwavering conviction about the profitability of our online sales model. In Q2 and Q3, our results resoundingly validated this conviction. In Q2 and Q3 combined, we generated $636 million of net income1 and more than $300 million of Adjusted EBITDA, which includes ~$110 million of non-recurring items. Beneath the headline metric |
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| November 2, 2023 |
Certain information has been excluded because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. |
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| November 2, 2023 |
Consent and Agreement, dated as of S Exhibit 10.7 CONSENT AND AGREEMENT RELATING TO ADDITIONAL LIENS This CONSENT AND AGREEMENT RELATING TO ADDITIONAL LIENS (this “Agreement”), dated as of September 1, 2023, is entered into by and among (i) Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey), a Utah state chartered bank (together with its successors and assigns, “Bank”), (ii) Ally Financial Inc., a Delaware entity |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exa |
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| September 20, 2023 |
United States securities and exchange commission logo September 20, 2023 Ernest Garcia, III Chief Executive Officer Carvana Co. |
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| September 18, 2023 |
Carvana Co. 300 E. Rio Salado Parkway Tempe, AZ 85281 Carvana Co. 300 E. Rio Salado Parkway Tempe, AZ 85281 September 18, 2023 VIA EDGAR U.S. Securities and Exchange Commission The Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tony Watson and Joel Parker RE: Carvana Co. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed February 23, 2023 Form 8-K Filed July 19, 2023 File No. 1-38073 Dear Messrs. Watson |
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| September 5, 2023 |
United States securities and exchange commission logo September 5, 2023 Ernest Garcia, III Chief Executive Officer Carvana Co. |
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| September 1, 2023 |
Exhibit 4.3 CARVANA CO., GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 30, 2023 to Indenture Dated as of October 2, 2020 5.875% Notes due 2028 This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2023, among CARVANA CO. (the “Company”), each of the guarantors listed on Sch |
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| September 1, 2023 |
Exhibit 4.2 CARVANA CO., GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 30, 2023 to Indenture Dated as of March 29, 2021 5.500% Notes due 2027 This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2023, among CARVANA CO. (the “Company”), each of the guarantors listed on Sche |
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| September 1, 2023 |
Exhibit 4.7 CARVANA CO. AND EACH OF THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Secured Notes Collateral Agent 9.0% / 11.0% / 13.0% Cash / PIK Senior Secured Notes due 2030 INDENTURE Dated as of September 1, 2023 Table of Contents Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 43 |
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| September 1, 2023 |
Exhibit 4.1 CARVANA CO., GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 30, 2023 to Indenture Dated as of October 2, 2020 5.625% Notes due 2025 This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2023, among CARVANA CO. (the “Company”), each of the guarantors listed on Sch |
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| September 1, 2023 |
Exhibit 4.8 CARVANA CO. AND EACH OF THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Secured Notes Collateral Agent 9.0% / 14.0% Cash / PIK Senior Secured Notes due 2031 INDENTURE Dated as of September 1, 2023 Table of Contents Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 43 SECTION |
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| September 1, 2023 |
Exhibit 4.6 CARVANA CO. AND EACH OF THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Secured Notes Collateral Agent 9.0% / 12.0% Cash / PIK Senior Secured Notes due 2028 INDENTURE Dated as of September 1, 2023 Table of Contents Page Article I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 43 SECTION |
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| September 1, 2023 |
Exhibit 4.4 CARVANA CO., GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 30, 2023 to Indenture Dated as of August 16, 2021 4.875% Notes due 2029 This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2023, among CARVANA CO. (the “Company”), each of the guarantors listed on Sch |
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| September 1, 2023 |
Exhibit 4.5 CARVANA CO., GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of August 30, 2023 to Indenture Dated as of May 6, 2022 10.250% Notes due 2030 This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 30, 2023, among CARVANA CO. (the “Company”), each of the guarantors listed on Schedu |
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| September 1, 2023 |
Carvana to Complete Debt Exchange with Over 96% of Noteholders Exhibit 99.1 Carvana to Complete Debt Exchange with Over 96% of Noteholders PHOENIX (August 31, 2023) — Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the leading e-commerce platform for buying and selling used cars, announces today the final results of its previously announced debt exchange offers (the “Exchange Offers”) that will provide the Company with significant financial flexibility |
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| September 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number |
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| September 1, 2023 |
Exhibit 10.1 FIRST AMENDMENT TO INVENTORY FINANCING AND SECURITY AGREEMENT This FIRST AMENDMENT TO INVENTORY FINANCING AND SECURITY AGREEMENT (this “Agreement”), dated as of September 1, 2023, is entered into by and among (i) Ally Bank (Ally Capital in Hawaii, Mississippi, Montana and New Jersey), a Utah state chartered bank (together with its successors and assigns, “Bank”), (ii) Ally Financial I |
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| August 25, 2023 |
CVNA / Carvana Co. - Class A / GARCIA ERNEST C. II - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 29)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869 102 (CUSIP Number) Ernest C. Garcia II c/o Verde Investments, Inc. 100 Crescent Court, Suite 1100 Dallas, Texas 75201 (469) 564- |
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| August 21, 2023 |
Exhibit 99.1 CARVANA COMPLETES ALL EQUITY CAPITAL REQUIREMENTS OF PREVIOUSLY ANNOUNCED EXCHANGE OFFER TRANSACTION SUPPORT AGREEMENT In addition to previously announced $225 million raised in at-the-market offering, Carvana has raised $126 million from the Garcia Parties PHOENIX (August 21, 2023) — Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the fastest growing used car dealer in U.S. hi |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number |
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| August 21, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is made as of August 18, 2023 (the “Effective Date”), by and between Carvana Co., a Delaware corporation (the “Company”), Carvana Group, LLC, a Delaware limited liability company (“Group”), and the purchaser(s) listed on the signature page(s) hereto (each a “Purchaser,” and together the “Purchasers”). |
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| August 9, 2023 |
cvnajpmautoconference-au August 2023 J.P. Morgan Automotive Conference August 9, 2023 ©2023 Carvana, LLC ©2023 Carvana, LLC Confidential Document Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Carvana’s current expectations and projections with resp |
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| August 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 9, 2023 |
Exhibit 99.1 Carvana Updates Q3 2023 Outlook Including Increasing Adjusted EBITDA Outlook by Over $75 Million and Provides Insights on Several Fundamental Drivers of Gross Profit Per Unit Improvements •The Nation’s Largest Online Used Auto Retailer Expects To Achieve Adjusted EBITDA above $75 Million and Non-GAAP Total Gross Profit Per Unit above $5,500 in Q3 20231 •Carvana CFO Presents Updated Ou |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 2, 2023 |
Exhibit 99.1 News Release Carvana Co. Launches Private Exchange Offers, Cash Tender Offer and Consent Solicitations Relating to Existing Notes PHOENIX - August 2, 2023 - Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the leading e-commerce platform for buying and selling used cars, announced today that it is offering noteholders the option to exchange their unsecured notes and receive new |
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| August 2, 2023 |
Exhibit 10.1 FIRST AMENDMENT TO TRANSACTION SUPPORT AGREEMENT This FIRST AMENDMENT TO TRANSACTION SUPPORT AGREEMENT, dated as of August 1, 2023 (this “Amendment”), to that certain Transaction Support Agreement, dated as of July 17, 2023, by and among the Company Parties, the Garcia Parties, and the Supporting Noteholders (each as defined therein) (as amended, restated, amended and restated, modifi |
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| July 27, 2023 |
Exhibit 99.1 News Release CARVANA FULLY SATISFIES PUBLIC ISSUANCE REQUIREMENTS OF PREVIOUSLY ANNOUNCED EXCHANGE OFFER TRANSACTION SUPPORT AGREEMENT, RAISING $225 MILLION THROUGH AT-THE-MARKET EQUITY OFFERING PROGRAM PHOENIX – July 27, 2023 – Carvana Co. (“Carvana” or the “Company”), the fastest growing used car dealer in U.S. history, today announced that it has raised $225 million through the iss |
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| July 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 19, 2023 |
Exhibit 99.2 Carvana Delivers Best Quarter In Company History For Adjusted EBITDA and Total Gross Profit Per Unit The Nation’s Largest Online Used Auto Retailer Also Expects To Achieve Positive Adjusted EBITDA In Third Quarter 2023, For The Second Consecutive Quarter •Total gross profit per unit (“GPU”) was $6,520, an increase of 94% compared to second quarter 2022, exceeding the Company’s previou |
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| July 19, 2023 |
EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) CARVANA CO. |
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| July 19, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.2 Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information combines the historical consolidated results of operations of Carvana Co. (“Carvana”) and the historical combined results of operations of the U.S. physical auction business of ADESA, Inc. (the “Acquired Business” or “ADESA”) after giving effe |
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| July 19, 2023 |
EX-99.1 Exhibit 99.1 Carvana Announces Agreement With Noteholders That Will Provide The Company with Significant Flexibility as It Continues to Execute Its Profitability and Growth Plan by Reducing Total Debt, Extending Maturities, and Lowering Near-Term Cash Interest Expense • Agreement to eliminate more than 83% of Carvana’s 2025 and 2027 unsecured note maturities and lower required cash interes |
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| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 19, 2023 |
EX-10.2 Exhibit 10.2 DISTRIBUTION AGREEMENT July 19, 2023 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Moelis & Company LLC 399 Park Avenue New York, New York 10022 Ladies and Gentlemen: Carvana Co., a Delaware corporation (the “Company”) confirms its agreement with Citigroup Global Markets Inc. (“Citigroup”) and Moelis & Company LLC (“Moelis”), as agents and/or prin |
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| July 19, 2023 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION THIS TRANSACTION SUPPORT AGREEMENT DOES NOT CONSTITUTE, AND SHALL NOT BE DEEMED, AN OFFER OR A SOLICITATION WITH RESPECT TO ANY SECURITIES. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS. NOTHING CONTAINED IN THIS TRANSACTION SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF THE AGREEMENT |
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| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exact na |
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| July 19, 2023 |
$1,000,000,000 Class A Common Stock 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264391 PROSPECTUS SUPPLEMENT (To Prospectus dated April 20, 2022) $1,000,000,000 Class A Common Stock We have entered into a distribution agreement (the “Distribution Agreement”) with Citigroup Global Markets Inc. (“Citigroup”) and Moelis & Company LLC (“Moelis” and, together with Citigroup, the “Sales Agents”), relating |
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| July 19, 2023 |
CARVANA CO. Class A Common Stock 424B3 Filed Pursuant to Rule 424(b)(3) and Rule 424(c) Registration No. 333-264391 Prospectus Supplement (To Prospectus dated April 20, 2022) CARVANA CO. Class A Common Stock This prospectus supplement amends the existing base prospectus that forms a part of the Registration Statement on Form S-3 (File No. 333-264391), which became effective April 20, 2022, to update the section entitled “Descript |
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| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) |
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| July 19, 2023 |
Exhibit 10.5 AMENDED AND RESTATED SECTION 382 RIGHTS AGREEMENT Dated as of July 18, 2023 between CARVANA CO. and EQUINITI TRUST COMPANY, LLC, as Rights Agent TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 8 Section 3. Issue of Right Certificates 8 Section 4. Form of Right Certificates 10 Section 5. Countersignature and Registration 10 Section 6. Transfer, Sp |
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| July 19, 2023 |
Exhibit 99.1 Dear Shareholders, The second quarter was a gratifying and validating quarter for Carvana. It was gratifying because the Carvana team set a plan, charted a course, executed against our plan, and delivered. It was validating because it provided the hard data points that remind us all of the power of our customer offering and our business model. Our customers love our offering and our b |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| June 8, 2023 |
Exhibit 99.1 Carvana Releases Improved Q2 2023 Financial Outlook Ahead of Industry Conference •The Nation’s Largest Online Used Auto Retailer Announces It Expects To Achieve Adjusted EBITDA above $50 Million and Total Gross Profit Per Unit above $6,000 in Second Quarter 2023 •Carvana CEO to Present Updated Outlook Later Today During William Blair Growth Stock Conference PHOENIX (June 8, 2023) — Ca |
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| June 8, 2023 |
ex992williamblairgrowths June 2023 William Blair 43rd Annual Growth Stock Conference June 8, 2023 ©2023 Carvana, LLC ©2023 Carvana, LLC Confidential Document Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. |
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| June 6, 2023 |
CVNA / Carvana Co. - Class A / BAILLIE GIFFORD & CO Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CARVANA CO. (Amendment no.4) - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) 31 May 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed |
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| June 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| June 2, 2023 |
Carvana Co. Announces Expiration of Private Exchange Offers Relating to Existing Notes Exhibit 99.1 News Release Carvana Co. Announces Expiration of Private Exchange Offers Relating to Existing Notes PHOENIX - June 2, 2023 – Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the leading e-commerce platform for buying and selling used cars, today announced the expiration and termination of its previously announced offers to exchange (each an “Exchange Offer” and, collectively, th |
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| May 17, 2023 |
Exhibit 99.1 News Release Carvana Co. Announces Extension of Private Exchange Offers, Withdrawal Deadline and Early Exchange Premium PHOENIX - May 17, 2023 – Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the leading e-commerce platform for buying and selling used cars, today announced that it has extended the expiration date and withdrawal deadline for each of its previously announced off |
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| May 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) ( |
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| May 5, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Carvana Co. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rate Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common stock, par value $0.001 per share Rule 457(c) and Rule 457 |
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| May 5, 2023 |
As filed with the Securities and Exchange Commission on May 5, 2023 As filed with the Securities and Exchange Commission on May 5, 2023 Registration No. |
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| May 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 4, 2023 |
filed with the SEC on May 4, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exact n |
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| May 4, 2023 |
Exhibit 10.4 FOURTH AMENDMENT (MASTER PURCHASE AND SALE AGREEMENT) FOURTH AMENDMENT, dated as of April 17, 2023 (this “Amendment”) to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, as amended by the First Amendment, dated as of January 13, 2023, as amended by the Second Amendment, dated as of January 20, 2023 and as amended by the Third Amendment, |
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| May 4, 2023 |
Exhibit 10.3 THIRD AMENDMENT (MASTER PURCHASE AND SALE AGREEMENT) THIRD AMENDMENT, dated as of March 24, 2023 (this “Amendment”) to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, as amended by the First Amendment, dated as of January 13, 2023 and as amended by the Second Amendment, dated as of January 20, 2023 (as further amended, supplemented, re |
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| May 4, 2023 |
Exhibit 99.2 Carvana Reports Best First Quarter In Company History For Adjusted EBITDA and Total Gross Profit Per Unit The Nation’s Largest Online Used Auto Retailer Also Announced It Expects To Achieve Positive Adjusted EBITDA in Second Quarter 2023 and Has Already Delivered Previously Announced SG&A Reduction Plan Of $1 Billion One Quarter Early •Total gross profit per unit ("GPU") was $4,303, a |
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| May 4, 2023 |
Exhibit 99.1 Dear Shareholders, The first quarter illuminated the path we are on to execute our three step plan to increase profitability and to return to growth. Our progress is highlighted by the fact that we achieved company-best first quarter GPU and Adjusted EBITDA margins. In addition, we completed our Q2 SG&A reduction goal one quarter early despite a difficult macroeconomic and industry en |
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| May 3, 2023 |
Carvana Co. Announces Extension of Private Exchange Offers and Extension of Early Exchange Premium Exhibit 99.1 News Release Carvana Co. Announces Extension of Private Exchange Offers and Extension of Early Exchange Premium PHOENIX - May 3, 2023 – Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the leading e-commerce platform for buying and selling used cars, today announced that it has extended the expiration date for each of its previously announced offers to exchange (each an “Exchang |
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| May 3, 2023 |
Exhibit 10.1 THIRD AMENDMENT TO THE CARVANA CO. 2017 OMNIBUS INCENTIVE PLAN Carvana Co., a Delaware corporation (the “Company”), established the Carvana Co. 2017 Omnibus Incentive Plan effective as of April 27, 2017 (the “Plan”). The Plan was approved by the Company’s Board of Directors (the “Board”) and Sole Stockholder on April 27, 2017, as further amended June 5, 2017 and August 22, 2017. This |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| April 19, 2023 |
Exhibit 99.1 News Release Carvana Co. Announces Extension of Private Exchange Offers and Increase in Exchange Consideration Relating to 2025 Existing Notes and Extension of Early Exchange Premium PHOENIX - April 19, 2023 – Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the leading e-commerce platform for buying and selling used cars, today announced that it has extended the expiration date |
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| April 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 19, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Number) |
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| March 29, 2023 |
Proxy Statement Supplement filed on March 29, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| March 22, 2023 |
EX-99.1 Exhibit 99.1 Expected Unaudited Results Our fiscal quarter ending March 31, 2023 has not yet been completed. We will not finalize our operating results for the three months ending March 31, 2023 until after the quarter has ended, and our consolidated statements of operations and related notes as of and for the three months ending March 31, 2023 are not expected to be available until after |
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| March 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 22, 2023 CARVANA CO. |
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| March 22, 2023 |
Carvana Co. Announces Private Exchange Offers Relating to Existing Notes EX-99.2 Exhibit 99.2 News Release Carvana Co. Announces Private Exchange Offers Relating to Existing Notes PHOENIX - March 22, 2023 - Carvana Co. (NYSE: CVNA) (“Carvana” or the “Company”), the leading e-commerce platform for buying and selling used cars, announced today that it is offering noteholders the option to exchange their unsecured notes at a premium to current trading prices and receive n |
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| March 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| March 21, 2023 |
2022 ANNUAL REPORT ANNUAL REPORT 2022OUR MISSION IS TO MAKE CAR BUYING, SELLING AND TRADING BETTER FOR EVERYONE. |
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| March 21, 2023 |
Definitive Proxy Statement on Schedule 14A, filed with the SEC on March 21, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| February 23, 2023 |
Description of Registrant's Securities, filed herewith. Exhibit 4.16 Description of Registrant’s Securities The following is a description of each class of securities of Carvana Co. (“we,” “our,” the “Company”) that is registered under Section 12 of the Securities and Exchange Act of 1934, as amended, and does not purport to be complete. For a complete description of the terms and provisions of such securities, refer to the Company’s amended and restat |
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| February 23, 2023 |
Carvana Co. Subsidiaries, filed herewith. Exhibit 21.1 SUBSIDIARIES OF THE COMPANY The following are the direct and indirect subsidiaries of Carvana Co. as of December 31, 2022: Subsidiary Jurisdiction of Organization Carvana Co. Sub LLC Delaware Carvana Group, LLC Delaware Carvana Operations HC LLC Delaware Carvana, LLC Arizona SPVANA II, LLC Delaware SPVANA V, LLC Delaware Carvana Logistics, LLC Delaware Adesa US Auction, LLC Delaware |
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| February 23, 2023 |
Annual Report on Form 10-K for the year ended December 31, 2022 filed on February 23, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exact name o |
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| February 23, 2023 |
Exhibit 99.2 Carvana Announces Fourth Quarter and Full Year 2022 Results Full Year 2022 Retail Units Sold of 412,296, a decrease of 3% YoY Revenue of $13.604 Billion, an increase of 6% YoY Grew market share and revenue for the 9th consecutive year Fourth Quarter 2022 Retail Units Sold of 86,977, a decrease of 23% YoY Revenue of $2.837 Billion, a decrease of 24% YoY Continued to execute SG&A expens |
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| February 23, 2023 |
Exhibit 10.3 AMENDMENT TO FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT This Amendment (this “Amendment”) to FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “LLC Agreement”) of Carvana Group, LLC, a Delaware limited liability company (the “Company”), is entered into as of December 9, 2022, by and among the Company, Carvana Co. Sub LLC, a Delaware limited liabil |
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| February 23, 2023 |
Exhibit 99.1 Annual Results 1 Dear Shareholders, 2022 was a unique year for Carvana. From a short-term perspective, it was clearly a very difficult year. After eight consecutive years of annual improvement, it was the first year we stepped back on the key metrics of retail units sold, total GPU, net income margin, and Adjusted EBITDA margin. Notably, from a long-term perspective, we believe it wil |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 14, 2023 |
EX-1 2 ex1.htm JOINT FILING AGREEMENT CAS Investment Partners, LLC SC 13G Page 9 of 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of f |
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| February 14, 2023 |
CVNA / Carvana Co / SPRUCE HOUSE INVESTMENT MANAGEMENT LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Carvana Co. (Name of Issuer) Class A Common Stock, Par Value $0.001 per share (Title of Class of Securities) 146869102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| February 14, 2023 |
CVNA / Carvana Co / TIGER GLOBAL MANAGEMENT LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2023 |
CVNA / Carvana Co / GREENOAKS CAPITAL PARTNERS LLC - CARVANA CO. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869102 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to w |
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| February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No.)* Carvana Co. (Name of Issuer) Class A Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 146869102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| February 14, 2023 |
CVNA / Carvana Co / MORGAN STANLEY - MS AMENDMENT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.5)* CARVANA CO. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) December 30, 2022 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 14, 2023 |
CVNA / Carvana Co / Luxor Capital Group, LP - 4TH QTR 2023 Passive Investment SC 13G/A 1 carvana13ga-021423.htm 4TH QTR 2023 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. 1)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869 |
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| February 9, 2023 |
CVNA / Carvana Co / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Carvana Co. Class A Title of Class of Securities: Common Stock CUSIP Number: 146869102 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ |
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| February 8, 2023 |
CVNA / Carvana Co / GARCIA ERNEST C. III - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| February 7, 2023 |
CVNA / Carvana Co / GOLDMAN SACHS GROUP INC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CARVANA CO. - (Name of Issuer) Class A Common Stock, par value $0.001 per share - (Title of Class of Securities) 146869102 - (CUSIP Number) December 30, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 7, 2023 |
CVNA / Carvana Co / CVAN Holdings LLC - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Carvana Co. (Name of Issuer) Class A common stock, $0.001 par value per share (Titles of Class of Securities) 146869102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| February 3, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Carvana Co. |
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| February 3, 2023 |
As filed with the Securities and Exchange Commission on February 3, 2023 S-8 As filed with the Securities and Exchange Commission on February 3, 2023 Registration No. |
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| January 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| January 20, 2023 |
ally-carvanapartaflowxse Exhibit 10.1 SECOND AMENDMENT SECOND AMENDMENT, dated as of January 20, 2023 (this “Amendment”) to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, as amended by the First Amendment, dated as of January 13, 2023 (as further amended, supplemented, restated or otherwise modified to the date hereof, the “Master Purchase and Sal |
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| January 18, 2023 |
CVNA / Carvana Co / BAILLIE GIFFORD & CO Passive Investment SC 13G/A 1 Carvana30122022.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 CARVANA CO. (Amendment no.3) - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) 30 December 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs |
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| January 18, 2023 |
New York Stock Exchange 11 Wall Street New York, NY 10005 Tel: +1 212.656.3000 nyse.com January 18, 2023 Chief, Information Technology Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE MS 3040 Washington, DC 20549 To whom it may concern: The New York Stock Exchange certifies its approval for listing and registration of the Preferred Stock Purchase Rights of Carvana |
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| January 17, 2023 |
a101-allyxcarvanapartafl Certain information has been excluded because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. |
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| January 17, 2023 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Carvana Co. (Exact name of registrant as specified in its charter) Delaware 81-4549921 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 300 E. Rio Salado Pa |
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| January 17, 2023 |
EX-99.1 Exhibit 99.1 CARVANA ADOPTS TAX ASSET PRESERVATION PLAN DESIGNED TO PROTECT LONG-TERM SHAREHOLDER VALUE BY PRESERVING THE AVAILABILITY OF ITS NET OPERATING LOSSES • Preserving long-term shareholder value by adopting a Section 382 rights plan intended to protect potentially valuable tax assets Phoenix, Arizona – January 17, 2023 – Carvana Co. (“Carvana”) (NYSE: CVNA) announced today that it |
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| January 17, 2023 |
EX-3.1 Exhibit 3.1 CERTIFICATE OF DESIGNATIONS of SERIES B PREFERRED STOCK of CARVANA CO. (Pursuant to Section 151 of the Delaware General Corporation Law) Carvana Co., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the board of directors of the Corporation (the “Boar |
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| January 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| January 17, 2023 |
EX-4.1 Exhibit 4.1 SECTION 382 RIGHTS AGREEMENT Dated as of January 16, 2023 between CARVANA CO. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Appointment of Rights Agent 8 Section 3. Issue of Right Certificates 8 Section 4. Form of Right Certificates 10 Section 5. Countersignature and Registration 10 Section 6. Transfe |
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| January 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 16, 2023 Carvana Co. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| December 12, 2022 |
CVNA / Carvana Co / PRICE T ROWE ASSOCIATES INC /MD/ Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) CARVANA CO (Name of Issuer) COMMON STOCK (Title of Class of Securities) 146869102 (CUSIP NUMBER) November 30, 2022 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is filed: |
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| December 7, 2022 |
CVNA / Carvana Co / MORGAN STANLEY - MS AMENDMENT Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.4)* CARVANA CO. - (Name of Issuer) Class A Common Stock - (Title of Class of Securities) 146869102 - (CUSIP Number) November 30, 2022 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| December 5, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement (this ?Agreement?) is made and entered into as of this 5th day of December 2022, by and among CVAN Holdings, LLC, CVAN Holding Company, LLC, DLHPII Public Investments, LLC, DLHPII Investment Holdings, LLC, Delaware Life Holdings Parent II, LLC, Delaware Life Holdings Manager, LLC and Mark Walter. The parties to this Agreement hereby a |
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| December 5, 2022 |
CVNA / Carvana Co / CVAN Holdings LLC - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) Carvana Co. (Name of Issuer) Class A common stock, $0.001 par value per share (Titles of Class of Securities) 146869102 (CUSIP Number) November 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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| November 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numb |
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| November 3, 2022 |
Exhibit 99.2 Carvana Announces Third Quarter 2022 Results Retail Units Sold of 102,570 a decrease of 8% YoY Revenue of $3.386 Billion, a decrease of 3% YoY Reduced Carvana only SG&A expenses by $89 million QoQ PHOENIX – November 3, 2022 – Carvana Co. (NYSE: CVNA), the leading e-commerce platform for buying and selling used cars online, today announced financial results for the quarter ended Septem |
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| November 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38073 CARVANA CO. (Exa |
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| November 3, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 CARVANA CO. (Exact name of registrant as specified in its charter) Delaware 001-38073 81-4549921 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| November 3, 2022 |
Exhibit 10.3 SECOND AMENDED AND RESTATED MASTER PURCHASE AND SALE AGREEMENT among Carvana Auto Receivables 2016-1 LLC as Transferor and ALLY BANK and ALLY FINANCIAL INC. each a Purchaser DATED AS OF NOVEMBER 1, 2022 Certain information has been excluded because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. TABLE OF CONTENTS PAGE ARTICLE I DEFI |
