CVNA / Carvana Co. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

CARVANA CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except number of shares, which are reflected in thousands, and par values) June 30, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 1,857 $ 1,7

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

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

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)

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 ☐ TRANSITION REPORT PURSUANT TO S

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

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 $

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

CARVANA CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except number of shares, which are reflected in thousands, and par values) March 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 1,858 $ 1,

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

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 Millio

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,

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 ☐ TRANSITION REPORT PURSUANT TO

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

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carvana Co., dated May 5, 2025 (incorporated by reference to Exhibit 3.2 to Carvana's Co.'s Quarterly Report on Form 10-Q filed with the SEC on 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

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 na

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

Second Amended and Restated Distribution Agreement, dated as of February 19, 2025, by and among Carvana Co., Carvana Group, LLC and Barclays Capital Inc., Citigroup Global Markets Inc., and Virtu Americas LLC as sales agents, filed herewith.

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

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 na

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

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

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)

, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit

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

, 2025, by and among Ally Bank, Ally Financial Inc., and Carvana, LLC (incorporated by reference to Exhibit

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

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 th

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)(

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 ☐ C

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

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 th

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)(

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.

Filing Fee Table.

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

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

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

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. (Ex

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

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

, 2025, by and among Carvana Co., Carvana Group, LLC and Barclays Capital Inc., Citigroup Global Markets Inc.

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

FINANCIAL RESULTS

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

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.

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

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

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

$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

Exhibit 4.27

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

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

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 ☐ TRANSITION REPORT PURSUANT TO SECTI

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

EX-99

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.

EX-99

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.

EX-99

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

EX-24

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

EX-24

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

EX-99

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

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

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. (Exac

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

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

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

EXHIBIT 1

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

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

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

JOINT FILING AGREEMENT

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

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

CARVANA CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except number of shares, which are reflected in thousands, and par values) September 30, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 871 $

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

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 ☐ TRANSITION REPORT PURSUANT

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

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

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% Adj

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

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

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

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

CARVANA CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except number of shares, which are reflected in thousands, and par values) June 30, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 542 $ 530 R

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

Amended and Restated Distribution Agreement, dated as of July 31, 2024, by and among Carvana Co. and Barclays Capital Inc., Citigroup Global Markets Inc., Moelis & Company LLC, and Virtu Americas LLC as sales agents

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

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 reco

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

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

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)

$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

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 ☐ TRANSITION REPORT PURSUANT TO S

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

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

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

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 n

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) (

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

EX-99.25

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).

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

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.)

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-

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 na

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

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

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

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 ☐ TRANSITION REPORT PURSUANT TO

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

Second Amendment to Fifth Amended and Restated Limited Liability Company Agreement of Carvana Group, LLC, dated March 4, 2024, by and among Carvana Group, LLC and its Members (as defined therein), filed herewith.

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

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

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 na

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

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 ☐ C

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

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 ☐ C

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

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.

Filing Fee Table.

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

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

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

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. (Ex

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

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

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

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 ☐ TRANSITION REPORT PURSUANT TO SECTI

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

CARVANA CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In millions, except number of shares, which are reflected in thousands, and par values) December 31, 2023 2022 ASSETS Current assets: Cash and cash equivalents $ 530 $ 434 Restricted cash 64 1

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

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

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

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.

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

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

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: ☒

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

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

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. (Exa

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

Fifth Amendment to the Second Amended and Restated Master Purchase and Sale Agreement, dated January 11, 2024, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

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

CARVANA CO. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In millions, except number of shares, which are reflected in thousands, and par values) September 30, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 544 $

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

Amended and Restated Inventory Financing and Security Agreement, dated as of November 1, 2023, by and among Ally Bank, Ally Financial Inc., and Carvana, LLC (incorporated by reference to Exhibit 10.6 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC on 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.

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. (Exa

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

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

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 ☐ TRANSITION REPORT PURSUANT

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

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

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%

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

Second Supplemental Indenture dated as of August 30, 2023, with respect to the 2027 Senior Unsecured Notes (incorporated by reference to Exhibit 4.2 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

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

Second Supplemental Indenture dated as of August 30, 2023, with respect to the 2030 Senior Unsecured Notes (incorporated by reference to Exhibit 4.5 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

2028 Secured Notes Indenture dated as of September 1, 2023 with respect to the 2028 Senior Secured Notes (incorporated by reference to Exhibit 4.6 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

Second Supplemental Indenture dated as of August 30, 2023, with respect to the 2028 Senior Unsecured Notes (incorporated by reference to Exhibit 4.3 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

First Amendment to the Inventory Financing and Security Agreement, dated as of September 1, 2023, by and among Ally Bank, Ally Financial Inc., and Carvana, LLC.

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

2031 Secured Notes Indenture dated as of September 1, 2023 with respect to the 2031 Senior Secured Notes (incorporated by reference to Exhibit 4.8 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

2030 Secured Notes Indenture dated as of September 1, 2023 with respect to the 2030 Senior Secured Notes (incorporated by reference to Exhibit 4.7 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

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. (Exac

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

Second Supplemental Indenture dated as of August 30, 2023, with respect to the 2025 Senior Unsecured Notes (incorporated by reference to Exhibit 4.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

Second Supplemental Indenture dated as of August 30, 2023, with respect to the 2029 Senior Unsecured Notes (incorporated by reference to Exhibit 4.4 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

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-

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. (Exac

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

Securities Purchase Agreement, dated as of August 18, 2023, by and between Carvana Co., Carvana Group, LLC, and the Purchasers (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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”).

CARVANA COMPLETES ALL EQUITY CAPITAL REQUIREMENTS OF PREVIOUSLY ANNOUNCED EXCHANGE OFFER TRANSACTION SUPPORT In addition to previously announced $225 million raised in at-the-market offering, Carvana has raised $126 million from the Garcia Parties

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

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

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)

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 Ach

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

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 Lit

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

First Amendment to the Transaction Support Agreement, dated August 1, 2023, by and among Carvana Co, Carvana Group, LLC, Ernest Garcia II, Ernest Garcia III, and each Initial Supporting Noteholder party thereto (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

Carvana Co. Launches Private Exchange Offers, Cash Tender Offer and Consent Solicitations Relating to Existing Notes

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

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

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)

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

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)

CARVANA FULLY SATISFIES PUBLIC ISSUANCE REQUIREMENTS OF PREVIOUSLY ANNOUNCED EXCHANGE OFFER TRANSACTION SUPPORT AGREEMENT, RAISING $225 MILLION THROUGH AT-THE-MARKET EQUITY OFFERING PROGRAM

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

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

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)

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 Qua

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

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

Amended and Restated Section 382 Rights Agreement, dated as of July 18, 2023, by and between Carvana Co. and Equiniti Trust Company, LLC, as rights agent. (incorporated by reference to Exhibit 10.5 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC 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

*As of 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

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

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)

Calculation of Filing Fee Tables (Form Type) CARVANA CO. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Regi

EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) CARVANA CO.

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 ☐ TRANSITION REPORT PURSUANT TO S

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

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

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 Ex

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

Transaction Support Agreement, dated as of July 17, 2023, by and among Carvana Co., Carvana Group, LLC, Ernest Garcia II, Ernest Garcia III, and each Initial Supporting Noteholder party thereto (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

Distribution Agreement, dated as of July 19, 2023, among Carvana Co., Carvana Group, LLC and Citigroup Global Markets Inc. and Moelis & Company, as sales agents (incorporated by reference to Exhibit 10.2 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

$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

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 n

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) (

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 Se

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.

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

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

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

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 n

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) (

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 n

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) (

Carvana Co. Announces Extension of Private Exchange Offers, Withdrawal Deadline and Early Exchange Premium

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

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.

Filing Fee Table.

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

Fourth Amendment to the Second Amended and Restated Master Purchase and Sale Agreement, dated April 17, 2023, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.4 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC on 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,

Third Amendment to the Second Amended and Restated Master Purchase and Sale Agreement, dated March 24, 2023, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.3 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC on 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

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 Alre

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

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 na

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

*As of May 3, 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

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

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 na

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

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

Third Amendment to the Carvana Co. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

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 na

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

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

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)

Carvana Co. Announces Extension of Private Exchange Offers and Increase in Exchange Consideration Relating to 2025 Existing Notes and Extension of Early Exchange Premium

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

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)

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. (Exact N

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.

Expected Unaudited Results

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

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

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

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 ☐ C

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

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. (Ex

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

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

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

Q4 2022 Sequential Changes in SG&A Expense Dollars in millions Q3 2022 SG&A, GAAP $ 656 Q4 2022 SG&A, GAAP $ 632 Q3 2022 SG&A, Non-GAAP $ 583 Sequential changes ex restructuring expenses: Compensation and benefits (20) Advertising (30) Logistics (6)

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

Amendment to Fifth Amended and Restated Limited Liability Company Agreement of Carvana Group, LLC, dated December 9, 2022, by and among Carvana Group, LLC and its Members (as defined therein), (incorporated by reference to Carvana Co.'s Annual Report on Form 10-K filed with the SEC on 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

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

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

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

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

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

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

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.

EXHIBIT 1

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

CVNA / Carvana Co / CAS Investment Partners, LLC - ACQUISITIION OF BENEFICIAL OWNERSHIP 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 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

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: ☒

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

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

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Carvana Co.

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.

Second Amendment to the Second Amended and Restated Master Purchase and Sale Agreement, dated January 20, 2023, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

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. (Exa

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

Form 8-A

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

Section 382 Rights Agreement, dated as of January 16, 2023, between Carvana Co. and American Stock Transfer & Trust Company, LLC, as rights agent.

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

CARVANA ADOPTS TAX ASSET PRESERVATION PLAN DESIGNED TO PROTECT LONG-TERM SHAREHOLDER VALUE BY PRESERVING THE AVAILABILITY OF ITS NET OPERATING LOSSES

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

First Amendment to the Second Amended and Restated Master Purchase and Sale Agreement, dated as of January 13, 2023, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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.

Certificate of Designations of Series B Preferred Stock of Carvana Co., as filed with the Secretary of State of the State of Delaware on January 17, 2023 (incorporated by reference to Exhibit 3.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on 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

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. (Exa

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

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. (Exa

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

JOINT FILING AGREEMENT

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

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

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. (Ex

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

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

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 ☐ TRANSITION REPORT PURSUANT

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

Second Amended and Restated Master Purchase and Sale Agreement, dated as of November 1, 2022, among Ally Bank, Ally Financial Inc. and Carvana Auto Receivables 2016-1 LLC (incorporated by reference to Exhibit 10.3 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC of 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

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

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

Dollars in millions, excluding ADESA Q2 2022 SG&A, GAAP $ 694 Q2 2022 SG&A ex D&A ex SBC $ 637 Sequential changes: RIF one-time expenses (10) RIF recurring savings (14) Other payroll savings (20) Advertising (14) Logistics (14) Market occupancy (1) O

Exhibit 99.1 Dear Shareholders, In the third quarter we achieved strong operational progress against a difficult industry and macroeconomic backdrop. The difficult backdrop is visible in our sequential decrease in retail units and the resulting limited progress in SG&A per retail unit sold. The strong operational progress appears through our sequential reduction of Carvana-related SG&A expense by

LETTER

United States securities and exchange commission logo October 14, 2022 Mark Jenkins Chief Financial Officer Carvana Co.

Carvana Co. 1930 W. Rio Salado Parkway Tempe, AZ 85281

Carvana Co. 1930 W. Rio Salado Parkway Tempe, AZ 85281 October 12, 2022 VIA EDGAR U.S. Securities and Exchange Commission The Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: James Giugliano and Joel Parker RE: Carvana Co. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 24, 2022 File No. 001-38073 Dear Messrs. Giugliano and Parker: Carvana C

LETTER

United States securities and exchange commission logo September 30, 2022 Mark Jenkins Chief Financial Officer Carvana Co.

Inventory Financing and Security Agreement

Exhibit 10.2 INVENTORY FINANCING AND SECURITY AGREEMENT I. THE PARTIES TO THIS AGREEMENT This Inventory Financing and Security Agreement (?Agreement?) is effective as of September 22, 2022 (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 bank (together with its successors and a

Amended and Restated Inventory Financing and Security Agreement

Exhibit 10.1 THIRD AMENDED AND RESTATED INVENTORY FINANCING AND SECURITY AGREEMENT I. THE PARTIES TO THIS AGREEMENT This Third Amended and Restated Inventory Financing and Security Agreement (?Agreement?) is effective as of September 22, 2022 (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 st

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 22, 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 Num

Carvana Co. 1930 W. Rio Salado Parkway Tempe, AZ 85281

Carvana Co. 1930 W. Rio Salado Parkway Tempe, AZ 85281 August 23, 2022 VIA EDGAR U.S. Securities and Exchange Commission The Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: James Giugliano and Joel Parker RE: Carvana Co. Form 10-K for the Fiscal Year Ended December 31, 2021 Filed February 24, 2022 File No. 001-38073 Dear Messrs. Giugliano and Parker: Carvana Co

LETTER

United States securities and exchange commission logo August 9, 2022 Ernest Garcia, III Chairman and Chief Executive Officer Carvana Co.

Carvana Announces Second Quarter 2022 Results Retail Units Sold of 117,564 an increase of 9% YoY Revenue of $3.884 Billion, an increase of 16% YoY Closed Acquisition of ADESA U.S.’s Physical Auction Business

Exhibit 99.2 Carvana Announces Second Quarter 2022 Results Retail Units Sold of 117,564 an increase of 9% YoY Revenue of $3.884 Billion, an increase of 16% YoY Closed Acquisition of ADESA U.S.’s Physical Auction Business PHOENIX – August 4, 2022 – Carvana Co. (NYSE: CVNA), the leading e-commerce platform for buying and selling used cars online, today announced financial results for the quarter end

*As of August 4, 2022

Exhibit 99.1 Dear Shareholders, The second quarter was a quarter of adjustment and progress for Carvana. As a result of changes in the economy, the market, and the industry, we shifted our priorities to focus on driving profitability through operating efficiency and reducing expenses. The people inside Carvana are responding. We have implemented new internal processes to accelerate our progress, a

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, 2022 ☐ TRANSITION REPORT PURSUANT TO S

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, 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 na

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): August 4, 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 Number)

CVNA / Carvana Co / Luxor Capital Group, LP - JULY 15, 2022 Passive Investment

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. )* Carvana Co. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 146869102 (CUSIP Number) July 5, 2022 (Date of Event w

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. 28)* 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-

Regulation FD Disclosure

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 13, 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 Number) (

Carvana acquires ADESA U.S.’s physical auction business Carvana will operate ADESA U.S. auction business under the leadership of ADESA President John Hammer

Exhibit 99.1 Carvana acquires ADESA U.S.?s physical auction business Carvana will operate ADESA U.S. auction business under the leadership of ADESA President John Hammer PHOENIX ? May 10, 2022 ? at 6:30 a.m. EST ? Carvana (NYSE: CVNA), the leading e-commerce brand for buyying and selling used cars, announces the $2.2B acquisition of ADESA?s U.S. physical auction business (?ADESA U.S.?) from KAR Gl

Supplemental Indenture, dated as of May 9, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to the 5.500% Senior Notes due 2027 (incorporated by reference to Exhibit 4.6 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 10, 2022).

Exhibit 4.6 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, (this ?Supplemental Indenture?) dated as of May 9, 2022, by and among the parties that are signatories hereto as Guarantors (the ?Guaranteeing Entities? and each a ?Guaranteeing Entity?), Carvana Co., as Issuer, and U.S. Bank Trust Company, National Association, a national banking association, as successor to U.S. Bank National

Supplemental Indenture, dated as of May 9, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to the 10.2500% Senior Notes due 2030 (incorporated by reference to Exhibit 4.3 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 10, 2022).

Exhibit 4.3 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, (this ?Supplemental Indenture?) dated as of May 9, 2022, by and among the parties that are signatories hereto as Guarantors (the ?Guaranteeing Entities? and each a ?Guaranteeing Entity?), Carvana Co., as Issuer, and U.S. Bank Trust Company, National Association, a national banking association, as Trustee under the Indenture ref

Indenture, dated as of May 6, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to the 10.2500% Senior Notes due 2030 (incorporated by reference to Exhibit 4.1 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 10, 2022)

Exhibit 4.1 CARVANA CO. AND EACH OF THE GUARANTORS PARTY HERETO AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee 10.2500% Senior Notes due 2030 INDENTURE Dated as of May 6, 2022 Table of Contents Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 38 SECTION 1.3. Rules of Construction 40 ARTICLE II THE NOTES SECTION 2.1.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, 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): (May 6, 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 Number)

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, 2022 ☐ TRANSITION REPORT PURSUANT TO

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, 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 n

Regulation FD Disclosure, Financial Statements and Exhibits

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 10, 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 Number) (

Supplemental Indenture, dated as of May 9, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to the 5.875% Senior Notes due 2028 (incorporated by reference to Exhibit 4.5 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 10, 2022).

Exhibit 4.5 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, (this ?Supplemental Indenture?) dated as of May 9, 2022, by and among the parties that are signatories hereto as Guarantors (the ?Guaranteeing Entities? and each a ?Guaranteeing Entity?), Carvana Co., as Issuer, and U.S. Bank Trust Company, National Association, a national banking association, as successor to U.S. Bank National

Supplemental Indenture, dated as of May 9, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to the 5.625% Senior Notes due 2025 (incorporated by reference to Exhibit 4.7 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 10, 2022).

Exhibit 4.7 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, (this ?Supplemental Indenture?) dated as of May 9, 2022, by and among the parties that are signatories hereto as Guarantors (the ?Guaranteeing Entities? and each a ?Guaranteeing Entity?), Carvana Co., as Issuer, and U.S. Bank Trust Company, National Association, a national banking association, as successor to U.S. Bank National

Supplemental Indenture, dated as of May 9, 2022, among Carvana Co., each of the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, related to the 4.875% Senior Notes due 2029 (incorporated by reference to Exhibit 4.4 to Carvana Co.'s Current Report on Form 8-K filed with the SEC on May 10, 2022).

Exhibit 4.4 FIRST SUPPLEMENTAL INDENTURE FIRST SUPPLEMENTAL INDENTURE, (this ?Supplemental Indenture?) dated as of May 9, 2022, by and among the parties that are signatories hereto as Guarantors (the ?Guaranteeing Entities? and each a ?Guaranteeing Entity?), Carvana Co., as Issuer, and U.S. Bank Trust Company, National Association, a national banking association, as successor to U.S. Bank National

Submission of Matters to a Vote of Security Holders

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 2, 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 Number) (I

Multiple Advance Revolving Promissory Note dated January 1, 2022, by and between Mr. Garcia and the Ernest C. Garcia III Multi-Generational Trust III.

Exhibit 7.8 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT

CVNA / Carvana Co / GARCIA ERNEST C. II - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 27)* 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) 564-4800 (Nam

Multiple Advance Revolving Promissory Note dated January 1, 2022, by and between Mr. Garcia and the Ernest Irrevocable 2004 Trust III.

Exhibit 7.7 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT

Carvana Co. Announces Upsize and Pricing of Senior Unsecured Notes Offering

Exhibit 99.1 Carvana Co. Announces Upsize and Pricing of Senior Unsecured Notes Offering PHOENIX ? (BUSINESS WIRE) ? April 28, 2022 ? Carvana Co. ? (NYSE: CVNA), the leading e-commerce platform for buying and selling used cars, today announced it has priced the private placement of $3.275 billion in aggregate principal amount of its 10.2500% Senior Unsecured Notes due 2030 (the ?Notes?). The Notes

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): April 27, 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 Number)

Underwriting Agreement, dated April 21, 2022, among Carvana Co., Carvana Group, LLC, and Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as underwriters.

Exhibit 1.1 Execution Copy CARVANA CO. 15,625,000 Shares of Class A Common Stock UNDERWRITING AGREEMENT Dated: April 21, 2022 Table of Contents Page SECTION 1. Representations and Warranties 2 SECTION 2. Sale and Delivery to Underwriters; Closing 20 SECTION 3. Covenants of the Carvana Parties 21 SECTION 4. Payment of Expenses 26 SECTION 5. Conditions of Underwriters? Obligations 27 SECTION 6. Inde

Entry into a Material Definitive Agreement, 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): April 20, 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 Number)

Information Relating to Part II.

Exhibit 99.3 Information Relating to Part II. Item 14. Other Expenses of Issuance and Distribution The expenses in connection with the offer and sale of shares of Class A common stock of Carvana Co., registered pursuant to the automatic shelf Registration Statement on Form S-3ASR (Registration No. 333-264391) filed on April 20, 2022, are set forth in the following table. All amounts are estimated

2

Exhibit 99.2 CARVANA CO. ANNOUNCES UPSIZE AND PRICING OF ITS OFFERING OF CLASS A COMMON STOCK April 22, 2022 PHOENIX, Ariz.?(BUSINESS WIRE)? Carvana Co. (?Carvana?) (NYSE: CVNA), the leading e-commerce platform for buying and selling used cars, today announced the upsize and pricing of its public offering of 15,625,000 shares of its Class A common stock at a price to the public of $80.00 per share

Carvana Co. Announces Proposed Offering of Class A Common Stock

Exhibit 99.1 News Release Carvana Co. Announces Proposed Offering of Class A Common Stock PHOENIX ? (BUSINESS WIRE) ? April 20, 2022 ? Carvana Co. (NYSE: CVNA), the leading e-commerce platform for buying and selling used cars, today announced its intention to offer, subject to market and other conditions, $1 billion of its Class A common stock in a public offering registered under the Securities A

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): April 25, 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 Number)

Carvana Co. Announces Senior Unsecured Notes Offering to Finance ADESA U.S. Auction Acquisition

Exhibit 99.1 News Release Carvana Co. Announces Senior Unsecured Notes Offering to Finance ADESA U.S. Auction Acquisition PHOENIX ? (BUSINESS WIRE) ? April 25, 2022 ? Carvana Co. (NYSE: CVNA), the leading e-commerce platform for buying and selling used cars, today announced it is planning to offer, subject to market conditions and other factors, $2.275 billion in aggregate principal amount of Seni

Calculation of Filing Fee Tables (Form Type) CARVANA CO. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Regi

EXHIBIT 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) CARVANA CO. (Exact Name of Registrant as Specified in its Charter) 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(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(2) Carry

15,625,000 Shares Class A Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(2) Registration No. 333-264391 PROSPECTUS SUPPLEMENT (To Prospectus dated April 20, 2022) 15,625,000 Shares Class A Common Stock We are offering 15,625,000 shares of our Class A common stock, par value $0.001 per share (our ?Class A common stock?). Our Class A common stock is listed on the New York Stock Exchange (the ?NYSE?) under the symbol ?CVNA.?

Calculation of Filing Fee Table.

EX-FILING FEES 5 d305869dexfilingfees.htm EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) CARVANA CO. (Exact Name of Registrant as Specified in its Charter) 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 Offeri

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of Carvana Co. (?Carvana?) and the historical combined financial position and results of operations of the U.S. physical auction business of ADESA, Inc. (the ?Acquired B

$1,000,000,000 Class A Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-264391 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement is not an offer to sell these securities and it is not so

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): April 20, 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 Number)

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 24, 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 Nu

As filed with the Securities and Exchange Commission on April 20, 2022

Table of Contents As filed with the Securities and Exchange Commission on April 20, 2022 Registration No.

*As of April 20, 2022

Exhibit 99.1 Dear Shareholders, The first quarter was a challenging quarter for Carvana. While we continued to increase market share rapidly and continued laying the operational, technical, and cultural foundations to buy and sell millions of cars, several external and internal factors impacted our financial results. Some of these impacted the used vehicle industry as a whole (e.g., Omicron, used

Carvana Announces First Quarter 2022 Results Retail Units Sold of 105,185, an increase of 14% YoY Revenue of $3.497 Billion, an increase of 56% YoY Expects to close acquisition of ADESA U.S. in May 2022

Exhibit 99.2 Carvana Announces First Quarter 2022 Results Retail Units Sold of 105,185, an increase of 14% YoY Revenue of $3.497 Billion, an increase of 56% YoY Expects to close acquisition of ADESA U.S. in May 2022 PHOENIX ? April 20, 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 Ma

INDEX TO COMBINED FINANCIAL STATEMENTS Page ADESA US AUCTION Audited Combined Financial Statements Independent Auditor’s Report F-2 Combined Statement of Income for the Year Ended December 31, 2021 F-4 Combined Balance Sheet as of December 31, 2021 F

Exhibit 99.1 INDEX TO COMBINED FINANCIAL STATEMENTS Page ADESA US AUCTION Audited Combined Financial Statements Independent Auditor?s Report F-2 Combined Statement of Income for the Year Ended December 31, 2021 F-4 Combined Balance Sheet as of December 31, 2021 F-5 Combined Statement of Changes in Net Parent Investment for the Year Ended December 31, 2021 F-6 Combined Statement of Cash Flows for t

as supplemented by the Proxy Statement Supplement filed on March 24, 2022

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)

Schedule 14A

DEF 14A 1 a2022proxystatement.htm DEF 14A 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 p