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)	(I.R.S. Employer Identification No.)

300 E. Rio Salado Parkway

Tempe, Arizona 85281

(Address of principal executive offices, including zip code)

(602) 922-9866

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, Par Value $0.001 Per Share	CVNA	New York Stock Exchange

Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Floor Plan Facility

On April 29, 2025, Carvana, LLC (the "Company"), a subsidiary of Carvana Co., Ally Bank and Ally Financial Inc. (together, the "Ally Parties") entered into the Second Amended and Restated Inventory Financing and Security Agreement (the "Floor Plan Facility") to, among other things, renew the line of credit until April 30, 2027 at $1.5 billion.

The foregoing description of the Floor Plan Facility is qualified in its entirety by reference to the complete text of the Second Amended and Restated Inventory Financing and Security Agreement, a copy of which is filed as Exhibit 10.1.

Amendment to Second Amended and Restated Master Purchase and Sale Agreement

On April 29, 2025, a subsidiary of Carvana Co. and the Ally Parties amended the Second Amended and Restated Master Purchase and Sale Agreement to reestablish a commitment by the Ally Parties to purchase up to $4.0 billion of automotive finance receivables between April 30, 2025 and April 29, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description

10.1 *			Second Amended and Restated Inventory Financing and Security Agreement

10.2			Seventh Amendment to the Second Amended and Restated Master Purchase and Sale Agreement

101			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

104			The cover page from the Current Report on Form 8-K, formatted as Inline XBRL.

*Certain portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. The registrant agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:

April 29, 2025

CARVANA CO.

By:

/s/ Paul Breaux

Name:

Paul Breaux

Title:

Vice President, General Counsel, and Secretary

CARVANA CO. 8-K