cvna-20230113

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 Number)

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

300 E. Rio Salado Parkway

Tempe

Arizona

85281

(Address of principal executive offices, including zip code)

(602) 852-6604

(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.

On January 13, 2023, a subsidiary of Carvana Co., Ally Bank, and Ally Financial Inc. (together, the "Ally Parties") amended the Second Amended and Restated Master Purchase and Sale Agreement (the “MPSA”) to, among other things, extend the Scheduled Commitment Termination Date to January 12, 2024 and establish a commitment by the Ally Parties to purchase up to $4.0 billion of automotive finance receivables.

The foregoing description of the amendment to the MPSA is qualified in its entirety by reference to the complete text of the amendment, a copy of which is filed as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description

10.1			F irst 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.

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:

January 17, 2023

CARVANA CO.

By:

/s/ Paul Breaux

Name:

Paul Breaux

Title:

Vice President, General Counsel, and Secretary

Carvana Co. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits