UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
As previously announced by Carvana Co. (the “Company”) in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, on February 19, 2025, the Company entered into a Second Amended and Restated Distribution Agreement with Barclays Capital Inc., Citigroup Global Markets Inc. and Virtu Americas LLC to further refresh its “at-the-market offering” program (the “ATM Program”). The offering of shares of the Company’s Class A Common Stock pursuant to the ATM Program (the “ATM Shares”) will be made from time to time pursuant to a shelf registration statement on Form S-3ASR (File No. 333-285061), including the prospectus dated February 19, 2025 contained therein, and the prospectus supplement filed on February 19, 2025.
A copy of the opinion of Kirkland & Ellis LLP, relating to the validity of the issuance and sale of the ATM Shares, is filed with this Current Report on Form 8-K as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 5.1 | Opinion of Kirkland & Ellis LLP |
| 23.1 | Consent of Kirkland & Ellis LLP (contained in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 19, 2025 | CARVANA CO. | |
| By: | /s/ Paul Breaux | |
| Name: | Paul Breaux | |
| Title: | Vice President, General Counsel, and Secretary | |