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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 14, 2026
CARVANA CO.
(Exact name of registrant as specified in its charter)
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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.
On August 14, 2026, Carvana Co. (the “Company”), as borrower, entered into that certain Credit Agreement (the “Credit Agreement”), with the lenders party thereto from time to time and Barclays Bank PLC, as the administrative agent.
The Credit Agreement provides for a $1.66 billion senior secured term loan B facility maturing on August 14, 2033 (the “Term Loan B Facility”).
The net proceeds from the Term Loan B Facility are expected to be used (i) to redeem or otherwise repay or refinance, in whole, the Company’s outstanding 9.0% / 11.0% / 13.0% Cash / PIK Senior Secured Notes due 2030 issued under that certain indenture, dated as of September 1, 2023, by and among the Company and U.S. Bank Trust Company, National Association (the “2030 Secured Notes”), (ii) to pay related fees and expenses in connection with the transactions contemplated by the Credit Agreement and related transactions, and (iii) to the extent not applied for the foregoing purposes, for general corporate purposes or working capital requirements of the Company and its subsidiaries. The date fixed for the redemption of $1.0 billion in aggregate principal amount of the 2030 Secured Notes is August 15, 2026 (the “First Redemption Date”), and the date fixed for the redemption of the remaining outstanding aggregate principal amount of the 2030 Secured Notes is August 22, 2026 (the “Second Redemption Date” and, together with the First Redemption Date, each a “Redemption Date”).
The issue price of the Term Loan B Facility is equal to 99.75% of the aggregate principal amount thereof. Loans under the Term Loan B Facility will bear interest, at the Company’s option, at a rate per annum equal to either Term SOFR for the applicable interest period, plus an applicable margin of 2.25%, or a base rate, plus an applicable margin of 1.25%, in each case as set forth in the Credit Agreement.
The Term Loan B Facility amortizes in equal quarterly installments equal to 0.25% of the original aggregate principal amount of the loans thereunder, beginning with the second full fiscal quarter ending after the closing date, with the remaining principal balance due at maturity, in each case, subject to reductions and other adjustments provided in the Credit Agreement. The Credit Agreement provides that the Company may make one or more offers to the lenders, and consummate transactions with individual lenders that accept the terms contained in such offers, to extend the maturity date of the lender’s term loans, subject to certain conditions, and any extended term loans will constitute a separate class of term loans.
The Company may prepay loans under the Term Loan B Facility at any time, in whole or in part, without premium or penalty, subject to a 1.00% premium for certain repricing transactions occurring on or before the six-month anniversary of the closing date, which such repricing transactions include certain exceptions in which no such premium shall apply. The Credit Agreement also requires mandatory prepayments from (a) certain indebtedness proceeds (to the extent such indebtedness is not permitted to be incurred under the Credit Agreement), (b) certain collateral disposition and recovery event proceeds, subject to certain thresholds and reinvestment rights, and (c) beginning with the fiscal year ending December 31, 2028, 50% of excess cash flow (which such percentage will be reduced upon the Company’s achievement of certain first lien net leverage ratios), subject to thresholds, dollar reductions and other exceptions.
The Credit Agreement includes incremental facility provisions pursuant to which the Company may request additional term loan commitments or revolving commitments, or increases to existing term loans or revolving commitments, subject to the terms and conditions set forth in the Credit Agreement.
The Credit Agreement contains covenants that, among other things, (a) restrict, subject to certain exceptions, the Company’s ability and the ability of its subsidiaries to: (i) incur additional indebtedness (which includes an exception for additional pari passu incremental debt to be incurred under the Credit Agreement and other senior, pari passu junior and unsecured debt under separate documentation); (ii) create liens on assets; (iii) engage in mergers, consolidations, dissolutions or liquidations; (iv) dispose of assets; (v) change its line of business; and (vi) make restricted payments (including dividends and distributions), restricted debt payments and investments, and (b) require, subject to certain exceptions, the Company and its subsidiaries to (i) deliver certain financial statements and notices of certain material events; (ii) maintain legal existence; (iii) comply with laws; (iv) pay taxes; (v) maintain adequate insurance; (vi) not engage in certain transactions with affiliates; and (vii) provide credit support. The Credit Agreement does not include a financial covenant.
Events of default in the Credit Agreement include, among others: (a) the failure to pay principal, interest or other amounts when due, subject to applicable grace periods; (b) the failure to perform certain covenants, subject to applicable notice and cure periods; (c) certain defaults under other indebtedness; (d) the occurrence of bankruptcy or insolvency events; (e) certain judgments against the Company or any of its significant subsidiaries above the applicable threshold; (f) certain representations or warranties being incorrect in a material respect, subject to applicable notice and cure periods; (g) the occurrence of a Change of Control (as defined in the Credit Agreement); and (h) certain invalidity or impairment events relating to the security documents, liens or guarantees. Upon the occurrence and continuation of an event of default, subject to the terms of the Credit Agreement and applicable intercreditor arrangements, the administrative agent may, with the consent of the required lenders,
and upon the request of the required lenders, accelerate all loans and exercise any of their rights under the Credit Agreement and the ancillary loan documents.
Certain of the agents, arrangers and lenders under the Credit Agreement (and their respective subsidiaries or affiliates) have in the past provided, are currently providing or may in the future provide, investment banking, cash management, underwriting, lending, commercial banking, trust, leasing services, foreign exchange and other advisory services to, or engage in transactions with, the Company and its subsidiaries or affiliates. These parties have received, and may in the future receive, customary compensation from the Company and its subsidiaries or affiliates, for such services and transactions.
The obligations under the Credit Agreement and the related loan documents are guaranteed by certain of the Company’s wholly owned material domestic subsidiaries and certain other subsidiaries that are or become guarantors thereunder, subject to certain exclusions and release provisions set forth in the Credit Agreement and the related loan documents. The obligations under the Credit Agreement and the related loan documents are secured, subject to permitted liens, excluded assets, release provisions and applicable intercreditor arrangements, by liens on the collateral, which generally consists of property of the Company and the subsidiary guarantors, whether now owned or later acquired, upon which a lien is purported to be created by the security documents.
The foregoing description of the Credit Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | Description |
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10.1 | Credit Agreement, dated as of August 14, 2026, by and among Carvana Co., as the borrower, the lenders party thereto from time to time and Barclays Bank PLC, as administrative agent. |
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| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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Date: | August 14, 2026 | | | CARVANA CO. | |
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| | | | | By: | /s/ Paul Breaux | |
| | | | | Name: | Paul Breaux | |
| | | | | Title: | Vice President, General Counsel, and Secretary | |
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