Item 1.01. Entry into a Material Definitive Agreement.

The board of directors (the "Board of Directors") of Carvana Co. (the "Company") has taken actions to facilitate the Company's ability to preserve its net operating losses ("NOLs") and certain other tax attributes. In connection therewith, on January 16, 2023, the Board of Directors declared a dividend of one preferred share purchase right (a "Right") for each share of Class A Common Stock, par value $0.001 per share, of the Company (the "Common Shares") outstanding on January 27, 2023 (the "Record Date") to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Section 382 Rights Agreement (the "Tax Asset Preservation Plan"), dated as of January 16, 2023, between the Company and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Shares") at a price of $50.00 per one one-thousandth of a Preferred Share represented by a Right (the "Purchase Price"), subject to adjustment.

The purpose of the Tax Asset Preservation Plan is to facilitate the Company's ability to preserve its NOLs and its other Tax Attributes (as such term is defined in the Tax Asset Preservation Plan) in order to be able to offset potential future income taxes for federal income tax purposes. The Company's ability to use its NOLs and other Tax Attributes would be substantially limited if it experiences an "ownership change," as such term is defined in Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). A company generally experiences an ownership change if the percentage of the value of its stock owned by certain "5-percent shareholders," as such term is defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. The Tax Asset Preservation Plan is intended to, among other things, reduce the likelihood of an ownership change under Section 382 of the Code by deterring any Person (as such term is defined in the Tax Asset Preservation Plan) or group of affiliated or associated Persons from acquiring Beneficial Ownership (as defined below) of 4.9% or more of the outstanding Common Shares.

The Rights are in all respects subject to and governed by the provisions of the Tax Asset Preservation Plan. The following description of the Tax Asset Preservation Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Tax Asset Preservation Plan, which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Distribution Date; Exercisability; Expiration

Initially, the Rights will be attached to all Common Share certificates (or other evidence of book-entry or other uncertificated ownership) and no separate certificates evidencing the Rights ("Right Certificates") will be issued. Until the Distribution Date (as defined below), the Rights will be transferred with and only with the Common Shares. As long as the Rights are attached to the Common Shares, the Company will issue one Right with each new Common Share (including any Common Shares issued upon the exchange of LLC Units (as defined in the Tax Asset Preservation Plan) for Common Shares) so that all such Common Shares will have Rights attached (subject to certain limited exceptions).

The Rights will separate and begin trading separately from the Common Shares, and Right Certificates will be caused to evidence the Rights, on the earlier to occur of (i) the Close of Business (as such term is defined in the Tax Asset Preservation Plan) on the tenth day following a public announcement, or the public disclosure of facts indicating, that a Person or group of affiliated or associated Persons has acquired Beneficial Ownership of 4.9% or more of the outstanding Common Shares (an "Acquiring Person") (or, in the event that the Board of Directors determines to effect an exchange in accordance with Section 24 of the Tax Asset Preservation Plan and the Board of Directors determines that a later date is advisable, then such later date) and (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of a tender offer or exchange offer the consummation of which would result in the Beneficial Ownership by a Person or group of 4.9% or more of the outstanding Common Shares (the earlier of such dates, the "Distribution Date"). As soon as practicable after the Distribution Date, unless the Rights are recorded in book-entry or other uncertificated form, the Company will prepare and cause the Right Certificates to be sent to each record holder of Common Shares as of the Distribution Date.

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An "Acquiring Person" will not include (i) the Company, (ii) any Subsidiary (as such term is defined in the Tax Asset Preservation Plan) of the Company, (iii) any employee benefit plan of the Company or of any Subsidiary of the Company, (iv) any entity holding Common Shares for or pursuant to the terms of any such employee benefit plan or (v) any Person who or which, together with all Affiliates and Associates (as such terms are defined in the Tax Asset Preservation Plan) of such Person, at the time of the first public announcement of the Tax Asset Preservation Plan, is a Beneficial Owner of 4.9% or more of the Common Shares then outstanding (a "Grandfathered Stockholder"). However, if a Grandfathered Stockholder becomes, after such time, the Beneficial Owner of any . . .

Item 3.03. Material Modifications to Rights of Security Holders.

The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

In connection with the adoption of the Tax Asset Preservation Plan, the Board of Directors approved a Certificate of Designations of Series B Preferred Stock (the "Certificate of Designations"), which the Company filed with the Secretary of State of the State of Delaware. A copy of the Certificate of Designations is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01. Other Events.

On January 17, 2023, the Company issued a press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits:



Exhibit
  No.                                    Description

 3.1          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.

 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.

99.1          Press Release issued by Carvana Co., dated January 17, 2023.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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