CARVANA CO. (CVNA) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that CARVANA CO. surfaced in its latest filing.

• In June 2025, the company received a subpoena from the SEC requesting information related to allegations raised by a report published by a now-defunct short-selling firm.June 2025
• As of December 31, 2025, the company had outstanding $107 million of Senior Unsecured Notes.December 31, 2025
• As of December 31, 2025, the company had outstanding $3.9 billion of Senior Secured Notes.December 31, 2025
• As of December 31, 2025, the company had outstanding $58 million under the Floor Plan Facility and Finance Receivable Facilities.December 31, 2025
• As of December 31, 2025, the company had outstanding $157 million of finance lease agreements.December 31, 2025
• As of December 31, 2025, the company had an outstanding balance of $374 million under the secured borrowing facility.December 31, 2025
• As of December 31, 2025, the company had $485 million of other long-term debt related to sale leaseback transactions.December 31, 2025
• As of December 31, 2025, the company had an outstanding balance of $23 million under a loan and security agreement to finance transportation fleet equipment.December 31, 2025
• The closing price of Class A common stock between January 1, 2025 and January 1, 2026 ranged from $162.57 to $472.73.2025
• The Garcia Parties hold approximately 83% voting power as of December 31, 2025.December 31, 2025
• The company holds Series A convertible preferred stock and warrants to acquire Class A common stock in Root, Inc.
• The company completed the acquisition of its wholesale marketplace.
• The company completed the acquisition of five franchise dealerships.
• The company has entered into a Tax Receivable Agreement requiring cash payments equal to 85% of certain realized or deemed realized tax benefits.
• The indentures governing the Senior Secured Notes limit the company's ability to incur additional debt, create liens, pay dividends, make investments, and engage in mergers or consolidations.
• The company has a cross-license agreement with DriveTime, granting DriveTime limited licenses to some intellectual property.
• The company has an ATM Program authorizing the sale of the greater of $461 million or 21 million shares of Class A common stock.
• The amended and restated certificate of incorporation provides that the Garcia Parties and their affiliates have no duty to refrain from engaging in competing business activities.