to the
Underwriting Agreement, the Companys controlling shareholder,
Ernest C. Garcia, II, the Companys Chief Executive Officer, Ernie
Garcia, III and entities controlled by one or both of them
(collectively, the Garcia Parties) agreed to purchase an
aggregate of 1,333,333 shares of the Companys ClassA common stock
in the IPO at the IPO price. The Underwriters did not receive any
underwriting discounts or commissions from the sale of shares to
the Garcia Parties. The shares purchased by the Garcia Parties in
the IPO are subject to 180-day lock-up restrictions described in
the Registration Statement.

This description
of the Underwriting Agreement is qualified in its entirety by
reference to the full text of the Underwriting Agreement attached
hereto as Exhibit 1.1, which is hereby incorporated by reference
into this Item 1.01.

In connection with
the pricing of the IPO, the Company entered into the following
agreements previously filed as exhibits to the Registration
Statement:

The terms of these
agreements are substantially the same as the terms set forth in
the forms of such agreements filed as exhibits to the
Registration Statement and as described therein.

Item1.02.
Termination of a Material Definitive Agreement.

On May3, 2017 in
connection with the closing of the Companys IPO the Company
repaid all of its outstanding borrowings and terminated its
obligations under the Master Loan Agreement, dated as of
February27, 2017 among Carvana Group, LLC, as borrower, Verde
Investments, Inc. and the other lenders party thereto.

Item3.02.
Unregistered Sales of Equity Securities.

In connection with
the consummation off the IPO, the Company issued to the existing
holders of Carvana Groups ClassA common units 117,236,210 shares
of ClassB common stock of the Company, par value $0.001 per share
(the ClassB Common Stock). The description in Item 5.03 below of
the Amended and Restated Certificate of Incorporation is
incorporated herein by reference. The issuance of the ClassB
Common Stock described in this paragraph were made in reliance on
Section 4(a)(2) of the Securities Act of 1933, as amended, and
Rule 506 promulgated thereunder.

Item3.03.
Material Modifications to Rights of Security
Holders.

The description in
Item 5.03 below of the Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws is incorporated
herein by reference.

Item5.02.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On May3, 2017,
Michael Maroone, Greg Sullivan, Ira Platt, and Dan Quayle were
appointed to the Companys board of directors. Information
regarding the committees upon which these directors are expected
to serve, related party transactions involving any of these
directors and the compensation plans in which such directors
participate were previously reported (as defined by Rule 12b-2
under the Exchange Act of 1934) in the Registration
Statement.

On or about May3,
2017, the Company entered into amended indemnification agreements
with its directors and executive officers in connection with the
closing of the IPO. These agreements will require the Company to
indemnify these individuals to the fullest extent permitted under
Delaware law against liabilities that may arise by reason of
their service to the Company, and to advance expenses incurred as
a result of any proceeding against them as to which they could be
indemnified.

These
indemnification rights are not exclusive of any other right which
an indemnified person may have or hereafter acquire under any
statute, provision of the Amended and Restated Certificate of
Incorporation, the Amended and Restated Bylaws, agreement, vote
of stockholders or disinterested directors or otherwise.

The foregoing is
only a summary of the material terms of the amended
indemnification agreements, and is qualified in its entirety by
reference to the form of indemnification agreement, which was
filed as Exhibit 10.5 to this Current Report and is incorporated
herein by reference.

On April27, 2017
the Company adopted the Carvana Co. 2017 Omnibus Incentive Plan
(the Plan). The Plan is filed herewith as exhibit 10.6 and is
incorporated by reference herein. The description and form of the
Plan is substantially the same as the description and the form
set forth in and filed as an exhibit to the Registration
Statement.

Item5.03.
Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On April27, 2017,
the Companys Amended and Restated Certificate of Incorporation,
in the form previously filed as Exhibit 3.1 to the Registration
Statement, and the Companys Amended and Restated Bylaws, in the
form previously filed as Exhibit 3.2 to the Registration
Statement, became effective. The Amended and Restated Certificate
of Incorporation and the Amended and Restated Bylaw are filed
herewith as Exhibits 3.1 and 3.2 respectively, and are
incorporated herein by reference. The descriptions and forms of
the Amended and Restated Certificate of Incorporation and Amended
and Restate Bylaws are substantially the same as the descriptions
and forms set forth in and filed as exhibits to the Registration
Statement.

Item9.01.
Financial Statements and Exhibits.

(d)
Exhibits.

About CARVANA CO. (NYSE:CVNA)

Carvana Co. is an e-commerce platform for buying used cars. On the Company’s platform, consumers can research and identify a vehicle, inspect it using its proprietary 360-degree vehicle imaging technology, obtain financing and warranty coverage, purchase the vehicle and schedule delivery or pick-up, all from their desktop or mobile devices. The Company’s transaction technologies and online platform transform a traditionally time consuming process by allowing customers to secure financing, complete a purchase and schedule delivery online.

CARVANA CO. (NYSE:CVNA) Recent Trading Information

CARVANA CO. (NYSE:CVNA) closed its last trading session down -1.38 at 8.72 with 991,549 shares trading hands.