Carvana Co-A美股招股说明书(2025-02-19版)

We have entered into a Second Amended and Restated Distribution Agreement, amending that certain distribution agreement, dated as ofJuly19, 2023, as subsequently amended by that certain amended and restated distribution agreement, dated as of July31, 2024 (as it may beamended, restated or otherwise modified, the “Distribution Agreement”) with Barclays Capital Inc. (“Barclays”), Citigroup Global MarketsInc. (“Citigroup”) and Virtu Americas LLC (“Virtu” and, together with Barclays and Citigroup, the “Sales Agents”), relating to shares of ourClassA common stock, par value $0.001 per share (our “ClassA common stock”), offered by this prospectus supplement, any additionalprospectus supplement and the accompanying prospectus pursuant to a continuous offering program. In accordance with the terms of theDistribution Agreement, we may offer and sell from time to time up to the greater of (i)shares of our ClassA common stock representing anaggregate offering price of $1,000,000,000 and (ii)an aggregate number of 21,016,898 shares of our ClassA common stock through the SalesAgents, acting as our sales agents, or directly to the Sales Agents, acting as principals. Pursuant to this prospectus supplement, we are offeringshares of our ClassA common stock representing an aggregate offering price of up to $1,000,000,000. Sales of our ClassA common stock, if any, pursuant to this prospectus supplement, any additional prospectus supplement and theaccompanying prospectus will be made in sales deemed to be “at the market offerings” as defined in Rule415(a)(4) promulgated under theSecurities Act of 1933, as amended (the “Securities Act”), including sales made in ordinary brokers’ transactions, transactions directly on TheNew York Stock Exchange (“NYSE”) or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market pricesor at negotiated prices (including block transactions). The Sales Agents are not required to sell any specific number or dollar amount of ourClassA common stock, but the Sales Agents will use their commercially reasonable efforts consistent with their normal trading and salespractices and applicable law and regulation to sell shares designated by us in accordance with the Distribution Agreement. We will pay theSales Agents a commission not to exceed 2.0% of the actual sales price of such shares of ClassA common stock sold under the DistributionAgreement. In connection with the sale of shares of ClassA common stock on our behalf, the Sales Agents may be deemed to be“underwriters” within the meaning of the Securities Act and the compensation of the Sales Agents may be deemed to be underwritingcommissions or discounts. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. See “Plan ofDistribution” for further information. Under the terms of the Distribution Agreement, we may also sell shares of our ClassA common stock to the Sales Agents, actingseverally and as principals for their own accounts, at a price per share to be agreed upon at the time of sale. If we sell shares to any of theSales Agents as principals, we will enter into a separate terms agreement with such Sales Agents. Our ClassA common stock is listed on the NYSE under the symbol “CVNA.” The last reported sale price of our ClassA common stockon the NYSE on February18, 2025, was $284.53 per share. We have two classes of common stock: ClassA common stock and ClassB common stock, par value $0.001 per share (“ClassB commonstock”). Holders of the ClassA common stock are entitled to one vote per share. Ernest Garcia, II, Ernest Garcia, III, and entities controlled byone or both of them (collectively, the “Garcia Parties”) are entitled to ten votes per share of ClassB common stock they beneficially own, forso long as the Garcia Parties maintain, in the aggregate, direct or indirect beneficial ownership of at least 25% of the outstanding shares ofClassA common stock (determined on an as-exchanged basis assuming that all of the ClassA commonunits (the “ClassA Units”) of CarvanaGroup, LLC (“Carvana Group”) were exchanged for ClassA common stock). All other holders of ClassB common stock are each entitled toone vote per share. All holders of ClassA and ClassB common stock vote together as a single class except as otherwise required by applicablelaw. Holders of the ClassB common stock do not have any right to receive dividends or distributions upon the liquidation or winding-up of us. We will contribute net proceeds we receive from this offering to our wholly owned subsidiary, Carvana Co. Sub LLC (“Carvana Sub”),that will in turn use such net proceeds to purchase newly issued ClassA Units in Carvana Group. The purchase price for the ClassA Units willbe equal to 0.8 times the public offering price of the shares of ClassA common stock less the commissions and offering expenses payable byus referred to below. Carvana Group will use the net proceeds it receives in connection with this of