{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-008978","form_type":"8-K","ticker":"CVNA","cik":"0001690820","company_name":"CARVANA CO.","filed_at":"2023-01-17T23:59:59+00:00","discovered_at":"2026-05-14T18:03:46.160523+00:00","generated_at":"2026-06-20T14:47:08.775170+00:00","sec_items":["1.01","3.03","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Carvana adopts shareholder rights plan to preserve NOLs; triggers at 4.9% ownership","bullets":["Plan designed to prevent an IRC Section 382 'ownership change' that would limit use of net operating loss carryforwards.","Rights become exercisable if a person or group acquires 4.9% or more of CVNA Class A common stock.","Upon trigger, holders (other than triggering person) can buy Class A shares at 50% discount or exchange each right for one share.","Plan effective Jan 16, 2023, expires Jan 15, 2026, unless terminated earlier by Board.","Grandfathered holders (≥4.9% at announcement) may not acquire additional shares; exchange of LLC units triggers plan."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-008978","json":"https://secwatch.observer/filing/0001193125-23-008978.json","markdown":"https://secwatch.observer/filing/0001193125-23-008978.md","text":"https://secwatch.observer/filing/0001193125-23-008978.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1690820/000119312523008978/0001193125-23-008978-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1690820/000119312523008978/d389539d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T14:47:08.775170+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a2781fb0b0bdb8d2e0290faa7d26bb0686e77406","claim":"CARVANA CO. entered into Section 382 Rights Agreement with American Stock Transfer & Trust Company, LLC (effective 2023-01-16).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1690820/000119312523008978/0001193125-23-008978-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"American Stock Transfer & Trust Company, LLC"},{"label":"Effective","value":"2023-01-16"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}