Carvana holder Garcia proposes $683M share sale

The securities are held through an entity that pledged underlying securities for covered-call transactions.

Rhea-AI Filing Summary

CARVANA CO. (CVNA) is named in a notice proposing sale of 10,000,000 Class A common shares for Ernest C. Garcia, identified as a 10% stockholder; the stated aggregate market value is $682,900,000. The securities are held by ECG II SPE II, LLC, wholly owned by Ernest C. Garcia II, and pledged as underlying securities for covered-call transactions with Citigroup Global Markets Inc. ECG intends to write 10,000,000 covered call options. October 30, 2026 is listed as the approximate sale date.

Key Figures

Shares proposed for sale: 10,000,000 shares Aggregate market value: $682,900,000 Issuer shares outstanding: 722,713,745 shares +1 more

4 metrics

Shares proposed for sale 10,000,000 shares Class A Common Stock

Aggregate market value $682,900,000 Proposed sale

Issuer shares outstanding 722,713,745 shares CARVANA CO. shares outstanding

Covered call options intended 10,000,000 options ECG II SPE II, LLC's stated intention

Key Terms

covered call transactions, Class A Common Units, Conversion - Exchange of Units, Rule 144

4 terms

covered call transactions financial

"covered call transactions relating to Class A Common Stock"

Class A Common Units technical

"Class A Common Units of Carvana Group, LLC"

Conversion - Exchange of Units financial

"Conversion - Exchange of Units"

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CVNA shares are proposed for sale, and what is their stated value?

The notice proposes sale of 10,000,000 Class A common shares with an aggregate market value of $682,900,000. October 30, 2026 is listed as the approximate sale date.

How are the CVNA securities connected to covered calls?

ECG II SPE II, LLC holds the identified underlying securities as Class B Common Stock of CARVANA CO. and Class A Common Units of Carvana Group, LLC. The entity pledged those securities for covered-call transactions with Citigroup Global Markets Inc. and intends to write 10,000,000 covered call options.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/30/2026 - 08:02 PM EDT Accepted by SEC EDGAR 10/30/2026 - 08:01 PM EDT Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001017608
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	CARVANA CO.
SEC File Number	001-38073
Address of Issuer	300 E. RIO SALADO PARKWAY TEMPE ARIZONA 85281
Phone	(480) 719-8809
Name of Person for Whose Account the Securities are To Be Sold	GARCIA ERNEST C. II
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	10% Stockholder

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	Citigroup Global Markets Inc. 388 Greenwich Street New York NY 10013	10000000	682900000.00	722713745	10/30/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	04/27/2017	Conversion - Exchange of Units	Issuer			10000000	04/27/2017	NA

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks	The shares to be sold are held by ECG II SPE II, LLC, hereinafter ECG, an entity wholly owned by Ernest C. Garcia II, as Class B Common Stock of issuer and Class A Common Units of Carvana Group, LLC, hereinafter, Underlying Securities. Following procedures described in the interpretive letter from the SEC staff to Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, dated December 1, 2011, ECG has entered into covered call transactions relating to Class A Common Stock of issuer with the broker or its affiliate listed in Part 3(b) above, intending to write 10,000,000 covered call options over Class A Common Stock of the issuer, ECG has pledged the Underlying Securities for the transactions.
Date of Notice	10/30/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Ernest C. Garcia II
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)