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Carvana owner's entity sells 10M covered call options

ECG II SPE II, LLC pledged 10,000,000 Class B shares and 12,500,000 Carvana Group, LLC Class A units to secure its obligations.

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Form Type
4

Rhea-AI Filing Summary

ECG II SPE II, LLC, wholly owned and controlled by Carvana Co. ten-percent owner Ernest C. Garcia II, sold 10,000,000 European-style covered call options on October 30, 2026, each referencing one Class A common share. The options give the purchaser the right to buy, and the entity the obligation to sell, underlying shares at a $90.00 exercise price. The entity will receive a cash premium of $8.25 per option; the options expire November 19, 2027. The transaction row lists a post-transaction amount of 10,000,000 shares. To secure its obligations, the entity pledged 10,000,000 Class B shares and 12,500,000 Carvana Group, LLC Class A units, while retaining voting and investment/dispositive power subject to the pledge. No Rule 10b5-1 plan is reported.

Insider GARCIA ERNEST C. II
Role 10% Owner
Sold 10,000,000 shs ($82.50M)
Type Security Shares Price Value
Sale Covered Call Option (Obligation to Sell) F1, F2, F3 10,000,000 $8.25 $82.50M
Holdings After Transaction: Covered Call Option (Obligation to Sell) — 10,000,000 contracts (Indirect, ECG II SPE II, LLC)
Footnotes (3)
  1. F1. The Covered Call Option represents the option holder's right to purchase, and the option seller's obligation to sell, the underlying shares at the specified strike price. The Covered Call Options are held directly by ECG II SPE II, LLC ("E-SPE II"), an entity wholly owned and controlled by Mr. Garcia
  2. F2. On October 30, 2026, E-SPE II entered into a European-style covered call option transaction with an unaffiliated third-party purchaser. Under the terms of this transaction, E-SPE II sold 10,000,000 covered call options with an exercise price of $90.00, each referencing one share of the Issuer's Class A common stock, with an expiration date of November 19, 2027. In exchange for selling these options, E-SPE II will receive a cash premium of $8.25 per option.
  3. F3. E-SPE II pledged 10,000,000 shares of the Issuer's Class B common stock and 12,500,000 units of Carvana Group, LLC Class A units (collectively, the "Pledged Shares") to secure its obligations under the transaction. During the term of the pledge, E-SPE II retains the right to vote the Pledged Shares and retains investment/dispositive power over the Pledged Shares, subject to the terms of the pledge arrangements.
Covered call options sold 10,000,000 options Sold October 30, 2026; each references one Class A common share
Cash premium $8.25 per option Premium the entity will receive for the covered call options
Exercise price $90.00 per option Covered call options expire November 19, 2027
Post-transaction amount 10,000,000 shares Amount listed following the transaction
Pledged Class B shares 10,000,000 shares Pledged to secure obligations under the transaction
Pledged Carvana Group, LLC Class A units 12,500,000 units Pledged to secure obligations under the transaction
Expiration date November 19, 2027 Covered call options
European-style covered call option financial
"entered into a European-style covered call option transaction"
exercise price financial
"with an exercise price of $90.00"
The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.
Pledged Shares financial
"collectively, the "Pledged Shares""
investment/dispositive power financial
"retains investment/dispositive power over the Pledged Shares"

FAQ

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

How many CVNA covered call options did ECG II SPE II, LLC sell?

ECG II SPE II, LLC sold 10,000,000 European-style covered call options on October 30, 2026. Each referenced one Class A common share, had a $90.00 exercise price, and expires November 19, 2027. The entity will receive a cash premium of $8.25 per option.

What collateral secured the CVNA covered call transaction?

ECG II SPE II, LLC pledged 10,000,000 Class B shares and 12,500,000 Carvana Group, LLC Class A units to secure its obligations. During the pledge, the entity retains voting and investment/dispositive power over the pledged assets, subject to the pledge arrangements.

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

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SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
GARCIA ERNEST C. II

(Last)(First)(Middle)
1720 W. RIO SALADO PARKWAY, SUITE A

(Street)
TEMPE ARIZONA 85281

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Covered Call Option (Obligation to Sell)(1)$9010/30/2026S10,000,00011/19/2027(2)(3)11/19/2027(2)(3)Class A Common Stock10,000,000$8.2510,000,000IECG II SPE II, LLC(1)
Explanation of Responses:
1. The Covered Call Option represents the option holder's right to purchase, and the option seller's obligation to sell, the underlying shares at the specified strike price. The Covered Call Options are held directly by ECG II SPE II, LLC ("E-SPE II"), an entity wholly owned and controlled by Mr. Garcia
2. On October 30, 2026, E-SPE II entered into a European-style covered call option transaction with an unaffiliated third-party purchaser. Under the terms of this transaction, E-SPE II sold 10,000,000 covered call options with an exercise price of $90.00, each referencing one share of the Issuer's Class A common stock, with an expiration date of November 19, 2027. In exchange for selling these options, E-SPE II will receive a cash premium of $8.25 per option.
3. E-SPE II pledged 10,000,000 shares of the Issuer's Class B common stock and 12,500,000 units of Carvana Group, LLC Class A units (collectively, the "Pledged Shares") to secure its obligations under the transaction. During the term of the pledge, E-SPE II retains the right to vote the Pledged Shares and retains investment/dispositive power over the Pledged Shares, subject to the terms of the pledge arrangements.
/s/ Ernest C. Garcia II11/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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