Carvana (NYSE: CVNA) insider entity sells 4M covered call options

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

CARVANA CO. insider entity ECG II SPE, LLC, which is wholly owned and controlled by Ernest C. Garcia II, sold 4,000,000 European-style covered call options on the company’s Class A common stock on May 1, 2026. The sale comprised 2,000,000 options with a strike price of $450.00 and 2,000,000 options with a strike price of $500.00, with E-SPE receiving a cash premium of $68.0575 per option.

To secure its obligations, E-SPE pledged 4,000,000 shares of Carvana Class B common stock and 5,000,000 Carvana Group, LLC Class A units, while retaining voting and investment power over these pledged shares subject to the pledge terms. The filing also notes that an earlier 4,000,000-option covered call position entered on May 9, 2025, with a strike price of $400.00 and a premium of $24.75 per option, expired on April 17, 2026 without being exercised. This Form 4 is being filed voluntarily in advance of the Form 5 reporting for the year ended December 31, 2026.

Insider Trade Summary

Net Seller: 4,000,000 shares ($272,230,000)

Net Sell 3 txns

Insider GARCIA ERNEST C. II

Role null

Sold 4,000,000 shs ($272.23M)

Type	Security	Shares	Price	Value
Sale	Covered Call Option (Obligation to Sell)	2,000,000	$68.0575	$136.12M
Sale	Covered Call Option (Obligation to Sell)	2,000,000	$68.0575	$136.12M
E	Covered Call Option (Obligation to Sell)	4,000,000	$0.00	--

Holdings After Transaction: Covered Call Option (Obligation to Sell) — 2,000,000 shares (Indirect, ECG II SPE, LLC)

Footnotes (1)

The covered call options represented 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 were held directly by ECG II SPE, LLC ("E-SPE"), an entity wholly owned and controlled by Mr. Garcia. This Form 4 is being filed on a voluntary basis to report, in advance, the expiration of the covered call options that would otherwise be reportable on Form 5 for the year ended December 31, 2026. On May 9, 2025, E-SPE entered into a European-style covered call option transaction with an unaffiliated third-party purchaser. Under the terms of the transaction, E-SPE sold 4,000,000 covered call options, each referencing one share of the Issuer's Class A common stock, exercisable only on the expiration date, with an expiration date of April 17, 2026. In exchange for selling these options, E-SPE received a cash premium of $24.75 per option, which was paid in May 2025. The options were out of the money on the expiration date and expired without being exercised. On May 1, 2026, E-SPE entered into a European-style covered call option transaction with an unaffiliated third-party purchaser. Under the terms of this transaction, E-SPE sold 4,000,000 covered call options, comprised of 2,000,000 covered call options with an exercise price of $450.00 and 2,000,000 covered call options with an exercise price of $500.00, each referencing one share of the Issuer's Class A common stock, with an expiration date of May 21, 2027. In exchange for selling these options, E-SPE received a cash premium of $68.0575 per option. E-SPE pledged 4,000,000 shares of the Issuer's Class B common stock and 5,000,000 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 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.

Key Figures

Covered call options sold: 4,000,000 options Strike prices: $450.00 and $500.00 Option premium: $68.0575 per option +5 more

8 metrics

Covered call options sold 4,000,000 options European-style options sold on May 1, 2026

Strike prices $450.00 and $500.00 Exercise prices for two tranches of 2,000,000 options each

Option premium $68.0575 per option Cash premium received by ECG II SPE, LLC for May 1, 2026 transaction

Pledged Class B shares 4,000,000 shares Carvana Class B common stock pledged to secure option obligations

Pledged LLC units 5,000,000 units Carvana Group, LLC Class A units pledged as additional collateral

Earlier option premium $24.75 per option Premium for 4,000,000 covered calls entered May 9, 2025

Earlier option quantity 4,000,000 options Covered calls that expired unexercised on April 17, 2026

Expiration date of new options May 21, 2027 Expiration for covered calls sold on May 1, 2026

Key Terms

covered call options, European-style, Class A common stock, Class B common stock, +1 more

5 terms

covered call options financial

"The covered call options represented the option holder's right to purchase, and the option seller's obligation to sell, the underlying shares"

Covered call options are a strategy where an investor sells call options on shares they already own, receiving a payment (premium) now and agreeing to sell those shares at a set price if the buyer exercises the option. It matters because it can create steady income and provide a small cushion against losses, but it limits how much profit you can make if the stock rises sharply—like earning rent by leasing out a house while giving up the chance to sell it at a higher price later.

European-style financial

"entered into a European-style covered call option transaction with an unaffiliated third-party purchaser"

Class A common stock financial

"each referencing one share of the Issuer's Class A common stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Class B common stock financial

"pledged 4,000,000 shares of the Issuer's Class B common stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

Pledged Shares financial

"5,000,000 units of Carvana Group, LLC Class A units (collectively, the "Pledged Shares")"

Form 4 Insider Transactions: What Each Field Means →

05/01/2026 - 06:20 PM

SEC Form 4

FORM 4

UNITED 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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Covered Call Option (Obligation to Sell)⁽¹⁾	$400	04/17/2026⁽²⁾		E	V		4,000,000	⁽³⁾	04/17/2026	Class A Common Stock	4,000,000	$0.00	0	I	ECG II SPE, LLC⁽¹⁾
Covered Call Option (Obligation to Sell)⁽⁴⁾	$450	05/01/2026		S			2,000,000	05/21/2027⁽⁴⁾⁽⁵⁾	05/21/2027⁽⁴⁾⁽⁵⁾	Class A Common Stock	2,000,000	$68.0575	2,000,000	I	ECG II SPE, LLC⁽¹⁾
Covered Call Option (Obligation to Sell)⁽⁴⁾	$500	05/01/2026		S			2,000,000	05/21/2027⁽⁴⁾⁽⁵⁾	05/21/2027⁽⁴⁾⁽⁵⁾	Class A Common Stock	2,000,000	$68.0575	2,000,000	I	ECG II SPE, LLC⁽¹⁾

Explanation of Responses:

1. The covered call options represented 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 were held directly by ECG II SPE, LLC ("E-SPE"), an entity wholly owned and controlled by Mr. Garcia.

2. This Form 4 is being filed on a voluntary basis to report, in advance, the expiration of the covered call options that would otherwise be reportable on Form 5 for the year ended December 31, 2026.

3. On May 9, 2025, E-SPE entered into a European-style covered call option transaction with an unaffiliated third-party purchaser. Under the terms of the transaction, E-SPE sold 4,000,000 covered call options, each referencing one share of the Issuer's Class A common stock, exercisable only on the expiration date, with an expiration date of April 17, 2026. In exchange for selling these options, E-SPE received a cash premium of $24.75 per option, which was paid in May 2025. The options were out of the money on the expiration date and expired without being exercised.

4. On May 1, 2026, E-SPE entered into a European-style covered call option transaction with an unaffiliated third-party purchaser. Under the terms of this transaction, E-SPE sold 4,000,000 covered call options, comprised of 2,000,000 covered call options with an exercise price of $450.00 and 2,000,000 covered call options with an exercise price of $500.00, each referencing one share of the Issuer's Class A common stock, with an expiration date of May 21, 2027. In exchange for selling these options, E-SPE received a cash premium of $68.0575 per option.

5. E-SPE pledged 4,000,000 shares of the Issuer's Class B common stock and 5,000,000 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 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 II	05/01/2026
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	05/01/2026
	** Signature of Reporting Person	Date
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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider options transaction did Carvana (CVNA) report in this Form 4?

Carvana disclosed that ECG II SPE, LLC, wholly owned and controlled by Ernest C. Garcia II, sold 4,000,000 European-style covered call options on Class A common stock. The options expire on May 21, 2027, and were sold in a single transaction with an unaffiliated third-party purchaser.

What were the strike prices and premium for the new Carvana covered call options?

The new transaction involved 2,000,000 covered call options with a strike price of $450.00 and 2,000,000 options with a strike price of $500.00. ECG II SPE, LLC received a cash premium of $68.0575 per option, paid by an unaffiliated third-party purchaser under the option agreement.

How are the Carvana insider’s obligations under the covered calls secured?

To secure its obligations under the May 1, 2026 covered call transaction, ECG II SPE, LLC pledged 4,000,000 shares of Carvana Class B common stock and 5,000,000 Carvana Group, LLC Class A units. E-SPE retains voting and investment power over these pledged shares, subject to the pledge terms.

What happened to the earlier Carvana covered call options from May 2025?

An earlier transaction from May 9, 2025 involved 4,000,000 covered call options referencing Carvana Class A common stock, with a $400.00 strike price and a $24.75 premium per option. Those options were out of the money at expiration on April 17, 2026 and therefore expired unexercised.

Why is this Carvana insider options activity reported on Form 4 now?

The filing states it is made on a voluntary basis to report, in advance, the expiration of the covered call options that would otherwise be reportable on Form 5 for the year ended December 31, 2026. This provides earlier visibility into the derivative expiration activity.