Carvana holder sells calls on up to 10M shares

The pledged interests remain subject to Citibank’s default rights, while Garcia retains voting and investment power during the option.

Available on EDGAR 11/03/2026 - 06:11 PM EST Accepted by SEC EDGAR 11/03/2026 - 06:10 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Carvana Co. (CVNA) disclosed that ECG II SPE II, LLC sold Citibank covered call options tied to up to 10,000,000 Class A shares at $90.00 per share on October 30, 2026. The European-style options may be exercised only on November 19, 2027, and can be settled only by physical delivery of shares.

E-SPE II pledged 12,500,000 Class A Units and 10,000,000 Class B shares as collateral. Ernest C. Garcia retains voting, investment and dispositive power over the pledged securities during the option, subject to transfer restrictions and Citibank’s rights upon default; he also guarantees certain obligations following specified recourse events and E-SPE II’s failure to pay or perform. Garcia reported beneficial ownership of 212,211,585 Class A shares on an as-converted basis, or 22.7% of the class, based on 722,713,745 Class A shares outstanding as of October 26, 2026, and assuming conversion of his Class A Units.

Key Figures

Shares underlying covered call options: Up to 10,000,000 Class A shares Option price: $90.00 per share Exercise date: November 19, 2027 +5 more

8 metrics

Shares underlying covered call options Up to 10,000,000 Class A shares Options sold to Citibank

Option price $90.00 per share Price at which Citibank may purchase shares

Exercise date November 19, 2027 Options are exercisable only on this date

Pledged Class A Units 12,500,000 units Collateral for the call option

Pledged Class B shares 10,000,000 shares Collateral for the call option

Beneficial ownership 212,211,585 Class A shares Ernest C. Garcia; as-converted basis

Class ownership percentage 22.7% Ernest C. Garcia; as-converted basis

Class A shares outstanding 722,713,745 shares As of October 26, 2026

Key Terms

covered call options, European-style options, Paired Interests, physically settled

4 terms

covered call options financial

"sold to Citibank covered call options"

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 options financial

"European-style options exercisable only on November 19, 2027"

A European-style option is a contract that gives the holder the right, but not the obligation, to buy or sell an asset only on a specific expiry date rather than at any time before then. For investors this matters because it limits when you can act—think of it like a concert ticket valid only on the event day—which affects how the option is priced, how you manage risk, and which trading strategies are appropriate.

Paired Interests financial

"Paired Interests consisting of 12,500,000 Class A Units"

physically settled financial

"may only be physically settled and does not permit cash settlement"

A physically settled contract requires the actual underlying asset to be delivered and received when the contract expires or is exercised, rather than simply paying the cash value difference. For investors this matters because it creates obligations around ownership, storage, transfer logistics, and timing—similar to buying a concert ticket that guarantees entry rather than receiving money instead—and can affect portfolio holdings, capital needs, and operational planning.

FAQ

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

What are the terms of CVNA’s covered call transaction?

E-SPE II sold Citibank European-style covered call options with respect to up to 10,000,000 Class A shares at $90.00 per share. Citibank may exercise only on November 19, 2027, and settlement must be physical, not cash.

What did E-SPE II pledge as collateral for the CVNA call option?

The collateral consists of Paired Interests comprising 12,500,000 Class A Units and 10,000,000 Class B shares. The pledge is under a Security and Control Agreement dated October 30, 2026.

How many CVNA shares does Ernest C. Garcia beneficially own?

Garcia reported beneficial ownership of 212,211,585 Class A shares on an as-converted basis, or 22.7% of the class. The percentage is based on 722,713,745 Class A shares outstanding as of October 26, 2026, assuming conversion of all Class A Units he holds.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 40)

Carvana Co.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

146869102

(CUSIP Number)

Ernest C. Garcia II
c/o Verde Investments, Inc., 1720 W. Rio Salado Parkway, Suite A
Tempe, AZ, 85281
(602) 778-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

10/30/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 146869102

1

Name of reporting person

Ernest C. Garcia II

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 212,211,585.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 212,211,585.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

212,211,585.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

All share numbers on these cover pages are presented as shares of Class A common stock, par value $0.001 per share (the "Class A Shares") of Carvana Co., a Delaware corporation (the "Issuer"), on an as-converted basis from Class A common units ("Class A Units") of Carvana Group, LLC, a Delaware limited liability company ("Carvana Group") and subsidiary of the Issuer, as further described herein. The number reported in rows 7, 9 and 11 is comprised of the Class A Shares held by: (i) Ernest C. Garcia II ("Mr. Garcia") (172,211,585 shares on an as-converted basis), (ii) ECG II SPE, LLC ("E-SPE") (20,000,000 shares on an as-converted basis), which Mr. Garcia wholly owns and controls, and (iii) ECG II SPE II, LLC ("E-SPE II") (20,000,000 shares on an as-converted basis), which Mr. Garcia wholly owns and controls. The number in row 13 is based on 722,713,745 Class A Shares outstanding as of October 26, 2026, and assuming the conversion of all Class A Units of Carvana Group held by Mr. Garcia into Class A Shares, in accordance with Rule 13d-3 of the Act.

SCHEDULE 13D

CUSIP Number(s): 146869102

1

Name of reporting person

ECG II SPE, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ARIZONA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 20,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 20,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

20,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

All share numbers on these cover pages presented as Class A Shares on an as-converted basis from Class A Units of Carvana Group, as further described herein. Beneficial ownership of the Class A Shares owned by E-SPE is also attributable to Mr. Garcia, as the sole member of E-SPE, and is therefore reported by more than one reporting person pursuant to Rule 13d-3 under the Act. The number in row 13 is based on 722,713,745 Class A Shares outstanding as of October 26, 2026, and assuming the conversion of all Class A Units of Carvana Group owned by E-SPE into Class A Shares, in accordance with Rule 13d-3 of the Act.

SCHEDULE 13D

CUSIP Number(s): 146869102

1

Name of reporting person

ECG II SPE II, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 20,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 20,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

20,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.7 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

All share numbers on these cover pages presented as Class A Shares on an as-converted basis from Class A Units of Carvana Group, as further described herein. Beneficial ownership of the Class A Shares owned by E-SPE II is also attributable to Mr. Garcia, as the sole member of E-SPE II, and is therefore reported by more than one reporting person pursuant to Rule 13d-3 under the Act. Please refer to Item 5 of this Schedule 13D for a description of the covered call transaction entered into by E-SPE II. The number in row 13 is based on 722,713,745 Class A Shares outstanding as of October 26, 2026, and assuming the conversion of all Class A Units of Carvana Group owned by E-SPE II into Class A Shares, in accordance with Rule 13d-3 of the Act.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.001 per share
(b)	Name of Issuer: Carvana Co.
(c)	Address of Issuer's Principal Executive Offices: 300 E. Rio Salado Parkway, Tempe, ARIZONA , 85281.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 40 ("Amendment No. 40") to Schedule 13D is filed jointly by Mr. Garcia, E-SPE and E-SPE II (collectively, the "Reporting Persons") with respect to the Class A Shares, pursuant to their Joint Filing Agreement dated as of May 12, 2017, as amended and restated on September 27, 2018, April 3, 2020 and on May 1, 2026 (the "Joint Filing Agreement"), and is being filed as an exhibit to the Schedule 13D originally filed on behalf of the Reporting Persons with the United States Securities and Exchange Commission (the "SEC") on May 12, 2017 and subsequently amended on May 9, 2018, May 23, 2018, September 17, 2018, September 28, 2018, October 22, 2018, November 8, 2018, March 15, 2019, April 1, 2019, May 20, 2019, June 26, 2019, April 3, 2020, June 16, 2020, November 6, 2020, December 9, 2020, January 7, 2021, January 28, 2021, February 24, 2021, March 16, 2021, April 14, 2021, May 12, 2021, May 27, 2021, June 22, 2021, July 13, 2021, August 2, 2021, August 26, 2021, February 7, 2022, April 29, 2022, June 15, 2022, August 25, 2023, November 13, 2023, May 14, 2024, July 1, 2024, August 1, 2024, September 9, 2024, October 25, 2024, December 16, 2024, May 13, 2025, August 1, 2025 and May 1, 2026 (the "Original Schedule 13D"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 40 does not modify any of the information previously reported in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	Item 2(a) of the Original Schedule 13D is hereby amended to add the following: Jason Gibson is an independent director of E-SPE II.
Item 5.	Interest in Securities of the Issuer
(c)	Item 5 of the Original Schedule 13D is hereby amended and supplemented to include the following information. The information set forth on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 5. On October 30, 2026, E-SPE II entered into a supplemental confirmation under the Master Terms and Conditions for Call Option Transactions, dated as of October 30, 2026, including a deemed ISDA 2002 Master Agreement (together, the "Master Terms and Conditions"), between E SPE II and Citibank, N.A. ("Citibank"), and sold to Citibank covered call options with respect to 10,000,000 shares of the Issuer's Class A common stock (collectively, the "Call Option"). The Call Option is comprised of European-style options exercisable only on November 19, 2027, under which Citibank may purchase up to an aggregate of 10,000,000 shares at a price of $90.00 per share. The Call Option is subject to a pledge to Citibank of Paired Interests consisting of 12,500,000 Class A Units and 10,000,000 shares of Class B common stock of the Issuer as collateral pursuant to that certain Security and Control Agreement, dated as of October 30, 2026 (the "Security and Control Agreement"). Mr. Garcia has also entered into a guarantee agreement (the "Guarantee"), in favor of Citibank pursuant to which, upon the occurrence of specified recourse events and the failure of E SPE II to pay or perform, Mr. Garcia guarantees the payment and performance of certain obligations of E SPE II under or in respect of the Master Agreement and Transactions governed by the Call Option MCA (as defined in the Guarantee), in each case as more fully described in the Guarantee. During the pendency of the Call Option, Mr. Garcia retains the right to vote the pledged securities and retains investment and dispositive power over the pledged securities, subject to the restrictions on transfer and the control rights set forth in the pledge arrangements (including Citibank's rights upon the occurrence of an event of default). The Call Option may only be physically settled and does not permit cash settlement. The foregoing descriptions are qualified in their entirety by reference to the Master Terms and Conditions, the Security and Control Agreement and the Guarantee, copies of which are filed as exhibits hereto or incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 5 is incorporated by reference in its entirety into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Master Terms and Conditions for Call Option Transactions, dated as of October 30, 2026. Exhibit 99.2 Security and Control Agreement, dated as of October 30, 2026. Exhibit 99.3 Guarantee, dated as of October 30, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ernest C. Garcia II

Signature:	/s/ Ernest C. Garcia II
Name/Title:	Ernest C. Garcia II
Date:	11/03/2026

ECG II SPE, LLC

Signature:	/s/ Ernest C. Garcia II
Name/Title:	Ernest C. Garcia II, President
Date:	11/03/2026

ECG II SPE II, LLC

Signature:	/s/ Ernest C. Garcia II
Name/Title:	Ernest C. Garcia II, President
Date:	11/03/2026