Affiliated group discloses 6,195,377 CVNA Class A shares; major units pledged

Rhea-AI Filing Summary

CVNA Schedule 13G/A disclosure: A group of affiliated entities led by TWG Global Manager, LLC and Mark Walter report shared beneficial ownership of 6,195,377 Class A shares of Carvana Co., representing 4.30% of the outstanding Class A shares based on 138,083,496 shares reported by the issuer. The position comprises 1 directly held Class A share, 5,995,376 Class A shares issuable upon exchange of Class A units held by a subsidiary, and 200,000 Class A shares that may be acquired on settlement of exchange-traded options. The filing discloses that the 5,995,376 Class A units are pledged to secure obligations under prepaid forward contracts and certain margin loans. Reporting persons disclaim beneficial ownership except for pecuniary interest and indicate shared voting and dispositive power over the disclosed shares.

Positive

• None.

Negative

• 5,995,376 Class A units pledged as collateral for prepaid variable forwards and margin loans, which may constrain the group's ability to hold or vote those shares
• Shared ownership structure across multiple affiliated entities increases complexity of control and public transparency about ultimate decision-making is limited to pecuniary interest disclaimers

Insights

Securities Analyst

TL;DR: Affiliated group reports a 4.30% shared stake in CVNA, with substantial units pledged as collateral.

The filing shows coordinated ownership across several affiliated entities culminating in shared control of 6,195,377 Class A shares, below the 5% threshold that typically triggers Section 13(d) activist disclosure. The structure includes exchangeable Class A units and options, and the pledging of 5,995,376 exchangeable units to secure prepaid forwards and margin loans could create potential sources of forced disposition if counterparties accelerate or enforce remedies. For investors, this is a transparency disclosure rather than a change in control signal, but the pledge reduces the effective unencumbered stake.

Corporate Governance Expert

TL;DR: Grouped reporting clarifies shared voting/dispositive power; pledged units raise governance and liquidity considerations.

The report documents that voting and dispositive authority over the disclosed shares is shared across a chain of subsidiaries and a manager controlled by an individual, which is common for investment holding structures. The pledge of nearly all exchangeable units to secure derivative and margin obligations warrants attention because it may limit the groups ability to exercise votes or to hold shares through market stress, and could create counterparty rights affecting future governance actions. The filing is informational and does not assert sole control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

Carvana Co.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

146869102

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 146869102

1

Names of Reporting Persons

CVAN Holdings, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,195,377.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,195,377.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,195,377.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.30 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 146869102

1

Names of Reporting Persons

CVAN Holding Company, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,195,377.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,195,377.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,195,377.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.30 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 146869102

1

Names of Reporting Persons

TWG Public Investments, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,195,377.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,195,377.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,195,377.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.30 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 146869102

1

Names of Reporting Persons

TWG Private Investment Holdings, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,195,377.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,195,377.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,195,377.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.30 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 146869102

1

Names of Reporting Persons

TWG MB Portfolio Holdings, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,195,377.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,195,377.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,195,377.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.30 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 146869102

1

Names of Reporting Persons

TWG MB Holding Company, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,195,377.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,195,377.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,195,377.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.30 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 146869102

1

Names of Reporting Persons

TWG Global, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,195,377.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,195,377.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,195,377.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.30 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 146869102

1

Names of Reporting Persons

TWG Global Manager, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,195,377.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,195,377.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,195,377.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.30 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 146869102

1

Names of Reporting Persons

Mark Walter

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,195,377.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,195,377.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,195,377.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.30 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. 146869102

1

Names of Reporting Persons

CVAN Holdings Sub I, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 5,995,376.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 5,995,376.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,995,376.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.16 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Carvana Co.
(b)	Address of issuer's principal executive offices: 1930 W. Rio Salado Parkway, Tempe, Arizona 85281
Item 2.
(a)	Name of person filing: 1. CVAN Holdings, LLC ("CVAN") 2. CVAN Holdings Sub I, LLC ("CVAN Sub") 3. CVAN Holding Company, LLC ("CVAN Holdco") 4. TWG Public Investments, LLC ("Public Investments") 5. TWG Private Investment Holdings, LLC ("Investment Holdings") 6. TWG MB Portfolio Holdings, LLC ("MB Portfolio") 7. TWG MB Holding Company, LLC ("MB Holdco") 8. TWG Global, LLC ("TWG") 9. TWG Global Manager, LLC ("TWG Manager") 10. Mark Walter ("Mr. Walter")
(b)	Address or principal business office or, if none, residence: The principal business address of each of CVAN, CVAN Sub, CVAN Holdco, Public Investments, Investment Holdings, MB Portfolio, MB Holdco, TWG, TWG Manager and Mr. Walter is: 227 West Monroe, Suite 4800, Chicago, IL 60606
(c)	Citizenship: See responses to Item 4 on each cover page.
(d)	Title of class of securities: Class A Common Stock, par value $0.001 per share
(e)	CUSIP No.: 146869102
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Comprises (i) 1 share of Class A Common Stock ("Class A Shares"), (ii) 5,995,376 Class A Shares issuable in exchange for Class A common units ("Class A Units") of Carvana Group, LLC, a Delaware limited liability company and subsidiary of the Issuer, pursuant to an exchange agreement ("Exchange Agreement") entered into by and among the Issuer and certain holders of Class A Units party thereto immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-217085) relating to the Issuer's initial public offering, and (iii) 200,000 Class A Shares that may be acquired within 60 days upon the settlement of certain exchange-traded options. CVAN Sub is a wholly-owned subsidiary of CVAN and holds directly Class A Units exchangeable for 5,995,376 Class A Shares. CVAN may be deemed to indirectly share voting and dispositive power over the securities held directly by CVAN Sub, and as a result, may be deemed to have or share beneficial ownership of, the securities held directly by CVAN Sub. CVAN disclaims beneficial ownership of such securities except to the extent of its respective pecuniary interest therein. CVAN Sub has pledged all of such Class A Units and 5,995,376 shares of Class B common stock of the Issuer to secure its obligations under one or more prepaid variable forward sale contracts and certain margin loans with an unaffiliated third party. CVAN holds directly 1 Class A Share and exchange-traded options to acquire 200,000 Class A Shares. CVAN is a wholly-owned subsidiary of CVAN Holdco. CVAN Holdco is a wholly-owned subsidiary of Public Investments. Public Investments is a wholly-owned subsidiary of Investment Holdings. Investment Holdings is a wholly-owned subsidiary of MB Portfolio. MB Portfolio is a wholly-owned subsidiary of MB Holdco. MB Holdco is a wholly-owned subsidiary of TWG. Each of CVAN Holdco, Public Investments, Investment Holdings, MB Portfolio, MB Holdco and TWG is managed by TWG Manager, and TWG Manager is controlled by Mr. Walter. Each of CVAN Holdco, Public Investments, Investment Holdings, MB Portfolio, MB Holdco, TWG, TWG Manager and Mr. Walter may be deemed to indirectly share voting and dispositive power over the securities held by CVAN and CVAN Sub, and as a result, may be deemed to have or share beneficial ownership of, the securities held by CVAN and CVAN Sub. Each of CVAN Holdco, Public Investments, Investment Holdings, MB Portfolio, MB Holdco, TWG, TWG Manager and Mr. Walter disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.
(b)	Percent of class: Based on 138,083,496 Class A Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2025. The percentage assumes the exchange of all Class A Units held by CVAN Sub for Class A Shares, in accordance with Rule 13d-3 of the Securities Act of 1933, as amended.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the Cover Pages for each of the Reporting Persons and the response to Item 4(a) above.
	(ii) Shared power to vote or to direct the vote: See the Cover Pages for each of the Reporting Persons and the response to Item 4(a) above.
	(iii) Sole power to dispose or to direct the disposition of: See the Cover Pages for each of the Reporting Persons and the response to Item 4(a) above.
	(iv) Shared power to dispose or to direct the disposition of: See the Cover Pages for each of the Reporting Persons and the response to Item 4(a) above.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

CVAN Holdings, LLC

Signature:	/s/ Joseph Nicosia
Name/Title:	Joseph Nicosia, Authorized Person
Date:	08/15/2025

CVAN Holding Company, LLC

Signature:	/s/ Joseph Nicosia
Name/Title:	Joseph Nicosia, Authorized Person of TWG Global Manager, LLC, the Reporting Person's manager
Date:	08/15/2025

TWG Public Investments, LLC

Signature:	/s/ Joseph Nicosia
Name/Title:	Joseph Nicosia, Authorized Person of TWG Global Manager, LLC, the Reporting Person's manager
Date:	08/15/2025

TWG Private Investment Holdings, LLC

Signature:	/s/ Joseph Nicosia
Name/Title:	Joseph Nicosia, Authorized Person of TWG Global Manager, LLC, the Reporting Person's manager
Date:	08/15/2025

TWG MB Portfolio Holdings, LLC

Signature:	/s/ Joseph Nicosia
Name/Title:	Joseph Nicosia, Authorized Person of TWG Global Manager, LLC, the Reporting Person's manager
Date:	08/15/2025

TWG MB Holding Company, LLC

Signature:	/s/ Joseph Nicosia
Name/Title:	Joseph Nicosia, Authorized Person of TWG Global Manager, LLC, the Reporting Person's manager
Date:	08/15/2025

TWG Global, LLC

Signature:	/s/ Joseph Nicosia
Name/Title:	Joseph Nicosia, Authorized Person of TWG Global Manager, LLC, the Reporting Person's manager
Date:	08/15/2025

TWG Global Manager, LLC

Signature:	/s/ Joseph Nicosia
Name/Title:	Joseph Nicosia, Authorized Person
Date:	08/15/2025

Mark Walter

Signature:	/s/ Mark Walter
Name/Title:	Self
Date:	08/15/2025

CVAN Holdings Sub I, LLC

Signature:	/s/ Joseph Nicosia
Name/Title:	Joseph Nicosia, Authorized Person
Date:	08/15/2025

FAQ

How many Carvana (CVNA) Class A shares does the reporting group beneficially own?

The group reports beneficial ownership of 6,195,377 Class A shares, equal to 4.30% of Class A outstanding.

What components make up the 6,195,377 shares reported in the CVNA filing?

The amount includes 1 direct Class A share, 5,995,376 Class A shares issuable upon exchange of Class A units held by a subsidiary, and rights to acquire 200,000 Class A shares upon settlement of exchange-traded options.

Are any of the reported Carvana shares pledged or encumbered?

Yes. The filing states that the 5,995,376 Class A units are pledged to secure obligations under prepaid variable forward contracts and certain margin loans.

Does the reporting group have sole voting control over the CVNA shares?

No. The filing discloses 0 sole voting power and 6,195,377 shared voting power, indicating shared voting and dispositive authority among the reporting persons.

Is the reported position above the 5% disclosure threshold for CVNA?

No. The reported 4.30% position is below the 5% threshold that typically triggers different reporting requirements under Section 13(d).