Carvana Co.

05/01/2026 | Press release | Distributed by Public on 05/01/2026 16:20

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GARCIA ERNEST C. II
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)
(Last) (First) (Middle)
1720 W. RIO SALADO PARKWAY, SUITE A
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
(Street)
TEMPE, AZ 85281
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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 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)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GARCIA ERNEST C. II
1720 W. RIO SALADO PARKWAY
SUITE A
TEMPE, AZ 85281
X

Signatures

/s/ Ernest C. Garcia II 05/01/2026
**Signature of Reporting Person Date
/s/ Ernest C. Garcia II, ECG II SPE, LLC 05/01/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Carvana Co. published this content on May 01, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 01, 2026 at 22:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]