05/01/2026 | Press release | Distributed by Public on 05/01/2026 16:20
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FORM 4
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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 |
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| 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) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GARCIA ERNEST C. II 1720 W. RIO SALADO PARKWAY SUITE A TEMPE, AZ 85281 |
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| /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 |
| * | 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. |