Upgrade to SI Premium - Free Trial

Form 4 CARVANA CO. For: May 01 Filed by: GARCIA ERNEST C. II

May 1, 2026 6:20 PM
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
Expires: December 31, 2014
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).
1. Name and Address of Reporting Person *
GARCIA ERNEST C. II
(Last) (First) (Middle)
1720 W. RIO SALADO PARKWAY
SUITE A
(Street)
TEMPE AZ 85281
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
4. If Amendment, Date of 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
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
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)
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)
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
** Signature of Reporting Person Date
/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.

Categories

SEC Filings