11/03/2026 | Press release | Distributed by Public on 11/03/2026 16:48
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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) | $90 | 10/30/2026 | S | 10,000,000 | 11/19/2027(2)(3) | 11/19/2027(2)(3) | Class A Common Stock | 10,000,000 | $8.25 | 10,000,000 | I | ECG II SPE II, 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 | 11/03/2026 | |
| **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 Option represents 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 are held directly by ECG II SPE II, LLC ("E-SPE II"), an entity wholly owned and controlled by Mr. Garcia |
| (2) | On October 30, 2026, E-SPE II entered into a European-style covered call option transaction with an unaffiliated third-party purchaser. Under the terms of this transaction, E-SPE II sold 10,000,000 covered call options with an exercise price of $90.00, each referencing one share of the Issuer's Class A common stock, with an expiration date of November 19, 2027. In exchange for selling these options, E-SPE II will receive a cash premium of $8.25 per option. |
| (3) | E-SPE II pledged 10,000,000 shares of the Issuer's Class B common stock and 12,500,000 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 II 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. |