Ernest C. Garcia II and affiliated entities filed Amendment No. 40 to Schedule 13D with the SEC on November 3, 2026, disclosing a covered call transaction entered into on October 30, 2026, involving 10,000,000 shares of Carvana Co. Class A common stock.

Key Highlights

  • Covered call sold: ECG II SPE II, LLC sold covered call options on 10,000,000 Class A shares to Citibank, N.A. on October 30, 2026.
  • Strike price and expiration: The options are European-style, exercisable only on November 19, 2027, at a price of $90.00 per share.
  • Collateral pledged: The call option is secured by a pledge of 12,500,000 Class A Units and 10,000,000 shares of Class B common stock as collateral under a Security and Control Agreement dated October 30, 2026.
  • Garcia guarantee: Ernest C. Garcia II entered into a guarantee in favor of Citibank covering certain obligations of ECG II SPE II, LLC upon specified recourse events.
  • Aggregate beneficial ownership: Garcia reports beneficial ownership of 212,211,585 Class A shares on an as-converted basis, representing 22.7% of the class.
  • Share count basis: The 22.7% figure is based on 722,713,745 Class A shares outstanding as of October 26, 2026.

ECG II SPE II Enters Covered Call Agreement With Citibank on 10 Million Carvana Shares

According to the filing, ECG II SPE II, LLC, an entity wholly owned and controlled by Ernest C. Garcia II, entered into a supplemental confirmation under the Master Terms and Conditions for Call Option Transactions with Citibank, N.A. on October 30, 2026. Under this arrangement, ECG II SPE II sold covered call options giving Citibank the right to purchase up to 10,000,000 Class A shares of Carvana Co. The options are European-style, meaning they are exercisable only on November 19, 2027, at a strike price of $90.00 per share.

The filing discloses that the call option is subject to a pledge of collateral consisting of 12,500,000 Class A Units of Carvana Group, LLC and 10,000,000 shares of Class B common stock of Carvana Co., pursuant to a Security and Control Agreement dated October 30, 2026. In addition, the filing states that Mr. Garcia personally entered into a guarantee in favor of Citibank, under which he guarantees payment and performance of certain obligations of ECG II SPE II upon the occurrence of specified recourse events and a failure by ECG II SPE II to pay or perform.

The filing also reports that the three reporting persons - Garcia individually, ECG II SPE, LLC, and ECG II SPE II, LLC - collectively account for 212,211,585 Class A shares on an as-converted basis. Garcia directly holds 172,211,585 shares on that basis, while ECG II SPE and ECG II SPE II each hold 20,000,000 shares on an as-converted basis. All share counts are presented as Class A common stock converted from Class A Units of Carvana Group, LLC. This amendment also notes that Jason Gibson has been added as an independent director of ECG II SPE II, LLC.

What Was Disclosed

This Schedule 13D amendment discloses a covered call option transaction dated October 30, 2026, in which ECG II SPE II sold options on 10,000,000 Carvana Class A shares to Citibank at $90.00 per share, exercisable November 19, 2027, along with related collateral and a personal guarantee by Garcia.