Ernest C. Garcia II, a 10% stockholder of Carvana Co., filed a Form 144 notice on October 30, 2026, disclosing a proposed sale of 10,000,000 shares of Class A Common Stock on NYSE through Citigroup Global Markets Inc., in connection with covered call transactions.

Key Highlights

  • Proposed shares: 10,000,000 shares of Class A Common Stock are proposed to be sold, with an aggregate market value of $682,900,000.00, according to the filing.
  • Selling entity: The shares are held by ECG II SPE II, LLC, an entity the filing states is wholly owned by Ernest C. Garcia II.
  • Covered call structure: According to the filing, ECG II SPE II, LLC intends to write 10,000,000 covered call options over Class A Common Stock, with the underlying securities pledged to the broker or its affiliate.
  • Broker: Citigroup Global Markets Inc., 388 Greenwich Street, New York, NY 10013, is named as the broker in the filing.
  • Original acquisition: The securities were acquired on April 27, 2017, via a conversion and exchange of units from the issuer, with payment date of April 27, 2017, according to the filing.
  • Shares outstanding: The filing reports 722,713,745 shares of Class A Common Stock outstanding at the time of notice.
  • Prior sales: The filing reports nothing to disclose for securities sold during the past three months.

Garcia's Covered Call Notice Involving Carvana Class A Shares

According to the Form 144 filed with the U.S. Securities and Exchange Commission on October 30, 2026, Ernest C. Garcia II, identified in the filing as a 10% stockholder of Carvana Co. (NYSE:CVNA), is proposing to sell 10,000,000 shares of Class A Common Stock with an approximate sale date of October 30, 2026. The aggregate market value of the proposed sale is listed as $682,900,000.00. The filing names Citigroup Global Markets Inc. as the broker for the transaction.

The filing's remarks section states that the shares to be sold are held by ECG II SPE II, LLC, described as an entity wholly owned by Ernest C. Garcia II, as Class B Common Stock of the issuer and Class A Common Units of Carvana Group, LLC, referred to in the filing as "Underlying Securities." The filing further states that ECG II SPE II, LLC "has entered into covered call transactions relating to Class A Common Stock of issuer with the broker or its affiliate listed in Part 3(b) above, intending to write 10,000,000 covered call options over Class A Common Stock of the issuer," and that ECG II SPE II, LLC "has pledged the Underlying Securities for the transactions." The filing references procedures described in an interpretive letter from the SEC staff to Bank of America, N.A., Merrill Lynch, Pierce, Fenner and Smith Incorporated, dated December 1, 2011.

The securities subject to this notice were originally acquired on April 27, 2017, through a conversion and exchange of units from the issuer. The filing records no sales of Carvana securities by Garcia during the three months prior to the notice date. At the time of filing, 722,713,745 shares of Class A Common Stock were reported as outstanding.

What Was Disclosed

Ernest C. Garcia II filed a Form 144 notice proposing to sell 10,000,000 Carvana Class A Common Stock shares, valued at $682,900,000.00, through covered call transactions executed by ECG II SPE II, LLC via Citigroup Global Markets Inc. on NYSE.