Carvana Trust Discloses Filing Lapses, Bolsters Compliance

TL;DR

**Carvana's administrative slip-up on SEC filings for another trust is a red flag for operational risk, even if this trust's investors were unaffected.**

AI Summary

Carvana Auto Receivables Trust 2021-N2, an issuing entity, filed its 10-K for the fiscal year ended December 31, 2025. The filing indicates no single obligor represents 10% or more of the pool assets, and no external credit enhancement or derivative instruments are provided by any entity. A material instance of noncompliance was identified by the Sponsor, Carvana, LLC, related to the timely filing of Forms 10-D and ABS-EE for the Carvana Auto Receivables Trust 2024-P4 transaction, specifically for the December collection period, which were filed on February 12, 2025, instead of within fifteen calendar days of the January 2025 distribution date. This noncompliance did not affect the asset-backed securities covered in this 10-K, nor did it impact investor distributions or servicer certificates. To address this, Carvana, LLC has implemented new policies including additional attorney oversight, compliance checks, a comprehensive filing log, and enhanced reviews of servicer certificates, all to be completed within five business days of the monthly distribution date. Other Servicing Participants, including Bridgecrest Credit Company, LLC and Computershare Trust Company, National Association, reported no material instances of noncompliance.

Why It Matters

This 10-K filing for Carvana Auto Receivables Trust 2021-N2 highlights operational risks within Carvana's securitization process, specifically regarding regulatory compliance. While the identified filing delay for a separate trust (Carvana Auto Receivables Trust 2024-P4) did not directly impact this trust's investors or distributions, it signals potential systemic issues in Carvana, LLC's internal controls for SEC reporting. For investors in Carvana-backed securities, this raises questions about the robustness of administrative oversight, potentially affecting confidence in future securitizations and Carvana's overall operational efficiency in a competitive auto lending market. The implemented corrective actions are crucial for restoring investor trust and maintaining regulatory standing.

Risk Assessment

Risk Level: medium — The risk level is medium due to the identified material instance of noncompliance by Carvana, LLC (the Sponsor) regarding the timely filing of Forms 10-D and ABS-EE for the Carvana Auto Receivables Trust 2024-P4 transaction. Although this specific instance did not affect the Carvana Auto Receivables Trust 2021-N2, it indicates a weakness in the Sponsor's internal controls for regulatory reporting, which could lead to future compliance issues across its securitization portfolio.

Analyst Insight

Investors should closely monitor Carvana, LLC's subsequent 10-D and 10-K filings across all its trusts to ensure the new compliance procedures are effectively preventing further reporting delays. This situation warrants a deeper look into the administrative efficiency and regulatory adherence of the Sponsor, Carvana, LLC, as it could impact the perceived reliability of its asset-backed securities.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

N/A

Key Numbers

• December 31, 2025 — Fiscal Year End (Reporting period for the 10-K filing)
• February 11, 2025 — Discovery Date (Date Sponsor discovered filing noncompliance for 2024-P4 transaction)
• February 12, 2025 — Filing Date (Date Forms 10-D and ABS-EE for 2024-P4 were filed, one day after discovery)
• 15 calendar days — Filing Deadline (Required period for filing Forms 10-D and ABS-EE after distribution date)
• 5 business days — Implementation Timeline (Period within which new procedural enhancements will be completed after monthly distribution date)

Key Players & Entities

• Carvana Auto Receivables Trust 2021-N2 (company) — issuing entity
• Carvana, LLC (company) — sponsor
• Carvana Receivables Depositor LLC (company) — depositor
• Bridgecrest Credit Company, LLC (company) — servicer
• Computershare Trust Company, National Association (company) — collateral custodian and indenture trustee
• Mike McKeever (person) — President of Carvana Receivables Depositor LLC
• Carvana Auto Receivables Trust 2024-P4 (company) — transaction with filing noncompliance
• Grant Thornton LLP (company) — auditor for Servicer and Sponsor
• PWC (company) — auditor for Indenture Trustee and Collateral Custodian
• Clayton Fixed Income Services LLC (company) — asset representations reviewer

FAQ

Risk Factors

• Timely Filing of Regulatory Reports [medium — operational]: The Sponsor, Carvana, LLC, identified a material instance of noncompliance related to the timely filing of Forms 10-D and ABS-EE for the Carvana Auto Receivables Trust 2024-P4 transaction. These forms were filed on February 12, 2025, instead of within the required fifteen calendar days of the January 2025 distribution date.

Industry Context

The auto finance industry, particularly for securitized receivables, operates within a highly regulated environment. Lenders and issuers must adhere to strict disclosure and reporting requirements. The market is sensitive to credit quality, economic conditions affecting borrowers' ability to repay, and the overall health of the automotive sector. Competition exists among various financing providers, and the performance of securitized pools is closely monitored by investors.

Regulatory Implications

The identified instance of noncompliance with timely filing of Forms 10-D and ABS-EE highlights the critical importance of adhering to SEC reporting deadlines. While this specific instance did not impact the 2021-N2 transaction, it underscores potential operational risks for the Sponsor and could lead to increased scrutiny from regulators if it becomes a pattern. The implemented procedural enhancements aim to mitigate future compliance breaches.

What Investors Should Do

1. Monitor Sponsor's compliance with new filing procedures.
2. Review the details of the noncompliance for the 2024-P4 transaction.
3. Confirm no material changes in credit enhancement or significant obligors.

Key Dates

• 2021-06-03: Indenture dated as of the Closing Date — Establishes the terms and conditions for the securitization trust and the notes/certificates issued.
• 2022-12-14: First Amendment to Receivables Purchase Agreement — Indicates a modification to the agreement governing the purchase of receivables, potentially affecting the pool of assets.
• 2025-01-01: January 2025 Distribution Date — The distribution date for which the subsequent filing of Forms 10-D and ABS-EE was delayed.
• 2025-02-11: Sponsor discovers filing noncompliance for 2024-P4 — Marks the point at which the Sponsor became aware of the delay in regulatory filings.
• 2025-02-12: Forms 10-D and ABS-EE for 2024-P4 filed — The actual date the delayed regulatory reports were submitted.
• 2025-12-31: Fiscal Year End — The reporting period covered by this 10-K filing.

Glossary

Issuing Entity

The legal entity created to issue asset-backed securities and hold the underlying assets. (Carvana Auto Receivables Trust 2021-N2 is the Issuing Entity for this securitization.)

Sponsor

The entity that originates or purchases the assets to be securitized and initiates the securitization process. (Carvana, LLC is the Sponsor and identified a filing noncompliance.)

Regulation AB

A set of rules issued by the SEC governing the registration, reporting, and disclosure requirements for asset-backed securities. (The 10-K filing references specific items within Regulation AB regarding significant obligors and credit enhancement.)

Forms 10-D and ABS-EE

SEC filings required for asset-backed securities, providing information on the performance of the underlying assets and the securities. (Timely filing of these forms is crucial for investor transparency, and a delay was noted for a related transaction.)

Indenture Trustee

A trustee appointed under an indenture to represent the interests of the bondholders and ensure compliance with the indenture's terms. (Computershare Trust Company, N.A. serves as the Indenture Trustee.)

Owner Trustee

A trustee appointed to hold the assets in trust for the benefit of the certificate holders. (An Owner Trustee is involved in the structure of the Issuing Entity.)

Year-Over-Year Comparison

This 10-K filing for Carvana Auto Receivables Trust 2021-N2 does not provide comparative financial data for the trust itself, as it is a securitization vehicle. However, it highlights a significant operational event: a material instance of noncompliance by the Sponsor, Carvana, LLC, regarding the timely filing of regulatory reports for a different transaction (2024-P4). This contrasts with previous filings where such specific instances of noncompliance by the Sponsor were not detailed, indicating a new operational risk that has been identified and is being addressed through enhanced procedures.

Filing Documents

• fy25form10-kcrvna2021xn2.htm (10-K) — 125KB
• fy25exhibit311-crvna2021xn2.htm (EX-31.1) — 7KB
• fy25ex331reportonassessmen.htm (EX-33.1) — 131KB
• fy25ex332reportonassessmen.htm (EX-33.2) — 86KB
• fy25ex333reportonassessmen.htm (EX-33.3) — 1232KB
• fy25ex334managementsassess.htm (EX-33.4) — 18KB
• fy25ex341attestationrepo.htm (EX-34.1) — 6KB
• fy25ex342attestationreport.htm (EX-34.2) — 12KB
• fy25ex343attestationreport.htm (EX-34.3) — 11KB
• ex344attestationreporton.htm (EX-34.4) — 6KB
• fy25ex351servicercomplianc.htm (EX-35.1) — 4KB
• ex344attestationreporton001.jpg (GRAPHIC) — 199KB
• ex344attestationreporton002.jpg (GRAPHIC) — 102KB
• fy25ex341attestationrepo001.jpg (GRAPHIC) — 197KB
• fy25ex341attestationrepo002.jpg (GRAPHIC) — 124KB
• image_0.jpg (GRAPHIC) — 10KB
• image_01a.jpg (GRAPHIC) — 12KB
• image_02a.jpg (GRAPHIC) — 12KB
• image_0a.jpg (GRAPHIC) — 58KB
• image_0b.jpg (GRAPHIC) — 499KB
• picture12a.jpg (GRAPHIC) — 3KB
• picture1a.jpg (GRAPHIC) — 3KB
• 0001843643-26-000014.txt ( ) — 3316KB

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. None.

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. Not applicable. Substitute information provided in accordance with General Instruction J to Form 10-K

(b) of Regulation AB. Significant Obligors of Pool Assets ( Financial Information )

Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets ( Financial Information ). No single obligor represents 10% or more of the pool assets held by Carvana Auto Receivables Trust 2021-N2 (the " Issuing Entity "). Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments ( Financial Information Regarding Significant Enhancement Providers ). No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment of the pool assets held by the Issuing Entity or payments on the notes (the " Notes ") or certificates (the " Certificates ") issued by the Issuing Entity.

(b) of Regulation AB. Certain Derivatives Instruments ( Financial Information )

Item 1115(b) of Regulation AB. Certain Derivatives Instruments ( Financial Information ). No entity or group of affiliated entities provides any derivative instruments that are used to alter the payment characteristics of the cashflows from the Issuing Entity.

of Regulation AB. Legal Proceedings

Item 1117 of Regulation AB. Legal Proceedings. Except as previously disclosed in the final prospectus relating to the Notes publicly offered by the Issuing Entity, no legal proceedings are pending, and no proceedings are known to be contemplated by governmental authorities, against any of the following companies, or of which any property of the following companies is the subject, that are or would be material to holders of the Notes or the Certificates Carvana, LLC (the " Sponsor "), Carvana Receivables Depositor LLC (the " Depositor "), Computershare Trust Company, National Association, as collateral custodian (in such capacity, the " Collateral Custodian ") and as indenture trustee (in such capacity, the " Indenture Trustee "), Bridgecrest Credit Company, LLC (the " Servicer "), or the Issuing Entity. PART II The following items have been omitted in accordance with General Instruction J to Form 10-K (a) Item 5, Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities (b) Item 6, Selected Financial Data (c) Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations (d) Item 7A, Quantitative and Qualitative Disclosures About Market Risk (e) Item 8, Financial Statements and Supplementary Data (f) Item 9, Changes in and Disagreements With Accountants on Accounting and Financial Disclosure (g) Item 9A, Controls and Procedures

Other Information

Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. PART III The following items have been omitted in accordance with General Instruction J to Form 10-K (a) Item 10, Directors, Executive Officers and Corporate Governance (b) Item 11, Executive Compensation (c) Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (d) Item 13, Certain Relationships and Related Transactions, and Director Independence (e) Item 14, Principal Accountant Fees and Services Substitute information provided in accordance with General Instruction J to Form 10-K

of Regulation AB. Affiliations and Certain Relationships and Related Transactions

Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions. Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119 of Regulation AB.

of Regulation AB. Compliance with Applicable Servicing Criteria

Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria. The Sponsor (in its role as administrator), the Servicer, the Collateral Custodian, the Indenture Trustee, the Collateral Custodian Agent and the Indenture Trustee Agent (collectively, the " Servicing Participants ") have each been identified by the registrant as a party participating in the servicing function with respect to the pool assets. Each of the Servicing Participants has provided a report on an assessment of compliance with the servicing criteria applicable to it (each, a " Servicing Report "), which Servicing Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, a " Report on Assessment ") by one or more registered public accounting firms, which Reports on Assessment are also attached as exhibits to this Form 10-K. Management's Assessment of Compliance for the Sponsor has identified a material instance of noncompliance related to the servicing criterion set forth in Item 1122(d)(3)(i)(C)—reports to investors, including those to be filed with the Commission, were not maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports are filed with the Commission as required by its rules and regulations. This material instance of noncompliance does not relate to the asset-backed securities covered in this Form 10-K and issued by the Issuer. The instance involves the matter set forth below On Tuesday, February 11, 2025, while preparing for upcoming monthly filings, the Sponsor discovered that the Forms 10-D and ABS-EE filings for the Carvana Auto Receivables Trust 2024-P4 transaction disclosing activity during the December collection period were not filed on EDGAR within fifteen calendar days of the January 2025 distribution date. Such reports were filed on EDGAR on Wednesday, February 12, 2025. The servicer's certificate associated with

of Regulation AB. Servicer Compliance Statement

Item 1123 of Regulation AB. Servicer Compliance Statement. The Servicer has been identified by the registrant as a servicer with respect to the asset pool held by the Issuing Entity. The Servicer has provided a statement of compliance with applicable servicing criteria (a " Compliance Statement "), signed by an authorized officer of the Sponsor. The Compliance Statement is attached as an exhibit to this Form 10-K. PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules. (a) (1) List of documents filed as part of this report Not applicable. (2) Not applicable. (3) The exhibits filed in response to Item 601 of Regulation S-K are listed in Item 15(b) below. (b) Exhibits required by Item 601 of Regulation S-K. The exhibits listed below are either included or incorporated by reference as indicated Exhibit Description 3.1 Certificate of Formation of the Depositor (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form SF-3 (No. 333-239650) filed with the Commission by the Depositor on July 2, 2020 (the "Registration Statement")). 3.2 Amended and Restated Limited Liability Company Agreement of the Depositor (incorporated by reference to Exhibit 3.2 to the Registration Statement). 4.1 Indenture, dated as of June 3, 2021 (the "Closing Date"), by and among the Issuing Entity, Carvana Auto Receivables Trust 2021-N2 (the "Grantor Trust"), and the Indenture Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission by the Depositor on June 8, 2021 (the "Closing 8-K")). 4.2 Amended and Restated Trust Agreement, dated as of the Closing Date, by and between the Depositor and the Owner Trustee (incorporated by reference to Exhibit 4.2 to the Closing 8-K). 4.3 Amended and Restated Grantor Trust Agreement, dated as of the Closing Date, by and between the Issuing Entity and the Grantor Trust Trustee (incorporated by reference to Exhibit 4.3 to the Closing 8-K). 10.1 Receivables Purchase Agreement, dated as of the Closing Date, by and between Carvana and the Depositor (incorporated by reference to Exhibit 10.1 to the Closing 8-K). 10.1.1 First Amendment to Receivables Purchase Agreement, dated as of December 14, 2022, (incorporated by reference to Exhibit 10.1 to the Form 10-D filed on December 15, 2022). 10.2 Receivables Transfer Agreement, dated as of the Closing Date, by and between th

Form 10-K Summary

Item 16. Form 10-K Summary. None.

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. By Carvana Receivables Depositor LLC, as Depositor By s Mike McKeever Mike McKeever President Date March 26, 2026 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.

View Full Filing

View this 10-K filing on SEC EDGAR