Carvana Trust Discloses Filing Lapses, Boosts Compliance

TL;DR

**Carvana's securitization arm had a compliance hiccup with late filings, but quickly implemented fixes – watch for execution, but it's not a red flag yet.**

AI Summary

Carvana Auto Receivables Trust 2021-P2, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, indicating no single obligor represents 10% or more of the pool assets and no external credit enhancement or derivative instruments are in place. The key development was a material instance of noncompliance identified in the Sponsor's (Carvana, LLC) management assessment, specifically regarding the untimely filing of Forms 10-D and ABS-EE for the Carvana Auto Receivables Trust 2024-P4 transaction in February 2025. These reports, disclosing activity during the December collection period, were filed on February 12, 2025, instead of within fifteen calendar days of the January 2025 distribution date. Despite this, the servicer's certificate was delivered timely, and all distributions to investors were correct and timely for that specific transaction. To address this, Carvana, LLC has implemented new policies including additional attorney oversight, compliance checks, a comprehensive filing log with EDGAR hyperlinks, and enhanced reviews of servicer's certificates to ensure timely and accurate SEC filings for all future transactions.

Why It Matters

This filing highlights operational risks within Carvana's securitization arm, Carvana Auto Receivables Trust 2021-P2, specifically concerning regulatory compliance. While the identified filing delay for a separate trust (2024-P4) did not impact investor distributions, it signals potential weaknesses in internal controls that could erode investor confidence in Carvana's ability to manage its complex securitization vehicles. For investors, consistent and timely SEC filings are crucial for transparency and due diligence, and any lapse, even if rectified, raises questions about the robustness of the sponsor's oversight. Competitors in the auto loan securitization space, such as Ally Financial or Santander Consumer USA, maintain stringent compliance, making Carvana's misstep a point of differentiation that could affect its future access to capital markets.

Risk Assessment

Risk Level: medium — The risk level is medium due to the identified material instance of noncompliance by the Sponsor, Carvana, LLC, regarding the untimely filing of Forms 10-D and ABS-EE for the Carvana Auto Receivables Trust 2024-P4 transaction in February 2025. While this specific instance did not affect the 2021-P2 trust or investor distributions, it indicates a systemic risk in regulatory reporting that could impact future trusts or lead to regulatory scrutiny if not effectively addressed by the new policies and procedures.

Analyst Insight

Investors should monitor future 10-K and 10-D filings from Carvana's securitization trusts to confirm the effectiveness of the new compliance procedures. While the issue was addressed, consistent, timely, and accurate reporting is paramount for asset-backed securities, and any recurrence would warrant a re-evaluation of the operational risk associated with Carvana-sponsored trusts.

Key Numbers

• 2025-12-31 — Fiscal Year End (Reporting period for this 10-K filing)
• 2026-03-26 — Filing Date (Date the 10-K was filed with the SEC)
• 2025-02-11 — Discovery Date (Date Sponsor discovered late filings for 2024-P4 trust)
• 2025-02-12 — Actual Filing Date (Date Forms 10-D and ABS-EE for 2024-P4 trust were filed)
• 15 — Calendar Days (Required filing timeline for Forms 10-D and ABS-EE after distribution date)

Key Players & Entities

• Carvana Auto Receivables Trust 2021-P2 (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
• SEC (regulator) — Securities and Exchange Commission
• Grant Thornton LLP (company) — Auditor for Servicer and Sponsor
• PWC (company) — Auditor for Indenture Trustee and Collateral Custodian
• Carvana Auto Receivables Trust 2024-P4 (company) — Transaction with identified filing noncompliance

FAQ

Risk Factors

• Untimely SEC Filings [medium — operational]: A material instance of noncompliance was identified regarding the untimely filing of Forms 10-D and ABS-EE for the Carvana Auto Receivables Trust 2024-P4 transaction. These reports were filed on February 12, 2025, instead of within the required fifteen calendar days of the January 2025 distribution date. While distributions were timely, this indicates a lapse in adherence to regulatory reporting deadlines.
• Compliance with Regulation AB [medium — regulatory]: The trust operates under Regulation AB, which mandates specific disclosures and reporting. Failure to meet these requirements, as seen with the late filings, could lead to scrutiny from regulatory bodies and potential penalties. The timely delivery of servicer certificates and investor distributions mitigates immediate financial impact but highlights a process deficiency.

Industry Context

The auto finance industry, particularly within the securitization market, is highly regulated and sensitive to operational efficiency and compliance. Lenders and issuers rely on timely and accurate reporting to maintain investor confidence and access to capital markets. Trends include increasing focus on data integrity, regulatory adherence, and robust risk management frameworks to navigate economic uncertainties and evolving compliance landscapes.

Regulatory Implications

The identified instance of untimely filing for Forms 10-D and ABS-EE, while corrected, signals a potential weakness in Carvana's compliance processes for its securitization vehicles. This could lead to increased regulatory scrutiny, potential fines, or reputational damage if not adequately addressed. The implemented corrective actions aim to mitigate future occurrences and demonstrate a commitment to compliance.

What Investors Should Do

1. Monitor the effectiveness of Carvana's enhanced compliance policies.
2. Review the details of the corrective actions implemented by Carvana, LLC.
3. Assess the ongoing compliance with Regulation AB reporting requirements for all Carvana securitization trusts.

Key Dates

• 2021-06-24: Closing Date — Establishes the trust and the execution of the Indenture, marking the inception of the securitization.
• 2022-12-14: First Amendment to Receivables Purchase Agreement — Indicates ongoing adjustments or modifications to the terms governing the purchase of receivables, potentially impacting the pool composition or terms.
• 2025-02-11: Discovery Date of Late Filings — The date the Sponsor identified the noncompliance with filing deadlines for the 2024-P4 transaction, triggering corrective actions.
• 2025-02-12: Actual Filing Date for 2024-P4 Forms 10-D and ABS-EE — The date the required disclosures were eventually filed, highlighting the delay from the mandated deadline.
• 2025-12-31: Fiscal Year End — The end of the reporting period for this 10-K filing.
• 2026-03-26: 10-K Filing Date — The date this annual report was submitted to the SEC, providing a comprehensive overview of the trust's activities and compliance.

Glossary

Regulation AB

A set of rules issued by the U.S. Securities and Exchange Commission (SEC) that governs the registration, disclosure, and reporting requirements for asset-backed securities offerings. (This regulation dictates the structure and disclosure requirements for the Carvana Auto Receivables Trust 2021-P2, including the specific forms (10-D, ABS-EE) that were subject to late filing.)

Form 10-D

A report filed by asset-backed issuers with the SEC that provides information about the performance of the underlying assets and any significant events affecting the securitization during a reporting period. (The untimely filing of this form for the 2024-P4 transaction represents the identified instance of noncompliance.)

Form ABS-EE

A report filed by asset-backed issuers that provides detailed information about the underlying assets and the structure of the securitization, often filed annually or upon significant events. (Similar to Form 10-D, the late filing of this form for the 2024-P4 transaction is a key compliance issue highlighted in the report.)

Servicer's Certificate

A document provided by the servicer of the securitized assets that details the performance of the assets, collections, distributions, and other relevant information for a given period. (The timely delivery of the servicer's certificate for the 2024-P4 transaction, despite the late filing of other reports, indicates that core operational data was still being provided on schedule.)

Issuing Entity

The special purpose entity (SPE) created to issue the asset-backed securities and hold the pool of assets being securitized. (Carvana Auto Receivables Trust 2021-P2 is the Issuing Entity for this securitization.)

Sponsor

The entity that initiates the securitization process, typically by originating or purchasing the assets to be securitized and structuring the transaction. (Carvana, LLC is identified as the Sponsor, and its management assessment identified the noncompliance issue.)

Year-Over-Year Comparison

This filing for Carvana Auto Receivables Trust 2021-P2 focuses on operational compliance and risk factors rather than a direct year-over-year financial comparison, as it pertains to a specific securitization trust. The key development is the identification of a material instance of noncompliance related to the untimely filing of Forms 10-D and ABS-EE for a different, more recent transaction (2024-P4). This contrasts with previous filings where such specific compliance failures may not have been highlighted as a 'material instance of noncompliance' in the sponsor's management assessment.

Filing Documents

• fy25form10-kcrvna2021xp2.htm (10-K) — 125KB
• fy25exhibit311-crvna2021xp2.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_01.jpg (GRAPHIC) — 12KB
• image_02.jpg (GRAPHIC) — 12KB
• image_03.jpg (GRAPHIC) — 58KB
• image_0a.jpg (GRAPHIC) — 499KB
• picture1.jpg (GRAPHIC) — 3KB
• picture12.jpg (GRAPHIC) — 3KB
• 0001843657-26-000014.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-P2 (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 wi

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 24, 2021 (the "Closing Date"), by and among the Issuing Entity, Carvana Auto Receivables Trust 2021-P2 (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 29, 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

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