Carvana Trust Discloses Filing Lapses, Boosts Compliance

TL;DR

**Carvana's securitization arm flagged for late filings, but new compliance measures are in place – watch for execution, not just promises.**

AI Summary

Carvana Auto Receivables Trust 2025-P2, an issuing entity, filed its 10-K for the fiscal year ended December 31, 2025, primarily detailing compliance with servicing criteria for its asset-backed securities. 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 for the Sponsor, Carvana, LLC, regarding the untimely 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 specific noncompliance did not affect the asset-backed securities covered in this 10-K, and all distributions to investors for the 2024-P4 transaction were correct and timely. In response, Carvana, LLC has implemented new policies, including additional attorney oversight, compliance checks, and a comprehensive log of transactions and filings, to ensure timely and accurate SEC submissions for all future transactions.

Why It Matters

This 10-K filing provides crucial transparency into the operational health and compliance rigor of Carvana's securitization vehicles, which are vital for funding its auto loan originations. For investors in Carvana Auto Receivables Trust 2025-P2, the absence of significant obligors or external credit enhancements highlights the direct reliance on the underlying auto loan performance. The disclosed material noncompliance by Carvana, LLC, though not directly impacting this specific trust's assets or investor distributions, raises questions about the sponsor's broader operational controls and could influence investor confidence in future Carvana-sponsored securitizations. Enhanced compliance measures are a positive step, but consistent execution is key to maintaining market trust and competitive standing against other auto loan securitizers.

Risk Assessment

Risk Level: medium — The risk level is medium due to the disclosed material instance of noncompliance by the Sponsor, Carvana, LLC, regarding the untimely filing of Forms 10-D and ABS-EE for a prior trust (Carvana Auto Receivables Trust 2024-P4). While this specific issue did not affect the 2025-P2 trust or investor distributions, it indicates a weakness in internal controls over regulatory reporting, which could lead to future compliance issues or regulatory scrutiny if the new policies and procedures are not effectively implemented and sustained.

Analyst Insight

Investors should monitor Carvana's subsequent 10-D and 10-K filings across all its securitization trusts to verify the effectiveness of the newly implemented compliance procedures. While the immediate impact on Carvana Auto Receivables Trust 2025-P2 is minimal, consistent and timely regulatory reporting is a critical indicator of operational integrity and can influence the perceived risk of future Carvana-sponsored asset-backed securities.

Financial Highlights

debt To Equity

Not Disclosed

revenue

Not Disclosed

operating Margin

Not Disclosed

total Assets

Not Disclosed

total Debt

Not Disclosed

net Income

Not Disclosed

eps

Not Disclosed

gross Margin

Not Disclosed

cash Position

Not Disclosed

revenue Growth

Not Disclosed

Key Numbers

• 10% — maximum pool asset concentration (No single obligor represents 10% or more of the pool assets held by Carvana Auto Receivables Trust 2025-P2.)
• February 11, 2025 — discovery date of filing error (Sponsor discovered Forms 10-D and ABS-EE for Carvana Auto Receivables Trust 2024-P4 were not filed on EDGAR.)
• February 12, 2025 — late filing date (Forms 10-D and ABS-EE for Carvana Auto Receivables Trust 2024-P4 were filed on this date.)
• 15 calendar days — required filing timeline (Reports should have been filed within fifteen calendar days of the January 2025 distribution date.)
• 5 business days — timeline for procedural enhancements (New procedural enhancements will be completed within five business days of the monthly distribution date.)

Key Players & Entities

• Carvana Auto Receivables Trust 2025-P2 (company) — issuing entity
• Carvana, LLC (company) — sponsor and administrator
• 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
• Grant Thornton LLP (company) — attestation report provider for Servicer and Sponsor
• PWC (company) — attestation report provider for Indenture Trustee and Collateral Custodian
• Clayton Fixed Income Services LLC (company) — asset representations reviewer
• Vervent Inc. (company) — backup servicer

FAQ

Risk Factors

• Timeliness of SEC Filings [medium — operational]: A material instance of noncompliance was identified for the Sponsor, Carvana, LLC, 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.

Industry Context

The auto finance industry, particularly within the securitization market, relies heavily on timely and accurate reporting to maintain investor confidence. Trends include increasing regulatory scrutiny on disclosure practices and the operational efficiency of servicers and sponsors. The market for securitized auto loans remains a significant source of funding for originators like Carvana, but requires robust compliance frameworks.

Regulatory Implications

The identified late filing of Forms 10-D and ABS-EE for a prior transaction highlights potential operational risks and the importance of strict adherence to SEC reporting deadlines under Regulation AB. While this specific instance did not impact the current transaction's investors, it signals a need for enhanced internal controls by the Sponsor to prevent future compliance failures.

What Investors Should Do

1. Monitor Sponsor's compliance with new procedural enhancements for SEC filings.
2. Review the Asset Representations Review Agreement (Exhibit 10.6).
3. Confirm no external credit enhancement or derivatives are present.

Key Dates

• 2025-06-17: Closing Date of Indenture — Marks the official establishment of the securitization trust and the issuance of notes and certificates.
• 2025-06-20: Filing of Form 8-K regarding Closing — Publicly announced the closing of the securitization transaction and incorporated key transaction documents by reference.
• 2025-01-XX: January 2025 Distribution Date for 2024-P4 Transaction — The distribution date by which required SEC filings (Forms 10-D and ABS-EE) for the 2024-P4 transaction were due.
• 2025-02-11: Discovery of Filing Error — The date the Sponsor identified the failure to file Forms 10-D and ABS-EE for the 2024-P4 transaction on time.
• 2025-02-12: Late Filing of Forms 10-D and ABS-EE for 2024-P4 — The actual date the overdue filings for the prior transaction were submitted.

Glossary

Regulation AB

A U.S. Securities and Exchange Commission (SEC) regulation that governs the registration, reporting, and disclosure requirements for asset-backed securities offerings. (This filing is made in accordance with various items of Regulation AB, which dictates the information that must be provided to investors about the securitized assets and the transaction structure.)

Issuing Entity

The special-purpose entity created to issue asset-backed securities (Notes and Certificates) backed by a pool of assets. (Carvana Auto Receivables Trust 2025-P2 is the Issuing Entity for this transaction.)

Depositor

An entity that purchases assets from a seller and transfers them to the issuing entity in a securitization transaction. (The Depositor is a key party in the securitization chain, facilitating the transfer of receivables to the Issuing Entity.)

Servicer

The entity responsible for managing the pool of assets, including collecting payments from obligors, processing delinquencies, and making distributions. (The Servicer's performance is critical to the cash flows supporting the issued securities.)

Indenture Trustee

A fiduciary appointed to represent the interests of the noteholders under the indenture agreement. (The Indenture Trustee oversees the administration of the indenture and ensures compliance with its terms.)

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 during a reporting period. (Timely filing of Form 10-D is a key compliance requirement for securitization transactions.)

Form ABS-EE

A report filed by asset-backed issuers with the SEC that provides detailed information about the structure and performance of asset-backed securities, including data on the underlying assets. (This form provides granular data on the securitized pool, essential for investor analysis.)

Year-Over-Year Comparison

This filing pertains to the Carvana Auto Receivables Trust 2025-P2, which is a new securitization issuance. Therefore, a direct year-over-year comparison of financial highlights for this specific trust is not applicable. However, the filing does reference a past compliance issue with the Sponsor, Carvana, LLC, concerning the untimely filing of Forms 10-D and ABS-EE for the 2024-P4 transaction, indicating a recent operational risk that has been addressed with new procedures.

Filing Documents

• fy25form10-kcrvna2025xp2.htm (10-K) — 124KB
• fy25exhibit311-2025xp2.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
• exhibit351servicercomplian.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) — 58KB
• image_03.jpg (GRAPHIC) — 12KB
• image_0a.jpg (GRAPHIC) — 499KB
• picture1.jpg (GRAPHIC) — 3KB
• picture12.jpg (GRAPHIC) — 3KB
• 0002037955-26-000014.txt ( ) — 3315KB

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 2025-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 and the Indenture Trustee (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 such Form 1

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. 333-263473) filed with the Commission by the Depositor on March 11, 2022 (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 17, 2025 (the "Closing Date"), by and among the Issuing Entity, Carvana Auto Receivables Trust 2025-P 2 (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 20 , 2025 (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). 10.2 Receivables Transfer Agreement, dated as of the Closing Date, by and between the Depositor and the Issuing Entity (incorporated by reference to Exhibit 10.2 to the Closing 8-K). 10.3 Receivables Contribution Agreement, dated as of the Closing Date, by and between the Issuing Entity and the Grantor Trust (incorporated by reference to Exhibit 10.3 to the Closing 8-K). 10.4 Servicing Agreement, dated as of the Closing Date, by and among the Issuing Entity, the Grantor Trust, the Servicer, the Indenture Trustee and Vervent Inc. (the "Backup Servicer") (incorporated by reference to Exhibit 10.4 to the Closing 8-K). 10.5 Backup Servicing Agre

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