Carvana Trust Discloses Filing Lapses, Bolsters Compliance

TL;DR

**Carvana's securitization arm fumbled SEC filings, signaling compliance risks despite no direct impact on this trust's investors.**

AI Summary

Carvana Auto Receivables Trust 2025-P3, a securitization entity, filed its 10-K for the fiscal year ended December 31, 2025, confirming no single obligor represents 10% or more of its pool assets and no external credit enhancement or derivative instruments are provided. The filing highlights a 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 on February 11, 2025, which were due within fifteen calendar days of the January 2025 distribution date but filed on February 12, 2025. This specific noncompliance did not affect the asset-backed securities covered in this 10-K, nor did it impact timely investor distributions or servicer certificate delivery for the 2024-P4 transaction. In response, Carvana, LLC has implemented new policies, including additional attorney oversight, compliance checks, a comprehensive filing log with EDGAR hyperlinks, and enhanced reviews of servicer certificates, to ensure timely and accurate SEC filings for all future transactions within five business days of monthly distribution dates.

Why It Matters

This 10-K reveals operational weaknesses in Carvana's securitization arm, Carvana Auto Receivables Trust 2025-P3, specifically concerning regulatory filings. While the identified noncompliance for the 2024-P4 transaction did not impact investor distributions, it signals potential systemic issues in compliance processes that could erode investor confidence in Carvana's ability to manage its asset-backed securities. For investors, this raises questions about the robustness of internal controls, especially in a competitive auto lending market where transparency and timely reporting are paramount. Employees involved in compliance may face increased scrutiny, and the broader market will watch to see if Carvana's new procedures effectively prevent future lapses.

Risk Assessment

Risk Level: medium — The risk level is medium due to the disclosed 'material instance of noncompliance' by the Sponsor, Carvana, LLC, regarding untimely SEC filings for a related trust (Carvana Auto Receivables Trust 2024-P4). While the filing states this specific instance 'did not involve the servicing of the assets backing the asset-backed securities covered in this Form 10-K,' it indicates a systemic issue in regulatory compliance processes that could affect investor perception and future transactions.

Analyst Insight

Investors should monitor Carvana's subsequent 10-D and 8-K filings for Carvana Auto Receivables Trust 2025-P3 and other trusts to verify the effectiveness of the newly implemented compliance procedures. This filing suggests a need for increased due diligence on Carvana's operational controls, particularly concerning its securitization vehicles.

Financial Highlights

debt To Equity

0.0

revenue

$0

operating Margin

0%

total Assets

$0

total Debt

$0

net Income

$0

eps

$0

gross Margin

0%

cash Position

$0

revenue Growth

+0%

Key Numbers

• 10% — Maximum percentage of pool assets represented by a single obligor (No single obligor represents 10% or more of the pool assets, indicating diversification.)
• 15 — Number of calendar days for SEC filing after distribution date (Forms 10-D and ABS-EE for 2024-P4 were not filed within this period.)
• 5 — Number of business days for procedural enhancements completion (New compliance procedures will be completed within five business days of the monthly distribution date.)

Key Players & Entities

• Carvana Auto Receivables Trust 2025-P3 (company) — Issuing Entity
• Carvana, LLC (company) — Sponsor and administrator, identified with material noncompliance
• Carvana Receivables Depositor LLC (company) — Depositor
• Bridgecrest Credit Company, LLC (company) — Servicer
• Computershare Trust Company, National Association (company) — Collateral Custodian and Indenture Trustee
• Vervent Inc. (company) — Backup Servicer
• Clayton Fixed Income Services LLC (company) — Asset Representations Reviewer
• Mike McKeever (person) — President of Carvana Receivables Depositor LLC
• February 11, 2025 (date) — Date Sponsor discovered filing lapse for 2024-P4 transaction
• February 12, 2025 (date) — Date Forms 10-D and ABS-EE for 2024-P4 were filed

FAQ

Risk Factors

• Untimely SEC Filings by Sponsor [medium — operational]: Carvana, LLC, the Sponsor, experienced a material instance of noncompliance due to untimely filing of Forms 10-D and ABS-EE for the Carvana Auto Receivables Trust 2024-P4 transaction. These forms were due within fifteen calendar days of the January 2025 distribution date but were filed on February 12, 2025, instead of the required deadline.

Industry Context

The auto finance industry is characterized by intense competition among lenders and a reliance on securitization to fund loan portfolios. Trends include increasing use of technology for loan origination and servicing, and evolving regulatory scrutiny on consumer protection and disclosure. Securitization remains a vital funding source, but requires robust compliance and transparency to maintain investor confidence.

Regulatory Implications

The identified instance of noncompliance with SEC filing deadlines for a prior transaction underscores the importance of rigorous internal controls and adherence to reporting requirements under Regulation AB. Failure to comply can lead to increased regulatory scrutiny and potential penalties, impacting the reputation of the sponsor and the trust.

What Investors Should Do

1. Monitor Sponsor's Compliance Procedures
2. Review Asset Diversification
3. Assess Credit Enhancement Structure

Key Dates

• 2025-09-23: Closing Date of Indenture — Marks the establishment of the securitization structure and the issuance of notes and certificates for the 2025-P3 transaction.
• 2025-02-11: Due date for 2024-P4 Forms 10-D and ABS-EE — This was the deadline missed by the Sponsor, Carvana, LLC, highlighting a compliance issue.
• 2025-02-12: Actual filing date for 2024-P4 Forms 10-D and ABS-EE — The actual filing date, which was one day after the deadline, confirming the untimely filing.

Glossary

Issuing Entity

The trust or special purpose entity that issues asset-backed securities. (Carvana Auto Receivables Trust 2025-P3 is the Issuing Entity for this transaction.)

Sponsor

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

Regulation AB

SEC rules governing the registration, reporting, and disclosure requirements for asset-backed securities. (Specific items of Regulation AB (1112(b), 1114(b)(2), 1115(b)) are referenced, detailing requirements for significant obligors and credit enhancement.)

Indenture Trustee

A trustee appointed under an indenture to represent the interests of the noteholders. (The Indenture Trustee plays a key role in the administration and oversight of the securitization trust.)

Servicer

The entity responsible for collecting payments from the underlying assets and performing other administrative duties. (The Servicer is a critical party in the securitization, with its performance impacting cash flows to investors.)

Form 10-D

A report filed by asset-backed issuers with the SEC that provides information about the securitized pool and any significant events. (Timely filing of Form 10-D is a reporting requirement that was missed for a prior transaction.)

Form ABS-EE

A report filed by asset-backed issuers with the SEC that provides information about the underlying assets and any related credit enhancements or derivatives. (Timely filing of Form ABS-EE is a reporting requirement that was missed for a prior transaction.)

Year-Over-Year Comparison

This 10-K filing for Carvana Auto Receivables Trust 2025-P3 focuses on the structure and compliance of the current securitization. Unlike a typical annual report for an operating company, it does not present year-over-year financial performance metrics like revenue or net income for the trust itself. The primary comparison point is the confirmation of no significant obligors (over 10%) and no external credit enhancement, which are structural features. The key 'change' or point of emphasis is the disclosure of a past compliance issue by the sponsor regarding untimely filings for a different, prior securitization (2024-P4), and the corrective actions taken.

Filing Documents

• fy25form10-kcrvna2025xp3.htm (10-K) — 124KB
• fy25exhibit311-2025xp3.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) — 12KB
• image_01.jpg (GRAPHIC) — 58KB
• image_02.jpg (GRAPHIC) — 12KB
• image_0a.jpg (GRAPHIC) — 499KB
• image_0c.jpg (GRAPHIC) — 10KB
• picture1.jpg (GRAPHIC) — 3KB
• picture12.jpg (GRAPHIC) — 3KB
• 0002037953-26-000014.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-P3 (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 September 23, 2025 , (the "Closing Date"), by and among the Issuing Entity, Carvana Auto Receivables Trust 2025-P 3 (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 September 25 , 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 Se

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