Ernest C. Garcia II converts units and sells 100k CVNA shares under 10b5-1
Rhea-AI Filing Summary
Carvana Co. (CVNA) reporting person Ernest C. Garcia II converted 125,000 Class A Units of Carvana Group, LLC into 100,000 Class A common shares on 08/06/2025 pursuant to the Exchange Agreement. The same day those 100,000 Class A shares were sold in multiple transactions executed under a Rule 10b5-1 trading plan adopted on December 13, 2024, with tranche weighted-average prices reported between $346.5768 and $357.3272 per share.
The filing records the cancellation for no consideration of 100,000 Class B shares related to the conversion and states remaining direct ownership of 34,842,792 Class B shares by Mr. Garcia and indirect ownership of 8,000,000 Class B shares by ECG II SPE, LLC; E-SPE's Class A Units are exchangeable at a 0.8 ratio.
Positive
- None.
Negative
- None.
Insights
TL;DR: Routine unit conversion and pre-arranged insider sales; disclosed prices and holdings leave control largely unchanged.
The Form 4 documents a conversion of 125,000 Class A Units into 100,000 Class A shares and immediate disposition of those 100,000 shares in multiple tranches on 08/06/2025 under a Rule 10b5-1 plan. The filing lists tranche weighted-average prices from $346.5768 to $357.3272, and explicitly reports the sales reduced the direct Class A holding from the converted units to 0 shares. Reported residual Class B ownership figures (34,842,792 direct; 8,000,000 indirect via ECG II SPE, LLC) indicate continuing substantial economic interest. Impact: Neutral on control and valuation given the disclosed large remaining holdings.
TL;DR: Disclosure follows governance and SEC reporting conventions; use of a 10b5-1 plan and tranche pricing increases transparency.
The filing provides the exchange mechanics, notes cancellation of 100,000 Class B shares for no consideration tied to the conversion, and discloses the Rule 10b5-1 plan adoption date. The segmented weighted-average prices and the reporting persons willingness to provide per-price detail on request reflect comprehensive disclosure. From a governance perspective this is a transparent, pre-arranged liquidity event, not an ad hoc insider trade, and is therefore less likely to raise concerns about opportunistic timing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class A Units | 125,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 100,000 | $0.00 | -- |
| Sale | Class A Common Stock | 3,050 | $346.5768 | $1.06M |
| Sale | Class A Common Stock | 3,253 | $347.3647 | $1.13M |
| Sale | Class A Common Stock | 3,114 | $348.4878 | $1.09M |
| Sale | Class A Common Stock | 8,088 | $349.4392 | $2.83M |
| Sale | Class A Common Stock | 49,097 | $350.3552 | $17.20M |
| Sale | Class A Common Stock | 9,193 | $351.3454 | $3.23M |
| Sale | Class A Common Stock | 2,287 | $352.5815 | $806K |
| Sale | Class A Common Stock | 6,549 | $353.678 | $2.32M |
| Sale | Class A Common Stock | 10,047 | $354.7102 | $3.56M |
| Sale | Class A Common Stock | 3,796 | $355.58 | $1.35M |
| Sale | Class A Common Stock | 1,411 | $356.6267 | $503K |
| Sale | Class A Common Stock | 115 | $357.3272 | $41K |
| Other | Class B Common Stock | 100,000 | $0.00 | -- |
| holding | Class A Units | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (1)
- Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by Ernest C. Garcia II into shares of Class A Common Stock ("Class A Shares") of the Issuer pursuant to the Exchange Agreement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (the "Exchange Agreement"). The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on December 13, 2024. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $345.91-$346.895, inclusive (weighted average of $346.5768); $346.93-$347.92, inclusive (weighted average of $347.3647); $347.93-$348.91, inclusive (weighted average of $348.4878); $348.93-$349.91, inclusive (weighted average of $349.4392); $349.94-$350.935, inclusive (weighted average of $350.3552); $350.97-$351.87, inclusive (weighted average of $351.3454); $352.045-$353.00, inclusive (weighted average of $352.5815); $353.14-$354.12, inclusive (weighted average of $353.678); $354.17-$355.16, inclusive (weighted average of $354.7102); $355.17-$356.16, inclusive (weighted average of $355.58); $356.175-$357.095, inclusive (weighted average of $356.6267); and $357.275-$357.355, inclusive (weighted average of $357.3272), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. Reflects the cancellation for no consideration of Class B Common Stock of the Issuer ("Class B Shares") in connection with the conversion of Class A Units into Class A Shares. Following the reported transaction, the remaining Class B Shares are owned directly by Ernest C. Garcia II. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls. These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
