Garcia II Converts Units and Executes 122,500-Share Sales in CVNA Form 4

Rhea-AI Filing Summary

Ernest C. Garcia II and ECG II SPE, LLC reported conversions and open-market sales of Carvana Co. (CVNA) securities. On 08/08/2025 Mr. Garcia converted Class A Units into 72,500 Class A shares and sold those shares in multiple transactions under a 10b5-1 trading plan. On 08/11/2025 he converted another 50,000 Class A shares and sold them in multiple transactions. The sales were executed at weighted-average prices reported in ranges roughly between $339.99 and $356.38 depending on the tranche. Following the reported sales, Mr. Garcia’s direct beneficial ownership of Class A common stock is reported as 0 shares, while he directly holds 34,620,292 Class B shares and ECG II SPE, LLC owns 8,000,000 Class A Units (described in the filing as exchangeable under the Exchange Agreement). The filing cites compliance with the Exchange Agreement and the 10b5-1 plan adopted December 13, 2024.

Positive

• Full disclosure of conversions and sales with tranche-level weighted-average prices and an offer to provide detailed sale information to the issuer or SEC staff.
• Sales executed under a 10b5-1 trading plan (adopted December 13, 2024), indicating the transactions followed a pre-established protocol rather than ad hoc insider trades.
• Continued substantial ownership via 34,620,292 Class B shares and ECG II SPE, LLC’s reported 8,000,000 Class A Units, preserving material economic and governance interest.

Negative

• Significant open-market sales totaling 122,500 Class A shares across 08/08/2025 and 08/11/2025, which reduced the reporting person’s direct Class A holdings to 0 shares.
• Large tranche sales at prices between $339.99 and $356.38 may be perceived by some investors as notable insider liquidity, given the size and sequence of transactions.

Insights

Securities Analyst

TL;DR: Large conversions followed by scheduled sales under a 10b5-1 plan; direct Class A holdings reduced to zero while substantial Class B and unit holdings remain.

The Form 4 discloses that Ernest C. Garcia II converted Class A Units into Class A common shares on 08/08/2025 and 08/11/2025 and sold the converted shares through multiple transactions executed under a pre-established 10b5-1 trading plan. The reported weighted-average sale prices span roughly $340 to $356. Material facts: 122,500 Class A shares were converted and sold in total, resulting in 0 direct Class A shares remaining. From a trading perspective, the explicit use of a 10b5-1 plan and the Exchange Agreement provides procedural context but does not, by itself, indicate intent; the sales are significant in size and fully documented in the filing.

Corporate Governance Expert

TL;DR: Transactions are disclosed and executed under pre-existing agreements and a 10b5-1 plan; substantial residual Class B/unit ownership remains.

The filing documents conversions pursuant to the Exchange Agreement and sales pursuant to a 10b5-1 plan adopted December 13, 2024, which supports compliance with insider-trading protocols. The reporting person retains large holdings via Class B shares (34,620,292) and ECG II SPE, LLC’s ownership of 8,000,000 Class A Units (described as exchangeable under the Exchange Agreement). For governance review, the disclosure is thorough: conversion, cancellation of certain Class B shares in connection with conversions, tranche-level weighted-average prices and an offer to provide granular sale-price details to the issuer or SEC staff are all explicitly provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GARCIA ERNEST C. II

(Last) (First) (Middle)

1720 W. RIO SALADO PARKWAY

SUITE A

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/08/2025		C		72,500	A	(1)	72,500	D
Class A Common Stock	08/08/2025		S(2)		2,614	D	$342.3883(3)(4)	69,886	D
Class A Common Stock	08/08/2025		S(2)		2,186	D	$343.0864(3)(4)	67,700	D
Class A Common Stock	08/08/2025		S(2)		6,419	D	$344.5534(3)(4)	61,281	D
Class A Common Stock	08/08/2025		S(2)		11,877	D	$345.3918(3)(4)	49,404	D
Class A Common Stock	08/08/2025		S(2)		10,621	D	$346.3395(3)(4)	38,783	D
Class A Common Stock	08/08/2025		S(2)		5,834	D	$347.3962(3)(4)	32,949	D
Class A Common Stock	08/08/2025		S(2)		2,749	D	$348.2503(3)(4)	30,200	D
Class A Common Stock	08/08/2025		S(2)		1,440	D	$349.3331(3)(4)	28,760	D
Class A Common Stock	08/08/2025		S(2)		11,485	D	$350.2886(3)(4)	17,275	D
Class A Common Stock	08/08/2025		S(2)		7,184	D	$351.3974(3)(4)	10,091	D
Class A Common Stock	08/08/2025		S(2)		5,221	D	$352.4337(3)(4)	4,870	D
Class A Common Stock	08/08/2025		S(2)		3,470	D	$353.3312(3)(4)	1,400	D
Class A Common Stock	08/08/2025		S(2)		1,000	D	$354.5072(3)(4)	400	D
Class A Common Stock	08/08/2025		S(2)		400	D	$356.375(3)(4)	0	D
Class A Common Stock	08/11/2025		C		50,000	A	(1)	50,000	D
Class A Common Stock	08/11/2025		S(2)		800	D	$339.9863(5)	49,200	D
Class A Common Stock	08/11/2025		S(2)		2,027	D	$341.3621(5)	47,173	D
Class A Common Stock	08/11/2025		S(2)		2,319	D	$342.086(5)	44,854	D
Class A Common Stock	08/11/2025		S(2)		5,923	D	$343.3838(5)	38,931	D
Class A Common Stock	08/11/2025		S(2)		9,932	D	$344.2928(5)	28,999	D
Class A Common Stock	08/11/2025		S(2)		20,165	D	$345.1149(5)	8,834	D
Class A Common Stock	08/11/2025		S(2)		5,010	D	$346.2257(5)	3,824	D
Class A Common Stock	08/11/2025		S(2)		2,324	D	$347.1806(5)	1,500	D
Class A Common Stock	08/11/2025		S(2)		1,200	D	$348.1658(5)	300	D
Class A Common Stock	08/11/2025		S(2)		300	D	$348.97(5)	0	D
Class B Common Stock	08/08/2025		J		72,500	D	(6)	34,670,292	D
Class B Common Stock	08/11/2025		J		50,000	D	(6)	34,620,292	D
Class B Common Stock								8,000,000	I	ECG II SPE, LLC(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Units	(1)	08/08/2025		C			90,625	(1)	(1)	Class A Common Stock	72,500	$0	43,337,864	D
Class A Units	(1)	08/11/2025		C			62,500	(1)	(1)	Class A Common Stock	50,000	$0	43,275,364	D
Class A Units	$0							(8)	(8)	Class A Common Stock	10,000,000		10,000,000	I	ECG II SPE, LLC

1. Name and Address of Reporting Person^*

GARCIA ERNEST C. II

(Last) (First) (Middle)

1720 W. RIO SALADO PARKWAY

SUITE A

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ECG II SPE, LLC

(Last) (First) (Middle)

1720 W. RIO SALADO PARKWAY

SUITE A

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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").

2. 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.

3. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $341.69-$342.67, inclusive (weighted average of $342.3883); $342.70-$343.69, inclusive (weighted average of $343.0864); $343.92-$344.91, inclusive (weighted average of $344.5534); $344.92-$345.915, inclusive (weighted average of $345.3918); $345.92-$346.80, inclusive (weighted average of $346.3395); $346.93-$347.90, inclusive (weighted average of $347.3962); $347.98-$348.96, inclusive (weighted average of $348.2503); $349.00-$349.90, inclusive (weighted average of $349.3331); $350.00-$350.99, inclusive (weighted average of $350.2886); $351.00-$351.97, inclusive (weighted average of $351.3974); $352.00-$352.96, inclusive (weighted average of $352.4337); $353.07-$353.94, inclusive (weighted average of $353.3312); $354.355-$354.92, inclusive (weighted average of $354.5072); and $356.35-$356.40, inclusive (weighted average of $356.375), respectively.

4. 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.

5. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $339.27-$340.19, inclusive (weighted average of $339.9863); $340.66-$341.64, inclusive (weighted average of $341.3621); $341.68-$342.61, inclusive (weighted average of $342.086); $342.76-$343.75, inclusive (weighted average of $343.3838); $343.76-$344.75, inclusive (weighted average of $344.2928); $344.76-$345.74, inclusive (weighted average of $345.1149); $345.76-$346.725, inclusive (weighted average of $346.2257); $346.81-$347.78, inclusive (weighted average of $347.1806); $347.87-$348.39, inclusive (weighted average of $348.1658) and $348.95-$348.98, inclusive (weighted average of $348.97), 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.

6. 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.

7. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.

8. These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

	/s/ Ernest C. Garcia II	08/12/2025
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	08/12/2025
	** Signature of Reporting Person	Date
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FAQ

What transactions did Ernest C. Garcia II report on the Form 4 for CVNA?

The filing reports conversions of Class A Units into Class A common stock and subsequent open-market sales on 08/08/2025 and 08/11/2025, executed under a 10b5-1 trading plan.

How many Class A shares were converted and sold by Garcia II (CVNA)?

The filing shows conversions and sales totaling 122,500 Class A shares (72,500 on 08/08/2025 and 50,000 on 08/11/2025).

At what prices were the CVNA shares sold?

Sales were executed in multiple tranches with reported weighted-average prices in tranche ranges; weighted averages reported range approximately from $339.99 to $356.38 depending on the tranche.

Were the sales part of a pre-arranged plan for CVNA insider trades?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on December 13, 2024.

What ownership does Garcia II retain in CVNA after these transactions?

After the reported sales, the filing reports 0 direct Class A shares for Mr. Garcia, 34,620,292 Class B shares owned directly, and ECG II SPE, LLC owning 8,000,000 Class A Units (exchangeable per the Exchange Agreement).