Carvana Founder Cashes $40M Via 10b5-1, Retains Super-Voting Stake

Rhea-AI Filing Summary

Form 4 highlights for Carvana Co. (CVNA): Executive Chairman and 10% owner Ernest C. Garcia II, together with his entity ECG II SPE, reported transactions dated 7/31-8/1/25.

• Dispositions: 106,624 Class A shares were sold under a Rule 10b5-1 plan at weighted-average prices of $365-413, generating ≈ $40.6 million in gross proceeds.
• Conversions: 100,000 Class A Units of Carvana Group were exchanged for an equal number of Class A shares immediately prior to sale; 100,000 Class B shares were simultaneously cancelled.
• Post-trade ownership: Garcia now holds 0 Class A shares directly but retains 35.14 million Class B shares and 43.93 million exchangeable Class A Units. ECG II SPE additionally holds 8 million Class A Units (exchangeable for 6.4 million Class A shares).
• Plan status: All sales were pre-scheduled (10b5-1) to provide safe-harbor protection.

The filing signals continued insider liquidity but leaves Garcia’s voting control largely intact thanks to high-vote Class B stock and sizeable partnership units.

Positive

• Sales executed under a disclosed Rule 10b5-1 plan, limiting concerns about opportunistic trading and providing transparency.
• Founder maintains significant economic and voting stake, indicating ongoing commitment despite liquidity event.

Negative

• 106,624 Class A shares sold in two days, potentially adding short-term selling pressure and negative sentiment.
• Founder now holds zero Class A shares, which may raise perception of reduced public-share alignment.
• Dual-class structure remains, concentrating control and limiting minority shareholder influence.

Insights

Securities Analyst

TL;DR: Founder sold 106k shares, but still controls >70 million high-vote/convertible shares; modest negative sentiment.

Garcia’s divestiture represents roughly 0.1 % of his economic exposure, yet eliminates his direct Class A position. Cash proceeds (~$41 m) suggest personal liquidity rather than thesis change. Because voting power is tied to Class B, corporate control is unaffected. Short-term investors may view selling pressure and optics as a mild negative, but the pre-arranged 10b5-1 plan limits informational content. Overall impact: slight overhang, not thesis-altering.

Corporate Governance Expert

TL;DR: Insider liquidity via 10b5-1 plan; dual-class structure keeps founder’s control untouched.

The transaction underscores the governance imbalance at CVNA: Garcia retains super-voting Class B and vast convertible units despite disposing of all low-vote Class A shares. Investors gain transparency via the 10b5-1 disclosure, yet the episode re-highlights entrenchment risk inherent in the dual-class setup. From a governance lens, impact is neutral on control but modestly negative on alignment optics.

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)
07/31/2025

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	07/31/2025		S(1)		1,579	D	$408.6369(2)	5,045	D
Class A Common Stock	07/31/2025		S(1)		3,493	D	$409.3894(2)	1,552	D
Class A Common Stock	07/31/2025		S(1)		514	D	$411.8091(2)	1,038	D
Class A Common Stock	07/31/2025		S(1)		1,038	D	$412.5039(2)	0	D
Class A Common Stock	08/01/2025		C		100,000	A	(3)	100,000	D
Class A Common Stock	08/01/2025		S(1)		1,828	D	$365.48(4)	98,172	D
Class A Common Stock	08/01/2025		S(1)		2,471	D	$366.7068(4)	95,701	D
Class A Common Stock	08/01/2025		S(1)		6,244	D	$367.6197(4)	89,457	D
Class A Common Stock	08/01/2025		S(1)		7,258	D	$368.651(4)	82,199	D
Class A Common Stock	08/01/2025		S(1)		25,473	D	$369.6276(4)	56,726	D
Class A Common Stock	08/01/2025		S(1)		16,836	D	$370.5534(4)	39,890	D
Class A Common Stock	08/01/2025		S(1)		6,429	D	$371.7053(4)	33,461	D
Class A Common Stock	08/01/2025		S(1)		12,692	D	$372.7152(4)	20,769	D
Class A Common Stock	08/01/2025		S(1)		5,588	D	$373.4409(4)	15,181	D
Class A Common Stock	08/01/2025		S(1)		3,836	D	$374.768(6)	11,345	D
Class A Common Stock	08/01/2025		S(1)		3,082	D	$375.7024(6)	8,263	D
Class A Common Stock	08/01/2025		S(1)		1,993	D	$376.6546(6)	6,270	D
Class A Common Stock	08/01/2025		S(1)		2,641	D	$377.7584(6)	3,629	D
Class A Common Stock	08/01/2025		S(1)		1,042	D	$378.7135(6)	2,587	D
Class A Common Stock	08/01/2025		S(1)		187	D	$379.54	2,400	D
Class A Common Stock	08/01/2025		S(1)		2,400	D	$380.84(6)	0	D
Class B Common Stock	08/01/2025		J		100,000	D	(5)	35,142,792	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	(3)	08/01/2025		C			125,000	(3)	(3)	Class A Common Stock	100,000	$0	43,928,489	D
Class A Units	(8)							(8)	(8)	Class A Common Stock	8,000,000		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. 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.

2. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $408.00-$408.89, inclusive (weighted average of $408.6369); $409.00-$409.99, inclusive (weighted average of $409.3894); $411.13-$412.08, inclusive (weighted average of $411.8091); and $412.23-$412.89, inclusive (weighted average of $412.5039), 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.

3. 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").

4. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $365.11-$366.08, inclusive (weighted average of $365.48); $366.12-$367.07, inclusive (weighted average of $366.7068); $367.12-$368.11, inclusive (weighted average of $367.6197); $368.12-$369.11, inclusive (weighted average of $368.651); $369.12-$370.11, inclusive (weighted average of $369.6276); $370.12-$371.11, inclusive (weighted average of $370.5534); $371.14-$372.13, inclusive (weighted average of $371.7053); $372.14-$373.136, inclusive (weighted average of $372.7152); $373.1591-$374.07, inclusive (weighted average of $373.4409), 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.

5. 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.

6. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $374.1832-$375.1795, inclusive (weighted average of $374.768); $375.23-$376.18, inclusive (weighted average of $375.7024); $376.24-$377.01, inclusive (weighted average of $376.6546); $377.48-$378.35, inclusive (weighted average of $377.7584); $378.51-$379.49, inclusive (weighted average of $378.7135); and $380.70-$380.98, inclusive (weighted average of $380.84), 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.

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	08/04/2025
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	08/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

How many Carvana (CVNA) shares did Ernest C. Garcia II sell?

He disposed of 106,624 Class A shares on 7/31-8/1/25 under a Rule 10b5-1 plan.

What was the average sale price of the insider transactions?

Weighted-average prices ranged from $365.48 to $412.50 per share across the two trading days.

Did the founder reduce his overall voting control after the sale?

No. Garcia still holds 35.14 million Class B shares plus 43.93 million Class A Units, preserving voting dominance.

Were the sales part of a pre-arranged plan?

Yes. All dispositions were executed under a Rule 10b5-1 trading plan adopted on 12/13/24.

What is the net effect on Class A share ownership?

Following the transactions, Garcia reports 0 direct Class A shares remaining.