Carvana insider converts 125,000 units and sells 100,000 Class A shares

Rhea-AI Filing Summary

Ernest C. Garcia II reported conversion and sales related to Carvana (CVNA). He converted 125,000 Class A Units into 100,000 Class A shares under an exchange agreement and sold those 100,000 Class A shares in multiple transactions on 08/07/2025 pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024. The sales were reported at weighted-average prices across batches ranging from $352.6209 to $367.6728, leaving zero Class A shares directly held by Mr. Garcia. He continues to hold substantial Class B positions directly and through ECG II SPE, LLC.

Positive

• Conversion disclosed: 125,000 Class A Units were converted into 100,000 Class A shares per the Exchange Agreement
• Planned execution: Sales were effected under a Rule 10b5-1 trading plan, providing a pre-arranged framework and regulatory disclosure
• Control retained: Mr. Garcia continues to hold substantial Class B positions directly and through ECG II SPE, LLC, preserving voting concentration

Negative

• Complete divestiture of converted Class A shares: All 100,000 converted Class A shares were sold, leaving zero Class A shares directly held by Ernest C. Garcia II
• Large block of convertible units remain with related entity: ECG II SPE, LLC is reported as owning 8,000,000 Class A Units that are exchangeable under the Exchange Agreement, indicating additional exchangeable interests linked to the reporting parties

Insights

Securities Analyst

TL;DR: Conversion followed by full sale of the converted Class A shares via a pre-arranged 10b5-1 plan; founder retains voting control.

The filing shows a conversion of 125,000 Class A Units into 100,000 Class A shares, immediately followed by sales of all 100,000 shares in multiple transactions executed under a Rule 10b5-1 plan. The sales were reported at weighted-average prices per batch between $352.6209 and $367.6728. Although the economic exposure to publicly traded Class A stock was reduced to zero for Mr. Garcia, the filing also documents continued large Class B holdings held directly and via ECG II SPE, LLC, preserving concentrated voting power.

Corporate Governance Expert

TL;DR: Planned liquidity move by a controlling insider; transparency via Form 4 and 10b5-1 disclosure is notable.

The transactions were disclosed clearly: conversion of units under the Exchange Agreement and sales effected under a Rule 10b5-1 trading plan adopted December 13, 2024. The report clarifies ownership lines, including indirect holdings through ECG II SPE, LLC. From a governance perspective, the filing documents liquidity actions while confirming that control via Class B shareholdings remains concentrated.

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)
08/07/2025

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	08/07/2025		C		100,000	A	(1)	100,000	D
Class A Common Stock	08/07/2025		S(2)		1,469	D	$352.6209(3)(4)	98,531	D
Class A Common Stock	08/07/2025		S(2)		4,530	D	$353.5066(3)(4)	94,001	D
Class A Common Stock	08/07/2025		S(2)		4,731	D	$354.444(3)(4)	89,270	D
Class A Common Stock	08/07/2025		S(2)		13,204	D	$355.4391(3)(4)	76,066	D
Class A Common Stock	08/07/2025		S(2)		6,036	D	$356.2653(3)(4)	70,030	D
Class A Common Stock	08/07/2025		S(2)		2,430	D	$357.3966(3)(4)	67,600	D
Class A Common Stock	08/07/2025		S(2)		4,855	D	$358.528(3)(4)	62,745	D
Class A Common Stock	08/07/2025		S(2)		5,647	D	$359.4163(3)(4)	57,098	D
Class A Common Stock	08/07/2025		S(2)		6,930	D	$360.6798(3)(4)	50,168	D
Class A Common Stock	08/07/2025		S(2)		26,186	D	$361.5093(3)(4)	23,982	D
Class A Common Stock	08/07/2025		S(2)		10,482	D	$362.4417(3)(4)	13,500	D
Class A Common Stock	08/07/2025		S(2)		8,100	D	$363.5722(3)(4)	5,400	D
Class A Common Stock	08/07/2025		S(2)		2,713	D	$364.3689(3)(4)	2,687	D
Class A Common Stock	08/07/2025		S(2)		700	D	$365.6814(3)(4)	1,987	D
Class A Common Stock	08/07/2025		S(2)		1,440	D	$366.8857(3)(4)	547	D
Class A Common Stock	08/07/2025		S(2)		547	D	$367.6728(3)(4)	0	D
Class B Common Stock	08/07/2025		J		100,000	D	(5)	34,742,792	D
Class B Common Stock								8,000,000	I	ECG II SPE, LLC(6)

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)	08/07/2025		C			125,000	(1)	(1)	Class A Common Stock	100,000	$0	43,428,489	D
Class A Units	(7)							(7)	(7)	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. 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. Prices reported in Column 4 are weighted average prices. Shares sold in multiple transactions at prices ranging from $351.94-$352.8825, inclusive (weighted $352.6209); $352.94-$353.92, inclusive (weighted $353.5066); $353.95-$354.94, inclusive (weighted $354.444); $354.97-$355.96, inclusive (weighted $355.4391); $355.97-$356.92, inclusive (weighted $356.2653); $356.99-$357.88, inclusive (weighted $357.3966); $357.99-$358.93, inclusive (weighted $358.528); $358.995-$359.94, inclusive (weighted $359.4163); $360.02-$361.01, inclusive (weighted $360.6798); $361.02-$362.005, inclusive (weighted $361.5093); $362.02-$363.01, inclusive (weighted $362.4417); $363.05-$364.00, inclusive (weighted $363.5722); $364.07-$364.86, inclusive (weighted $364.3689); $365.29-$366.04, inclusive (weighted $365.6814); $366.45-$367.22, inclusive (weighted $366.8857); and $367.46-$367.88, inclusive (weighted $367.6728), 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. 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. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.

7. 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	08/08/2025
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	08/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

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

The Form 4 reports conversion of 125,000 Class A Units into 100,000 Class A shares, followed by the sale of those 100,000 Class A shares under a Rule 10b5-1 trading plan.

How many Class A shares were sold and at what prices?

A total of 100,000 Class A shares were sold in multiple transactions on 08/07/2025 at reported weighted-average prices by batch ranging from $352.6209 to $367.6728.

Does Mr. Garcia retain any Class A or Class B shares after the transactions?

According to the filing, Mr. Garcia holds zero Class A shares directly after the sales and continues to hold substantial Class B shares directly; ECG II SPE, LLC also holds significant Class B and unit interests.

Were the sales part of a pre-existing plan?

Yes. 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.

How many Class A Units were converted in this filing?

The filing reports conversion of 125,000 Class A Units into 100,000 Class A shares under the Exchange Agreement.

Who else is listed as a reporting person on the Form 4?

ECG II SPE, LLC is listed as a reporting person and is indicated as an entity owned and controlled by Mr. Garcia in the filing.