[Form 4] Carvana Co. Insider Trading Activity

Rhea-AI Filing Summary

Carvana (CVNA) Form 4 – insider activity

• Founder and 10%+ owner Ernest C. Garcia II exchanged 50,000 Class A units for Class A shares on 7/25/25 and another 50,000 on 7/28/25.
• All 100,000 newly issued Class A shares were immediately sold under a Rule 10b5-1 plan in 13 tranches at weighted-average prices of roughly $333-$339, generating ≈ $33 million in gross proceeds.
• Each exchange triggered a one-for-one cancellation of Class B super-voting shares; Garcia’s direct Class B stake falls from 35.59 m to 35.44 m.

Post-transaction ownership

• Class A common: 0 shares held directly.
• Class B common: 35.44 m direct & 8.0 m indirect via ECG II SPE.
• Exchangeable Class A units: 44.30 m direct & 10.0 m indirect.

The sales provide liquidity to the founder and slightly reduce super-voting concentration, but they also represent sizable insider selling at elevated price levels, which some investors may view as a bearish signal. Garcia retains a controlling economic and voting interest.

Insights

Securities Analyst

TL;DR 100 k shares sold (~$33 m) by founder; marginal governance improvement, but net market signal skews negative.

The transactions are structured exchanges followed by market sales, so there is no net new issuance pressure. However, disposing of 100 k shares within two trading days is material (~0.9 % of public float) and occurs near historic highs, which can dampen sentiment. Although executed under a 10b5-1 plan, the rapid turnover from conversion to sale suggests the primary intent is cash generation rather than portfolio rebalancing. Voting control remains intact; thus, strategic direction is unaffected. Overall share-price impact: modestly negative.

Corporate Governance Expert

TL;DR Cancellation of 100 k Class B shares slightly improves one-share/one-vote alignment; impact neutral to positive.

Each conversion cancels an equivalent number of Class B super-voting shares, marginally reducing dual-class imbalance. While a drop of 0.28 % in Class B stock is small, it moves the structure toward eventual unification. Combined with transparent 10b5-1 execution, the governance optics are acceptable. Still, the founder retains overwhelming control, so investor influence remains limited.

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).

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)
07/25/2025

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	07/25/2025		C		50,000	A	(1)	50,000	D
Class A Common Stock	07/25/2025		S(2)		14,867	D	$332.9508(3)	35,133	D
Class A Common Stock	07/25/2025		S(2)		7,100	D	$334.0362(3)	28,033	D
Class A Common Stock	07/25/2025		S(2)		5,038	D	$335.1684(3)	22,995	D
Class A Common Stock	07/25/2025		S(2)		12,766	D	$336.2512(3)	10,229	D
Class A Common Stock	07/25/2025		S(2)		573	D	$337.2929(3)	9,656	D
Class A Common Stock	07/25/2025		S(2)		6,756	D	$338.4828(3)	2,900	D
Class A Common Stock	07/25/2025		S(2)		2,900	D	$339.3524(3)	0	D
Class A Common Stock	07/28/2025		C		50,000	A	(1)	50,000	D
Class A Common Stock	07/28/2025		S(2)		10,243	D	$333.7178(4)	39,757	D
Class A Common Stock	07/28/2025		S(2)		10,732	D	$334.7198(4)	29,025	D
Class A Common Stock	07/28/2025		S(2)		12,348	D	$335.8814(4)	16,677	D
Class A Common Stock	07/28/2025		S(2)		8,242	D	$336.7279(4)	8,435	D
Class A Common Stock	07/28/2025		S(2)		6,910	D	$337.7101(4)	1,525	D
Class A Common Stock	07/28/2025		S(2)		1,525	D	$338.4461(4)	0	D
Class B Common Stock	07/25/2025		J		50,000	D	(5)	35,492,792	D
Class B Common Stock	07/28/2025		J		50,000	D	(5)	35,442,792	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)	07/25/2025		C			62,500	(1)	(1)	Class A Common Stock	50,000	$0	44,365,989	D
Class A Units	(1)	07/28/2025		C			62,500	(1)	(1)	Class A Common Stock	50,000	$0	44,303,489	D
Class A Units	$0							(7)	(7)	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 $332.595-$333.59, inclusive (weighted average of $332.9508); $333.60-$334.50, inclusive (weighted average of $334.0362); $334.60-$335.595, inclusive (weighted average of $335.1684); $335.77-$336.745, inclusive (weighted average of $336.2512); $336.81-$337.54, inclusive (weighted average of $337.2929); $337.835-$338.675, inclusive (weighted average of $338.4828); and $339.295-$339.545, inclusive (weighted average of $339.3524), 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.

4. Prices reported in Column 4 are weighted average prices. Shares were sold in multiple transactions at prices ranging from $333.245-$334.19, inclusive (weighted average of $333.7178); $334.26-$335.25, inclusive (weighted average of $334.7198); $335.28-$336.27, inclusive (weighted average of $335.8814); $336.28-$337.225, inclusive (weighted average of $336.7279); $337.32-$338.29, inclusive (weighted average of $337.7101); and $338.40-$338.455, inclusive (weighted average of $338.4461), respectively. The reporting person undertakes to provide to the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within 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	07/29/2025
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	07/29/2025
	** Signature of Reporting Person	Date
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