Carvana Insider Garcia Liquidates 100k Class A Shares; Retains Voting Control

Rhea-AI Filing Summary

Carvana Co. (CVNA) – Form 4 filed 08/06/2025

10% owner Ernest C. Garcia II and his wholly-owned entity ECG II SPE, LLC reported the conversion of 100,000 Class A units of Carvana Group into an equal number of Class A common shares on 08/05/2025 under the 2017 Exchange Agreement. Immediately after conversion, all 100,000 Class A shares were sold pursuant to a Rule 10b5-1 trading plan adopted 12/13/2024. Sales were executed in 21 separate blocks at weighted-average prices ranging from $346.89 to $368.62, reducing the reporting person’s direct Class A share balance to zero.

In connection with the exchange, 100,000 Class B shares were cancelled for no consideration, leaving Garcia with 34.94 million Class B shares held directly and an additional 8 million Class B shares (plus 8 million exchangeable units) held indirectly through ECG II SPE, LLC. Voting control remains substantial. No derivative securities were exercised other than the exchanged units.

No other transactions, option grants, or earnings-related disclosures were included.

Positive

• None.

Negative

• Insider sale: 10% owner Ernest C. Garcia II sold 100,000 Class A shares on 08/05/25 at weighted-average prices of $346.89–$368.62, eliminating his direct Class A holding.
• Voting share reduction: The associated cancellation of 100,000 Class B shares marginally lowers insider voting power, though control remains overwhelming.

Insights

Securities Analyst

TL;DR: Major insider sells 100k shares, but within 10b5-1 plan; voting power largely intact.

The filing shows Garcia converting 100k units and liquidating the resulting Class A shares for ≈$35–37 million in gross proceeds. Although the disposal represents only ~0.2 % of his total economic exposure (given 43.7 M super-voting Class B shares/units), public-float supply increases and may pressure the stock near-term. Use of a pre-arranged 10b5-1 plan tempers governance concerns, yet repeated sales could signal limited near-term insider confidence. Overall impact is mildly negative for sentiment but immaterial to long-term control structure.

Corporate Governance Expert

TL;DR: Insider liquidity event; dual-class power unchanged.

The conversion reduced Class B count by 100k, a drop of <0.3 % in Garcia’s super-voting stake, leaving his governance dominance intact. Rule 10b5-1 adherence mitigates liability risk. Investors should monitor future exchanges because ongoing conversions gradually shift high-vote Class B into low-vote Class A, slightly improving shareholder democracy over time. For now, governance posture is status-quo; market perception may lean negative due to insider selling 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)
08/05/2025

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	08/05/2025		C		100,000	A	(1)	100,000	D
Class A Common Stock	08/05/2025		S(2)		3,412	D	$346.8938(3)(4)	96,588	D
Class A Common Stock	08/05/2025		S(2)		3,143	D	$347.8007(3)(4)	93,445	D
Class A Common Stock	08/05/2025		S(2)		8,004	D	$348.7958(3)(4)	85,441	D
Class A Common Stock	08/05/2025		S(2)		4,975	D	$349.5925(3)(4)	80,466	D
Class A Common Stock	08/05/2025		S(2)		3,892	D	$350.6974(3)(4)	76,574	D
Class A Common Stock	08/05/2025		S(2)		3,734	D	$351.6709(3)(4)	72,840	D
Class A Common Stock	08/05/2025		S(2)		2,305	D	$352.7695(3)(4)	70,535	D
Class A Common Stock	08/05/2025		S(2)		1,358	D	$353.7458(3)(4)	69,177	D
Class A Common Stock	08/05/2025		S(2)		887	D	$355.0008(3)(4)	68,290	D
Class A Common Stock	08/05/2025		S(2)		1,891	D	$355.8493(3)(4)	66,399	D
Class A Common Stock	08/05/2025		S(2)		2,184	D	$356.8242(3)(4)	64,215	D
Class A Common Stock	08/05/2025		S(2)		2,088	D	$357.7972(5)	62,127	D
Class A Common Stock	08/05/2025		S(2)		3	D	$358.9867(5)	62,124	D
Class A Common Stock	08/05/2025		S(2)		302	D	$361.0497(5)	61,822	D
Class A Common Stock	08/05/2025		S(2)		459	D	$362.2238(5)	61,363	D
Class A Common Stock	08/05/2025		S(2)		12,121	D	$363.7618(5)	49,242	D
Class A Common Stock	08/05/2025		S(2)		8,648	D	$364.5407(5)	40,594	D
Class A Common Stock	08/05/2025		S(2)		16,867	D	$365.7908(5)	23,727	D
Class A Common Stock	08/05/2025		S(2)		12,167	D	$366.6938(5)	11,560	D
Class A Common Stock	08/05/2025		S(2)		5,947	D	$367.8985(5)	5,613	D
Class A Common Stock	08/05/2025		S(2)		5,613	D	$368.6178(5)	0	D
Class B Common Stock	08/05/2025		J		100,000	D	(6)	34,942,792	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	(1)	08/05/2025		C			125,000	(1)	(1)	Class A Common Stock	100,000	$0	43,678,489	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. 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 $346.28-$347.26, inclusive (weighted average of $346.8938); $347.28-$348.27, inclusive (weighted average of $347.8007); $348.285-$349.275, inclusive (weighted average of $348.7958); $349.29-$350.26, inclusive (weighted average of $349.5925); $350.29-$351.255, inclusive (weighted average of $350.6974); $351.30-$352.29, inclusive (weighted average of $351.6709); $352.30-$353.225, inclusive (weighted average of $352.7695); $353.36-$354.31, inclusive (weighted average of $353.7458); $354.37-$355.285, inclusive (weighted average of $355.0008); $355.39-$356.365, inclusive (weighted average of $355.8493); and $356.41-$357.375, inclusive (weighted average of $356.8242), 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 $357.46-$358.355, inclusive (weighted average of $357.7972); $358.98-$358.99, inclusive (weighted average of $358.9867); $360.68-$361.335, inclusive (weighted average of $361.0497); $361.785-$362.665, inclusive (weighted average of $362.2238); $363.195-$364.17, inclusive (weighted average of $363.7618); $364.20-$365.18, inclusive (weighted average of $364.5407); $365.25-$366.24, inclusive (weighted average of $365.7908); $366.25-$367.215, inclusive (weighted average of $366.6938); $367.29-$368.285, inclusive (weighted average of $367.8985); and $368.31-$369.16, inclusive (weighted average of $368.6178), 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	08/06/2025
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	08/06/2025
	** 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 sold 100,000 Class A common shares on 08/05/2025.

At what prices were the CVNA shares sold?

Weighted-average sale prices ranged between $346.89 and $368.62 per share.

Was the insider sale part of a 10b5-1 trading plan?

Yes. The transactions were executed under a Rule 10b5-1 plan adopted on 12/13/2024.

How many voting Class B shares does Garcia still own after the transaction?

He retains 34.94 million Class B shares directly and 8 million indirectly through ECG II SPE, LLC.

Did the filing include any option grants or other derivative activity?

Aside from the conversion of Class A units, no new derivative securities were granted or exercised.