CVNA Form 4: Garcia converts units and executes 10b5-1 sales on Aug 13, 2025

Rhea-AI Filing Summary

Ernest C. Garcia II converted 118,859 Class A Units of Carvana Group, LLC into 95,087 Class A common shares pursuant to the Exchange Agreement and, pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024, sold Class A shares in multiple transactions on August 13, 2025 at weighted-average prices reported across several price bands from approximately $343.84 to $351.44. The Form 4 shows the conversion and a series of sales that, per the filing, result in 0 Class A shares held directly by Mr. Garcia following the reported transactions and 34,442,317 Class B shares held directly. The filing also discloses that ECG II SPE, LLC, an entity Mr. Garcia wholly owns and controls, directly owns Class A Units exchangeable into Class A shares and is reported as owning 8,000,000 Class A shares indirectly.

Positive

• Use of a documented Rule 10b5-1 trading plan indicates the sales were pre-established and not ad hoc.
• Conversion mechanics disclosed under the Exchange Agreement are clearly explained in the filing.

Negative

• Substantial sales of Class A shares by a director resulted in 0 direct Class A shares held by the reporting person after the transactions.
• Large insider disposition could be perceived negatively by some investors given the scale of shares sold.

Insights

Securities Analyst

TL;DR: Insider converted units and sold converted Class A shares under a 10b5-1 plan; direct Class A holdings reduced to zero while large Class B holdings remain.

The filing documents a routine conversion of Carvana Group Class A Units into Class A common stock and contemporaneous sales executed under a pre-established Rule 10b5-1 plan. The sales occurred across multiple price ranges with weighted-average prices disclosed, indicating systematic disposition rather than one-off transactions. Post-transaction, Garcia holds no Class A shares directly but retains substantial Class B ownership, and ECG II SPE, LLC retains indirect interests. For investors this shows liquidity actions by a founder while maintaining control via Class B shares.

Corporate Governance Expert

TL;DR: The report shows structured insider selling with conversion mechanics and maintained control via Class B ownership.

This Form 4 cleanly explains the mechanics: conversion under a standing Exchange Agreement, cancellation of corresponding Class B shares for no consideration where applicable, and sales per a documented 10b5-1 plan adopted December 13, 2024. The filing identifies ECG II SPE, LLC as a wholly owned vehicle that holds exchangeable units and indirect Class A exposure. From a governance perspective, the filer reduced direct economic exposure in Class A while preserving voting/ownership concentration through Class B holdings, consistent with staggered liquidity by insiders.

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)
08/13/2025

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	08/13/2025		C		95,087	A	(1)	95,087	D
Class A Common Stock	08/13/2025		S(2)		1,362	D	$344.3296(3)	93,725	D
Class A Common Stock	08/13/2025		S(2)		4,652	D	$345.5376(3)	89,073	D
Class A Common Stock	08/13/2025		S(2)		6,566	D	$346.3018(3)	82,507	D
Class A Common Stock	08/13/2025		S(2)		10,276	D	$347.4381(3)	72,231	D
Class A Common Stock	08/13/2025		S(2)		10,658	D	$348.5012(3)	61,573	D
Class A Common Stock	08/13/2025		S(2)		8,316	D	$349.3626(3)	53,257	D
Class A Common Stock	08/13/2025		S(2)		51,759	D	$350.2334(3)	1,498	D
Class A Common Stock	08/13/2025		S(2)		1,498	D	$351.0997(3)	0	D
Class B Common Stock	08/13/2025		J		95,087	D	(4)	34,442,317	D
Class B Common Stock								8,000,000	I	ECG II SPE, LLC(5)

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)	08/13/2025		C			118,859	(1)	(1)	Class A Common Stock	95,087	$0	43,052,895	D
Class A Units	(6)							(6)	(6)	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 $343.84-$344.77, inclusive (weighted average of $344.3296); $344.91-$345.87, inclusive (weighted average of $345.5376); $345.91-$346.90, inclusive (weighted average of $346.3018);$346.91-$347.90, inclusive (weighted average of $347.4381); $347.91-$348.90, inclusive (weighted average of $348.5012); $348.92-$349.91, inclusive (weighted average of $349.3626); $349.92-$350.89, inclusive (weighted average of $350.2334); and $350.94-$351.44, inclusive (weighted average of $351.0997), 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. 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.

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

6. 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	08/14/2025
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	08/14/2025
	** Signature of Reporting Person	Date
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FAQ

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

The filing reports the conversion of 118,859 Class A Units into 95,087 Class A shares and multiple sales of Class A shares executed on 08/13/2025 under a 10b5-1 trading plan.

How many Class A shares did Garcia hold directly after the reported transactions?

The Form 4 indicates he held 0 Class A shares directly following the reported transactions.

Did the filing disclose prices for the sales?

Yes. The filing provides weighted-average prices and ranges for the sales, with ranges approximately $343.84–$351.44 and weighted-average prices reported for each band.

What Class B or other holdings are reported?

The filing shows Mr. Garcia directly held 34,442,317 Class B shares following the transactions and that ECG II SPE, LLC (wholly owned by Mr. Garcia) owns certain Class A Units and is reported as holding 8,000,000 Class A shares indirectly.

Were the sales discretionary or pre-planned?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024, as stated in the filing.