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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class A Units | 118,859 | $0.00 | -- |
| Conversion | Class A Common Stock | 95,087 | $0.00 | -- |
| Sale | Class A Common Stock | 1,362 | $344.3296 | $469K |
| Sale | Class A Common Stock | 4,652 | $345.5376 | $1.61M |
| Sale | Class A Common Stock | 6,566 | $346.3018 | $2.27M |
| Sale | Class A Common Stock | 10,276 | $347.4381 | $3.57M |
| Sale | Class A Common Stock | 10,658 | $348.5012 | $3.71M |
| Sale | Class A Common Stock | 8,316 | $349.3626 | $2.91M |
| Sale | Class A Common Stock | 51,759 | $350.2334 | $18.13M |
| Sale | Class A Common Stock | 1,498 | $351.0997 | $526K |
| Other | Class B Common Stock | 95,087 | $0.00 | -- |
| holding | Class A Units | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Footnotes (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"). 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. 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. 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. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls. These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
