Carvana Form 4: Garcia Converts & Sells 100k Class A Shares at ~$350
Rhea-AI Filing Summary
Carvana Co. (CVNA) – Form 4 filing dated 07/09/2025
10% owner Ernest C. Garcia II reported a conversion of 100,000 Class A units of Carvana Group, LLC into an equal number of Class A common shares on 07/07/2025, pursuant to the 2017 Exchange Agreement. Immediately after conversion, he sold the entire 100,000 Class A shares through multiple trades executed under a Rule 10b5-1 plan adopted on 12/13/2024. Weighted-average sale prices ranged from $347.11 to $354.96, implying gross proceeds of roughly $35 million.
Following the transactions, Garcia’s direct Class A share count fell to zero. He continues to hold substantial voting control through 36,537,346 Class B shares directly and 8,000,000 Class B shares indirectly via ECG II SPE, LLC. In addition, derivative holdings include 45,671,681 Class A units directly and 10,000,000 units indirectly, each exchangeable into Class A shares at a 0.8:1 ratio.
The filing signals a modest reduction in the owner’s liquid Class A position but leaves his overall economic and voting stake largely intact.
Positive
- Conversion of Class A units increases freely tradable float, potentially improving liquidity.
- Rule 10b5-1 plan disclosure reduces concern over opportunistic timing, signalling procedural compliance.
Negative
- Insider sale of 100,000 Class A shares (~$35 m) may be viewed as modestly bearish for near-term sentiment.
Insights
TL;DR Routine 100k-share sale (~$35 m) by 10% owner under 10b5-1; negligible versus >44 m Class B/units retained.
Garcia’s disposition represents ≈0.3 % of his voting equity. Because trades were executed under a pre-arranged plan, the signal value is muted. Nonetheless, liquid Class A float increases by 100,000 shares, marginally adding supply at ~$350. Ongoing control is unchanged due to the dual-class structure and large Class B holdings. I classify the filing as neutral-to-slightly negative for sentiment: insider is monetising a small stake at elevated prices but remains heavily invested.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Class A Units | 125,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 100,000 | $0.00 | -- |
| Sale | Class A Common Stock | 7,048 | $347.1072 | $2.45M |
| Sale | Class A Common Stock | 5,388 | $348.055 | $1.88M |
| Sale | Class A Common Stock | 6,980 | $349.2381 | $2.44M |
| Sale | Class A Common Stock | 32,446 | $350.2469 | $11.36M |
| Sale | Class A Common Stock | 19,298 | $351.108 | $6.78M |
| Sale | Class A Common Stock | 21,682 | $352.1237 | $7.63M |
| Sale | Class A Common Stock | 4,939 | $353.0438 | $1.74M |
| Sale | Class A Common Stock | 1,940 | $354.0027 | $687K |
| Sale | Class A Common Stock | 279 | $354.9616 | $99K |
| Other | Class B Common Stock | 100,000 | $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 $346.63-$347.44, inclusive (weighted average of $347.1072); $347.66-$348.65, inclusive (weighted average of $348.055); $348.67-$349.635, inclusive (weighted average of $349.2381); $349.67-$350.66, inclusive (weighted average of $350.2469); $350.67-$351.66, inclusive (weighted average of $351.108); $351.67-$352.66, inclusive (weighted average of $352.1237); $352.70-$353.61, inclusive (weighted average of $353.0438); $353.73-$354.375, inclusive (weighted average of $354.0027); and $354.83-$355.19, inclusive (weighted average of $354.9616), 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.
