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

Securities Analyst

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.

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)
07/07/2025

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	07/07/2025		C		100,000	A	(1)	100,000	D
Class A Common Stock	07/07/2025		S(2)		7,048	D	$347.1072(3)	92,952	D
Class A Common Stock	07/07/2025		S(2)		5,388	D	$348.055(3)	87,564	D
Class A Common Stock	07/07/2025		S(2)		6,980	D	$349.2381(3)	80,584	D
Class A Common Stock	07/07/2025		S(2)		32,446	D	$350.2469(3)	48,138	D
Class A Common Stock	07/07/2025		S(2)		19,298	D	$351.108(3)	28,840	D
Class A Common Stock	07/07/2025		S(2)		21,682	D	$352.1237(3)	7,158	D
Class A Common Stock	07/07/2025		S(2)		4,939	D	$353.0438(3)	2,219	D
Class A Common Stock	07/07/2025		S(2)		1,940	D	$354.0027(3)	279	D
Class A Common Stock	07/07/2025		S(2)		279	D	$354.9616(3)	0	D
Class B Common Stock	07/07/2025		J		100,000	D	(4)	36,537,346	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)	07/07/2025		C			125,000	(1)	(1)	Class A Common Stock	100,000	$0	45,671,681	D
Class A Units	$0							(6)	(6)	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 $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.

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	07/09/2025
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	07/09/2025
	** Signature of Reporting Person	Date
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FAQ

How many Carvana (CVNA) shares did Ernest C. Garcia II sell?

He disposed of 100,000 Class A common shares on 07/07/2025.

At what prices were the CVNA shares sold?

Weighted-average prices ranged from $347.11 to $354.96 per share across nine trade buckets.

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

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

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

He retains 36,537,346 Class B shares directly and 8,000,000 indirectly through ECG II SPE, LLC.

What derivative holdings remain outstanding for the reporting person?

Garcia holds 45,671,681 Class A units directly and 10,000,000 Class A units indirectly, exchangeable into Class A shares.