Carvana Insider Garcia Trims Stake, Cancels 100k Class B Shares

Rhea-AI Filing Summary

Carvana Co. (CVNA) – Form 4 insider activity. On 29 & 30 Jul 2025, 10 % owner/director Ernest C. Garcia II exchanged a total of 100,000 Class A Units of Carvana Group for 100,000 Class A shares under the 2017 Exchange Agreement.

Immediately after each conversion, he sold the full 50,000-share blocks (aggregate 100,000 shares) through a Rule 10b5-1 trading plan at weighted-average prices ranging from $329.32 to $344.40, realising roughly $33-34 million in gross proceeds. His direct Class A share balance fell back to zero after the transactions.

The conversions required cancellation of 100,000 Class B super-voting shares, trimming Garcia’s Class B holdings from 35.39 million to 35.34 million. He still controls 8.0 million Class B shares and 10 million exchangeable Class A Units through ECG II SPE, LLC, plus 44.18 million Class A Units held directly.

Key takeaway: Large, pre-planned insider sales monetise ~$33 m of stock but do not meaningfully alter Garcia’s overall economic or voting position.

Positive

• Rule 10b5-1 plan indicates transactions were scheduled in advance, reducing concerns about opportunistic trading.
• Cancellation of 100,000 Class B super-voting shares modestly narrows dual-class voting gap.

Negative

• Insider sold 100,000 Class A shares (~$33 m), which can be perceived as a bearish signal.
• Direct Class A ownership fell to zero, highlighting continued reduction in economic exposure.

Insights

Securities Analyst

TL;DR: 10% owner liquidates 100k shares (~$33 m); plan-based, but selling pressure may weigh on sentiment.

The filings show back-to-back conversions of Class A Units followed by immediate open-market sales, effectively transferring liquidity from the company’s dual-class structure to cash. Although executed under a 10b5-1 plan, the sheer size—about 0.9 % of Class A float—can be viewed as mildly bearish, signalling the insider’s willingness to reduce exposure at all-time-high prices. Voting control remains intact because only low-vote Class A stock was sold, while Class B super-votes were proportionately cancelled. Impact on share-count dilution is negligible; however, recurring sales could create overhang.

Corporate Governance Specialist

TL;DR: Dual-class unwind modestly improves governance; cancellation of 100k Class B shares is incrementally positive.

Each unit-to-share exchange required a 1-for-1 cancellation of high-vote Class B shares, marginally reducing the voting power disparity between insiders and public shareholders. While the absolute reduction (-0.3 %) is minor, it moves governance in the right direction. Continual conversions over time could gradually shrink the control premium. Still, Garcia’s aggregate voting stake remains dominant, so structural governance risk persists.

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)
07/29/2025

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	07/29/2025		C		50,000	A	(1)	50,000	D
Class A Common Stock	07/29/2025		S(2)		2,690	D	$333.2278(3)(4)	47,310	D
Class A Common Stock	07/29/2025		S(2)		2,678	D	$334.7404(3)(4)	44,632	D
Class A Common Stock	07/29/2025		S(2)		3,865	D	$335.5414(3)(4)	40,767	D
Class A Common Stock	07/29/2025		S(2)		7,770	D	$336.5342(3)(4)	32,997	D
Class A Common Stock	07/29/2025		S(2)		3,295	D	$337.4675(3)(4)	29,702	D
Class A Common Stock	07/29/2025		S(2)		5,351	D	$338.609(3)(4)	24,351	D
Class A Common Stock	07/29/2025		S(2)		7,871	D	$339.5392(3)(4)	16,480	D
Class A Common Stock	07/29/2025		S(2)		3,847	D	$340.5777(3)(4)	12,633	D
Class A Common Stock	07/29/2025		S(2)		4,220	D	$341.6708(3)(4)	8,413	D
Class A Common Stock	07/29/2025		S(2)		6,169	D	$342.5874(3)(4)	2,244	D
Class A Common Stock	07/29/2025		S(2)		2,009	D	$343.6078(3)(4)	235	D
Class A Common Stock	07/29/2025		S(2)		235	D	$344.403(3)(4)	0	D
Class A Common Stock	07/30/2025		C		50,000	A	(1)	50,000	D
Class A Common Stock	07/30/2025		S(2)		7,123	D	$329.3204(5)	42,877	D
Class A Common Stock	07/30/2025		S(2)		10,088	D	$330.5014(5)	32,789	D
Class A Common Stock	07/30/2025		S(2)		10,321	D	$331.4504(5)	22,468	D
Class A Common Stock	07/30/2025		S(2)		4,327	D	$332.3918(5)	18,141	D
Class A Common Stock	07/30/2025		S(2)		6,102	D	$333.3148(5)	12,039	D
Class A Common Stock	07/30/2025		S(2)		5,004	D	$334.6124(5)	7,035	D
Class A Common Stock	07/30/2025		S(2)		4,312	D	$335.4864(5)	2,723	D
Class A Common Stock	07/30/2025		S(2)		1,997	D	$336.3562(5)	726	D
Class A Common Stock	07/30/2025		S(2)		726	D	$337.6118(5)	0	D
Class B Common Stock	07/29/2025		J		50,000	D	(6)	35,392,792	D
Class B Common Stock	07/30/2025		J		50,000	D	(6)	35,342,792	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)	07/29/2025		C			62,500	(1)	(1)	Class A Common Stock	50,000	$0	44,240,989	D
Class A Units	(1)	07/30/2025		C			62,500	(1)	(1)	Class A Common Stock	50,000	$0	44,178,489	D
Class A Units	$0							(8)	(8)	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 $332.9675-$333.81, inclusive (weighted average of $333.2278); $333.985-$334.98, inclusive (weighted average of $334.7404); $334.985-$335.95, inclusive (weighted average of $335.5414); $335.99-$336.98, inclusive (weighted average of $336.5342); $337.05-$338.02, inclusive (weighted average of $337.4675); $338.05-$339.045, inclusive (weighted average of $338.609); $339.095-$340.0925, inclusive (weighted average of $339.5392); $340.105-$341.00, inclusive (weighted average of $340.5777); $341.205-$342.185, inclusive (weighted average of $341.6708); $342.21-$343.19, inclusive (weighted average of $342.5874); $343.22-$343.84, inclusive (weighted average of $343.6078); and $344.40-$344.42, inclusive (weighted average of $344.403), 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 $328.76-$329.71, inclusive (weighted average of $329.3204); $330.00-$330.99, inclusive (weighted average of $330.5014); $331.00-$331.97, inclusive (weighted average of $331.4504); $332.00-$332.89, inclusive (weighted average of $332.3918); $333.00-$333.91, inclusive (weighted average of $333.3148); $334.02-$334.99, inclusive (weighted average of $334.6124); $335.105-$336.10, inclusive (weighted average of $335.4864); $336.1075-$337.04, inclusive (weighted average of $336.3562); and $337.18-$337.98, inclusive (weighted average of $337.6118), 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	07/31/2025
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	07/31/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

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

He sold 100,000 Class A shares on 29-30 Jul 2025 under a Rule 10b5-1 plan.

What was the average sale price of the CVNA shares?

Weighted-average prices ranged from $329.32 to $344.40 per share.

Did the insider’s voting control change after the transactions?

Voting power declined marginally as 100,000 Class B shares were cancelled, but Garcia still holds over 35 million Class B shares.

Were these sales part of a pre-arranged trading plan?

Yes, the transactions were executed under a Rule 10b5-1 plan adopted on 13 Dec 2024.

How many Class A Units remain exchangeable by the insider?

Garcia directly holds 44.18 million Class A Units and ECG II SPE, LLC holds an additional 10 million.