Ernest C. Garcia II converts units and executes Rule 10b5-1 sales of CVNA Class A stock

Rhea-AI Filing Summary

Ernest C. Garcia II reported conversions and systematic sales of Carvana Co. (CVNA) stock on 08/12/2025. He converted 103,610 Class A Units of Carvana Group, LLC into 82,888 Class A shares under the April 27, 2017 Exchange Agreement and, on the same date, sold those Class A shares in a series of transactions under a Rule 10b5-1 trading plan adopted December 13, 2024.

The Form 4 shows incremental sales at weighted-average prices ranging from about $335.40 to $354.17, with the reported Class A beneficial ownership declining to 0 shares. The filing also reports ownership of 34,537,404 Class B shares directly by Mr. Garcia and 8,000,000 Class B shares indirectly owned by ECG II SPE, LLC.

Positive

• Conversion executed under the Exchange Agreement converting 103,610 Class A Units into 82,888 Class A shares
• Sales were executed pursuant to a Rule 10b5-1 trading plan, providing an affirmative defense and signaling preplanned disposition
• Filing discloses detailed weighted-average sale prices across multiple price ranges ($335.40 to $354.17), offering transparency

Negative

• Reported direct Class A beneficial ownership reduced to 0 shares following the conversions and sales
• Material disposals of Class A shares occurred on 08/12/2025 (multiple transactions totaling the converted amount)

Insights

Securities Analyst

TL;DR: Large, preplanned insider sale reduced direct Class A holdings to zero while substantial Class B holdings remain.

These transactions reflect a conversion of Class A Units to Class A shares followed immediately by multiple sales executed pursuant to a Rule 10b5-1 plan. The sales were completed at weighted-average prices reported in the filing across price ranges from approximately $335.40 to $354.17. From an investor-monitoring perspective, the activity is material in magnitude because it eliminates Mr. Garcia's direct Class A position, but the filing also shows continued concentrated ownership in Class B shares held directly and indirectly.

Corporate Governance Expert

TL;DR: Transactions appear to follow contractual exchange rights and a documented trading plan, reducing Class A exposure while maintaining voting-class positions.

The conversion is explicitly tied to the Exchange Agreement and the sales are identified as executed under a Rule 10b5-1 plan adopted December 13, 2024, which supports the affirmative defense for scheduled insider trades. The Form 4 discloses the post-transaction direct ownership counts for both Class A and Class B shares and identifies ECG II SPE, LLC as an indirect holder for certain Class B shares, providing transparency on control and ownership structure.

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)
08/12/2025

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	08/12/2025		C		82,888	A	(1)	82,888	D
Class A Common Stock	08/12/2025		S(2)		100	D	$335.4003(3)	82,788	D
Class A Common Stock	08/12/2025		S(2)		1,594	D	$337.1186(3)	81,194	D
Class A Common Stock	08/12/2025		S(2)		3,010	D	$337.9644(3)	78,184	D
Class A Common Stock	08/12/2025		S(2)		5,741	D	$338.8964(3)	72,443	D
Class A Common Stock	08/12/2025		S(2)		6,918	D	$339.8805(3)	65,525	D
Class A Common Stock	08/12/2025		S(2)		9,647	D	$340.8558(3)	55,878	D
Class A Common Stock	08/12/2025		S(2)		5,680	D	$341.9091(3)	50,198	D
Class A Common Stock	08/12/2025		S(2)		6,588	D	$343.1179(3)	43,610	D
Class A Common Stock	08/12/2025		S(2)		3,419	D	$343.7732(4)	40,191	D
Class A Common Stock	08/12/2025		S(2)		1,710	D	$344.8823(4)	38,481	D
Class A Common Stock	08/12/2025		S(2)		293	D	$345.71	38,188	D
Class A Common Stock	08/12/2025		S(2)		548	D	$348.613(4)	37,640	D
Class A Common Stock	08/12/2025		S(2)		500	D	$349.3897(4)	37,140	D
Class A Common Stock	08/12/2025		S(2)		6,419	D	$350.4327(4)	30,721	D
Class A Common Stock	08/12/2025		S(2)		6,533	D	$351.5612(4)	24,188	D
Class A Common Stock	08/12/2025		S(2)		6,350	D	$352.5109(4)	17,838	D
Class A Common Stock	08/12/2025		S(2)		16,686	D	$353.5931(4)	1,152	D
Class A Common Stock	08/12/2025		S(2)		1,152	D	$354.1745(4)	0	D
Class B Common Stock	08/12/2025		J		82,888	D	(5)	34,537,404	D
Class B Common Stock								8,000,000	I	ECG II SPE, LLC(6)

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)	08/12/2025		C			103,610	(1)	(1)	Class A Common Stock	82,888	$0	43,171,754	D
Class A Units	(7)							(7)	(7)	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 $335.40-$335.43, inclusive (weighted average of $335.4003); $336.40-$337.36, inclusive (weighted average of $337.1186); $337.40-$338.38, inclusive (weighted average of $337.9644); $338.40-$339.39, inclusive (weighted average of $338.8964); $339.40-$340.39, inclusive (weighted average of $339.8805); $340.40-$341.33, inclusive (weighted average of $340.8558); $341.41-$342.38, inclusive (weighted average of $341.9091); and $342.41-$343.40, inclusive (weighted average of $343.1179), 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. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $343.41-$344.40, inclusive (weighted average of $343.7732); $344.43-$345.38, inclusive (weighted average of $344.8823); $348.00-$348.91, inclusive (weighted average of $348.613); $349.02-$349.50, inclusive (weighted average of $349.3897); $350.02-$351.00, inclusive (weighted average of $350.4327); $351.02-$351.99, inclusive (weighted average of $351.5612); $352.04-$353.025, inclusive (weighted average of $352.5109); $353.08-$354.05, inclusive (weighted average of $353.5931); and $354.08-$354.48, inclusive (weighted average of $354.1745), 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.

5. 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.

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

7. 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
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Ernest C. Garcia II do in the Form 4 for CVNA on 08/12/2025?

He converted 103,610 Class A Units into 82,888 Class A shares under the Exchange Agreement and sold those Class A shares in multiple transactions under a Rule 10b5-1 plan.

How many Class A shares did Mr. Garcia directly own after the reported transactions?

The Form 4 reports 0 direct Class A shares beneficially owned following the reported transactions.

What Class B holdings are disclosed in the filing?

The filing shows 34,537,404 Class B shares owned directly by Ernest C. Garcia II and 8,000,000 Class B shares owned directly by ECG II SPE, LLC (indirect to Mr. Garcia).

At what prices were the Class A shares sold?

Sales were executed in multiple tranches with weighted-average prices reported across ranges from approximately $335.40 to $354.17.

Were the sales part of a pre-established trading plan?

Yes. The Form 4 states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on December 13, 2024.