Carvana SEC Filings

Carvana Co. (NYSE: CVNA) has received a Form 144 notice for a substantial secondary share sale. The filing shows that Ernest C. Garcia II and Elizabeth Joanne Garcia plan to dispose of 500,000 shares of the company’s Class A common stock through J.P. Morgan Securities LLC on or about 9 July 2025. The block is valued at $172.96 million based on the market price stated in the form and equals roughly 0.37 % of the 135,023,435 shares outstanding.

The Garcias acquired the shares on 27 April 2017 via a “Conversion – Exchange of Units” transaction paid in cash. The filing also details an extensive history of recent sales: during the period from 30 May 2025 to 8 July 2025 they sold approximately 1,004,971 shares of Class A common stock in 18 separate transactions, generating gross proceeds of more than $340 million. When combined with the newly proposed sale, total planned and executed disposals reach roughly 1.5 million shares within a little over two months.

Key data

• Shares to be sold: 500,000
• Aggregate market value: $172.96 million
• Broker: J.P. Morgan Securities LLC
• Recent three-month sales: ~1.0 million shares
• Outstanding shares: 135,023,435

This continued and sizeable selling activity by the named shareholders may influence market sentiment, particularly given the scale relative to daily trading volumes and the short time frame involved.

Resideo Technologies, Inc. (REZI) has filed a Form 4 reporting a modest insider sale by director Nina Richardson.

On 07/07/2025, Richardson sold 2,790 shares of common stock at a weighted-average price of $23.68. The disposition was executed under a Rule 10b5-1 trading plan adopted on 11/27/2024, indicating the trade was pre-arranged and not the result of real-time information.

Following the sale, the director’s direct holding stands at 64,008 shares, implying the transaction reduced her stake by roughly 4 %. No derivative transactions were reported.

The filing, signed on 07/09/2025 by an attorney-in-fact, contains no additional material events or financial data.

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.

Carvana Co. (CVNA) – Form 4 insider transaction

On 7 July 2025, Chief Executive Officer, Director and >10% owner Ernest C. Garcia III filed a Form 4 disclosing the sale of 6,244 Class A common shares through two family trusts that he controls. The sales were executed under a Rule 10b5-1 trading plan adopted on 13 Dec 2024, indicating they were pre-scheduled rather than discretionary.

• Trusts involved – Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III.
• Shares sold – 3,122 shares by each trust, across six trades apiece.
• Price range – volume-weighted average prices between $353.79 and $359.41.
• Remaining holdings – 681,440 shares (Irrevocable Trust) and 781,440 shares (Multi-Generational Trust) after the transactions.
• No derivative security activity was reported.

The combined sale represents well under 1 % of the shares still held by the reporting person’s trusts, suggesting only limited near-term impact on his overall economic exposure to Carvana.

Carvana Co. (CVNA) – Form 4 insider transaction

Chief Executive Officer, Director and >10% shareholder Ernest C. Garcia III reported two days of pre-scheduled share sales executed under a Rule 10b5-1 trading plan adopted on 13 Dec 2024.

• Transaction dates: 3 Jul 2025 and 7 Jul 2025
• Total shares sold: 13,756 Class A common shares across two family trusts (6,878 shares each)
• Price range (VWAPs reported): US$339.35 – US$352.75, with detailed volume-weighted averages disclosed for each tranche
• Entities selling: Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III, for which Garcia serves as Investment & Co-Administrative Trustee
• Post-sale holdings: 684,562 shares in the Irrevocable Trust and 784,562 shares in the Multi-Generational Trust – an aggregate of 1,469,124 shares that continue to be held indirectly

The filing contains no derivative security activity, and no other changes in beneficial ownership were reported. Garcia remains Carvana’s CEO, Director, and substantial shareholder. The disposition represents a small fraction of his indirect holdings and was carried out through an established trading plan, suggesting routine liquidity or portfolio diversification rather than an exceptional change in insider sentiment.

Carvana Co. (CVNA) – Insider Form 4 filing dated 07/08/2025

Chief Product Officer Daniel J. Gill reported two same-day transactions on 07/07/2025 executed under a Rule 10b5-1 trading plan adopted on 12/13/2024:

• Option exercise (Code M): 7,100 Class A shares acquired at an exercise price of $10.07 per share.
• Open-market sale (Code S): 7,100 Class A shares sold at a reported price of $350 per share.

After the transactions Mr. Gill’s direct ownership stands at 197,832 Class A shares, down from 204,932. He retains 250,786 unexercised stock options following the filing.

The trade represents a 3.5 % reduction of his directly held shares and was carried out pursuant to a pre-arranged plan, limiting the informational value regarding current insider sentiment. No company-level financial metrics or operational updates are included in this filing.

Form 144 filed for Wabtec Corp. (symbol WAB) discloses a proposed secondary sale of 3,544 Class A common shares through Goldman Sachs & Co. LLC on or about 07/07/2025. The filing lists an aggregate market value of roughly $755 thousand, versus total shares outstanding of 171,126,330, indicating the sale represents approximately 0.002% of the company’s equity. The same account sold four equal blocks of 886 shares between 05/13/2025 and 06/18/2025, generating total gross proceeds of about $718 thousand. Shares were originally acquired via restricted-stock awards on 02/28/2022 (1,340 shares) and 03/02/2023 (2,204 shares) as compensation. No 10b5-1 plan adoption date or relationship to the issuer is provided in the notice.

• Shares to be sold: 3,544
• Approximate value: $755,226
• Broker: Goldman Sachs & Co. LLC
• Prior 3-month sales: 3,544 shares, $717,961 in proceeds

The transaction size is de minimis relative to Wabtec’s float and does not, on its own, signal a material change in the company’s outlook.

Bank of Montreal (BMO) is marketing Auto-Callable Market Linked Securities with Contingent Coupons, Memory Feature and Contingent Downside Principal at Risk, linked to the worst performer among Apple Inc., Broadcom Inc. and McDonald’s Corporation. The $1,000-denominated notes price on 11 Jul 2025, settle on 16 Jul 2025 and mature on 14 Jul 2028 (3-year tenor unless called earlier).

Income profile: Investors receive a quarterly contingent coupon of at least 21.25 % p.a. (5.3125 % per quarter) provided the worst-performing underlier is ≥ 80 % of its starting value on the relevant calculation day. The “memory” feature adds any missed coupons once the threshold is next met.

Auto-call: From Oct 2025 to Apr 2028, if the worst performer is ≥ its starting value on a calculation day, the notes are automatically called at par plus the coupon, ending the investment early and creating reinvestment risk.

Principal repayment: If not previously called, at maturity holders receive: (i) 100 % of face if the worst performer is ≥ 70 % of its starting value; or (ii) par × performance factor of the worst performer if it is < 70 %. Investors therefore face full downside exposure below the 30 % buffer and could lose all principal.

Key structural terms: Starting values set on pricing date; coupon threshold 80 %; downside threshold 70 %; estimated initial value disclosed as $966.40 (96.64 % of face) and will not be less than $916.00. Agent discount up to 2.325 %; additional dealer fees up to 0.30 %.

Risks highlighted: conditional coupons (may receive none), potential loss of > 30 % of principal, reliance on worst performer, credit risk to BMO, illiquid secondary market, pricing transparency, and uncertain U.S. tax treatment. The notes are unsecured, not FDIC-insured and will not list on any exchange.

On 3 July 2025, ContextLogic Inc. (ticker WISH) filed an 8-K announcing a Second Amended & Restated Agreement and Plan of Reorganization. The sole material change responds to Institutional Shareholder Services’ (ISS) recommendation that shareholders vote against the original proposal: the 4.9% Transfer Restrictions on post-reorganization stock will now expire no later than the third anniversary of the reorganization’s effectiveness. The revised definition is embedded in Article XIV of Easter Parent, Inc.’s certificate of incorporation.

The amendment, to be voted on at the 10 July 2025 Annual Meeting, will be deemed approved if shareholders vote “FOR” the Reorganization Proposal. No economic terms, consideration, or capital structure elements were modified. ContextLogic also intends to distribute additional shareholder communications (Exhibit 99.1) urging support.

Key investor takeaways

• The time-limited sunset directly removes ISS’s primary objection, increasing the likelihood of a favorable proxy-adviser recommendation and passage.
• Liquidity concerns are partially mitigated; holders may exceed 4.9% ownership after three years.
• The filing contains no new financial metrics; therefore near-term valuation remains unchanged.
• Full texts of the amended agreement (Exhibit 2.1) and certificate (Exhibit 3.1) are incorporated by reference.