Form 4: Carvana Director Ernest Garcia II Sells Over 194,000 Shares Under Pre-Arranged Trading Plan

Carvana Co. Director and 10% owner Ernest C. Garcia II executed pre-planned sales of 194,554 Class A Common Stock shares in July 2025, following conversions of Class A Units.

Summary

• Ernest C. Garcia II, a Director and 10% owner of Carvana Co., engaged in multiple transactions involving Carvana securities on July 11, 2025, and July 14, 2025.
• On July 11, 2025, 96,026 Class A Common Units of Carvana Group, LLC were converted into 96,026 shares of Carvana Co. Class A Common Stock.
• Immediately following the conversion on July 11, 2025, 96,026 shares of Class A Common Stock were sold at weighted average prices ranging from $342.7188 to $351.5482.
• Concurrently, 96,026 shares of Class B Common Stock were cancelled for no consideration due to the conversion.
• On July 14, 2025, an additional 98,528 Class A Common Units of Carvana Group, LLC were converted into 98,528 shares of Carvana Co. Class A Common Stock.
• Following this conversion on July 14, 2025, 98,528 shares of Class A Common Stock were sold at weighted average prices ranging from $343.8588 to $354.4023.
• Similarly, 98,528 shares of Class B Common Stock were cancelled for no consideration on July 14, 2025.
• All reported sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on December 13, 2024.
• After these transactions, Ernest C. Garcia II directly owns 36,042,792 Class B Common Stock shares and 45,053,489 Class A Units.
• ECG II SPE, LLC, an entity wholly owned and controlled by Mr. Garcia, indirectly owns 8,000,000 Class B Common Stock shares and 10,000,000 Class A Units.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to significant insider selling by a key executive and major shareholder. While the sales were pre-planned under a 10b5-1 plan, which mitigates some of the negative implications, the sheer volume of shares sold can still be interpreted as a lack of strong conviction in future price appreciation by the insider.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a systematic and pre-determined disposition of shares rather than a reactive sale based on new, non-public information.
• The conversion of Class A Units into Class A Common Stock increases the liquidity of the underlying equity for the reporting person.

Negatives

• Significant insider selling, totaling 194,554 shares of Class A Common Stock, reduces the direct ownership stake of a key executive and 10% owner.
• While pre-planned, large-scale insider sales can sometimes be perceived by the market as a lack of confidence or a signal that the insider believes the stock price is at a favorable level for selling.

Risks

• No specific risks to the company's operations or financial health are detailed in this Form 4 filing. The primary risk relates to market perception of significant insider selling.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding Carvana Co.'s future financial performance or strategic outlook.

Management Comments

• 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 reported ranges.

Industry Context

This filing pertains to specific insider transactions at Carvana Co. and does not provide broader insights into industry trends or competitive dynamics within the automotive retail sector.

Stakeholder Impact

• Shareholders: The sale of a significant number of shares by a director and 10% owner could lead to concerns about insider confidence and potentially influence stock price.

Key Dates

Recommendation

Keywords

Carvana, CVNA, Ernest C. Garcia II, Insider Trading, Form 4, Stock Sales, Beneficial Ownership, Rule 10b5-1 Plan, Class A Common Stock, Class B Common Stock, Carvana Group LLC