Form 4: Carvana's Ernest Garcia II Executes Stock Sales Under 10b5-1 Plan

Ernest Garcia II, a director and 10% owner of Carvana Co., converted Class A Units into Class A Shares and sold a portion of his holdings under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Ernest Garcia II, a director and 10% owner of Carvana Co., filed a Form 4 detailing changes in his beneficial ownership.
• On September 25 and 26, 2024, Garcia converted Class A Common Units of Carvana Group, LLC into Class A Shares of Carvana Co. pursuant to an Exchange Agreement.
• He then sold a portion of these Class A shares under a Rule 10b5-1 trading plan adopted on March 11, 2024.
• The sales occurred in multiple transactions at weighted average prices ranging from $166.5433 to $173.1372.
• Garcia also cancelled 200,000 Class B Common Stock shares in connection with the conversion of Class A Units into Class A Shares.
• After these transactions, Garcia directly owns 39,458,131 Class B Common Stock shares.
• He also has indirect ownership through various trusts and entities, including the Ernest Irrevocable 2004 Trust III, the Ernest C. Garcia III Multi-Generational Trust III, and ECG II SPE, LLC.
• These entities hold Class A Shares, Class B Shares, and Class A Units exchangeable for Class A Shares.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing detailing stock transactions. It doesn't inherently convey positive or negative sentiment, but rather provides factual information about insider trading activity.

Industry Context

This filing is a routine disclosure of stock transactions by a major shareholder and director, which is common in publicly traded companies. The use of a 10b5-1 trading plan is a standard practice to allow insiders to sell shares while avoiding accusations of insider trading.

Stakeholder Impact

• The stock sales by a major shareholder could potentially influence investor sentiment, although the use of a 10b5-1 plan mitigates concerns about opportunistic trading.

Key Dates