Ernest C. Garcia II - May 30, 2025 Form 4 Insider Report for CARVANA CO. (CVNA)

Role
10%+ Owner
Signature
/s/ Ernest C. Garcia II
Stock symbol
CVNA
Transactions as of
May 30, 2025
Transactions value $
-$32,554,630
Form type
4
Date filed
6/3/2025, 06:35 PM
Previous filing
May 13, 2025
Next filing
Jun 5, 2025
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
GARCIA ERNEST C. II 10%+ Owner 1720 W. RIO SALADO PARKWAY, SUITE A, TEMPE /s/ Ernest C. Garcia II 2025-06-03 0001017608
ECG II SPE, LLC 10%+ Owner 1720 W. RIO SALADO PARKWAY, SUITE A, TEMPE /s/ Ernest C. Garcia II, ECG II SPE, LLC 2025-06-03 0001754720

Transactions Table

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CVNA Class A Units Conversion of derivative security $0 -62.5K -0.13% $0.00 46.7M May 30, 2025 Class A Common Stock 50K Direct F1
transaction CVNA Class A Units Conversion of derivative security $0 -62.5K -0.13% $0.00 46.7M Jun 2, 2025 Class A Common Stock 50K Direct F1
holding CVNA Class A Units 10M May 30, 2025 Class A Common Stock 10M $0.00 ECG II SPE, LLC F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 The price reported in Column 4 is a weighted average price. Shares were sold in multiple transactions at prices ranging from $325.00-$325.75, inclusive. Reporting person undertakes to provide to Issuer or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within ranges set forth herein.
F4 Prices reported in Column 4 are weighted average prices. Shares were sold in multiple transactions at prices ranging from $325.00-$325.995, inclusive (weighted average of $325.5556); $326.00-$326.95, inclusive (weighted average of $326.2516); $327.01-$327.99, inclusive (weighted average of $327.385); and $328.13-$328.475, inclusive (weighted average of $328.2221), respectively. Reporting person undertakes to provide to Issuer or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within ranges set forth herein.
F5 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.
F6 These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
F7 These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.