CARVANA CO. — Director's Dealing 2023

Aug 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARVANA CO. (CVNA)
CIK: 0001690820
Period of Report: 2023-08-18

Reporting Person: GARCIA ERNEST C. III (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-18	Class B Common Stock	A	215936	$37.048	Acquired	3880462	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-18	Class A Units	$	A	269920	Acquired		Class A Common Stock (215936)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Stock	11952000	Indirect
Class B Common Stock	11834021	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Units	$		Class A Common Stock (11952000)	14940000	Indirect
Class A Units	$		Class A Common Stock (11834021)	14792526	Indirect

Footnotes

F1: On August 18, 2023, the Issuer entered into a Securities Purchase Agreement with Carvana Group, LLC ("Carvana Group"), the Reporting Person and Ernest C. Garcia, II, pursuant to which the Reporting Person agreed to purchase 269,920 Class A Units for a per unit purchase price of $37.048 and will receive, for no additional consideration, 215,936 shares of Class B Common Stock.

F2: These shares of Class B Common Stock are held directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Multi-Generational Trust and therefore shares voting and dispositive power over the shares held directly by the Multi-Generational Trust.

F3: These shares of Class B Common Stock are held directly by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Irrevocable Trust and therefore shares voting and dispositive power over the shares held directly by the Irrevocable Trust.

F4: 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, each Class A Unit, together with a number of shares of Class B Common Stock of the Issuer equivalent to the shares of Class A Common Stock obtained, is exchangeable for 0.8 shares of Class A Common Stock of the Issuer.

F5: These Class A Units are held directly by the Multi-Generational Trust.

F6: These Class A Units are held directly by the Irrevocable Trust.