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CARVANA CO. — Director's Dealing 2025
Aug 7, 2025
30038_dirs_2025-08-06_6ade91fc-2ccb-4241-a2c4-01d148cc10e6.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CARVANA CO. (CVNA)
CIK: 0001690820
Period of Report: 2025-08-05
Reporting Person: GARCIA ERNEST C. II (N/A)
Reporting Person: ECG II SPE, LLC (N/A)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-08-05 | Class A Common Stock | C | 100000 | — | Acquired | 100000 | Direct |
| 2025-08-05 | Class A Common Stock | S | 3412 | $346.8938 | Disposed | 96588 | Direct |
| 2025-08-05 | Class A Common Stock | S | 3143 | $347.8007 | Disposed | 93445 | Direct |
| 2025-08-05 | Class A Common Stock | S | 8004 | $348.7958 | Disposed | 85441 | Direct |
| 2025-08-05 | Class A Common Stock | S | 4975 | $349.5925 | Disposed | 80466 | Direct |
| 2025-08-05 | Class A Common Stock | S | 3892 | $350.6974 | Disposed | 76574 | Direct |
| 2025-08-05 | Class A Common Stock | S | 3734 | $351.6709 | Disposed | 72840 | Direct |
| 2025-08-05 | Class A Common Stock | S | 2305 | $352.7695 | Disposed | 70535 | Direct |
| 2025-08-05 | Class A Common Stock | S | 1358 | $353.7458 | Disposed | 69177 | Direct |
| 2025-08-05 | Class A Common Stock | S | 887 | $355.0008 | Disposed | 68290 | Direct |
| 2025-08-05 | Class A Common Stock | S | 1891 | $355.8493 | Disposed | 66399 | Direct |
| 2025-08-05 | Class A Common Stock | S | 2184 | $356.8242 | Disposed | 64215 | Direct |
| 2025-08-05 | Class A Common Stock | S | 2088 | $357.7972 | Disposed | 62127 | Direct |
| 2025-08-05 | Class A Common Stock | S | 3 | $358.9867 | Disposed | 62124 | Direct |
| 2025-08-05 | Class A Common Stock | S | 302 | $361.0497 | Disposed | 61822 | Direct |
| 2025-08-05 | Class A Common Stock | S | 459 | $362.2238 | Disposed | 61363 | Direct |
| 2025-08-05 | Class A Common Stock | S | 12121 | $363.7618 | Disposed | 49242 | Direct |
| 2025-08-05 | Class A Common Stock | S | 8648 | $364.5407 | Disposed | 40594 | Direct |
| 2025-08-05 | Class A Common Stock | S | 16867 | $365.7908 | Disposed | 23727 | Direct |
| 2025-08-05 | Class A Common Stock | S | 12167 | $366.6938 | Disposed | 11560 | Direct |
| 2025-08-05 | Class A Common Stock | S | 5947 | $367.8985 | Disposed | 5613 | Direct |
| 2025-08-05 | Class A Common Stock | S | 5613 | $368.6178 | Disposed | 0 | Direct |
| 2025-08-05 | Class B Common Stock | J | 100000 | — | Disposed | 34942792 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-08-05 | Class A Units | $ | C | 125000 | Disposed | Class A Common Stock (100000) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Class B Common Stock | 8000000 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Class A Units | $ | Class A Common Stock (8000000) | 10000000 | Indirect |
Footnotes
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 prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $346.28-$347.26, inclusive (weighted average of $346.8938); $347.28-$348.27, inclusive (weighted average of $347.8007); $348.285-$349.275, inclusive (weighted average of $348.7958); $349.29-$350.26, inclusive (weighted average of $349.5925); $350.29-$351.255, inclusive (weighted average of $350.6974); $351.30-$352.29, inclusive (weighted average of $351.6709); $352.30-$353.225, inclusive (weighted average of $352.7695); $353.36-$354.31, inclusive (weighted average of $353.7458); $354.37-$355.285, inclusive (weighted average of $355.0008); $355.39-$356.365, inclusive (weighted average of $355.8493); and $356.41-$357.375, inclusive (weighted average of $356.8242), respectively.
F4: 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 ranges set forth herein.
F5: The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $357.46-$358.355, inclusive (weighted average of $357.7972); $358.98-$358.99, inclusive (weighted average of $358.9867); $360.68-$361.335, inclusive (weighted average of $361.0497); $361.785-$362.665, inclusive (weighted average of $362.2238); $363.195-$364.17, inclusive (weighted average of $363.7618); $364.20-$365.18, inclusive (weighted average of $364.5407); $365.25-$366.24, inclusive (weighted average of $365.7908); $366.25-$367.215, inclusive (weighted average of $366.6938); $367.29-$368.285, inclusive (weighted average of $367.8985); and $368.31-$369.16, inclusive (weighted average of $368.6178), respectively. 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 ranges set forth herein.
F6: 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.
F7: These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
F8: These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.