Netflix Co-CEO Sells 2,026 Shares After RSU Vesting 鈥� Form 4 Insight

[Form 4] Carvana Co. Insider Trading Activity

Filing Impact

(High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Netflix (NFLX) Form 4 鈥� insider transaction summary: Co-CEO and director Theodore A. Sarandos reported multiple transactions on 4-5 Aug 2025 related to previously granted restricted stock units (RSUs).

RSU vesting & exercise (code M): 2,592 and 1,444 RSUs converted 1-for-1 into common shares.
Tax withholding (code F): 1,291 and 719 shares were automatically surrendered to cover taxes at an imputed price of $1,158.60.
Open-market sale (code S): 2,026 shares sold on 5 Aug at a weighted-average $1,160.62, generating 鈮�$2.35 million gross proceeds.
Resulting ownership: Sarandos continues to hold 15,168 shares directly; derivative holdings include 12,964 and 12,998 unvested RSUs from the 2024 and 2025 grants, respectively.

The net effect of the transactions leaves the executive鈥檚 direct share count unchanged versus pre-exercise levels, suggesting the sale offset the incremental shares received after tax withholding. No new compensation plans, price-sensitive disclosures or changes in role were reported.

Insights

TL;DR: Neutral 鈥� routine RSU vest, tax withholding and small sale.

The activity is typical of executive compensation: quarterly RSU tranches vest, shares are issued, a portion is withheld for taxes, and the executive sells a like number to raise cash while maintaining exposure. The gross sale (~$2.35 m) equals roughly one day of NFLX average trading volume and <1% of Sarandos鈥檚 total equity exposure when unvested RSUs are included, so market impact should be minimal. No implication for guidance, operations or governance.

TL;DR: Standard Form 4, no red flags.

Sarandos remains compliant with Section 16 reporting timelines. Transactions occurred within a 10b5-1 plan (box checked) which mitigates concerns about information asymmetry. Post-transaction ownership aligns with Netflix鈥檚 executive stock-ownership guidelines. The absence of net share reduction supports a stable commitment signal. Overall impact on investor sentiment is negligible.

08/06/2025 - 06:55 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

GARCIA ERNEST C. II

(Last)

(First)

(Middle)

1720 W. RIO SALADO PARKWAY

SUITE A

(Street)

TEMPE

85281

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/04/2025		C		100,000	A	⁽¹⁾	100,000	D
Class A Common Stock	08/04/2025		S⁽²⁾		2,155	D	$353.8135⁽³⁾	97,845	D
Class A Common Stock	08/04/2025		S⁽²⁾		5,842	D	$354.8343⁽³⁾	92,003	D
Class A Common Stock	08/04/2025		S⁽²⁾		7,792	D	$355.8348⁽³⁾	84,211	D
Class A Common Stock	08/04/2025		S⁽²⁾		11,633	D	$356.7259⁽³⁾	72,578	D
Class A Common Stock	08/04/2025		S⁽²⁾		3,961	D	$357.8762⁽³⁾	68,617	D
Class A Common Stock	08/04/2025		S⁽²⁾		943	D	$358.9376⁽³⁾	67,674	D
Class A Common Stock	08/04/2025		S⁽²⁾		1,470	D	$359.8848⁽³⁾	66,204	D
Class A Common Stock	08/04/2025		S⁽²⁾		3,032	D	$361.4543⁽³⁾	63,172	D
Class A Common Stock	08/04/2025		S⁽²⁾		10,591	D	$362.4047⁽³⁾	52,581	D
Class A Common Stock	08/04/2025		S⁽²⁾		10,493	D	$363.3738⁽³⁾	42,088	D
Class A Common Stock	08/04/2025		S⁽²⁾		17,608	D	$364.3765⁽⁴⁾	24,480	D
Class A Common Stock	08/04/2025		S⁽²⁾		8,062	D	$365.2579⁽⁴⁾	16,418	D
Class A Common Stock	08/04/2025		S⁽²⁾		2,277	D	$366.3906⁽⁴⁾	14,141	D
Class A Common Stock	08/04/2025		S⁽²⁾		1,409	D	$367.7711⁽⁴⁾	12,732	D
Class A Common Stock	08/04/2025		S⁽²⁾		4,727	D	$368.9807⁽⁴⁾	8,005	D
Class A Common Stock	08/04/2025		S⁽²⁾		5,803	D	$370⁽⁴⁾	2,202	D
Class A Common Stock	08/04/2025		S⁽²⁾		2,202	D	$370.7784⁽⁴⁾	0	D
Class B Common Stock	08/04/2025		J		100,000	D	⁽⁵⁾	35,042,792	D
Class B Common Stock								8,000,000	I	ECG II SPE, LLC⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units	⁽¹⁾	08/04/2025		C			125,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	100,000	$0	43,803,489	D
Class A Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Class A Common Stock	8,000,000		10,000,000	I	ECG II SPE, LLC

1. Name and Address of Reporting Person^*

GARCIA ERNEST C. II

(Last)

(First)

(Middle)

1720 W. RIO SALADO PARKWAY

SUITE A

(Street)

TEMPE

85281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ECG II SPE, LLC

(Last)

(First)

(Middle)

1720 W. RIO SALADO PARKWAY

SUITE A

(Street)

TEMPE

85281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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").

2. 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.

3. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $353.165-$354.135, inclusive (weighted average of $353.8135); $354.21-$355.195, inclusive (weighted average of $354.8343); $355.22-$356.19, inclusive (weighted average of $355.8348); $356.23-$357.20, inclusive (weighted average of $356.7259); $357.29-$358.21, inclusive (weighted average of $357.8762); $358.34-$359.30, inclusive (weighted average of $358.9376); $359.53-$360.40, inclusive (weighted average of $359.8848); $360.89-$361.86, inclusive (weighted average of $361.4543); $361.92-$362.89, inclusive (weighted average of $362.4047); and $362.93-$363.925, inclusive (weighted average of $363.3738), 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.

4. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $363.94-$364.93, inclusive (weighted average of $364.3765); $364.94-$365.86, inclusive (weighted average of $365.2579); $365.99-$366.93, inclusive (weighted average of $366.3906); $367.315-$368.13, inclusive (weighted average of $367.7711); $368.44-$369.43, inclusive (weighted average of $368.9807); $369.53-$370.525, inclusive (weighted average of $370.00); and $370.57-$371.06, inclusive (weighted average of $370.7784), 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.

5. 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.

6. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.

7. These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

	/s/ Ernest C. Garcia II	08/06/2025
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	08/06/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source:

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[Form 4] Carvana Co. Insider Trading Activity

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[Form 4] Carvana Co. Insider Trading Activity

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