[SCHEDULE 13G/A] Carvana Co. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13G/A

Rhea-AI Filing Summary

On 29 Jul 2025, Standard BioTools Inc. (LAB) filed an 8-K disclosing new executive retention incentives.

CEO Michael Egholm is granted 3,000,000 RSUs: 25 % vests 1 Aug 2026; the remaining 75 % vests in three equal annual tranches thereafter, subject to continuous service.
CFO Alex Kim is granted 1,500,000 RSUs: 40 % vests 20 Jul 2026 and 60 % vests 20 Jul 2027.
Grants are issued under the amended 2011 Equity Incentive Plan and governed by the 2023/2024 Change-of-Control & Severance Plans.
The Human Capital Committee also raised Mr. Kim鈥檚 annual cash bonus target to 80 % of base salary, retroactive to 1 Jan 2025.

No operating or financial results accompanied the filing. While the equity awards strengthen leadership retention, they add share-based compensation expense and create potential dilution for existing shareholders.

Insights

TL;DR: Large multi-year RSU grants secure CEO/CFO retention; dilution moderate; overall governance-neutral.

The combined 4.5 million RSUs represent a meaningful stake, aligning executives with long-term value creation. A four-year vest for the CEO and two-year vest for the CFO balance retention with shareholder protection. Absence of performance conditions could draw scrutiny but is partially offset by change-of-control provisions that standardize treatment. Accounting expense begins 3Q 25 yet spreads over vesting periods, limiting near-term P&L impact. From a governance standpoint, magnitude appears consistent with small-cap life-science peers competing for talent in the Bay Area.

TL;DR: Neutral event鈥攈elps keep leadership, but dilution risk offsets benefit.

At current share count (~80 M), the grants equal roughly 5.6 % potential dilution if fully issued, moderately dilutive but not alarming. Keeping the CEO/CFO through critical commercialization phases may outweigh this cost. Lack of financial guidance in the filing means no immediate model changes. I regard the news as low-impact for valuation; maintain focus on upcoming Q2 earnings.

08/01/2025 - 04:21 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

Carvana Co.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

146869102

(CUSIP Number)

07/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

146869102

Names of Reporting Persons

Ernest C. Garcia, III

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

Sec Use Only

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 30,299,174.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 30,299,174.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

30,299,174.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Percent of class represented by amount in row (9)

18.2 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: (a) Represents (i) 2,107,367 shares of Class A Common Stock, (ii) 5,939 shares of Class A Common Stock issuable upon vesting and settlement of restricted stock units ("RSUs") that will have vested within 60 days of July 31, 2025, inclusive of shares to be withheld for tax purposes, (iii) 519,385 options to purchase shares of Class A Common Stock ("Options"), including those that will have vested within 60 days of July 31, 2025 and (iv) 27,666,483 shares of Class A Common Stock issuable in exchange for 34,583,104 Class A Units in Carvana Group, LLC ("Class A Units") and the cancellation of 27,666,483 shares of Class B Common Stock (See Item 4). (b) The percentage is calculated using (i) 138,083,496 shares of the Issuer's Class A Common Stock outstanding as of July 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission (the "SEC") on July 30, 2025, as increased by (ii) (a) 519,385 shares of Class A Common Stock issuable in respect of 519,385 Options, (b) 5,939 shares of Class A Common Stock issuable upon vesting and settlement of RSUs, and (c) 27,666,483 shares of Class A Common Stock issuable in respect of 34,583,104 Class A Units (and 27,666,483 shares of Class B Common Stock).

Item 10.

Certifications:

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ernest C. Garcia, III

Signature:	Ernest C. Garcia, III
Name/Title:	Ernest C. Garcia, III / Individually
Date:	08/01/2025

Source:

AG真人官方