Will Garcia family members file Form 4 sales exceeding their 10b5-1 schedule pace by more than 50% in any quarter through Q2 2026?

The updated data provides the most important new signal: Garcia III is NOT selling voluntarily. Only 2,127 shares disposed via tax withholding (0.23% of 916K holdings) in the Dec 2025-Feb 2026 period. This eliminates roughly half the family selling risk, since Garcia III's 61K shares over Jul-Oct 2025 were a meaningful contributor to the trailing average. However, Garcia II remains the key wildcard — his 300K shares in Jul-Aug 2024 demonstrated capacity for threshold-exceeding lumpiness, and his recent Form 4 activity was not fully captured in the updated lens analysis. The TRA surge to $2.2B ($1.7B to related parties) provides a contractual monetization channel that reduces the incentive for stock sales, and the SEC subpoena (June/July 2025) may constrain selling during an active investigation. Non-Garcia officers selling aggressively ($128M) does not count toward this market but contextualizes a governance environment where selling is normalized. With only Q1 2026 (nearly complete) and Q2 2026 remaining, the window is narrowing. Net effect: moderate reduction from 28% due to Garcia III confirmed holding, TRA alternative, and SEC constraint, partially offset by Garcia II uncertainty.

The updated insider data fundamentally changes the Garcia III component of the risk equation. Garcia III retained 916K shares with only 2,127 disposed via tax withholding — this is as close to 'not selling' as possible. This matters because Garcia III's 61K shares over Jul-Oct 2025 were part of the trailing average calculation. With Garcia III effectively at zero voluntary selling, the 68K threshold would need to come almost entirely from Garcia II in a single quarter. Garcia II demonstrated this capacity (300K in Jul-Aug 2024), but the TRA now provides a $1.7B contractual cash flow channel that was negligible before ($65M). The economics have shifted: why take the reputational and legal risk of accelerated stock sales during an SEC investigation when the TRA provides a larger, more discreet monetization pathway? The remaining risk is that Garcia II may have already filed Form 4s in Q1 2026 that exceed the threshold, and the incomplete capture of his recent data leaves this genuinely unknown.

While Garcia III's confirmed non-selling is the strongest new signal, I weight the Garcia II uncertainty slightly higher than other runs. The insider investigator analysis did not fully capture Garcia II's recent Form 4 data, and Garcia II is the family member with demonstrated capacity for large, concentrated sales (300K in 2 months in 2024). The 68K quarterly threshold is well within his historical range. Additionally, while the TRA provides an alternative monetization channel, TRA payments are contractual and slow-moving — they don't address near-term liquidity needs the way stock sales do. The broader context of 5 of 7 officers having active 10b5-1 selling programs, with $128M in recent sales, suggests a culture of selling that could extend to Garcia II even if Garcia III is holding. The SEC subpoena is a real constraint but not absolute — directors routinely sell during investigations via pre-existing 10b5-1 plans. Net: moderate downward revision from 28% but Garcia II tail risk keeps probability above 20%.

The updated data strongly favors NO resolution. Garcia III — the CEO and most visible Garcia family member — retained 916K shares with only 0.23% disposed via tax withholding. This is the clearest possible signal of non-selling. For the market to resolve YES, Garcia II would need to single-handedly exceed 68K shares in Q1 or Q2 2026. While he demonstrated this capacity in Jul-Aug 2024 (300K shares), the structural context has changed materially: (1) the TRA now provides $1.7B in contractual cash flows to related parties, vastly exceeding what stock sales could generate, (2) the SEC subpoena creates legal risk around accelerated selling, and (3) the shrinking time window (only ~4.5 months remaining) reduces the exposure period. The incomplete capture of Garcia II's recent Form 4 data is the sole remaining risk factor. Given these constraints, probability should move meaningfully below the prior 28%.

The update provides a mixed but net-bearish signal for this market. Garcia III's non-selling is the headline — retaining 916K shares with only tax withholding dispositions is about as strong a 'not selling' signal as one can get from Form 4 data. This mechanically reduces the probability since Garcia III's historical ~61K shares over 4 months were part of the trailing pace. However, three factors prevent a larger downward revision: (1) Garcia II's Form 4 data was incompletely captured, and he is the family member capable of 300K-share selling bursts, (2) the fact that 5 of 7 other officers are actively selling via 10b5-1 programs suggests that selling is culturally normalized at Carvana's executive level, and (3) while the TRA provides alternative monetization, the timing and magnitude of actual TRA cash payments in 2026 is uncertain — the $2.2B is a liability, not necessarily near-term cash flow. The SEC subpoena likely constrains aggressive selling but does not prevent pre-existing 10b5-1 execution.

The updated data shifts the balance toward NO resolution. Garcia III's virtually zero voluntary selling (0.23% tax withholding) is the most material new data point — it means the 68K Garcia family threshold must be met almost entirely by Garcia II alone. While Garcia II sold 300K shares in Jul-Aug 2024 (demonstrating clear capacity), several structural factors now work against acceleration: the TRA liability surge to $2.2B provides a contractual monetization pathway that is economically larger and more discreet than stock sales; the SEC subpoena creates a legal environment where counsel would advise caution on selling; and the incomplete capture of Garcia II's recent data likely reflects modest activity (aggressive selling would have been flagged by the lens analysis). The shrinking resolution window (mid-Feb through end Q2 2026) further constrains probability. The main upside risk is that Garcia II already filed threshold-exceeding Form 4s in Q1 2026 that simply weren't analyzed yet.

Updated data shows Garcia III not selling (0.23% tax withholding only). This reduces family selling risk since Garcia III contributed ~61K of the historical 361K total. However, Garcia II is the dominant historical seller (300K in 2 months) and his recent data is incomplete. The 68K threshold remains achievable by Garcia II alone based on historical behavior. Non-Garcia officer selling ($128M) doesn't count but shows selling is culturally accepted. TRA provides alternative monetization ($1.7B to related parties) but TRA payments are long-term and may not substitute for near-term stock sales. SEC subpoena is a soft constraint. Net: moderate reduction from 32% initial estimate due to Garcia III holding, but Garcia II tail risk keeps probability elevated.

Garcia III's zero voluntary selling is the key new data point. With 916K shares retained and only tax withholding dispositions, Garcia III is clearly holding. This means the market now depends almost entirely on Garcia II, who sold 300K shares in Jul-Aug 2024 but whose recent activity is unclear. The 68K quarterly threshold is easily within Garcia II's demonstrated capacity. However, structural factors now favor lower probability: TRA provides $1.7B alternative monetization, SEC subpoena may constrain selling, and Garcia III's holding suggests family-level confidence in the business. Reduced from initial 32% to 22% reflecting Garcia III data and structural constraints.

The balance shifts toward NO resolution with Garcia III confirmed not selling. The 68K threshold now rests on Garcia II alone, who has demonstrated capacity (300K in 2 months) but may face new constraints: SEC subpoena (legal caution), TRA monetization alternative ($1.7B to related parties), and potential family coordination with Garcia III's holding posture. However, Garcia II's historical behavior shows he can and does sell in concentrated bursts via 10b5-1 plans, and his recent data gap means Q1 2026 activity is unknown. The non-Garcia officer selling context ($128M) doesn't directly affect this market but shows Carvana insiders broadly are monetizing positions. Probability reduced from initial 32% but maintained above 20% due to Garcia II uncertainty and demonstrated lumpiness.