CVNA founder schedules additional 0.37% stock sale via Form 144/A

Rhea-AI Filing Summary

Carvana Co. (CVNA) – Form 144/A insider sale filing

The notice reveals that Ernest C. Garcia II & Elizabeth Joanne Garcia intend to sell 504,971 Class A common shares through J.P. Morgan Securities on 9 July 2025. The proposed trade carries an aggregate market value of $174.68 million, equal to roughly 0.37 % of the 135.02 million shares outstanding. The securities were originally obtained on 27 April 2017 via a unit-conversion transaction paid in cash.

Recent trading activity: The same selling group has disposed of 1,004,971 shares over the past three months across 18 transactions, with individual block sizes ranging from 4,971 to 100,000 shares. Adding the newly-planned sale brings total disclosed selling to ~1.51 million shares in a little over three months.

Key take-aways for investors:

• Large, continued insider sales by Carvana’s founder–related parties may weigh on market sentiment, particularly given their visibility within the company.
• The upcoming transaction does not create new equity and therefore causes no dilution, yet it increases the public float and may exert short-term supply pressure.
• No adverse, non-public information is claimed: the filers certify that they are unaware of undisclosed material negatives about Carvana.

Positive

• Limited relative size: Proposed sale equals only 0.37 % of shares outstanding, minimising dilution and control impact.
• Transparency: Rule 144 filing provides advance notice, allowing the market to price in expected supply.

Negative

• Significant insider selling: 504,971 additional shares plus 1,004,971 already sold in the past three months could pressure share price.
• Founder involvement: Sales originate from parties closely linked to Carvana’s founder, potentially signalling reduced insider confidence.

Insights

Securities Analyst

TL;DR – Founder plans to sell another 0.37 % of CVNA, extending >1 M-share insider selling streak.

The filing signals persistent liquidity-seeking from Carvana’s controlling shareholder group. Including prior trades, insiders will have sold about 1.51 million shares since late May 2025. While this represents less than 1.2 % of shares outstanding, the absolute dollar value (>$174 million for the new block alone) is material. Such concentrated selling often dampens sentiment and can pressure share price, especially in thin-float growth equities like CVNA. Because no new shares are issued, dilution risk is nil; however, incremental supply could overhang the market until absorbed.

Corporate Governance Expert

TL;DR – Continued founder-level disposals raise governance and alignment questions.

Rule 144 filings provide transparency, but the cadence and scale of Garcia family sales invite scrutiny of insider conviction. Investors typically view sustained selling by key insiders as a potential red flag on long-term alignment, even when sellers attest to having no undisclosed negative information. With no accompanying 10b5-1 plan date disclosed, the market may interpret the timing as opportunistic rather than purely pre-scheduled. Overall, the disclosure is impactful to sentiment but does not alter Carvana’s fundamental capital structure.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144/A

144/A: Filer Information

Filer CIK
Filer CCC
Previous Accession Number Of The Filing
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144/A: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144/A: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	J.P. Morgan Securities LLC 390 Madison Avenue, 6th Floor New York NY 10017	504971	174679568.32	135023435	07/09/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144/A: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	04/27/2017	Conversion - Exchange of Units	See Nature of Acquisition			504971	04/27/2017	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144/A: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	05/30/2025	50000	16257769
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/02/2025	50000	16296860
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/03/2025	50000	16752253
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/04/2025	50000	16979024
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/05/2025	50000	17235104
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/06/2025	100000	34699327
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/09/2025	50000	16513450
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/10/2025	50000	16823301
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/11/2025	50000	16872928
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/12/2025	50000	16538094
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/24/2025	50000	16290372
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/25/2025	4971	1616320
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	06/30/2025	50000	16353619
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	07/01/2025	50000	16872697
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	07/02/2025	50000	17003269
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	07/03/2025	50000	17096363
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	07/07/2025	100000	35063436
Ernest C. Garcia II & Elizabeth Joanne Garcia, husband and wife acting jointly C/o Carvana Co. 300 E. Rio Salado Parkway Tempe AZ 85281	Class A Common Stock	07/08/2025	100000	35375796

144/A: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Carvana (CVNA) shares are insiders planning to sell on 9 July 2025?

The filing discloses a planned sale of 504,971 Class A common shares on 7/9/2025.

What is the market value of the proposed CVNA insider sale?

The aggregate market value is $174.68 million according to the Form 144/A.

How much stock have the Garcias already sold in the past three months?

They have disposed of 1,004,971 shares across 18 transactions between 30 May and 8 July 2025.

Will the transaction dilute existing Carvana shareholders?

No. Rule 144 sales involve existing shares; no new equity is issued, so there is no dilution.

Which broker will handle the upcoming CVNA share sale?

The shares are to be sold through J.P. Morgan Securities LLC on the NYSE.