[144] Carvana Co. SEC Filing

Rhea-AI Filing Summary

Carvana Co. (CVNA) Form 144 notice: The filer notifies a proposed sale of 10,000 common shares through Morgan Stanley Smith Barney LLC on 09/02/2025 valued at an aggregate market value of $3,719,200.00. The shares were acquired as restricted and performance stock units on 05/01/2024 and the filer lists the issuer's total shares outstanding as 138,083,496. The filing discloses related recent executed sales under a 10b5-1 plan totaling 80,000 common shares on dates in June–August 2025, with listed gross proceeds for those sales. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information and indicates reliance on trading-plan procedures where applicable.

Positive

• Regulatory compliance: Filing submitted as a live Form 144 with required representations under Rule 144 and Rule 10b5-1.
• Transparency on acquisition: Identifies the shares as restricted and performance stock units acquired on 05/01/2024.
• Broker disclosed: Execution will be through Morgan Stanley Smith Barney LLC, providing clear execution routing.

Negative

• Insider selling activity: Prior 10b5-1 sales total 80,000 shares in the past three months, which may be perceived negatively by some investors.
• Concentration of proceeds: The proposed single sale is valued at $3,719,200, representing a non-trivial cashing out by the filer even if small versus outstanding shares.

Insights

Securities Compliance Analyst

TL;DR: Routine Form 144 disclosure showing planned sale and prior 10b5-1 executions, consistent with compliance procedures.

This filing documents a proposed sale of 10,000 common shares under Rule 144 and references multiple prior 10b5-1 plan sales totaling 80,000 shares during June–August 2025. It identifies the acquisition type as restricted and performance stock units acquired on 05/01/2024 and names the executing broker. The filing includes the required seller certification about absence of undisclosed material information and aligns with Rule 10b5-1 trading-plan disclosure practices.

Equity Capital Markets Analyst

TL;DR: Insiders are liquidating modestly relative to shares outstanding; transactions are disclosed but not clearly material to valuation.

The notice shows a proposed single-sale block of 10,000 shares (~0.007% of outstanding shares) valued at $3.72M and prior 10b5-1 sales of 80,000 shares. From a market-impact perspective, these volumes are small relative to the reported 138,083,496 shares outstanding. The disclosure helps investors track insider liquidity but does not, on its face, provide information about company operations or financial performance.

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

144: Filer Information

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

144: 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: 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
COMMON	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	10000	3719200.00	138083496	09/02/2025	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: 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 *
Common	05/01/2024	Restricted and Performance Stock Units	Issuer			10000	05/01/2024	N/A

* 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: 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
10b5-1 Sales Plan for BHJC Trust 300 E. Rio Salado Parkway Tempe AZ 85281	COMMON	08/01/2025	10000	3705457.00
10b5-1 Sales Plan for BHJC Trust 300 E. Rio Salado Parkway Tempe AZ 85281	COMMON	07/31/2025	40000	15917848.00
10b5-1 Sales Plan for BHJC Trust 300 E. Rio Salado Parkway Tempe AZ 85281	COMMON	07/01/2025	10000	3380187.32
10b5-1 Sales Plan for BHJC Trust 300 E. Rio Salado Parkway Tempe AZ 85281	COMMON	06/06/2025	20000	7012418.00

144: 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

What does Carvana's (CVNA) Form 144 disclose about the proposed sale?

The filing discloses a proposed sale of 10,000 common shares via Morgan Stanley on 09/02/2025 with an aggregate market value of $3,719,200.00.

When were the shares being sold by the filer acquired?

The shares were acquired as restricted and performance stock units on 05/01/2024.

Has the filer sold related securities recently?

Yes. The filing reports 10b5-1 plan sales of 10,000 on 08/01/2025, 40,000 on 07/31/2025, 10,000 on 07/01/2025, and 20,000 on 06/06/2025, totaling 80,000 shares.

How many shares of Carvana are outstanding according to the filing?

The filing reports 138,083,496 shares outstanding.

Does the Form 144 indicate any undisclosed material information?

By signing, the person represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.

Which broker is named for the proposed sale on Form 144?

The broker listed is Morgan Stanley Smith Barney LLC, Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.