[144] CARVANA CO. SEC Filing

Rhea-AI Filing Summary

Form 144 filed for CVNA: proposed sale of 10,000 common shares through Morgan Stanley Smith Barney. The filing shows the securities were acquired and paid for on 10/01/2025 through exercise of stock options and the intended sale has an aggregate market value of $3,772,400 with an approximate sale date of 10/01/2025 on the NYSE. The issuer has 138,083,496 shares outstanding, providing context on the relative size of the transaction.

The filing also discloses prior sales by the same account under a Rule 10b5-1 plan: 10,000 shares on 09/02/2025 for $3,646,586, 10,000 shares on 08/01/2025 for $3,705,457, and 40,000 shares on 07/31/2025 for $15,917,848.

Positive

• The filing explicitly states the securities were acquired by exercise of stock options and paid in cash on 10/01/2025.
• Prior dispositions were executed under a Rule 10b5-1 sales plan, which is disclosed for the past three months.

Negative

• The seller executed 60,000 shares of sales under the 10b5-1 plan during the past three months (40,000 on 07/31/2025, 10,000 on 08/01/2025, 10,000 on 09/02/2025).

Insights

Securities Analyst

TL;DR: Insider exercised options and plans a single 10,000-share sale; recent 10b5-1 sales totaling 60,000 shares were executed over three months.

These disclosures are routine Form 144 activity showing a securities holder converting options to common shares and notifying the market of an intended sale through a broker. The filing confirms the use of a 10b5-1 plan for prior sales, which typically indicates preplanned disposition rather than opportunistic trading. Given the issuer's 138 million shares outstanding, the 10,000-share proposed sale is immaterial to overall supply, while the aggregate recent sales of 60,000 shares represent a small fraction of outstanding shares. For investors, this is a transparency filing rather than a material corporate event.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 144 requirements; prior 10b5-1 plan activity is explicitly reported.

The filing meets regulatory expectations by stating acquisition method (exercise of stock options), payment method (cash), and broker details. The attestation language indicates the seller represents no undisclosed material adverse information. Reporting prior 10b5-1 sales for the past three months enhances transparency about recent insider liquidity. There are no governance red flags within the filing itself; it is a procedural notice of intended sale and recent executed sales rather than an operational disclosure.

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	3772400.00	138083496	10/01/2025	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	10/01/2025	Exercise of Stock Options	Issuer			10000	10/01/2025	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: 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	09/02/2025	10000	3646586.00
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

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 the Form 144 for CVNA disclose?

The form discloses a proposed sale of 10,000 common shares acquired by exercise of stock options and paid in cash, with an aggregate market value of $3,772,400 and an approximate sale date of 10/01/2025.

Who is the broker handling the proposed sale in the CVNA Form 144?

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

What prior insider sales are reported in the filing for CVNA?

The filing reports prior sales under a 10b5-1 plan: 40,000 shares on 07/31/2025 for $15,917,848, 10,000 shares on 08/01/2025 for $3,705,457, and 10,000 shares on 09/02/2025 for $3,646,586.

How large is the proposed sale relative to shares outstanding?

The issuer has 138,083,496 shares outstanding; the proposed sale of 10,000 shares is a small fraction of the total outstanding shares.

How were the securities acquired according to the Form 144?

The securities were acquired on 10/01/2025 by exercise of stock options from the issuer, with payment made in cash on the same date.