[144] Carvana Co. SEC Filing

Rhea-AI Filing Summary

Carvana Co. (CVNA) Form 144 filing: insider Thomas Taira has notified the SEC of his intent to sell up to 10,000 common shares through Morgan Stanley on or after 01 Aug 2025. The proposed block carries an estimated market value of $3.75 million and will trade on the NYSE. Carvana has 138.08 million shares outstanding, so the sale equals roughly 0.007% of total shares.

The shares derive from three restricted-stock vesting events (1 May, 1 Jun, 1 Jul 2024) that cumulatively delivered 10,000 shares to the filer. Under Rule 144 aggregation rules, Taira’s recent activity is material: over the last three months he already disposed of 80,878 shares for gross proceeds of about $24.04 million, with individual trades ranging from 5,000 to 35,000 shares between 01 May and 06 Jun 2025.

The filer certifies that no undisclosed adverse information is known and that the sale will comply with Rule 144 conditions. No other operational or financial metrics are included in this notice.

Positive

• None.

Negative

• Continued insider selling: Thomas Taira sold 80,878 shares (~$24 M) in the last three months and now plans to dispose of another 10,000 shares, increasing potential supply and possibly dampening market sentiment.

Insights

Securities Analyst

TL;DR: Insider plans fresh 10 K-share sale after 80.9 K already sold; moderate negative signal due to continued liquidation.

This Form 144 flags sustained insider selling. The additional 10,000-share block (~$3.75 M) follows $24 M of disposals in the prior quarter, taking cumulative potential sales to ~90,878 shares. While the percentage of total shares outstanding is modest, recurrent transactions can weigh on sentiment, especially in a volatile equity such as CVNA. The filing offers no offsetting bullish data (no buys, no operational update). Investors typically monitor such patterns as a gauge of insider confidence and potential supply overhang.

Corporate Governance Expert

TL;DR: Filing shows procedural compliance but highlights sizable insider cash-out; governance risk low, perception risk higher.

From a governance standpoint, Taira follows Rule 144 disclosure and affirms absence of material non-public information, signalling procedural integrity. However, the scale and frequency of sales—five completed plus one forthcoming—may raise questions about long-term alignment between management and shareholders. The notice does not reference a 10b5-1 plan, limiting clarity on pre-arranged trading intent. Though not inherently problematic, concentrated insider selling often draws scrutiny and can influence proxy-season discussions on executive compensation and retention incentives.

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	3750431.00	138083496	08/01/2025	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	06/01/2024	Restricted stock vesting under a registered plan	Issuer			746	06/01/2024	Not Applicable
Common	05/01/2024	Restricted stock vesting under a registered plan	Issuer			8509	05/01/2024	Not Applicable
Common	07/01/2024	Restricted stock vesting under a registered plan	Issuer			745	07/01/2024	Not Applicable

* 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
Thomas Taira 300 E. Rio Salado Parkway Tempe AZ 85281	Common	06/06/2025	10000	3502933.00
Thomas Taira 300 E. Rio Salado Parkway Tempe AZ 85281	Common	05/30/2025	10000	3251753.00
Thomas Taira 300 E. Rio Salado Parkway Tempe AZ 85281	Common	05/14/2025	20878	6263400.00
Thomas Taira 300 E. Rio Salado Parkway Tempe AZ 85281	Common	05/08/2025	35000	9725000.00
Thomas Taira 300 E. Rio Salado Parkway Tempe AZ 85281	Common	05/01/2025	5000	1300000.00

144: Remarks and Signature

Remarks

Date of Notice

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 does Thomas Taira plan to sell?

The Form 144 covers 10,000 common shares with an estimated value of $3.75 million.

When is the planned sale date for the Form 144 shares?

The approximate sale date disclosed is 01 August 2025.

What broker will facilitate the CVNA insider sale?

Morgan Stanley Smith Barney LLC, Executive Financial Services, New York, NY.

How many CVNA shares has the insider sold in the past three months?

The filing lists 80,878 shares already sold between 01 May 2025 and 06 Jun 2025.

What percentage of Carvana's shares outstanding does the proposed sale represent?

10,000 shares equal roughly 0.007% of the 138.08 million shares outstanding.

Were the shares being sold newly acquired?

Yes. They originated from restricted-stock vesting events on 1 May, 1 Jun, and 1 Jul 2024 totaling 10,000 shares.