CVNA Insider Filing Shows New 500,000-Share Block Sale

Rhea-AI Filing Summary

Carvana Co. (NYSE: CVNA) has received a Form 144 notice for a substantial secondary share sale. The filing shows that Ernest C. Garcia II and Elizabeth Joanne Garcia plan to dispose of 500,000 shares of the company’s Class A common stock through J.P. Morgan Securities LLC on or about 9 July 2025. The block is valued at $172.96 million based on the market price stated in the form and equals roughly 0.37 % of the 135,023,435 shares outstanding.

The Garcias acquired the shares on 27 April 2017 via a “Conversion – Exchange of Units” transaction paid in cash. The filing also details an extensive history of recent sales: during the period from 30 May 2025 to 8 July 2025 they sold approximately 1,004,971 shares of Class A common stock in 18 separate transactions, generating gross proceeds of more than $340 million. When combined with the newly proposed sale, total planned and executed disposals reach roughly 1.5 million shares within a little over two months.

Key data

• Shares to be sold: 500,000
• Aggregate market value: $172.96 million
• Broker: J.P. Morgan Securities LLC
• Recent three-month sales: ~1.0 million shares
• Outstanding shares: 135,023,435

This continued and sizeable selling activity by the named shareholders may influence market sentiment, particularly given the scale relative to daily trading volumes and the short time frame involved.

Positive

• None.

Negative

• Additional 500,000-share sale worth $172.96 million adds supply overhang shortly after roughly 1 million shares were sold in the prior three months.
• Continued large disposals by the same shareholders may signal reduced confidence or commitment, potentially pressuring CVNA’s share price.

Insights

Securities Analyst

TL;DR: Large Form 144 signals another 500k-share sale after 1 M shares already sold—pressure on supply, modestly negative for CVNA.

The filing discloses a planned $173 million block sale representing 0.37 % of shares outstanding. While the percentage of float is not massive, the same sellers have already unloaded roughly 1 million shares since late May, pointing to continued liquidation. Such sequential disposals typically weigh on short-term price momentum by expanding effective free float and creating an overhang. No information is provided regarding use of proceeds or insider intent, so investors can only interpret the action as portfolio rebalancing or profit-taking. In aggregate, roughly 1.5 million shares have hit or will soon hit the market—meaningful given Carvana’s limited public float post-recapitalisation. I consider the news modestly negative for near-term trading dynamics.

Corporate Governance Expert

TL;DR: Repeated large sales by the same parties raise governance and signaling questions—investors may view the pattern unfavorably.

The Garcias’ filing follows at least 18 sales in the prior three months. Rule 144 requires disclosure when affiliates or large shareholders offload restricted stock, and the data show a consistent, high-volume selling plan. While the sellers certify they possess no undisclosed adverse information, the scale and cadence can be interpreted as diminished long-term alignment with minority shareholders. Absent accompanying corporate disclosures explaining strategic rationale, governance observers often flag such activity as a potential red flag. Effect on voting power is likely limited, but the optics and possible signaling effects are negative.

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
Class A Common Stock	J.P. Morgan Securities LLC 390 Madison Avenue, 6th Floor New York NY 10017	500000	172960000	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: 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			500000	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: 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: 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 being offered in this Form 144 filing?

The filing covers 500,000 shares of Class A common stock.

What is the estimated market value of the shares to be sold?

The aggregate market value stated is $172.96 million.

Who is selling the shares in this Form 144?

The sellers are Ernest C. Garcia II and Elizabeth Joanne Garcia, acting jointly.

When is the planned sale date for the 500,000 shares?

The approximate sale date listed is July 9, 2025.

How many Carvana shares have these sellers already disposed of in the last three months?

They have sold about 1,004,971 shares between 30 May 2025 and 8 July 2025.

Which broker will execute the proposed sale?

The broker of record is J.P. Morgan Securities LLC.