Carvana insider files Form 144 after option exercise; recent 10b5-1 sales total $31M

Rhea-AI Filing Summary

Form 144 filed for Carvana Co. (CVNA) reports a proposed sale of 12,750 common shares with an aggregate market value of $4,741,980 to be sold through Morgan Stanley Smith Barney on the NYSE on 09/02/2025. The filing states these 12,750 shares were acquired and paid for on 09/02/2025 by exercise of stock options and paid in cash. The form also discloses four 10b5-1 sales by the same account during the past three months totaling 83,187 shares and gross proceeds of $30,974,025.85 (sales on 06/06/2025, 07/01/2025, 07/31/2025 and 08/01/2025). The filer represents no undisclosed material adverse information and indicates reliance on a 10b5-1 plan for prior sales.

Positive

• Full disclosure of acquisition method (exercise of stock options) and payment details for the 12,750 shares
• Broker and exchange identified (Morgan Stanley Smith Barney; NYSE), enabling transparent trade routing
• Prior 10b5-1 sales disclosed, showing the filer is using documented trading plans for sales

Negative

• Substantial insider selling in the past three months: 83,187 shares sold for $30,974,025.85, which may increase share supply
• Concentration of sales (multiple transactions within a short period) could be interpreted by some investors as reduced insider holding

Insights

Securities Analyst

TL;DR: Insider exercised options and is selling newly acquired shares; large recent 10b5-1 sales totaled 83,187 shares for about $31.0M.

The filing documents a routine Rule 144 notice for the sale of 12,750 shares acquired by option exercise on the same day and intended to be sold through Morgan Stanley Smith Barney. The material point for investors is the scale and cadence of insider liquidity: four 10b5-1 sales in the prior three months plus the proposed sale indicate ongoing disposition activity rather than a single isolated sale. This is a disclosure of insider transactions, not an operational disclosure; it does not itself provide information about company fundamentals but is relevant for share supply and insider confidence signals.

Corporate Governance Expert

TL;DR: The filer used standard compliance mechanisms (Rule 144 and 10b5-1); signatures represent certification of no undisclosed material adverse facts.

The document shows compliance with disclosure requirements: the filer states the securities were acquired by option exercise and paid in cash, and prior disposals were executed under a 10b5-1 plan. From a governance perspective, regular 10b5-1 sales and contemporaneous exercise-and-sell activity are permissible but noteworthy for stakeholder oversight. The filing contains clear transaction dates, broker, and gross proceeds, enabling investors and compliance teams to track insider liquidity precisely.

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	12750	4741980.00	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	09/02/2025	Exercise of Stock Options	Issuer			12750	09/02/2025	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 for MARK JENKINS 300 E. Rio Salado Parkway Tempe AZ 85281	Common	08/01/2025	12750	4734120.00
10b5-1 Sales for MARK JENKINS 300 E. Rio Salado Parkway Tempe AZ 85281	Common	07/31/2025	37687	14925850.35
10b5-1 Sales for MARK JENKINS 300 E. Rio Salado Parkway Tempe AZ 85281	Common	07/01/2025	12750	4314055.50
10b5-1 Sales for MARK JENKINS 300 E. Rio Salado Parkway Tempe AZ 85281	Common	06/06/2025	20000	7000000.00

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 report?

The form reports a proposed sale of 12,750 common shares valued at $4,741,980 to be sold on 09/02/2025 through Morgan Stanley Smith Barney on the NYSE.

How were the 12,750 shares acquired according to the filing?

They were acquired on 09/02/2025 by exercise of stock options from the issuer and paid for in cash on the same date.

What insider sales occurred in the past three months for this account?

The filing lists four 10b5-1 sales: 06/06/2025 (20,000 shares, $7,000,000), 07/01/2025 (12,750 shares, $4,314,055.50), 07/31/2025 (37,687 shares, $14,925,850.35), and 08/01/2025 (12,750 shares, $4,734,120).

What total proceeds and shares were reported from recent 10b5-1 sales?

Total shares sold in the past three months: 83,187 shares; total gross proceeds: $30,974,025.85.

Does the filing indicate any undisclosed material information about Carvana (CVNA)?

By signing, the filer represents they do not know any material adverse information