Carvana CEO Ernest Garcia III Disposes of 921,926 CVNA Shares via 10b5-1

Rhea-AI Filing Summary

Ernest C. Garcia III, Chief Executive Officer, Director and >10% owner of Carvana Co. (CVNA), reported insider sales on 09/22/2025. The Form 4 shows dispositions executed pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024. The filings list multiple sales totaling 921,926 shares of Class A common stock at reported volume-weighted average prices ranging from $384.54 to $392.56 (individual trade ranges provided in the remarks). Transactions are reported as indirect holdings through two trusts for which Mr. Garcia serves as Investment Trustee and Co-Administrative Trustee.

Positive

• None.

Negative

• Reported sale of 921,926 Class A shares by the CEO/Director/10% owner on 09/22/2025
• Sales executed at prices between $384.54 and $392.56 as indicated by volume-weighted averages and trade ranges

Insights

Financial Analyst

TL;DR: Insider sales of 921,926 CVNA shares were executed under a pre-established 10b5-1 plan; amounts and price ranges are disclosed.

The Form 4 discloses substantial dispositions by the CEO and >10% owner on a single date, executed under a Rule 10b5-1 plan adopted December 13, 2024. The filing provides volume-weighted average prices and per-trade price ranges for multiple blocks, allowing verification of execution prices. While the transactions reduce the reporter’s indirect holdings through two trusts, the filing does not state reasons beyond the trading plan. From a liquidity and signaling perspective, these are documented, preplanned sales rather than open-market ad hoc disposals.

Corporate Governance Expert

TL;DR: CEO/Director sales followed a 10b5-1 program; disclosures identify trust ownership and trustee roles.

The filing clearly identifies the reporting person’s roles and the two trusts holding the shares, and it states the reporter’s fiduciary titles for each trust. Use of a 10b5-1 plan is explicitly checked and dated, which supports compliance with Section 16 timing rules. The form provides detailed execution price ranges and commits to supply per-trade allocation if requested by regulators or shareholders. No amendments or additional explanations beyond the standard 10b5-1 disclosure are included.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GARCIA ERNEST C. III

(Last) (First) (Middle)

C/O CARVANA CO.

300 E. RIO SALADO PARKWAY

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/22/2025		S		50(1)	D	$384.54	416,390	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/22/2025		S		50(1)	D	$384.54	516,390	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/22/2025		S		300(1)	D	$385.45(4)(5)	416,090	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/22/2025		S		300(1)	D	$385.45(4)(5)	516,090	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/22/2025		S		350(1)	D	$387.29(4)(6)	415,740	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/22/2025		S		350(1)	D	$387.29(4)(6)	515,740	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/22/2025		S		400(1)	D	$388.2(4)(7)	415,340	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/22/2025		S		400(1)	D	$388.2(4)(7)	515,340	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/22/2025		S		325(1)	D	$389.31(4)(8)	415,015	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/22/2025		S		325(1)	D	$389.31(4)(8)	515,015	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/22/2025		S		913(1)	D	$390.26(4)(9)	414,102	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/22/2025		S		912(1)	D	$390.84(4)(10)	514,103	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/22/2025		S		2,562(1)	D	$391.36(4)(11)	411,540	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/22/2025		S		2,562(1)	D	$391.36(4)(11)	511,541	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/22/2025		S		100(1)	D	$392.29	411,440	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/22/2025		S		101(1)	D	$392.56(4)(12)	511,440	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock								921,926	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024.

2. These shares of Class A Common Stock are held directly by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Irrevocable Trust.

3. These shares of Class A Common Stock are held directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Multi-Generational Trust.

4. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.

5. This transaction was executed in multiple trades at prices ranging from $385.07 to $385.94, inclusive.

6. This transaction was executed in multiple trades at prices ranging from $386.72 to $387.69, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $387.87 to $388.74, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $388.96 to $389.93, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $389.98 to $390.59, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $390.59 to $390.94, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $391.00 to $391.99, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $392.29 to $392.56, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Ernest C. Garcia III report on Form 4 for CVNA?

He reported dispositions of Class A common stock totaling 921,926 shares under a Rule 10b5-1 plan adopted December 13, 2024.

When were the transactions executed according to the Form 4 for CVNA?

The transactions occurred on 09/22/2025 and were reported on the Form 4 dated 09/23/2025.

At what prices were the CVNA shares sold in the reported transactions?

Volume-weighted average prices reported range from $384.54 to $392.56; the filing lists specific per-trade price ranges in the remarks.

Were the sales part of a prearranged plan?

Yes. The Form 4 checks the box indicating the sales were made pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024.

Through what entities were the shares held?

The shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III; Mr. Garcia is Investment Trustee and Co-Administrative Trustee of both.