Carvana Insider Form 4: Garcia III Disposes 13,456 Shares

Rhea-AI Filing Summary

Carvana Co. (CVNA) CEO, director and 10% owner Ernest C. Garcia III disclosed the indirect sale of 13,456 Class A shares on 28-29 Jul 2025 via two family trusts. Sale prices ranged from $328.20 to $338.66, implying gross proceeds of roughly $4.5 million. All dispositions were carried out under a Rule 10b5-1 plan adopted 13 Dec 2024, indicating the trades were pre-scheduled and not based on near-term corporate developments.

After these transactions, the Ernest Irrevocable 2004 Trust III holds about 604 k shares and the Ernest C. Garcia III Multi-Generational Trust III retains roughly 706 k shares, leaving Garcia’s combined indirect interest above 1.3 million shares. No derivative activity or changes in direct ownership were reported. While the dollar amount is modest relative to his remaining stake, the filing informs investors of ongoing insider selling and updates the beneficial ownership table. No operational or financial metrics were provided.

Positive

• Trades executed under a Rule 10b5-1 plan, reducing the risk of opportunistic selling allegations.
• CEO retains a significant 1.3 million-share stake, maintaining alignment with shareholder interests.

Negative

• Insider selling by the CEO can signal reduced confidence and may weigh on sentiment, even if modest in size.

Insights

Equity Analyst

TL;DR: CEO sold 13.5k CVNA shares (~$4.5 m) via 10b5-1 plan; small vs. 1.3 m remaining—marginally negative sentiment.

The sales equal roughly 1% of Mr. Garcia’s indirect Class A position. Although executed under a pre-arranged 10b5-1 plan, insider selling by a founder-CEO often draws investor scrutiny, especially after a sharp share-price recovery. The dollar size is limited and leaves a substantial remaining stake, so I view the impact as mildly negative rather than a major red flag. No derivatives were exercised, suggesting the move was liquidity-driven rather than a shift in long-term conviction.

Corporate Governance Specialist

TL;DR: Pre-scheduled 10b5-1 trades mitigate governance concern; disclosure keeps transparency high—overall neutral impact.

The adoption date (13 Dec 2024) predates the sales by over seven months, satisfying recent SEC guidelines on cooling-off periods for 10b5-1 plans. Both trusts remain heavily invested, aligning management with shareholders. From a governance lens, the filing demonstrates compliance and adequate disclosure; therefore, I classify the event as not materially impactful.

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)
07/28/2025

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	07/28/2025		S		611(1)	D	$334.23(2)	610,829	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/28/2025		S		611(1)	D	$334.23(2)	710,829	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/28/2025		S		935(1)	D	$335.23(5)	609,894	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/28/2025		S		934(1)	D	$335.61(6)	709,895	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/28/2025		S		1,963(1)	D	$336.08(7)	607,931	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/28/2025		S		1,964(1)	D	$336.55(8)	707,931	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/28/2025		S		1,188(1)	D	$337.19(9)	606,743	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/28/2025		S		1,188(1)	D	$337.19(9)	706,743	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/28/2025		S		303(1)	D	$338.4(10)	606,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/28/2025		S		303(1)	D	$338.4(10)	706,440	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/29/2025		S		592(1)	D	$328.2(11)	605,848	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		591(1)	D	$328.57(12)	705,849	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/29/2025		S		628(1)	D	$329.14(13)	605,220	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		628(1)	D	$329.14(13)	705,221	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/29/2025		S		605(1)	D	$329.94(14)	604,615	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		606(1)	D	$330.35(15)	704,615	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/29/2025		S		292(1)	D	$331.12(16)	604,323	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		292(1)	D	$331.12(16)	704,323	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock								924,384	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. This transaction was executed in multiple trades at prices ranging from $333.76 to $334.41 inclusive. 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.

3. 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.

4. 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.

5. This transaction was executed in multiple trades at prices ranging from $334.86 to $335.39 inclusive. 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.

6. This transaction was executed in multiple trades at prices ranging from $335.39 to $335.84 inclusive. 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.

7. This transaction was executed in multiple trades at prices ranging from $335.88 to $336.31, inclusive. 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.

8. This transaction was executed in multiple trades at prices ranging from $336.31 to $336.88, inclusive. 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.

9. This transaction was executed in multiple trades at prices ranging from $336.89 to $337.87 inclusive. 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.

10. This transaction was executed in multiple trades at prices ranging from $337.90 to $338.66 inclusive. 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.

11. This transaction was executed in multiple trades at prices ranging from $327.69 to $328.46, inclusive. 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.

12. This transaction was executed in multiple trades at prices ranging from $328.46 to $328.69, inclusive. 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.

13. This transaction was executed in multiple trades at prices ranging from $328.73 to $329.73 inclusive. 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.

14. This transaction was executed in multiple trades at prices ranging from $329.74 to $330.15, inclusive. 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.

15. This transaction was executed in multiple trades at prices ranging from $330.15 to $330.71, inclusive. 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.

16. This transaction was executed in multiple trades at prices ranging from $330.75 to $331.75 inclusive. 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	07/30/2025
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Carvana (CVNA) shares did the CEO sell?

The filing shows indirect sales totaling 13,456 Class A shares on 28-29 Jul 2025.

What price range were CVNA shares sold at?

Sale prices ranged from $328.20 to $338.66 per share, based on volume-weighted averages.

Was the transaction under a 10b5-1 trading plan?

Yes. The plan was adopted on 13 Dec 2024, indicating the sales were pre-scheduled.

How many CVNA shares does Ernest C. Garcia III still own?

After the sales, his two trusts still hold a combined ≈1.31 million shares of Class A stock.

Does the Form 4 affect Carvana's financial outlook?

No operating or financial guidance was provided; the filing only reports insider trading activity.