CVNA CEO Ernest Garcia III sells 923,155 Class A shares via 10b5-1

Rhea-AI Filing Summary

Ernest C. Garcia III, Carvana Co. CEO, director and 10% owner, reported multiple sales of Class A common stock executed on 08/19/2025 totaling 923,155 shares. The sales were effected under a Rule 10b5-1 trading plan adopted December 13, 2024, and were executed in multiple trades at varying prices with reported volume-weighted average prices for groups of trades ranging roughly from $342.69 up to $356.36 per share.

The Form 4 shows the shares are held indirectly through two trusts for which Mr. Garcia serves as Investment Trustee and Co-Administrative Trustee. The report lists the number of shares owned following the transactions for each trust and indicates all transactions were dispositions (sales).

Positive

• Transactions executed pursuant to a Rule 10b5-1 trading plan, providing an affirmative defense and indicating pre-planned dispositions
• Clear disclosure of indirect ownership via the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III with the reporting person identified as trustee

Negative

• Large aggregate sale of 923,155 shares on a single transaction date, which materially reduces insider-held shares held by the trusts
• Multiple high-price sales across ranges up to ~$356.36 per share represent substantial liquidity taken by a top executive

Insights

Securities Analyst

TL;DR: Significant insider dispositions (923,155 shares) were executed under a pre-established 10b5-1 plan, reducing insider holdings held via trusts.

The report documents concentrated share sales by a principal insider who holds key executive and trustee roles. Sales executed pursuant to a 10b5-1 plan provide an affirmative defense under Rule 10b5-1 and reduce concerns about opportunistic timing, but the volume—923,155 shares—represents a material disposition that changes the insider's beneficial ownership levels held through the listed trusts. Pricing details are reported as volume-weighted averages across multiple trade batches with prices reported in ranges for each batch.

Corporate Governance Expert

TL;DR: Transactions were structured via trusts and a documented trading plan, reflecting planned liquidity rather than ad hoc sales.

The Form 4 indicates the reporting person is both Investment Trustee and Co-Administrative Trustee for two trusts that beneficially owned shares sold. The disclosure of the 10b5-1 plan adoption date and the explicit explanation of VWAP ranges for multiple trade executions demonstrates compliance with disclosure expectations. The filing provides clear provenance of indirect ownership and the nature of the dispositions.

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)
08/19/2025

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	08/19/2025		S		150(1)	D	$342.88(2)	531,290	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		150(1)	D	$342.88(2)	631,290	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/19/2025		S		911(1)	D	$344.31(5)	530,379	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		911(1)	D	$344.31(5)	630,379	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/19/2025		S		989(1)	D	$345.28(6)	529,390	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		989(1)	D	$345.28(6)	629,390	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/19/2025		S		300(1)	D	$345.97(7)	529,090	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		300(1)	D	$345.97(7)	629,090	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/19/2025		S		200(1)	D	$347.45(8)	528,890	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		200(1)	D	$347.45(8)	628,890	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/19/2025		S		541(1)	D	$348.5(9)	528,349	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		540(1)	D	$349(10)	628,350	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/19/2025		S		459(1)	D	$349.51(11)	527,890	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		460(1)	D	$350.12(12)	627,890	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/19/2025		S		600(1)	D	$350.64(13)	527,290	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		600(1)	D	$350.64(13)	627,290	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/19/2025		S		300(1)	D	$351.74(14)	526,990	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		300(1)	D	$351.74(14)	626,990	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/19/2025		S		200(1)	D	$352.82(15)	526,790	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		200(1)	D	$352.82(15)	626,790	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/19/2025		S		150(1)	D	$354.09(16)	526,640	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		150(1)	D	$354.09(16)	626,640	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/19/2025		S		200(1)	D	$356.36(17)	526,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/19/2025		S		200(1)	D	$356.36(17)	626,440	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock								923,155	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 $342.69 to $343.10 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 $343.82 to $344.82 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 $344.83 to $345.78, 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 $345.87 to $346.22 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 $347.07 to $348.00 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 $348.23 to $348.66, 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.

10. This transaction was executed in multiple trades at prices ranging from $348.66 to $349.16, 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 $349.30 to $349.97 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 $349.97 to $350.20 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 $350.34 to $351.16 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 $351.35 to $352.26 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 $352.56 to $352.99 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 $353.73 to $354.51 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.

17. This transaction was executed in multiple trades at prices ranging from $356.00 to $356.81 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	08/20/2025
	** 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

What insider transactions did Carvana (CVNA) report on this Form 4?

The Form 4 reports that Ernest C. Garcia III sold a total of 923,155 shares of Class A common stock on 08/19/2025 in multiple trades.

Were the Carvana (CVNA) insider sales part of a trading plan?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024.

How were the sold shares held prior to sale according to the filing?

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

What price ranges were reported for the share sales?

The filing reports multiple trade batches with VWAPs and execution ranges; groupings show prices roughly from $342.69 to $356.36 per share across the reported trades.

Does the filing indicate whether these were sales or purchases?

All reported transactions in Table I are dispositions (sales) indicated by the code 'S' and by amounts labeled as 'D'.