CVNA CEO Ernest Garcia III Disposes 921,926 Class A Shares via 10b5-1

Rhea-AI Filing Summary

Ernest C. Garcia III, Carvana Co. director, CEO and 10% owner, reported multiple sales of Class A common stock on 09/09/2025 under a Rule 10b5-1 trading plan adopted December 13, 2024. The filing lists a series of dispositions executed in multiple trades at volume-weighted average prices in the $368.67–$374.20 range and shows a total of 921,926 shares sold across trusts for which he serves as Investment Trustee or Co-Administrative Trustee. The report is filed individually (Form filed by One Reporting Person) and was signed via power of attorney on 09/11/2025. The filing discloses direct holdings by two trusts: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III.

Positive

• Transactions executed under a Rule 10b5-1 trading plan, reducing concern about trading on material non-public information
• Detailed disclosure of VWAP ranges for each trade block and offer to provide per-trade details on request
• Clear identification of trustee roles and indirect ownership through named trusts

Negative

• Large aggregate share disposals totaling 921,926 Class A shares, which materially reduce insider-held shares
• No information on remaining total percentage ownership or post-sale ownership percentage relative to outstanding shares is provided in the filing

Insights

Financial Analyst

TL;DR: Insider sales of 921,926 CVNA shares executed via a 10b5-1 plan; transaction appears routine rather than company-specific.

These sales are explicitly tied to a pre-existing Rule 10b5-1 plan adopted December 13, 2024, which reduces the likelihood that transactions were based on non-public information. The filing provides volume-weighted average price bands for multiple trade blocks between $368.67 and $374.20, showing execution across a narrow price range. From an investor-impact perspective, the filing documents substantial share disposals but does not include any allegations of impropriety or derivative transactions. The disclosure of trustee roles clarifies the indirect ownership structure.

Corporate Governance Expert

TL;DR: Insider adhered to procedural safeguards (10b5-1 plan) and fully disclosed trustee relationships and VWAP ranges.

The report meets key governance disclosure expectations: it identifies the reporting person’s roles (director, CEO, 10% owner), the trusts benefiting from the sales, and the existence and adoption date of the 10b5-1 plan. The signer executed via power of attorney and the filing offers to provide detailed per-trade quantities and prices to regulators or shareholders upon request, which strengthens transparency. No amendments or derivatives are disclosed.

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)
09/09/2025

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	09/09/2025		S		182(1)	D	$368.87(2)	461,258	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/09/2025		S		181(1)	D	$369.34(4)	561,259	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/09/2025		S		718(1)	D	$369.78(6)	460,540	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/09/2025		S		719(1)	D	$370.29(7)	560,540	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/09/2025		S		1,756(1)	D	$370.82(8)	458,784	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/09/2025		S		1,755(1)	D	$371.42(9)	558,785	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/09/2025		S		1,094(1)	D	$371.93(10)	457,690	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/09/2025		S		1,095(1)	D	$372.42(11)	557,690	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/09/2025		S		883(1)	D	$372.98(12)	456,807	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/09/2025		S		884(1)	D	$373.57(13)	556,806	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/09/2025		S		367(1)	D	$374.04(14)	456,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/09/2025		S		366(1)	D	$374.15(15)	556,440	I	Ernest C. Garcia III Multi-Generational Trust III(5)
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. This transaction was executed in multiple trades at prices ranging from $368.67 to $369.12 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. This transaction was executed in multiple trades at prices ranging from $369.12 to $369.52 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.

5. 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.

6. This transaction was executed in multiple trades at prices ranging from $369.68 to $369.98 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 $369.98 to $370.62 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 $370.70 to $371.05 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 $371.05 to $371.69 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.

10. This transaction was executed in multiple trades at prices ranging from $371.71 to $372.16, 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 $372.16 to $372.66, 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.

12. This transaction was executed in multiple trades at prices ranging from $372.74 to $373.29, 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 $373.29 to $373.70, 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 $373.98 to $374.11, 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 $374.11 to $374.20, 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/11/2025
	** 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 CVNA shares did Ernest C. Garcia III sell on 09/09/2025?

The filing reports aggregate dispositions of 921,926 Class A shares sold on 09/09/2025.

Were these CVNA sales part of a 10b5-1 trading plan?

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

At what prices were the CVNA shares sold?

The filing provides volume-weighted average price bands for multiple trade blocks with VWAPs in the approximate range of $368.67 to $374.20.

Which entities held the shares sold by Ernest C. Garcia III?

Shares were held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, for which he is Investment Trustee and Co-Administrative Trustee.

Who signed the Form 4 filing for Ernest C. Garcia III?

The form was signed by Paul Breaux, by power of attorney for Ernest C. Garcia III, with a signature date of 09/11/2025.