CVNA Form 4: Ernest Garcia Disposes 923,155 Class A Shares via 10b5-1

Rhea-AI Filing Summary

Transaction summary: On 08/04/2025 Ernest C. Garcia III (identified as Chief Executive Officer, Director, and 10% owner) reported sales of 923,155 shares of Carvana Co. (CVNA) Class A common stock on Form 4 pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024. The filings state the sales were effected in multiple trades with reported volume-weighted average prices across batches ranging from $366.45 to $370.77. The Form was signed 08/05/2025 by Paul Breaux by power of attorney for Mr. Garcia.

Post-transaction holdings: The Form reports beneficial ownership in two trusts: the Ernest Irrevocable 2004 Trust III (post-sale holdings shown between 581,440 and 582,672 shares across line items) and the Ernest C. Garcia III Multi-Generational Trust III (post-sale holdings shown between 681,440 and 682,673 shares across line items). The aggregate shares disposed are reported as 923,155 shares.

Insights

Financial Analyst

TL;DR: CEO reported a large, preplanned sale of 923,155 CVNA Class A shares executed under a 10b5-1 plan.

The Form 4 discloses a substantial disposal of 923,155 Carvana Class A shares by Ernest C. Garcia III on 08/04/2025. The filing explicitly states the transactions were executed pursuant to a Rule 10b5-1 plan adopted 12/13/2024, and lists VWAP ranges for trade batches between $366.45 and $370.77. Material facts for investors: the sale size, the pre-established plan, and the continued beneficial ownership reported for two trusts. This information is actionable for short-term liquidity and insider-activity monitoring but contains no new operating or financial performance data.

Corporate Governance Expert

TL;DR: Insider sale executed under an explicit 10b5-1 plan; disclosure is complete with post-sale trust holdings reported.

The filing documents compliance with Rule 10b5-1 via an established trading plan dated December 13, 2024 and provides specific VWAP ranges and post-transaction beneficial ownership by two trusts. The Form includes a power-of-attorney signature dated 08/05/2025. For governance reviewers, the filing supplies the required transactional detail and trust relationships (Investment Trustee and Co-Administrative Trustee) without indicating amendments or undisclosed arrangements in the submitted text.

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)
08/04/2025

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	08/04/2025		S		141(1)	D	$366.45	582,672	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	08/04/2025		S		140(1)	D	$366.9(3)	682,673	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		259(1)	D	$367.62(5)	582,413	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	08/04/2025		S		260(1)	D	$368.32(6)	682,413	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		430(1)	D	$368.94(7)	581,983	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	08/04/2025		S		429(1)	D	$369.44(8)	681,984	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		441(1)	D	$369.79(9)	581,542	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	08/04/2025		S		442(1)	D	$370.37(10)	681,542	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		102(1)	D	$370.74(11)	581,440	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	08/04/2025		S		102(1)	D	$370.74(11)	681,440	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. 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. This transaction was executed in multiple trades at prices ranging from $366.45 to $367.06 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.

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 $367.49 to $367.87 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.

6. This transaction was executed in multiple trades at prices ranging from $367.87 to $368.49 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 $368.57 to $369.30, 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 $369.30 to $369.50, 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 $369.60 to $370.01 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 $370.01 to $370.58 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 $370.71 to $370.77 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	08/05/2025
	** 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 Carvana (CVNA)?

The Form 4 reports that Ernest C. Garcia III sold 923,155 shares of Carvana Class A common stock on 08/04/2025.

Were the sales made under a 10b5-1 plan for CVNA?

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

What prices were reported for the CVNA share sales?

The filing discloses volume-weighted average price ranges for trade batches, with reported ranges spanning $366.45 to $370.77 across the executed transactions.

How much beneficial ownership remained after the sales?

The Form shows post-transaction beneficial ownership for the Ernest Irrevocable 2004 Trust III in the range of 581,440 to 582,672 shares and for the Ernest C. Garcia III Multi-Generational Trust III in the range of 681,440 to 682,673 shares across reported line items.

When was the Form 4 signed and who signed it?

The Form 4 is signed on 08/05/2025 by Paul Breaux by power of attorney for Ernest C. Garcia III.