CVNA Insider Sales: Ernest Garcia III Disposes 921,926 Class A Shares on 09/18/2025

Rhea-AI Filing Summary

Ernest C. Garcia III, Carvana Co. (CVNA) director, CEO and 10% owner, reported multiple sales of Class A common stock executed on 09/18/2025 under a Rule 10b5-1 trading plan adopted December 13, 2024. The transactions were completed in numerous trades at volume-weighted average prices shown (examples: $377.09; other trades ranged from $376.78 to $393.14). The Form 4 lists aggregate dispositions across the reported lines totaling 921,926 shares sold. The filing discloses the shares are held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where the reporting person serves as Investment Trustee and Co-Administrative Trustee. The Form 4 was signed by a Power of Attorney on behalf of the reporting person.

Positive

• Sales executed under a Rule 10b5-1 trading plan, indicating the transactions were pre-planned and designed to comply with insider-trading rules
• Detailed disclosure of price ranges and volume-weighted average prices for multiple trade batches, improving transparency
• Clear identification of indirect holdings (Ernest Irrevocable 2004 Trust III and Multi-Generational Trust III) and the reporting person’s trustee roles

Negative

• Large aggregate insider dispositions: 921,926 shares sold, which is material given the reporting person’s status as a director, CEO and 10% owner
• No purchases or offsetting acquisitions reported on the Form 4, so overall insider ownership was reduced by the disclosed sales

Insights

Securities Analyst

TL;DR: Large, pre-planned insider sales totaling 921,926 shares executed under a 10b5-1 plan; routine disclosure but notable size.

The Form 4 shows material dispositions by a major insider executed pursuant to an established Rule 10b5-1 trading plan adopted December 13, 2024. The filing provides volume-weighted average prices and explicit price ranges for multiple trade batches on 09/18/2025, improving transparency on execution. Because the reporting person is both an executive and a significant owner, the aggregate sale size is material and may affect float and short-term liquidity. The filing does not indicate any acquisitions or derivative transactions; all listed entries are sales.

Corporate Governance Expert

TL;DR: Transactions followed a documented 10b5-1 plan and were disclosed properly, reducing concerns about opportunistic timing.

The disclosure clearly states the sales were effected under a Rule 10b5-1 plan, including the plan adoption date and a commitment to provide trade-level detail if requested. The shares are held indirectly through trusts for which the reporting person is trustee, and the Form 4 properly identifies beneficial ownership post-transactions. From a governance and compliance perspective, the filing contains the relevant procedural detail expected for insider sales of this magnitude.

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)
09/18/2025

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	09/18/2025		S		478(1)	D	$377.09(2)(3)	425,962	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		478(1)	D	$377.09(2)(3)	525,962	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		200(1)	D	$378.32(2)(6)	425,762	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		200(1)	D	$378.32(2)(6)	525,762	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		550(1)	D	$380.03(2)(7)	425,212	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		550(1)	D	$380.03(2)(7)	525,212	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		411(1)	D	$381.07(2)(8)	424,801	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		410(1)	D	$381.69(2)(9)	524,802	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		311(1)	D	$382.23(2)(10)	424,490	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		312(1)	D	$382.53(2)(11)	524,490	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		148(1)	D	$383.96(2)(12)	424,342	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		148(1)	D	$383.96(2)(12)	524,342	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		102(1)	D	$384.85(2)(13)	424,240	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		102(1)	D	$384.85(2)(13)	524,240	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		200(1)	D	$386.07(2)(14)	424,040	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		200(1)	D	$386.07(2)(14)	524,040	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		105(1)	D	$387.51(2)(15)	423,935	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		105(1)	D	$387.51(2)(15)	523,935	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		645(1)	D	$388.42(2)(16)	423,290	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		645(1)	D	$388.42(2)(16)	523,290	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		450(1)	D	$389.47(2)(17)	422,840	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		450(1)	D	$389.47(2)(17)	522,840	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		350(1)	D	$390.55(2)(18)	422,490	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		350(1)	D	$390.55(2)(18)	522,490	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		311(1)	D	$391.46(2)(19)	422,179	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		311(1)	D	$391.46(2)(19)	522,179	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		389(1)	D	$392.72(2)(20)	421,790	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		389(1)	D	$392.72(2)(20)	521,790	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. 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. This transaction was executed in multiple trades at prices ranging from $376.78 to $377.59 inclusive.

4. 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.

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 $378.14 to $378.52, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $379.52 to $380.52, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $380.99 to $381.33, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $381.33 to $381.96, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $382.07 to $382.43, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $382.49 to $382.59, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $383.69 to $384.46, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $384.72 to $384.98, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $385.85 to $386.20, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $387.03 to $388.02, inclusive.

16. This transaction was executed in multiple trades at prices ranging from $388.03 to $388.99, inclusive.

17. This transaction was executed in multiple trades at prices ranging from $389.04 to $389.89, inclusive.

18. This transaction was executed in multiple trades at prices ranging from $390.05 to $391.04, inclusive.

19. This transaction was executed in multiple trades at prices ranging from $391.17 to $392.07, inclusive.

20. This transaction was executed in multiple trades at prices ranging from $392.18 to $393.14, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/19/2025
	** 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 did CVNA insider Ernest C. Garcia III disclose on Form 4?

The Form 4 discloses multiple sales of Class A common stock on 09/18/2025 executed under a Rule 10b5-1 plan, totaling 921,926 shares sold.

Were the sales by CVNA insider part of a planned trading arrangement?

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

At what prices were the CVNA shares sold?

The Form 4 reports a volume-weighted average price example of $377.09 for one line and notes trade price ranges across batches from $376.78 to $393.14.

How are the sold shares held according to the filing?

The shares are held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III; the reporting person is Investment Trustee and Co-Administrative Trustee.

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

The Form 4 was signed by Paul Breaux, by Power of Attorney for Ernest C. Garcia III on 09/19/2025.