CVNA Form 4: Garcia Disposes of <1% Holding Under Pre-Set Plan

Rhea-AI Filing Summary

Carvana Co. (CVNA) – Form 4 insider activity

On 7-8 July 2025, Chief Executive Officer, Director and >10% owner Ernest C. Garcia III reported the sale of Class A common stock through two family trusts under a Rule 10b5-1 trading plan adopted 13 Dec 2024.

• Shares sold: 10,096 in aggregate (5,048 by the Ernest Irrevocable 2004 Trust III and 5,048 by the Ernest C. Garcia III Multi-Generational Trust III).
• Price range: VWAP between $344.31 and $353.43, with individual trades executed within detailed price bands disclosed in the footnotes.
• Proceeds: Approximately $3.5 million (based on ~$348 blended price) across both trusts.
• Remaining indirect holdings: 1,443,286 shares combined (671,440 and 771,846 respectively) after the transactions.
• No derivative transactions were reported.

The sale represents <1 % of Mr. Garcia’s reported indirect stake and was made pursuant to a pre-arranged plan, limiting the informational value of the disposal. Nonetheless, investors often monitor any selling by founder-executives, especially at elevated share prices.

Positive

• Sales executed under a pre-arranged Rule 10b5-1 plan, demonstrating procedural compliance and reducing risk of opportunistic trading accusations.
• CEO retains a large indirect stake of ~1.44 million shares, maintaining alignment with shareholder interests.

Negative

• Founder-CEO sold 10,096 shares, which can be perceived as a negative sentiment signal despite small relative size.
• Aggregate proceeds of roughly $3.5 million indicate selling into recent strength, potentially pressuring short-term market perception.

Insights

Securities Analyst

TL;DR: CEO sold ~10k shares (<1%) via 10b5-1 plan; signal limited, mildly negative sentiment.

The filing shows modest, programmatic sales by Mr. Garcia. Because the dispositions were pre-scheduled under Rule 10b5-1, they are less likely to imply a shift in management’s outlook. The quantity is immaterial relative to his >1.4 million-share indirect stake, so dilution or control implications are negligible. However, any insider selling—particularly by a founder-CEO—can pressure sentiment, especially given recent share-price strength reflected in sale prices above $340. Overall impact is minor; I view the disclosure as routine.

Corporate Governance Expert

TL;DR: Properly disclosed, rule-compliant sales reinforce governance; ownership remains substantial.

Garcia’s use of a 10b5-1 plan adopted months in advance aligns with best-practice governance, mitigating allegations of opportunistic trading. The simultaneous reporting of detailed price bands and residual holdings enhances transparency. Post-sale, the trusts retain significant exposure, maintaining alignment with shareholders. From a governance perspective, the transactions are neutral to slightly positive, although optics of any CEO selling must be weighed against the plan’s pre-determined nature.

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)
07/08/2025

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	07/08/2025		S		48(1)	D	$360.42	676,440	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	07/08/2025		S		48(1)	D	$360.42	776,440	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	07/09/2025		S		216(1)	D	$344.31(4)	676,224	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	07/09/2025		S		216(1)	D	$344.31(4)	776,224	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	07/09/2025		S		935(1)	D	$345.52(5)	675,289	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	07/09/2025		S		935(1)	D	$345.52(5)	775,289	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	07/09/2025		S		427(1)	D	$346.48(6)	674,862	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	07/09/2025		S		427(1)	D	$346.48(6)	774,862	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	07/09/2025		S		319(1)	D	$347.33(7)	674,543	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	07/09/2025		S		318(1)	D	$347.89(8)	774,544	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	07/09/2025		S		346(1)	D	$348.55(9)	674,197	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	07/09/2025		S		346(1)	D	$348.55(9)	774,198	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	07/09/2025		S		1,409(1)	D	$349.39(10)	672,788	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	07/09/2025		S		1,410(1)	D	$349.81(11)	772,788	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	07/09/2025		S		598(1)	D	$350.25(12)	672,190	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	07/09/2025		S		597(1)	D	$350.72(13)	772,191	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	07/09/2025		S		336(1)	D	$351.69(14)	671,854	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	07/09/2025		S		336(1)	D	$351.69(14)	771,855	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	07/09/2025		S		208(1)	D	$352.46(15)	671,646	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	07/09/2025		S		209(1)	D	$352.98(16)	771,646	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	07/09/2025		S		206(1)	D	$353.43(17)	671,440	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	07/09/2025		S		206(1)	D	$353.43(17)	771,440	I	Ernest C. Garcia III Multi-Generational Trust III(3)
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. 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. 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.

4. This transaction was executed in multiple trades at prices ranging from $343.95 to $344.83 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. This transaction was executed in multiple trades at prices ranging from $344.98 to $345.98 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.

6. This transaction was executed in multiple trades at prices ranging from $345.99 to $346.99 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.

7. This transaction was executed in multiple trades at prices ranging from $347.00 to $347.72 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 $347.72 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 $348.01 to $349.01 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 $349.02 to $349.61 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 $349.61 to $350.02 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 $350.03 to $350.50 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.

13. This transaction was executed in multiple trades at prices ranging from $350.50 to $351.00 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.

14. This transaction was executed in multiple trades at prices ranging from $351.13 to $352.00 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.

15. This transaction was executed in multiple trades at prices ranging from $352.15 to $352.85 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 $352.85 to $353.05 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.

17. This transaction was executed in multiple trades at prices ranging from $353.19 to $353.80 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	07/10/2025
	** 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 CEO Ernest C. Garcia III sell?

10,096 Class A shares were sold across two family trusts on 8-9 July 2025.

What price range were the CVNA shares sold at?

Volume-weighted average prices ranged from $344.31 to $353.43, with detailed bands disclosed in the footnotes.

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

Yes. The filing states the plan was adopted on 13 Dec 2024, satisfying Rule 10b5-1 conditions.

How many CVNA shares does Garcia still own after the sale?

The two trusts now hold approximately 1.44 million shares combined.

Did the filing report any derivative transactions?

No derivative securities were acquired or disposed of; only non-derivative common stock sales were disclosed.