CVNA Insider Sale: 921,926 Carvana Shares Disposed Under 10b5-1 Plan

Q: Were the insider sales pre-authorized or ad-hoc?

The filing states the sales were effected pursuant to a 10b5-1 trading plan adopted on 12/13/2024 , indicating pre-authorization.

Q: Which entities held the shares sold by the reporting person?

The sold shares were held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III ; the reporting person serves as investment trustee and co-administrative trustee for those trusts.

Q: When was the Form 4 signed and filed?

The filing includes a signature dated 09/11/2025 executed by Paul Breaux by power of attorney for Ernest C. Garcia, III.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, Carvana Co. (CVNA) director, 10% owner and CEO, reported multiple open-market sales of Class A common stock effected under a Rule 10b5-1 trading plan on 09/10/2025. The Form 4 lists a series of dispositions executed in multiple trades at prices ranging from about $363.23 up to $379.41, with volume-weighted average prices reported for each block. The filing shows a total of 921,926 shares disposed across transactions and reports resulting beneficial ownership balances for two trusts (the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III). The sales were made pursuant to a 10b5-1 plan adopted on 12/13/2024, and the filer offers to provide trade-level detail to the SEC, the issuer, or security holders upon request.

Insights

TL;DR: Significant insider sales executed under a pre-established 10b5-1 plan; market impact depends on context and total float.

The Form 4 documents sizable, systematic dispositions totaling 921,926 shares by a top insider executed in multiple tranches at prices between roughly $363 and $379. Because the sales were made under a Rule 10b5-1 plan adopted in December 2024, they reflect pre-authorized trading rather than ad-hoc dispositions. For investors, the key data points are the aggregate shares sold and the realized price range; assessing material market impact requires comparing the sold amount to Carvana's public float and recent average daily volume, which are not provided in this filing.

TL;DR: Use of a documented 10b5-1 plan demonstrates procedural compliance, though large sales by a CEO/10% owner merit governance attention.

The filing shows the reporting person acting as trustee of two trusts and disclosing indirect holdings and dispositions, which aligns with Section 16 transparency obligations. The explicit statement that the trades were executed pursuant to a 10b5-1 plan and the offer to provide trade-level detail are governance-positive disclosures. Nevertheless, stakeholders may view the magnitude of the sales—especially by an insider who is also CEO and a 10% owner—as noteworthy; the filing itself contains no explanations beyond plan adoption and trade ranges.

Insider Trade Summary

Net Seller: 10,000 shares ($3,670,577)

Net Sell 23 txns

Insider GARCIA ERNEST C. III

Role Chief Executive Officer

Sold 10,000 shs ($3.67M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	252	$363.46	$92K
Sale	Class A Common Stock	251	$363.87	$91K
Sale	Class A Common Stock	705	$365.21	$257K
Sale	Class A Common Stock	705	$365.21	$257K
Sale	Class A Common Stock	1,614	$365.82	$590K
Sale	Class A Common Stock	1,615	$366.22	$591K
Sale	Class A Common Stock	1,279	$366.98	$469K
Sale	Class A Common Stock	1,279	$366.98	$469K
Sale	Class A Common Stock	349	$368.39	$129K
Sale	Class A Common Stock	349	$368.39	$129K
Sale	Class A Common Stock	416	$369.34	$154K
Sale	Class A Common Stock	416	$369.34	$154K
Sale	Class A Common Stock	50	$370.05	$19K
Sale	Class A Common Stock	50	$370.05	$19K
Sale	Class A Common Stock	175	$372.34	$65K
Sale	Class A Common Stock	175	$372.34	$65K
Sale	Class A Common Stock	50	$373.60	$19K
Sale	Class A Common Stock	50	$373.60	$19K
Sale	Class A Common Stock	50	$374.81	$19K
Sale	Class A Common Stock	50	$374.81	$19K
Sale	Class A Common Stock	60	$379.18	$23K
Sale	Class A Common Stock	60	$379.18	$23K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 456,188 shares (Indirect, Ernest Irrevocable 2004 Trust III); Class A Common Stock — 921,926 shares (Direct)

Footnotes (1)

The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024. This transaction was executed in multiple trades at prices ranging from $363.23 to $363.84 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. 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. This transaction was executed in multiple trades at prices ranging from $363.84 to $363.92 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. 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. This transaction was executed in multiple trades at prices ranging from $364.57 to $365.55 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. This transaction was executed in multiple trades at prices ranging from $365.59 to $366.05 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. This transaction was executed in multiple trades at prices ranging from $366.05 to $366.59 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. This transaction was executed in multiple trades at prices ranging from $366.61 to $367.58, 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. This transaction was executed in multiple trades at prices ranging from $368.00 to $368.75, 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. This transaction was executed in multiple trades at prices ranging from $369.03 to $369.95, 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. This transaction was executed in multiple trades at prices ranging from $372.28 to $372.40, 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. This transaction was executed in multiple trades at prices ranging from $379.14 to $379.41, 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.

Form 4 Insider Transactions: What Each Field Means →

09/11/2025 - 06:25 PM

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).

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

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)
09/10/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/10/2025		S		252⁽¹⁾	D	$363.46⁽²⁾	456,188	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/10/2025		S		251⁽¹⁾	D	$363.87⁽⁴⁾	556,189	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/10/2025		S		705⁽¹⁾	D	$365.21⁽⁶⁾	455,483	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/10/2025		S		705⁽¹⁾	D	$365.21⁽⁶⁾	555,484	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/10/2025		S		1,614⁽¹⁾	D	$365.82⁽⁷⁾	453,869	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/10/2025		S		1,615⁽¹⁾	D	$366.22⁽⁸⁾	553,869	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/10/2025		S		1,279⁽¹⁾	D	$366.98⁽⁹⁾	452,590	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/10/2025		S		1,279⁽¹⁾	D	$366.98⁽⁹⁾	552,590	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/10/2025		S		349⁽¹⁾	D	$368.39⁽¹⁰⁾	452,241	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/10/2025		S		349⁽¹⁾	D	$368.39⁽¹⁰⁾	552,241	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/10/2025		S		416⁽¹⁾	D	$369.34⁽¹¹⁾	451,825	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/10/2025		S		416⁽¹⁾	D	$369.34⁽¹¹⁾	551,825	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/10/2025		S		50⁽¹⁾	D	$370.05	451,775	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/10/2025		S		50⁽¹⁾	D	$370.05	551,775	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/10/2025		S		175⁽¹⁾	D	$372.34⁽¹²⁾	451,600	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/10/2025		S		175⁽¹⁾	D	$372.34⁽¹²⁾	551,600	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/10/2025		S		50⁽¹⁾	D	$373.6	451,550	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/10/2025		S		50⁽¹⁾	D	$373.6	551,550	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/10/2025		S		50⁽¹⁾	D	$374.81	451,500	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/10/2025		S		50⁽¹⁾	D	$374.81	551,500	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/10/2025		S		60⁽¹⁾	D	$379.18⁽¹³⁾	451,440	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/10/2025		S		60⁽¹⁾	D	$379.18⁽¹³⁾	551,440	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $363.23 to $363.84 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 $363.84 to $363.92 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 $364.57 to $365.55 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 $365.59 to $366.05 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.

8. This transaction was executed in multiple trades at prices ranging from $366.05 to $366.59 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 $366.61 to $367.58, 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.

10. This transaction was executed in multiple trades at prices ranging from $368.00 to $368.75, 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 $369.03 to $369.95, 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 $372.28 to $372.40, 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 $379.14 to $379.41, 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Ernest C. Garcia III report on the Form 4 for CVNA?

The Form 4 reports multiple dispositions of Class A common stock executed on 09/10/2025 under a Rule 10b5-1 plan, totaling 921,926 shares sold at volume-weighted average prices from approximately $363.23 to $379.41.

Were the insider sales pre-authorized or ad-hoc?

The filing states the sales were effected pursuant to a 10b5-1 trading plan adopted on 12/13/2024, indicating pre-authorization.

Which entities held the shares sold by the reporting person?

The sold shares were held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III; the reporting person serves as investment trustee and co-administrative trustee for those trusts.

Does the Form 4 explain the per-trade prices?

Yes. For each transaction block the filer reports a volume-weighted average sale price and discloses the range of execution prices for the trades underlying that average.

When was the Form 4 signed and filed?

The filing includes a signature dated 09/11/2025 executed by Paul Breaux by power of attorney for Ernest C. Garcia, III.

CVNA Insider Sale: 921,926 Carvana Shares Disposed Under 10b5-1 Plan

Rhea-AI Filing Summary

Positive

Negative