CVNA Insider Sale: Ernest C. Garcia III Disposes 923K Class A Shares

Rhea-AI Filing Summary

Ernest C. Garcia III, Carvana's CEO, director and 10% owner, reported sales totaling 923,155 shares of Class A common stock executed on 08/07/2025 under a Rule 10b5-1 trading plan adopted December 13, 2024.

The transactions were completed in multiple trades at prices ranging from $352.72 to $367.88 per share; several volume-weighted average prices are reported (examples include $353.24, $354.05, $355.10). Following these dispositions the filing shows the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III hold approximately 566,440 and 666,440 Class A shares, respectively. The filing notes the reporting person is trustee for both trusts and offers to provide detailed trade breakdowns upon request.

Positive

• Sales executed under a documented Rule 10b5-1 trading plan (adopted December 13, 2024), reducing concerns about opportunistic timing
• Detailed disclosure of price ranges and VWAPs with an undertaking to provide full trade breakdowns upon request
• Trustee roles disclosed and post-transaction trust holdings reported (~566,440 and ~666,440 Class A shares)

Negative

• Large insider disposition: total of 923,155 Class A shares sold, a material volume for investors to note
• Increased free float from the executed trades could exert short-term supply pressure on the market for CVNA shares

Insights

Financial Analyst

TL;DR: Large preplanned insider sale of 923,155 CVNA shares; executed across a wide price range but structured under a 10b5-1 plan.

The Form 4 discloses a sizeable disposition of Class A shares totaling 923,155 executed on 08/07/2025. Trades occurred across prices from $352.72 to $367.88, with multiple reported VWAPs. Because the sales were conducted under a Rule 10b5-1 plan adopted December 13, 2024, the transactions are prearranged rather than ad hoc. The immediate numeric impacts are the reduction in directly held shares shown in the filing and the stated holdings of roughly 566,440 and 666,440 shares in two trusts. Investors should note the increase in available float from the executed trades, though the filing itself does not state intent beyond the planned execution.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan and explicit trustee disclosures increase procedural transparency; material volume nonetheless notable.

The filing clearly identifies the reporting person as CEO, director and a 10% owner and discloses his roles as Investment Trustee and Co-Administrative Trustee for two trusts that held shares before and after the sales. The seller used a Rule 10b5-1 trading plan adopted December 13, 2024, which reduces concerns about opportunistic timing. The filer also documents VWAP ranges and commits to provide granular trade details upon request, which supports disclosure quality. From a governance perspective, the form is procedurally complete and transparent while reporting a material insider disposition.

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)
08/07/2025

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	08/07/2025		S		400(1)	D	$353.24(2)	571,040	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		400(1)	D	$353.24(2)	671,040	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		472(1)	D	$354.05(5)	570,568	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		472(1)	D	$354.05(5)	670,568	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		1,549(1)	D	$355.1(6)	569,019	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		1,548(1)	D	$355.59(7)	669,020	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		729(1)	D	$355.98(8)	568,290	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		730(1)	D	$356.41(9)	668,290	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		200(1)	D	$357.03(10)	568,090	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		200(1)	D	$357.03(10)	668,090	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		250(1)	D	$358.45(11)	567,840	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		250(1)	D	$358.45(11)	667,840	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		246(1)	D	$360(12)	567,594	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		246(1)	D	$360(12)	667,594	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		188(1)	D	$361.05(13)	567,406	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		188(1)	D	$361.05(13)	667,406	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		304(1)	D	$361.95(14)	567,102	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		304(1)	D	$361.95(14)	667,102	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		162(1)	D	$363.5(15)	566,940	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		162(1)	D	$363.5(15)	666,940	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		250(1)	D	$364.44(16)	566,690	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		250(1)	D	$364.44(16)	666,690	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		50(1)	D	$365.36	566,640	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		50(1)	D	$365.36	666,640	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		150(1)	D	$366.96(17)	566,490	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/07/2025		S		150(1)	D	$366.96(17)	666,490	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		50(1)	D	$367.88	666,440	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/07/2025		S		50(1)	D	$367.88	566,440	I	Ernest Irrevocable 2004 Trust III(3)
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. This transaction was executed in multiple trades at prices ranging from $352.72 to $353.61 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.

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. 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 $353.76 to $354.58 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.

6. This transaction was executed in multiple trades at prices ranging from $354.82 to $355.30, 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.

7. This transaction was executed in multiple trades at prices ranging from $355.30 to $355.80, 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.

8. This transaction was executed in multiple trades at prices ranging from $355.83 to $356.06 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.

9. This transaction was executed in multiple trades at prices ranging from $356.06 to $356.79 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 $356.84 to $357.35 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 $357.99 to $358.86, 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 $359.52 to $360.22 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 $360.60 to $361.40 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.

14. This transaction was executed in multiple trades at prices ranging from $361.68 to $362.34 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 $362.98 to $363.98 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.

16. This transaction was executed in multiple trades at prices ranging from $364.09 to $364.86 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 $366.81 to $367.24 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	08/11/2025
	** 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

What insider activity did Carvana (CVNA) report on the Form 4?

The filing reports that Ernest C. Garcia III sold a total of 923,155 Class A shares executed on 08/07/2025.

Were the CVNA sales part of a prearranged trading plan?

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

At what prices were the CVNA shares sold?

Transactions were executed in multiple trades at prices ranging from $352.72 to $367.88 per share; the filing reports several VWAPs (for example $353.24, $354.05, $355.10).

How many CVNA shares do the trusts hold after the sales?

The filing shows the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III hold approximately 566,440 and 666,440 Class A shares, respectively.

Does the Form 4 provide a breakdown by price for each trade?

The filer reports VWAPs and ranges for multiple trade groups and states they will provide full information regarding the number of shares sold at each price upon request by the SEC staff, the issuer, or a security holder.