CVNA Form 4: Ernest C. Garcia III Disposes 921,926 Class A Shares via 10b5-1

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, Carvana CEO, director and 10% owner, reported multiple sales of Class A common stock on 09/19/2025. The Form 4 shows aggregated dispositions of 921,926 shares executed in multiple trades at volume-weighted average prices reported in ranges from about $380.83 to $390.57. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024. Shares sold were 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 trustee.

Positive

Sales were executed under a Rule 10b5-1 trading plan, providing an affirmative defense and transparency about timing
Form 4 includes detailed trade price ranges and identifies indirect holding trusts, improving disclosure quality

Negative

Substantial disposition of shares: 921,926 Class A shares sold on 09/19/2025, reducing insider ownership
Transactions executed at prices between approximately $380.83 and $390.57, representing significant insider liquidity

Insights

TL;DR: Large, preplanned insider sale totaling 921,926 shares executed under a 10b5-1 plan; procedural, not an ad-hoc trade.

The Form 4 documents a sizable, single-day disposition by the CEO and significant stockholder via multiple executed trades. The filing explicitly states the sales were made under a Rule 10b5-1 plan, which provides an affirmative defense for trading while in possession of material nonpublic information when the plan was adopted. From an investor-monitoring standpoint, the sale reduces insider-held Class A shares by the reported amount, but the plan status reduces concerns about opportunistic timing. The filing does not disclose proceeds, intent for proceeds, or any change in ownership control beyond the reported post-transaction holdings.

TL;DR: Governance disclosure is complete for the reported transactions and confirms use of a documented 10b5-1 plan.

The Form 4 provides required details: transaction date, codes, share counts, and price ranges by trade batch, plus the trustee relationships for indirect holdings. The inclusion of explanatory notes and the 10b5-1 plan adoption date improves transparency. The filing does not indicate any amendment or other unusual arrangements. Material governance implication is the decrease in insider stake, disclosed as held indirectly through two named trusts where the reporting person serves as trustee.

Insider Trade Summary

Net Seller: 10,000 shares ($3,866,996)

Net Sell 21 txns

Insider GARCIA ERNEST C. III

Role Chief Executive Officer

Sold 10,000 shs ($3.87M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	149	$380.90	$57K
Sale	Class A Common Stock	148	$380.96	$56K
Sale	Class A Common Stock	267	$382.25	$102K
Sale	Class A Common Stock	267	$382.25	$102K
Sale	Class A Common Stock	180	$383.27	$69K
Sale	Class A Common Stock	180	$383.27	$69K
Sale	Class A Common Stock	346	$384.29	$133K
Sale	Class A Common Stock	347	$384.67	$133K
Sale	Class A Common Stock	624	$385.39	$240K
Sale	Class A Common Stock	624	$385.39	$240K
Sale	Class A Common Stock	973	$386.48	$376K
Sale	Class A Common Stock	973	$386.48	$376K
Sale	Class A Common Stock	819	$387.50	$317K
Sale	Class A Common Stock	819	$387.50	$317K
Sale	Class A Common Stock	889	$388.50	$345K
Sale	Class A Common Stock	889	$388.50	$345K
Sale	Class A Common Stock	648	$389.54	$252K
Sale	Class A Common Stock	648	$389.54	$252K
Sale	Class A Common Stock	105	$390.18	$41K
Sale	Class A Common Stock	105	$390.18	$41K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 421,291 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. 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 $380.83 to $380.91 inclusive. 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 $380.91 to $381.64, inclusive. 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 $381.84 to $382.84, inclusive. This transaction was executed in multiple trades at prices ranging from $382.87 to $383.84, inclusive. This transaction was executed in multiple trades at prices ranging from $383.93 to $384.52, inclusive. This transaction was executed in multiple trades at prices ranging from $384.52 to $384.90, inclusive. This transaction was executed in multiple trades at prices ranging from $384.96 to $385.94, inclusive. This transaction was executed in multiple trades at prices ranging from $385.99 to $386.98, inclusive. This transaction was executed in multiple trades at prices ranging from $386.99 to $387.99, inclusive. This transaction was executed in multiple trades at prices ranging from $387.99 to $388.99, inclusive. This transaction was executed in multiple trades at prices ranging from $389.00 to $389.99, inclusive. This transaction was executed in multiple trades at prices ranging from $390.00 to $390.57, inclusive.

Form 4 Insider Transactions: What Each Field Means →

09/23/2025 - 04:26 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)
09/19/2025

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	09/19/2025		S		149⁽¹⁾	D	$380.9⁽²⁾⁽³⁾	421,291	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/19/2025		S		148⁽¹⁾	D	$380.96⁽²⁾⁽⁵⁾	521,292	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	09/19/2025		S		267⁽¹⁾	D	$382.25⁽²⁾⁽⁷⁾	421,024	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/19/2025		S		267⁽¹⁾	D	$382.25⁽²⁾⁽⁷⁾	521,025	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	09/19/2025		S		180⁽¹⁾	D	$383.27⁽²⁾⁽⁸⁾	420,844	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/19/2025		S		180⁽¹⁾	D	$383.27⁽²⁾⁽⁸⁾	520,845	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	09/19/2025		S		346⁽¹⁾	D	$384.29⁽²⁾⁽⁹⁾	420,498	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/19/2025		S		347⁽¹⁾	D	$384.67⁽²⁾⁽¹⁰⁾	520,498	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	09/19/2025		S		624⁽¹⁾	D	$385.39⁽²⁾⁽¹¹⁾	419,874	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/19/2025		S		624⁽¹⁾	D	$385.39⁽²⁾⁽¹¹⁾	519,874	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	09/19/2025		S		973⁽¹⁾	D	$386.48⁽²⁾⁽¹²⁾	418,901	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/19/2025		S		973⁽¹⁾	D	$386.48⁽²⁾⁽¹²⁾	518,901	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	09/19/2025		S		819⁽¹⁾	D	$387.5⁽²⁾⁽¹³⁾	418,082	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/19/2025		S		819⁽¹⁾	D	$387.5⁽²⁾⁽¹³⁾	518,082	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	09/19/2025		S		889⁽¹⁾	D	$388.5⁽²⁾⁽¹⁴⁾	417,193	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/19/2025		S		889⁽¹⁾	D	$388.5⁽²⁾⁽¹⁴⁾	517,193	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	09/19/2025		S		648⁽¹⁾	D	$389.54⁽²⁾⁽¹⁵⁾	416,545	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/19/2025		S		648⁽¹⁾	D	$389.54⁽²⁾⁽¹⁵⁾	516,545	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	09/19/2025		S		105⁽¹⁾	D	$390.18⁽²⁾⁽¹⁶⁾	416,440	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/19/2025		S		105⁽¹⁾	D	$390.18⁽²⁾⁽¹⁶⁾	516,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
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. 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 $380.83 to $380.91 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. This transaction was executed in multiple trades at prices ranging from $380.91 to $381.64, inclusive.

6. 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.

7. This transaction was executed in multiple trades at prices ranging from $381.84 to $382.84, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $382.87 to $383.84, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $383.93 to $384.52, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $384.52 to $384.90, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $384.96 to $385.94, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $385.99 to $386.98, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $386.99 to $387.99, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $387.99 to $388.99, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $389.00 to $389.99, inclusive.

16. This transaction was executed in multiple trades at prices ranging from $390.00 to $390.57, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/23/2025
	** 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 Form 4 for CVNA?

He reported multiple sales of Class A common stock totaling 921,926 shares on 09/19/2025, with trades executed under a 10b5-1 plan.

Were the sales by Ernest C. Garcia III preplanned or ad hoc?

The sales were effected pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024, as stated in the filing.

At what prices were the CVNA shares sold?

Reported trade price ranges spanned approximately $380.83 to $390.57, and volume-weighted average prices are referenced in the filing.

How were the sold shares held prior to sale?

Shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where the reporting person is trustee.

Does the Form 4 disclose the proceeds or purpose of the sales?

No; the filing reports share counts, prices, and plan adoption date but does not state proceeds or use of proceeds.