[Form 4] Carvana Co. Insider Trading Activity

Rhea-AI Filing Summary

Carvana Co. (CVNA) – Form 4, filed 07/24/2025. CEO, Chairman and 10% owner Ernest C. Garcia III reported 10,000 Class A shares sold on 07/23/2025 through two family trusts under a Rule 10b5-1 trading plan adopted 13-Dec-2024. The sales were executed in 18 tranches at volume-weighted average prices between $332.40 and $341.78, generating roughly $3.36 million in gross proceeds.

Post-sale, the Ernest Irrevocable 2004 Trust III holds 621,440 shares and the Ernest C. Garcia III Multi-Generational Trust III holds 721,440 shares, for a combined indirect position of 1.34 million shares. One line in the filing also lists 924,384 shares held directly, implying García maintains an economic interest exceeding 2.2 million shares even after the transaction.

No derivative transactions were reported. The filing reflects routine liquidity activity rather than a change in control; nonetheless, it represents insider selling by the company’s most senior executive.

Positive

• Pre-scheduled Rule 10b5-1 plan reduces perception of opportunistic selling and aligns with SEC best-practice disclosures.
• CEO retains over 2.2 million shares, maintaining substantial skin-in-the-game and voting influence.

Negative

• Insider sale of 10,000 shares (~$3.4 m) at recent highs can be read as diminished short-term confidence.
• Transaction executed by CEO, Chairman and 10% owner, making it more meaningful than sales by lower-level insiders.

Insights

Securities Analyst

TL;DR: CEO sold 10k CVNA shares (~$3.4m); modest vs. 2.2m+ stake but still a negative sentiment signal.

The transaction equals about 0.45 % of García’s reported direct + indirect holdings, limiting dilution of insider ownership. Proceeds were realized near 52-week highs, suggesting profit-taking. Because sales were pre-scheduled under a 10b5-1 plan, regulatory risk is low, yet market participants often view CEO selling—especially when share price is elevated—as a bearish indicator. No options were exercised and no derivatives created, so the move does not improve alignment. Overall impact: modestly negative for sentiment.

Corporate Governance Expert

TL;DR: Pre-planned sale under 10b5-1 reduces conflict concerns; ownership concentration remains high.

The filing confirms compliance with updated 10b5-1 disclosure rules (plan adoption date included), supporting transparency. García retains significant voting control through high-share trusts plus direct stock, sustaining alignment with minority holders. The 10,000-share reduction does not materially affect governance dynamics. Impact deemed neutral from a governance standpoint, though boards often monitor cumulative sales pace.

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).

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)
07/23/2025

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	07/23/2025		S		150(1)	D	$332.65(2)	626,290	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/23/2025		S		150(1)	D	$332.65(2)	726,290	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/23/2025		S		150(1)	D	$333.88(5)	626,140	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/23/2025		S		150(1)	D	$333.88(5)	726,140	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/23/2025		S		1,100(1)	D	$335.08(6)	625,040	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/23/2025		S		1,100(1)	D	$335.08(6)	725,040	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/23/2025		S		759(1)	D	$335.72(7)	624,281	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/23/2025		S		758(1)	D	$336.22(8)	724,282	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/23/2025		S		508(1)	D	$337.05(9)	623,773	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/23/2025		S		508(1)	D	$337.05(9)	723,774	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/23/2025		S		377(1)	D	$337.89(10)	623,396	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/23/2025		S		378(1)	D	$338.42(11)	723,396	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/23/2025		S		600(1)	D	$338.93(12)	622,796	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/23/2025		S		600(1)	D	$338.93(12)	722,796	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/23/2025		S		681(1)	D	$340.14(13)	622,115	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/23/2025		S		681(1)	D	$340.14(13)	722,115	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/23/2025		S		675(1)	D	$341.13(14)	621,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/23/2025		S		675(1)	D	$341.13(14)	721,440	I	Ernest C. Garcia III Multi-Generational Trust III(4)
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. This transaction was executed in multiple trades at prices ranging from $332.40 to $333.05 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.

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 $333.48 to $334.15 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 $334.51 to $335.49, 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 $335.52 to $335.99 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.

8. This transaction was executed in multiple trades at prices ranging from $335.99 to $336.51 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 $336.54 to $337.53 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 $337.59 to $338.37, 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 $338.37 to $338.47, 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 $338.60 to $339.60 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 $339.72 to $340.68, 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 $340.79 to $341.78 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	07/24/2025
	** 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.
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FAQ

How many Carvana (CVNA) shares did CEO Ernest Garcia III sell?

He sold 10,000 Class A shares on 23-Jul-2025 through two family trusts.

At what prices were the CVNA shares sold?

Volume-weighted average prices ranged from $332.40 to $341.78 per share.

Was the sale part of a pre-planned trading program?

Yes. The filing states the sales were under a Rule 10b5-1 plan adopted 13-Dec-2024.

How many CVNA shares does Garcia continue to own?

Indirectly: 1.34 m via two trusts; directly: 924,384 shares, according to the form.

Were any options or derivative securities involved?

No derivative transactions were reported in Table II of the Form 4.