Ernest C. Garcia III disposes 923,155 CVNA shares via 10b5-1 trades

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

The Form 4 reports that Ernest C. Garcia III sold 923,155 Class A shares on 08/15/2025 under a Rule 10b5-1 trading plan.

Q: Who signed the Form 4?

The Form 4 was signed by Paul Breaux , by power of attorney for Ernest C. Garcia III, on 08/18/2025 .

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III reported multiple dispositions of Class A common stock of Carvana Co. (CVNA) executed on 08/15/2025 pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024. The filing lists aggregate dispositions of 923,155 shares sold in multiple trades with executed prices reported across many ranges; the lowest reported trade prices began at $338.56 and the highest reported trade prices reached $351.03. The report shows indirect beneficial ownership through two trusts—the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III—with reported post-transaction holdings displayed in the filing in the range of about 536,440 to 640,988 shares for those accounts. The transactions were signed by a power of attorney on behalf of the reporting person.

Positive

Transactions executed pursuant to a Rule 10b5-1 trading plan, indicating pre-planned, compliant insider sales
Detailed price ranges and VWAP disclosures for multiple trades increase transparency

Negative

Substantial insider disposals totaling 923,155 shares reported on a single date, representing a material insider liquidity event
Reported post-transaction beneficial holdings vary across entries, which may require careful review to reconcile exact retained exposure

Insights

TL;DR: Routine, pre-planned insider sales under a 10b5-1 plan; sizable volume but no new disclosures about company operations.

The filing documents substantial sales totaling 923,155 Class A shares executed on 08/15/2025 under a Rule 10b5-1 plan adopted 12/13/2024. Reporting multiple VWAPs and price ranges (approximately $338.56–$351.03) increases transparency on execution. These are disposals reported as indirect holdings via two trusts, indicating sales did not stem from open-market ad hoc insider trading. From an investor-impact perspective, the filing is informational about insider liquidity but does not convey any operating or financial change at the issuer.

TL;DR: Governance signal—insider used an established 10b5-1 plan, enhancing procedural compliance despite the material size of sales.

The filing confirms that sales were effected under a pre-established Rule 10b5-1 trading plan, which provides the reporting person an affirmative defense against claims of trading on material nonpublic information. The use of a power of attorney to sign the Form 4 is noted. The magnitude of reported disposals (923,155 shares) is material in absolute terms and should be interpreted as an insider liquidity event, but the plan-based execution supports procedural compliance rather than opportunistic trading.

08/18/2025 - 05:19 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)
08/15/2025

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	08/15/2025		S		452⁽¹⁾	D	$339.1⁽²⁾	540,988	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		452⁽¹⁾	D	$339.1⁽²⁾	640,988	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/15/2025		S		416⁽¹⁾	D	$339.76⁽⁵⁾	540,572	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		415⁽¹⁾	D	$340.25⁽⁶⁾	640,573	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/15/2025		S		142⁽¹⁾	D	$340.62⁽⁷⁾	540,430	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		143⁽¹⁾	D	$340.67⁽⁸⁾	640,430	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/15/2025		S		54⁽¹⁾	D	$341.87	540,376	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		53⁽¹⁾	D	$342.37⁽⁹⁾	640,377	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/15/2025		S		257⁽¹⁾	D	$342.96⁽¹⁰⁾	540,119	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		258⁽¹⁾	D	$343.66⁽¹¹⁾	640,119	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/15/2025		S		113⁽¹⁾	D	$344.11⁽¹²⁾	540,006	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		112⁽¹⁾	D	$344.32⁽¹³⁾	640,007	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/15/2025		S		131⁽¹⁾	D	$345.48⁽¹⁴⁾	539,875	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		132⁽¹⁾	D	$345.91⁽¹⁵⁾	639,875	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/15/2025		S		413⁽¹⁾	D	$346.76⁽¹⁶⁾	539,462	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		413⁽¹⁾	D	$346.76⁽¹⁶⁾	639,462	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/15/2025		S		790⁽¹⁾	D	$347.42⁽¹⁷⁾	538,672	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		789⁽¹⁾	D	$347.92⁽¹⁸⁾	638,673	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/15/2025		S		1,025⁽¹⁾	D	$348.42⁽¹⁹⁾	537,647	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		1,026⁽¹⁾	D	$348.99⁽²⁰⁾	637,647	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/15/2025		S		791⁽¹⁾	D	$349.65⁽²¹⁾	536,856	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		791⁽¹⁾	D	$349.65⁽²¹⁾	636,856	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/15/2025		S		416⁽¹⁾	D	$350.56⁽²²⁾	536,440	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/15/2025		S		416⁽¹⁾	D	$350.56⁽²²⁾	636,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
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)
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 $338.56 to $339.56 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 $339.57 to $340.08 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 $340.08 to $340.54 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 $340.59 to $340.63, 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 $340.63 to $340.81, 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 $341.87 to $342.70 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 $342.96 to $343.01 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.

11. This transaction was executed in multiple trades at prices ranging from $343.01 to $343.91 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 $344.02 to $344.16 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 $344.16 to $345.00, 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 $345.10 to $345.80 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.

15. This transaction was executed in multiple trades at prices ranging from $345.80 to $346.08 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 $346.18 to $347.18 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 $347.19 to $347.65 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.

18. This transaction was executed in multiple trades at prices ranging from $347.65 to $348.18 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.

19. This transaction was executed in multiple trades at prices ranging from $348.20 to $348.74 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.

20. This transaction was executed in multiple trades at prices ranging from $348.74 to $349.20 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.

21. This transaction was executed in multiple trades at prices ranging from $349.21 to $350.21 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.

22. This transaction was executed in multiple trades at prices ranging from $350.27 to $351.03 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	08/18/2025
	** 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 insider activity did Carvana (CVNA) report on Form 4?

The Form 4 reports that Ernest C. Garcia III sold 923,155 Class A shares on 08/15/2025 under a Rule 10b5-1 trading plan.

Were the sales by the reporting person pre-planned?

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

What price range did the reported trades cover?

The explanations disclose executed trade prices ranging approximately from $338.56 to $351.03, with volume-weighted average prices reported for specific groups of trades.

How is beneficial ownership reported after the transactions?

The filing shows indirect beneficial ownership through two trusts with reported post-transaction holdings in the filing entries ranging around 536,440 to 640,988 shares.

Who signed the Form 4?

The Form 4 was signed by Paul Breaux, by power of attorney for Ernest C. Garcia III, on 08/18/2025.

Ernest C. Garcia III disposes 923,155 CVNA shares via 10b5-1 trades