CVNA Form 4: Ernest Garcia III Disposes 923K Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO and director of Carvana Co. (CVNA), reported multiple open-market sales of Class A common stock on 08/29/2025 executed under a Rule 10b5-1 trading plan. The Form 4 shows numerous block sales at progressively higher volume-weighted average prices ranging from approximately $366.82 to $376.52 per share, and several individual reported prices between $366.33 and $376.97 across multiple trades. The total number of Class A shares disposed of on the reporting lines sums to 923,155 shares. The shares sold were held indirectly through two trusts for which Mr. Garcia serves as Investment Trustee and Co-Administrative Trustee: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III. The filing is signed by Paul Breaux by power of attorney on behalf of Mr. Garcia.

Positive

• None.

Negative

• 923,155 Class A shares were disposed of on 08/29/2025, reducing the reporting person’s indirect holdings through two trusts.
• Sales were executed at prices with volume-weighted averages reported between approximately $366.82 and $376.52 per tranche, indicating substantial realized dispositions.
• The Form 4 does not disclose post-sale ownership percentage relative to total outstanding shares, limiting assessment of control or dilution effects.

Insights

Corporate Governance Expert

TL;DR: CEO sold a sizable block of shares under a pre-existing 10b5-1 plan, reducing trust holdings by 923,155 shares.

The filing indicates disciplined disposition via a Rule 10b5-1 plan adopted December 13, 2024, which reduces concerns about opportunistic timing. Sales occurred across a range of prices producing volume-weighted average prices reported per tranche. Materiality depends on Mr. Garcia's total ownership stake and the company's float; the filing alone documents a meaningful decrease in indirect holdings through two family trusts but does not show whether control thresholds were affected. This is a routine, structured liquidity event rather than an ad hoc sale.

Securities Analyst

TL;DR: Multiple executed trades on one day under a 10b5-1 plan produced significant reported dispositions, which may modestly increase free float.

The recorded transactions total 923,155 Class A shares sold at VWAPs ranging roughly $366.82 to $376.52 per reported tranche, with execution price ranges detailed in the explanations. These sales were effected from two trusts for which Mr. Garcia is trustee, indicating personal/family liquidity rather than company-directed sales. The filing provides no information on proceeds use or remaining total ownership percentage relative to outstanding shares, limiting assessment of valuation impact.

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)
08/29/2025

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	08/29/2025		S		150(1)	D	$366.82(2)	491,290	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/29/2025		S		150(1)	D	$366.82(2)	591,290	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/29/2025		S		1,350(1)	D	$367.92(5)	489,940	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/29/2025		S		1,350(1)	D	$367.92(5)	589,940	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/29/2025		S		900(1)	D	$369.02(6)	489,040	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/29/2025		S		900(1)	D	$369.02(6)	589,040	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/29/2025		S		700(1)	D	$370.27(7)	488,340	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/29/2025		S		700(1)	D	$370.27(7)	588,340	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/29/2025		S		750(1)	D	$371.2(8)	487,590	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/29/2025		S		750(1)	D	$371.2(8)	587,590	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/29/2025		S		629(1)	D	$372.17(9)	486,961	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/29/2025		S		628(1)	D	$372.47(10)	586,962	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/29/2025		S		271(1)	D	$373.86(11)	486,690	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/29/2025		S		272(1)	D	$374.28(12)	586,690	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/29/2025		S		50(1)	D	$374.99	486,640	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/29/2025		S		50(1)	D	$374.99	586,640	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/29/2025		S		150(1)	D	$376.52(13)	486,490	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/29/2025		S		150(1)	D	$376.52(13)	586,490	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/29/2025		S		50(1)	D	$378.25	486,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/29/2025		S		50(1)	D	$378.25	586,440	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)
				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 $366.33 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.

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 $367.39 to $368.34 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.

6. This transaction was executed in multiple trades at prices ranging from $368.49 to $369.33 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 $369.81 to $370.64, 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 $370.87 to $371.79, 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.

9. This transaction was executed in multiple trades at prices ranging from $372.07 to $372.23, 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 $372.23 to $372.88, 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 $373.80 to $373.99, 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.

12. This transaction was executed in multiple trades at prices ranging from $373.99 to $374.60, 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 $376.06 to $376.97, 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	09/02/2025
	** 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).
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FAQ

What did the Form 4 filed for CVNA report?

The Form 4 reports multiple sales by Ernest C. Garcia III of Class A common stock executed on 08/29/2025 under a Rule 10b5-1 plan.

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

The reported dispositions sum to 923,155 Class A shares sold on 08/29/2025 across multiple trades.

At what prices were the CVNA shares sold?

Reported volume-weighted average prices for tranches range from about $366.82 to $376.52, with execution price ranges for individual trades noted in the filing.

Were these sales part of a pre-arranged plan?

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

From which accounts or entities were the CVNA shares sold?

Shares were held indirectly and sold from the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where Mr. Garcia is Investment Trustee and Co-Administrative Trustee.