Carvana Insider Filing: Ernest Garcia III Reports Multiple 08/25/2025 Sales

Rhea-AI Filing Summary

Ernest C. Garcia III, Chief Executive Officer, Director and 10% owner of Carvana Co. (CVNA), reported multiple sales of Class A common stock on 08/25/2025. The filings state the sales were effected pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024. The Form 4 lists numerous sale transactions executed at varying prices with volume-weighted average prices reported for grouped trades and an aggregate disposed amount shown as 923,155 shares. The disclosure identifies two trusts that hold shares for which Mr. Garcia is Investment Trustee and Co-Administrative Trustee. Details include per-trade VWAPs across price ranges and an authorized signature by Power of Attorney on 08/26/2025.

Positive

• Sales executed under a documented Rule 10b5-1 trading plan (adopted December 13, 2024), which provides a structured, pre-specified framework for insider transactions
• Detailed VWAP and price-range disclosures are provided for multiple transaction groups, increasing transparency about execution prices
• Trust relationships disclosed (Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III) and Mr. Garcia's trustee roles are clearly stated

Negative

• Large aggregate disposition reported (listed as 923,155 shares disposed), which could be perceived negatively by some investors despite being plan-based
• Form lacks explicit gross proceeds and per-trade share counts for every VWAP group; reader must rely on grouped VWAP disclosures rather than full per-trade detail in the table

Insights

Securities Analyst

TL;DR: CEO/trustee sold 923,155 Class A shares under a pre-established 10b5-1 plan; transactions were executed across multiple price levels on 08/25/2025.

These sales are disclosed as Rule 10b5-1 plan transactions, which provides an affirmative defense to insider trading claims when properly adopted and executed. The Form 4 reports multiple block trades with volume-weighted average prices for grouped executions, indicating staged liquidation rather than a single large block. The report also clarifies beneficial ownership resides in two trusts where Mr. Garcia serves as Investment Trustee and Co-Administrative Trustee, and the Form is signed by a Power of Attorney. For investors, this is a standard insider liquidity event documented under Section 16 rules; the filing does not state gross proceeds or motives.

Corporate Governance Expert

TL;DR: Insiders followed a documented trading plan; disclosure appears complete regarding plan adoption and trust relationships.

The Form 4 explicitly notes the 10b5-1 plan adoption date (December 13, 2024) and provides price ranges and VWAP disclosures for multiple sale tranches executed on 08/25/2025. It identifies the two trusts holding shares and Mr. Garcia's trustee roles, satisfying transparency expectations for related-party holdings. The filing does not include any amendment or additional contingent terms. From a governance perspective, the report meets standard disclosure practices under Section 16 without signaling unexplained corporate events.

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)
08/25/2025

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	08/25/2025		S		293(1)	D	$354.8(2)	511,147	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		293(1)	D	$354.8(2)	611,147	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		207(1)	D	$355.67(5)	510,940	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		206(1)	D	$356.08(6)	610,941	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		448(1)	D	$356.8(7)	510,492	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		449(1)	D	$357.41(8)	610,492	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		529(1)	D	$357.97(9)	509,963	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		528(1)	D	$358.35(10)	609,964	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		452(1)	D	$359.1(11)	509,511	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		452(1)	D	$359.1(11)	609,512	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		50(1)	D	$359.89	509,461	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		50(1)	D	$359.89	609,462	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		562(1)	D	$361.15(12)	508,899	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		563(1)	D	$361.67(13)	608,899	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		353(1)	D	$362.2(14)	508,546	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		352(1)	D	$362.7(15)	608,547	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		734(1)	D	$363.54(16)	507,812	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		734(1)	D	$363.54(16)	607,813	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		400(1)	D	$364.47(17)	507,412	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		401(1)	D	$364.91(18)	607,412	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		300(1)	D	$365.33(19)	507,112	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		300(1)	D	$365.33(19)	607,112	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		519(1)	D	$366.26(20)	506,593	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		518(1)	D	$366.78(21)	606,594	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/25/2025		S		153(1)	D	$367.44(22)	506,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/25/2025		S		154(1)	D	$367.92(23)	606,440	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 $354.39 to $355.28 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 $355.54 to $355.68 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.

6. This transaction was executed in multiple trades at prices ranging from $355.68 to $356.24 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.

7. This transaction was executed in multiple trades at prices ranging from $356.60 to $357.31 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 $357.31 to $357.57 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 $357.71 to $358.14, 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 $358.14 to $358.71, 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 $358.78 to $359.67, 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 $360.90 to $361.49, 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.

13. This transaction was executed in multiple trades at prices ranging from $361.49 to $361.86, 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.

14. This transaction was executed in multiple trades at prices ranging from $362.03 to $362.43 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 $362.43 to $363.03 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.

16. This transaction was executed in multiple trades at prices ranging from $363.05 to $363.95 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 $364.09 to $364.76 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 $364.77 to $365.05 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.

19. This transaction was executed in multiple trades at prices ranging from $365.11 to $365.61 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.

20. This transaction was executed in multiple trades at prices ranging from $366.14 to $366.37 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.

21. This transaction was executed in multiple trades at prices ranging from $366.37 to $367.01 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.

22. This transaction was executed in multiple trades at prices ranging from $367.21 to $367.82 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.

23. This transaction was executed in multiple trades at prices ranging from $367.82 to $367.98 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	08/26/2025
	** 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 did Ernest C. Garcia III report on Form 4 for CVNA on 08/25/2025?

He reported multiple sales of Class A common stock executed on 08/25/2025 under a Rule 10b5-1 plan, with an aggregate disposed amount shown as 923,155 shares.

Was the selling done under a trading plan for CVNA insider transactions?

Yes. The Form 4 states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024.

What insider roles does the reporting person hold at Carvana (CVNA)?

The Form 4 lists Ernest C. Garcia III as Chief Executive Officer, Director, and a 10% owner.

Are the sold shares held directly or through trusts?

The filing discloses shares held by 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.

Does the Form 4 provide execution price information?

Yes. The filing provides multiple price ranges and volume-weighted average prices for grouped trades; several VWAPs are reported for the executed transactions.