Ernest C. Garcia III Disposes 921,926 CVNA Shares at $376.69–$391.63

Q: Were the sales part of an insider trading plan for CVNA?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 12/13/2024.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, listed as Director, 10% owner and Chief Executive Officer of Carvana Co. (CVNA), reported multiple sales of Class A common stock on 09/23/2025. The Form 4 shows aggregated disposals of 921,926 shares executed in numerous trades at prices ranging from $376.69 to $391.63. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024. Shares are held indirectly through two trusts: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where the reporting person serves as Investment Trustee and Co-Administrative Trustee. The filer offered to provide per-trade share counts on request.

Positive

Sales executed under a Rule 10b5-1 plan, with the plan adoption date (12/13/2024) disclosed
Total reported disposals of 921,926 shares are itemized with execution price ranges
Clear disclosure of indirect ownership through two trusts and the reporting persons trustee roles
Filer offers to provide per-trade share counts and prices upon request

Negative

Large insider sale of 921,926 shares could materially reduce insider-held Class A stock
Single-day concentrated disposals may attract investor attention despite being pre-planned

Insights

TL;DR Significant insider sales of 921,926 shares executed under a documented 10b5-1 plan at $376.69–$391.63.

The Form 4 documents a material, single-day disposal by a Company insider totaling 921,926 Class A shares on 09/23/2025. The trades spanned a range of execution prices and were implemented under a pre-established 10b5-1 plan adopted 12/13/2024, which indicates pre-planned timing rather than opportunistic market trades. Reported post-transaction holdings remain with two trusts for which the reporting person is trustee; per-trade breakdowns are available upon request per the filer.

TL;DR Insider disposed a large block under an adopted trading plan; disclosure is thorough and indicates trustee-managed holdings.

The filing provides clear disclosure of the insider's relationship to the issuer and the indirect ownership structure via two trusts. Use of a Rule 10b5-1 plan, adoption date disclosed, and an explicit offer to provide detailed trade-level data reflect strong procedural compliance. The form evidences transparency around timing and execution price ranges, with signatures executed by power of attorney.

Insider Trade Summary

Net Seller: 8,699 shares ($3,337,999)

Net Sell 29 txns

Insider GARCIA ERNEST C. III

Role Chief Executive Officer

Sold 8,699 shs ($3.34M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	192	$377.24	$72K
Sale	Class A Common Stock	192	$377.24	$72K
Sale	Class A Common Stock	895	$378.20	$338K
Sale	Class A Common Stock	895	$378.20	$338K
Sale	Class A Common Stock	412	$379.20	$156K
Sale	Class A Common Stock	412	$379.20	$156K
Sale	Class A Common Stock	274	$380.19	$104K
Sale	Class A Common Stock	274	$380.19	$104K
Sale	Class A Common Stock	18	$381.61	$7K
Sale	Class A Common Stock	18	$381.61	$7K
Sale	Class A Common Stock	148	$382.20	$57K
Sale	Class A Common Stock	148	$382.20	$57K
Sale	Class A Common Stock	154	$383.12	$59K
Sale	Class A Common Stock	154	$383.12	$59K
Sale	Class A Common Stock	49	$384.09	$19K
Sale	Class A Common Stock	48	$384.29	$18K
Sale	Class A Common Stock	386	$385.96	$149K
Sale	Class A Common Stock	386	$385.96	$149K
Sale	Class A Common Stock	824	$386.86	$319K
Sale	Class A Common Stock	824	$386.86	$319K
Sale	Class A Common Stock	311	$387.67	$121K
Sale	Class A Common Stock	311	$387.67	$121K
Sale	Class A Common Stock	51	$388.81	$20K
Sale	Class A Common Stock	51	$388.81	$20K
Sale	Class A Common Stock	306	$390.15	$119K
Sale	Class A Common Stock	306	$390.15	$119K
Sale	Class A Common Stock	330	$391.14	$129K
Sale	Class A Common Stock	330	$391.14	$129K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 411,248 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. This transaction was executed in multiple trades at prices ranging from $376.69 to $377.66, 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. 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. 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 $377.67 to $378.66, inclusive. This transaction was executed in multiple trades at prices ranging from $378.69 to $379.69, inclusive. This transaction was executed in multiple trades at prices ranging from $379.73 to $380.70, inclusive. This transaction was executed in multiple trades at prices ranging from $380.80 to $381.79, inclusive. This transaction was executed in multiple trades at prices ranging from $381.80 to $382.75, inclusive. This transaction was executed in multiple trades at prices ranging from $382.85 to $383.44, inclusive. This transaction was executed in multiple trades at prices ranging from $383.96 to $384.17, inclusive. This transaction was executed in multiple trades at prices ranging from $384.17 to $384.42, inclusive. This transaction was executed in multiple trades at prices ranging from $385.33 to $386.31, inclusive. This transaction was executed in multiple trades at prices ranging from $386.31 to $387.30, inclusive. This transaction was executed in multiple trades at prices ranging from $387.33 to $388.24, inclusive. This transaction was executed in multiple trades at prices ranging from $388.32 to $389.01, inclusive. This transaction was executed in multiple trades at prices ranging from $389.82 to $390.55, inclusive. This transaction was executed in multiple trades at prices ranging from $390.73 to $391.63, inclusive.

Form 4 Insider Transactions: What Each Field Means →

09/25/2025 - 06:27 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).

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)
09/23/2025

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)
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	09/23/2025		S		192⁽¹⁾	D	$377.24⁽²⁾	411,248	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		192⁽¹⁾	D	$377.24⁽²⁾	511,248	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		895⁽¹⁾	D	$378.2⁽⁵⁾⁽⁶⁾	410,353	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		895⁽¹⁾	D	$378.2⁽⁵⁾⁽⁶⁾	510,353	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		412⁽¹⁾	D	$379.2⁽⁵⁾⁽⁷⁾	409,941	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		412⁽¹⁾	D	$379.2⁽⁵⁾⁽⁷⁾	509,941	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		274⁽¹⁾	D	$380.19⁽⁵⁾⁽⁸⁾	409,667	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		274⁽¹⁾	D	$380.19⁽⁵⁾⁽⁸⁾	509,667	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		18⁽¹⁾	D	$381.61⁽⁵⁾⁽⁹⁾	409,649	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		18⁽¹⁾	D	$381.61⁽⁵⁾⁽⁹⁾	509,649	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		148⁽¹⁾	D	$382.2⁽⁵⁾⁽¹⁰⁾	409,501	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		148⁽¹⁾	D	$382.2⁽⁵⁾⁽¹⁰⁾	509,501	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		154⁽¹⁾	D	$383.12⁽⁵⁾⁽¹¹⁾	409,347	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		154⁽¹⁾	D	$383.12⁽⁵⁾⁽¹¹⁾	509,347	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		49⁽¹⁾	D	$384.09⁽⁵⁾⁽¹²⁾	409,298	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		48⁽¹⁾	D	$384.29⁽⁵⁾⁽¹³⁾	509,299	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		386⁽¹⁾	D	$385.96⁽⁵⁾⁽¹⁴⁾	408,912	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		386⁽¹⁾	D	$385.96⁽⁵⁾⁽¹⁴⁾	508,913	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		824⁽¹⁾	D	$386.86⁽⁵⁾⁽¹⁵⁾	408,088	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		824⁽¹⁾	D	$386.86⁽⁵⁾⁽¹⁵⁾	508,089	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		311⁽¹⁾	D	$387.67⁽⁵⁾⁽¹⁶⁾	407,777	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		311⁽¹⁾	D	$387.67⁽⁵⁾⁽¹⁶⁾	507,778	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		51⁽¹⁾	D	$388.81⁽⁵⁾⁽¹⁷⁾	407,726	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		51⁽¹⁾	D	$388.81⁽⁵⁾⁽¹⁷⁾	507,727	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		306⁽¹⁾	D	$390.15⁽⁵⁾⁽¹⁸⁾	407,420	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		306⁽¹⁾	D	$390.15⁽⁵⁾⁽¹⁸⁾	507,421	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/23/2025		S		330⁽¹⁾	D	$391.14⁽⁵⁾⁽¹⁹⁾	407,090	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/23/2025		S		330⁽¹⁾	D	$391.14⁽⁵⁾⁽¹⁹⁾	507,091	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
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. This transaction was executed in multiple trades at prices ranging from $376.69 to $377.66, inclusive.

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. 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 $377.67 to $378.66, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $378.69 to $379.69, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $379.73 to $380.70, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $380.80 to $381.79, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $381.80 to $382.75, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $382.85 to $383.44, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $383.96 to $384.17, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $384.17 to $384.42, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $385.33 to $386.31, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $386.31 to $387.30, inclusive.

16. This transaction was executed in multiple trades at prices ranging from $387.33 to $388.24, inclusive.

17. This transaction was executed in multiple trades at prices ranging from $388.32 to $389.01, inclusive.

18. This transaction was executed in multiple trades at prices ranging from $389.82 to $390.55, inclusive.

19. This transaction was executed in multiple trades at prices ranging from $390.73 to $391.63, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/25/2025
	** 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 the Form 4 for CVNA?

The Form 4 reports multiple sales of Class A common stock totaling 921,926 shares on 09/23/2025.

Were the sales part of an insider trading plan for CVNA?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 12/13/2024.

What price range did the reported CVNA sales occur at?

Reported execution prices ranged from $376.69 to $391.63 per share.

Through what entities were the CVNA shares held?

Shares were held indirectly via the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III.

Who signed the Form 4 filing for Ernest C. Garcia III?

The Form 4 was signed by Paul Breaux by Power of Attorney for Ernest C. Garcia, III, on 09/25/2025.