Ernest C. Garcia III Executes 10b5-1 Sales of 923,155 CVNA Shares

Q: Who filed the Form 4 for CVNA?

Ernest C. Garcia III , identified as Chief Executive Officer, Director and a 10% owner, filed the Form 4 (signed by Paul Breaux by power of attorney).

Q: What transactions are reported on the Form 4 for CVNA?

Sales of Class A Common Stock executed on 08/11/2025, reported as dispositions under the Form 4.

Q: How many CVNA shares were sold and when?

923,155 shares were reported as disposed of on 08/11/2025 .

Q: Were the sales part of a pre-arranged trading plan?

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

Q: At what prices were the CVNA shares sold?

Volume-weighted average prices for grouped trades are reported and range approximately from $340.46 to $348.50 , with detailed execution price ranges listed in the filing.

Q: How were the shares held prior to sale?

The shares were held indirectly in two trusts: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III; the reporting person is Investment Trustee and Co-Administrative Trustee of both.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, the Chief Executive Officer, Director and reported 10% owner of Carvana Co. (CVNA), reported a series of sales of Class A Common Stock on 08/11/2025. The Form 4 shows a total disposition of 923,155 shares executed under a Rule 10b5-1 trading plan adopted December 13, 2024. Reported volume-weighted average sale prices for grouped trades range roughly from $340.46 to $348.50, with detailed price ranges provided for each trade group.

The shares sold were held indirectly through two trusts: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, for which the reporting person is Investment Trustee and Co-Administrative Trustee. The Form is signed by Paul Breaux by power of attorney on 08/13/2025. The filer offers to provide per-trade details to the SEC staff, the issuer, or security holders upon request.

Positive

Sales executed under a Rule 10b5-1 trading plan adopted December 13, 2024, which is explicitly disclosed
Volume-weighted average prices (VWAPs) and execution ranges are provided with an offer to supply per-trade details, enhancing transparency

Negative

Large total disposition of 923,155 Class A shares by the CEO and a reported 10% owner, as disclosed on the Form 4
Post-transaction indirect holdings for the two named trusts are reduced to the reported ranges (examples shown between 556,440 and 660,682 shares), as listed in the filing

Insights

TL;DR: CEO and 10% owner sold 923,155 CVNA shares under a pre-established 10b5-1 plan; transactions spanned ~$340–$349 VWAPs.

The filing documents a material block of insider dispositions executed pursuant to a Rule 10b5-1 plan adopted December 13, 2024. The Form discloses grouped volume-weighted average prices for multiple execution tranches and offers per-trade transparency upon request. From a market-data perspective, the specificity of VWAPs and explicit trustee relationships improves disclosure quality, though the filing does not state the aggregate proceeds or percentage of outstanding shares. Impact is primarily informational, not predictive.

TL;DR: Insider sales were pre-planned and reported; governance disclosure identifies trust holdings and trustee roles.

The Form 4 clearly identifies the reporting persons roles (CEO, Director, 10% owner) and that the sold shares were held indirectly in two named trusts for which he is Investment Trustee and Co-Administrative Trustee. The sales were executed under a documented 10b5-1 plan, which typically mitigates concerns about opportunistic timing. The filer also commits to furnish detailed per-trade breakdowns on request, reinforcing compliance and transparency. No other governance changes are reported.

08/13/2025 - 06:23 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)
08/11/2025

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	08/11/2025		S		159⁽¹⁾	D	$340.46⁽²⁾	561,281	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/11/2025		S		159⁽¹⁾	D	$340.46⁽²⁾	661,281	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/11/2025		S		334⁽¹⁾	D	$341.74⁽⁵⁾	560,947	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/11/2025		S		334⁽¹⁾	D	$341.74⁽⁵⁾	660,947	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/11/2025		S		265⁽¹⁾	D	$342.85⁽⁶⁾	560,682	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/11/2025		S		265⁽¹⁾	D	$342.85⁽⁶⁾	660,682	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/11/2025		S		763⁽¹⁾	D	$343.65⁽⁷⁾	559,919	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/11/2025		S		762⁽¹⁾	D	$343.93⁽⁸⁾	659,920	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/11/2025		S		1,957⁽¹⁾	D	$344.6⁽⁹⁾	557,962	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/11/2025		S		1,958⁽¹⁾	D	$345.02⁽¹⁰⁾	657,962	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/11/2025		S		929⁽¹⁾	D	$345.37⁽¹¹⁾	557,033	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/11/2025		S		928⁽¹⁾	D	$345.85⁽¹²⁾	657,034	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/11/2025		S		299⁽¹⁾	D	$346.35⁽¹³⁾	556,734	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/11/2025		S		300⁽¹⁾	D	$347⁽¹⁴⁾	656,734	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/11/2025		S		243⁽¹⁾	D	$347.57⁽¹⁵⁾	556,491	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/11/2025		S		243⁽¹⁾	D	$347.57⁽¹⁵⁾	656,491	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/11/2025		S		51⁽¹⁾	D	$348.5⁽¹⁶⁾	556,440	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/11/2025		S		51⁽¹⁾	D	$348.5⁽¹⁶⁾	656,440	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 $339.89 to $340.67 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.

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 $341.08 to $342.05 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.

6. This transaction was executed in multiple trades at prices ranging from $342.10 to $343.10, 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 $343.17 to $343.85 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 $343.85 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.

9. This transaction was executed in multiple trades at prices ranging from $344.18 to $344.88 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.

10. This transaction was executed in multiple trades at prices ranging from $344.88 to $345.18 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.

11. This transaction was executed in multiple trades at prices ranging from $345.20 to $345.66, 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 $345.66 to $346.20, 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.

13. This transaction was executed in multiple trades at prices ranging from $346.21 to $346.62 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 $346.62 to $347.20 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.

15. This transaction was executed in multiple trades at prices ranging from $347.22 to $348.13 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 $348.39 to $348.99 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	08/13/2025
	** 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

Who filed the Form 4 for CVNA?

Ernest C. Garcia III, identified as Chief Executive Officer, Director and a 10% owner, filed the Form 4 (signed by Paul Breaux by power of attorney).

What transactions are reported on the Form 4 for CVNA?

Sales of Class A Common Stock executed on 08/11/2025, reported as dispositions under the Form 4.

How many CVNA shares were sold and when?

923,155 shares were reported as disposed of on 08/11/2025.

Were the sales part of a pre-arranged trading plan?

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

At what prices were the CVNA shares sold?

Volume-weighted average prices for grouped trades are reported and range approximately from $340.46 to $348.50, with detailed execution price ranges listed in the filing.

How were the shares held prior to sale?

The shares were held indirectly in two trusts: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III; the reporting person is Investment Trustee and Co-Administrative Trustee of both.

Ernest C. Garcia III Executes 10b5-1 Sales of 923,155 CVNA Shares