Insider Transaction: Garcia Disposes 10k Carvana Shares at $328-$342

Rhea-AI Filing Summary

Carvana Co. (CVNA) Form 4: On 24 Jul 2025, CEO/Chairman >10% holder Ernest C. Garcia III disposed of a total of 10,000 Class A shares through two family trusts pursuant to a Rule 10b5-1 plan adopted 13 Dec 2024. Sale prices ranged from $327.81 to $341.99, with volume-weighted averages noted for each tranche, implying gross proceeds of roughly $3.3 million.

After the transactions, the Ernest Irrevocable 2004 Trust III holds 616,440 shares while the Ernest C. Garcia III Multi-Generational Trust III holds 716,440, leaving Garcia’s indirect stake via these trusts at 1,332,880 shares. The sale represents about 0.75 % of the trusts’ prior combined holdings; no derivative securities were involved. Garcia remains a Director, Chief Executive Officer and >10 % owner of Carvana.

Positive

• Sale executed under a Rule 10b5-1 plan, signalling advance planning rather than opportunistic trading
• CEO retains over 1.3 million shares, maintaining strong alignment with shareholder interests

Negative

• CEO sold 10,000 shares (~$3.3 m), potentially viewed as a bearish insider signal
• Dispositions occurred near recent high price range ($328–$342), which could be interpreted as management perceiving limited upside

Insights

Financial Analyst

TL;DR: CEO sold 10k CVNA shares (~$3.3 m); modest size, slightly negative signal.

The sale is relatively small versus Garcia’s continuing 1.33 m-share indirect position and does not materially alter insider ownership. Nevertheless, any CEO disposition—especially at all-time-high price levels—tends to be interpreted bearishly. Because the trades were executed under a pre-arranged 10b5-1 plan, the informational content is muted, but timing near multi-year highs could cap near-term sentiment. No derivatives or unusual structures were disclosed, suggesting this is routine liquidity rather than a strategic shift.

Corporate Governance Specialist

TL;DR: Pre-planned sale consistent with governance norms; impact neutral.

Use of a 10b5-1 plan and full price-range disclosure aligns with best-practice transparency, reducing litigation or perception risk. Garcia retains a significant economic interest, supporting alignment with shareholders. From a governance view, the filing is routine and does not signal operational concerns. Market impact therefore hinges on investor sentiment toward insider selling rather than any structural red flag.

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 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)
07/24/2025

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	07/24/2025		S		534(1)	D	$328.26(2)	620,906	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		534(1)	D	$328.26(2)	720,906	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/24/2025		S		375(1)	D	$329.6(5)	620,531	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		375(1)	D	$329.6(5)	720,531	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/24/2025		S		967(1)	D	$330.61(6)	619,564	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		967(1)	D	$330.61(6)	719,564	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/24/2025		S		408(1)	D	$331.36(7)	619,156	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		408(1)	D	$331.36(7)	719,156	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/24/2025		S		515(1)	D	$332.61(8)	618,641	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		515(1)	D	$332.61(8)	718,641	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/24/2025		S		451(1)	D	$333.65(9)	618,190	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		451(1)	D	$333.65(9)	718,190	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/24/2025		S		800(1)	D	$334.58(10)	617,390	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		800(1)	D	$334.58(10)	717,390	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/24/2025		S		200(1)	D	$335.99(11)	617,190	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		200(1)	D	$335.99(11)	717,190	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/24/2025		S		350(1)	D	$337.72(12)	616,840	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		350(1)	D	$337.72(12)	716,840	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/24/2025		S		150(1)	D	$339.15(13)	616,690	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		150(1)	D	$339.15(13)	716,690	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/24/2025		S		150(1)	D	$340.17(14)	616,540	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		150(1)	D	$340.17(14)	716,540	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/24/2025		S		100(1)	D	$341.99	616,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/24/2025		S		100(1)	D	$341.99	716,440	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock								924,384	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 $327.81 to $328.77 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 $328.99 to $329.90 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 $330.00 to $330.98, 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.

7. This transaction was executed in multiple trades at prices ranging from $331.12 to $331.97 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.

8. This transaction was executed in multiple trades at prices ranging from $332.16 to $333.06 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 $333.25 to $334.10, 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.

10. This transaction was executed in multiple trades at prices ranging from $334.29 to $335.09 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 $335.42 to $336.36, 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 $337.32 to $338.03 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.

13. This transaction was executed in multiple trades at prices ranging from $338.72 to $339.66 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.

14. This transaction was executed in multiple trades at prices ranging from $339.97 to $340.57 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	07/28/2025
	** 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.
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FAQ

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

The Form 4 reports 10,000 Class A shares sold on 24 Jul 2025.

What was the price range of the CVNA insider sales?

Trades were executed between $327.81 and $341.99 per share, with volume-weighted averages reported.

Does the CEO still own Carvana shares after the sale?

Yes. The two reporting trusts now hold a combined 1,332,880 shares of Class A stock.

Was the sale conducted under a 10b5-1 trading plan?

Yes, the filing states the plan was adopted on 13 Dec 2024.

Were any derivative securities involved in this Form 4?

No. Table II shows no derivative transactions for the reporting period.