CVNA Insider Sale: 923,155 Class A Shares Sold by CEO via 10b5-1 Plan

Q: What did the Form 4 filed for CVNA report?

The Form 4 reports that Ernest C. Garcia III sold a total of 923,155 Class A shares on 08/26/2025 , with the sales executed under a Rule 10b5-1 trading plan.

Q: How were the sold shares held according to the Form 4?

The shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III , where Mr. Garcia serves as Investment Trustee and Co-Administrative Trustee.

Q: Who signed the Form 4 filing for CVNA?

The filing was signed by Paul Breaux by power of attorney for Ernest C. Garcia, III on 08/28/2025 .

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, Chief Executive Officer, director and 10% owner of Carvana Co. (CVNA), reported the sale of 923,155 shares of Class A Common Stock on 08/26/2025. The filings state the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024, and the report lists multiple block trades with volume-weighted average prices reported in the table and explained footnotes.

The Form 4 identifies the shares as held indirectly through two trusts: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, and confirms the Reporting Person serves as Investment Trustee and Co-Administrative Trustee of those trusts. The filing was signed by Paul Breaux by power of attorney on behalf of Mr. Garcia on 08/28/2025.

Positive

Sales executed under a documented Rule 10b5-1 trading plan, adopted 12/13/2024, which provides an affirmative defense and structured execution.
Clear disclosure of indirect ownership structure (Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III) and the Reporting Person's trustee roles.

Negative

Large insider disposition of 923,155 Class A shares reported on 08/26/2025, which materially reduces insider-held shares on that date.
Multiple block trades across varied price ranges may complicate precise per-trade analysis without the per-price share breakdown (issuer states it will provide details on request).

Insights

TL;DR: Significant insider disposition of 923,155 shares executed under a pre-existing 10b5-1 plan; routine disclosure, not presented as opportunistic trading.

The Form 4 documents a material block of Class A shares sold by the CEO and major shareholder via multiple executions on 08/26/2025, totaling 923,155 shares. Transactions are reported with volume-weighted average prices and explanatory footnotes describing price ranges for individual trade groups. The filing explicitly states the sales were made pursuant to a Rule 10b5-1 plan adopted 12/13/2024, which typically provides an affirmative defense to insider trading claims when conditions are met. From an investor-information standpoint, this is a material insider disposition that is clearly documented and compliant with Section 16 reporting obligations, allowing market participants to update insider ownership metrics and potential float considerations.

TL;DR: Insider used a pre-established Rule 10b5-1 plan to execute multiple sales; disclosure aligns with expected governance practices.

The filing identifies Mr. Garcia as both an officer and director and discloses indirect holdings via two trusts where he serves as Investment Trustee and Co-Administrative Trustee. Use of a documented 10b5-1 plan and the inclusion of volume-weighted average prices with offered willingness to provide per-trade details to regulators or shareholders indicate thorough disclosure practices. The filing is signed under power of attorney, which is explicitly noted. This disclosure supports transparency but does represent a sizeable reduction in insider-held Class A shares on the reported date.

08/28/2025 - 05:37 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)
08/26/2025

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	08/26/2025		S		467⁽¹⁾	D	$358.95⁽²⁾	505,973	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		466⁽¹⁾	D	$359.36⁽⁴⁾	605,974	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/26/2025		S		180⁽¹⁾	D	$360.17⁽⁶⁾	505,793	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		180⁽¹⁾	D	$360.17⁽⁶⁾	605,794	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/26/2025		S		217⁽¹⁾	D	$360.99⁽⁷⁾	505,576	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		218⁽¹⁾	D	$361.15⁽⁸⁾	605,576	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/26/2025		S		155⁽¹⁾	D	$362.15⁽⁹⁾	505,421	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		154⁽¹⁾	D	$362.17⁽¹⁰⁾	605,422	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/26/2025		S		144⁽¹⁾	D	$363.92⁽¹¹⁾	505,277	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		145⁽¹⁾	D	$364.26⁽¹²⁾	605,277	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/26/2025		S		148⁽¹⁾	D	$364.6⁽¹³⁾	505,129	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		148⁽¹⁾	D	$364.6⁽¹³⁾	605,129	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/26/2025		S		169⁽¹⁾	D	$365.92⁽¹⁴⁾	504,960	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		169⁽¹⁾	D	$365.92⁽¹⁴⁾	604,960	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/26/2025		S		88⁽¹⁾	D	$367	504,872	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		87⁽¹⁾	D	$367.33⁽¹⁵⁾	604,873	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/26/2025		S		561⁽¹⁾	D	$368.67⁽¹⁶⁾	504,311	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		562⁽¹⁾	D	$369.12⁽¹⁷⁾	604,311	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/26/2025		S		1,160⁽¹⁾	D	$369.53⁽¹⁸⁾	503,151	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		1,159⁽¹⁾	D	$370.01⁽¹⁹⁾	603,152	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/26/2025		S		1,188⁽¹⁾	D	$370.75⁽²⁰⁾	501,963	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		1,188⁽¹⁾	D	$370.75⁽²⁰⁾	601,964	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/26/2025		S		523⁽¹⁾	D	$371.44⁽²¹⁾	501,440	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/26/2025		S		524⁽¹⁾	D	$371.74⁽²²⁾	601,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
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 $358.60 to $359.27 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. This transaction was executed in multiple trades at prices ranging from $359.27 to $359.51 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.

5. 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.

6. This transaction was executed in multiple trades at prices ranging from $359.90 to $360.81 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 $360.99 to $361.00 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 $361.00 to $361.94 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 $362.14 to $362.16, 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.

10. This transaction was executed in multiple trades at prices ranging from $362.16 to $362.17, 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 $363.30 to $364.26, 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 $364.26 to $364.27, 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 $364.34 to $365.30, 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 $365.50 to $366.49, 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.

15. This transaction was executed in multiple trades at prices ranging from $367.00 to $368.00 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 $368.25 to $368.92 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 $368.92 to $369.25 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 $369.26 to $369.82 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.

19. This transaction was executed in multiple trades at prices ranging from $369.82 to $370.26 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 $370.28 to $371.28 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.

21. This transaction was executed in multiple trades at prices ranging from $371.29 to $371.61 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.

22. This transaction was executed in multiple trades at prices ranging from $371.61 to $371.94 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	08/28/2025
	** 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.
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 the Form 4 filed for CVNA report?

The Form 4 reports that Ernest C. Garcia III sold a total of 923,155 Class A shares on 08/26/2025, with the sales executed under a Rule 10b5-1 trading plan.

Were the sales executed under a pre-existing trading plan for CVNA?

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

How were the sold shares held according to the Form 4?

The shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where Mr. Garcia serves as Investment Trustee and Co-Administrative Trustee.

Does the Form 4 provide exact per-trade share counts and prices?

The Form 4 reports volume-weighted average prices and price ranges for groups of trades and notes the Reporting Person will provide full per-trade details to the SEC, issuer, or a security holder upon request.

Who signed the Form 4 filing for CVNA?

The filing was signed by Paul Breaux by power of attorney for Ernest C. Garcia, III on 08/28/2025.

CVNA Insider Sale: 923,155 Class A Shares Sold by CEO via 10b5-1 Plan