Carvana insider Garcia III logs small pre-planned share sale

Rhea-AI Filing Summary

Carvana Co. (CVNA) – Form 4 insider transaction

On 7 July 2025, Chief Executive Officer, Director and >10% owner Ernest C. Garcia III filed a Form 4 disclosing the sale of 6,244 Class A common shares through two family trusts that he controls. The sales were executed under a Rule 10b5-1 trading plan adopted on 13 Dec 2024, indicating they were pre-scheduled rather than discretionary.

• Trusts involved – Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III.
• Shares sold – 3,122 shares by each trust, across six trades apiece.
• Price range – volume-weighted average prices between $353.79 and $359.41.
• Remaining holdings – 681,440 shares (Irrevocable Trust) and 781,440 shares (Multi-Generational Trust) after the transactions.
• No derivative security activity was reported.

The combined sale represents well under 1 % of the shares still held by the reporting person’s trusts, suggesting only limited near-term impact on his overall economic exposure to Carvana.

Positive

• Use of Rule 10b5-1 plan demonstrates advance planning and reduces the perception of opportunistic trading.
• CEO retains a large stake (≈1.46 million shares), maintaining shareholder alignment.

Negative

• Insider selling, even if small, may be viewed cautiously by momentum-focused investors.

Insights

Financial Analyst

TL;DR — Small, pre-planned insider sales; neutral impact.

The Form 4 shows Garcia III disposing of 6,244 shares via two family trusts at prices ~ $354-$359. Given that more than 1.46 million shares remain across the trusts, the divestiture is de-minimis (<1 %) and executed under a Rule 10b5-1 plan, which reduces signalling value. Investors typically watch insider activity at Carvana closely, but the size and pre-arranged nature point to routine liquidity rather than a change in outlook. I view the filing as neutral for the equity.

Corporate Governance Specialist

TL;DR — Governance compliant sale; no red flags detected.

From a governance perspective, the CEO satisfied best-practice disclosure by employing a 10b5-1 plan and providing volume-weighted pricing detail. The trusts remain significant holders, maintaining alignment with shareholders. No derivative transactions, option exercises or rapid successive sales are disclosed. I assess the filing as procedurally sound and non-impactful to governance risk.

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)
07/07/2025

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	07/07/2025		S		422(1)	D	$353.79(2)	684,140	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/07/2025		S		422(1)	D	$353.79(2)	784,140	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/07/2025		S		850(1)	D	$355.31(5)	683,290	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/07/2025		S		850(1)	D	$355.31(5)	783,290	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/07/2025		S		300(1)	D	$356.19(6)	682,990	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/07/2025		S		300(1)	D	$356.19(6)	782,990	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/07/2025		S		250(1)	D	$357.09(7)	682,740	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/07/2025		S		250(1)	D	$357.09(7)	782,740	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/07/2025		S		1,000(1)	D	$358.46(8)	681,740	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/07/2025		S		1,000(1)	D	$358.46(8)	781,740	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	07/07/2025		S		300(1)	D	$359.41(9)	681,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/07/2025		S		300(1)	D	$359.41(9)	781,440	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 $353.29 to $354.25, 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.

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 $354.76 to $355.72 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 $355.79 to $356.74 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 $356.88 to $357.48 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 $357.94 to $358.91 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 $358.95 to $359.73 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	07/08/2025
	** 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

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

A total of 6,244 Class A shares were sold on 7 July 2025 through two family trusts.

What price range were the CVNA shares sold at?

The volume-weighted average sale prices ranged from $353.79 to $359.41 per share.

Was the insider sale pre-planned under Rule 10b5-1?

Yes. The filing states the trades were executed under a Rule 10b5-1 plan adopted on 13 Dec 2024.

How many CVNA shares does the CEO still beneficially own after this transaction?

After the sales, the trusts hold 681,440 and 781,440 shares respectively, totaling over 1.46 million shares.

Does this Form 4 include any derivative security activity?

No. Table II shows no derivative securities were acquired or disposed of in the reported period.