CVNA Form 4: Ernest C. Garcia III Disposes 921,926 Class A Shares

Rhea-AI Filing Summary

Ernest C. Garcia III, Chief Executive Officer and director of Carvana Co. (CVNA), reported multiple sales of Class A common stock executed on 09/08/2025 pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024. The filing discloses aggregate dispositions of 921,926 shares across multiple trades at volume-weighted average prices shown per trade (individual trade VWAPs ranged roughly from $365.29 to $377.77 per share). The shares sold were held indirectly through two trusts for which Mr. Garcia serves as Investment Trustee and Co-Administrative Trustee: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III. The Form 4 was signed by power of attorney on 09/09/2025.

Positive

• Disclosures executed under a Rule 10b5-1 trading plan adopted on December 13, 2024, indicating preplanned sales
• Comprehensive filing including VWAPs for trade groupings and offer to provide detailed trade-level information on request
• Insider roles disclosed (CEO, director, and >10% owner) and indirect holdings through named trusts, improving transparency

Negative

• Significant aggregate dispositions of 921,926 Class A shares on 09/08/2025, which represent material insider selling activity
• Sales executed across a wide price range (VWAPs reported per trade group from approximately $365.29 to $377.77), indicating substantial liquidity taken by the reporting person

Insights

Securities/Fiduciary Analyst

TL;DR: Insider executed sizable, preplanned sales under a Rule 10b5-1 plan; disclosure is routine and removes trading-timing ambiguity.

The Form 4 shows a material block of dispositions (921,926 Class A shares) by the CEO and 10% owner, executed on a single date but across multiple trades and price points. The trades were effected under an established 10b5-1 plan (adopted December 13, 2024), which provides an affirmative defense against insider trading allegations and indicates preplanning rather than opportunistic sales. The shares were held indirectly via two trusts where the reporting person serves in trustee roles, and the filing discloses VWAPs per trade and willingness to provide trade-level detail on request. For investors, the filing increases transparency about insider liquidity actions while not providing operational or forward-looking company information.

Corporate Governance Specialist

TL;DR: Governance disclosure is complete for the transactions; use of 10b5-1 plan aligns with best practices for scheduled insider sales.

The report identifies the reporter as CEO, director, and a >10% owner and details indirect holdings via two trusts. The explicit citation of the 10b5-1 plan adoption date and volume-weighted average prices for multiple trade groupings meets SEC reporting expectations. The filing was executed by power of attorney and includes explanatory remarks offering to provide granular trade data if requested. This level of disclosure supports governance transparency around insider liquidity but does not signal changes to corporate control or operational strategy.

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)
09/08/2025

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	09/08/2025		S		239(1)	D	$365.38(2)	466,201	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		238(1)	D	$365.61(4)	566,202	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/08/2025		S		852(1)	D	$366.57(6)	465,349	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		853(1)	D	$367.07(7)	565,349	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/08/2025		S		399(1)	D	$367.76(8)	464,950	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		399(1)	D	$367.76(8)	564,950	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/08/2025		S		348(1)	D	$369.05(9)	464,602	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		348(1)	D	$369.05(9)	564,602	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/08/2025		S		303(1)	D	$370.33(10)	464,299	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		303(1)	D	$370.33(10)	564,299	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/08/2025		S		511(1)	D	$371.2(11)	463,788	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		510(1)	D	$371.67(12)	563,789	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/08/2025		S		674(1)	D	$372.23(13)	463,114	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		674(1)	D	$372.23(13)	563,115	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/08/2025		S		212(1)	D	$372.94(14)	462,902	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		213(1)	D	$373.52(15)	562,902	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/08/2025		S		250(1)	D	$374.33(16)	462,652	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		250(1)	D	$374.33(16)	562,652	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/08/2025		S		450(1)	D	$375.53(17)	462,202	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		450(1)	D	$375.53(17)	562,202	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/08/2025		S		462(1)	D	$376.55(18)	461,740	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		462(1)	D	$376.55(18)	561,740	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/08/2025		S		300(1)	D	$377.36(19)	461,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/08/2025		S		300(1)	D	$377.36(19)	561,440	I	Ernest C. Garcia III Multi-Generational Trust III(5)
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)
				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 $365.29 to $365.57 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.

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 $365.57 to $366.27 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.

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 $366.41 to $366.81 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 $366.81 to $367.41 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 $367.43 to $368.34 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 $368.58 to $369.40, 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 $369.74 to $370.65, 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 $370.80 to $371.48, 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.

12. This transaction was executed in multiple trades at prices ranging from $371.48 to $371.79, 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 $371.82 to $372.77, 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.

14. This transaction was executed in multiple trades at prices ranging from $372.84 to $372.96, 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 $372.96 to $373.68, 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 $373.93 to $374.83, 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 $374.97 to $375.84 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 $376.04 to $376.93, 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 $377.19 to $377.77, 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/09/2025
	** 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

What did Ernest C. Garcia III report on Form 4 for CVNA?

The Form 4 reports multiple sales of Class A common stock executed on 09/08/2025 under a Rule 10b5-1 trading plan, totaling 921,926 shares sold.

Were the sales preplanned under a 10b5-1 plan?

Yes. The filing states 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?

The filing discloses volume-weighted average prices for grouped trades, with reported trade VWAPs ranging approximately from $365.29 to $377.77 per share.

Through what entities were the shares held?

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

When was the Form 4 signed and who signed it?

The Form 4 bears a signature by power of attorney: /s/ Paul Breaux for Ernest C. Garcia, III dated 09/09/2025.