Ernest C. Garcia III Disposes 923K Carvana Shares via Rule 10b5-1 Plan

Q: Who filed the Form 4 for CVNA?

The Form 4 was filed on behalf of Ernest C. Garcia III , identified as Chief Executive Officer, a director, and a >10% owner.

Q: How many Carvana (CVNA) shares were sold by the reporting person?

The Form reports an aggregate disposition of 923,155 Class A shares .

Q: Were the sales part of a Rule 10b5-1 trading plan for CVNA?

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

Q: What indirect holdings remain after the reported CVNA transactions?

The Form shows indirect beneficial ownership of 546,440 shares in the Ernest Irrevocable 2004 Trust III and 646,440 shares in the Ernest C. Garcia III Multi-Generational Trust III following the reported transactions.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, who serves as Chief Executive Officer, a director and a reported >10% owner of Carvana Co. (CVNA), reported a series of market sales of Class A common stock executed on 08/13/2025. The Form 4 shows an aggregate disposal of 923,155 shares, sold pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024. The reported trades were executed in multiple transactions and reported with volume-weighted average prices and grouped price ranges, spanning approximately $343.83 to $351.24.

The shares sold were held indirectly in 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. Following the reported transactions the Form 4 lists indirect beneficial ownership of 546,440 and 646,440 Class A shares in the two trusts, respectively, as reported on the form.

Positive

Sales executed under a pre-established Rule 10b5-1 trading plan, adopted December 13, 2024, which provides procedural clarity
Aggregate sales amount clearly disclosed: the Form reports an aggregate disposal of 923,155 shares
Trust ownership and trustee roles disclosed, specifying the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III and the reporting person's trustee status

Negative

Substantial insider disposition: a large block of 923,155 shares was sold, which is material in size and could affect market supply or investor perception
Multiple trade executions across price bands indicate sizable liquidity removal from the reporting person's indirect holdings on the transaction date

Insights

TL;DR: CEO sold a large block of shares under a pre-established 10b5-1 plan; transparent reporting but could affect float.

The sale of 923,155 shares by the CEO and >10% owner is material in size and was executed under a Rule 10b5-1 plan, which reduces concerns about opportunistic timing but still increases available supply in the market. The Form 4 discloses volume-weighted average prices grouped across multiple trade brackets, offering price context from roughly $343.83 to $351.24. For investors, the key facts are the magnitude of the disposition and that it was pre-planned; the filing itself does not provide reasons for the sales beyond the plan.

TL;DR: Insider selling followed an established trading plan; governance disclosure is complete but warrants monitoring.

The Form 4 clearly identifies the reporting persons roles and the two trusts that held the sold shares, and it states the trades were effected pursuant to a 10b5-1 plan adopted December 13, 2024. That pre-established arrangement provides procedural governance cover for the transactions, and the filer commits to provide trade-level detail on request. While disclosure is thorough, large insider dispositions by a CEO and significant owner remain consequential for stakeholder perception and should be tracked in subsequent filings.

08/13/2025 - 06:28 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)
08/13/2025

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	08/13/2025		S		50⁽¹⁾	D	$343.83	551,390	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/13/2025		S		50⁽¹⁾	D	$343.83	651,390	I	Ernest C. Garcia III Multi-Generational Trust III⁽³⁾
Class A Common Stock	08/13/2025		S		400⁽¹⁾	D	$345.55⁽⁴⁾	550,990	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/13/2025		S		400⁽¹⁾	D	$345.55⁽⁴⁾	650,990	I	Ernest C. Garcia III Multi-Generational Trust III⁽³⁾
Class A Common Stock	08/13/2025		S		800⁽¹⁾	D	$346.49⁽⁵⁾	550,190	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/13/2025		S		800⁽¹⁾	D	$346.49⁽⁵⁾	650,190	I	Ernest C. Garcia III Multi-Generational Trust III⁽³⁾
Class A Common Stock	08/13/2025		S		850⁽¹⁾	D	$347.53⁽⁶⁾	549,340	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/13/2025		S		850⁽¹⁾	D	$347.53⁽⁶⁾	649,340	I	Ernest C. Garcia III Multi-Generational Trust III⁽³⁾
Class A Common Stock	08/13/2025		S		800⁽¹⁾	D	$348.7⁽⁷⁾	548,540	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/13/2025		S		800⁽¹⁾	D	$348.7⁽⁷⁾	648,540	I	Ernest C. Garcia III Multi-Generational Trust III⁽³⁾
Class A Common Stock	08/13/2025		S		1,016⁽¹⁾	D	$349.65⁽⁸⁾	547,524	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/13/2025		S		1,016⁽¹⁾	D	$349.65⁽⁸⁾	647,524	I	Ernest C. Garcia III Multi-Generational Trust III⁽³⁾
Class A Common Stock	08/13/2025		S		1,034⁽¹⁾	D	$350.67⁽⁹⁾	546,490	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/13/2025		S		1,034⁽¹⁾	D	$350.67⁽⁹⁾	646,490	I	Ernest C. Garcia III Multi-Generational Trust III⁽³⁾
Class A Common Stock	08/13/2025		S		50⁽¹⁾	D	$351.24	546,440	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/13/2025		S		50⁽¹⁾	D	$351.24	646,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽³⁾
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. 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.

3. 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.

4. This transaction was executed in multiple trades at prices ranging from $344.91 to $345.90 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.

5. This transaction was executed in multiple trades at prices ranging from $345.95 to $346.95, 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 $346.99 to $347.99 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.

7. This transaction was executed in multiple trades at prices ranging from $348.07 to $349.06 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.

8. This transaction was executed in multiple trades at prices ranging from $349.11 to $350.07, 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 $350.19 to $351.09 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.

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?

The Form 4 was filed on behalf of Ernest C. Garcia III, identified as Chief Executive Officer, a director, and a >10% owner.

How many Carvana (CVNA) shares were sold by the reporting person?

The Form reports an aggregate disposition of 923,155 Class A shares.

Were the sales part of a Rule 10b5-1 trading plan for CVNA?

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

What price range is shown for the CVNA sales?

The Form reports grouped volume-weighted average sale prices and ranges, with reported prices in the filing spanning approximately $343.83 to $351.24.

What indirect holdings remain after the reported CVNA transactions?

The Form shows indirect beneficial ownership of 546,440 shares in the Ernest Irrevocable 2004 Trust III and 646,440 shares in the Ernest C. Garcia III Multi-Generational Trust III following the reported transactions.

Ernest C. Garcia III Disposes 923K Carvana Shares via Rule 10b5-1 Plan