CVNA Form 4: CEO-linked trusts sold 920,696 Class A shares under 10b5-1

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

The filing reports multiple planned sales of Class A common stock executed on 10/02/2025 under a Rule 10b5-1 plan, totaling 920,696 shares sold .

Q: Were these sales part of a 10b5-1 trading plan?

Yes. The reporting person adopted a Rule 10b5-1 plan on 12/13/2024 , and the Form 4 states the sales were effected pursuant to that plan.

Q: Who holds the shares that were sold?

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

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO and director of Carvana Co. (CVNA), reported multiple planned sales of Class A common stock under a Rule 10b5-1 trading plan adopted 12/13/2024. The Form 4 lists a series of dispositions executed on 10/02/2025 across many trades, reducing holdings reported for trusts tied to Mr. Garcia by a total of 920,696 shares sold at volume-weighted average prices in the roughly $388–$397 range. The seller is listed as the reporting person acting through two trusts where he serves as trustee; all sales are shown as indirect holdings and were carried out per the disclosed 10b5-1 plan. The filing is signed by a POA on behalf of Mr. Garcia on 10/06/2025.

Positive

Sales were executed under a Rule 10b5-1 plan, which provides a pre-established, compliant framework for insider dispositions
Dispositions were disclosed promptly on Form 4 and signed by an authorized representative, supporting transparency

Negative

Large aggregate disposal of 920,696 shares could add selling pressure depending on market liquidity
Holdings remain indirect in trust structures, making immediate post-sale ownership levels less directly visible to outside investors

Insights

TL;DR: Planned, rule-compliant insider sales totaling 920,696 shares under a 10b5-1 plan.

These sales were executed under a documented Rule 10b5-1 trading plan adopted on 12/13/2024, which, when properly structured, provides an affirmative defense to insider trading claims for pre-specified transactions. The Form 4 shows the reporter acting in trustee roles for two trusts, indicating the dispositions are of indirect holdings rather than open-market disposals straight from personal, direct ownership.

Key governance items to watch are any future amendments to the plan, further Form 4 filings that change post-sale ownership, and whether the trustee role or trust structures change; such filings would typically appear within days to weeks if material.

TL;DR: Sales of 920,696 shares executed across price bands near $388–$397 could create modest intraday supply depending on liquidity.

The Form 4 discloses that trades occurred in multiple lots at price ranges from $388.01 to $397.86, with a reported cumulative disposition of 920,696 shares. Because the filer used a 10b5-1 plan, the timing was pre-set, which typically smooths execution and limits market signaling compared with ad-hoc selling.

Short-term market effects depend on daily average volume for CVNA around the execution date; monitoring volume spikes and price impact on 10/02/2025 will show whether these sales were absorbed without significant price disruption.

10/06/2025 - 06:22 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)
10/02/2025

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	10/02/2025		S		207⁽¹⁾	D	$388.23⁽²⁾⁽³⁾	376,233	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/02/2025		S		206⁽¹⁾	D	$388.74⁽²⁾⁽⁵⁾	476,234	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	10/02/2025		S		580⁽¹⁾	D	$389.67⁽²⁾⁽⁷⁾	375,653	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/02/2025		S		580⁽¹⁾	D	$389.67⁽²⁾⁽⁷⁾	475,654	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	10/02/2025		S		159⁽¹⁾	D	$390.64⁽²⁾⁽⁸⁾	375,494	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/02/2025		S		159⁽¹⁾	D	$390.64⁽²⁾⁽⁸⁾	475,495	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	10/02/2025		S		460⁽¹⁾	D	$391.66⁽²⁾⁽⁹⁾	375,034	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/02/2025		S		460⁽¹⁾	D	$391.66⁽²⁾⁽⁹⁾	475,035	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	10/02/2025		S		256⁽¹⁾	D	$392.93⁽²⁾⁽¹⁰⁾	374,778	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/02/2025		S		256⁽¹⁾	D	$392.93⁽²⁾⁽¹⁰⁾	474,779	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	10/02/2025		S		1,224⁽¹⁾	D	$393.87⁽²⁾⁽¹¹⁾	373,554	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/02/2025		S		1,224⁽¹⁾	D	$393.87⁽²⁾⁽¹¹⁾	473,555	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	10/02/2025		S		625⁽¹⁾	D	$394.7⁽²⁾⁽¹²⁾	372,929	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/02/2025		S		625⁽¹⁾	D	$394.7⁽²⁾⁽¹²⁾	472,930	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	10/02/2025		S		469⁽¹⁾	D	$395.63⁽²⁾⁽¹³⁾	372,460	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/02/2025		S		470⁽¹⁾	D	$396.24⁽²⁾⁽¹⁴⁾	472,460	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	10/02/2025		S		866⁽¹⁾	D	$396.59⁽²⁾⁽¹⁵⁾	371,594	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/02/2025		S		865⁽¹⁾	D	$397.08⁽²⁾⁽¹⁶⁾	471,595	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	10/02/2025		S		104⁽¹⁾	D	$397.41	371,490	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/02/2025		S		105⁽¹⁾	D	$397.84⁽²⁾⁽¹⁷⁾	471,490	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock	10/02/2025		S		50⁽¹⁾	D	$400	371,440	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/02/2025		S		50⁽¹⁾	D	$400	471,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class A Common Stock								920,696	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. 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. This transaction was executed in multiple trades at prices ranging from $388.01 to $388.46, inclusive.

4. 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.

5. This transaction was executed in multiple trades at prices ranging from $388.46 to $389.00, inclusive.

6. 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.

7. This transaction was executed in multiple trades at prices ranging from $389.11 to $390.09, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $390.13 to $390.96, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $391.17 to $392.13, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $392.20 to $393.17, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $393.28 to $394.27, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $394.30 to $395.24, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $395.34 to $395.73, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $395.73 to $396.33, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $396.36 to $396.70, inclusive.

16. This transaction was executed in multiple trades at prices ranging from $396.70 to $397.36, inclusive.

17. This transaction was executed in multiple trades at prices ranging from $397.41 to $397.86, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	10/06/2025
	** 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 Ernest C. Garcia III report on the Form 4 for CVNA?

The filing reports multiple planned sales of Class A common stock executed on 10/02/2025 under a Rule 10b5-1 plan, totaling 920,696 shares sold.

Were these sales part of a 10b5-1 trading plan?

Yes. The reporting person adopted a Rule 10b5-1 plan on 12/13/2024, and the Form 4 states the sales were effected pursuant to that plan.

At what prices were the shares sold?

The filing reports volume-weighted average prices in the range of approximately $388.01 to $397.86; individual trade ranges are listed for each lot in the explanation section.

Who holds the shares that were sold?

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

When was the Form 4 signed?

The Form 4 bears a signature by Power of Attorney on 10/06/2025.

CVNA Form 4: CEO-linked trusts sold 920,696 Class A shares under 10b5-1