Carvana CEO Disposes 921,926 Class A Shares via Preplanned 10b5-1 Trades

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO and director of Carvana Co. (CVNA), reported multiple open-market sales of Class A common stock executed on 09/26/2025 under a Rule 10b5-1 trading plan adopted on 12/13/2024. The disclosure lists a sequence of sales at volume-weighted average prices between $361.22 and $367.20 (with underlying trade price ranges provided) and shows aggregate disposals totaling 921,926 shares.

The Form 4 identifies that the shares are held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, with post-transaction beneficial ownership amounts reported for each trust (for example, balances in the low-to-mid 390,000s and 490,000s shown across transactions). The filing was signed via power of attorney on 09/29/2025.

Insights

Financial Analyst

TL;DR: Substantial insider sales executed under a 10b5-1 plan; material by share count but disclosed as preplanned trades.

The filings show 921,926 Class A shares sold on 09/26/2025 across multiple executions, with volume-weighted prices reported and trade ranges disclosed. Because the sales were made under a Rule 10b5-1 plan adopted on 12/13/2024, they are presented as pre-scheduled dispositions rather than opportunistic insider timing. The size of the disposition is significant in absolute share terms and should be considered when modeling potential insider-driven supply, but the Form 4 does not state reasons for the plan or whether the sales satisfy specific liquidity needs.

Corporate Governance Expert

TL;DR: Proper disclosure of 10b5-1 plan sales with POA signature; governance procedures appear followed.

The report discloses the 10b5-1 adoption date and provides volume-weighted average prices plus price ranges per execution, which aligns with disclosure expectations for transparency. The signature is executed by power of attorney and dated 09/29/2025, consistent with procedural filings. The Form 4 shows indirect holdings through two named trusts, and lists post-transaction beneficial ownership amounts; no amendments or corrective statements are indicated.

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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)
09/26/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/26/2025		S		250(1)	D	$361.22(2)(3)	396,190	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/26/2025		S		250(1)	D	$361.22(2)(3)	496,190	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/26/2025		S		300(1)	D	$362.72(2)(6)	395,890	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/26/2025		S		300(1)	D	$362.72(2)(6)	495,890	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/26/2025		S		250(1)	D	$363.73(2)(7)	395,640	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/26/2025		S		250(1)	D	$363.73(2)(7)	495,640	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/26/2025		S		600(1)	D	$364.85(2)(8)	395,040	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/26/2025		S		600(1)	D	$364.85(2)(8)	495,040	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/26/2025		S		377(1)	D	$365.96(2)(9)	394,663	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/26/2025		S		377(1)	D	$365.96(2)(9)	494,663	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/26/2025		S		1,241(1)	D	$367.2(2)(10)	393,422	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/26/2025		S		1,241(1)	D	$367.2(2)(10)	493,422	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/26/2025		S		1,563(1)	D	$368.11(2)(11)	391,859	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/26/2025		S		1,563(1)	D	$368.11(2)(11)	491,859	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/26/2025		S		319(1)	D	$368.93(2)(12)	391,540	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/26/2025		S		319(1)	D	$368.93(2)(12)	491,540	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/26/2025		S		100(1)	D	$369.93(2)(13)	391,440	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/26/2025		S		100(1)	D	$369.93(2)(13)	491,440	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. 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 $360.72 to $361.59, 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. 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 $362.21 to $363.13, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $363.27 to $364.12, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $364.52 to $365.44, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $365.58 to $366.56, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $366.62 to $367.58, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $367.66 to $368.56, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $368.74 to $369.12, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $369.87 to $369.99, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/29/2025
	** Signature of Reporting Person	Date
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