CVNA CEO files Form 4: tax withholding of 1,230 shares and 10b5‑1 sales

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO and director of Carvana Co. (CVNA), reported multiple dispositions of Class A common stock on 10/01/2025. The filing shows 1,230 shares withheld to satisfy taxes upon RSU vesting and a series of sales executed under a Rule 10b5-1 trading plan adopted on 12/13/2024. Sale prices reflect volume‑weighted average prices between approximately $379.09 and $390.98 across multiple trades. Some shares are held directly and some indirectly through two trusts for which Mr. Garcia is trustee. The Form 4 was signed by power of attorney on 10/02/2025.

Positive

• Sales were executed pursuant to a Rule 10b5‑1 trading plan adopted on 12/13/2024
• 1,230 shares were withheld to satisfy taxes upon restricted stock unit vesting

Negative

• Multiple disposals of Class A common stock occurred on 10/01/2025 at prices ranging from $379.09 to $390.98
• Reported transactions include both direct and indirect dispositions from trusts controlled by the reporting person

Insights

Corporate Governance Expert

Insider reported planned sales and tax withholding; prices ranged near $379–$391.

The Form 4 discloses 1,230 shares withheld for taxes upon RSU vesting and multiple open‑market sales implemented under a Rule 10b5‑1 plan adopted on 12/13/2024. The filing lists sales executed in multiple trades with VWAPs between $379.09 and $390.98, and shows shares held both directly and indirectly via the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi‑Generational Trust III.

This is a routine Section 16 disclosure documenting insider dispositions and tax withholding; the use of a 10b5‑1 plan indicates the sales were preplanned rather than ad hoc.

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).

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)
10/01/2025

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	10/01/2025		F		1,230(1)	D	$395.41	920,696	D
Class A Common Stock	10/01/2025		S		100(2)	D	$379.52(3)(4)	381,340	I	Ernest Irrevocable 2004 Trust III(5)
Class A Common Stock	10/01/2025		S		100(2)	D	$379.52(3)(4)	481,340	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/01/2025		S		150(2)	D	$380.54(3)(7)	381,190	I	Ernest Irrevocable 2004 Trust III(5)
Class A Common Stock	10/01/2025		S		150(2)	D	$380.54(3)(7)	481,190	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/01/2025		S		150(2)	D	$382.5(3)(8)	381,040	I	Ernest Irrevocable 2004 Trust III(5)
Class A Common Stock	10/01/2025		S		150(2)	D	$382.5(3)(8)	481,040	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/01/2025		S		200(2)	D	$383.95(3)(9)	380,840	I	Ernest Irrevocable 2004 Trust III(5)
Class A Common Stock	10/01/2025		S		200(2)	D	$383.95(3)(9)	480,840	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/01/2025		S		350(2)	D	$384.76(3)(10)	380,490	I	Ernest Irrevocable 2004 Trust III(5)
Class A Common Stock	10/01/2025		S		350(2)	D	$384.76(3)(10)	480,490	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/01/2025		S		450(2)	D	$385.89(3)(11)	380,040	I	Ernest Irrevocable 2004 Trust III(5)
Class A Common Stock	10/01/2025		S		450(2)	D	$385.89(3)(11)	480,040	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/01/2025		S		450(2)	D	$386.91(3)(12)	379,590	I	Ernest Irrevocable 2004 Trust III(5)
Class A Common Stock	10/01/2025		S		450(2)	D	$386.91(3)(12)	479,590	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/01/2025		S		300(2)	D	$388.11(3)(13)	379,290	I	Ernest Irrevocable 2004 Trust III(5)
Class A Common Stock	10/01/2025		S		300(2)	D	$388.11(3)(13)	479,290	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/01/2025		S		499(2)	D	$389.75(3)(14)	378,791	I	Ernest Irrevocable 2004 Trust III(5)
Class A Common Stock	10/01/2025		S		499(2)	D	$389.75(3)(14)	478,791	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/01/2025		S		450(2)	D	$390.47(3)(15)	378,341	I	Ernest Irrevocable 2004 Trust III(5)
Class A Common Stock	10/01/2025		S		450(2)	D	$390.47(3)(15)	478,341	I	Ernest C. Garcia III Multi-Generational Trust III(6)

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. Represents total number of shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of restricted stock units pursuant to various awards.

2. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024.

3. 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.

4. This transaction was executed in multiple trades at prices ranging from $379.09 to $379.95, inclusive.

5. 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.

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 $380.11 to $380.87, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $382.35 to $382.73, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $383.37 to $384.34, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $384.38 to $385.06, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $385.52 to $386.51, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $386.64 to $387.45 inclusive.

13. This transaction was executed in multiple trades at prices ranging from $387.82 to $388.54, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $389.00 to $389.99, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $390.02 to $390.98, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	10/02/2025
	** 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 CVNA insider Ernest C. Garcia III report on Form 4?

The Form 4 shows 1,230 shares withheld for taxes upon RSU vesting and multiple sales of Class A common stock executed on 10/01/2025 under a Rule 10b5‑1 plan.

Were the sales by the CVNA insider preplanned?

Yes. The filing states the reported sales were effected pursuant to a Rule 10b5‑1 trading plan adopted on 12/13/2024.

At what prices were the CVNA shares sold?

The filing reports volume‑weighted average sale prices and lists execution price ranges across trades from approximately $379.09 up to $390.98.

Are any sold shares held indirectly through trusts?

Yes. Some Class A shares are reported as held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi‑Generational Trust III.

Who signed the Form 4 filing for Ernest C. Garcia III?

The Form 4 was signed by Paul Breaux by power of attorney for Ernest C. Garcia III on 10/02/2025.