Carvana Insider Offloads 20k Shares, Retains 2.4M-Share Stake

Rhea-AI Filing Summary

Carvana (NYSE: CVNA) filed a Form 4 disclosing that CEO, Director and 10 % owner Ernest C. Garcia III sold a combined 20,000 Class A shares on 25-26 Jun 2025 via two family trusts.

The sales, executed under a Rule 10b5-1 plan adopted 13 Dec 2024, occurred at VWAPs between $311.42-$327.82, producing roughly $6.4 million in proceeds.

Following the transactions, Garcia retains ~2.45 million shares (925,613 direct; ~1.53 million indirect), so the sale represents about 0.8 % of his total stake. No derivative activity was reported.

Positive

• None.

Negative

• CEO & 10 % owner sold 20,000 shares (~$6.4 M), potentially signaling insider profit-taking despite remaining large stake.

Insights

Corporate Governance Expert

TL;DR: Pre-planned $6.4 M sale is small vs stake—neutral governance signal.

The filing shows routine diversification rather than strategic retreat. A 20,000-share sale worth ~$6.4 M is just 0.8 % of Garcia’s ~2.45 M-share position. The 10b5-1 adoption date (Dec 2024) predates recent price moves, limiting inference of negative insider timing. Garcia remains a >10 % holder, leaving voting control unchanged. Investors should watch for acceleration or additional sales but, in isolation, the event is governance-neutral.

Portfolio Manager

TL;DR: Insider cash-out near highs; monitor for pattern escalation.

While pre-planned, liquidating $6 M at ~$320 aligns with CVNA’s YTD peak range, hinting at profit-taking. The modest size tempers impact, yet any continued selling by the founder-CEO could pressure sentiment in a momentum-driven name. For now, free-float increases only marginally; liquidity effect is negligible. I view this as a mild negative signal worth tracking—especially if paired with future guidance slippage or macro headwinds.

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)
06/25/2025

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	06/25/2025		S		173(1)	D	$322.36(2)	721,267	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/25/2025		S		172(1)	D	$322.75(4)	821,268	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	06/25/2025		S		1,103(1)	D	$323.84(6)	720,164	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/25/2025		S		1,103(1)	D	$323.84(6)	820,165	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	06/25/2025		S		1,597(1)	D	$324.56(7)	718,567	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/25/2025		S		1,598(1)	D	$324.89(8)	818,567	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	06/25/2025		S		1,145(1)	D	$325.56(9)	717,422	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/25/2025		S		1,144(1)	D	$326.08(10)	817,423	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	06/25/2025		S		932(1)	D	$326.56(11)	716,490	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/25/2025		S		933(1)	D	$326.91(12)	816,490	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	06/25/2025		S		50(1)	D	$327.82	716,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/25/2025		S		50(1)	D	$327.82	816,440	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	06/26/2025		S		1,519(1)	D	$311.42(13)	714,921	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/26/2025		S		1,518(1)	D	$311.84(14)	814,922	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	06/26/2025		S		1,785(1)	D	$312.26(15)	713,136	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/26/2025		S		1,786(1)	D	$312.63(16)	813,136	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	06/26/2025		S		500(1)	D	$313.8(17)	712,636	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/26/2025		S		500(1)	D	$313.8(17)	812,636	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	06/26/2025		S		651(1)	D	$314.5(18)	711,985	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/26/2025		S		651(1)	D	$314.5(18)	811,985	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	06/26/2025		S		545(1)	D	$316.07(19)	711,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/26/2025		S		545(1)	D	$316.07(19)	811,440	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock								925,613	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 $322.18 to $322.59, 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 $322.59 to $323.16, 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 $323.28 to $324.27 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.

7. This transaction was executed in multiple trades at prices ranging from $324.32 to $324.75, 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 $324.75 to $325.27, 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.

9. This transaction was executed in multiple trades at prices ranging from $325.37 to $325.78 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 $325.78 to $326.34 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.

11. This transaction was executed in multiple trades at prices ranging from $326.40 to $326.71 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 $326.71 to $327.27 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.

13. This transaction was executed in multiple trades at prices ranging from $311.02 to $311.64, 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 $311.64 to $311.97, 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 $312.03 to $312.46, 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 $312.46 to $312.89, 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 $313.05 to $314.01, 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 $314.10 to $315.06, 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.

19. This transaction was executed in multiple trades at prices ranging from $315.80 to $316.44, 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	06/27/2025
	** 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

How many CVNA shares did CEO Ernest Garcia III sell in June 2025?

The Form 4 lists aggregate sales of 20,000 Class A shares on 25-26 June 2025.

What price did Carvana shares sell for in the insider transaction?

Volume-weighted average prices ranged from $311.42 to $327.82 per share.

Was the June 2025 CVNA sale executed under a 10b5-1 plan?

Yes. All trades were made pursuant to a Rule 10b5-1 plan adopted on 13 Dec 2024.

How many CVNA shares does Garcia still own after the sale?

He beneficially owns about 2.45 million shares (925,613 direct and ~1.53 million through family trusts).

What is the estimated value of the insider sale reported on Form 4?

At an average price near $320, proceeds are roughly $6.4 million.