CVNA Form 4: Founder Garcia Unloads $1.9M in Stock on 29 Jul 2025

Rhea-AI Filing Summary

Carvana Co. (CVNA) founder, CEO, director and 10% owner Ernest C. Garcia III filed a Form 4 for trades executed on 29 Jul 2025. Acting through two family trusts, he sold 5,766 Class A shares in 22 micro-tranches priced between $331.76 and $343.84 under a previously adopted Rule 10b5-1 plan (dated 13 Dec 2024). Estimated gross proceeds are roughly $1.95 million (VWAP ≈ $337).

Post-sale holdings stand at about 601.5 k shares in the Ernest Irrevocable 2004 Trust and 701.4 k shares in the Multi-Generational Trust, leaving Garcia with an indirect stake of ~1.30 million shares. No derivative securities were transacted.

The filing reflects continued, systematic liquidity taking by the founder at elevated price levels. Although the 10b5-1 structure limits informational concerns, recurring insider sales can be interpreted as a moderately bearish sentiment signal for near-term investors.

Insights

Securities Analyst

TL;DR Founder sold 5,766 CVNA shares (~$1.9 M) via 10b5-1 plan; signals mild insider bearishness but stake remains large.

The transaction is modest relative to Garcia’s >1 M-share indirect holding, yet occurs near 52-week highs, suggesting profit-taking rather than distress. Because sales were pre-scheduled, regulatory risk is low and the market may discount informational value. Still, persistent selling by the key insider can cap upside sentiment, particularly after the stock’s sharp rebound. Impact: slightly negative.

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)
07/29/2025

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	07/29/2025		S		630(1)	D	$332.26(2)	603,693	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		629(1)	D	$332.59(4)	703,694	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	07/29/2025		S		386(1)	D	$333.39(6)	603,307	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		386(1)	D	$333.39(6)	703,308	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	07/29/2025		S		700(1)	D	$334.11(7)	602,607	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		701(1)	D	$334.54(8)	702,607	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	07/29/2025		S		431(1)	D	$335.34(9)	602,176	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		431(1)	D	$335.34(9)	702,176	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	07/29/2025		S		220(1)	D	$336.21(10)	601,956	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		220(1)	D	$336.21(10)	701,956	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	07/29/2025		S		136(1)	D	$336.97(11)	601,820	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		135(1)	D	$337.14(12)	701,821	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	07/29/2025		S		117(1)	D	$338.83(13)	601,703	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		117(1)	D	$338.83(13)	701,704	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	07/29/2025		S		174(1)	D	$339.85(14)	601,529	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		174(1)	D	$339.85(14)	701,530	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	07/29/2025		S		32(1)	D	$340.78(15)	601,497	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		32(1)	D	$340.78(15)	701,498	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	07/29/2025		S		25(1)	D	$342.96(16)	601,472	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		26(1)	D	$343	701,472	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	07/29/2025		S		32(1)	D	$343.62(17)	601,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	07/29/2025		S		32(1)	D	$343.62(17)	701,440	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock								924,384	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 $331.76 to $332.49 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 $332.49 to $332.75 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.

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 $332.78 to $333.78 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.

7. This transaction was executed in multiple trades at prices ranging from $333.80 to $334.34, 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.

8. This transaction was executed in multiple trades at prices ranging from $334.34 to $334.75, 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.

9. This transaction was executed in multiple trades at prices ranging from $334.81 to $335.73 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 $335.82 to $336.75 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.

11. This transaction was executed in multiple trades at prices ranging from $336.87 to $337.00, 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 $337.00 to $337.71, 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.

13. This transaction was executed in multiple trades at prices ranging from $338.45 to $339.44 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.

14. This transaction was executed in multiple trades at prices ranging from $339.46 to $340.27 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.

15. This transaction was executed in multiple trades at prices ranging from $340.51 to $341.26 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 $342.00 to $343.00 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 $343.29 to $343.84 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	07/30/2025
	** 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 Carvana (CVNA) shares did CEO Ernest Garcia III sell?

5,766 Class A shares were sold on 29 Jul 2025 through two family trusts.

What was the price range of the CVNA insider sales?

Trades occurred between $331.76 and $343.84 per share, volume-weighted average about $337.

Were the CVNA insider sales pre-planned?

Yes. The sales were executed under a Rule 10b5-1 trading plan adopted on 13 Dec 2024.

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

Approximately 1.30 million shares remain held indirectly via two trusts.