[Form 4] Carvana Co. Insider Trading Activity

Rhea-AI Filing Summary

Ernest C. Garcia III, Carvana Co. (CVNA) director and CEO, reported multiple planned sales of Class A common stock under a Rule 10b5-1 trading plan adopted December 13, 2024. The Form 4 discloses a series of dispositions executed on 09/04/2025 totaling 921,926 shares sold across numerous trades at volume-weighted average prices ranging approximately from $358.46 to $371.90. The shares are held indirectly through two trusts for which Mr. Garcia serves as Investment Trustee and Co-Administrative Trustee.

Positive

• Sales executed under a documented Rule 10b5-1 plan, adopted December 13, 2024, which provides procedural clarity
• Transparent disclosure of volume-weighted average price ranges for each grouped transaction and undertaking to provide per-trade details upon request
• Clear identification of indirect ownership via the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III and trustee roles

Negative

• Substantial insider dispositions totaling 921,926 shares on 09/04/2025, which increases available supply from a senior executive
• Large sales occurred across price bands from ~$358.46 to $371.90, representing material liquidity provided by a principal executive
• Concentrated sale by CEO and 10% owner could be interpreted negatively by some investors despite being pre-planned

Insights

Corporate Governance Expert

TL;DR: Insider sales were executed under a pre-established 10b5-1 plan; governance disclosure is comprehensive and follows required procedures.

The filing documents large, pre-planned dispositions by the CEO and director across two trusts, with explicit VWAP ranges and a clear statement that the trades were made pursuant to a December 13, 2024 10b5-1 plan. The report includes trustee roles and identifies the indirect ownership structure, which supports transparency. For governance review, the filing satisfactorily discloses intent and process without indicating any ad hoc, undisclosed transactions.

Securities Analyst

TL;DR: Substantial insider selling—921,926 shares—could affect supply dynamics, though executed via a 10b5-1 plan, limiting immediate inference.

The aggregate disposed amount (921,926 shares) and reported VWAP ranges ($358.46–$371.90) are material in absolute terms; however, the filing explicitly attributes sales to a Rule 10b5-1 plan adopted in December 2024. That protocol reduces concerns about opportunistic timing but still represents meaningful insider liquidity. Analysts should consider the share count and price bands relative to Carvana's float when assessing potential near-term market impact.

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)
09/04/2025

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	09/04/2025		S		300(1)	D	$359(2)	476,140	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		300(1)	D	$359(2)	576,140	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/04/2025		S		100(1)	D	$359.85(5)	476,040	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		100(1)	D	$359.85(5)	576,040	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/04/2025		S		592(1)	D	$361.52(6)	475,448	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		591(1)	D	$361.92(7)	575,449	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/04/2025		S		903(1)	D	$362.62(8)	474,545	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		903(1)	D	$362.62(8)	574,546	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/04/2025		S		355(1)	D	$363.33(9)	474,190	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		356(1)	D	$363.8(10)	574,190	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/04/2025		S		250(1)	D	$364.73(11)	473,940	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		250(1)	D	$364.73(11)	573,940	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/04/2025		S		550(1)	D	$365.73(12)	473,390	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		550(1)	D	$365.73(12)	573,390	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/04/2025		S		250(1)	D	$366.79(13)	473,140	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		250(1)	D	$366.79(13)	573,140	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/04/2025		S		150(1)	D	$367.87(14)	472,990	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		150(1)	D	$367.87(14)	572,990	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/04/2025		S		100(1)	D	$368.85(15)	472,890	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		100(1)	D	$368.85(15)	572,890	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/04/2025		S		444(1)	D	$370.6(16)	472,446	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		444(1)	D	$370.6(16)	572,446	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	09/04/2025		S		1,006(1)	D	$371.48(17)	471,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/04/2025		S		1,006(1)	D	$371.48(17)	571,440	I	Ernest C. Garcia III Multi-Generational Trust III(4)
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. This transaction was executed in multiple trades at prices ranging from $358.46 to $359.46 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.

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. 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.

5. This transaction was executed in multiple trades at prices ranging from $359.49 to $360.21 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.

6. This transaction was executed in multiple trades at prices ranging from $361.08 to $361.79 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 $361.79 to $362.04 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 $362.09 to $363.05, 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 $363.22 to $363.59, 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.

10. This transaction was executed in multiple trades at prices ranging from $363.59 to $363.99, 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 $364.31 to $365.07, 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 $365.35 to $366.30, 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 $366.37 to $367.34, 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.

14. This transaction was executed in multiple trades at prices ranging from $367.46 to $368.18, 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 $368.74 to $368.95, 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 $370.02 to $370.99, 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 $371.12 to $371.90, 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	09/04/2025
	** Signature of Reporting Person	Date
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