[Form 4] Carvana Co. Insider Trading Activity

Rhea-AI Filing Summary

Carvana (NYSE:CVNA) filed a Form 4 disclosing that CEO/Chair Ernest C. Garcia III sold 19,900 Class A shares on 23-24 Jun 2025 via two family trusts.

The trades, executed under a Rule 10b5-1 plan adopted 13 Dec 2024, were priced between $309.74–$327.82, generating proceeds of roughly $6.3 million.

Garcia still beneficially owns about 2.47 million shares (925,613 direct; 1,542,880 indirect), so the sale equals ~0.8% of his holdings. No derivative activity was reported.

Positive

• None.

Negative

• CEO sold 19,900 shares worth ≈$6.3 million, an insider-selling event that could pressure sentiment despite representing only ~0.8% of his stake.

Insights

Insider Trading Analyst

CEO sells $6m+ yet retains 2.47m shares; signalling risk limited by 10b5-1 plan.

The disposal exceeds the $1 million materiality threshold, warranting investor attention. However, the percentage of ownership sold is modest, and the pre-arranged 10b5-1 plan mitigates concerns about timing or adverse information. The trusts involved suggest estate-planning liquidity rather than operational distress. Still, cumulative insider selling can weigh on sentiment, especially after a strong share-price run. Monitor future filings for pattern acceleration or additional executive participation.

Corporate Governance Specialist

Family-trust sales highlight governance transparency; watch aggregate insider trends.

Garcia disclosed each trade’s price range and affirmed willingness to provide granular data—good compliance practice. Retention of a >9% stake keeps management incentives aligned with shareholders. Yet recurring trust-based sales may gradually erode perceived commitment. Investors should track any amendments to the 10b5-1 plan, as SEC rule updates require detailed disclosures beginning Q4 2025. No red flags on control or voting power emerged in this filing.

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)
06/23/2025

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	06/23/2025		S		5,000(1)	D	$309.74(2)	726,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/23/2025		S		5,000(1)	D	$309.74(2)	826,440	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	06/24/2025		S		173(1)	D	$322.36(5)	726,267	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/24/2025		S		172(1)	D	$322.75(6)	826,268	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	06/24/2025		S		1,103(1)	D	$323.84(7)	725,164	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/24/2025		S		1,103(1)	D	$323.84(7)	825,165	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	06/24/2025		S		1,597(1)	D	$324.56(8)	723,567	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/24/2025		S		1,598(1)	D	$324.89(9)	823,567	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	06/24/2025		S		1,145(1)	D	$325.56(10)	722,422	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/24/2025		S		1,144(1)	D	$326.08(11)	822,423	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	06/24/2025		S		932(1)	D	$326.56(12)	721,490	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/24/2025		S		933(1)	D	$326.91(13)	821,490	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	06/24/2025		S		50(1)	D	$327.82	721,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	06/24/2025		S		50(1)	D	$327.82	821,440	I	Ernest C. Garcia III Multi-Generational Trust III(4)
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 $309.20 to $310.20, 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 $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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	06/25/2025
	** 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 the CEO sell in the latest Form 4?

Ernest C. Garcia III sold 19,900 Class A shares on June 23-24 2025.

What price range were Carvana shares sold for?

Sales prices ranged from $309.74 to $327.82 per share, reported as volume-weighted averages.

Was the insider sale under a 10b5-1 trading plan?

Yes. All transactions were executed under a Rule 10b5-1 plan adopted on December 13 2024.

How many Carvana shares does the CEO still own after the sale?

Garcia remains beneficial owner of approximately 2,468,493 shares (925,613 direct; 1,542,880 via trusts).

What roles does Ernest C. Garcia III hold at Carvana?

He is the company’s Chief Executive Officer, Director and 10% Owner.