Ernest C. Garcia III disposes 923K CVNA shares under 10b5-1 plan

Q: What did the Form 4 for CVNA disclose on August 20, 2025?

The Form 4 discloses that Ernest C. Garcia III sold 923,155 Class A shares of Carvana on August 20, 2025, pursuant to a Rule 10b5-1 plan.

Q: Through what vehicles were the CVNA shares held?

The sold shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III .

Q: Who signed the Form 4 filing for CVNA?

The Form 4 was signed by Paul Breaux, by Power of Attorney for Ernest C. Garcia, III on August 22, 2025.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III sold a total of 923,155 shares of Carvana Co. Class A common stock on August 20, 2025. The sales were effected in multiple transactions at prices ranging from about $318.54 to $332.62 per share and were executed pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024. The shares disposed of were held indirectly through two trusts: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, for which the reporting person serves as Investment Trustee and Co-Administrative Trustee. The Form 4 was signed by Paul Breaux by power of attorney for Mr. Garcia on August 22, 2025.

Positive

Sales executed under a Rule 10b5-1 trading plan, indicating pre-planned, compliant dispositions
Reporting identifies trustee roles and trusts (Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III), providing clarity on indirect ownership

Negative

Material aggregate disposition of 923,155 Class A shares reduces insider-held shares held indirectly through the trusts
Wide price range of executions ($318.54 to $332.62) reflects multiple trades across varying levels, which may complicate simple valuation interpretation

Insights

TL;DR Insider sold 923,155 Class A shares via a pre-established 10b5-1 plan; transactions spanned ~$318.5–$332.6 per share.

The filing shows a sizeable, systematic disposal of shares by an insider through multiple trades under a Rule 10b5-1 plan adopted December 13, 2024. The sales were executed across a range of prices, producing a volume-weighted average price for each reported block. For investors, the key facts are the aggregate share count sold (923,155) and the broad price band, which together indicate a material reduction in indirectly held Class A stock via the two named trusts. This is a straightforward disclosure of disposition rather than an operational performance signal; no derivatives or other compensatory transactions are reported.

TL;DR Transactions conform to an explicit 10b5-1 plan; reporting identifies trust holdings and trustee roles.

The Form 4 documents compliant insider sales: the reporting person is identified as Investment Trustee and Co-Administrative Trustee for the two trusts holding the sold shares, and the filing discloses that sales were executed under a Rule 10b5-1 plan adopted December 13, 2024. The filing includes granular volume-weighted average prices for multiple trade blocks and provides the signature via power of attorney. From a governance and disclosure perspective, the filing supplies the necessary elements for transparency about the nature, authority and mechanics of the disposals.

08/22/2025 - 05:46 PM

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).

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

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)
08/20/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/20/2025		S		55⁽¹⁾	D	$319.23⁽²⁾	526,385	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		54⁽¹⁾	D	$319.25⁽⁴⁾	626,386	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/20/2025		S		86⁽¹⁾	D	$319.72⁽⁶⁾	526,299	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		87⁽¹⁾	D	$319.81⁽⁷⁾	626,299	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/20/2025		S		69⁽¹⁾	D	$320.84⁽⁸⁾	526,230	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		69⁽¹⁾	D	$320.84⁽⁸⁾	626,230	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/20/2025		S		459⁽¹⁾	D	$322.65⁽⁹⁾	525,771	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		458⁽¹⁾	D	$323.02⁽¹⁰⁾	625,772	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/20/2025		S		547⁽¹⁾	D	$323.74⁽¹¹⁾	525,224	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		548⁽¹⁾	D	$324.13⁽¹²⁾	625,224	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/20/2025		S		89⁽¹⁾	D	$324.88⁽¹³⁾	525,135	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		89⁽¹⁾	D	$324.88⁽¹³⁾	625,135	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/20/2025		S		50⁽¹⁾	D	$326.2	525,085	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		50⁽¹⁾	D	$326.2	625,085	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/20/2025		S		104⁽¹⁾	D	$327.83⁽¹⁴⁾	524,981	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		103⁽¹⁾	D	$328.19⁽¹⁵⁾	624,982	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/20/2025		S		152⁽¹⁾	D	$328.66⁽¹⁶⁾	524,829	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		152⁽¹⁾	D	$328.66⁽¹⁶⁾	624,830	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/20/2025		S		302⁽¹⁾	D	$330.13⁽¹⁷⁾	524,527	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		303⁽¹⁾	D	$330.36⁽¹⁸⁾	624,527	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/20/2025		S		532⁽¹⁾	D	$331.29⁽¹⁹⁾	523,995	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		532⁽¹⁾	D	$331.29⁽¹⁹⁾	623,995	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/20/2025		S		665⁽¹⁾	D	$332.19⁽²⁰⁾	523,330	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/20/2025		S		665⁽¹⁾	D	$332.19⁽²⁰⁾	623,330	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock								923,155	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $318.54 to $319.24 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 $319.24 to $319.45 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 $319.64 to $319.72 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 $319.72 to $320.50 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 $320.71 to $320.89, 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.

9. This transaction was executed in multiple trades at prices ranging from $322.35 to $322.95 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.

10. This transaction was executed in multiple trades at prices ranging from $322.95 to $323.08 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 $323.43 to $323.98 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 $323.98 to $324.41 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 $324.55 to $325.16, 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.

14. This transaction was executed in multiple trades at prices ranging from $327.25 to $327.87 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 $327.87 to $328.20 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.

16. This transaction was executed in multiple trades at prices ranging from $328.46 to $329.46 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.

17. This transaction was executed in multiple trades at prices ranging from $329.55 to $330.22 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 $330.22 to $330.55 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 $330.63 to $331.60 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.

20. This transaction was executed in multiple trades at prices ranging from $331.65 to $332.62 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	08/22/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did the Form 4 for CVNA disclose on August 20, 2025?

The Form 4 discloses that Ernest C. Garcia III sold 923,155 Class A shares of Carvana on August 20, 2025, pursuant to a Rule 10b5-1 plan.

Were the sales made under a trading plan for CVNA insider Garcia?

Yes. The filing states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024.

At what prices were the CVNA shares sold?

The trades were executed in multiple blocks with prices ranging approximately from $318.54 to $332.62 per share, with volume-weighted averages reported for each block.

Through what vehicles were the CVNA shares held?

The sold shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III.

Who signed the Form 4 filing for CVNA?

The Form 4 was signed by Paul Breaux, by Power of Attorney for Ernest C. Garcia, III on August 22, 2025.

Ernest C. Garcia III disposes 923K CVNA shares under 10b5-1 plan