Carvana CEO reports 920,696-share disposals on 10/06/2025

Q: What did the Form 4 for CVNA disclose on 10/06/2025?

It disclosed that Ernest C. Garcia III sold a total of 920,696 Class A shares in multiple transactions executed on 10/06/2025 and reported on Form 4.

Q: Who holds the shares sold by the reporting person?

The filing shows shares are held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III , for which he serves as Investment Trustee and Co-Administrative Trustee.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO, director and 10% owner of Carvana Co. (CVNA), reported multiple open-market sales of Class A common stock on 10/06/2025. The filings show a total of 920,696 shares sold in separate blocks at volume-weighted average prices in the mid-$360s to mid-$370s per share. The reporting person states the sales were executed under a Rule 10b5-1 trading plan adopted on 12/13/2024, and the Form 4 was signed by power of attorney on 10/08/2025. Shares are held indirectly through two trusts for which he is investment trustee; each sale line shows the remaining beneficial ownership in those trusts.

Positive

Sales executed under a formal Rule 10b5-1 trading plan, adopted on 12/13/2024, which provides an affirmative defense to timing concerns
Seller offered transparency by stating willingness to provide detailed per-trade quantities and prices upon request

Negative

Large aggregate insider selling totaling 920,696 Class A shares on 10/06/2025, which could be viewed unfavorably by some investors
Concentrated sales on a single date may raise short-term market-sentiment concerns despite the 10b5-1 plan

Insights

Large, pre-planned insider disposals were disclosed under a 10b5-1 plan.

The sale of 920,696 Class A shares by the CEO and substantial owner was executed on 10/06/2025 and reported on Form 4. The filing explicitly states the transactions were made under a Rule 10b5-1 plan adopted on 12/13/2024, which provides an affirmative defense against allegations of trading on material nonpublic information when properly structured.

This reduces immediate governance concerns about timing, but investors often monitor the scale of insider sales relative to holdings and recent communications; confirm the plan's terms and any additional disclosures if pursuing further due diligence within the next few weeks.

Sales occurred in multiple tranches at varying weighted-average prices in the mid-$360s to mid-$370s.

The Form 4 lists many separate sale blocks with price ranges explicitly provided for each block and a volume-weighted average price recorded for grouped trades. The filer offers to provide detailed trade-by-trade quantities and prices to regulators or holders on request, which is standard for transparency around VWAP reporting.

Market impact is conditional on daily volume and timing; traders tracking CVNA may note the concentrated disposal across a single date (10/06/2025) and factor reported price bands into short-term liquidity assessments.

Insider Trade Summary

Net Seller: 10,000 shares ($3,720,701)

Net Sell 19 txns

Insider GARCIA ERNEST C. III

Role Chief Executive Officer

Sold 10,000 shs ($3.72M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	250	$367.23	$92K
Sale	Class A Common Stock	250	$367.23	$92K
Sale	Class A Common Stock	450	$368.32	$166K
Sale	Class A Common Stock	450	$368.32	$166K
Sale	Class A Common Stock	100	$368.90	$37K
Sale	Class A Common Stock	100	$369.49	$37K
Sale	Class A Common Stock	200	$370.35	$74K
Sale	Class A Common Stock	200	$370.35	$74K
Sale	Class A Common Stock	361	$371.57	$134K
Sale	Class A Common Stock	361	$371.57	$134K
Sale	Class A Common Stock	2,098	$372.49	$781K
Sale	Class A Common Stock	2,098	$372.49	$781K
Sale	Class A Common Stock	1,181	$373.21	$441K
Sale	Class A Common Stock	1,180	$373.81	$441K
Sale	Class A Common Stock	310	$374.29	$116K
Sale	Class A Common Stock	311	$374.83	$117K
Sale	Class A Common Stock	50	$379.19	$19K
Sale	Class A Common Stock	50	$379.19	$19K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 366,190 shares (Indirect, Ernest Irrevocable 2004 Trust III); Class A Common Stock — 920,696 shares (Direct)

Footnotes (1)

The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024. 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. This transaction was executed in multiple trades at prices ranging from $366.85 to $367.75, inclusive. 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. 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. This transaction was executed in multiple trades at prices ranging from $367.89 to $368.85, inclusive. This transaction was executed in multiple trades at prices ranging from $369.95 to $370.69, inclusive. This transaction was executed in multiple trades at prices ranging from $370.99 to $371.99, inclusive. This transaction was executed in multiple trades at prices ranging from $372.01 to $373.01, inclusive. This transaction was executed in multiple trades at prices ranging from $373.02 to $373.60, inclusive. This transaction was executed in multiple trades at prices ranging from $373.60 to $374.00, inclusive. This transaction was executed in multiple trades at prices ranging from $374.10 to $374.44, inclusive. This transaction was executed in multiple trades at prices ranging from $374.44 to $374.97, inclusive.

Form 4 Insider Transactions: What Each Field Means →

10/08/2025 - 06:38 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)
10/06/2025

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	10/06/2025		S		250⁽¹⁾	D	$367.23⁽²⁾⁽³⁾	366,190	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/06/2025		S		250⁽¹⁾	D	$367.23⁽²⁾⁽³⁾	466,190	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/06/2025		S		450⁽¹⁾	D	$368.32⁽²⁾⁽⁶⁾	365,740	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/06/2025		S		450⁽¹⁾	D	$368.32⁽²⁾⁽⁶⁾	465,740	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/06/2025		S		100⁽¹⁾	D	$368.9	365,640	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/06/2025		S		100⁽¹⁾	D	$369.49	465,640	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/06/2025		S		200⁽¹⁾	D	$370.35⁽²⁾⁽⁷⁾	365,440	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/06/2025		S		200⁽¹⁾	D	$370.35⁽²⁾⁽⁷⁾	465,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/06/2025		S		361⁽¹⁾	D	$371.57⁽²⁾⁽⁸⁾	365,079	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/06/2025		S		361⁽¹⁾	D	$371.57⁽²⁾⁽⁸⁾	465,079	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/06/2025		S		2,098⁽¹⁾	D	$372.49⁽²⁾⁽⁹⁾	362,981	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/06/2025		S		2,098⁽¹⁾	D	$372.49⁽²⁾⁽⁹⁾	462,981	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/06/2025		S		1,181⁽¹⁾	D	$373.21⁽²⁾⁽¹⁰⁾	361,800	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/06/2025		S		1,180⁽¹⁾	D	$373.81⁽²⁾⁽¹¹⁾	461,801	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/06/2025		S		310⁽¹⁾	D	$374.29⁽²⁾⁽¹²⁾	361,490	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/06/2025		S		311⁽¹⁾	D	$374.83⁽²⁾⁽¹³⁾	461,490	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/06/2025		S		50⁽¹⁾	D	$379.19	361,440	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/06/2025		S		50⁽¹⁾	D	$379.19	461,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock								920,696	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. 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. This transaction was executed in multiple trades at prices ranging from $366.85 to $367.75, inclusive.

4. 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.

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 $367.89 to $368.85, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $369.95 to $370.69, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $370.99 to $371.99, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $372.01 to $373.01, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $373.02 to $373.60, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $373.60 to $374.00, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $374.10 to $374.44, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $374.44 to $374.97, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	10/08/2025
	** 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 10/06/2025?

It disclosed that Ernest C. Garcia III sold a total of 920,696 Class A shares in multiple transactions executed on 10/06/2025 and reported on Form 4.

Were the CVNA sales made under a Rule 10b5-1 plan?

Yes. The report states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 12/13/2024.

Who holds the shares sold by the reporting person?

The filing shows shares are held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, for which he serves as Investment Trustee and Co-Administrative Trustee.

What price information is disclosed for the CVNA sales?

The Form 4 reports volume-weighted average prices and lists price ranges for each trade block in the mid-$360s to mid-$370s per share; specific trade-by-trade quantities are offered upon request.

When was the Form 4 signed and filed?

The signature on the filing is dated 10/08/2025, signed by power of attorney for Ernest C. Garcia III.