CVNA Form 4: CEO Disposes of Class A Stock via 10b5-1 Plan

Rhea-AI Filing Summary

Ernest C. Garcia III, Chief Executive Officer and 10% owner of Carvana Co. (CVNA), reported multiple sales of Class A common stock executed on 08/14/2025 under a Rule 10b5-1 trading plan adopted December 13, 2024. The Form 4 discloses numerous disposals executed in multiple trades at volume-weighted average prices ranging from $341.12 to $348.87 across the reported transactions. The reporting person holds shares through two trusts: 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. The transactions were reported by power of attorney on 08/18/2025.

Positive

• Transactions were executed under a Rule 10b5-1 trading plan, which provides a pre-established, documented framework for insider sales
• Filing discloses trustee roles and indirect ownership for the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, increasing transparency
• Volume-weighted average prices were provided for the multiple trades, offering price detail for each grouped execution

Negative

• No information on total shares sold per individual price point is listed in the body (VWAP ranges provided but not per-trade share counts in the explanation)
• Filing does not state the aggregate economic value realized from the sales, only prices and that multiple trades occurred

Insights

Securities Analyst

TL;DR: Multiple rule-based insider sales by the CEO, executed under a pre-established 10b5-1 plan, suggest planned liquidity rather than ad hoc selling.

The filing records extensive dispositions of Class A common stock on 08/14/2025 by the CEO and 10% owner, effected under a Rule 10b5-1 plan adopted 12/13/2024. Prices reported span roughly $341.12 to $348.87 (VWAPs provided per trade group). Shares are held indirectly via two trusts where the reporting person is trustee. From an investor-information perspective, these are routine, pre-authorized transactions that disclose insider liquidity without indicating unplanned company-specific developments. Impact is informational; no new operational or financial data about the issuer is revealed.

Corporate Governance Expert

TL;DR: Disclosure is compliant and detailed; use of a 10b5-1 plan and trustee roles are clearly stated.

The Form 4 provides required specifics: the adoption date of the 10b5-1 plan (12/13/2024), transaction date (08/14/2025), volume-weighted average sale prices for grouped executions, and the trustee relationships to two beneficiary trusts. The filing includes a power-of-attorney signature. For governance review, the filing demonstrates adherence to disclosure norms for insider sales and clarifies indirect ownership structures, supporting transparency around insider transactions.

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)
08/14/2025

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	08/14/2025		S		179(1)	D	$341.47(2)	546,261	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/14/2025		S		179(1)	D	$341.47(2)	646,261	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/14/2025		S		729(1)	D	$342.63(5)	545,532	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/14/2025		S		728(1)	D	$343.06(6)	645,533	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/14/2025		S		692(1)	D	$343.65(7)	544,840	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/14/2025		S		692(1)	D	$343.65(7)	644,841	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/14/2025		S		1,605(1)	D	$344.75(8)	543,235	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/14/2025		S		1,605(1)	D	$344.75(8)	643,236	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/14/2025		S		1,220(1)	D	$345.48(9)	542,015	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/14/2025		S		1,221(1)	D	$345.86(10)	642,015	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/14/2025		S		310(1)	D	$346.81(11)	541,705	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/14/2025		S		310(1)	D	$346.81(11)	641,705	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/14/2025		S		239(1)	D	$347.81(12)	541,466	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/14/2025		S		239(1)	D	$347.81(12)	641,466	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/14/2025		S		26(1)	D	$348.74(13)	541,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/14/2025		S		26(1)	D	$348.74(13)	641,440	I	Ernest C. Garcia III Multi-Generational Trust III(4)
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)
				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 $341.12 to $341.96 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 $342.23 to $342.84 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.

6. This transaction was executed in multiple trades at prices ranging from $342.84 to $343.23 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 $343.24 to $344.24, 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.

8. This transaction was executed in multiple trades at prices ranging from $344.25 to $345.25 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 $345.26 to $345.69 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 $345.69 to $346.24 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.

11. This transaction was executed in multiple trades at prices ranging from $346.29 to $347.20, 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.

12. This transaction was executed in multiple trades at prices ranging from $347.30 to $348.30 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 $348.70 to $348.87 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	08/18/2025
	** 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

What insider transactions did CVNA report on this Form 4?

Ernest C. Garcia III reported multiple sales of Class A common stock executed on 08/14/2025 under a 10b5-1 plan adopted 12/13/2024.

Were the sales by the CVNA reporting person pre-planned?

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

How were the sold shares held for the CVNA reporting person?

The shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where he serves as Investment Trustee and Co-Administrative Trustee.

What price ranges were reported for the CVNA insider sales?

Reported VWAP ranges span approximately $341.12 to $348.87 across the multiple grouped trades disclosed.

When was the Form 4 signed and filed for the CVNA reporting person?

The form includes a power-of-attorney signature dated 08/18/2025.