CVNA Insider Sale: Ernest C. Garcia III Disposes 921,926 Class A Shares

Q: What shares did Ernest C. Garcia III sell in the Form 4 for CVNA?

He sold 921,926 shares of Class A common stock in multiple transactions on 09/11/2025 reported on the Form 4.

Q: Were the transactions by Ernest C. Garcia III part of a prearranged trading plan?

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

Q: At what prices were the CVNA shares sold?

Trades executed at volume-weighted average prices (VWAPs) with ranges reported between $353.01 and $365.56 across tranches; the Form 4 lists representative VWAP values per block.

Q: Who holds the shares sold by Ernest C. Garcia III?

The shares are held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, for which he is Investment Trustee and Co-Administrative Trustee.

Filing Impact

(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 sales of Class A common stock on 09/11/2025 executed under a Rule 10b5-1 trading plan. The Form 4 shows repetitive dispositive transactions in lots ranging from 100 to 1,513 shares at volume-weighted average prices between $353.39 and $365.08, and aggregates to 921,926 shares sold. Shares are held indirectly through two trusts—the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III—of which he serves as Investment Trustee and Co-Administrative Trustee. The filing is signed by a power of attorney on 09/15/2025.

Positive

Sales were executed under a Rule 10b5-1 trading plan, indicating pre-established execution terms and potential reduction in timing concerns
Transaction prices disclosed as VWAP ranges with commitments to provide per-trade details upon request, enhancing transparency
Filing discloses indirect holdings structure (Irrevocable Trust and Multi-Generational Trust) and the reporting person’s trustee roles

Negative

Large aggregate dispositions: 921,926 Class A shares sold, which is a substantial insider sale reported on a single Form 4
Filing lacks dollar proceeds totals and post-sale ownership percentages, requiring investors to calculate economic impact from provided counts and prices

Insights

TL;DR: Large insider disposals via a 10b5-1 plan increase share supply but followed a preset trading plan, improving procedural compliance.

The filing documents systematic sales totaling 921,926 Class A shares executed pursuant to a Rule 10b5-1 plan adopted December 13, 2024. From a governance standpoint, the existence of a pre-established plan reduces concerns about opportunistic timing by the insider and demonstrates adherence to disclosure rules. However, repeated sizable sales by a founder-level insider remain a notable capital allocation signal that market participants may scrutinize.

TL;DR: Material share disposals were recorded with detailed VWAP ranges, offering transparency on execution pricing.

The Form 4 reports multiple transactions executed at specified VWAP ranges between $353.01 and $365.56 across several tranches. The detailed price ranges and the reporter's willingness to provide per-trade breakdowns on request enhance transparency for investors assessing realized proceeds. The report does not provide proceeds totals or post-transaction ownership percentages beyond absolute share counts held by the two trusts.

09/15/2025 - 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)
09/11/2025

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	09/11/2025		S		300⁽¹⁾	D	$353.39⁽²⁾	451,140	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/11/2025		S		300⁽¹⁾	D	$353.39⁽²⁾	551,140	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/11/2025		S		678⁽¹⁾	D	$355.21⁽⁵⁾	450,462	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/11/2025		S		678⁽¹⁾	D	$355.21⁽⁵⁾	550,462	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/11/2025		S		1,513⁽¹⁾	D	$355.89⁽⁶⁾	448,949	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/11/2025		S		1,512⁽¹⁾	D	$356.38⁽⁷⁾	548,950	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/11/2025		S		1,159⁽¹⁾	D	$357.05⁽⁸⁾	447,790	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/11/2025		S		1,160⁽¹⁾	D	$357.46⁽⁹⁾	547,790	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/11/2025		S		350⁽¹⁾	D	$358.16⁽¹⁰⁾	447,440	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/11/2025		S		350⁽¹⁾	D	$358.16⁽¹⁰⁾	547,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/11/2025		S		600⁽¹⁾	D	$359.58⁽¹¹⁾	446,840	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/11/2025		S		600⁽¹⁾	D	$359.58⁽¹¹⁾	546,840	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/11/2025		S		100⁽¹⁾	D	$360.71⁽¹²⁾	446,740	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/11/2025		S		100⁽¹⁾	D	$360.71⁽¹²⁾	546,740	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/11/2025		S		150⁽¹⁾	D	$362.26⁽¹³⁾	446,590	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/11/2025		S		150⁽¹⁾	D	$326.26⁽¹³⁾	546,590	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	09/11/2025		S		150⁽¹⁾	D	$365.08⁽¹⁴⁾	446,440	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	09/11/2025		S		150⁽¹⁾	D	$365.08⁽¹⁴⁾	546,440	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)
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 $353.01 to $353.73 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 $354.65 to $355.65 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 $355.69 to $356.09 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 $356.09 to $356.68 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 $356.75 to $357.24, 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.

9. This transaction was executed in multiple trades at prices ranging from $357.24 to $357.75, 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.

10. This transaction was executed in multiple trades at prices ranging from $357.82 to $358.40, 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 $359.06 to $359.99, 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.

12. This transaction was executed in multiple trades at prices ranging from $360.48 to $360.93, 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 $361.71 to $362.54, 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 $364.71 to $365.56, 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	09/15/2025
	** 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 shares did Ernest C. Garcia III sell in the Form 4 for CVNA?

He sold 921,926 shares of Class A common stock in multiple transactions on 09/11/2025 reported on the Form 4.

Were the transactions by Ernest C. Garcia III part of a prearranged trading plan?

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

At what prices were the CVNA shares sold?

Trades executed at volume-weighted average prices (VWAPs) with ranges reported between $353.01 and $365.56 across tranches; the Form 4 lists representative VWAP values per block.

Who holds the shares sold by Ernest C. Garcia III?

The shares are held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, for which he is Investment Trustee and Co-Administrative Trustee.

When was the Form 4 signed and filed?

The filing shows a signature by power of attorney on 09/15/2025 for the reported 09/11/2025 transactions.

CVNA Insider Sale: Ernest C. Garcia III Disposes 921,926 Class A Shares