[Form 4] CARVANA CO. Insider Trading Activity

Rhea-AI Filing Summary

Insider sales under a 10b5-1 plan: The filing shows that Ernest C. Garcia III, CEO, director and 10% owner of Carvana Co. (CVNA), disposed of a total of 920,696 shares of Class A common stock on 10/09/2025 under a Rule 10b5-1 plan adopted on 12/13/2024. Sales were executed in multiple trades at volume-weighted average prices reported between $348.19 and $361.17 with per-trade VWAPs listed (examples: $348.44, $350.63, $358.96, $362). The shares are held indirectly in two trusts for which he serves as Investment Trustee. The form is signed by a power of attorney on 10/10/2025.

Positive

• Sales executed under a Rule 10b5-1 plan adopted on 12/13/2024, which provides an affirmative defense
• Detailed VWAP disclosure and an undertaking to provide per-trade details on request, improving transparency
• Form 4 filed promptly and signed by power of attorney on 10/10/2025

Negative

• Large total disposal of 920,696 shares on 10/09/2025, which could increase share supply and be market-impactful
• All shares sold were held indirectly in trusts, meaning the insider reduced a substantial indirect stake across both trusts

Insights

Corporate Governance Analyst

TL;DR: Large, planned insider disposals executed under a 10b5-1 plan increase share supply but were pre-scheduled.

The reporting shows 920,696 Class A shares sold on 10/09/2025 under a Rule 10b5-1 plan adopted on 12/13/2024. The sales were executed in multiple trades with VWAPs disclosed across a band from $348.19 to $361.17, indicating systematic disposals rather than single-block sales.

The primary dependency is the existence of a pre-established trading plan, which provides an affirmative defense under trading rules but does not eliminate market impact from large insider selling. Monitor subsequent filings for remaining beneficial ownership levels and any additional plan amendments within the next few reporting cycles.

Insider Trading Compliance Expert

TL;DR: Transactions appear processed under an explicit 10b5-1 arrangement with standard disclosures about VWAP ranges.

The filer states the 10b5-1 plan date (12/13/2024) and provides VWAP ranges for each grouped trade, plus an undertaking to provide detailed per-trade quantities on request. That level of disclosure aligns with common compliance practice for preplanned insider sales.

Risks include potential market interpretation of concentrated insider sales and the need to confirm no subsequent ad hoc trades outside the plan; expect routine Section 16 filings to track remaining indirect holdings reported for the two trusts in upcoming Form 4 or Form 5 submissions.

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)
10/09/2025

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	10/09/2025		S		49(1)	D	$348.44(2)(3)	351,391	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		48(1)	D	$348.97(2)(5)	451,392	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		64(1)	D	$349.69(2)(7)	351,327	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		64(1)	D	$349.69(2)(7)	451,328	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		27(1)	D	$350.63(2)(8)	351,300	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		27(1)	D	$350.63(2)(8)	451,301	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		90(1)	D	$351.8(2)(9)	351,210	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		90(1)	D	$351.8(2)(9)	451,211	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		243(1)	D	$352.6(2)(10)	350,967	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		244(1)	D	$353.1(2)(11)	450,967	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		215(1)	D	$353.43(2)(12)	350,752	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		214(1)	D	$353.97(2)(13)	450,753	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		99(1)	D	$354.65(2)(14)	350,653	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		100(1)	D	$355.11(2)(15)	450,653	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		148(1)	D	$356.1(2)(16)	350,505	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		148(1)	D	$356.1(2)(16)	450,505	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		87(1)	D	$356.68(2)(17)	350,418	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		86(1)	D	$357.13(2)(18)	450,419	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		87(1)	D	$357.9(2)(19)	350,331	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		87(1)	D	$357.9(2)(19)	450,332	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		141(1)	D	$358.96(2)(20)	350,190	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		141(1)	D	$358.96(2)(20)	450,191	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		139(1)	D	$359.66(2)(21)	350,051	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		140(1)	D	$360.08(2)(22)	450,051	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		36(1)	D	$360.74(2)(23)	350,015	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		35(1)	D	$361(2)(24)	450,016	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class A Common Stock	10/09/2025		S		15(1)	D	$362	350,000	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/09/2025		S		16(1)	D	$362	450,000	I	Ernest C. Garcia III Multi-Generational Trust III(6)
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)
				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. 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 $348.19 to $348.75, 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. This transaction was executed in multiple trades at prices ranging from $348.75 to $349.11, inclusive.

6. 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.

7. This transaction was executed in multiple trades at prices ranging from $349.18 to $350.17 inclusive.

8. This transaction was executed in multiple trades at prices ranging from $350.24 to $351.21, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $351.25 to $352.16 inclusive.

10. This transaction was executed in multiple trades at prices ranging from $352.26 to $352.82, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $352.83 to $353.24, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $353.29 to $353.55, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $353.55 to $354.22, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $354.31 to $354.87, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $354.87 to $355.29, inclusive.

16. This transaction was executed in multiple trades at prices ranging from $355.44 to $356.41, inclusive.

17. This transaction was executed in multiple trades at prices ranging from $356.45 to $357.04, inclusive.

18. This transaction was executed in multiple trades at prices ranging from $357.04 to $357.37, inclusive.

19. This transaction was executed in multiple trades at prices ranging from $357.47 to $358.47, inclusive.

20. This transaction was executed in multiple trades at prices ranging from $358.49 to $359.48, inclusive.

21. This transaction was executed in multiple trades at prices ranging from $359.52 to $359.90, inclusive.

22. This transaction was executed in multiple trades at prices ranging from $359.90 to $360.46, inclusive.

23. This transaction was executed in multiple trades at prices ranging from $360.61 to $360.89, inclusive.

24. This transaction was executed in multiple trades at prices ranging from $360.89 to $361.17, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	10/10/2025
	** 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 did Carvana (CVNA) insider Ernest C. Garcia III sell on 10/09/2025?

He disposed of a total of 920,696 shares of Class A common stock on 10/09/2025 under a Rule 10b5-1 trading plan.

Under what plan were the CVNA shares sold?

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

What price range were the CVNA shares sold at?

Trades were executed in multiple transactions with prices and VWAPs ranging approximately from $348.19 to $361.17, with per-group VWAPs reported (examples: $348.44, $358.96, $362).

Who beneficially owned the shares that were sold?

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

When was the Form 4 filed and who signed it?

The Form 4 bears a signature by Paul Breaux by power of attorney for Ernest C. Garcia, III dated 10/10/2025.