CVNA Form 4: Garcia III trims 1% stake with 10,000-share sale

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Carvana Co. (CVNA) – Form 4 insider transaction filed 14 Jul 2025. Chief Executive Officer, Director and >10% owner Ernest C. Garcia III reported the sale of 10,000 Class A common shares on 10 Jul 2025 through two family trusts (Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III). The trades were executed under a Rule 10b5-1 trading plan adopted 13 Dec 2024.

Aggregate proceeds are approximately $3.49 million, based on volume-weighted average prices ranging from $345.85 to $356.07 per share.
Post-sale beneficial ownership disclosed at 924,384 Class A shares, implying a reduction of roughly 1 % of Garcia’s reported holdings.
The filing lists 20 separate sale lots, each annotated with price ranges and volume-weighted averages, demonstrating compliance with SEC price-reporting guidance.

No derivative security transactions were reported. Because the sales were pre-planned and represent a small fraction of total holdings, market impact is likely limited, yet investors often monitor continued insider selling as a potential sentiment signal.

Positive

None.

Negative

CEO & 10% owner sold 10,000 shares (~$3.49 m), representing about 1 % of his holdings, which some investors may view as a mild negative sentiment signal.

Insights

TL;DR – CEO sold 10k shares (~$3.5 m); modest 1 % trim via 10b5-1, market impact neutral.

Ernest C. Garcia III’s disposition is routine in scale, executed under a pre-established Rule 10b5-1 program, which removes concerns of opportunistic timing. The 10,000-share block equates to roughly 0.2 % of CVNA’s public float and about 1 % of the insider’s personal stake, leaving him with more than 900 k shares. Such incremental sales rarely alter the investment thesis but can fatigue sentiment if they continue. No option exercises, no new holdings structures, and no derivative hedges were disclosed, suggesting straightforward liquidity management rather than strategic repositioning. Overall impact on valuation metrics or governance outlook is negligible.

Insider Trade Summary

Net Seller: 10,000 shares ($3,504,085)

Net Sell 21 txns

Insider GARCIA ERNEST C. III

Role Chief Executive Officer

Sold 10,000 shs ($3.50M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	459	$346.20	$159K
Sale	Class A Common Stock	458	$346.79	$159K
Sale	Class A Common Stock	640	$347.65	$222K
Sale	Class A Common Stock	640	$347.65	$222K
Sale	Class A Common Stock	941	$348.68	$328K
Sale	Class A Common Stock	941	$348.68	$328K
Sale	Class A Common Stock	543	$349.65	$190K
Sale	Class A Common Stock	543	$349.65	$190K
Sale	Class A Common Stock	489	$350.82	$172K
Sale	Class A Common Stock	490	$351.22	$172K
Sale	Class A Common Stock	820	$351.77	$288K
Sale	Class A Common Stock	819	$352.17	$288K
Sale	Class A Common Stock	366	$352.63	$129K
Sale	Class A Common Stock	367	$353.20	$130K
Sale	Class A Common Stock	346	$353.92	$122K
Sale	Class A Common Stock	346	$353.92	$122K
Sale	Class A Common Stock	298	$354.90	$106K
Sale	Class A Common Stock	298	$354.90	$106K
Sale	Class A Common Stock	98	$355.99	$35K
Sale	Class A Common Stock	98	$355.99	$35K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 670,981 shares (Indirect, Ernest Irrevocable 2004 Trust III); Class A Common Stock — 924,384 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. This transaction was executed in multiple trades at prices ranging from $345.85 to $346.62 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. 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. This transaction was executed in multiple trades at prices ranging from $346.62 to $346.85 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. 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 $347.13 to $348.12 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. This transaction was executed in multiple trades at prices ranging from $348.15 to $349.14, 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. This transaction was executed in multiple trades at prices ranging from $349.20 to $350.15 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. This transaction was executed in multiple trades at prices ranging from $350.45 to $351.15 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. This transaction was executed in multiple trades at prices ranging from $351.15 to $351.44 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. This transaction was executed in multiple trades at prices ranging from $351.47 to $351.97, 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. This transaction was executed in multiple trades at prices ranging from $351.97 to $352.44 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. This transaction was executed in multiple trades at prices ranging from $352.48 to $352.90 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. This transaction was executed in multiple trades at prices ranging from $352.90 to $353.45 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. This transaction was executed in multiple trades at prices ranging from $353.49 to $354.49, 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. This transaction was executed in multiple trades at prices ranging from $354.55 to $355.20, 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. This transaction was executed in multiple trades at prices ranging from $355.91 to $356.07, 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.

Form 4 Insider Transactions: What Each Field Means →

07/14/2025 - 05:53 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)
07/10/2025

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	07/10/2025		S		459⁽¹⁾	D	$346.2⁽²⁾	670,981	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	07/10/2025		S		458⁽¹⁾	D	$346.79⁽⁴⁾	770,982	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	07/10/2025		S		640⁽¹⁾	D	$347.65⁽⁶⁾	670,341	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	07/10/2025		S		640⁽¹⁾	D	$347.65⁽⁶⁾	770,342	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	07/10/2025		S		941⁽¹⁾	D	$348.68⁽⁷⁾	669,400	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	07/10/2025		S		941⁽¹⁾	D	$348.68⁽⁷⁾	769,401	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	07/10/2025		S		543⁽¹⁾	D	$349.65⁽⁸⁾	668,857	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	07/10/2025		S		543⁽¹⁾	D	$349.65⁽⁸⁾	768,858	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	07/10/2025		S		489⁽¹⁾	D	$350.82⁽⁹⁾	668,368	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	07/10/2025		S		490⁽¹⁾	D	$351.22⁽¹⁰⁾	768,368	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	07/10/2025		S		820⁽¹⁾	D	$351.77⁽¹¹⁾	667,548	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	07/10/2025		S		819⁽¹⁾	D	$352.17⁽¹²⁾	767,549	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	07/10/2025		S		366⁽¹⁾	D	$352.63⁽¹³⁾	667,182	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	07/10/2025		S		367⁽¹⁾	D	$353.2⁽¹⁴⁾	767,182	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	07/10/2025		S		346⁽¹⁾	D	$353.92⁽¹⁵⁾	666,836	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	07/10/2025		S		346⁽¹⁾	D	$353.92⁽¹⁵⁾	766,836	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	07/10/2025		S		298⁽¹⁾	D	$354.9⁽¹⁶⁾	666,538	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	07/10/2025		S		298⁽¹⁾	D	$354.9⁽¹⁶⁾	766,538	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	07/10/2025		S		98⁽¹⁾	D	$355.99⁽¹⁷⁾	666,440	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	07/10/2025		S		98⁽¹⁾	D	$355.99⁽¹⁷⁾	766,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock								924,384	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 $345.85 to $346.62 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.

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 $346.62 to $346.85 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 $347.13 to $348.12 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 $348.15 to $349.14, 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 $349.20 to $350.15 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 $350.45 to $351.15 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 $351.15 to $351.44 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 $351.47 to $351.97, 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 $351.97 to $352.44 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 $352.48 to $352.90 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 $352.90 to $353.45 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.

15. This transaction was executed in multiple trades at prices ranging from $353.49 to $354.49, 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 $354.55 to $355.20, 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.

17. This transaction was executed in multiple trades at prices ranging from $355.91 to $356.07, 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	07/14/2025
	** 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