Carvana insider sells 921,926 shares under 10b5-1 plan; VWAP ~$394

Rhea-AI Filing Summary

Ernest C. Garcia III, who serves as Chief Executive Officer, a director and a reported 10% owner of Carvana Co. (CVNA), reported multiple sales of Class A common stock on 09/18/2025 executed pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024. The Form 4 discloses a total reported disposition of 921,926 shares. Reported sale prices are reported as volume-weighted averages with trade-level ranges of $393.21–$393.83 and $394.71–$395.48. Post-transaction beneficial ownership figures appear for shares held in two trusts where Mr. Garcia is Investment Trustee. The Form is signed by power of attorney on 09/19/2025.

Positive

• Transactions were executed under a Rule 10b5-1 trading plan, indicating pre-established, documented trading instructions
• Form 4 provides price ranges and offers to supply trade-level details, improving transparency about the sales
• Reporting includes trust ownership details and trustee roles, clarifying indirect beneficial ownership

Negative

• A large block of shares was sold: 921,926 shares disposed, which is material in absolute terms
• Sales by the CEO and 10% owner may be perceived negatively by some investors due to the scale, even if under a plan

Insights

Securities Analyst

TL;DR: Significant insider sales of 921,926 shares were completed under a pre-established 10b5-1 plan, at roughly $393–$395 per share.

The disposal is recorded as compliant with an existing Rule 10b5-1 trading plan, which reduces questions about opportunistic timing but does not eliminate the fact of a sizeable sale. The Form shows volume-weighted average prices and trade price ranges, and reports continuing indirect ownership through two trusts where Mr. Garcia is trustee. For investors this is a material insider transaction because of the absolute share count disclosed.

Corporate Governance Expert

TL;DR: Insider executed planned sales under a documented plan while retaining trust-held positions; disclosure appears complete.

The filing explicitly states the trades were made pursuant to a 10b5-1 plan adopted December 13, 2024, and provides VWAP-based pricing ranges and an offer to furnish trade-level details upon request. The reporting person retains indirect holdings through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, with Mr. Garcia identified as Investment Trustee and Co-Administrative Trustee. The disclosure and signature by power of attorney meet Form 4 requirements.

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)
09/18/2025

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	09/18/2025		S		200(1)	D	$393.58(2)(3)	421,590	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		200(1)	D	$393.58(2)(3)	521,590	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		100(1)	D	$395.1(2)(6)	421,490	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		100(1)	D	$395.1(2)(6)	521,490	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/18/2025		S		50(1)	D	$395.99	421,440	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/18/2025		S		50(1)	D	$395.99	521,440	I	Ernest C. Garcia III Multi-Generational Trust III(5)
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)
				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 $393.21 to $393.83, 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 $394.71 to $395.48, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/19/2025
	** 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 CEO Ernest C. Garcia III report on Form 4 (CVNA)?

The Form 4 reports multiple sales of Class A common stock on 09/18/2025 executed under a Rule 10b5-1 plan, with a total reported disposition of 921,926 shares.

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

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

At what prices were the CVNA shares sold?

The filing reports volume-weighted average pricing and notes trade ranges of $393.21–$393.83 and $394.71–$395.48; VWAPs are shown in the Form 4.

Does Ernest Garcia retain ownership after the sales?

Yes. The Form 4 shows post-transaction beneficial ownership reflected in holdings held by two trusts where he is Investment Trustee; specific post-sale share counts are disclosed in the filing.

Who signed the Form 4 and when?

The Form 4 is signed by Paul Breaux by power of attorney for Ernest C. Garcia, III with a signature date of 09/19/2025.