Ernest C. Garcia III Executes 923K CVNA Share Sales via 10b5-1 Plan

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO and director of Carvana Co. (CVNA), reported a series of open-market sales on 08/20/2025 executed under a Rule 10b5-1 trading plan adopted December 13, 2024. The Form 4 lists a total of 923,155 shares sold of Class A common stock across multiple trades at prices ranging approximately from $332.67 to $340.14, with volume-weighted average sale prices reported for grouped trades (examples: $333.23, $334.12, $335.26, $336.85, $337.91, $338.06, $339.80, $340.02). The sales were effected for shares held directly by two trusts for which the reporting person serves as Investment Trustee and Co-Administrative Trustee. The filing was signed on behalf of Mr. Garcia by power of attorney.

Positive

• Sales were executed under a Rule 10b5-1 trading plan, indicating pre-arranged transactions intended to comply with insider trading rules
• Detailed VWAP ranges disclosed for grouped trades, showing transparent execution reporting

Negative

• Large aggregate insider selling: 923,155 shares sold on 08/20/2025, which may be viewed negatively by some investors
• Form does not disclose total pre-sale percentage ownership, limiting context for how material the disposals are relative to total holdings

Insights

Corporate Governance Expert

TL;DR: Significant insider sales executed under a 10b5-1 plan; procedural compliance appears clear, but shareholders may note reduced insider holdings.

The filing shows the CEO and director sold 923,155 Class A shares via multiple trades on 08/20/2025 under a Rule 10b5-1 plan adopted December 13, 2024. The sales are documented with volume-weighted average prices for trade groupings and explicit disclosures of the trusts holding the shares, indicating adherence to required disclosure protocols. The report was signed by a power of attorney, consistent with Form 4 practice. The filing does not state reasons for the sales or any change in board or executive status.

Securities Analyst

TL;DR: Material insider selling of 923,155 shares at mid-$330s to ~$340s; market impact depends on context not provided here.

Recorded transactions show sales executed across price bands from about $332.67 to $340.14 with several VWAPs reported. The seller is the CEO and a 10% owner acting through two trusts, and the ownership counts after each reported sale are listed in the form. The trading plan disclosure reduces likelihood of opportunistic timing, but the magnitude of sales is notable relative to individual insider activity. No information on total pre-sale holdings or percentage of outstanding shares is provided in this filing, limiting assessment of dilution or proportional impact.

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)
08/20/2025

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	08/20/2025		S		750(1)	D	$333.23(2)	522,580	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/20/2025		S		750(1)	D	$333.23(2)	622,580	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/20/2025		S		269(1)	D	$334.12(5)	522,311	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/20/2025		S		269(1)	D	$334.12(5)	622,311	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/20/2025		S		384(1)	D	$335.26(6)	521,927	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/20/2025		S		384(1)	D	$335.26(6)	621,927	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/20/2025		S		133(1)	D	$336.85(7)	521,794	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/20/2025		S		133(1)	D	$336.85(7)	621,794	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/20/2025		S		140(1)	D	$337.91(8)	521,654	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/20/2025		S		139(1)	D	$338.06(9)	621,655	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/20/2025		S		214(1)	D	$339.8(10)	521,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/20/2025		S		215(1)	D	$340.02(11)	621,440	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 $332.67 to $333.66 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 $333.79 to $334.68 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.

6. This transaction was executed in multiple trades at prices ranging from $334.80 to $335.62, 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.

7. This transaction was executed in multiple trades at prices ranging from $336.50 to $337.14 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 $337.59 to $337.96 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.

9. This transaction was executed in multiple trades at prices ranging from $337.96 to $338.17 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 $339.31 to $339.92, 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 $339.92 to $340.14, 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	08/22/2025
	** 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 Ernest C. Garcia III report on Form 4 for CVNA?

The Form 4 reports the sale of 923,155 Class A shares on 08/20/2025 executed under a Rule 10b5-1 trading plan adopted December 13, 2024.

At what prices were the CVNA shares sold by the reporting person?

Trades were executed across price ranges approximately from $332.67 to $340.14, with grouped volume-weighted average prices reported (examples include $333.23 and $334.12).

Were the sales disclosed as part of a pre-arranged trading plan?

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

Through what entities were the sold CVNA shares held?

The shares were held directly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, for which the reporting person is Investment Trustee and Co-Administrative Trustee.

Who signed the Form 4 filing for Ernest C. Garcia III?

The Form 4 was signed on behalf of Ernest C. Garcia III by Paul Breaux, by Power of Attorney, dated 08/22/2025.