Carvana CEO Ernest Garcia III sells 923K CVNA shares on 08/28/2025

Rhea-AI Filing Summary

Ernest C. Garcia III, Carvana Co. (CVNA) director, CEO and >10% owner, reported multiple sales of Class A common stock on 08/28/2025. The transactions were effected under a Rule 10b5-1 trading plan adopted December 13, 2024, and the filing discloses aggregate disposals of 923,155 shares. Reported sale prices are presented as volume-weighted average prices for multiple trade windows, with individual VWAPs shown in the filing (examples: $370.16, $371.48, $374.51, $375.41, $376.27, $377.35). The Form 4 was signed by a power of attorney on behalf of Mr. Garcia on 09/02/2025. No derivative transactions are reported in Table II.

Positive

• Sales were executed under a pre-established Rule 10b5-1 trading plan adopted December 13, 2024, indicating scheduled transactions
• Filing provides volume-weighted average prices and trade ranges and offers to supply per-trade details on request, supporting transparency
• Form 4 discloses roles clearly (Director, Chief Executive Officer, >10% owner) and includes POA signature

Negative

• Large aggregate disposition of 923,155 Class A shares by the CEO and >10% owner is material and increases share supply
• All sales occurred on a single date (08/28/2025), representing concentrated insider selling activity

Insights

Securities Analyst

TL;DR: Insider executed large, pre-scheduled sales totalling 923,155 Class A shares under a 10b5-1 plan.

The filing shows sizable disposals by the CEO and >10% owner executed on a single date across multiple price bands and reported as VWAPs. From an investor-impact perspective, such a concentrated set of sales is material because it increases available float and signals share supply on that date, though the filing explicitly states the sales were pursuant to a pre-established Rule 10b5-1 plan adopted in December 2024. The report contains detailed per-trade VWAP ranges and affirms no derivative holdings were moved. This is a routine Section 16 disclosure but with meaningful size given the reporting person's ownership stake.

Corporate Governance Expert

TL;DR: Governance disclosure is complete: role, relationship, 10b5-1 plan and POA signature are clearly stated.

The Form 4 identifies Mr. Garcia as director, CEO and a >10% owner and notes the 10b5-1 plan adoption date, which supports affirmative defense compliance. The signature block shows filing via power of attorney. The filing includes explicit VWAP disclosures and an undertaking to provide per-trade details on request, which aligns with transparency best practices. No amendments or additional contingent transactions are reported.

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)
08/28/2025

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	08/28/2025		S		232(1)	D	$370.16(2)	496,208	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/28/2025		S		231(1)	D	$370.41(4)	596,209	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	08/28/2025		S		296(1)	D	$371.48(6)	495,912	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/28/2025		S		296(1)	D	$371.48(6)	595,913	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	08/28/2025		S		666(1)	D	$372.41(7)	495,246	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/28/2025		S		666(1)	D	$372.41(7)	595,247	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	08/28/2025		S		742(1)	D	$373.19(8)	494,504	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/28/2025		S		743(1)	D	$373.82(9)	594,504	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	08/28/2025		S		859(1)	D	$374.51(10)	493,645	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/28/2025		S		858(1)	D	$374.96(11)	593,646	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	08/28/2025		S		1,184(1)	D	$375.41(12)	492,461	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/28/2025		S		1,185(1)	D	$375.93(13)	592,461	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	08/28/2025		S		994(1)	D	$376.27(14)	491,467	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/28/2025		S		993(1)	D	$376.67(15)	591,468	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	08/28/2025		S		27(1)	D	$377.25(16)	491,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/28/2025		S		28(1)	D	$377.35(17)	591,440	I	Ernest C. Garcia III Multi-Generational Trust III(5)
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 $369.92 to $370.37 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 $370.37 to $370.88 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 $370.95 to $371.90 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.

7. This transaction was executed in multiple trades at prices ranging from $371.98 to $372.98 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 $373.00 to $373.49, 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.

9. This transaction was executed in multiple trades at prices ranging from $373.49 to $374.00, 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 $374.08 to $374.80, 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 $374.80 to $375.08, 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 $375.09 to $375.63, 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 $375.63 to $376.09, 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.

14. This transaction was executed in multiple trades at prices ranging from $376.10 to $376.40, 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.

15. This transaction was executed in multiple trades at prices ranging from $376.40 to $377.08, 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 $377.23 to $377.26 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 $377.26 to $377.38 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	09/02/2025
	** 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 filing reports multiple sales of Class A common stock by Ernest C. Garcia III on 08/28/2025, executed under a Rule 10b5-1 plan.

How many CVNA shares were disposed of according to the Form 4?

The Form 4 shows aggregate disposals of 923,155 shares of Class A common stock.

Were the sales part of a pre-arranged trading plan for CVNA insider?

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

What prices were reported for the CVNA sales?

The filing reports volume-weighted average prices for multiple trade ranges with example VWAPs including $370.16, $371.48, $374.51, $375.41, $376.27, and $377.35.

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

The Form 4 was signed by Paul Breaux, by Power of Attorney for Ernest C. Garcia III on 09/02/2025.