CVNA Form 4: Ernest C. Garcia III reports large 10b5-1 sales at $369–$379 VWAPs

Q: What did Ernest C. Garcia III report on Form 4 for CVNA?

The Form 4 reports multiple open-market sales of Class A common stock executed on 09/17/2025 under a Rule 10b5-1 plan.

Q: Were these sales part of a trading plan?

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

Q: Who holds the remaining beneficial ownership reported?

Remaining beneficial shares are held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III , where the reporting person is Investment Trustee and Co-Administrative Trustee.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, Carvana Co. director, CEO and 10% owner, reported a series of open-market sales of Class A common stock executed on 09/17/2025 under a Rule 10b5-1 trading plan adopted December 13, 2024. The filings list multiple disposals at volume-weighted average prices between $369.17 and $379.65 per share, with individual trade groups shown at specific VWAPs. The aggregated disposals reported in the table total 921,926 shares sold, with remaining beneficial ownership positions reported for two trusts (the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III). The Form 4 was signed by Paul Breaux by power of attorney on behalf of Mr. Garcia.

Positive

Sales were effected pursuant to a documented Rule 10b5-1 trading plan, adopted December 13, 2024, which is disclosed in the filing
Execution details provided include volume-weighted average prices and price ranges for each trade group

Negative

Large aggregate insider disposals reported: the table lists 921,926 shares sold on 09/17/2025
Significant insider sales by a 10% owner and CEO may be viewed as material by some investors due to the reporting person's role

Insights

TL;DR: Large, pre-planned insider sales totaling 921,926 shares executed under a 10b5-1 plan; transaction dates and VWAPs are disclosed.

The Form 4 shows extensive disposals of Class A common stock by Ernest C. Garcia III on 09/17/2025. Sales were carried out pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024, and executed in multiple tranches with VWAPs reported between $369.17 and $379.65. The disclosure lists the sales against beneficial holdings held indirectly in two trusts where the reporting person serves as Investment Trustee and Co-Administrative Trustee. For analysts, the material facts are the volume, the use of a 10b5-1 plan, and the specific VWAP ranges; no derivative transactions or other compensatory grants are reported.

TL;DR: Insider followed a documented trading plan; filings provide full range of execution prices and trustee relationships.

The filing clearly states the disposals were effected under a Rule 10b5-1 plan, which supports affirmative defense to insider trading claims. It also discloses the nature of indirect ownership: shares are held by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where the reporting person is named as Investment Trustee and Co-Administrative Trustee. The signature block shows the Form 4 was executed by a power of attorney. These governance disclosures are complete within the form's scope.

09/19/2025 - 06:25 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)
09/17/2025

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	09/17/2025		S		150⁽¹⁾	D	$369.17⁽²⁾⁽³⁾	431,290	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/17/2025		S		150⁽¹⁾	D	$369.17⁽²⁾⁽³⁾	531,290	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/17/2025		S		500⁽¹⁾	D	$370.1⁽²⁾⁽⁶⁾	430,790	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/17/2025		S		500⁽¹⁾	D	$370.1⁽²⁾⁽⁶⁾	530,790	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/17/2025		S		902⁽¹⁾	D	$371.46⁽²⁾⁽⁷⁾	429,888	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/17/2025		S		902⁽¹⁾	D	$371.46⁽²⁾⁽⁷⁾	529,888	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/17/2025		S		964⁽¹⁾	D	$372.47⁽²⁾⁽⁸⁾	428,924	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/17/2025		S		964⁽¹⁾	D	$372.47⁽²⁾⁽⁸⁾	528,924	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/17/2025		S		742⁽¹⁾	D	$373.18⁽²⁾⁽⁹⁾	428,182	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/17/2025		S		742⁽¹⁾	D	$373.18⁽²⁾⁽⁹⁾	528,182	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/17/2025		S		379⁽¹⁾	D	$374.53⁽²⁾⁽¹⁰⁾	427,803	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/17/2025		S		379⁽¹⁾	D	$374.53⁽²⁾⁽¹⁰⁾	527,803	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/17/2025		S		529⁽¹⁾	D	$375.66⁽¹¹⁾	427,274	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/17/2025		S		529⁽¹⁾	D	$375.66⁽¹¹⁾	527,274	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/17/2025		S		100⁽¹⁾	D	$376.65⁽¹²⁾	427,174	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/17/2025		S		100⁽¹⁾	D	$376.65⁽¹²⁾	527,174	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/17/2025		S		434⁽¹⁾	D	$378.24⁽¹³⁾	426,740	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/17/2025		S		434⁽¹⁾	D	$378.24⁽¹³⁾	526,740	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/17/2025		S		300⁽¹⁾	D	$379.28⁽¹⁴⁾	426,440	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/17/2025		S		300⁽¹⁾	D	$379.28⁽¹⁴⁾	526,440	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)
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. 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 $368.74 to $369.65 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 $369.76 to $370.67, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $370.89 to $371.85, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $371.91 to $372.88, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $372.93 to $373.81, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $374.11 to $374.99, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $375.26 to $376.20, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $376.48 to $376.81, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $377.84 to $378.75, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $378.88 to $379.65, 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Ernest C. Garcia III report on Form 4 for CVNA?

The Form 4 reports multiple open-market sales of Class A common stock executed on 09/17/2025 under a Rule 10b5-1 plan.

How many shares were sold and what is the total reported volume?

The filing’s table shows an aggregated reported disposal of 921,926 shares across the listed transactions.

At what prices were the CVNA shares sold?

Execution price information is given as volume-weighted average prices and ranges; reported VWAPs span from $369.17 to $379.65, with specific trade groups listed at multiple VWAPs in that band.

Were these sales part of a trading plan?

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

Who holds the remaining beneficial ownership reported?

Remaining beneficial shares are held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where the reporting person is Investment Trustee and Co-Administrative Trustee.

CVNA Form 4: Ernest C. Garcia III reports large 10b5-1 sales at $369–$379 VWAPs