CVNA Form 4: Garcia executes multiple 10b5-1 sales; 1,229 RSU shares withheld

Rhea-AI Filing Summary

Ernest C. Garcia III, who is identified as Chief Executive Officer, Director and a 10% owner of Carvana Co. (CVNA), reported routine insider transactions. On 09/01/2025 1,229 shares of Class A common stock were withheld for taxes upon vesting of restricted stock units at a price of $371.92, leaving 921,926 shares held directly after that transaction. On 09/02/2025 the reporting person executed multiple sales of Class A common stock under a Rule 10b5-1 trading plan adopted December 13, 2024; those sales were executed in multiple trades with volume-weighted average prices disclosed in ranges from $356.72 to $368.67 per share across the reported lots. The Form 4 is signed by power of attorney on behalf of Mr. Garcia.

Insights

Financial Analyst

TL;DR: Insider sold multiple small lots under a pre-established 10b5-1 plan; a tax-withholding share surrender occurred upon RSU vesting.

The transactions reported are procedural and consistent with planned liquidation under a Rule 10b5-1 plan adopted in December 2024. The 09/01/2025 entry shows 1,229 shares withheld for taxes on vested restricted stock units, which is a non-cash internal adjustment. The 09/02/2025 activity lists numerous sales executed in multiple trades with VWAPs disclosed across defined price ranges from $356.72 to $368.67. There is no explicit indication in this filing of any unplanned or extraordinary disposition that would materially alter ownership percentages disclosed elsewhere.

Corporate Governance Expert

TL;DR: Sales were processed under an established 10b5-1 plan; signature by POA is properly noted.

The Form 4 indicates compliance with Section 16 reporting and that the sales were executed pursuant to a written 10b5-1 plan, which typically provides an affirmative defense against insider trading allegations. The filing is signed by a power of attorney for Mr. Garcia and includes the required explanatory remarks disclosing VWAP ranges and trustee relationships for trust-held shares. From a governance perspective, the disclosure is complete for the transactions reported here.

Insider Trade Summary

Net Seller: 10,000 shares ($3,646,426)

Net Sell 23 txns

Insider GARCIA ERNEST C. III

Role Chief Executive Officer

Sold 10,000 shs ($3.65M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	100	$356.76	$36K
Sale	Class A Common Stock	100	$356.76	$36K
Sale	Class A Common Stock	250	$358.87	$90K
Sale	Class A Common Stock	250	$358.87	$90K
Sale	Class A Common Stock	150	$359.64	$54K
Sale	Class A Common Stock	150	$359.64	$54K
Sale	Class A Common Stock	350	$361.03	$126K
Sale	Class A Common Stock	350	$361.03	$126K
Sale	Class A Common Stock	200	$362.59	$73K
Sale	Class A Common Stock	200	$362.59	$73K
Sale	Class A Common Stock	500	$363.54	$182K
Sale	Class A Common Stock	500	$363.54	$182K
Sale	Class A Common Stock	650	$364.49	$237K
Sale	Class A Common Stock	650	$364.49	$237K
Sale	Class A Common Stock	1,047	$365.72	$383K
Sale	Class A Common Stock	1,047	$365.72	$383K
Sale	Class A Common Stock	1,138	$366.65	$417K
Sale	Class A Common Stock	1,138	$366.65	$417K
Sale	Class A Common Stock	465	$367.45	$171K
Sale	Class A Common Stock	465	$367.45	$171K
Sale	Class A Common Stock	150	$368.57	$55K
Sale	Class A Common Stock	150	$368.57	$55K
Tax Withholding	Class A Common Stock	1,229	$371.92	$457K

Holdings After Transaction: Class A Common Stock — 486,340 shares (Indirect, Ernest Irrevocable 2004 Trust III); Class A Common Stock — 921,926 shares (Direct)

Footnotes (1)

1. Represents total number of shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of restricted stock units pursuant to various awards. 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 $356.72 to $356.78 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. 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 $358.50 to $359.39 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 $359.57 to $359.67 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 $360.62 to $361.60, 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 $361.99 to $362.99, 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 $363.00 to $364.00, 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. This transaction was executed in multiple trades at prices ranging from $364.05 to $364.97, 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 $365.13 to $366.13, 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 $366.15 to $367.07, 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. This transaction was executed in multiple trades at prices ranging from $367.20 to $368.04, 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 $368.49 to $368.67, 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 →

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)
09/01/2025

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	09/01/2025		F		1,229(1)	D	$371.92	921,926	D
Class A Common Stock	09/02/2025		S		100(2)	D	$356.76(3)	486,340	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/02/2025		S		100(2)	D	$356.76(3)	586,340	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/02/2025		S		250(2)	D	$358.87(6)	486,090	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/02/2025		S		250(2)	D	$358.87(6)	586,090	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/02/2025		S		150(2)	D	$359.64(7)	485,940	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/02/2025		S		150(2)	D	$359.64(7)	585,940	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/02/2025		S		350(2)	D	$361.03(8)	485,590	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/02/2025		S		350(2)	D	$361.03(8)	585,590	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/02/2025		S		200(2)	D	$362.59(9)	485,390	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/02/2025		S		200(2)	D	$362.59(9)	585,390	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/02/2025		S		500(2)	D	$363.54(10)	484,890	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/02/2025		S		500(2)	D	$363.54(10)	584,890	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/02/2025		S		650(2)	D	$364.49(11)	484,240	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/02/2025		S		650(2)	D	$364.49(11)	584,240	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/02/2025		S		1,047(2)	D	$365.72(12)	483,193	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/02/2025		S		1,047(2)	D	$365.72(12)	583,193	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/02/2025		S		1,138(2)	D	$366.65(13)	482,055	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/02/2025		S		1,138(2)	D	$366.65(13)	582,055	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/02/2025		S		465(2)	D	$367.45(14)	481,590	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/02/2025		S		465(2)	D	$367.45(14)	581,590	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/02/2025		S		150(2)	D	$368.57(15)	481,440	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/02/2025		S		150(2)	D	$368.57(15)	581,440	I	Ernest C. Garcia III Multi-Generational Trust III(5)

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. Represents total number of shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of restricted stock units pursuant to various awards.

2. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024.

3. This transaction was executed in multiple trades at prices ranging from $356.72 to $356.78 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.

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 $358.50 to $359.39 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 $359.57 to $359.67 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 $360.62 to $361.60, 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 $361.99 to $362.99, 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 $363.00 to $364.00, 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.

11. This transaction was executed in multiple trades at prices ranging from $364.05 to $364.97, 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 $365.13 to $366.13, 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 $366.15 to $367.07, 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.

14. This transaction was executed in multiple trades at prices ranging from $367.20 to $368.04, 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 $368.49 to $368.67, 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	09/03/2025
	** 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).
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