Ernest C. Garcia III Reports 921,926 Share Disposition for CVNA on 09/12/2025

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO, director and >10% owner of Carvana Co. (CVNA), reported multiple sales of Class A common stock executed on 09/12/2025 under a Rule 10b5-1 trading plan adopted on December 13, 2024. The transactions, effected in multiple trades, total 921,926 shares disposed and were reported on Form 4 filed 09/15/2025. Sales occurred across a series of price bands with reported volume-weighted average prices that ranged roughly from the mid-$349 to mid-$360 per share by tranche as described in the explanatory notes. Shares sold were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where the reporting person serves as Investment Trustee and Co-Administrative Trustee. The Form 4 is signed by a power of attorney.

Positive

• Transactions executed under a Rule 10b5-1 trading plan adopted 12/13/2024, as indicated on the Form 4
• Detailed explanatory notes provide VWAP ranges per tranche and state willingness to provide per-trade details on request
• Ownership and trustee roles disclosed (Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III)

Negative

• Substantial insider dispositions totaling 921,926 shares were reported on 09/12/2025
• Sales spanned price bands roughly from $349.27 to $360.47 across multiple tranches, representing material insider liquidity

Insights

Securities Analyst

TL;DR: Large, preplanned insider dispositions totaling 921,926 shares were disclosed; transactions executed across multiple price bands on 09/12/2025.

The filings show that the CEO, who is also a director and >10% owner, executed substantial sales under a Rule 10b5-1 plan adopted 12/13/2024. The disclosure lists tranche-specific VWAP ranges for each reported sale series, demonstrating staged execution rather than a single block trade. Reporting under Form 4 and the explanatory notes provide granular price bands and the indirect ownership vehicles involved, which aids transparency for market participants assessing insider liquidity events.

Corporate Governance Expert

TL;DR: The transactions were conducted pursuant to a documented 10b5-1 plan and disclosed promptly, reducing concerns about opportunistic trading timing.

The Form 4 explicitly checks the box indicating the trades were made pursuant to a Rule 10b5-1(c) plan adopted on 12/13/2024, and provides volume-weighted average sale prices with ranges for each tranche. The reporting person’s roles (CEO, director, >10% owner) and trustee capacities over two named trusts are disclosed. The filing is signed by power of attorney, and the explanatory notes state willingness to provide per-trade details to regulators or holders upon request, which supports governance transparency.

09/15/2025 - 05:48 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).

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)
09/12/2025

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	09/12/2025		S		177(1)	D	$349.47(2)	446,263	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		176(1)	D	$349.86(4)	546,264	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/12/2025		S		225(1)	D	$350.89(6)	446,038	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		225(1)	D	$350.89(6)	546,039	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/12/2025		S		260(1)	D	$351.73(7)	445,778	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		261(1)	D	$352.05(8)	545,778	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/12/2025		S		158(1)	D	$353.48(9)	445,620	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		158(1)	D	$353.48(9)	545,620	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/12/2025		S		123(1)	D	$354.49(10)	445,497	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		123(1)	D	$354.49(10)	545,497	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/12/2025		S		719(1)	D	$355.23(11)	444,778	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		718(1)	D	$355.78(12)	544,779	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/12/2025		S		592(1)	D	$356.52(13)	444,186	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		592(1)	D	$356.52(13)	544,187	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/12/2025		S		242(1)	D	$357.26(14)	443,944	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		243(1)	D	$357.62(15)	543,944	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/12/2025		S		131(1)	D	$359.15(16)	443,813	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		131(1)	D	$359.15(16)	543,813	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/12/2025		S		403(1)	D	$359.83(17)	443,410	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	09/12/2025		S		403(1)	D	$359.83(17)	543,410	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. This transaction was executed in multiple trades at prices ranging from $349.27 to $349.54 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 $349.54 to $349.96 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.

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 $350.40 to $351.40 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.

7. This transaction was executed in multiple trades at prices ranging from $351.41 to $352.01 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 $352.01 to $352.17 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.

9. This transaction was executed in multiple trades at prices ranging from $352.80 to $353.77, 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 $353.92 to $354.86, 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 $355.00 to $355.50, 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 $355.50 to $356.00, 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.

13. This transaction was executed in multiple trades at prices ranging from $356.01 to $357.00, 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.

14. This transaction was executed in multiple trades at prices ranging from $357.06 to $357.46, 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 $357.46 to $358.00, 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.

16. This transaction was executed in multiple trades at prices ranging from $358.49 to $359.46, 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 $359.51 to $360.47, 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	09/15/2025
	** 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 insider transactions did Carvana (CVNA) disclose on 09/12/2025?

The Form 4 reports that Ernest C. Garcia III sold a total of 921,926 shares of Class A common stock on 09/12/2025 under a Rule 10b5-1 plan.

Were the sales by Ernest C. Garcia III preplanned under a trading plan?

Yes. The Form 4 indicates the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024.

At what prices were the shares sold?

Explanatory notes show tranche-level VWAP ranges with trades executed in multiple price bands roughly from $349.27 to $360.47; each tranche reports a volume-weighted average sale price in its note.

Through which entities were the shares held?

The sold shares were held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where the reporting person serves as Investment Trustee and Co-Administrative Trustee.

Who signed the Form 4 filing?

The Form 4 is signed by Paul Breaux, by Power of Attorney for Ernest C. Garcia, III with a signature date of 09/15/2025.