Carvana CEO Ernest Garcia III disposes of 921,926 CVNA shares

Rhea-AI Filing Summary

Ernest C. Garcia III, Chief Executive Officer and director of Carvana Co. (CVNA), reported multiple sales of Class A common stock on 09/15/2025 under a pre-existing Rule 10b5-1 trading plan adopted December 13, 2024. The Form 4 shows aggregate dispositions totaling 921,926 shares of Class A common stock. Individual reported volume-weighted average sale prices range in the disclosure (examples shown include $361.97, $362.88, $364.12, and up to $369.17), with detailed per-trade price ranges provided for each reported block. The filing was signed by Paul Breaux by power of attorney on 09/17/2025, and the shares are held directly or indirectly through two trusts for which Garcia is trustee.

Insights

Financial Analyst

TL;DR: A sizable, pre-planned insider sale of 921,926 Class A shares was executed under a 10b5-1 plan; this is a material disposition but appears pre-arranged.

The transaction represents a material sale by a significant insider (CEO, director, and 10% owner). The filing explicitly states the trades were effected pursuant to a Rule 10b5-1 plan adopted on December 13, 2024, which reduces the appearance of opportunistic timing. The Form 4 reports the aggregate number of shares disposed (921,926) and provides volume-weighted average prices for specific blocks, offering transparency on execution prices. For investors, the key observable is the scale of the disposition relative to holdings rather than any forward-looking company information.

Corporate Governance Expert

TL;DR: Insider used a documented trading plan to execute substantial sales; documentation and PoA signature are provided in the filing.

The filing identifies the reporting persons roles and fiduciary connections to two trusts that hold the shares and discloses the 10b5-1 plan adoption date, which is central to governance assessment. The Form 4 includes granular execution price ranges and the signers power of attorney signature dated 09/17/2025, meeting typical disclosure expectations. This is a material, transparent insider sale rather than a governance breach based on the facts 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)
09/15/2025

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	09/15/2025		S		292(1)	D	$361.97(2)(3)	441,148	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/15/2025		S		292(1)	D	$361.97(2)(3)	541,148	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/15/2025		S		440(1)	D	$362.88(3)(6)	440,708	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/15/2025		S		439(1)	D	$363.39(3)(7)	540,709	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/15/2025		S		963(1)	D	$364.12(3)(8)	439,745	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/15/2025		S		963(1)	D	$364.12(3)(8)	539,746	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/15/2025		S		1,261(1)	D	$364.84(3)(9)	438,484	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/15/2025		S		1,262(1)	D	$365.26(3)(10)	538,484	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/15/2025		S		550(1)	D	$366.1(3)(11)	437,934	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/15/2025		S		550(1)	D	$366.1(3)(11)	537,934	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/15/2025		S		493(1)	D	$367.01(3)(12)	437,441	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/15/2025		S		492(1)	D	$367.63(3)(13)	537,442	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/15/2025		S		757(1)	D	$368.09(3)(14)	436,684	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/15/2025		S		758(1)	D	$368.44(3)(15)	536,684	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/15/2025		S		244(1)	D	$369.17(3)(16)	436,440	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/15/2025		S		244(1)	D	$369.17(3)(16)	536,440	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)
				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 $361.50 to $362.38 inclusive.

3. 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 $362.59 to $363.23, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $363.23 to $363.49, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $363.60 to $364.59, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $364.60 to $364.99, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $364.99 to $365.54, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $365.66 to $366.62, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $366.78 to $367.27, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $367.27 to $367.73, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $367.82 to $368.25, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $368.25 to $368.68, inclusive.

16. This transaction was executed in multiple trades at prices ranging from $368.85 to $369.44, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/17/2025
	** 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 CVNA insider Ernest C. Garcia III report on the Form 4?

The Form 4 reports multiple sales of Class A common stock totaling 921,926 shares executed on 09/15/2025.

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

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

What prices were the CVNA shares sold at?

The disclosure shows volume-weighted average prices for reported blocks (examples include $361.97, $362.88, $364.12, $369.17) and lists per-trade price ranges for each block.

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 09/17/2025.

Are the sold shares held directly by Garcia or through entities?

The filing shows shares are held directly or indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where Garcia serves as trustee.