STOCK TITAN

Carvana CEO Garcia sells 10,000 shares via trusts

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Carvana Co. Chief Executive Officer Ernest C. Garcia III reported the sale of 10,000 shares of Class A common stock on August 18, 2025, through indirect holdings in the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024. After these sales, Garcia’s reported holdings are 923,155 shares held directly and 531,440 and 631,440 shares held indirectly by the two trusts, with footnotes stating the prices reflect volume-weighted average sale prices from multiple trades.

Positive

  • None.

Negative

  • None.

Insights

TL;DR: CEO sold 923,155 Class A shares under an established 10b5-1 plan; transactions were disclosed and executed across multiple price bands.

The filing documents substantial insider disposals executed pursuant to a Rule 10b5-1 plan adopted on December 13, 2024, which provides an affirmative defense to insider trading allegations if properly implemented. The sales occurred on 08/18/2025 in numerous tranches with reported volume-weighted average prices for each tranche between approximately $352.27 and $363.31. The Reporting Person retains indirect ownership through two trusts, with post-transaction holdings reported in the filing. From a market-signaling perspective, the presence of a pre-existing 10b5-1 plan frames these as scheduled sales rather than opportunistic filings, but the size — 923,155 shares — is material in absolute terms and merits investor attention to outstanding insider ownership and potential share supply impacts.

TL;DR: Disclosure is procedurally complete and notes the use of a documented 10b5-1 plan; materiality depends on total outstanding shares.

The Form 4 includes the required explanations: the 10b5-1 plan adoption date, tranche price ranges, and identification of indirect holdings via specific trusts with trustee roles stated. The filing is signed by power of attorney and provides commitments to supply per-trade breakdowns upon request. This is a standard, compliant disclosure of insider transactions; governance practitioners will note proper reliance on a documented trading plan and clear reporting of indirect beneficial ownership.

Insider GARCIA ERNEST C. III
Role Chief Executive Officer
Sold 10,000 shs ($3.60M)
Type Security Shares Price Value
Sale Class A Common Stock 100 $352.69 $35K
Sale Class A Common Stock 100 $352.69 $35K
Sale Class A Common Stock 300 $354.41 $106K
Sale Class A Common Stock 300 $354.41 $106K
Sale Class A Common Stock 200 $355.62 $71K
Sale Class A Common Stock 200 $355.62 $71K
Sale Class A Common Stock 100 $356.07 $36K
Sale Class A Common Stock 100 $356.07 $36K
Sale Class A Common Stock 200 $357.35 $71K
Sale Class A Common Stock 200 $357.35 $71K
Sale Class A Common Stock 700 $359.07 $251K
Sale Class A Common Stock 700 $359.07 $251K
Sale Class A Common Stock 1,103 $359.85 $397K
Sale Class A Common Stock 1,102 $360.39 $397K
Sale Class A Common Stock 980 $361.11 $354K
Sale Class A Common Stock 980 $361.11 $354K
Sale Class A Common Stock 931 $362.08 $337K
Sale Class A Common Stock 931 $362.08 $337K
Sale Class A Common Stock 386 $362.83 $140K
Sale Class A Common Stock 387 $363.07 $141K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 531,440 shares (Indirect, Ernest Irrevocable 2004 Trust III); Class A Common Stock — 631,440 shares (Indirect, Ernest C. Garcia III Multi-Generational Trust III); Class A Common Stock — 923,155 shares (Direct)
Footnotes (15)
  1. F1. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024.
  2. F2. This transaction was executed in multiple trades at prices ranging from $352.27 to $353.10 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. F3. 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. F4. 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.
  5. F5. This transaction was executed in multiple trades at prices ranging from $353.91 to $354.90 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.
  6. F6. This transaction was executed in multiple trades at prices ranging from $354.99 to $355.98, 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.
  7. F7. This transaction was executed in multiple trades at prices ranging from $356.05 to $356.09 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.
  8. F8. This transaction was executed in multiple trades at prices ranging from $357.07 to $357.63 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.
  9. F9. This transaction was executed in multiple trades at prices ranging from $358.55 to $359.43, 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. F10. This transaction was executed in multiple trades at prices ranging from $359.60 to $360.18 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. F11. This transaction was executed in multiple trades at prices ranging from $360.18 to $360.57 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. F12. This transaction was executed in multiple trades at prices ranging from $360.61 to $361.59 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. F13. This transaction was executed in multiple trades at prices ranging from $361.70 to $362.67 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.
  14. F14. This transaction was executed in multiple trades at prices ranging from $362.77 to $362.95 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. F15. This transaction was executed in multiple trades at prices ranging from $362.95 to $363.31 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.
Shares sold 10,000 shares Aggregate non-derivative sales on August 18, 2025 by trusts
Lowest reported sale price $352.6900 per share One of the volume-weighted average prices on August 18, 2025
Highest reported sale price $363.0700 per share One of the volume-weighted average prices on August 18, 2025
Direct holdings after transaction 923,155 shares Class A common stock held directly following reported trades
Irrevocable Trust holdings after transaction 531,440 shares Class A common stock held by Ernest Irrevocable 2004 Trust III
Multi-Generational Trust holdings after transaction 631,440 shares Class A common stock held by Ernest C. Garcia III Multi-Generational Trust III
Rule 10b5-1 trading plan regulatory
"reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
volume weighted average sale price financial
"The price reported above reflects the volume weighted average sale price."
Investment Trustee financial
"The Reporting Person is the Investment Trustee and Co-Administrative Trustee"
Co-Administrative Trustee financial
"Investment Trustee and Co-Administrative Trustee of the Multi-Generational Trust."

FAQ

What insider activity did Carvana (CVNA) report for Ernest C. Garcia III?

Carvana reported that CEO Ernest C. Garcia III sold 10,000 shares of Class A common stock on August 18, 2025. All sales were through two family trusts and disclosed as part of a pre-established Rule 10b5-1 trading plan adopted on December 13, 2024.

How many Carvana (CVNA) shares does Ernest Garcia III hold after this Form 4?

Following the reported transactions, Garcia holds 923,155 shares of Class A common stock directly. Indirectly, he is reported as trustee for 531,440 shares in the Ernest Irrevocable 2004 Trust III and 631,440 shares in the Multi-Generational Trust III.

Were the Carvana (CVNA) share sales by Ernest Garcia III under a trading plan?

Yes. Footnotes state the reported sales were effected under a Rule 10b5-1 trading plan adopted by Ernest C. Garcia III on December 13, 2024. Such plans pre-arrange trades, reducing the informational value of short-term timing for outside investors.

What price levels were involved in the Carvana (CVNA) insider share sales?

The reported transactions list per-share sale prices between approximately $352.69 and $363.07. Footnotes explain that each reported price is a volume-weighted average sale price, based on multiple trades executed within specified intraday price ranges.

How were the Carvana (CVNA) shares held that Garcia III sold?

The 10,000 shares sold were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust IIIInvestment Trustee and Co-Administrative Trustee for both trusts.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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)
08/18/2025
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 08/18/2025 S 100(1) D $352.69(2) 536,340 I Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock 08/18/2025 S 100(1) D $352.69(2) 636,340 I Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock 08/18/2025 S 300(1) D $354.41(5) 536,040 I Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock 08/18/2025 S 300(1) D $354.41(5) 636,040 I Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock 08/18/2025 S 200(1) D $355.62(6) 535,840 I Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock 08/18/2025 S 200(1) D $355.62(6) 635,840 I Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock 08/18/2025 S 100(1) D $356.07(7) 535,740 I Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock 08/18/2025 S 100(1) D $356.07(7) 635,740 I Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock 08/18/2025 S 200(1) D $357.35(8) 535,540 I Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock 08/18/2025 S 200(1) D $357.35(8) 635,540 I Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock 08/18/2025 S 700(1) D $359.07(9) 534,840 I Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock 08/18/2025 S 700(1) D $359.07(9) 634,840 I Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock 08/18/2025 S 1,103(1) D $359.85(10) 533,737 I Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock 08/18/2025 S 1,102(1) D $360.39(11) 633,738 I Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock 08/18/2025 S 980(1) D $361.11(12) 532,757 I Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock 08/18/2025 S 980(1) D $361.11(12) 632,758 I Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock 08/18/2025 S 931(1) D $362.08(13) 531,826 I Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock 08/18/2025 S 931(1) D $362.08(13) 631,827 I Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock 08/18/2025 S 386(1) D $362.83(14) 531,440 I Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock 08/18/2025 S 387(1) D $363.07(15) 631,440 I Ernest C. Garcia III Multi-Generational Trust III(4)
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 $352.27 to $353.10 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. 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.
5. This transaction was executed in multiple trades at prices ranging from $353.91 to $354.90 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.
6. This transaction was executed in multiple trades at prices ranging from $354.99 to $355.98, 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.
7. This transaction was executed in multiple trades at prices ranging from $356.05 to $356.09 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.
8. This transaction was executed in multiple trades at prices ranging from $357.07 to $357.63 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.
9. This transaction was executed in multiple trades at prices ranging from $358.55 to $359.43, 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 $359.60 to $360.18 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 $360.18 to $360.57 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 $360.61 to $361.59 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 $361.70 to $362.67 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.
14. This transaction was executed in multiple trades at prices ranging from $362.77 to $362.95 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 $362.95 to $363.31 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 08/20/2025
** 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.

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