CVNA Insider: Ernest C. Garcia III Disposes 923K Class A Shares Via 10b5-1

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO and 10% owner of Carvana Co. (CVNA), reported multiple open-market sales executed on 08/18/2025 under a Rule 10b5-1 trading plan adopted December 13, 2024. The filing discloses aggregate dispositions of 923,155 shares of Class A common stock executed in multiple trades with volume-weighted average prices reported for groups of trades ranging from approximately $352.27 to $363.31.

The shares are held indirectly through two trusts: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III. Following the reported sales, the filing shows holdings for the Irrevocable Trust in the range of 531,440 to 536,340 shares and for the Multi-Generational Trust in the range of 631,440 to 636,340 shares depending on the specific transactions reported.

Positive

• None.

Negative

• Large insider dispositions: Aggregate sales of 923,155 Class A shares on 08/18/2025 are disclosed.
• Potential reduction in insider-held shares: Post-transaction reported holdings for the Irrevocable Trust and Multi-Generational Trust fall into the ~531,440–536,340 and ~631,440–636,340 ranges respectively as listed in the filing.

Insights

Securities Analyst

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.

Corporate Governance Expert

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.

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.

FAQ

What did Carvana insider Ernest C. Garcia III sell on 08/18/2025?

The filing reports aggregate dispositions of 923,155 shares of Class A common stock executed on 08/18/2025.

Were the sales executed under a 10b5-1 plan for CVNA insider sales?

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

What price ranges were reported for the trades by the Carvana insider?

Reported tranche volume-weighted average prices span groups of trades with ranges from approximately $352.27 to $363.31.

How does Ernest C. Garcia III hold his Carvana shares?

The filing shows indirect holdings through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, with trustee roles disclosed.

Who signed the Form 4 for Ernest C. Garcia III?

The Form 4 is signed by Paul Breaux, by Power of Attorney for Ernest C. Garcia, III on 08/20/2025.