[Form 4] Carvana Co. Insider Trading Activity

Q: How many Carvana (CVNA) shares did CEO Ernest Garcia III sell?

A total of 10,000 Class A shares were sold on 1 Aug 2025 via two family trusts.

Q: At what price were the CVNA shares sold?

Volume-weighted average prices ranged from $365.28 to $381.36 per share.

Q: Was the insider selling part of a 10b5-1 plan?

Yes. The filing states the trades were executed under a Rule 10b5-1 plan adopted on 13 Dec 2024 .

Q: What is the CEO’s remaining ownership after the sale?

Garcia retains 586,440 and 686,440 shares in two trusts plus 923,155 shares held directly .

Q: Were any shares withheld for taxes?

Yes, 1,229 shares were withheld to cover taxes on RSU vesting.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Carvana Co. (CVNA) – Form 4 insider activity

CEO/10 % owner Ernest C. Garcia III disclosed multiple open-market sales on 1 Aug 2025 via two family trusts operating under a Rule 10b5-1 plan. Each trust sold 5,000 Class A shares (total 10,000) at VWAP prices ranging from $365.28–$381.36, raising about $3.7 million per trust. After the trades, the trusts still hold 586,440 and 686,440 shares, respectively. In addition, 1,229 shares were withheld for taxes upon RSU vesting, leaving 923,155 shares held directly.

The divestiture equates to <1 % of Garcia’s total beneficial ownership, leaving his controlling economic interest essentially intact. While insider selling can be perceived negatively, the modest scale and pre-arranged 10b5-1 structure temper any adverse signal.

Positive

Sales executed under a pre-arranged Rule 10b5-1 plan, reducing potential information-asymmetry concerns and indicating advance compliance planning.
Divestiture is immaterial (<1 % of total holdings), leaving CEO’s economic stake and alignment with shareholders largely unchanged.

Negative

Insider selling by the CEO can still be interpreted as a cautious signal, even if small.
Proceeds of roughly $7.4 million may attract headline attention and short-term sentiment pressure.

Insights

TL;DR: Small, pre-planned CEO sales; minimal ownership impact—neutral signal.

The combined 10,000-share sale represents well under 1 % of Garcia’s stake and was executed under a disclosed 10b5-1 plan, suggesting liquidity management rather than a valuation call. Remaining direct and indirect holdings exceed 2.2 million shares, preserving strong alignment. Because no operational or guidance data accompany the filing, I view market impact as limited and primarily sentiment-driven.

TL;DR: Governance risk low—sale consistent with policy, transparency adequate.

Use of a formal 10b5-1 plan and granular price disclosures satisfy best-practice transparency. The tax-withholding item clarifies RSU mechanics. No red flags such as large-scale liquidation or option exercise acceleration appear. Ongoing high ownership sustains incentive alignment; therefore, governance impact is neutral.

Insider Trade Summary

Net Seller: 10,000 shares ($3,706,647)

Net Sell 29 txns

Insider GARCIA ERNEST C. III

Role Chief Executive Officer

Sold 10,000 shs ($3.71M)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	406	$365.28	$148K
Sale	Class A Common Stock	406	$365.28	$148K
Sale	Class A Common Stock	494	$366.84	$181K
Sale	Class A Common Stock	494	$366.84	$181K
Sale	Class A Common Stock	700	$367.96	$258K
Sale	Class A Common Stock	700	$367.96	$258K
Sale	Class A Common Stock	300	$368.62	$111K
Sale	Class A Common Stock	300	$368.62	$111K
Sale	Class A Common Stock	800	$369.81	$296K
Sale	Class A Common Stock	800	$369.81	$296K
Sale	Class A Common Stock	500	$370.97	$185K
Sale	Class A Common Stock	500	$370.97	$185K
Sale	Class A Common Stock	300	$372.16	$112K
Sale	Class A Common Stock	300	$372.16	$112K
Sale	Class A Common Stock	550	$373.11	$205K
Sale	Class A Common Stock	550	$373.11	$205K
Sale	Class A Common Stock	300	$374.55	$112K
Sale	Class A Common Stock	300	$374.55	$112K
Sale	Class A Common Stock	300	$375.79	$113K
Sale	Class A Common Stock	300	$375.79	$113K
Sale	Class A Common Stock	150	$377.03	$57K
Sale	Class A Common Stock	150	$377.03	$57K
Sale	Class A Common Stock	100	$377.94	$38K
Sale	Class A Common Stock	100	$377.94	$38K
Sale	Class A Common Stock	50	$378.66	$19K
Sale	Class A Common Stock	50	$378.66	$19K
Sale	Class A Common Stock	50	$381.36	$19K
Sale	Class A Common Stock	50	$381.36	$19K
Tax Withholding	Class A Common Stock	1,229	$367.78	$452K

Holdings After Transaction: Class A Common Stock — 591,034 shares (Indirect, Ernest Irrevocable 2004 Trust III); Class A Common Stock — 923,155 shares (Direct)

Footnotes (1)

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 $365.02 to $365.54 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. 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 $366.32 to $367.27 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 $367.42 to $368.40, 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. This transaction was executed in multiple trades at prices ranging from $368.43 to $368.90 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. This transaction was executed in multiple trades at prices ranging from $369.49 to $370.49 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 $370.53 to $371.41, 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 $371.63 to $372.63 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. This transaction was executed in multiple trades at prices ranging from $372.67 to $373.59 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. This transaction was executed in multiple trades at prices ranging from $374.06 to $374.85 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 $375.29 to $376.17 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. This transaction was executed in multiple trades at prices ranging from $376.57 to $377.47 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. This transaction was executed in multiple trades at prices ranging from $377.58 to $378.30 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. 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.

Form 4 Insider Transactions: What Each Field Means →

08/05/2025 - 05:10 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).

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

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)
08/01/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/01/2025		S		406⁽¹⁾	D	$365.28⁽²⁾	591,034	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		406⁽¹⁾	D	$365.28⁽²⁾	691,034	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		494⁽¹⁾	D	$366.84⁽⁵⁾	590,540	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		494⁽¹⁾	D	$366.84⁽⁵⁾	690,540	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		700⁽¹⁾	D	$367.96⁽⁶⁾	589,840	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		700⁽¹⁾	D	$367.96⁽⁶⁾	689,840	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		300⁽¹⁾	D	$368.62⁽⁷⁾	589,540	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		300⁽¹⁾	D	$368.62⁽⁷⁾	689,540	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		800⁽¹⁾	D	$369.81⁽⁸⁾	588,740	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		800⁽¹⁾	D	$369.81⁽⁸⁾	688,740	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		500⁽¹⁾	D	$370.97⁽⁹⁾	588,240	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		500⁽¹⁾	D	$370.97⁽⁹⁾	688,240	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		300⁽¹⁾	D	$372.16⁽¹⁰⁾	587,940	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		300⁽¹⁾	D	$372.16⁽¹⁰⁾	687,940	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		550⁽¹⁾	D	$373.11⁽¹¹⁾	587,390	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		550⁽¹⁾	D	$373.11⁽¹¹⁾	687,390	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		300⁽¹⁾	D	$374.55⁽¹²⁾	587,090	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		300⁽¹⁾	D	$374.55⁽¹²⁾	687,090	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		300⁽¹⁾	D	$375.79⁽¹³⁾	586,790	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		300⁽¹⁾	D	$375.79⁽¹³⁾	686,790	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		150⁽¹⁾	D	$377.03⁽¹⁴⁾	586,640	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		150⁽¹⁾	D	$377.03⁽¹⁴⁾	686,640	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		100⁽¹⁾	D	$377.94⁽¹⁵⁾	586,540	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		100⁽¹⁾	D	$377.94⁽¹⁵⁾	686,540	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		50⁽¹⁾	D	$378.66	586,490	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		50⁽¹⁾	D	$378.66	686,490	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		S		50⁽¹⁾	D	$381.36	586,440	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/01/2025		S		50⁽¹⁾	D	$381.36	686,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/01/2025		F		1,229⁽¹⁶⁾	D	$367.78	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $365.02 to $365.54 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. 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 $366.32 to $367.27 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 $367.42 to $368.40, 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 $368.43 to $368.90 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.

8. This transaction was executed in multiple trades at prices ranging from $369.49 to $370.49 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 $370.53 to $371.41, 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 $371.63 to $372.63 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.

11. This transaction was executed in multiple trades at prices ranging from $372.67 to $373.59 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.

12. This transaction was executed in multiple trades at prices ranging from $374.06 to $374.85 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 $375.29 to $376.17 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.

14. This transaction was executed in multiple trades at prices ranging from $376.57 to $377.47 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.

15. This transaction was executed in multiple trades at prices ranging from $377.58 to $378.30 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. 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	08/05/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

How many Carvana (CVNA) shares did CEO Ernest Garcia III sell?

A total of 10,000 Class A shares were sold on 1 Aug 2025 via two family trusts.

At what price were the CVNA shares sold?

Volume-weighted average prices ranged from $365.28 to $381.36 per share.

Was the insider selling part of a 10b5-1 plan?

Yes. The filing states the trades were executed under a Rule 10b5-1 plan adopted on 13 Dec 2024.

What is the CEO’s remaining ownership after the sale?

Garcia retains 586,440 and 686,440 shares in two trusts plus 923,155 shares held directly.

Were any shares withheld for taxes?

Yes, 1,229 shares were withheld to cover taxes on RSU vesting.