CVNA: CEO's 10b5-1 plan exits 920,696 Class A shares

Rhea-AI Filing Summary

Insider sales by Carvana executive Ernest C. Garcia III were reported on a Form 4 showing the disposition of 920,696 shares of Class A common stock on 10/03/2025. The filings state the sales were executed under a Rule 10b5-1 trading plan adopted on 12/13/2024 and that the reported prices reflect the volume-weighted average sale price.

The transactions were broken into multiple trades with execution prices ranging from $373.98 to $387.19 across several tranches; specific VWAP figures and narrower ranges are listed per tranche (example VWAP shown $374.64). The Form 4 is signed by power of attorney on 10/06/2025. The report lists the Reporting Person as a director, 10% owner and Chief Executive Officer and shows shares held indirectly via two trusts for which he is trustee.

Positive

• Sales were executed under a documented 10b5-1 trading plan adopted on 12/13/2024
• Detailed price disclosure provided (VWAP and specific trade price ranges) which improves transparency

Negative

• Large disposition of shares: 920,696 Class A shares sold on 10/03/2025, reducing beneficial ownership
• Concentration via trusts: substantial holdings remain held indirectly in two trusts where the Reporting Person is trustee

Insights

Equity Market Analyst

Large, preplanned insider sales reduce insider stake but follow an established trading plan.

The sale of 920,696 shares on 10/03/2025 was executed under a 10b5-1 trading plan adopted on 12/13/2024, which provides an affirmative defense against insider trading claims when conditions are met. The filing discloses VWAPs and per-tranche price ranges, showing orderly execution across multiple trades rather than a single block sale.

Key dependencies include continued adherence to the 10b5-1 plan documentation and the issuer's disclosure practices; any request for per-trade volumes can be fulfilled per the filing. Near-term items to watch include subsequent Form 4s that would show further reductions or restorations of beneficial ownership and any amendments that change the stated plan timing.

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)
10/03/2025

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	10/03/2025		S		200(1)	D	$374.64(2)(3)	371,240	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/03/2025		S		200(1)	D	$374.64(2)(3)	471,240	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	10/03/2025		S		512(1)	D	$375.66(2)(6)	370,728	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/03/2025		S		512(1)	D	$375.66(2)(6)	470,728	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	10/03/2025		S		850(1)	D	$376.59(2)(7)	369,878	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/03/2025		S		850(1)	D	$376.59(2)(7)	469,878	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	10/03/2025		S		388(1)	D	$377.6(2)(8)	369,490	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/03/2025		S		388(1)	D	$377.6(2)(8)	469,490	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	10/03/2025		S		200(1)	D	$378.9(2)(9)	369,290	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/03/2025		S		200(1)	D	$378.9(2)(9)	469,290	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	10/03/2025		S		150(1)	D	$379.75(2)(10)	369,140	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/03/2025		S		150(1)	D	$379.75(2)(10)	469,140	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	10/03/2025		S		50(1)	D	$381.02	369,090	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/03/2025		S		50(1)	D	$381.02	469,090	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	10/03/2025		S		100(1)	D	$382.98	368,990	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/03/2025		S		100(1)	D	$383.28	468,990	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	10/03/2025		S		400(1)	D	$384.61(2)(11)	368,590	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/03/2025		S		400(1)	D	$384.61(2)(11)	468,590	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	10/03/2025		S		600(1)	D	$385.73(2)(12)	367,990	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/03/2025		S		600(1)	D	$385.73(2)(12)	467,990	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	10/03/2025		S		500(1)	D	$386.63(2)(13)	367,490	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	10/03/2025		S		500(1)	D	$386.63(2)(13)	467,490	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock								920,696	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. 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. This transaction was executed in multiple trades at prices ranging from $373.98 to $374.90, inclusive.

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 $375.02 to $376.01 inclusive.

7. This transaction was executed in multiple trades at prices ranging from $376.25 to $377.14, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $377.29 to $378.02, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $378.46 to $379.40, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $379.49 to $380.23, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $384.20 to $385.18 inclusive.

12. This transaction was executed in multiple trades at prices ranging from $385.21 to $386.17, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $386.23 to $387.19 inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	10/06/2025
	** 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 (CVNA) insider Ernest C. Garcia III sell on 10/03/2025?

The Form 4 reports the sale of 920,696 shares of Class A common stock executed on 10/03/2025.

Were these sales part of a preplanned trading arrangement for CVNA?

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on 12/13/2024.

What prices were the CVNA shares sold at?

Trades were executed across multiple ranges with reported prices spanning approximately $373.98 to $387.19; a reported VWAP example is $374.64.

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 10/06/2025.

Does the filing state how the remaining shares are held?

Yes. The filing shows shares held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, for which the Reporting Person is Investment Trustee and Co-Administrative Trustee.