Carvana CEO executes planned 10b5-1 sales across several VWAP ranges

Rhea-AI Filing Summary

Ernest C. Garcia III, who serves as Chief Executive Officer, a director and a >10% owner of Carvana Co. (CVNA), reported multiple sales of Class A common stock executed on 08/27/2025 under a Rule 10b5-1 trading plan adopted on December 13, 2024. The Form 4 lists repeated dispositions in multiple trades at volume-weighted average prices reported between $367.99 and $372.77 across different lots, with individual reported VWAPs of $368.61, $369.13, $369.56, $370.66, $371.53, $372.18, $372.55 and $373.60. The shares were held indirectly through two trusts: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where the reporting person serves as Investment Trustee and Co-Administrative Trustee. The Form 4 was signed by a Power of Attorney on behalf of the reporting person.

Positive

• Sales effected under a Rule 10b5-1 trading plan, increasing disclosure that transactions were prearranged
• Volume-weighted average prices disclosed for each executed block, providing execution transparency
• Indirect holdings through trusts are clearly identified, with the reporting person’s trustee roles stated

Negative

• Significant share dispositions by the CEO and >10% owner on the reported date, which may be viewed as material by investors
• Form does not aggregate total number of shares sold or total proceeds on the face of the filing

Insights

Corporate Governance Expert

TL;DR: CEO and >10% owner executed planned, multiple-share disposals under a documented 10b5-1 plan, conducted via trust holdings.

The disclosed sales were made pursuant to a Rule 10b5-1 trading plan, which indicates the dispositions were prearranged rather than opportunistic responses to inside information. The report shows the reporting person holds beneficial ownership indirectly through two trusts and acted via a Power of Attorney for filing. For governance reviewers, the key facts are the size and frequency of the disposals and the clear disclosure of VWAP ranges for each block, which aids transparency. No derivative transactions or acquisitions are reported on this Form 4.

Securities Analyst

TL;DR: Multiple block sales by a senior insider were executed at VWAPs between roughly $368 and $374, all on the same transaction date under a 10b5-1 plan.

From a market perspective, the filing documents consecutive sales across several price brackets with volume-weighted average prices for each block disclosed, improving traceability of execution. The holdings after the transactions are reported on a per-trust basis, showing continued indirect ownership. The filing does not disclose total proceeds aggregated on the form nor any purchases; it is limited to non-derivative dispositions reported on the stated date.

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)
08/27/2025

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	08/27/2025		S		450(1)	D	$368.61(2)	500,990	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/27/2025		S		450(1)	D	$368.61(2)	600,990	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/27/2025		S		799(1)	D	$369.13(5)	500,191	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/27/2025		S		798(1)	D	$369.56(6)	600,192	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/27/2025		S		1,995(1)	D	$370.66(7)	498,196	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/27/2025		S		1,995(1)	D	$370.66(7)	598,197	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/27/2025		S		1,004(1)	D	$371.53(8)	497,192	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/27/2025		S		1,004(1)	D	$371.53(8)	597,193	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/27/2025		S		702(1)	D	$372.18(9)	496,490	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/27/2025		S		703(1)	D	$372.55(10)	596,490	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/27/2025		S		50(1)	D	$373.6	496,440	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/27/2025		S		50(1)	D	$373.6	596,440	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 $367.99 to $368.87 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 $369.04 to $369.26 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 $369.26 to $370.04 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 $370.05 to $371.05 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 $371.08 to $372.08, 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 $372.11 to $372.31, 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.

10. This transaction was executed in multiple trades at prices ranging from $372.31 to $372.77, 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	08/28/2025
	** 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 this Form 4?

The filing reports multiple sales of Class A common stock executed on 08/27/2025 under a Rule 10b5-1 plan, with VWAPs reported across several blocks between $367.99 and $372.77.

Were the sales by Ernest C. Garcia III preplanned under a 10b5-1 plan?

Yes. The Form 4 states the reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024.

Through what entities did the reporting person hold the shares sold?

The shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where he is Investment Trustee and Co-Administrative Trustee.

Does the Form 4 show any derivative transactions or purchases?

No. Table I reports non-derivative dispositions (sales) only, and Table II shows no derivative transactions.

Who signed the Form 4 filing?

The Form 4 was signed by Paul Breaux, by Power of Attorney for Ernest C. Garcia, III as indicated on the form.