CVNA Form 4: Ernest Garcia III Disposes 923,155 Class A Shares Under 10b5-1 Plan

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

The Form 4 reports dispositions totaling 923,155 Class A shares on 08/08/2025 .

Q: Were the sales by CVNA's CEO part of a trading plan?

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

Q: Did the Form 4 report any derivative transactions for CVNA insider?

No. Table II contains no derivative transactions in this filing.

Q: Who holds the shares sold by Ernest C. Garcia III?

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

Q: When was the Form 4 filed and signed?

The filing shows the signature executed by Paul Breaux by Power of Attorney for Ernest C. Garcia III dated 08/11/2025 .

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, who is listed as Carvana Co.'s Chief Executive Officer, director and a 10% owner, reported dispositions of Class A common stock executed on 08/08/2025. The Form 4 shows a total of 923,155 shares sold under a Rule 10b5-1 trading plan adopted on December 13, 2024. The filed notes disclose volume-weighted average sale prices across multiple trades with price ranges from $341.70 up to $357.23 for the groups of trades reported.

The report lists those shares as held indirectly through two trusts for which Mr. Garcia serves as Investment Trustee and Co-Administrative Trustee, with the reported trust holdings shown in the filing in the roughly 561,000–666,000 share range following the reported transactions. No derivative transactions are reported in Table II. The Form is signed by a power of attorney on behalf of the reporting person.

Positive

Sales executed under a Rule 10b5-1 trading plan, indicating pre-established instructions and reduced ad hoc trading concerns
Detailed disclosure of VWAP ranges and an undertaking to provide trade-level details to the SEC or security holders
No derivative transactions reported in Table II, simplifying the ownership and sales picture

Negative

Large aggregate sale of 923,155 Class A shares by the CEO/director/10% owner, which may be perceived negatively by investors
Significant shares held indirectly through trusts were reduced to levels shown in the filing (approximately 561,000–666,000), potentially altering insider ownership stakes

Insights

TL;DR: CEO sold 923,155 Class A shares via a pre-established 10b5-1 plan; trades occurred across $341.70–$357.23.

The filing documents a large, pre-planned disposal: 923,155 shares sold on 08/08/2025 under a Rule 10b5-1 plan adopted 12/13/2024. The disclosure includes volume-weighted average prices and explicit price ranges for trade groups, which supports transparency on execution. From a financial perspective, absolute sale size is material in nominal terms and should be evaluated against total outstanding shares and insider holdings, which are reported here as indirect trust holdings in the mid-six-hundred-thousand share range. The absence of derivative activity simplifies the ownership picture.

TL;DR: Insider sales were executed under a documented 10b5-1 plan; disclosure appears complete and signed by POA.

Governance-wise, the report makes clear the trades were effected pursuant to a 10b5-1 plan, reducing questions about opportunistic timing. The filing identifies Mr. Garcia as trustee for two trusts and provides willingness to furnish trade-level details to regulators or holders, which is good disclosure practice. Signature by a power of attorney is noted. While large insider sales can raise stakeholder questions, the filing itself follows regulatory disclosure requirements and supplies explanatory price ranges.

08/11/2025 - 05:15 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)
08/08/2025

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	08/08/2025		S		385⁽¹⁾	D	$342.28⁽²⁾	566,055	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		384⁽¹⁾	D	$342.6⁽⁴⁾	666,056	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		176⁽¹⁾	D	$342.85⁽⁶⁾	565,879	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		177⁽¹⁾	D	$343.48⁽⁷⁾	665,879	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		552⁽¹⁾	D	$344.44⁽⁸⁾	565,327	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		552⁽¹⁾	D	$344.44⁽⁸⁾	665,327	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		1,253⁽¹⁾	D	$345.36⁽⁹⁾	564,074	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		1,253⁽¹⁾	D	$345.36⁽⁹⁾	664,074	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		950⁽¹⁾	D	$346.36⁽¹⁰⁾	563,124	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		950⁽¹⁾	D	$346.36⁽¹⁰⁾	663,124	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		527⁽¹⁾	D	$347.41⁽¹¹⁾	562,597	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		527⁽¹⁾	D	$347.41⁽¹¹⁾	662,597	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		286⁽¹⁾	D	$348.26⁽¹²⁾	562,311	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		286⁽¹⁾	D	$348.26⁽¹²⁾	662,311	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		153⁽¹⁾	D	$349.13⁽¹³⁾	562,158	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		152⁽¹⁾	D	$349.71⁽¹⁴⁾	662,159	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		208⁽¹⁾	D	$350.28⁽¹⁵⁾	561,950	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		208⁽¹⁾	D	$350.28⁽¹⁵⁾	661,951	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		246⁽¹⁾	D	$351.62⁽¹⁶⁾	561,704	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		246⁽¹⁾	D	$351.62⁽¹⁶⁾	661,705	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		195⁽¹⁾	D	$352.59⁽¹⁷⁾	561,509	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		196⁽¹⁾	D	$352.8⁽¹⁸⁾	661,509	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		17⁽¹⁾	D	$354.11	561,492	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		16⁽¹⁾	D	$354.11	661,493	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	08/08/2025		S		52⁽¹⁾	D	$357.23	561,440	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/08/2025		S		53⁽¹⁾	D	$357.23	661,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
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)
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 $341.70 to $342.51 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. This transaction was executed in multiple trades at prices ranging from $342.51 to $342.70 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.

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 $342.73 to $342.90 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.

7. This transaction was executed in multiple trades at prices ranging from $342.90 to $343.70 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 $343.89 to $344.89, 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 $344.90 to $345.90 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.

10. This transaction was executed in multiple trades at prices ranging from $345.91 to $346.90 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.

11. This transaction was executed in multiple trades at prices ranging from $346.93 to $347.93, 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 $347.95 to $348.68 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 $349.01 to $349.44 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 $349.44 to $349.92 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 $350.06 to $351.03 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. This transaction was executed in multiple trades at prices ranging from $351.17 to $351.96 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.

17. This transaction was executed in multiple trades at prices ranging from $352.44 to $352.80 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.

18. This transaction was executed in multiple trades at prices ranging from $352.80 to $352.82 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	08/11/2025
	** 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 Ernest C. Garcia III sell?

The Form 4 reports dispositions totaling 923,155 Class A shares on 08/08/2025.

Were the sales by CVNA's CEO part of a trading plan?

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

At what prices were the CVNA shares sold?

The filing discloses volume-weighted average prices and price ranges across trade groups, with reported ranges from $341.70 up to $357.23.

Did the Form 4 report any derivative transactions for CVNA insider?

No. Table II contains no derivative transactions in this filing.

Who holds the shares sold by Ernest C. Garcia III?

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

When was the Form 4 filed and signed?

The filing shows the signature executed by Paul Breaux by Power of Attorney for Ernest C. Garcia III dated 08/11/2025.

CVNA Form 4: Ernest Garcia III Disposes 923,155 Class A Shares Under 10b5-1 Plan