CVNA Form 4: Ernest Garcia III Disposes 923,155 Class A Shares Under 10b5-1 Plan
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 385 | $342.28 | $132K |
| Sale | Class A Common Stock | 384 | $342.60 | $132K |
| Sale | Class A Common Stock | 176 | $342.85 | $60K |
| Sale | Class A Common Stock | 177 | $343.48 | $61K |
| Sale | Class A Common Stock | 552 | $344.44 | $190K |
| Sale | Class A Common Stock | 552 | $344.44 | $190K |
| Sale | Class A Common Stock | 1,253 | $345.36 | $433K |
| Sale | Class A Common Stock | 1,253 | $345.36 | $433K |
| Sale | Class A Common Stock | 950 | $346.36 | $329K |
| Sale | Class A Common Stock | 950 | $346.36 | $329K |
| Sale | Class A Common Stock | 527 | $347.41 | $183K |
| Sale | Class A Common Stock | 527 | $347.41 | $183K |
| Sale | Class A Common Stock | 286 | $348.26 | $100K |
| Sale | Class A Common Stock | 286 | $348.26 | $100K |
| Sale | Class A Common Stock | 153 | $349.13 | $53K |
| Sale | Class A Common Stock | 152 | $349.71 | $53K |
| Sale | Class A Common Stock | 208 | $350.28 | $73K |
| Sale | Class A Common Stock | 208 | $350.28 | $73K |
| Sale | Class A Common Stock | 246 | $351.62 | $86K |
| Sale | Class A Common Stock | 246 | $351.62 | $86K |
| Sale | Class A Common Stock | 195 | $352.59 | $69K |
| Sale | Class A Common Stock | 196 | $352.80 | $69K |
| Sale | Class A Common Stock | 17 | $354.11 | $6K |
| Sale | Class A Common Stock | 16 | $354.11 | $6K |
| Sale | Class A Common Stock | 52 | $357.23 | $19K |
| Sale | Class A Common Stock | 53 | $357.23 | $19K |
| holding | Class A Common Stock | -- | -- | -- |
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 $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. 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. 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. 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 $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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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. 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.