CVNA Insider Filing: Ernest C. Garcia III Disposes 921,926 Class A Shares

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO, director and >10% owner of Carvana Co. (CVNA), reported multiple stock sales on September 16, 2025 executed under a Rule 10b5-1 trading plan. The filings show aggregated disposals of 921,926 shares of Class A common stock across multiple trades with volume-weighted average prices reported in the $359.74 to $366.47 range and specific reported sale prices around $360.20 to $366.47. Shares are held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III. The Form 4 was signed by POA on September 17, 2025.

Positive

• Trades executed under a Rule 10b5-1 trading plan, indicating pre-established, compliance-oriented execution
• Detailed pricing ranges and VWAP disclosure provided, and the filing identifies trustee roles and trust holdings

Negative

• Large insider disposals totaling 921,926 Class A shares on 09/16/2025, which reduces the reporting person's beneficial holdings
• Sales executed at prices ranging roughly $359.74 to $366.47, reflecting substantial liquidity taken from trust-held positions

Insights

Securities Analyst

TL;DR: Significant insider disposals totaling 921,926 Class A shares executed under a 10b5-1 plan; procedural compliance is documented.

The Form 4 documents large-scale sales by the CEO and >10% owner executed pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024. The report provides volume-weighted average sale prices and price ranges for multiple tranches executed on September 16, 2025, and confirms indirect ownership through two trusts. From an investor-accounting perspective, the filing shows concrete liquidity events by a principal shareholder while also demonstrating disclosure and procedural adherence through a pre-established plan and POA signature.

Corporate Governance Expert

TL;DR: Insider sales are well-documented under an established 10b5-1 plan; filings identify trust structures and trustee roles.

The disclosure clearly identifies the reporting person’s roles as CEO, director and Co-Administrative/Investment Trustee of two trusts holding Class A shares. The Form 4 includes explicit explanations of the trusts, the trustee roles, and price ranges per tranche, indicating robust transparency on beneficial ownership and the mechanics of the trades. The signature by power of attorney is provided, meeting filing formalities.

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)
09/16/2025

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	09/16/2025		S		650(1)	D	$360.2(2)(3)	435,790	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/16/2025		S		650(1)	D	$360.2(2)(3)	535,790	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/16/2025		S		1,435(1)	D	$361.26(2)(6)	434,355	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/16/2025		S		1,435(1)	D	$361.26(2)(6)	534,355	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/16/2025		S		1,399(1)	D	$361.95(2)(7)	432,956	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/16/2025		S		1,398(1)	D	$362.52(2)(8)	532,957	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/16/2025		S		766(1)	D	$362.88(2)(9)	432,190	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/16/2025		S		767(1)	D	$363.11(2)(10)	532,190	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/16/2025		S		514(1)	D	$364.33(2)(11)	431,676	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/16/2025		S		513(1)	D	$364.8(2)(12)	531,677	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/16/2025		S		186(1)	D	$365.3(2)(13)	431,490	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/16/2025		S		187(1)	D	$365.78(2)(14)	531,490	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/16/2025		S		50(1)	D	$366.47	431,440	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/16/2025		S		50(1)	D	$366.47	531,440	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock								921,926	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 $359.74 to $360.55 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 $360.75 to $361.74, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $361.78 to $362.21, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $362.21 to $362.77, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $362.80 to $363.00, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $363.00 to $363.40, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $364.00 to $364.63, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $364.63 to $364.99, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $365.00 to $365.67, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $365.67 to $365.87, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/17/2025
	** 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.
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FAQ

What did the Form 4 filed for CVNA disclose?

The Form 4 discloses that Ernest C. Garcia III sold 921,926 Class A shares on September 16, 2025 under a Rule 10b5-1 plan, with VWAP and price ranges reported.

Were the sales made under a predetermined plan for CVNA insider transactions?

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

How were the shares held for these CVNA sales?

Shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, with the reporting person serving as Investment Trustee and Co-Administrative Trustee.

What price range did the CVNA trades occur at?

The transaction notes report trades executed in multiple tranches with prices ranging approximately from $359.74 to $366.47, and specific grouped ranges detailed in the filing.

Who signed the Form 4 for these CVNA transactions?

The Form 4 was signed by Paul Breaux, by Power of Attorney for Ernest C. Garcia III on September 17, 2025.