CVNA Founder Garcia Trims 0.3% of Holdings Under 10b5-1 Plan

Rhea-AI Filing Summary

On 08/04/2025, Carvana Co. (CVNA) CEO, director and 10 % owner Ernest C. Garcia III filed a Form 4 showing the sale of 7,254 Class A shares through two family trusts. The trades were executed under a Rule 10b5-1 plan adopted 13 Dec 2024 and were split into multiple lots at prices ranging from $353.08-$366.29 (volume-weighted averages reported).

After the transactions, the Ernest Irrevocable 2004 Trust III holds 583,069 shares and the Ernest C. Garcia III Multi-Generational Trust III holds 683,070 shares. Garcia also reports 923,155 shares held directly, bringing total reported beneficial ownership to roughly 2.19 million shares. The divestiture equals about 0.3 % of his disclosed stake, and no derivative securities were involved.

The filing appears to reflect routine liquidity management rather than a strategic shift; however, investors may still view ongoing insider selling by the founder-CEO with caution.

Positive

• Sales executed under a pre-arranged Rule 10b5-1 plan, reducing information-asymmetry concerns.
• Divestiture is only ~0.3 % of total reported holdings, leaving significant insider alignment with shareholders.

Negative

• Founder-CEO continues to sell shares, which can be perceived as a vote of lesser confidence.
• Ongoing insider supply may create modest overhang in CVNA’s float.

Insights

Securities Analyst

TL;DR: Small 10b5-1 sales (0.3 % stake) are largely immaterial; market impact minimal.

The aggregate 7,254-share sale equates to roughly $2.6 million and just 0.3 % of Garcia’s ownership. Execution under a pre-arranged plan limits informational signal, and remaining exposure above 2 million shares keeps incentives aligned. I view the activity as routine portfolio diversification with neutral valuation implications.

Corporate Governance Expert

TL;DR: Founder continues to trim stake; optics slightly negative despite 10b5-1 shield.

Although 10b5-1 plans reduce insider-trading concerns, repeated sales by a founder-CEO can erode investor confidence, especially amid volatile used-car market conditions. The modest size tempers risk, but continued selling could attract governance scrutiny. Overall, impact is marginally negative.

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)
08/04/2025

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	08/04/2025		S		236(1)	D	$353.48(2)	586,204	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		236(1)	D	$353.48(2)	686,204	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		204(1)	D	$354.34(5)	586,000	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		203(1)	D	$354.87(6)	686,001	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		304(1)	D	$355.54(7)	585,696	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		304(1)	D	$355.54(7)	685,697	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		169(1)	D	$356.25(8)	585,527	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		170(1)	D	$356.55(9)	685,527	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		161(1)	D	$357.73(10)	585,366	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		161(1)	D	$357.73(10)	685,366	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		125(1)	D	$359.32(11)	585,241	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		124(1)	D	$359.59(12)	685,242	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		78(1)	D	$360.13(13)	585,163	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		78(1)	D	$360.13(13)	685,164	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		513(1)	D	$361.63(14)	584,650	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		513(1)	D	$361.63(14)	684,651	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		187(1)	D	$362.3(15)	584,463	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		188(1)	D	$363.01(16)	684,463	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		517(1)	D	$363.68(17)	583,946	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		517(1)	D	$363.68(17)	683,946	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		877(1)	D	$364.54(18)	583,069	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		876(1)	D	$365.03(19)	683,070	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/04/2025		S		256(1)	D	$365.59(20)	582,813	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/04/2025		S		257(1)	D	$365.98(21)	682,813	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 $353.08 to $354.04 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.

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 $354.12 to $354.66 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 $354.66 to $355.09 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 $355.13 to $356.03, 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.

8. This transaction was executed in multiple trades at prices ranging from $356.19 to $356.32 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 $356.32 to $357.14 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 $357.20 to $357.96 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.

11. This transaction was executed in multiple trades at prices ranging from $358.84 to $359.47 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 $359.47 to $359.68, 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 $359.85 to $360.81 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 $361.19 to $362.09 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 $362.23 to $362.49 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 $362.49 to $363.22 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 $363.28 to $364.26 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.

18. This transaction was executed in multiple trades at prices ranging from $364.33 to $364.77 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.

19. This transaction was executed in multiple trades at prices ranging from $364.77 to $365.32 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.

20. This transaction was executed in multiple trades at prices ranging from $365.44 to $365.84 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.

21. This transaction was executed in multiple trades at prices ranging from $365.84 to $366.29 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	08/05/2025
	** 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

How many Carvana (CVNA) shares did CEO Ernest C. Garcia III sell on 08/04/2025?

He sold 7,254 Class A shares through two family trusts.

At what prices were the CVNA shares sold?

Volume-weighted average prices ranged from $353.48 to $365.98 across the individual lots.

Does Garcia still hold a significant stake in Carvana after the sale?

Yes. He retains roughly 2.19 million shares (direct + trust holdings) post-transaction.

Was the insider sale conducted under a 10b5-1 trading plan?

Yes, the plan was adopted on December 13, 2024.

Were any derivative securities involved in this Form 4 filing?

No. No options, warrants or other derivatives were reported in the filing.