[Form 4] CARVANA CO. Insider Trading Activity

Rhea-AI Filing Summary

Ernest C. Garcia III, who serves as Carvana's CEO, director and a 10% owner, reported multiple sales of Class A common stock executed on 09/23/2025 under a Rule 10b5-1 trading plan adopted December 13, 2024. The transactions disposed of a total of 921,926 Class A shares in multiple trades with volume-weighted average sale prices reported at approximately $392.46 and $393.11, and individual trade price ranges noted between $391.80 and $393.68. The filings show the sold shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where Garcia is named Investment Trustee and Co-Administrative Trustee. The Form 4 was signed by Paul Breaux by power of attorney on 09/25/2025.

Insights

Corporate Governance Expert

TL;DR: Large, pre-planned insider sales were executed under a 10b5-1 plan, showing compliance but raising governance optics questions.

The filings document a substantial disposition of 921,926 Class A shares by Ernest C. Garcia III via trust holdings on 09/23/2025. The sales were effected under a Rule 10b5-1 plan adopted on December 13, 2024, which indicates the transactions were pre-authorized and intended to insulate the reporting person from accusations of trading on nonpublic information. From a governance perspective, timely disclosure and use of a 10b5-1 plan are positive for compliance and transparency. However, large sales by a CEO and 10% owner can attract stakeholder attention and may prompt questions about insider confidence even if they are pre-planned. The filing does not provide any explanation beyond the plan and trust relationships, so no inference about motives can be made from the document itself.

Securities Analyst

TL;DR: Material insider sell of nearly one million shares, executed across price ranges near $392–$393, disclosed as required.

The Form 4 reports multiple sales executed at VWAPs noted at $392.46 and $393.11 with individual trade prices spanning $391.80 to $393.68. Aggregate shares sold total 921,926, and the filing clarifies ownership was indirect through two trusts where Garcia serves as trustee. For market analysts, the key takeaways are the size of the disposition and that it followed a documented 10b5-1 plan adopted in December 2024. The disclosure includes an undertaking to provide detailed per-trade quantities and prices on request, which supports transparency. The document contains no information on remaining beneficial ownership percentage or total shares outstanding, so valuation or dilution effects cannot be assessed from this filing alone.

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).

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)
09/23/2025

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	09/23/2025		S		282(1)	D	$392.46(2)(3)	406,808	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/23/2025		S		282(1)	D	$392.46(2)(3)	506,809	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/23/2025		S		324(1)	D	$393.11(2)(6)	406,484	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/23/2025		S		324(1)	D	$393.11(2)(6)	506,485	I	Ernest C. Garcia III Multi-Generational Trust III(5)
Class A Common Stock	09/23/2025		S		44(1)	D	$393.48(2)(7)	406,440	I	Ernest Irrevocable 2004 Trust III(4)
Class A Common Stock	09/23/2025		S		45(1)	D	$393.54(2)(8)	506,440	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 $391.80 to $392.74, 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 $392.77 to $393.38, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $393.47 to $393.54, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $393.54 to $393.68, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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