Ernest C. Garcia III disposes 921,926 CVNA shares via 10b5-1 plan

Rhea-AI Filing Summary

Ernest C. Garcia III, filing for CARVANA CO. (CVNA), reported sales of 921,926 shares of Class A common stock on 09/24/2025. The sales were effected under a Rule 10b5-1 trading plan adopted December 13, 2024 and were executed from shares held indirectly in two trusts for which he serves as Investment Trustee and Co-Administrative Trustee: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III. Multiple tranches show volume-weighted average prices and individual trade price ranges; reported VWAPs include prices such as $369.30, $370.31, $371.66, $372.42, $373.61, $374.55, $375.57, $377.04, and $378.39, with detailed per-trade ranges provided in the filing. The Form 4 was signed by Paul Breaux by power of attorney on behalf of Mr. Garcia.

Positive

• Sales were executed under a Rule 10b5-1 trading plan, indicating preplanned transactions adopted on December 13, 2024
• Trust holdings and trustee roles are disclosed, clarifying the nature of indirect beneficial ownership in the Ernest Irrevocable 2004 Trust III and the Multi-Generational Trust III

Negative

• Large aggregate disposition of 921,926 Class A shares on a single date (09/24/2025), which materially reduces insider-held shares
• Multiple sale tranches across a range of prices may increase available shares in the market on that date

Insights

Corporate Governance Expert

TL;DR: Large insider sale executed under a pre-established 10b5-1 plan reduces insider stock position but follows an approved trading plan.

The reported disposition of 921,926 Class A shares by Ernest C. Garcia III is material in size and was executed under a 10b5-1 plan adopted on December 13, 2024, which indicates the sales were preplanned and not contemporaneous with nonpublic company developments. The shares sold were held indirectly in two trusts where Mr. Garcia is Investment Trustee and Co-Administrative Trustee, which preserves clarity on beneficial ownership. From a governance perspective, use of a documented 10b5-1 plan is a standard compliance mechanism that mitigates concerns about opportunistic insider sales; however, the magnitude of the sale is consequential for ownership metrics and should be monitored alongside other insider transactions.

Securities Analyst

TL;DR: Significant single-day sales at mid-$370s per share, executed across multiple trades, reduce insider holdings but reflect orderly liquidation under a plan.

The Form 4 shows dispositions across multiple price points with volume-weighted average prices reported and specific trade ranges disclosed. The total disposed amount of 921,926 shares on 09/24/2025 is sizable and may affect near-term float dynamics depending on overall share base, though the filing does not provide company-wide share count to quantify percentage impact. The filing limits inference to the sales themselves; no other transactions, option exercises, or derivative positions are reported.

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
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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)
09/24/2025

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	09/24/2025		S		50(1)	D	$369.3	406,390	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/24/2025		S		50(1)	D	$369.3	506,390	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/24/2025		S		50(1)	D	$370.31	406,340	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/24/2025		S		50(1)	D	$370.31	506,340	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/24/2025		S		1,038(1)	D	$371.66(4)(5)	405,302	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/24/2025		S		1,038(1)	D	$371.66(4)(5)	505,302	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/24/2025		S		1,331(1)	D	$372.42(4)(6)	403,971	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/24/2025		S		1,331(1)	D	$372.42(4)(6)	503,971	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/24/2025		S		871(1)	D	$373.61(4)(7)	403,100	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/24/2025		S		871(1)	D	$373.61(4)(7)	503,100	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/24/2025		S		320(1)	D	$374.55(4)(8)	402,780	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/24/2025		S		320(1)	D	$374.55(4)(8)	502,780	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/24/2025		S		440(1)	D	$375.57(4)(9)	402,340	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/24/2025		S		440(1)	D	$375.57(4)(9)	502,340	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/24/2025		S		525(1)	D	$377.04(4)(10)	401,815	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/24/2025		S		525(1)	D	$377.04(4)(10)	501,815	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock	09/24/2025		S		375(1)	D	$378.39(4)(11)	401,440	I	Ernest Irrevocable 2004 Trust III(2)
Class A Common Stock	09/24/2025		S		375(1)	D	$378.39(4)(11)	501,440	I	Ernest C. Garcia III Multi-Generational Trust III(3)
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. 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.

3. 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.

4. 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. This transaction was executed in multiple trades at prices ranging from $371.05 to $372.02, inclusive.

6. This transaction was executed in multiple trades at prices ranging from $372.07 to $373.02, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $373.06 to $373.97, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $374.11 to $374.80, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $375.13 to $376.10, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $376.52 to $377.51, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $377.99 to $378.96, 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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FAQ

What did the Form 4 for CVNA filed by Ernest C. Garcia III report?

The Form 4 reported the sale of 921,926 Class A shares on 09/24/2025 under a 10b5-1 trading plan adopted December 13, 2024.

Were the shares sold directly by Mr. Garcia or held in trusts (CVNA)?

The shares were held indirectly in the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III; Mr. Garcia is Investment Trustee and Co-Administrative Trustee.

What prices were reported for the CVNA trades on 09/24/2025?

The filing shows multiple volume-weighted average prices including $369.30, $370.31, $371.66, $372.42, $373.61, $374.55, $375.57, $377.04, and $378.39; detailed per-trade ranges are provided in the filing.

Was the Form 4 signed by the reporting person?

The Form 4 is signed by Paul Breaux by power of attorney for Ernest C. Garcia III on 09/25/2025.

Does the filing disclose any derivative transactions by Mr. Garcia?

No derivative transactions are disclosed in Table II; the Form 4 only reports non-derivative sales of Class A common stock.