CVNA Insider Sale: CEO Disposes 923,155 Shares via 10b5‑1 Trading Plan

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO, director and 10% owner of Carvana Co. (CVNA), reported multiple open‑market sales of Class A common stock on 08/22/2025 executed under a Rule 10b5‑1 trading plan adopted December 13, 2024. The filings list a series of discrete trades at varying prices producing a total of 923,155 shares sold on that date with volume‑weighted average prices reported for grouped trades.

The shares sold were held indirectly through two trusts for which Mr. Garcia serves as Investment Trustee. The Form 4 shows the transactions were routine sales pursuant to the pre‑existing 10b5‑1 plan and provides aggregated quantities and VWAPs for multiple trade groups; no derivative transactions or other amendments are reported.

Positive

• Sales executed under a Rule 10b5‑1 trading plan, indicating pre‑planned and compliant insider disposition
• Detailed VWAP ranges disclosed for grouped trades, with offer to provide per‑trade details on request, supporting transparency

Negative

• Large aggregate disposition of 923,155 shares by the CEO and 10% owner, which could increase selling pressure or change free float
• All sales were dispositions; no offsetting purchases or derivative hedges are reported in this Form 4

Insights

Securities Analyst

TL;DR: Insider executed large, pre‑planned sales of CVNA stock under a 10b5‑1 plan; amounts disclosed and VWAP ranges provided.

The Form 4 documents substantial dispositions totaling 923,155 shares by the CEO and 10% owner on 08/22/2025. Sales were effected under a 10b5‑1 plan adopted December 13, 2024, and are presented as multiple blocks with volume‑weighted average prices. From a market perspective, 10b5‑1 sales reduce ambiguity about intent but increase circulating float and may pressure near‑term liquidity depending on market demand. The filing includes clear disclosures about indirect ownership via two trusts and offers to provide per‑trade details upon request, supporting compliance and transparency.

Corporate Governance Expert

TL;DR: Transaction appears procedurally compliant under Rule 10b5‑1; significant aggregate sale size is governance‑relevant but pre‑scheduled.

The report indicates the reporting person is Investment Trustee for two trusts and completed numerous sales pursuant to a documented 10b5‑1 plan. This structure aligns with standard insider trading compliance practices and reduces concerns about opportunistic timing. However, the aggregate sale of 923,155 shares by a controlled insider and 10% owner is material information for stakeholders and should be evaluated relative to total outstanding shares and ownership stakes, which are not provided in this filing.

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)
08/22/2025

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	08/22/2025		S		150(1)	D	$339.06(2)	516,290	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		150(1)	D	$339.06(2)	616,290	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		250(1)	D	$340.04(5)	516,040	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		250(1)	D	$340.04(5)	616,040	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		300(1)	D	$341.27(6)	515,740	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		300(1)	D	$341.27(6)	615,740	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		100(1)	D	$346.48(7)	515,640	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		100(1)	D	$346.48(7)	615,640	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		50(1)	D	$348.14	515,590	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		50(1)	D	$348.14	615,590	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		50(1)	D	$351.17	515,540	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		50(1)	D	$351.17	615,540	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		404(1)	D	$352.97(8)	515,136	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		404(1)	D	$352.97(8)	615,136	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		511(1)	D	$353.51(9)	514,625	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		510(1)	D	$354.11(10)	614,626	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		851(1)	D	$354.73(11)	513,774	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		852(1)	D	$355.21(12)	613,774	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		840(1)	D	$355.75(13)	512,934	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		839(1)	D	$356.26(14)	612,935	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		545(1)	D	$356.86(15)	512,389	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		544(1)	D	$357.14(16)	612,391	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		200(1)	D	$358.19(17)	512,189	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		200(1)	D	$358.19(17)	612,191	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		400(1)	D	$359.47(18)	511,789	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		400(1)	D	$359.47(18)	611,791	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class A Common Stock	08/22/2025		S		249(1)	D	$360.36(19)	511,540	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock	08/22/2025		S		250(1)	D	$361.01(20)	611,541	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 $338.49 to $339.35 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 $339.68 to $340.53 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 $340.99 to $341.71 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 $345.99 to $346.96, 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.

8. This transaction was executed in multiple trades at prices ranging from $352.38 to $353.38, 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 $353.39 to $353.77 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.

10. This transaction was executed in multiple trades at prices ranging from $353.77 to $354.34 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 $354.49 to $355.05 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 $355.05 to $355.38, 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 $355.55 to $355.97 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 $355.97 to $356.54 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 $356.62 to $356.99 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 $356.99 to $357.45 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 $357.66 to $358.49 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.

18. This transaction was executed in multiple trades at prices ranging from $358.99 to $359.94 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 $360.17 to $360.79 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 $360.79 to $361.15 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	08/26/2025
	** 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

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

The Form 4 reports multiple open‑market sales of Class A common stock totaling 923,155 shares on 08/22/2025 executed under a Rule 10b5‑1 plan.

Were the sales by the CVNA insider pre‑planned?

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

How were the shares held by the reporting person?

Shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi‑Generational Trust III, for which he is Investment Trustee.

Does the Form 4 show any purchases or derivative transactions?

No. Table I lists only dispositions (sales) of Class A common stock and Table II shows no derivative transactions.

Are per‑trade prices available for the CVNA insider sales?

The filing provides volume‑weighted average prices for grouped trades and states the reporting person will provide per‑trade details to the SEC, issuer, or security holders upon request.