CVNA Form 4: Ernest C. Garcia III Sells Over 900K Shares via 10b5-1 Plan

Q: What did Ernest C. Garcia III report on Form 4 for CVNA?

The Form 4 reports that Ernest C. Garcia III sold 921,926 Class A shares on 09/25/2025 under a Rule 10b5-1 trading plan.

Q: Were the sales part of a preplanned trading arrangement?

Yes. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024 .

Q: Through what entities were the shares held?

Shares were held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III , where Mr. Garcia is Investment Trustee and Co-Administrative Trustee.

Q: Who signed the Form 4 filing?

The Form 4 was signed by Paul Breaux , by power of attorney for Ernest C. Garcia III, dated 09/29/2025 .

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO and director of Carvana Co. (CVNA), sold a total of 921,926 Class A shares on 09/25/2025 under a pre-established Rule 10b5-1 trading plan adopted December 13, 2024. The reported sales were executed in multiple trades at volume-weighted average prices between approximately $355.83 and $367.73, with specific VWAPs reported for grouped trades (example: $356.32, $357.65, $358.62, up to $367.54).

The shares sold are held indirectly through two trusts for which Mr. Garcia serves as Investment Trustee and Co-Administrative Trustee: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III. The Form 4 was signed by Paul Breaux by power of attorney on 09/29/2025.

Positive

None.

Negative

CEO and director executed large disposition: 921,926 Class A shares were sold on 09/25/2025.
Material insider selling disclosed: Sales span VWAPs between approximately $355.83 and $367.73, indicating substantial share reduction by a senior insider.

Insights

TL;DR: Large preplanned insider sales of 921,926 shares were executed under a Rule 10b5-1 plan, disclosed with VWAP ranges.

The filing documents significant dispositions by the CEO and director totaling 921,926 Class A shares on a single date, executed in multiple trades with VWAPs spanning roughly $355.83 to $367.73. The sales were made pursuant to a Rule 10b5-1 trading plan adopted December 13, 2024, and the filer offered to provide detailed per-trade quantities and prices on request. From a market-impact perspective, the disclosure is clear about the mechanism (10b5-1) and price ranges but confirms substantial share reduction by an insider on that date.

TL;DR: Insider sales executed via an established 10b5-1 plan lower speculation risk but represent a sizeable disposition by a senior insider.

The reporting person holds indirect interests through two trusts where he serves as Investment Trustee and Co-Administrative Trustee; the Form 4 clarifies the indirect ownership structure. The explicit use of a Rule 10b5-1 plan and the offer to provide per-trade detail address compliance transparency. However, the magnitude—over 900,000 shares sold—warrants attention from governance and investor-relations perspectives given the reporting person’s executive and director roles.

Insider Trade Summary

Net Seller: 2,600 shares ($939,347)

Net Sell 23 txns

Insider GARCIA ERNEST C. III

Role Chief Executive Officer

Sold 2,600 shs ($939K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	100	$356.32	$36K
Sale	Class A Common Stock	100	$356.32	$36K
Sale	Class A Common Stock	250	$357.65	$89K
Sale	Class A Common Stock	250	$357.65	$89K
Sale	Class A Common Stock	150	$358.62	$54K
Sale	Class A Common Stock	150	$358.62	$54K
Sale	Class A Common Stock	150	$359.77	$54K
Sale	Class A Common Stock	150	$359.77	$54K
Sale	Class A Common Stock	100	$360.80	$36K
Sale	Class A Common Stock	100	$360.80	$36K
Sale	Class A Common Stock	100	$362.37	$36K
Sale	Class A Common Stock	100	$362.37	$36K
Sale	Class A Common Stock	50	$363.53	$18K
Sale	Class A Common Stock	50	$363.53	$18K
Sale	Class A Common Stock	100	$364.54	$36K
Sale	Class A Common Stock	100	$364.54	$36K
Sale	Class A Common Stock	50	$365.17	$18K
Sale	Class A Common Stock	50	$365.17	$18K
Sale	Class A Common Stock	150	$366.07	$55K
Sale	Class A Common Stock	150	$366.07	$55K
Sale	Class A Common Stock	100	$367.54	$37K
Sale	Class A Common Stock	100	$367.54	$37K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 401,340 shares (Indirect, Ernest Irrevocable 2004 Trust III); Class A Common Stock — 921,926 shares (Direct)

Footnotes (1)

The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024. 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. This transaction was executed in multiple trades at prices ranging from $355.83 to $356.65, inclusive. 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. 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. This transaction was executed in multiple trades at prices ranging from $357.20 to $357.95, inclusive. This transaction was executed in multiple trades at prices ranging from $358.40 to $358.96, inclusive. This transaction was executed in multiple trades at prices ranging from $359.64 to $359.99, inclusive. This transaction was executed in multiple trades at prices ranging from $360.67 to $360.93, inclusive. This transaction was executed in multiple trades at prices ranging from $361.92 to $362.81, inclusive. This transaction was executed in multiple trades at prices ranging from $364.38 to $364.69, inclusive. This transaction was executed in multiple trades at prices ranging from $365.78 to $366.43, inclusive. This transaction was executed in multiple trades at prices ranging from $367.34 to $367.73, inclusive.

Form 4 Insider Transactions: What Each Field Means →

09/29/2025 - 05:37 PM

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

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)
09/25/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/25/2025		S		100⁽¹⁾	D	$356.32⁽²⁾⁽³⁾	401,340	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		100⁽¹⁾	D	$356.32⁽²⁾⁽³⁾	501,340	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		250⁽¹⁾	D	$357.65⁽²⁾⁽⁶⁾	401,090	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		250⁽¹⁾	D	$357.65⁽²⁾⁽⁶⁾	501,090	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		150⁽¹⁾	D	$358.62⁽²⁾⁽⁷⁾	400,940	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		150⁽¹⁾	D	$358.62⁽²⁾⁽⁷⁾	500,940	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		150⁽¹⁾	D	$359.77⁽²⁾⁽⁸⁾	400,790	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		150⁽¹⁾	D	$359.77⁽²⁾⁽⁸⁾	500,790	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		100⁽¹⁾	D	$360.8⁽²⁾⁽⁹⁾	400,690	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		100⁽¹⁾	D	$360.8⁽²⁾⁽⁹⁾	500,690	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		100⁽¹⁾	D	$362.37⁽²⁾⁽¹⁰⁾	400,590	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		100⁽¹⁾	D	$362.37⁽²⁾⁽¹⁰⁾	500,590	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		50⁽¹⁾	D	$363.53	400,540	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		50⁽¹⁾	D	$363.53	500,540	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		100⁽¹⁾	D	$364.54⁽²⁾⁽¹¹⁾	400,440	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		100⁽¹⁾	D	$364.54⁽²⁾⁽¹¹⁾	500,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		50⁽¹⁾	D	$365.17	400,390	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		50⁽¹⁾	D	$365.17	500,390	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		150⁽¹⁾	D	$366.07⁽²⁾⁽¹²⁾	400,240	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		150⁽¹⁾	D	$366.07⁽²⁾⁽¹²⁾	500,240	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		100⁽¹⁾	D	$367.54⁽²⁾⁽¹³⁾	400,140	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		100⁽¹⁾	D	$367.54⁽²⁾⁽¹³⁾	500,140	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 $355.83 to $356.65, 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 $357.20 to $357.95, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $358.40 to $358.96, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $359.64 to $359.99, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $360.67 to $360.93, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $361.92 to $362.81, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $364.38 to $364.69, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $365.78 to $366.43, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $367.34 to $367.73, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	09/29/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

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

The Form 4 reports that Ernest C. Garcia III sold 921,926 Class A shares on 09/25/2025 under a Rule 10b5-1 trading plan.

Were the sales part of a preplanned trading arrangement?

Yes. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024.

At what prices were the CVNA shares sold?

Sales were executed in multiple trades with reported VWAPs and ranges from about $355.83 to $367.73; grouped VWAPs include figures like $356.32, $357.65, $364.54, and $367.54.

Through what entities were the shares held?

Shares were held indirectly by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where Mr. Garcia is Investment Trustee and Co-Administrative Trustee.

Who signed the Form 4 filing?

The Form 4 was signed by Paul Breaux, by power of attorney for Ernest C. Garcia III, dated 09/29/2025.