Carvana Insider Sales: CEO Disposes 921,926 CVNA Shares via 10b5-1 Plan

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

He reported multiple sales of Class A common stock on 09/25/2025 executed under a Rule 10b5-1 trading plan, totaling 921,926 shares.

Q: Were the sales executed under a pre-arranged 10b5-1 plan?

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

Q: What price information is disclosed in the Form 4?

Volume-weighted average prices (VWAPs) are reported for each transaction (range $368.65 to $377.84) and per-trade price ranges are provided in the explanations.

Q: How much beneficial ownership remained after the reported transactions?

Post-transaction holdings for the related trusts are shown in the filing, with individual trust totals reported between approximately 396,440 and 499,890 shares depending on the trust and trade sequence.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Ernest C. Garcia III, CEO and director of Carvana Co. (CVNA), reported multiple open-market sales of Class A common stock executed on 09/25/2025 under a Rule 10b5-1 trading plan adopted December 13, 2024. The Form 4 shows a series of discrete sales at volume-weighted average prices ranging from $368.65 to $377.84 per share, with per-trade price ranges disclosed in the explanations. Following the reported transactions, the filing lists beneficial ownership totals for the reporting person’s related trusts in the range of approximately 396,440 to 499,890 shares depending on the trust and trade sequence, and an aggregate reported disposition of 921,926 shares.

The filing was signed on behalf of Mr. Garcia by Paul Breaux under power of attorney on 09/29/2025 and states the reporter will provide, upon request, full information on shares sold at each price. All sales are identified as effected pursuant to the stated 10b5-1 plan.

Positive

Sales were executed under a documented Rule 10b5-1 trading plan, which provides preclearance and procedural transparency
Detailed disclosures include volume-weighted average prices and per-trade price ranges, and the reporter commits to provide trade-level details on request
Form 4 was timely signed and filed (signed by power of attorney), meeting Section 16 reporting requirements

Negative

Large aggregate dispositions reported: 921,926 shares sold on 09/25/2025, which may be material to investors depending on CVNA’s outstanding shares
Significant reduction in reported beneficial holdings by the related trusts, with post-transaction holdings described in the 396,440–499,890 share range across trusts

Insights

TL;DR: Multiple insider sales under a 10b5-1 plan increase share supply but were preplanned and disclosed.

The report documents sizable, systematic dispositions by the CEO across related trusts using a pre-established Rule 10b5-1 plan, which provides procedural protection against insider trading claims but does not eliminate investor interpretation risk. The filing includes volume-weighted average prices and per-trade price ranges, and the reporter commits to furnish granular trade-level details on request. From a governance perspective, timely and detailed disclosure aligns with Section 16 reporting expectations; however, the absolute size of the cumulative sales may prompt stakeholder questions about ownership dilution or personal liquidity planning.

TL;DR: The transactions are planned dispositions; materiality depends on CVNA’s total outstanding shares and market context.

The Form 4 shows sequential sales totaling 921,926 shares executed at VWAPs between $368.65 and $377.84 on a single trading date. The filing differentiates holdings by two trusts and shows post-transaction beneficial ownership figures for each trust. The explicit use of a 10b5-1 plan and disclosure of price ranges aids transparency. Without contemporaneous information on total float or insider ownership percentages in this filing, assessing the market impact or signaling is not possible from this document alone.

09/29/2025 - 05:39 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		250⁽¹⁾	D	$368.65⁽²⁾⁽³⁾	399,890	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		250⁽¹⁾	D	$368.65⁽²⁾⁽³⁾	499,890	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		250⁽¹⁾	D	$369.92⁽²⁾⁽⁶⁾	399,640	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		250⁽¹⁾	D	$369.92⁽²⁾⁽⁶⁾	499,640	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		362⁽¹⁾	D	$371.12⁽²⁾⁽⁷⁾	399,278	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		362⁽¹⁾	D	$371.12⁽²⁾⁽⁷⁾	499,278	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		350⁽¹⁾	D	$372.91⁽²⁾⁽⁸⁾	398,928	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		350⁽¹⁾	D	$372.91⁽²⁾⁽⁸⁾	498,928	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		850⁽¹⁾	D	$373.97⁽²⁾⁽⁹⁾	398,078	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		850⁽¹⁾	D	$373.97⁽²⁾⁽⁹⁾	498,078	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		588⁽¹⁾	D	$374.97⁽²⁾⁽¹⁰⁾	397,490	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		588⁽¹⁾	D	$374.97⁽²⁾⁽¹⁰⁾	497,490	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		500⁽¹⁾	D	$376.12⁽²⁾⁽¹¹⁾	396,990	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		500⁽¹⁾	D	$376.12⁽²⁾⁽¹¹⁾	496,990	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		500⁽¹⁾	D	$377.12⁽²⁾⁽¹²⁾	396,490	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		500⁽¹⁾	D	$377.12⁽²⁾⁽¹²⁾	496,490	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	09/25/2025		S		50⁽¹⁾	D	$377.84	396,440	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	09/25/2025		S		50⁽¹⁾	D	$377.84	496,440	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)
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 $368.37 to $368.85, 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 $369.64 to $370.49, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $370.73 to $371.44, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $372.49 to $373.23, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $373.62 to $374.57, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $374.65 to $375.53, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $375.72 to $376.64, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $376.74 to $377.67, 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?

He reported multiple sales of Class A common stock on 09/25/2025 executed under a Rule 10b5-1 trading plan, totaling 921,926 shares.

Were the sales executed under a pre-arranged 10b5-1 plan?

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

What price information is disclosed in the Form 4?

Volume-weighted average prices (VWAPs) are reported for each transaction (range $368.65 to $377.84) and per-trade price ranges are provided in the explanations.

How much beneficial ownership remained after the reported transactions?

Post-transaction holdings for the related trusts are shown in the filing, with individual trust totals reported between approximately 396,440 and 499,890 shares depending on the trust and trade sequence.

Who signed the Form 4?

Paul Breaux signed by power of attorney for Ernest C. Garcia III on 09/29/2025, as indicated in the filing.

Carvana Insider Sales: CEO Disposes 921,926 CVNA Shares via 10b5-1 Plan