STOCK TITAN

Carvana CEO-linked trusts sell 7,400 shares

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Carvana Co. reports that trusts associated with CEO and 10% owner Ernest C. Garcia III sold 7,400 shares of Class A Common Stock on September 25, 2025, in open-market or private transactions at volume-weighted average prices including $368.65 and $377.84 per share under a Rule 10b5-1 trading plan adopted December 13, 2024.

After these sales, Garcia-related trusts hold 396,440 and 496,440 shares of Class A stock in the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, respectively, and Garcia directly holds 921,926 shares.

Positive

  • None.

Negative

  • None.

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.

Insider GARCIA ERNEST C. III
Role Chief Executive Officer
Sold 7,400 shs ($2.77M)
Type Security Shares Price Value
Sale Class A Common Stock 250 $368.65 $92K
Sale Class A Common Stock 250 $368.65 $92K
Sale Class A Common Stock 250 $369.92 $92K
Sale Class A Common Stock 250 $369.92 $92K
Sale Class A Common Stock 362 $371.12 $134K
Sale Class A Common Stock 362 $371.12 $134K
Sale Class A Common Stock 350 $372.91 $131K
Sale Class A Common Stock 350 $372.91 $131K
Sale Class A Common Stock 850 $373.97 $318K
Sale Class A Common Stock 850 $373.97 $318K
Sale Class A Common Stock 588 $374.97 $220K
Sale Class A Common Stock 588 $374.97 $220K
Sale Class A Common Stock 500 $376.12 $188K
Sale Class A Common Stock 500 $376.12 $188K
Sale Class A Common Stock 500 $377.12 $189K
Sale Class A Common Stock 500 $377.12 $189K
Sale Class A Common Stock 50 $377.84 $19K
Sale Class A Common Stock 50 $377.84 $19K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 396,440 shares (Indirect, Ernest Irrevocable 2004 Trust III); Class A Common Stock — 496,440 shares (Indirect, Ernest C. Garcia III Multi-Generational Trust III); Class A Common Stock — 921,926 shares (Direct)
Footnotes (12)
  1. F1. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024.
  2. F2. 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. F3. This transaction was executed in multiple trades at prices ranging from $368.37 to $368.85, inclusive.
  4. F4. 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. F5. 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. F6. This transaction was executed in multiple trades at prices ranging from $369.64 to $370.49, inclusive.
  7. F7. This transaction was executed in multiple trades at prices ranging from $370.73 to $371.44, inclusive.
  8. F8. This transaction was executed in multiple trades at prices ranging from $372.49 to $373.23, inclusive.
  9. F9. This transaction was executed in multiple trades at prices ranging from $373.62 to $374.57, inclusive.
  10. F10. This transaction was executed in multiple trades at prices ranging from $374.65 to $375.53, inclusive.
  11. F11. This transaction was executed in multiple trades at prices ranging from $375.72 to $376.64, inclusive.
  12. F12. This transaction was executed in multiple trades at prices ranging from $376.74 to $377.67, inclusive.
Shares sold 7,400 shares Total Class A Common Stock sold on September 25, 2025
Lowest reported sale price $368.65 per share Volume-weighted average price for one tranche of sales
Highest reported sale price $377.84 per share Volume-weighted average price for one tranche of sales
Direct holdings after transaction 921,926 shares Class A Common Stock held directly by Ernest C. Garcia III following the reported transactions
Ernest Irrevocable 2004 Trust III holdings 396,440 shares Indirect Class A Common Stock holdings via the Ernest Irrevocable 2004 Trust III
Multi-Generational Trust III holdings 496,440 shares Indirect Class A Common Stock holdings via the Ernest C. Garcia III Multi-Generational Trust III
Rule 10b5-1 trading plan regulatory
"The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
volume weighted average sale price financial
"The price reported above reflects the volume weighted average sale price"
Irrevocable Trust financial
"These shares of Class A Common Stock are held directly by the Ernest Irrevocable 2004 Trust III"
An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.
Multi-Generational Trust financial
"These shares of Class A Common Stock are held directly by the Ernest C. Garcia III Multi-Generational Trust III"

FAQ

How many Carvana (CVNA) shares were sold in Ernest C. Garcia III’s latest Form 4?

The filing reports that trusts associated with Ernest C. Garcia III sold 7,400 shares of Carvana Class A Common Stock on September 25, 2025. All reported sales were executed in open-market or private transactions under a pre-arranged Rule 10b5-1 trading plan.

At what prices were the CVNA shares sold in this Form 4?

The reported sales occurred at volume-weighted average prices, with examples including $368.65 and $377.84 per share. Footnotes state that each transaction comprised multiple trades within specified price ranges, and detailed trade-level prices are available upon request to relevant parties.

Were the CVNA insider sales made under a Rule 10b5-1 plan?

Yes. A footnote states the sales were effected under a Rule 10b5-1 trading plan adopted by Ernest C. Garcia III on December 13, 2024. Such pre-arranged plans allow insiders to schedule trades in advance, helping separate trading activity from day-to-day information flow.

How many Carvana (CVNA) shares does Ernest C. Garcia III still hold after these sales?

After the reported transactions, Garcia directly holds 921,926 Carvana Class A shares. In addition, the Ernest Irrevocable 2004 Trust III holds 396,440 shares and the Ernest C. Garcia III Multi-Generational Trust III holds 496,440 shares, all reported as indirect holdings associated with him.

Who actually owns the CVNA shares involved in this Form 4 transaction?

The sold shares were held by the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III. The filing notes that Garcia serves as Investment Trustee and Co-Administrative Trustee of these trusts, so the transactions are attributed to entities associated with him.

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Learn about SEC filing dates
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)
09/25/2025
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)
Code V Amount (A) or (D) Price
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)
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 $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.

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