Ernest C. Garcia III disposes 920,696 CVNA shares via 10b5-1 plan

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

The filing reports the sale of 920,696 Class A shares on 10/08/2025 , executed in multiple trades under a Rule 10b5-1 plan.

Q: Were the sales pre-planned or discretionary?

The sales were made pursuant to a Rule 10b5-1 trading plan adopted on 12/13/2024 , indicating pre-planned trades.

Q: Through what ownership vehicles were the shares held?

Shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III , where Mr. Garcia serves as trustee.

Q: Who signed the Form 4?

The Form 4 was signed by Paul Breaux by power of attorney for Ernest C. Garcia III on 10/10/2025 .

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Insider sale of 920,696 Class A shares reported by Ernest C. Garcia III on 10/08/2025. The sales were executed in multiple trades at prices roughly between $361.91 and $370.32, with a reported volume‑weighted average price of $362.58 for certain lots. The transactions were made under a Rule 10b5-1 trading plan adopted on 12/13/2024. Shares are held indirectly through two trusts for which Mr. Garcia is trustee; the Form 4 shows reduced beneficial ownership totals following the disposals.

Positive

Sales executed under a Rule 10b5-1 plan, indicating pre-scheduled transactions rather than ad-hoc insider trading
Full disclosure via Form 4 with transaction prices and VWAP provided, supporting transparency

Negative

Large aggregate sale of 920,696 shares on 10/08/2025, which reduces indirect beneficial ownership
Multiple sell tranches across price bands may be interpreted as material disposition of holdings by a CEO/director

Insights

TL;DR: A large, pre‑planned insider sale of 920,696 shares executed under a Rule 10b5-1 plan.

The reported sales were effected under a Rule 10b5-1 trading plan adopted on 12/13/2024, which provides an affirmative defense for pre‑scheduled trades. The filing lists multiple discrete trades on 10/08/2025 with prices ranging from $361.91 to $370.32, and reports a VWAP of $362.58 for certain lots.

The governance implication is that these were authorized, formulaic disposals rather than discretionary insider sales on the trade date; however, the large aggregate size (920,696 shares) materially lowers the reporting person’s indirect holdings. Monitor periodic Forms 4 for any change to the plan or additional trading activity in the near term.

10/10/2025 - 06:17 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).

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

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)
10/08/2025

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	10/08/2025		S		459⁽¹⁾	D	$362.58⁽²⁾⁽³⁾	355,981	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/08/2025		S		459⁽¹⁾	D	$362.58⁽²⁾⁽³⁾	455,981	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/08/2025		S		703⁽¹⁾	D	$363.26⁽²⁾⁽⁶⁾	355,278	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/08/2025		S		702⁽¹⁾	D	$363.73⁽²⁾⁽⁷⁾	455,279	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/08/2025		S		1,094⁽¹⁾	D	$364.3⁽²⁾⁽⁸⁾	354,184	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/08/2025		S		1,094⁽¹⁾	D	$364.3⁽²⁾⁽⁸⁾	454,185	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/08/2025		S		671⁽¹⁾	D	$365.36⁽²⁾⁽⁹⁾	353,513	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/08/2025		S		671⁽¹⁾	D	$365.36⁽²⁾⁽⁹⁾	453,514	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/08/2025		S		519⁽¹⁾	D	$366.42⁽²⁾⁽¹⁰⁾	352,994	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/08/2025		S		519⁽¹⁾	D	$366.42⁽²⁾⁽¹⁰⁾	452,995	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/08/2025		S		670⁽¹⁾	D	$367.45⁽²⁾⁽¹¹⁾	352,324	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/08/2025		S		670⁽¹⁾	D	$367.45⁽²⁾⁽¹¹⁾	452,325	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/08/2025		S		666⁽¹⁾	D	$368.5⁽²⁾⁽¹²⁾	351,658	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/08/2025		S		666⁽¹⁾	D	$368.5⁽²⁾⁽¹²⁾	451,659	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/08/2025		S		163⁽¹⁾	D	$369.32⁽²⁾⁽¹³⁾	351,495	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/08/2025		S		164⁽¹⁾	D	$369.59⁽²⁾⁽¹⁴⁾	451,495	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock	10/08/2025		S		55⁽¹⁾	D	$370⁽²⁾⁽¹⁵⁾	351,440	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾
Class A Common Stock	10/08/2025		S		55⁽¹⁾	D	$370⁽²⁾⁽¹⁵⁾	451,440	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁵⁾
Class A Common Stock								920,696	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 $361.91 to $362.91, 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 $362.92 to $363.48, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $363.49 to $363.90, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $363.93 to $364.91, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $364.95 to $365.90, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $365.97 to $366.97, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $366.99 to $367.98, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $368.03 to $368.95, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $369.24 to $369.37, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $369.37 to $369.80, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $370.00 to $370.32, inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	10/10/2025
	** 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 filing reports the sale of 920,696 Class A shares on 10/08/2025, executed in multiple trades under a Rule 10b5-1 plan.

Were the sales pre-planned or discretionary?

The sales were made pursuant to a Rule 10b5-1 trading plan adopted on 12/13/2024, indicating pre-planned trades.

What price range was disclosed for the sales?

Trades executed across price ranges from $361.91 to $370.32, with reported VWAP of $362.58 for certain lots.

Through what ownership vehicles were the shares held?

Shares were held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where Mr. Garcia serves as trustee.

Who signed the Form 4?

The Form 4 was signed by Paul Breaux by power of attorney for Ernest C. Garcia III on 10/10/2025.

Ernest C. Garcia III disposes 920,696 CVNA shares via 10b5-1 plan