CVNA Insider Filing: Ernest Garcia III Disposes 923K Shares via 10b5-1 Plan

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

The filing reports multiple dispositions of Class A common stock on 08/21/2025 executed under a Rule 10b5-1 plan, totaling 923,155 shares .

Q: How does Mr. Garcia hold the shares reported?

Shares are held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III ; Mr. Garcia is listed as Investment Trustee and Co-Administrative Trustee for both.

Q: Who signed the Form 4 filing?

The Form 4 is signed /s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III dated 08/22/2025.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Carvana insider sales disclosed: Ernest C. Garcia III, who serves as CEO, director and is a >10% owner of Carvana Co. (CVNA), reported multiple dispositions of Class A common stock executed on 08/21/2025. The sales were effected under a Rule 10b5-1 trading plan adopted December 13, 2024. The filing shows repeated blocks sold at volume-weighted average prices in the $332.97–$340.99 range and reports a cumulative disposition of 923,155 shares. The report identifies two trusts through which Mr. Garcia holds shares and notes his trustee roles. The Form 4 is signed by a POA on Mr. Garcia’s behalf.

Positive

Sales executed under a Rule 10b5-1 trading plan, documenting a pre-established compliance mechanism
Detailed price disclosure with volume-weighted average prices and ranges for each tranche, with offer to provide trade-level info on request
Trust ownership and trustee roles disclosed, clarifying indirect beneficial ownership through two named family trusts

Negative

Substantial insider dispositions totaling 923,155 shares, representing a material decrease in reported beneficial ownership
Sales executed by the CEO and >10% owner, which may be interpreted by some investors as negative even though trades were planned

Insights

TL;DR: Large, planned insider disposals were disclosed; compliance steps are documented but selling is material.

The filing documents significant insider selling totaling 923,155 shares by the CEO and >10% owner, executed under a pre-established Rule 10b5-1 plan. From a governance standpoint, the use of a 10b5-1 plan provides a compliance framework that reduces claims of opportunistic trading, and the filing discloses trustee relationships and indirect holdings via two family trusts. The POA signature is noted, which is common for insiders using delegated execution. This is a material insider disposition that shareholders should note as a change in beneficial ownership.

TL;DR: Insider sales are sizable and fully disclosed with VWAP ranges; impact on share supply may be observable short-term.

The Form 4 lists multiple sale tranches executed at VWAPs reported between approximately $332.97 and $340.99, indicating the trades occurred across price bands on 08/21/2025. The disclosure provides granular price ranges and the filer’s willingness to supply trade-level detail on request, improving transparency. While the report does not include company-level context or intent, the absolute volume of 923,155 shares is substantial and could be relevant to near-term liquidity and ownership metrics.

08/22/2025 - 05:49 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)
08/21/2025

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	08/21/2025		S		150⁽¹⁾	D	$333.24⁽²⁾	521,290	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/21/2025		S		150⁽¹⁾	D	$333.24⁽²⁾	621,290	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/21/2025		S		150⁽¹⁾	D	$334.21⁽⁵⁾	521,140	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/21/2025		S		150⁽¹⁾	D	$334.21⁽⁵⁾	621,140	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/21/2025		S		350⁽¹⁾	D	$335.44⁽⁶⁾	520,790	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/21/2025		S		350⁽¹⁾	D	$335.44⁽⁶⁾	620,790	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/21/2025		S		800⁽¹⁾	D	$336.83⁽⁷⁾	519,990	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/21/2025		S		800⁽¹⁾	D	$336.83⁽⁷⁾	619,990	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/21/2025		S		600⁽¹⁾	D	$337.8⁽⁸⁾	519,390	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/21/2025		S		600⁽¹⁾	D	$337.8⁽⁸⁾	619,390	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/21/2025		S		1,447⁽¹⁾	D	$339.01⁽⁹⁾	517,943	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/21/2025		S		1,447⁽¹⁾	D	$339.01⁽⁹⁾	617,943	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/21/2025		S		1,303⁽¹⁾	D	$339.97⁽¹⁰⁾	516,640	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/21/2025		S		1,303⁽¹⁾	D	$339.97⁽¹⁰⁾	616,640	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/21/2025		S		200⁽¹⁾	D	$340.74⁽¹¹⁾	516,440	I	Ernest Irrevocable 2004 Trust III⁽³⁾
Class A Common Stock	08/21/2025		S		200⁽¹⁾	D	$340.74⁽¹¹⁾	616,440	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)
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. This transaction was executed in multiple trades at prices ranging from $332.97 to $333.91 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 $334.02 to $334.33 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 $335.03 to $335.99, 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.

7. This transaction was executed in multiple trades at prices ranging from $336.34 to $337.23 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 $337.36 to $338.35 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.

9. This transaction was executed in multiple trades at prices ranging from $338.46 to $339.46, 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 $339.47 to $340.46, 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 $340.49 to $340.99 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	08/22/2025
	** 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 multiple dispositions of Class A common stock on 08/21/2025 executed under a Rule 10b5-1 plan, totaling 923,155 shares.

Were the sales by Ernest C. Garcia III planned under a trading plan?

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

At what prices were the CVNA shares sold?

The transactions were executed in multiple trades with reported VWAP ranges approximately from $332.97 to $340.99; specific tranche VWAPs are provided in the Form 4.

How does Mr. Garcia hold the shares reported?

Shares are held indirectly through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III; Mr. Garcia is listed as Investment Trustee and Co-Administrative Trustee for both.

Who signed the Form 4 filing?

The Form 4 is signed /s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III dated 08/22/2025.

CVNA Insider Filing: Ernest Garcia III Disposes 923K Shares via 10b5-1 Plan