Form 4: Carvana CEO Ernest Garcia III Sells $6.5 Million in Stock Under Pre-Arranged Trading Plan

Carvana CEO Ernest C. Garcia III reported the sale of 20,000 shares of Class A Common Stock across two trusts for approximately $6.5 million, executed under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Ernest C. Garcia III, the Chief Executive Officer, Director, and 10% Owner of Carvana Co. (CVNA), reported the sale of Class A Common Stock.
• A total of 20,000 shares were sold from two trusts: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III.
• On June 23, 2025, 10,000 shares were sold (5,000 from each trust) at a volume-weighted average price of $309.74 per share.
• On June 24, 2025, an additional 10,000 shares were sold (5,000 from each trust) through multiple transactions at volume-weighted average prices ranging from $322.36 to $327.82 per share.
• These sales were conducted pursuant to a Rule 10b5-1 trading plan that Mr. Garcia adopted on December 13, 2024.
• Following these transactions, the Ernest Irrevocable 2004 Trust III beneficially owns 721,440 shares, and the Ernest C. Garcia III Multi-Generational Trust III beneficially owns 821,440 shares. Mr. Garcia also directly owns 925,613 shares.

Sentiment

Score: 6

Explanation: The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, which suggests a systematic and non-discretionary approach to share disposition, mitigating potential negative interpretations of insider selling.

Positives

• The reported sales were executed under a pre-arranged Rule 10b5-1 trading plan, which indicates a systematic and non-discretionary disposition of shares, potentially mitigating the perception of opportunistic selling.

Negatives

• Insider selling, even when pre-planned, can sometimes be perceived negatively by investors as it reduces the insider's direct equity stake, which some may interpret as a lack of confidence or a move to diversify personal holdings.

Future Outlook

NA

Management Comments

• The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 13, 2024.

Industry Context

This filing is a standard insider transaction report and does not directly relate to broader industry trends or competitors, as it reflects a pre-planned personal financial decision by a key executive.

Related Party Transactions

• Sales of Class A Common Stock were made from the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III. Ernest C. Garcia III is the Investment Trustee and Co-Administrative Trustee of both trusts, making these related party transactions.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive, even if pre-planned, could be interpreted by some as a signal, though the 10b5-1 plan mitigates the immediate impact. It represents a slight reduction in the CEO's indirect beneficial ownership.

Key Dates

Keywords

Carvana, CVNA, Ernest C. Garcia III, insider trading, stock sale, Form 4, SEC filing, Rule 10b5-1, beneficial ownership, CEO stock sale