Form 4: Carvana CEO Sells Shares Under Pre-Arranged 10b5-1 Plan

Carvana CEO Ernest C. Garcia III sold 9,547 shares of Class A Common Stock through pre-arranged trading plans on September 8, 2025.

Summary

• Ernest C. Garcia III, Carvana Co.'s Director, 10% Owner, and Chief Executive Officer, reported sales of Class A Common Stock.
• A total of 9,547 shares were disposed of on September 8, 2025, through multiple transactions.
• The sales were executed at volume-weighted average prices ranging from $365.38 to $377.36 per share.
• These transactions were conducted pursuant to a Rule 10b5-1 trading plan adopted by Mr. Garcia on December 13, 2024.
• Shares were sold from two indirect holdings: the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III, where Mr. Garcia serves as Investment Trustee and Co-Administrative Trustee.
• Following these reported transactions, Mr. Garcia beneficially owns 461,440 shares indirectly through the Ernest Irrevocable 2004 Trust III, 561,440 shares indirectly through the Ernest C. Garcia III Multi-Generational Trust III, and 921,926 shares directly.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the filing reports a pre-planned insider sale under a 10b5-1 plan, which is a routine disclosure for personal financial management and not typically indicative of a change in company fundamentals or management's outlook.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, which indicates the transactions were pre-scheduled and not based on immediate, non-public information, potentially mitigating concerns about opportunistic insider selling.

Negatives

• A significant number of shares (9,547) were sold by the CEO and a 10% owner, which could be perceived by some investors as a reduction in insider confidence, despite the 10b5-1 plan.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding Carvana Co.'s future financial performance or strategic direction.

Industry Context

This filing pertains to an individual insider transaction and does not provide information directly related to broader industry trends or competitive landscape within the online used car retail sector.

Related Party Transactions

• The reported sales were made from trusts (Ernest Irrevocable 2004 Trust III and Ernest C. Garcia III Multi-Generational Trust III) for which Ernest C. Garcia III serves as Investment Trustee and Co-Administrative Trustee, indicating transactions involving entities beneficially owned by a key insider.

Stakeholder Impact

• Shareholders may observe the CEO's share sales, which, despite being pre-planned, could lead to questions about management's long-term commitment or valuation perspective, though the 10b5-1 plan mitigates immediate concerns.

Key Dates

Keywords

Carvana, CVNA, Ernest C. Garcia III, Insider Sale, Form 4, 10b5-1 Plan, Stock Transaction, CEO, Beneficial Ownership