[Form 4] Carvana Co. Insider Trading Activity

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Milestone Scientific (MLSS) 8-K: On 31 Jul 2025 the Board appointed Eric Hines as President, Chief Executive Officer and director.

Compensation: Initial Term (31 Jul鈥�31 Dec 2025) base pay is $15 k/month; rate increases to $25 k/month from 1 Jan 2026 if both parties agree to continue employment. Hines also receives 2.0 million stock options at fair-market strike; 10 % vests immediately and 90 % vests in three equal annual instalments of 600 k shares.

An annual incentive bonus鈥攑erformance-based plus discretionary鈥攎ay be awarded by the Compensation Committee.

Background: Hines previously led North America for Ex Libris (2014-2021) and held senior sales roles at NICE Systems, AMDOCS Clarify CRM and others. He holds a BS in Chemistry (Wake Forest) and an MBA in International Business (Xavier).

A confirming press release (Exhibit 99.1) was issued 1 Aug 2025. No financial results or other material transactions were disclosed.

Insights

TL;DR: CEO transition adds experienced operator, aligns incentives via large option grant; modest cash cost, dilution a watch-item.

The appointment ends MLSS鈥檚 CEO search and installs an executive with two decades of enterprise-software leadership and sales execution鈥攃apabilities relevant to scaling the company鈥檚 dental-anesthesia and medical-device platforms. Cash compensation ($180 k annualised during Initial Term) is low for a public-company CEO, limiting near-term cost. However, the 2 million-share option package represents roughly 3.0 % of MLSS鈥檚 66 million shares outstanding, introducing dilution if exercised, though vesting is back-loaded to encourage long-term value creation. Overall governance signal is constructive: board ties majority of upside to share performance while keeping fixed pay lean.

TL;DR: Neutral-to-positive; leadership upgrade could aid commercialization, but equity overhang from options warrants monitoring.

Hines鈥� track record in SaaS/library markets suggests skill in complex B2B sales鈥攃ritical as MLSS seeks broader adoption of CompuFlo庐 and STA instruments. Although the filing lacks quantitative guidance, leadership stability often precedes strategic refreshes that can unlock revenue acceleration. The option grant aligns interests yet equates to ~3 % potential dilution, a manageable level given MLSS鈥檚 micro-cap status. Absent operational milestones or financial metrics, market impact is likely modest but directionally positive.

08/05/2025 - 05:15 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)
08/04/2025

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	08/04/2025		S		141⁽¹⁾	D	$366.45	582,672	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/04/2025		S		140⁽¹⁾	D	$366.9⁽³⁾	682,673	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/04/2025		S		259⁽¹⁾	D	$367.62⁽⁵⁾	582,413	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/04/2025		S		260⁽¹⁾	D	$368.32⁽⁶⁾	682,413	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/04/2025		S		430⁽¹⁾	D	$368.94⁽⁷⁾	581,983	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/04/2025		S		429⁽¹⁾	D	$369.44⁽⁸⁾	681,984	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/04/2025		S		441⁽¹⁾	D	$369.79⁽⁹⁾	581,542	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/04/2025		S		442⁽¹⁾	D	$370.37⁽¹⁰⁾	681,542	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁴⁾
Class A Common Stock	08/04/2025		S		102⁽¹⁾	D	$370.74⁽¹¹⁾	581,440	I	Ernest Irrevocable 2004 Trust III⁽²⁾
Class A Common Stock	08/04/2025		S		102⁽¹⁾	D	$370.74⁽¹¹⁾	681,440	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. 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.

3. This transaction was executed in multiple trades at prices ranging from $366.45 to $367.06 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.

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 $367.49 to $367.87 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 $367.87 to $368.49 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 $368.57 to $369.30, 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 $369.30 to $369.50, 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 $369.60 to $370.01 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 $370.01 to $370.58 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 $370.71 to $370.77 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	08/05/2025
	** 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:

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