Carvana (NYSE: CVNA) VP sells shares under Rule 10b5-1 trading plan

Rhea-AI Filing Summary

CARVANA CO. vice president of accounting Stephen R. Palmer reported routine equity transactions in Class A common stock. On April 1, 2026, 650 shares were withheld at $312.09 per share to cover taxes when restricted stock units vested, and 1,000 shares were sold in an open-market transaction at $317.50 per share.

The sale was executed under a pre-arranged Rule 10b5-1 trading plan, indicating it was scheduled in advance rather than timed opportunistically. After these transactions, Palmer directly holds 33,891 Class A shares, so the open-market sale represents a small portion of his remaining stake.

Insights

Equity compensation analyst

Routine 10b5-1 sale and tax withholding; modest net reduction in holdings.

Stephen R. Palmer, a senior executive at CARVANA CO., reported two equity-related transactions in Class A common stock. One was a tax-withholding disposition of 650 shares at $312.09 per share tied to vesting restricted stock units, a non-market event.

The second was an open-market sale of 1,000 shares at $317.50 per share, executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 28, 2025. Following these moves, Palmer directly holds 33,891 shares, so the sale reflects a relatively small portion of his visible position and appears consistent with routine liquidity and tax management.

Insider Trade Summary 10b5-1

Net Seller: 1,000 shares ($317,500)

Net Sell 2 txns

Insider Palmer Stephen R

Role Vice President of Accounting

Sold 1,000 shs ($318K)

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	650	$312.09	$203K
Sale	Class A Common Stock	1,000	$317.50	$318K

Holdings After Transaction: Class A Common Stock — 34,891 shares (Direct)

Footnotes (1)

1. Represents total number of shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of restricted stock units pursuant to various awards. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025 (the "10b5-1 Plan").

Key Figures

Tax-withholding shares: 650 shares Open-market sale: 1,000 shares at $317.50/share Post-transaction holdings: 33,891 shares +2 more

5 metrics

Tax-withholding shares 650 shares Class A common stock withheld for taxes at $312.09 per share

Open-market sale 1,000 shares at $317.50/share Class A common stock sold on April 1, 2026

Post-transaction holdings 33,891 shares Direct Class A common stock holdings after reported transactions

Tax-withholding value $202,858.50 650 shares withheld multiplied by $312.09 per share

Sale proceeds (gross) $317,500.00 1,000 shares sold at $317.50 per share before costs or taxes

Key Terms

Rule 10b5-1 trading plan, restricted stock units, tax-withholding disposition, open-market sale

4 terms

Rule 10b5-1 trading plan regulatory

"The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"Shares were withheld for taxes upon vesting of restricted stock units pursuant to various awards."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"Transaction code F reflects a tax-withholding disposition to satisfy tax liability by delivering securities."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

open-market sale financial

"Transaction code S is described as a sale in open market or private transaction."

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

Form 4 Insider Transactions: What Each Field Means →

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).

X

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^*

Palmer Stephen R

(Last) (First) (Middle)

C/O CARVANA CO.

300 E. RIO SALADO PKWY

(Street)

TEMPE ARIZONA 85281

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Vice President of Accounting

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/01/2026		F		650(1)	D	$312.09	34,891	D
Class A Common Stock	04/01/2026		S		1,000(2)	D	$317.5	33,891	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents total number of shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of restricted stock units pursuant to various awards.

2. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025 (the "10b5-1 Plan").

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Stephen R. Palmer	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)