Carvana insider Form 4: 645-share tax withholding and 1,000-share 10b5-1 sale

Rhea-AI Filing Summary

Stephen R. Palmer, Vice President of Accounting at Carvana Co. (CVNA), reported two equity transactions in early September 2025. On September 1, 2025, 645 shares of Class A common stock were withheld to satisfy tax obligations upon vesting of restricted stock units, recorded at a price of $371.92 per share. On September 2, 2025, Mr. Palmer sold 1,000 shares under a Rule 10b5-1 trading plan adopted May 28, 2025, at $361.04 per share. Following these transactions he beneficially owned 45,157 shares directly.

All transactions were reported on a Form 4 filed September 3, 2025, and the sale was executed pursuant to an established 10b5-1 plan. The Form 4 was signed by Paul Breaux by power of attorney for Mr. Palmer.

Positive

• Transaction disclosed promptly on Form 4 with explanatory remarks
• Sale executed under a 10b5-1 trading plan adopted May 28, 2025, indicating a pre-established trading arrangement
• Tax withholding for RSU vesting documented (645 shares withheld)

Negative

• Officer sold 1,000 shares on 09/02/2025 (could be perceived negatively by some investors)
• Share withholding and sale occurred at relatively high per-share prices ($371.92 and $361.04), reducing insider shareholdings

Insights

Financial Analyst

TL;DR: Routine insider tax withholding and a modest planned sale under a 10b5-1 plan; limited market-impact information.

The filing shows two non-derivative events: withholding of 645 shares to satisfy taxes on vested RSUs at $371.92 and a planned sale of 1,000 shares at $361.04 under a pre-established 10b5-1 plan adopted May 28, 2025. The post-transaction direct holding is 45,157 shares. These actions are administrative and follow an authorized trading plan; the sizes reported are small in isolation and provide no new operational or financial insights about Carvana.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 and documents use of a 10b5-1 plan; transactions appear routine and properly reported.

The Form 4 discloses withholding of shares for tax settlement of RSUs and a subsequent sale executed pursuant to a 10b5-1 plan, both standard insider reporting events. The filing includes the required explanatory remarks and a POA signature. There is no indication of insider trading outside an established plan or of material governance concerns from the disclosed activities alone.

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 AZ 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/01/2025		F		645(1)	D	$371.92	46,157	D
Class A Common Stock	09/02/2025		S		1,000(2)	D	$361.04	45,157	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	09/03/2025
	** 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.

FAQ

What transactions did Stephen R. Palmer report on Form 4 for CVNA?

He reported 645 shares withheld for taxes upon RSU vesting on 09/01/2025 at $371.92 and a sale of 1,000 shares on 09/02/2025 at $361.04.

How many Carvana (CVNA) shares does Stephen R. Palmer beneficially own after these transactions?

Following the reported transactions he beneficially owned 45,157 shares directly.

Was the sale of CVNA shares by Stephen R. Palmer part of an approved trading plan?

Yes. The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 2025.

Why were 645 CVNA shares withheld by Stephen R. Palmer?

The 645 shares were withheld to satisfy taxes upon vesting of restricted stock units pursuant to various awards, as stated in the filing.

Who signed the Form 4 filing for Stephen R. Palmer?

The Form 4 was signed by Paul Breaux by Power of Attorney for Stephen R. Palmer on 09/03/2025.