CVNA Form 4: Keeton withholds 498 shares for RSU taxes, retains 135,134 shares

Rhea-AI Filing Summary

Ryan S. Keeton, Chief Brand Officer of Carvana Co. (CVNA), reported a Section 16 transaction dated 09/01/2025 showing the disposition of 498 shares of Class A common stock at a price of $371.92 per share. The filing states these shares were withheld to satisfy tax withholding upon the vesting of restricted stock units. After the tax-withholding disposition, Keeton beneficially owned 135,134 shares of Class A common stock. The Form 4 was signed by a power of attorney on 09/03/2025. The transaction appears routine and related to tax settlement of equity awards rather than an open-market sale.

Positive

• Disclosure filed in compliance with Section 16 showing transparency of insider activity
• Transaction tied to tax withholding for vested RSUs, indicating it is a routine compensation settlement rather than a discretionary sale

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider tax-withholding disposition for vested RSUs; transparency and Section 16 compliance are evident.

The Form 4 shows a small-scale disposition of 498 shares through tax withholding tied to RSU vesting. This is a common, non-discretionary corporate compensation event rather than an active trading decision. Reporting the transaction promptly under Section 16 demonstrates compliance and reduces governance risk. The remaining beneficial ownership of 135,134 shares maintains the executive's ongoing equity stake.

Securities Analyst

TL;DR: Transaction size is immaterial to company capitalization; no immediate market-impact signal.

The disposition of 498 shares at $371.92 each represents a de minimis change relative to the reported post-transaction holding of 135,134 shares. The filing explicitly attributes the disposition to tax withholding on vested RSUs, which typically has no bearing on company fundamentals or near-term share supply. Investors would view this as routine compensation settlement activity.

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

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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^*

KEETON RYAN S.

(Last) (First) (Middle)

C/O CARVANA CO.

300 E. RIO SALADO PARKWAY

(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)
	Chief Brand Officer

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		498(1)	D	$371.92	135,134	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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ryan S. Keeton	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

How many shares did Ryan S. Keeton dispose of in the Form 4 for CVNA?

The Form 4 reports a disposition of 498 shares of Class A common stock.

At what price were the shares disposed according to the CVNA Form 4?

The reported price per share for the disposition was $371.92.

Why were the 498 shares disposed in the Form 4 filed for CVNA?

The filing explains the shares were withheld for taxes upon vesting of restricted stock units.

How many CVNA shares did Ryan S. Keeton own after the reported transaction?

Following the reported transaction, Keeton beneficially owned 135,134 shares of Class A common stock.

When was the transaction dated and when was the Form 4 signed?

The transaction date is 09/01/2025 and the Form 4 was signed by power of attorney on 09/03/2025.