Carvana (NYSE: CVNA) VP sells 5,000 shares under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

CARVANA CO. vice president of accounting Stephen R. Palmer reported multiple transactions in Class A common stock. He sold a total of 5,000 shares in open-market trades on June 1, 2026 at prices ranging from $69.76 to $71.59 per share under a Rule 10b5-1 trading plan adopted on May 28, 2025.

The filing also shows a separate disposition of 3,245 shares at $71.00 per share, representing shares withheld to cover taxes upon vesting of restricted stock units. The tax withholding is a mechanistic event, while the 5,000-share sale reflects pre-planned portfolio activity.

Insider Trade Summary 10b5-1

Net Seller: 5,000 shares ($352,101)

Net Sell 4 txns

Insider Palmer Stephen R

Role Vice President of Accounting

Sold 5,000 shs ($352K)

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	3,245	$71.00	$230K
Sale	Class A Common Stock	2,027	$69.76	$141K
Sale	Class A Common Stock	2,853	$70.84	$202K
Sale	Class A Common Stock	120	$71.59	$9K

Holdings After Transaction: Class A Common Stock — 157,955 shares (Direct, null)

Footnotes (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. All amounts reflect the five for one forward stock split conducted by the issuer on May 7, 2026. 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"). 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. This transaction was executed in multiple trades at prices ranging from $69.23 to $70.22 inclusive. This transaction was executed in multiple trades at prices ranging from $70.24 to $71.20 inclusive. This transaction was executed in multiple trades at prices ranging from $71.28 to $71.75 inclusive.

Key Figures

Open-market shares sold: 5,000 shares Tax-withheld shares: 3,245 shares Sale price 1: $71.59 per share +3 more

6 metrics

Open-market shares sold 5,000 shares Class A common stock sold on June 1, 2026

Tax-withheld shares 3,245 shares Withheld for taxes on RSU vesting

Sale price 1 $71.59 per share Open-market sale of 120 shares

Sale price 2 $70.84 per share Open-market sale of 2,853 shares

Sale price 3 $69.76 per share Open-market sale of 2,027 shares

Tax-withholding price $71.00 per share 3,245 shares withheld for taxes

Key Terms

Rule 10b5-1 trading plan, restricted stock units, volume weighted average sale price, five for one forward stock split

4 terms

Rule 10b5-1 trading plan financial

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

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

"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.

volume weighted average sale price financial

"The price reported above reflects the volume weighted average sale price."

five for one forward stock split financial

"All amounts reflect the five for one forward stock split conducted by the issuer on May 7, 2026."

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 07:21 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^*

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)
06/01/2026

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)
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	06/01/2026		F		3,245⁽¹⁾	D	$71	157,955⁽²⁾	D
Class A Common Stock	06/01/2026		S		2,027⁽³⁾	D	$69.76⁽⁴⁾⁽⁵⁾	155,928⁽²⁾	D
Class A Common Stock	06/01/2026		S		2,853⁽³⁾	D	$70.84⁽⁴⁾⁽⁶⁾	153,075⁽²⁾	D
Class A Common Stock	06/01/2026		S		120⁽³⁾	D	$71.59⁽⁴⁾⁽⁷⁾	152,955⁽²⁾	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. 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. All amounts reflect the five for one forward stock split conducted by the issuer on May 7, 2026.

3. 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").

4. 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.

5. This transaction was executed in multiple trades at prices ranging from $69.23 to $70.22 inclusive.

6. This transaction was executed in multiple trades at prices ranging from $70.24 to $71.20 inclusive.

7. This transaction was executed in multiple trades at prices ranging from $71.28 to $71.75 inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Stephen R. Palmer	06/03/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Carvana (CVNA) disclose for Stephen R. Palmer?

Carvana disclosed that vice president of accounting Stephen R. Palmer sold 5,000 shares of Class A common stock and had 3,245 shares withheld for taxes tied to restricted stock unit vesting, all recorded on June 1, 2026 in a Form 4 filing.

How many Carvana (CVNA) shares did Stephen R. Palmer sell and at what prices?

Stephen R. Palmer sold 5,000 shares of Carvana Class A common stock. The sales occurred at volume-weighted average prices between $69.76 and $71.59 per share, with detailed ranges for each trade reported in the Form 4 footnotes.

Were Stephen R. Palmer’s Carvana (CVNA) stock sales under a 10b5-1 plan?

Yes. The Form 4 states the reported Carvana share sales were effected under a Rule 10b5-1 trading plan adopted by Stephen R. Palmer on May 28, 2025, indicating the transactions were pre-arranged rather than discretionary market-timing trades.

Why were 3,245 Carvana (CVNA) shares withheld from Stephen R. Palmer?

The filing explains that 3,245 shares of Carvana Class A common stock were withheld to satisfy tax obligations upon vesting of restricted stock units from various awards. This tax-withholding disposition does not represent an open-market sale by Palmer.

What type of Carvana (CVNA) security did Stephen R. Palmer trade?

All reported transactions involve Carvana Class A common stock. Palmer executed open-market sales totaling 5,000 shares and had additional shares withheld for taxes, with no derivative securities exercises or conversions reported in this particular Form 4.

Did Stephen R. Palmer exercise any options or derivatives in this Carvana (CVNA) filing?

No. The Form 4 shows only non-derivative transactions in Carvana Class A common stock, specifically open-market sales and tax withholding related to restricted stock unit vesting, with no option exercises or other derivative security transactions reported.