What does the RSU-related transaction on February 1, 2026 indicate for Carvana’s CFO?

On February 1, 2026, 1,219 Class A shares were withheld at $401.11 per share to cover taxes upon RSU vesting. This indicates previously granted restricted stock units continued to vest, with shares withheld for tax obligations instead of being sold on the open market.

Carvana (NYSE: CVNA) CFO sells stock and exercises options under 10b5-1 plan

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Carvana Co. Chief Financial Officer Mark W. Jenkins reported multiple equity transactions in Class A Common Stock. On February 1, 2026, 1,219 shares were withheld at $401.11 to cover taxes upon vesting of restricted stock units, leaving him with 202,817 directly held shares.

On February 2, 2026, Jenkins exercised stock options for 10,000 shares at $10.07, 2,000 shares at $42.03, and 750 shares at $51.97. The same day, he made numerous open-market sales of Class A shares at prices generally between about $393.04 and $418.58, under a Rule 10b5-1 trading plan adopted on August 5, 2024, and ended with 202,817 Class A shares held directly.

Insights

Routine CFO option exercises and planned sales under a 10b5-1 plan look administratively driven, not thesis-changing.

The disclosure shows Carvana CFO Mark W. Jenkins exercising stock options at exercise prices of $10.07, $42.03, and $51.97 and selling resulting Class A shares at much higher market prices on February 2, 2026. These trades follow earlier RSU vesting, where 1,219 shares were withheld at $401.11 for taxes.

Importantly, footnotes state the option exercises and sales were executed under a Rule 10b5-1 trading plan adopted on August 5, 2024, indicating a pre-arranged schedule rather than discretionary timing. The reported prices span roughly $393.04 to $418.58, while Jenkins continues to hold 202,817 Class A shares directly plus unexercised options.

Given the pre-planned nature and the fact that sizable equity exposure remains, this looks like typical executive diversification and tax management. Subsequent filings may provide additional context if trading patterns or equity holdings change materially over future reporting periods.

Insider Trade Summary

Net Seller: 12,750 shares ($5,229,877)

Net Sell 29 txns

Insider JENKINS MARK W.

Role Chief Financial Officer

Sold 12,750 shs ($5.23M)

Type	Security	Shares	Price	Value
Exercise	Stock Options (Right to Buy)	10,000	$0.00	--
Exercise	Stock Options (Right to Buy)	2,000	$0.00	--
Exercise	Stock Options (Right to Buy)	750	$0.00	--
Exercise	Class A Common Stock	10,000	$10.07	$101K
Exercise	Class A Common Stock	2,000	$42.03	$84K
Exercise	Class A Common Stock	750	$51.97	$39K
Sale	Class A Common Stock	790	$393.05	$311K
Sale	Class A Common Stock	80	$394.05	$32K
Sale	Class A Common Stock	120	$396.27	$48K
Sale	Class A Common Stock	280	$397.64	$111K
Sale	Class A Common Stock	200	$399.33	$80K
Sale	Class A Common Stock	80	$400.13	$32K
Sale	Class A Common Stock	40	$402.57	$16K
Sale	Class A Common Stock	120	$403.82	$48K
Sale	Class A Common Stock	80	$405.38	$32K
Sale	Class A Common Stock	360	$406.81	$146K
Sale	Class A Common Stock	1,570	$407.97	$641K
Sale	Class A Common Stock	920	$408.90	$376K
Sale	Class A Common Stock	800	$410.05	$328K
Sale	Class A Common Stock	960	$411.16	$395K
Sale	Class A Common Stock	1,439	$412.17	$593K
Sale	Class A Common Stock	576	$413.13	$238K
Sale	Class A Common Stock	1,122	$414.27	$465K
Sale	Class A Common Stock	895	$415.34	$372K
Sale	Class A Common Stock	1,108	$416.13	$461K
Sale	Class A Common Stock	628	$417.31	$262K
Sale	Class A Common Stock	542	$418.20	$227K
Sale	Class A Common Stock	40	$418.87	$17K
Tax Withholding	Class A Common Stock	1,219	$401.11	$489K

Holdings After Transaction: Stock Options (Right to Buy) — 158,513 shares (Direct); Class A Common Stock — 212,817 shares (Direct)

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. The reported option exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 5, 2024. 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 $393.04 to $393.14 inclusive. This transaction was executed in multiple trades at prices ranging from $396.10 to $396.39, inclusive. This transaction was executed in multiple trades at prices ranging from $397.42 to $398.10, inclusive. This transaction was executed in multiple trades at prices ranging from $399.03 to $399.55, inclusive. This transaction was executed in multiple trades at prices ranging from $400.08 to $400.18 inclusive. This transaction was executed in multiple trades at prices ranging from $403.66 to $404.10, inclusive. This transaction was executed in multiple trades at prices ranging from $406.46 to $407.43, inclusive. This transaction was executed in multiple trades at prices ranging from $407.47 to $408.39, inclusive. This transaction was executed in multiple trades at prices ranging from $408.57 to $409.27 inclusive. This transaction was executed in multiple trades at prices ranging from $409.57 to $410.55, inclusive. This transaction was executed in multiple trades at prices ranging from $410.65 to $411.61, inclusive. This transaction was executed in multiple trades at prices ranging from $411.68 to $412.67, inclusive. This transaction was executed in multiple trades at prices ranging from $412.71 to $413.70, inclusive. This transaction was executed in multiple trades at prices ranging from $413.73 to $414.68, inclusive. This transaction was executed in multiple trades at prices ranging from $414.73 to $415.68, inclusive. This transaction was executed in multiple trades at prices ranging from $415.74 to $416.73, inclusive. This transaction was executed in multiple trades at prices ranging from $416.74 to $417.73, inclusive. This transaction was executed in multiple trades at prices ranging from $417.80 to $418.58, inclusive. The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vested 25% on April 1, 2024 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer. The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vested 25% on April 1, 2025 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.

Form 4 Insider Transactions: What Each Field Means →

02/03/2026 - 05:46 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^*

JENKINS MARK W.

(Last)

(First)

(Middle)

C/O CARVANA CO.

300 E. RIO SALADO PKWY

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2026

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	02/01/2026		F		1,219⁽¹⁾	D	$401.11	202,817	D
Class A Common Stock	02/02/2026		M		10,000⁽²⁾	A	$10.07	212,817	D
Class A Common Stock	02/02/2026		M		2,000⁽²⁾	A	$42.03	214,817	D
Class A Common Stock	02/02/2026		M		750⁽²⁾	A	$51.97	215,567	D
Class A Common Stock	02/02/2026		S⁽²⁾		790	D	$393.05⁽³⁾⁽⁴⁾	214,777	D
Class A Common Stock	02/02/2026		S⁽²⁾		80	D	$394.05	214,697	D
Class A Common Stock	02/02/2026		S⁽²⁾		120	D	$396.27⁽³⁾⁽⁵⁾	214,577	D
Class A Common Stock	02/02/2026		S⁽²⁾		280	D	$397.64⁽³⁾⁽⁶⁾	214,297	D
Class A Common Stock	02/02/2026		S⁽²⁾		200	D	$399.33⁽³⁾⁽⁷⁾	214,097	D
Class A Common Stock	02/02/2026		S⁽²⁾		80	D	$400.13⁽³⁾⁽⁸⁾	214,017	D
Class A Common Stock	02/02/2026		S⁽²⁾		40	D	$402.57	213,977	D
Class A Common Stock	02/02/2026		S⁽²⁾		120	D	$403.82⁽³⁾⁽⁹⁾	213,857	D
Class A Common Stock	02/02/2026		S⁽²⁾		80	D	$405.38	213,777	D
Class A Common Stock	02/02/2026		S⁽²⁾		360	D	$406.81⁽³⁾⁽¹⁰⁾	213,417	D
Class A Common Stock	02/02/2026		S⁽²⁾		1,570	D	$407.97⁽³⁾⁽¹¹⁾	211,847	D
Class A Common Stock	02/02/2026		S⁽²⁾		920	D	$408.9⁽³⁾⁽¹²⁾	210,927	D
Class A Common Stock	02/02/2026		S⁽²⁾		800	D	$410.05⁽³⁾⁽¹³⁾	210,127	D
Class A Common Stock	02/02/2026		S⁽²⁾		960	D	$411.16⁽³⁾⁽¹⁴⁾	209,167	D
Class A Common Stock	02/02/2026		S⁽²⁾		1,439	D	$412.17⁽³⁾⁽¹⁵⁾	207,728	D
Class A Common Stock	02/02/2026		S⁽²⁾		576	D	$413.13⁽³⁾⁽¹⁶⁾	207,152	D
Class A Common Stock	02/02/2026		S⁽²⁾		1,122	D	$414.27⁽³⁾⁽¹⁷⁾	206,030	D
Class A Common Stock	02/02/2026		S⁽²⁾		895	D	$415.34⁽³⁾⁽¹⁸⁾	205,135	D
Class A Common Stock	02/02/2026		S⁽²⁾		1,108	D	$416.13⁽³⁾⁽¹⁹⁾	204,027	D
Class A Common Stock	02/02/2026		S⁽²⁾		628	D	$417.31⁽³⁾⁽²⁰⁾	203,399	D
Class A Common Stock	02/02/2026		S⁽²⁾		542	D	$418.2⁽³⁾⁽²¹⁾	202,857	D
Class A Common Stock	02/02/2026		S⁽²⁾		40	D	$418.87	202,817	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)
Stock Options (Right to Buy)	$10.07	02/02/2026		M⁽²⁾			10,000	04/01/2024⁽²²⁾	02/22/2033	Class A Common Stock	10,000	$0	158,513	D
Stock Options (Right to Buy)	$42.03	02/02/2026		M⁽²⁾			2,000	04/01/2025⁽²³⁾	01/24/2034	Class A Common Stock	2,000	$0	52,703	D
Stock Options (Right to Buy)	$51.97	02/02/2026		M⁽²⁾			750	04/01/2025⁽²³⁾	02/13/2034	Class A Common Stock	750	$0	20,096	D

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 option exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 5, 2024.

3. 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. This transaction was executed in multiple trades at prices ranging from $393.04 to $393.14 inclusive.

5. This transaction was executed in multiple trades at prices ranging from $396.10 to $396.39, inclusive.

6. This transaction was executed in multiple trades at prices ranging from $397.42 to $398.10, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $399.03 to $399.55, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $400.08 to $400.18 inclusive.

9. This transaction was executed in multiple trades at prices ranging from $403.66 to $404.10, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $406.46 to $407.43, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $407.47 to $408.39, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $408.57 to $409.27 inclusive.

13. This transaction was executed in multiple trades at prices ranging from $409.57 to $410.55, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $410.65 to $411.61, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $411.68 to $412.67, inclusive.

16. This transaction was executed in multiple trades at prices ranging from $412.71 to $413.70, inclusive.

17. This transaction was executed in multiple trades at prices ranging from $413.73 to $414.68, inclusive.

18. This transaction was executed in multiple trades at prices ranging from $414.73 to $415.68, inclusive.

19. This transaction was executed in multiple trades at prices ranging from $415.74 to $416.73, inclusive.

20. This transaction was executed in multiple trades at prices ranging from $416.74 to $417.73, inclusive.

21. This transaction was executed in multiple trades at prices ranging from $417.80 to $418.58, inclusive.

22. The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vested 25% on April 1, 2024 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.

23. The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vested 25% on April 1, 2025 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Mark W. Jenkins	02/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Carvana (CVNA) CFO Mark W. Jenkins report on this Form 4?

The filing shows Mark W. Jenkins had RSU tax withholding of 1,219 Class A shares, exercised stock options for 10,000, 2,000, and 750 shares, and executed multiple same-day open-market sales of Class A Common Stock, all reported as directly owned transactions.

How many Carvana Class A shares does the CFO hold after these reported transactions?

After the reported RSU tax withholding, option exercises, and subsequent sales, Mark W. Jenkins is shown as directly owning 202,817 shares of Carvana Class A Common Stock. This figure appears repeatedly as the ending ownership balance following the February 1 and February 2, 2026 transactions.

Were Carvana CFO Mark W. Jenkins’ stock sales under a Rule 10b5-1 trading plan?

Yes. A footnote states the reported option exercises and sales were effected under a Rule 10b5-1 trading plan adopted by Mark W. Jenkins on August 5, 2024. Such plans prearrange trade timing and quantities, reducing concerns about discretionary trading on nonpublic information.

What prices were involved in the Carvana (CVNA) CFO’s option exercises and stock sales?

The CFO exercised options at strike prices of $10.07, $42.03, and $51.97 per share. His open-market sales of Class A Common Stock occurred in numerous trades, with volume-weighted prices generally between about $393.04 and $418.58 per share, according to detailed transaction footnotes.

What stock options does the Carvana CFO still hold after these exercises?

After exercising options for 10,000, 2,000, and 750 shares, the filing shows remaining stock options labeled as stock options (right to buy), with post-transaction balances including 158,513, 52,703, and 20,096 derivative securities, each linked to specific vesting schedules and expiration dates extending into 2033 and 2034.