Carvana CEO RSU vesting and tax share withholding

Carvana Co. Chief Executive Officer Ernest C. Garcia III reported vesting of performance-based restricted stock units and related tax withholding.

Rhea-AI Filing Summary

Carvana Co. Chief Executive Officer Ernest C. Garcia III reported vesting of performance-based restricted stock units and related tax withholding. On April 29, 2026, 22,412 shares of Class A Common Stock were acquired at no cost upon vesting of RSUs granted on January 24, 2024.

The filing also shows 9,268 shares of Class A Common Stock withheld to cover taxes due at vesting, a non-market disposition that did not involve an open-market sale. After these transactions, Garcia directly holds 923,489 Class A shares, in addition to indirect holdings through the Ernest Irrevocable 2004 Trust III and the Ernest C. Garcia III Multi-Generational Trust III.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider GARCIA ERNEST C. III

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	22,412	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	9,268	$396.59	$3.68M
holding	Class A Common Stock	--	--	--
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 923,489 shares (Direct); Class A Common Stock — 450,000 shares (Indirect, Ernest C. Garcia III Multi-Generational Trust III); Class A Common Stock — 350,000 shares (Indirect, Ernest Irrevocable 2004 Trust III)

Footnotes (4)

1. F1. Represents restricted stock units ("RSUs") granted on January 24, 2024 under the Reporting Person's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Person, dated January 24, 2024. The performance condition for the RSUs reported herein has been met, and all RSUs reported herein vested on April 29, 2026.
2. F2. Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of RSUs under the Performance Restricted Stock Unit Award Agreement.
3. F3. These shares of Class A common stock are held directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Multi-Generational Trust.
4. F4. These shares of Class A common stock are held directly by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Irrevocable Trust.

Key Figures

RSU shares vested: 22,412 shares Shares withheld for taxes: 9,268 shares Direct holdings after transactions: 932,757 shares +3 more

6 metrics

RSU shares vested 22,412 shares Performance RSUs granted January 24, 2024; vested April 29, 2026

Shares withheld for taxes 9,268 shares Withheld upon RSU vesting on April 29, 2026

Direct holdings after transactions 932,757 shares Class A Common Stock directly held by Garcia after April 29, 2026

Irrevocable Trust holdings 350,000 shares Class A shares held by Ernest Irrevocable 2004 Trust III

Multi-Generational Trust holdings 450,000 shares Class A shares held by Ernest C. Garcia III Multi-Generational Trust III

Tax withholding reference price $396.59 per share Price used for 9,268-share tax withholding disposition

Key Terms

restricted stock units ("RSUs"), Performance Restricted Stock Unit Award Agreement, vested, withheld for taxes, +2 more

6 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") granted on January 24, 2024 under the Reporting Person's Performance Restricted Stock Unit Award Agreement"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Performance Restricted Stock Unit Award Agreement financial

"under the Reporting Person's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Person, dated January 24, 2024"

vested financial

"The performance condition for the RSUs reported herein has been met, and all RSUs reported herein vested on April 29, 2026"

withheld for taxes financial

"Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of RSUs"

Investment Trustee financial

"The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Multi-Generational Trust."

Co-Administrative Trustee financial

"The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Irrevocable Trust."

FAQ

What insider equity activity did Carvana (CVNA) report for CEO Ernest C. Garcia III?

Carvana reported that CEO Ernest C. Garcia III had performance-based RSUs vest into 22,412 shares of Class A Common Stock and 9,268 shares withheld to cover taxes. These events reflect compensation-related equity activity rather than open-market stock purchases or sales.

How many Carvana (CVNA) shares does Ernest C. Garcia III hold directly after this Form 4?

After the reported RSU vesting and tax withholding, Ernest C. Garcia III directly holds 932,757 shares of Carvana Class A Common Stock. This total reflects 22,412 newly vested shares offset by 9,268 shares withheld for tax obligations at vesting.

Were any of the Carvana (CVNA) CEO’s reported share dispositions open-market sales?

No, the Form 4 describes a disposition of 9,268 shares as tax withholding upon RSU vesting, not as an open-market sale. The shares were delivered to satisfy tax liabilities tied to performance-based restricted stock units that vested on April 29, 2026.

What performance-based RSUs vested for Carvana (CVNA) CEO Ernest C. Garcia III?

The filing states that performance-based RSUs granted on January 24, 2024 vested in full on April 29, 2026 after meeting their performance condition. These RSUs converted into 22,412 shares of Carvana Class A Common Stock credited to Garcia at no purchase price.

What indirect Carvana (CVNA) holdings are associated with trusts for Ernest C. Garcia III?

The Form 4 lists 350,000 Carvana Class A shares held by the Ernest Irrevocable 2004 Trust III and 450,000 shares held by the Ernest C. Garcia III Multi-Generational Trust III. Garcia is identified as Investment Trustee and Co-Administrative Trustee for both trusts.

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Accepted by SEC EDGAR 05/01/2026 - 07:01 PM Learn about SEC filing dates

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^*

GARCIA ERNEST C. III

(Last) (First) (Middle)

C/O CARVANA CO.

300 E. RIO SALADO PARKWAY

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

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	04/29/2026		A		22,412(1)	A	$0	932,757	D
Class A Common Stock	04/29/2026		F		9,268(2)	D	$396.59	923,489	D
Class A Common Stock								450,000	I	Ernest C. Garcia III Multi-Generational Trust III(3)
Class A Common Stock								350,000	I	Ernest Irrevocable 2004 Trust III(4)

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 restricted stock units ("RSUs") granted on January 24, 2024 under the Reporting Person's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Person, dated January 24, 2024. The performance condition for the RSUs reported herein has been met, and all RSUs reported herein vested on April 29, 2026.

2. Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of RSUs under the Performance Restricted Stock Unit Award Agreement.

3. These shares of Class A common stock are held directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Multi-Generational Trust.

4. These shares of Class A common stock are held directly by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). The Reporting Person is the Investment Trustee and Co-Administrative Trustee of the Irrevocable Trust.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	05/01/2026
	** 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)