Carvana (NYSE: CVNA) COO sells 10K shares after option exercise

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

CARVANA CO. Chief Operating Officer Benjamin E. Huston reported an option exercise and related share sales in Class A Common Stock. He exercised stock options covering 10,000 shares at an exercise price of $10.07 per share, converting them into common stock.

On the same date, 4,508 shares were withheld to cover tax obligations upon vesting of restricted stock units, and a total of 10,000 shares were sold in multiple open-market transactions at prices generally between the high $290s and low $320s per share. The filing states these option exercises and sales were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on December 13, 2024. After these transactions, Huston directly holds 92,924 shares of Carvana Class A Common Stock.

Insider Trade Summary 10b5-1

Net Seller: 10,000 shares ($3,098,592)

Net Sell 24 txns

Insider HUSTON BENJAMIN E.

Role Chief Operating Officer

Sold 10,000 shs ($3.10M)

Type	Security	Shares	Price	Value
Exercise	Stock Options (Right to Buy)	10,000	$0.00	--
Tax Withholding	Class A Common Stock	4,508	$312.09	$1.41M
Exercise	Class A Common Stock	10,000	$10.07	$101K
Sale	Class A Common Stock	120	$295.99	$36K
Sale	Class A Common Stock	200	$296.75	$59K
Sale	Class A Common Stock	80	$298.91	$24K
Sale	Class A Common Stock	320	$300.43	$96K
Sale	Class A Common Stock	320	$301.62	$97K
Sale	Class A Common Stock	395	$302.69	$120K
Sale	Class A Common Stock	125	$303.96	$38K
Sale	Class A Common Stock	240	$304.92	$73K
Sale	Class A Common Stock	40	$305.76	$12K
Sale	Class A Common Stock	360	$307.30	$111K
Sale	Class A Common Stock	840	$308.47	$259K
Sale	Class A Common Stock	720	$309.45	$223K
Sale	Class A Common Stock	784	$310.61	$244K
Sale	Class A Common Stock	2,296	$311.59	$715K
Sale	Class A Common Stock	1,240	$312.59	$388K
Sale	Class A Common Stock	560	$313.60	$176K
Sale	Class A Common Stock	680	$314.53	$214K
Sale	Class A Common Stock	360	$315.66	$114K
Sale	Class A Common Stock	80	$316.30	$25K
Sale	Class A Common Stock	120	$317.98	$38K
Sale	Class A Common Stock	120	$320.86	$39K

Holdings After Transaction: Stock Options (Right to Buy) — 308,513 shares (Direct); Class A Common Stock — 92,924 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 December 13, 2024 (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 $295.55 to $296.22 inclusive. This transaction was executed in multiple trades at prices ranging from $296.55 to $297.10, inclusive. This transaction was executed in multiple trades at prices ranging from $298.46 to $299.35 inclusive. This transaction was executed in multiple trades at prices ranging from $299.86 to $300.66, inclusive. This transaction was executed in multiple trades at prices ranging from $301.00 to $301.95, inclusive. This transaction was executed in multiple trades at prices ranging from $302.16 to $303.04, inclusive. This transaction was executed in multiple trades at prices ranging from $303.28 to $304.21, inclusive. This transaction was executed in multiple trades at prices ranging from $304.32 to $305.20 inclusive. This transaction was executed in multiple trades at prices ranging from $306.94 to $307.56, inclusive. This transaction was executed in multiple trades at prices ranging from $307.98 to $308.87, inclusive. This transaction was executed in multiple trades at prices ranging from $309.06 to $309.81, inclusive. This transaction was executed in multiple trades at prices ranging from $310.07 to $311.05, inclusive. This transaction was executed in multiple trades at prices ranging from $311.08 to $312.04, inclusive. This transaction was executed in multiple trades at prices ranging from $312.16 to $313.13, inclusive. This transaction was executed in multiple trades at prices ranging from $313.16 to $314.13, inclusive. This transaction was executed in multiple trades at prices ranging from $314.16 to $315.04, inclusive. This transaction was executed in multiple trades at prices ranging from $315.18 to $316.12, inclusive. This transaction was executed in multiple trades at prices ranging from $316.19 to $316.40, inclusive. This transaction was executed in multiple trades at prices ranging from $317.48 to $318.47, inclusive. This transaction was executed in multiple trades at prices ranging from $320.49 to $321.05 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.

Key Figures

Options exercised: 10,000 shares at $10.07/share Tax withholding shares: 4,508 shares at $312.09/share Open-market sales: 10,000 shares +3 more

6 metrics

Options exercised 10,000 shares at $10.07/share Non-qualified stock options for Class A Common Stock

Tax withholding shares 4,508 shares at $312.09/share Shares withheld to cover RSU-related tax obligations

Open-market sales 10,000 shares Multiple trades in high $290s to low $320s per share

Shares held after transactions 92,924 shares Direct holdings of Carvana Class A Common Stock post-trade

Option expiration 2033-02-22 Expiration date of the exercised stock options grant

Initial option vesting 25% on April 1, 2024 Start of vesting schedule for non-qualified stock options

Key Terms

Rule 10b5-1 trading plan, restricted stock units, non-qualified stock options, volume weighted average sale price, +1 more

5 terms

Rule 10b5-1 trading plan financial

"option exercises and sales were effected pursuant to a Rule 10b5-1 trading plan"

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.

non-qualified stock options financial

"The non-qualified stock options representing the right to purchase for the exercise price"

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

volume weighted average sale price financial

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

Class A Common Stock financial

"shares of Class A Common Stock of the Issuer withheld for taxes"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 04:28 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^*

HUSTON BENJAMIN E.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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	04/01/2026		F		4,508⁽¹⁾	D	$312.09	92,924	D
Class A Common Stock	04/01/2026		M		10,000⁽²⁾	A	$10.07	102,924	D
Class A Common Stock	04/01/2026		S		120⁽²⁾	D	$295.99⁽³⁾⁽⁴⁾	102,804	D
Class A Common Stock	04/01/2026		S		200⁽²⁾	D	$296.75⁽³⁾⁽⁵⁾	102,604	D
Class A Common Stock	04/01/2026		S		80⁽²⁾	D	$298.91⁽³⁾⁽⁶⁾	102,524	D
Class A Common Stock	04/01/2026		S		320⁽²⁾	D	$300.43⁽³⁾⁽⁷⁾	102,204	D
Class A Common Stock	04/01/2026		S		320⁽²⁾	D	$301.62⁽³⁾⁽⁸⁾	101,884	D
Class A Common Stock	04/01/2026		S		395⁽²⁾	D	$302.69⁽³⁾⁽⁹⁾	101,489	D
Class A Common Stock	04/01/2026		S		125⁽²⁾	D	$303.96⁽³⁾⁽¹⁰⁾	101,364	D
Class A Common Stock	04/01/2026		S		240⁽²⁾	D	$304.92⁽³⁾⁽¹¹⁾	101,124	D
Class A Common Stock	04/01/2026		S		40⁽²⁾	D	$305.76	101,084	D
Class A Common Stock	04/01/2026		S		360⁽²⁾	D	$307.3⁽³⁾⁽¹²⁾	100,724	D
Class A Common Stock	04/01/2026		S		840⁽²⁾	D	$308.47⁽³⁾⁽¹³⁾	99,884	D
Class A Common Stock	04/01/2026		S		720⁽²⁾	D	$309.45⁽³⁾⁽¹⁴⁾	99,164	D
Class A Common Stock	04/01/2026		S		784⁽²⁾	D	$310.61⁽³⁾⁽¹⁵⁾	98,380	D
Class A Common Stock	04/01/2026		S		2,296⁽²⁾	D	$311.59⁽³⁾⁽¹⁶⁾	96,084	D
Class A Common Stock	04/01/2026		S		1,240⁽²⁾	D	$312.59⁽³⁾⁽¹⁷⁾	94,844	D
Class A Common Stock	04/01/2026		S		560⁽²⁾	D	$313.6⁽³⁾⁽¹⁸⁾	94,284	D
Class A Common Stock	04/01/2026		S		680⁽²⁾	D	$314.53⁽³⁾⁽¹⁹⁾	93,604	D
Class A Common Stock	04/01/2026		S		360⁽²⁾	D	$315.66⁽³⁾⁽²⁰⁾	93,244	D
Class A Common Stock	04/01/2026		S		80⁽²⁾	D	$316.3⁽³⁾⁽²¹⁾	93,164	D
Class A Common Stock	04/01/2026		S		120⁽²⁾	D	$317.98⁽³⁾⁽²²⁾	93,044	D
Class A Common Stock	04/01/2026		S		120⁽²⁾	D	$320.86⁽³⁾⁽²³⁾	92,924	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	04/01/2026		M⁽²⁾			10,000	04/01/2024⁽²⁴⁾	02/22/2033	Class A Common Stock	10,000	$0	308,513	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 December 13, 2024 (the "10b5-1 Plan").

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 $295.55 to $296.22 inclusive.

5. This transaction was executed in multiple trades at prices ranging from $296.55 to $297.10, inclusive.

6. This transaction was executed in multiple trades at prices ranging from $298.46 to $299.35 inclusive.

7. This transaction was executed in multiple trades at prices ranging from $299.86 to $300.66, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $301.00 to $301.95, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $302.16 to $303.04, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $303.28 to $304.21, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $304.32 to $305.20 inclusive.

12. This transaction was executed in multiple trades at prices ranging from $306.94 to $307.56, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $307.98 to $308.87, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $309.06 to $309.81, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $310.07 to $311.05, inclusive.

16. This transaction was executed in multiple trades at prices ranging from $311.08 to $312.04, inclusive.

17. This transaction was executed in multiple trades at prices ranging from $312.16 to $313.13, inclusive.

18. This transaction was executed in multiple trades at prices ranging from $313.16 to $314.13, inclusive.

19. This transaction was executed in multiple trades at prices ranging from $314.16 to $315.04, inclusive.

20. This transaction was executed in multiple trades at prices ranging from $315.18 to $316.12, inclusive.

21. This transaction was executed in multiple trades at prices ranging from $316.19 to $316.40, inclusive.

22. This transaction was executed in multiple trades at prices ranging from $317.48 to $318.47, inclusive.

23. This transaction was executed in multiple trades at prices ranging from $320.49 to $321.05 inclusive.

24. 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Benjamin E. Huston	04/03/2026
	** 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 did Carvana (CVNA) COO Benjamin Huston do in this Form 4 filing?

Carvana COO Benjamin Huston exercised stock options for 10,000 shares and sold 10,000 Class A shares. He also had 4,508 shares withheld to cover taxes from restricted stock unit vesting, all executed under a pre-arranged Rule 10b5-1 trading plan.

How many Carvana (CVNA) shares does the COO hold after these transactions?

After the reported transactions, COO Benjamin Huston directly holds 92,924 shares of Carvana Class A Common Stock. This reflects the net position following a 10,000-share option exercise, tax-withholding of 4,508 shares, and open-market sales totaling 10,000 shares.

At what price did the Carvana COO exercise his stock options?

Benjamin Huston exercised non-qualified stock options at an exercise price of $10.07 per share for 10,000 underlying shares. These options relate to Carvana Class A Common Stock and were originally scheduled to vest 25% on April 1, 2024, then monthly for three years.

What were the approximate sale prices for the Carvana (CVNA) shares sold?

The 10,000 Carvana shares sold were executed in multiple trades with prices generally ranging from the high $290s to low $320s per share. Each sale is reported with a volume-weighted average price and detailed price ranges noted in the transaction footnotes.

Were the Carvana COO’s trades made under a Rule 10b5-1 trading plan?

Yes. The filing states the reported option exercises and related sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Benjamin Huston on December 13, 2024. Such plans pre-schedule trades, indicating the timing was arranged in advance rather than discretionary.

Why were 4,508 Carvana shares withheld in this Form 4 filing?

The 4,508 withheld shares represent Carvana Class A stock used to satisfy tax obligations on vesting restricted stock units. Instead of paying cash, shares from RSU vesting were retained to cover the related tax liability, a common non-market transaction in equity compensation.