STOCK TITAN

Carvana (CVNA) COO Huston exercises options and sells 50,000 shares under 10b5-1 plan

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Carvana Co. Chief Operating Officer Benjamin E. Huston reported an exercise-and-sell transaction in Class A Common Stock. He exercised options for 50,000 shares at an exercise price of $2.01 per share and sold 50,000 shares in open-market trades on June 1, 2026.

The sales occurred in three tranches at reported prices of $69.72, $70.78, and $71.25 per share, executed under a pre-arranged Rule 10b5-1 trading plan. An additional 7,016 shares were withheld to cover tax obligations upon vesting of restricted stock units, which is not an open-market sale.

Following these transactions, Huston directly holds 515,769 shares of Carvana Class A Common Stock. The filing shows no remaining derivative option position related to this specific 50,000-share grant after exercise.

Positive

  • None.

Negative

  • None.
Insider HUSTON BENJAMIN E.
Role Chief Operating Officer
Sold 50,000 shs ($3.52M)
Type Security Shares Price Value
Exercise Stock Options (Right to Buy) 50,000 $0.00 --
Tax Withholding Class A Common Stock 7,016 $71.00 $498K
Exercise Class A Common Stock 50,000 $2.01 $100K
Sale Class A Common Stock 19,105 $69.72 $1.33M
Sale Class A Common Stock 29,071 $70.78 $2.06M
Sale Class A Common Stock 1,824 $71.25 $130K
Holdings After Transaction: Stock Options (Right to Buy) — 1,442,565 shares (Direct, null); Class A Common Stock — 515,769 shares (Direct, null)
Footnotes (1)
  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 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 $69.15 to $70.14 inclusive. This transaction was executed in multiple trades at prices ranging from $70.15 to $71.15 inclusive. This transaction was executed in multiple trades at prices ranging from $71.15 to $72.02 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.
Shares sold 50,000 shares Open-market sales of Class A Common Stock on June 1, 2026
Sale prices $69.72, $70.78, $71.25 per share Reported transaction prices for three sale tranches
Options exercised 50,000 shares at $2.01/share Non-qualified stock option exercise into Class A Common Stock
Tax withholding shares 7,016 shares Shares withheld to cover taxes on RSU vesting
Post-transaction holdings 515,769 shares Direct Class A Common Stock held after transactions
10b5-1 plan adoption date December 13, 2024 Date Huston adopted trading plan governing these trades
Stock split 5-for-1 forward split All amounts adjusted for split conducted on May 7, 2026
Option expiration February 22, 2033 Expiration date of the exercised stock options
Rule 10b5-1 trading plan regulatory
"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"
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
"shares of Class A Common Stock ... 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"
non-qualified stock options financial
"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"
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.
forward stock split financial
"All amounts reflect the five for one forward stock split conducted by the issuer on May 7, 2026"
A forward stock split is when a company increases the number of its shares by dividing each existing share into smaller parts. This makes the stock price lower and more affordable for investors, similar to splitting a pizza into more slices so everyone can get a smaller piece. It doesn't change the company's total value, just how it's divided among shareholders.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
SEC Form 4
FORM 4UNITED 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).
X
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Operating Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock06/01/2026F7,016(1)D$71515,769(2)D
Class A Common Stock06/01/2026M50,000(3)A$2.01565,769(2)D
Class A Common Stock06/01/2026S19,105(3)D$69.72(4)(5)546,664(2)D
Class A Common Stock06/01/2026S29,071(3)D$70.78(4)(6)517,593(2)D
Class A Common Stock06/01/2026S1,824(3)D$71.25(4)(7)515,769(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy)$2.0106/01/2026M(3)50,00004/01/2024(8)02/22/2033Class A Common Stock50,000$01,442,565(2)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. All amounts reflect the five for one forward stock split conducted by the issuer on May 7, 2026.
3. 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").
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 $69.15 to $70.14 inclusive.
6. This transaction was executed in multiple trades at prices ranging from $70.15 to $71.15 inclusive.
7. This transaction was executed in multiple trades at prices ranging from $71.15 to $72.02 inclusive.
8. 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. Huston06/03/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transactions did Carvana (CVNA) COO Benjamin Huston report?

Benjamin Huston reported exercising options for 50,000 Carvana shares and selling 50,000 shares in open-market transactions on June 1, 2026. The filing also shows tax-related withholding of 7,016 shares from restricted stock unit vesting.

At what prices did Carvana (CVNA) COO Benjamin Huston sell shares?

Huston’s reported Carvana share sales occurred at prices of $69.72, $70.78, and $71.25 per share. The filing notes these trades were executed in multiple transactions, with prices disclosed as volume-weighted averages across the reported ranges.

How many Carvana (CVNA) shares does COO Benjamin Huston hold after the Form 4?

After the reported transactions, Benjamin Huston directly holds 515,769 shares of Carvana Class A Common Stock. This figure reflects the option exercise, subsequent sales of 50,000 shares, and the 7,016 shares withheld to cover tax obligations on vested restricted stock units.

Were Benjamin Huston’s Carvana (CVNA) share sales under a Rule 10b5-1 plan?

Yes. The Form 4 footnotes state that the option exercises and related Carvana share sales were effected under a Rule 10b5-1 trading plan adopted on December 13, 2024. Such plans pre-schedule trades, indicating the transactions were planned in advance.

What stock options did Carvana (CVNA) COO Benjamin Huston exercise?

Huston exercised non-qualified stock options for 50,000 shares of Carvana Class A Common Stock at a $2.01 exercise price. The options vested 25% on April 1, 2024, with monthly vesting thereafter for three years, conditioned on his continued service with Carvana.

Why were 7,016 Carvana (CVNA) shares withheld from Benjamin Huston?

The filing explains that 7,016 Carvana shares were withheld to satisfy tax obligations upon vesting of restricted stock units. This F-code transaction is a tax-withholding disposition, meaning the shares were not sold on the open market but used to cover payroll taxes.