CVNA Insider: 10,000 Shares Sold by COO, 1,219 Withheld for Taxes

Rhea-AI Filing Summary

Benjamin E. Huston, Chief Operating Officer of Carvana Co. (CVNA), reported a tax withholding and a series of preplanned sales under a Rule 10b5-1 plan. On 09/01/2025 1,219 shares were withheld to satisfy taxes upon RSU vesting. On 09/02/2025 the reporting person sold 10,000 shares in multiple trades executed under a 10b5-1 plan adopted December 13, 2024, at volume-weighted average prices reported between $356.84 and $369.18 across the transactions. Following these transactions, the filing shows 104,416 shares of Class A common stock beneficially owned by the reporting person.

Positive

• Sales were executed under a Rule 10b5-1 plan, indicating preplanned, documented trading
• Tax withholding for RSUs (1,219 shares) was disclosed, showing standard compensation-related activity
• Reporting includes VWAP and price ranges for tranches, providing execution transparency
• Reporting person retains 104,416 shares after the transactions, preserving a significant ownership stake

Negative

• 10,000 shares sold on 09/02/2025, a sizable absolute sale that reduced the reported holding
• Aggregate disposition reduced holdings from 114,416 to 104,416 shares, representing a material decrease in position

Insights

Securities Analyst

TL;DR: Insider sold shares under a pre-established 10b5-1 plan and withheld shares for taxes; ownership remains six figures.

The transactions are structured and documented: 1,219 shares were withheld for taxes upon RSU vesting and 10,000 shares were sold on 09/02/2025 pursuant to a 10b5-1 trading plan adopted 12/13/2024. The filing discloses volume-weighted average prices and ranges for each tranche of sales, which helps verify execution. From an investor-disclosure perspective, these are routine insider liquidity events with transparency due to the 10b5-1 plan, and the officer continues to hold a meaningful position of 104,416 Class A shares after the trades.

Corporate Governance Expert

TL;DR: Preplanned sales and tax-withholding are compliant disclosures; no evidence of opportunistic trading outside a plan.

The Form 4 clearly identifies the sales as executed pursuant to an adopted Rule 10b5-1 plan, which provides an affirmative defense to insider trading claims when properly implemented. The filer also documents withholding of shares for tax obligations upon RSU vesting. The level of disclosure, including VWAPs and trade ranges, supports regulatory compliance and provides investors with necessary context about the insider's transactions.

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).

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 AZ 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 Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/01/2025		F		1,219(1)	D	$371.92	114,416	D
Class A Common Stock	09/02/2025		S		300(2)	D	$357.16(3)	114,116	D
Class A Common Stock	09/02/2025		S		200(2)	D	$358.39(4)	113,916	D
Class A Common Stock	09/02/2025		S		726(2)	D	$359.43(5)	113,190	D
Class A Common Stock	09/02/2025		S		374(2)	D	$360.56(6)	112,816	D
Class A Common Stock	09/02/2025		S		600(2)	D	$361.95(7)	112,216	D
Class A Common Stock	09/02/2025		S		902(2)	D	$363.45(8)	111,314	D
Class A Common Stock	09/02/2025		S		900(2)	D	$364.52(9)	110,414	D
Class A Common Stock	09/02/2025		S		1,600(2)	D	$365.69(10)	108,814	D
Class A Common Stock	09/02/2025		S		3,241(2)	D	$366.58(11)	105,573	D
Class A Common Stock	09/02/2025		S		809(2)	D	$367.58(12)	104,764	D
Class A Common Stock	09/02/2025		S		348(2)	D	$368.77(13)	104,416	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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 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. This transaction was executed in multiple trades at prices ranging from $356.84 to $357.81, inclusive. 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 $358.04 to $358.73, inclusive. 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 $359.05 to $360.02 inclusive. 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.

6. This transaction was executed in multiple trades at prices ranging from $360.05 to $361.02, inclusive. 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.

7. This transaction was executed in multiple trades at prices ranging from $361.62 to $362.29, inclusive. 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.

8. This transaction was executed in multiple trades at prices ranging from $362.94 to $363.93, inclusive. 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.

9. This transaction was executed in multiple trades at prices ranging from $364.09 to $364.94, inclusive. 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.

10. This transaction was executed in multiple trades at prices ranging from $365.11 to $366.07, inclusive. 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.

11. This transaction was executed in multiple trades at prices ranging from $366.13 to $367.11, inclusive. 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.

12. This transaction was executed in multiple trades at prices ranging from $367.13 to $368.05, inclusive. 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.

13. This transaction was executed in multiple trades at prices ranging from $368.56 to $369.18, inclusive. 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Benjamin E. Huston	09/03/2025
	** 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.

FAQ

What transactions did Benjamin E. Huston (CVNA) report on this Form 4?

Answer: A withholding of 1,219 shares for taxes on 09/01/2025 and sales of 10,000 shares on 09/02/2025 executed under a Rule 10b5-1 plan.

Were the sales by the CVNA reporting person part of a 10b5-1 trading plan?

Answer: Yes. The filing states the sales were effected pursuant to a 10b5-1 plan adopted on December 13, 2024.

How many shares does the reporting person own after the transactions?

Answer: The Form 4 reports 104,416 shares of Class A common stock beneficially owned following the reported transactions.

What prices were these sales executed at?

Answer: The filing provides volume-weighted average prices and trade ranges for each tranche; overall execution prices ranged roughly between $356.84 and $369.18 across the reported sales.

What was the tax-related transaction reported on the Form 4?

Answer: On 09/01/2025, 1,219 Class A shares were withheld to cover taxes upon vesting of restricted stock units.