Carvana (NYSE: CVNA) CPO exercises options and sells Class A shares

Rhea-AI Filing Summary

Carvana Co. executive reports stock option exercises and share sales. Chief Product Officer Daniel J. Gill exercised stock options for 33,732 Class A shares at $10.07 and 6,268 shares at $42.03 on 12/12/2025. On the same day, he sold 37,880 shares at a volume-weighted average price of $475.20 and 2,120 shares at $476.00, both executed in multiple trades. After these transactions, he directly beneficially owns 191,106 Class A shares. Following the activity, he also holds 167,170 stock options with a $10.07 exercise price and 55,133 stock options with a $42.03 exercise price. The filing notes that the transactions were carried out under a Rule 10b5-1 trading plan adopted on December 13, 2024, and describes standard vesting schedules tied to continued service.

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
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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^*

GILL DANIEL J.

(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 Product Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		M		33,732(1)	A	$10.07	224,838	D
Class A Common Stock	12/12/2025		M		6,268(1)	A	$42.03	231,106	D
Class A Common Stock	12/12/2025		S		37,880(1)	D	$475.2(2)(3)	193,226	D
Class A Common Stock	12/12/2025		S		2,120(1)	D	$476(2)(4)	191,106	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
Stock Options (Right to Buy)	$10.07	12/12/2025		M(1)			33,732	04/01/2024(5)	02/22/2033	Class A Common Stock	33,732	$0	167,170	D
Stock Options (Right to Buy)	$42.03	12/12/2025		M(1)			6,268	04/01/2025(6)	01/24/2034	Class A Common Stock	6,268	$0	55,133	D

Explanation of Responses:

1. 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").

2. 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.

3. This transaction was executed in multiple trades at prices ranging from $475.00 to $475.91 inclusive.

4. This transaction was executed in multiple trades at prices ranging from $476.00 to $476.01 inclusive.

5. 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.

6. The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vest 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 Daniel J. Gill	12/12/2025
	** 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 insider transaction did Carvana (CVNA) disclose for December 12, 2025?

Carvana (CVNA) disclosed that Chief Product Officer Daniel J. Gill exercised stock options and sold Class A common shares on 12/12/2025, reporting both the option exercises and subsequent sales.

How many Carvana (CVNA) shares did Daniel J. Gill acquire and at what exercise prices?

Daniel J. Gill exercised options to acquire 33,732 Class A shares at an exercise price of $10.07 and 6,268 Class A shares at an exercise price of $42.03.

How many Carvana (CVNA) shares did the executive sell and at what prices?

On 12/12/2025, he sold 37,880 Class A shares at a volume-weighted average price of $475.20 and 2,120 shares at $476.00, both in multiple trades within narrow price ranges.

How many Carvana (CVNA) shares does Daniel J. Gill own after the reported transactions?

After the reported option exercises and sales, Daniel J. Gill directly beneficially owns 191,106 shares of Carvana Class A common stock.

What stock options in Carvana (CVNA) does the reporting person still hold?

Following the transactions, he holds 167,170 stock options with a $10.07 exercise price and 55,133 stock options with a $42.03 exercise price, all relating to Class A common stock.

Were the Carvana (CVNA) insider transactions under a Rule 10b5-1 trading plan?

Yes. The filing states that the option exercises and sales were effected under a Rule 10b5-1 trading plan adopted by Daniel J. Gill on December 13, 2024.

How do the Carvana (CVNA) stock options held by the executive vest?

The non-qualified stock options vest 25% on specified April 1 vesting dates and then monthly over the following three years, subject to his continued service with Carvana.