Were the CVNA share sales under a 10b5-1 plan?

Yes. The filing states the option exercises and sales were effected under a Rule 10b5‑1 trading plan adopted August 5, 2024.

CVNA CFO trades under 10b5-1 plan; post-trade ownership 206,142

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Carvana (CVNA) CFO Mark W. Jenkins reported insider transactions. On 11/01/2025, 1,220 Class A shares were withheld for taxes at $306.54. On 11/03/2025, he exercised stock options for 10,000 shares at $10.07, 2,000 at $42.03, and 750 at $51.97, then executed multiple open‑market sales.

Sales on 11/03/2025 were made in numerous trades with volume‑weighted average prices across disclosed ranges from $303.98 to $334.52, pursuant to a Rule 10b5‑1 plan adopted August 5, 2024. Following these transactions, beneficial ownership was 206,142 Class A shares (direct).

Insights

Routine Form 4: option exercises and scheduled sales.

The CFO exercised vested options at strike prices of $10.07, $42.03, and $51.97 on 11/03/2025, and sold shares in multiple trades with disclosed price ranges. A prior tax withholding of 1,220 shares at $306.54 occurred on 11/01/2025.

The filing states the exercises and sales were made under a Rule 10b5‑1 plan adopted on August 5, 2024, indicating pre‑arranged trading. Post‑transaction direct beneficial ownership is 206,142 Class A shares. This is administratively informative and does not, by itself, alter the company’s operating outlook.

Insider Trade Summary

Net Seller: 12,750 shares ($4,122,764)

Net Sell 33 txns

Insider JENKINS MARK W.

Role Chief Financial Officer

Sold 12,750 shs ($4.12M)

Type	Security	Shares	Price	Value
Exercise	Stock Options (Right to Buy)	10,000	$0.00	--
Exercise	Stock Options (Right to Buy)	2,000	$0.00	--
Exercise	Stock Options (Right to Buy)	750	$0.00	--
Exercise	Class A Common Stock	10,000	$10.07	$101K
Exercise	Class A Common Stock	2,000	$42.03	$84K
Exercise	Class A Common Stock	750	$51.97	$39K
Sale	Class A Common Stock	120	$304.34	$37K
Sale	Class A Common Stock	750	$305.00	$229K
Sale	Class A Common Stock	40	$306.33	$12K
Sale	Class A Common Stock	320	$308.48	$99K
Sale	Class A Common Stock	280	$309.74	$87K
Sale	Class A Common Stock	440	$310.89	$137K
Sale	Class A Common Stock	240	$311.96	$75K
Sale	Class A Common Stock	480	$312.91	$150K
Sale	Class A Common Stock	280	$314.51	$88K
Sale	Class A Common Stock	263	$315.84	$83K
Sale	Class A Common Stock	212	$316.73	$67K
Sale	Class A Common Stock	200	$317.82	$64K
Sale	Class A Common Stock	40	$318.60	$13K
Sale	Class A Common Stock	340	$320.38	$109K
Sale	Class A Common Stock	120	$321.05	$39K
Sale	Class A Common Stock	200	$324.02	$65K
Sale	Class A Common Stock	689	$325.06	$224K
Sale	Class A Common Stock	1,160	$326.06	$378K
Sale	Class A Common Stock	1,400	$326.99	$458K
Sale	Class A Common Stock	1,256	$328.20	$412K
Sale	Class A Common Stock	845	$329.24	$278K
Sale	Class A Common Stock	1,236	$330.11	$408K
Sale	Class A Common Stock	280	$331.31	$93K
Sale	Class A Common Stock	359	$332.57	$119K
Sale	Class A Common Stock	1,080	$333.70	$360K
Sale	Class A Common Stock	120	$334.31	$40K
Tax Withholding	Class A Common Stock	1,220	$306.54	$374K

Holdings After Transaction: Stock Options (Right to Buy) — 188,513 shares (Direct); Class A Common Stock — 216,142 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 August 5, 2024. 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 $303.98 to $304.52, inclusive. This transaction was executed in multiple trades at prices ranging from $308.00 to $308.86, inclusive. This transaction was executed in multiple trades at prices ranging from $309.42 to $310.17, inclusive. This transaction was executed in multiple trades at prices ranging from $310.53 to $311.43, inclusive. This transaction was executed in multiple trades at prices ranging from $311.53 to $312.46, inclusive. This transaction was executed in multiple trades at prices ranging from $312.53 to $313.35, inclusive. This transaction was executed in multiple trades at prices ranging from $314.00 to $314.99, inclusive. This transaction was executed in multiple trades at prices ranging from $315.33 to $316.30, inclusive. This transaction was executed in multiple trades at prices ranging from $316.37 to $317.23, inclusive. This transaction was executed in multiple trades at prices ranging from $317.41 to $318.06, inclusive. This transaction was executed in multiple trades at prices ranging from $319.83 to $320.78, inclusive. This transaction was executed in multiple trades at prices ranging from $320.83 to $321.22, inclusive. This transaction was executed in multiple trades at prices ranging from $323.39 to $324.37, inclusive. This transaction was executed in multiple trades at prices ranging from $324.56 to $325.50, inclusive. This transaction was executed in multiple trades at prices ranging from $325.56 to $326.47, inclusive. This transaction was executed in multiple trades at prices ranging from $326.60 to $327.56 inclusive. This transaction was executed in multiple trades at prices ranging from $327.71 to $328.70, inclusive. This transaction was executed in multiple trades at prices ranging from $328.75 to $329.74, inclusive. This transaction was executed in multiple trades at prices ranging from $329.85 to $330.77, inclusive. This transaction was executed in multiple trades at prices ranging from $331.09 to $331.80, inclusive. This transaction was executed in multiple trades at prices ranging from $332.10 to $333.05, inclusive. This transaction was executed in multiple trades at prices ranging from $333.15 to $334.08, inclusive. This transaction was executed in multiple trades at prices ranging from $334.17 to $334.52, 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. 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, 2025 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.

Form 4 Insider Transactions: What Each Field Means →

11/04/2025 - 05:47 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^*

JENKINS MARK W.

(Last)

(First)

(Middle)

C/O CARVANA CO.

300 E. RIO SALADO PKWY

(Street)

TEMPE

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2025

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)
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	11/01/2025		F		1,220⁽¹⁾	D	$306.54	206,142	D
Class A Common Stock	11/03/2025		M		10,000⁽²⁾	A	$10.07	216,142	D
Class A Common Stock	11/03/2025		M		2,000⁽²⁾	A	$42.03	218,142	D
Class A Common Stock	11/03/2025		M		750⁽²⁾	A	$51.97	218,892	D
Class A Common Stock	11/03/2025		S⁽²⁾		120	D	$304.34⁽³⁾⁽⁴⁾	218,772	D
Class A Common Stock	11/03/2025		S⁽²⁾		750	D	$305	218,022	D
Class A Common Stock	11/03/2025		S⁽²⁾		40	D	$306.33	217,982	D
Class A Common Stock	11/03/2025		S⁽²⁾		320	D	$308.48⁽³⁾⁽⁵⁾	217,662	D
Class A Common Stock	11/03/2025		S⁽²⁾		280	D	$309.74⁽³⁾⁽⁶⁾	217,382	D
Class A Common Stock	11/03/2025		S⁽²⁾		440	D	$310.89⁽³⁾⁽⁷⁾	216,942	D
Class A Common Stock	11/03/2025		S⁽²⁾		240	D	$311.96⁽³⁾⁽⁸⁾	216,702	D
Class A Common Stock	11/03/2025		S⁽²⁾		480	D	$312.91⁽³⁾⁽⁹⁾	216,222	D
Class A Common Stock	11/03/2025		S⁽²⁾		280	D	$314.51⁽³⁾⁽¹⁰⁾	215,942	D
Class A Common Stock	11/03/2025		S⁽²⁾		263	D	$315.84⁽³⁾⁽¹¹⁾	215,679	D
Class A Common Stock	11/03/2025		S⁽²⁾		212	D	$316.73⁽³⁾⁽¹²⁾	215,467	D
Class A Common Stock	11/03/2025		S⁽²⁾		200	D	$317.82⁽³⁾⁽¹³⁾	215,267	D
Class A Common Stock	11/03/2025		S⁽²⁾		40	D	$318.6	215,227	D
Class A Common Stock	11/03/2025		S⁽²⁾		340	D	$320.38⁽³⁾⁽¹⁴⁾	214,887	D
Class A Common Stock	11/03/2025		S⁽²⁾		120	D	$321.05⁽³⁾⁽¹⁵⁾	214,767	D
Class A Common Stock	11/03/2025		S⁽²⁾		200	D	$324.02⁽³⁾⁽¹⁶⁾	214,567	D
Class A Common Stock	11/03/2025		S⁽²⁾		689	D	$325.06⁽³⁾⁽¹⁷⁾	213,878	D
Class A Common Stock	11/03/2025		S⁽²⁾		1,160	D	$326.06⁽³⁾⁽¹⁸⁾	212,718	D
Class A Common Stock	11/03/2025		S⁽²⁾		1,400	D	$326.99⁽³⁾⁽¹⁹⁾	211,318	D
Class A Common Stock	11/03/2025		S⁽²⁾		1,256	D	$328.2⁽³⁾⁽²⁰⁾	210,062	D
Class A Common Stock	11/03/2025		S⁽²⁾		845	D	$329.24⁽³⁾⁽²¹⁾	209,217	D
Class A Common Stock	11/03/2025		S⁽²⁾		1,236	D	$330.11⁽³⁾⁽²²⁾	207,981	D
Class A Common Stock	11/03/2025		S⁽²⁾		280	D	$331.31⁽³⁾⁽²³⁾	207,701	D
Class A Common Stock	11/03/2025		S⁽²⁾		359	D	$332.57⁽³⁾⁽²⁴⁾	207,342	D
Class A Common Stock	11/03/2025		S⁽²⁾		1,080	D	$333.7⁽³⁾⁽²⁵⁾	206,262	D
Class A Common Stock	11/03/2025		S⁽²⁾		120	D	$334.31⁽³⁾⁽²⁶⁾	206,142	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	11/03/2025		M⁽²⁾			10,000	04/01/2024⁽²⁷⁾	02/22/2033	Class A Common Stock	10,000	$0	188,513	D
Stock Options (Right to Buy)	$42.03	11/03/2025		M⁽²⁾			2,000	04/01/2025⁽²⁸⁾	01/24/2034	Class A Common Stock	2,000	$0	58,703	D
Stock Options (Right to Buy)	$51.97	11/03/2025		M⁽²⁾			750	04/01/2025⁽²⁸⁾	02/13/2034	Class A Common Stock	750	$0	22,346	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 August 5, 2024.

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 $303.98 to $304.52, inclusive.

5. This transaction was executed in multiple trades at prices ranging from $308.00 to $308.86, inclusive.

6. This transaction was executed in multiple trades at prices ranging from $309.42 to $310.17, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $310.53 to $311.43, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $311.53 to $312.46, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $312.53 to $313.35, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $314.00 to $314.99, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $315.33 to $316.30, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $316.37 to $317.23, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $317.41 to $318.06, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $319.83 to $320.78, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $320.83 to $321.22, inclusive.

16. This transaction was executed in multiple trades at prices ranging from $323.39 to $324.37, inclusive.

17. This transaction was executed in multiple trades at prices ranging from $324.56 to $325.50, inclusive.

18. This transaction was executed in multiple trades at prices ranging from $325.56 to $326.47, inclusive.

19. This transaction was executed in multiple trades at prices ranging from $326.60 to $327.56 inclusive.

20. This transaction was executed in multiple trades at prices ranging from $327.71 to $328.70, inclusive.

21. This transaction was executed in multiple trades at prices ranging from $328.75 to $329.74, inclusive.

22. This transaction was executed in multiple trades at prices ranging from $329.85 to $330.77, inclusive.

23. This transaction was executed in multiple trades at prices ranging from $331.09 to $331.80, inclusive.

24. This transaction was executed in multiple trades at prices ranging from $332.10 to $333.05, inclusive.

25. This transaction was executed in multiple trades at prices ranging from $333.15 to $334.08, inclusive.

26. This transaction was executed in multiple trades at prices ranging from $334.17 to $334.52, inclusive.

27. 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.

28. 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, 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 Mark W. Jenkins	11/04/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Carvana (CVNA) disclose in this Form 4?

The CFO reported option exercises on 11/03/2025 and multiple open‑market sales, plus a 1,220‑share tax withholding on 11/01/2025.

How many CVNA options did the CFO exercise and at what prices?

He exercised 10,000 shares at $10.07, 2,000 at $42.03, and 750 at $51.97 on 11/03/2025.

What prices were the CVNA shares sold for on 11/03/2025?

Sales occurred in multiple trades with volume‑weighted average prices across ranges from $303.98 to $334.52.

How many CVNA shares does the CFO own after these transactions?

Direct beneficial ownership following the reported transactions is 206,142 Class A shares.

What was the purpose of the 1,220 CVNA shares on 11/01/2025?

They were withheld to cover taxes upon RSU vesting, per the filing’s explanation.