Carvana (CVNA) executive Breaux nets shares after RSU vesting and tax withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

CARVANA CO. executive Paul W. Breaux reported routine equity compensation activity involving the company’s Class A Common Stock. On April 29, 2026, he received an award of 14,096 shares at a stated price of $0.00 per share, reflecting the vesting of previously granted performance-based restricted stock units after the performance condition was met.

To cover tax obligations triggered by this vesting, 5,829 shares were withheld by the issuer at a value of $396.59 per share, recorded as a tax-withholding disposition rather than an open-market sale. After these transactions, Breaux directly owned 78,514 shares of Carvana’s Class A Common Stock, indicating a net increase in his equity position from this compensation event.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider BREAUX PAUL W.

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	14,096	$0.00	--
Tax Withholding	Class A Common Stock	5,829	$396.59	$2.31M

Holdings After Transaction: Class A Common Stock — 78,514 shares (Direct, null)

Footnotes (1)

Represents restricted stock units ("RSUs") granted on January 24, 2024 under the Reporting Person's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Person, dated January 24, 2024. The performance condition for the RSUs reported herein has been met, and all RSUs reported herein vested on April 29, 2026. Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of RSUs under the Performance Restricted Stock Unit Award Agreement.

Key Figures

RSU shares vested: 14,096 shares Tax-withheld shares: 5,829 shares Withholding share value: $396.59 per share +2 more

5 metrics

RSU shares vested 14,096 shares Performance RSUs vested on April 29, 2026

Tax-withheld shares 5,829 shares Shares withheld for taxes at vesting

Withholding share value $396.59 per share Value used for tax-withheld shares

Post-transaction holdings 78,514 shares Class A Common Stock held directly after transactions

Pre-grant holdings estimate 63,418 shares Holdings implied before 14,096-share award and 5,829-share withholding

Key Terms

restricted stock units ("RSUs"), Performance Restricted Stock Unit Award Agreement, tax-withholding disposition, grant/award acquisition, +1 more

5 terms

restricted stock units ("RSUs") financial

"Represents restricted stock units ("RSUs") granted on January 24, 2024 under the Reporting Person's Performance Restricted Stock Unit Award Agreement"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Performance Restricted Stock Unit Award Agreement financial

"under the Reporting Person's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Person, dated January 24, 2024"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

Class A Common Stock financial

"Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of RSUs"

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 →

05/01/2026 - 07:01 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^*

BREAUX PAUL W.

(Last)

(First)

(Middle)

C/O CARVANA CO.

300 E. RIO SALADO PKWY

(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)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026

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	04/29/2026		A		14,096⁽¹⁾	A	$0	78,514	D
Class A Common Stock	04/29/2026		F		5,829⁽²⁾	D	$396.59	72,685	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)

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted on January 24, 2024 under the Reporting Person's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Person, dated January 24, 2024. The performance condition for the RSUs reported herein has been met, and all RSUs reported herein vested on April 29, 2026.

2. Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of RSUs under the Performance Restricted Stock Unit Award Agreement.

Remarks:

Vice President, General Counsel, & Secretary

	/s/ Paul Breaux	05/01/2026
	** 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) executive Paul W. Breaux report in this Form 4?

Paul W. Breaux reported a vesting-related equity compensation event. He received 14,096 shares of Carvana Class A Common Stock from performance-based RSUs, with a portion of those shares withheld to satisfy tax obligations arising from the vesting.

How many Carvana (CVNA) shares did Paul W. Breaux acquire and at what price?

Breaux acquired 14,096 shares of Carvana Class A Common Stock at a stated price of $0.00 per share. These shares represent vested performance-based restricted stock units, reflecting compensation rather than an open-market purchase transaction at a cash purchase price.

Why were 5,829 Carvana (CVNA) shares disposed of in this filing?

The 5,829 shares were withheld to cover taxes upon vesting of restricted stock units. This tax-withholding disposition is recorded with code “F” and does not represent an open-market sale, but rather shares delivered to satisfy the reporting person’s tax liability.

What triggered the vesting of Paul W. Breaux’s Carvana (CVNA) RSUs?

The vesting occurred after the performance condition in Breaux’s Performance Restricted Stock Unit Award Agreement dated January 24, 2024 was met. All RSUs reported in this filing vested on April 29, 2026, converting into shares of Class A Common Stock at that time.

How many Carvana (CVNA) shares does Paul W. Breaux hold after these transactions?

Following the grant and tax withholding, Breaux directly holds 78,514 shares of Carvana Class A Common Stock. This post-transaction figure reflects his updated equity position after the performance-based RSUs vested and the company withheld shares to cover associated tax obligations.

Does this Carvana (CVNA) Form 4 show any open-market buying or selling?

No open-market purchases or sales are reported. The filing shows a grant of 14,096 shares from vested performance RSUs and a disposition of 5,829 shares solely for tax withholding, which differs from discretionary market trading activity in Carvana stock.