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Carvana (CVNA) executive RSU award vests; shares withheld to pay taxes

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

Rhea-AI Filing Summary

Carvana Co. executive Taira Thomas, President, Special Projects, reported compensation-related share activity in Class A Common Stock. On April 29, 2026, performance-based restricted stock units granted on January 24, 2024 vested, resulting in an award of 14,099 shares. On the same date, 5,830 shares were withheld to cover taxes upon vesting. After these non-market transactions, Thomas directly held 72,663 shares of Carvana Class A Common Stock.

Positive

  • None.

Negative

  • None.
Insider Taira Thomas
Role President, Special Projects
Type Security Shares Price Value
Grant/Award Class A Common Stock 14,099 $0.00 --
Tax Withholding Class A Common Stock 5,830 $396.59 $2.31M
Holdings After Transaction: Class A Common Stock — 72,663 shares (Direct, null)
Footnotes (1)
  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.
RSU shares vested 14,099 shares Performance-based RSUs vested on April 29, 2026
Shares withheld for taxes 5,830 shares Withheld upon RSU vesting to satisfy tax liability
Post-transaction holdings 72,663 shares Class A Common Stock held directly after transactions
Tax withholding reference price $396.59 per share Value used for 5,830-share tax-withholding disposition
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"
taxes upon vesting financial
"Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of RSUs"
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 →
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).
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*
Taira Thomas
(Last)(First)(Middle)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, Special Projects
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2026		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 Stock04/29/2026A14,099(1)A$072,663D
Class A Common Stock04/29/2026F5,830(2)D$396.5966,833D
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
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:
/s/ Paul Breaux, by Power of Attorney for Thomas Taira05/01/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Carvana (CVNA) executive Taira Thomas report in this Form 4?

Taira Thomas reported compensation-related share activity, not an open-market trade. RSUs granted in January 2024 vested into 14,099 shares of Class A Common Stock, and 5,830 shares were withheld to cover taxes, leaving Thomas with 72,663 directly held shares.

Were any Carvana (CVNA) shares bought or sold on the open market in this filing?

No open-market purchases or sales were reported. The filing shows an RSU grant vesting and a tax-withholding disposition, where 5,830 shares were withheld by Carvana to satisfy taxes upon vesting, rather than sold in the market to third-party investors.

How many Carvana (CVNA) RSU shares vested for Taira Thomas?

A total of 14,099 shares of Carvana Class A Common Stock vested from performance-based RSUs. These RSUs were originally granted on January 24, 2024 and vested on April 29, 2026 after the specified performance condition described in the award agreement was satisfied.

How many Carvana (CVNA) shares were withheld for taxes in this Form 4?

Carvana withheld 5,830 shares of Class A Common Stock to cover tax obligations related to the RSU vesting. This tax-withholding disposition is coded as “F” in the filing and represents payment of tax liability by delivering shares back to the issuer.

What is Taira Thomas’s Carvana (CVNA) share ownership after these transactions?

Following the RSU vesting and tax-withholding, Taira Thomas directly holds 72,663 shares of Carvana Class A Common Stock. This post-transaction figure is reported in the Form 4 as the total number of shares owned directly after the listed transactions.

What type of award did Carvana (CVNA) grant to Taira Thomas that vested here?

The award was a performance-based restricted stock unit grant made on January 24, 2024 under a Performance Restricted Stock Unit Award Agreement. The filing notes that the performance condition was met and all RSUs reported vested on April 29, 2026.