CVNA Form 4: Paul Breaux Disposes 774 Shares at $371.92 for Tax Withholding

Rhea-AI Filing Summary

Paul W. Breaux, an officer of Carvana Co. (CVNA), reported a non-derivative transaction on 09/01/2025 in which 774 shares of Class A common stock were disposed of at a price of $371.92 per share. After the transaction, Mr. Breaux beneficially owned 98,018 shares of Class A common stock. The filing explains the 774-share disposition as shares withheld to satisfy taxes upon the vesting of restricted stock units. The Form 4 is individually filed and is signed by Mr. Breaux on 09/03/2025.

Positive

• Timely and complete disclosure of the transaction details, including price, amount, and post-transaction ownership
• Explanation provided that the disposed shares were withheld to satisfy taxes on vested restricted stock units

Negative

• None.

Insights

Securities Analyst

TL;DR: Small tax-withholding sale by an officer; filing is routine and fully disclosed.

The reported disposition of 774 shares at $371.92 each represents a tax-withholding event tied to RSU vesting rather than an open-market sale for liquidity. The remaining beneficial ownership of 98,018 shares is clearly stated. From a securities reporting perspective, the Form 4 contains the required details: transaction date, price, amount disposed, ownership after transaction, and a signed certification. No additional financial metrics or material transactions are disclosed.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 requirements; the sale appears administrative (tax withholding), not a trading decision.

The filing identifies Mr. Breaux as an officer (Vice President, General Counsel, Secretary, and Chief Compliance Officer) and provides an explanatory remark that the shares were withheld to satisfy taxes on vested RSUs. The timely filing and inclusion of explanatory language support compliance with insider-reporting obligations. There is no indication of any other compensatory or related-party transaction in this Form 4.

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

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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 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)
	See Remarks

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		774(1)	D	$371.92	98,018	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.

Remarks:

Vice President, General Counsel, Secretary, and Chief Compliance Officer

	/s/ Paul Breaux	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 did Paul W. Breaux report in the Form 4 for CVNA?

He reported a disposition of 774 shares of Class A common stock on 09/01/2025 at $371.92 per share and beneficial ownership of 98,018 shares after the transaction.

Why were the 774 shares disposed of according to the filing?

The filing states the 774 shares represent shares withheld for taxes upon vesting of restricted stock units resulting from various awards.

What is Paul Breaux's role at Carvana as listed in the Form 4?

The remarks list him as Vice President, General Counsel, Secretary, and Chief Compliance Officer and the form marks him as an officer.

When was the Form 4 signed and filed?

The signature block shows the form was signed by Paul Breaux on 09/03/2025.

How many shares does Mr. Breaux beneficially own after the reported transaction?

He beneficially owns 98,018 shares of Class A common stock following the transaction.