CVNA COO reports RSU tax withholding, option exercise, and sales

Rhea-AI Filing Summary

Carvana (CVNA) Chief Operating Officer Benjamin E. Huston reported insider transactions. On 11/01/2025, 1,220 Class A shares were withheld for taxes upon RSU vesting. On 11/03/2025, he exercised 10,000 stock options at an exercise price of $10.07 per share and executed multiple open-market sales the same day.

The sales were made under a Rule 10b5-1 trading plan adopted on December 13, 2024, at volume-weighted average prices with trade ranges disclosed, including $303.98–$334.67 across tranches. After these transactions, his directly held Class A beneficial ownership stood at 101,977 shares. Following the option exercise, the filing lists 418,513 derivative securities (options) beneficially owned.

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).

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^*

HUSTON BENJAMIN E.

(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 Operating 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	11/01/2025		F		1,220(1)	D	$306.54	101,977	D
Class A Common Stock	11/03/2025		M		10,000(2)	A	$10.07	111,977	D
Class A Common Stock	11/03/2025		S		80(2)	D	$304.25(3)(4)	111,897	D
Class A Common Stock	11/03/2025		S		40(2)	D	$306.33(3)	111,857	D
Class A Common Stock	11/03/2025		S		217(2)	D	$308.65(3)(5)	111,640	D
Class A Common Stock	11/03/2025		S		320(2)	D	$310.08(3)(6)	111,320	D
Class A Common Stock	11/03/2025		S		326(2)	D	$311.09(3)(7)	110,994	D
Class A Common Stock	11/03/2025		S		431(2)	D	$312.37(3)(8)	110,563	D
Class A Common Stock	11/03/2025		S		200(2)	D	$313.08(3)(9)	110,363	D
Class A Common Stock	11/03/2025		S		160(2)	D	$314.5(3)(10)	110,203	D
Class A Common Stock	11/03/2025		S		262(2)	D	$315.79(3)(11)	109,941	D
Class A Common Stock	11/03/2025		S		160(2)	D	$316.82(3)(12)	109,781	D
Class A Common Stock	11/03/2025		S		200(2)	D	$317.92(3)(13)	109,581	D
Class A Common Stock	11/03/2025		S		320(2)	D	$320.36(3)(14)	109,261	D
Class A Common Stock	11/03/2025		S		80(2)	D	$321.15(3)(15)	109,181	D
Class A Common Stock	11/03/2025		S		120(2)	D	$323.82(3)(16)	109,061	D
Class A Common Stock	11/03/2025		S		400(2)	D	$324.77(3)(17)	108,661	D
Class A Common Stock	11/03/2025		S		801(2)	D	$325.75(3)(18)	107,860	D
Class A Common Stock	11/03/2025		S		1,362(2)	D	$326.73(3)(19)	106,498	D
Class A Common Stock	11/03/2025		S		850(2)	D	$327.82(3)(20)	105,648	D
Class A Common Stock	11/03/2025		S		790(2)	D	$328.72(3)(21)	104,858	D
Class A Common Stock	11/03/2025		S		1,240(2)	D	$329.93(3)(22)	103,618	D
Class A Common Stock	11/03/2025		S		280(2)	D	$331.05(3)(23)	103,338	D
Class A Common Stock	11/03/2025		S		225(2)	D	$332.23(3)(24)	103,113	D
Class A Common Stock	11/03/2025		S		1,016(2)	D	$333.65(3)(25)	102,097	D
Class A Common Stock	11/03/2025		S		120(2)	D	$334.54(3)(26)	101,977	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	11/03/2025		M(2)			10,000	04/01/2024(27)	02/22/2033	Class A Common Stock	10,000	$0	418,513	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 December 13, 2024 (the "10b5-1 Plan").

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 $304.51, inclusive.

5. This transaction was executed in multiple trades at prices ranging from $308.00 to $308.82, inclusive.

6. This transaction was executed in multiple trades at prices ranging from $309.69 to $310.65, inclusive.

7. This transaction was executed in multiple trades at prices ranging from $310.72 to $311.30, inclusive.

8. This transaction was executed in multiple trades at prices ranging from $311.92 to $312.80, inclusive.

9. This transaction was executed in multiple trades at prices ranging from $312.97 to $313.15, inclusive.

10. This transaction was executed in multiple trades at prices ranging from $314.01 to $314.95, inclusive.

11. This transaction was executed in multiple trades at prices ranging from $315.33 to $316.28, inclusive.

12. This transaction was executed in multiple trades at prices ranging from $316.38 to $317.22, inclusive.

13. This transaction was executed in multiple trades at prices ranging from $317.39 to $318.38, inclusive.

14. This transaction was executed in multiple trades at prices ranging from $319.84 to $320.78, inclusive.

15. This transaction was executed in multiple trades at prices ranging from $321.09 to $321.20, inclusive.

16. This transaction was executed in multiple trades at prices ranging from $323.18 to $324.17, inclusive.

17. This transaction was executed in multiple trades at prices ranging from $324.18 to $325.15, inclusive.

18. This transaction was executed in multiple trades at prices ranging from $325.18 to $326.15, inclusive.

19. This transaction was executed in multiple trades at prices ranging from $326.21 to $327.19, inclusive.

20. This transaction was executed in multiple trades at prices ranging from $327.27 to $328.26 inclusive.

21. This transaction was executed in multiple trades at prices ranging from $328.27 to $329.16, inclusive.

22. This transaction was executed in multiple trades at prices ranging from $329.48 to $330.24, inclusive.

23. This transaction was executed in multiple trades at prices ranging from $330.71 to $331.45 inclusive.

24. This transaction was executed in multiple trades at prices ranging from $331.75 to $332.73, inclusive.

25. This transaction was executed in multiple trades at prices ranging from $333.12 to $334.10, inclusive.

26. This transaction was executed in multiple trades at prices ranging from $334.47 to $334.67, 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.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Benjamin E. Huston	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.

FAQ

What did Carvana (CVNA) COO Benjamin E. Huston report on Form 4?

He reported RSU tax withholding of 1,220 shares on 11/01/2025, exercised 10,000 options at $10.07 on 11/03/2025, and sold shares in multiple trades the same day.

What is Huston’s Class A share ownership after the transactions?

He beneficially owns 101,977 Class A shares directly after the reported transactions.

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

Yes. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2024.

What prices were the CVNA shares sold at?

Sales occurred at volume-weighted average prices with ranges disclosed, including $303.98–$334.67 across tranches on 11/03/2025.

What options did the COO exercise?

He exercised 10,000 stock options with an exercise price of $10.07 per share, delivering 10,000 underlying Class A shares.

How many derivative securities does Huston hold after the filing?

The filing shows 418,513 derivative securities (options) beneficially owned following the transactions.

Why were 1,220 CVNA shares withheld on 11/01/2025?

They were withheld for taxes upon the vesting of restricted stock units pursuant to awards.