Carvana (CVNA) General Counsel reports option exercises and stock sales

Rhea-AI Filing Summary

Carvana Co. executive Paul Breaux, who serves as Vice President, General Counsel, Secretary, and Chief Compliance Officer, reported option exercises and related share sales of Carvana Class A common stock. On December 11, 2025, he exercised 8,473 stock options at an exercise price of $10.07 per share and sold 8,473 shares of Class A common stock. On December 12, 2025, he exercised an additional 1,527 stock options at $10.07 and sold 1,527 shares.

Following these transactions, Breaux reported owning 69,289 shares of Class A common stock directly, along with remaining stock options to purchase additional shares. The filing states that these option exercises and sales were carried out under a pre-established Rule 10b5-1 trading plan adopted on June 10, 2025, which is designed to allow insiders to trade under preset instructions.

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).

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^*

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)
12/11/2025

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	12/11/2025		M(1)		8,473	A	$10.07	77,762	D
Class A Common Stock	12/11/2025		S(1)		8,473	D	$475	69,289	D
Class A Common Stock	12/12/2025		M(1)		1,527	A	$10.07	70,816	D
Class A Common Stock	12/12/2025		S(1)		1,527	D	$475	69,289	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	12/11/2025		M(1)			8,473	04/01/2024(2)	02/22/2033	Class A Common Stock	8,473	$0	137,268	D
Stock Options (Right to Buy)	$10.07	12/12/2025		M(1)			1,527	04/01/2024(2)	02/22/2033	Class A Common Stock	1,527	$0	135,741	D

Explanation of Responses:

1. The reported option exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 10, 2025 (the "10b5-1 Plan").

2. 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 vest monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.

Remarks:

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

	/s/ Paul Breaux	12/12/2025
	** 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 insider transaction did Carvana (CVNA) report for Paul Breaux?

The filing reports that Paul Breaux exercised stock options and sold corresponding amounts of Carvana Class A common stock on December 11 and 12, 2025.

How many Carvana (CVNA) shares did Paul Breaux exercise and sell?

On December 11, 2025, he exercised and sold 8,473 shares, and on December 12, 2025, he exercised and sold 1,527 shares of Class A common stock.

What was the stock option exercise price in the Carvana (CVNA) Form 4?

The reported non-qualified stock options had an exercise price of $10.07 per share for Carvana Class A common stock.

How many Carvana (CVNA) shares does Paul Breaux own after these transactions?

After the reported transactions, Paul Breaux beneficially owned 69,289 shares of Carvana Class A common stock directly.

Were the Carvana (CVNA) insider trades made under a Rule 10b5-1 plan?

Yes. The option exercises and sales were effected under a Rule 10b5-1 trading plan adopted by Paul Breaux on June 10, 2025.

What is the vesting schedule of the Carvana (CVNA) stock options in this filing?

The non-qualified stock options vested 25% on April 1, 2024 and vest monthly thereafter for three years, subject to Paul Breaux’s continued service with Carvana.

What is Paul Breaux’s role at Carvana (CVNA)?

Paul Breaux is identified as Vice President, General Counsel, Secretary, and Chief Compliance Officer of Carvana Co.