What is the 3,021-share disposition reported for Carvana (CVNA) insider Stephen R. Palmer?

The Form 4 shows a disposition of 3,021 shares coded “F” as shares withheld for taxes upon vesting of restricted stock units. This is a tax-withholding mechanism, not an open-market sale, tied to stock-based compensation.

Carvana VP sells 5,000 shares under 10b5-1 plan

Q: How many total shares did Stephen R. Palmer dispose of in this Carvana (CVNA) Form 4?

The filing reports open-market sales of 5,000 shares plus a 3,021-share tax-withholding disposition. The open-market transactions are coded “S,” while the tax-related disposition is coded “F” for payment of tax liability using shares.

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Form Type

Rhea-AI Filing Summary

CARVANA CO. Vice President of Accounting Stephen R. Palmer reported open-market sales of 5,000 shares of Class A common stock on July 1, 2026 in multiple transactions at prices of $70.52, $69.69, $68.47, $67.81, $66.09 and $65.13 per share.

The filing also shows a disposition of 3,021 shares to cover tax obligations upon vesting of restricted stock units. These actions were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on May 28, 2025, and Palmer continues to hold 144,934 shares directly after the reported transactions.

Insider Trade Summary 10b5-1

Net Seller: 5,000 shares

Net Sell 7 txns

Insider Palmer Stephen R

Role Vice President of Accounting

Sold 5,000 shs ($343K)

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	3,021	$67.87	$205K
Sale	Class A Common Stock	280	$65.13	$18K
Sale	Class A Common Stock	360	$66.09	$24K
Sale	Class A Common Stock	1,320	$67.81	$90K
Sale	Class A Common Stock	1,360	$68.47	$93K
Sale	Class A Common Stock	600	$69.69	$42K
Sale	Class A Common Stock	1,080	$70.52	$76K

Holdings After Transaction: Class A Common Stock — 144,934 shares (Direct)

Footnotes (9)

F1. 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.
F2. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025 (the "10b5-1 Plan").
F3. 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.
F4. This transaction was executed in multiple trades at prices ranging from $64.66 to $65.52 inclusive.
F5. This transaction was executed in multiple trades at prices ranging from $65.78 to $66.49 inclusive.
F6. This transaction was executed in multiple trades at prices ranging from $67.13 to $68.12 inclusive.
F7. This transaction was executed in multiple trades at prices ranging from $68.13 to $69.09 inclusive.
F8. This transaction was executed in multiple trades at prices ranging from $69.25 to $70.12 inclusive.
F9. This transaction was executed in multiple trades at prices ranging from $70.29 to $70.71 inclusive.

Key Figures

Shares sold: 5,000 shares Highest reported sale price: $70.52/share Lowest reported sale price: $65.13/share +3 more

6 metrics

Shares sold 5,000 shares Open-market sales of Class A common stock on July 1, 2026

Highest reported sale price $70.52/share One of multiple open-market transactions on July 1, 2026

Lowest reported sale price $65.13/share One of multiple open-market transactions on July 1, 2026

Tax-withholding shares 3,021 shares Shares withheld for taxes upon RSU vesting

Post-transaction holdings 149,934 shares Direct Class A common stock held after reported transactions

Rule 10b5-1 plan adoption date May 28, 2025 Plan governing the reported open-market sales

Key Terms

Rule 10b5-1 trading plan, restricted stock units, volume weighted average sale price, tax-withholding disposition

4 terms

Rule 10b5-1 trading plan regulatory

"The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

restricted stock units financial

"withheld for taxes upon vesting of restricted stock units pursuant to various awards"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

volume weighted average sale price financial

"The price reported above reflects the volume weighted average sale price"

tax-withholding disposition financial

"Payment of exercise price or tax liability by delivering securities"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Carvana (CVNA) report for Stephen R. Palmer?

Carvana reported that Vice President of Accounting Stephen R. Palmer sold 5,000 shares of Class A common stock in open-market transactions. The sales occurred on July 1, 2026 and were executed at several disclosed per-share prices.

At what prices did Stephen R. Palmer sell Carvana (CVNA) shares?

Stephen R. Palmer’s reported open-market sales were executed at volume-weighted average prices of $70.52, $69.69, $68.47, $67.81, $66.09 and $65.13 per share. Each transaction reflects a separate trade bucket on July 1, 2026.

How many Carvana (CVNA) shares does Stephen R. Palmer hold after these transactions?

After the reported sales and tax-withholding disposition, Stephen R. Palmer directly holds 149,934 shares of Carvana Class A common stock. This post-transaction holding is disclosed in the Form 4 as his remaining direct ownership position.

Was the Carvana (CVNA) insider sale by Stephen R. Palmer under a Rule 10b5-1 plan?

Yes. The filing states the reported sales were effected under a Rule 10b5-1 trading plan adopted by Stephen R. Palmer on May 28, 2025. Such plans pre-schedule trades, making their timing less discretionary.

How many total shares did Stephen R. Palmer dispose of in this Carvana (CVNA) Form 4?

The filing reports open-market sales of 5,000 shares plus a 3,021-share tax-withholding disposition. The open-market transactions are coded “S,” while the tax-related disposition is coded “F” for payment of tax liability using shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/02/2026 - 05:22 PM EDT

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^*

Palmer Stephen R

(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)
	Vice President of Accounting

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		F		3,021⁽¹⁾	D	$67.87	149,934	D
Class A Common Stock	07/01/2026		S		280⁽²⁾	D	$65.13⁽³⁾⁽⁴⁾	149,654	D
Class A Common Stock	07/01/2026		S		360⁽²⁾	D	$66.09⁽³⁾⁽⁵⁾	149,294	D
Class A Common Stock	07/01/2026		S		1,320⁽²⁾	D	$67.81⁽³⁾⁽⁶⁾	147,974	D
Class A Common Stock	07/01/2026		S		1,360⁽²⁾	D	$68.47⁽³⁾⁽⁷⁾	146,614	D
Class A Common Stock	07/01/2026		S		600⁽²⁾	D	$69.69⁽³⁾⁽⁸⁾	146,014	D
Class A Common Stock	07/01/2026		S		1,080⁽²⁾	D	$70.52⁽³⁾⁽⁹⁾	144,934	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 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 sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2025 (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 $64.66 to $65.52 inclusive.

5. This transaction was executed in multiple trades at prices ranging from $65.78 to $66.49 inclusive.

6. This transaction was executed in multiple trades at prices ranging from $67.13 to $68.12 inclusive.

7. This transaction was executed in multiple trades at prices ranging from $68.13 to $69.09 inclusive.

8. This transaction was executed in multiple trades at prices ranging from $69.25 to $70.12 inclusive.

9. This transaction was executed in multiple trades at prices ranging from $70.29 to $70.71 inclusive.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Stephen R. Palmer	07/02/2026
	** 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