CVNA Form 4: Mark Jenkins Executes Options and Sells Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Mark W. Jenkins, Chief Financial Officer of Carvana Co. (CVNA), reported multiple option exercises and open-market sales under a Rule 10b5-1 plan. The filing shows 1,219 shares were withheld to cover taxes upon vesting on 09/01/2025. On 09/02/2025 the Reporting Person exercised 12,750 stock options (10,000 at $10.07, 2,000 at $42.03 and 750 at $51.97) and sold 12,750 Class A shares in a series of transactions with volume-weighted average sale prices reported in the $356–$366 range across multiple tranches.

After these transactions, the Reporting Person beneficially owned 208,581 Class A shares directly. The filing notes the 10b5-1 plan was adopted on August 5, 2024, and provides trade-price ranges for each sale tranche; tax-withheld shares resulted from restricted stock unit vesting.

Positive

• Transactions were executed under a Rule 10b5-1 trading plan (adopted 08/05/2024), which the filing explicitly discloses
• Option exercises are documented with strikes and vesting details: 10,000 options at $10.07, 2,000 at $42.03, and 750 at $51.97
• Filing discloses tax-withheld shares (1,219 shares withheld upon RSU vesting) and provides VWAP ranges for each sale tranche

Negative

• Reported sales reduced direct holdings by 12,750 shares, with post-transaction direct ownership of 208,581 Class A shares
• Multiple open-market dispositions on 09/02/2025 executed at prices in the $356–$366 range, representing significant insider selling on that date

Insights

Financial Analyst

TL;DR: Insider exercised 12,750 options and sold 12,750 shares under a 10b5-1 plan, leaving 208,581 shares directly owned.

The transactions are a routine combination of option exercises and concurrent open-market sales. The exercises include 10,000 options with a $10.07 strike and 3,750 options at higher strikes. Sales were executed over multiple tranches on 09/02/2025 with VWAPs reported in increments from roughly $356 to $366 per tranche. The filing explicitly states the sales were effected pursuant to a Rule 10b5-1 trading plan adopted 08/05/2024 and discloses shares withheld for taxes (1,219). From a financial reporting perspective these are non-discretionary, preplanned transactions that change the insider's reported direct holdings to 208,581 shares.

Corporate Governance Expert

TL;DR: Transactions were conducted under a documented 10b5-1 plan, with full trade-price range disclosures and a POA signature.

The filing includes the required disclosures for a Section 16 insider: identification as CFO, adoption date of the 10b5-1 plan, itemized option vesting schedules and per-tranche VWAP ranges for the sales. The report is procedurally complete: it lists tax-withheld shares, details of option vesting dates and expirations, and is signed via power of attorney. No amendments or corrective statements are indicated.

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^*

JENKINS MARK 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)
	Chief Financial Officer

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		1,219(1)	D	$371.92	208,581	D
Class A Common Stock	09/02/2025		M		10,000(2)	A	$10.07	218,581	D
Class A Common Stock	09/02/2025		M		2,000(2)	A	$42.03	220,581	D
Class A Common Stock	09/02/2025		M		750(2)	A	$51.97	221,331	D
Class A Common Stock	09/02/2025		S(2)		400	D	$357.08(3)	220,931	D
Class A Common Stock	09/02/2025		S(2)		500	D	$358.89(4)	220,431	D
Class A Common Stock	09/02/2025		S(2)		700	D	$359.69(5)	219,731	D
Class A Common Stock	09/02/2025		S(2)		1,050	D	$360.96(6)	218,681	D
Class A Common Stock	09/02/2025		S(2)		503	D	$361.89(7)	218,178	D
Class A Common Stock	09/02/2025		S(2)		1,080	D	$363.17(8)	217,098	D
Class A Common Stock	09/02/2025		S(2)		1,180	D	$364.15(9)	215,918	D
Class A Common Stock	09/02/2025		S(2)		1,000	D	$365.24(10)	214,918	D
Class A Common Stock	09/02/2025		S(2)		4,161	D	$366.33(11)	210,757	D
Class A Common Stock	09/02/2025		S(2)		1,552	D	$367.18(12)	209,205	D
Class A Common Stock	09/02/2025		S(2)		524	D	$368.47(13)	208,681	D
Class A Common Stock	09/02/2025		S(2)		100	D	$369.17	208,581	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	09/02/2025		M(2)			10,000	04/01/2024(14)	02/22/2033	Class A Common Stock	10,000	$0	208,513	D
Stock Options (Right to Buy)	$42.03	09/02/2025		M(2)			2,000	04/01/2025(15)	01/24/2034	Class A Common Stock	2,000	$0	62,703	D
Stock Options (Right to Buy)	$51.97	09/02/2025		M(2)			750	04/01/2025(15)	02/13/2034	Class A Common Stock	750	$0	23,846	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 August 5, 2024.

3. This transaction was executed in multiple trades at prices ranging from $356.84 to $357.81, inclusive. 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 $358.21 to $359.13, inclusive. 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.

5. This transaction was executed in multiple trades at prices ranging from $359.42 to $360.15, inclusive. 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.

6. This transaction was executed in multiple trades at prices ranging from $360.49 to $361.04 inclusive. 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.

7. This transaction was executed in multiple trades at prices ranging from $361.62 to $362.02, inclusive. 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.

8. This transaction was executed in multiple trades at prices ranging from $362.75 to $363.73, inclusive. 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.

9. This transaction was executed in multiple trades at prices ranging from $363.76 to $364.59, inclusive. 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.

10. This transaction was executed in multiple trades at prices ranging from $364.86 to $365.71, inclusive. 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.

11. This transaction was executed in multiple trades at prices ranging from $365.88 to $366.83, inclusive. 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.

12. This transaction was executed in multiple trades at prices ranging from $366.89 to $367.62, inclusive. 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.

13. This transaction was executed in multiple trades at prices ranging from $368.01 to $368.97, inclusive. 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.

14. 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.

15. 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, 2025 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 Mark W. Jenkins	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 Carvana CFO Mark W. Jenkins report on Form 4 (CVNA)?

The filing reports option exercises totaling 12,750 options, sales of 12,750 Class A shares on 09/02/2025 under a Rule 10b5-1 plan, and 1,219 shares withheld for taxes on 09/01/2025.

Were the sales performed under a prearranged plan for Mark W. Jenkins (CVNA)?

Yes. The Form 4 states the reported exercises and sales were effected pursuant to a Rule 10b5-1 trading plan adopted on August 5, 2024.

How many shares did Jenkins own after the reported transactions (CVNA)?

Following the reported transactions, the Form 4 shows Jenkins beneficially owned 208,581 Class A shares directly.

What option strikes and expirations are disclosed in the Form 4?

The filing shows exercises of options with strikes of $10.07 (10,000 options, expiration 02/22/2033), $42.03 (2,000 options, expiration 01/24/2034) and $51.97 (750 options, expiration 02/13/2034), with vesting schedules disclosed in the remarks.

What price ranges were the sales executed at on 09/02/2025?

The Form 4 provides tranche-by-tranche VWAP ranges; collectively the reported sale tranche VWAPs fall roughly in the $356.84–$368.97 per-share range depending on the tranche.