=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-01-01
10b5-1 Pre-arranged Plan: Yes
--- Issuer ---
Name: CARVANA CO. (CVNA)
CIK: 0001690820
--- Reporting Owner ---
Name: HUSTON BENJAMIN E.
CIK: 0001700537
Role: Officer (Chief Operating Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Class A Common Stock
Date: 2026-01-01 | Code: F (Payment of exercise/tax)
Shares: -887 | Price: $422.02
Total Value: $374,331.74
Shares Owned After: 99,871 | Ownership: D (Direct)
Footnotes:
[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.
[Transaction #2]
Security: Class A Common Stock
Date: 2026-01-02 | Code: M (Exercise of derivative)
Shares: +10,000 | Price: $10.07
Total Value: $100,700.00
Shares Owned After: 109,871 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[Transaction #3]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -360 | Price: $391.75
Total Value: $141,030.00
Shares Owned After: 109,511 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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 $391.21 to $392.19 inclusive.
[Transaction #4]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -240 | Price: $392.73
Total Value: $94,255.20
Shares Owned After: 109,271 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F5] This transaction was executed in multiple trades at prices ranging from $392.22 to $393.08, inclusive.
[Transaction #5]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -240 | Price: $393.62
Total Value: $94,468.80
Shares Owned After: 109,031 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F6] This transaction was executed in multiple trades at prices ranging from $393.30 to $394.22 inclusive.
[Transaction #6]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -440 | Price: $394.99
Total Value: $173,795.60
Shares Owned After: 108,591 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F7] This transaction was executed in multiple trades at prices ranging from $394.48 to $395.47, inclusive.
[Transaction #7]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -600 | Price: $396.06
Total Value: $237,636.00
Shares Owned After: 107,991 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F8] This transaction was executed in multiple trades at prices ranging from $395.63 to $396.62, inclusive.
[Transaction #8]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -480 | Price: $397.08
Total Value: $190,598.40
Shares Owned After: 107,511 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F9] This transaction was executed in multiple trades at prices ranging from $396.63 to $397.50 inclusive.
[Transaction #9]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -574 | Price: $398.15
Total Value: $228,538.10
Shares Owned After: 106,937 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F10] This transaction was executed in multiple trades at prices ranging from $397.64 to $398.63, inclusive.
[Transaction #10]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -1,301 | Price: $399.13
Total Value: $519,268.13
Shares Owned After: 105,636 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F11] This transaction was executed in multiple trades at prices ranging from $398.64 to $399.62, inclusive.
[Transaction #11]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -1,256 | Price: $400.15
Total Value: $502,588.40
Shares Owned After: 104,380 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F12] This transaction was executed in multiple trades at prices ranging from $399.64 to $400.60, inclusive.
[Transaction #12]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -764 | Price: $401.22
Total Value: $306,532.08
Shares Owned After: 103,616 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F13] This transaction was executed in multiple trades at prices ranging from $400.69 to $401.67 inclusive.
[Transaction #13]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -1,014 | Price: $402.09
Total Value: $407,719.26
Shares Owned After: 102,602 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F14] This transaction was executed in multiple trades at prices ranging from $401.70 to $402.67, inclusive.
[Transaction #14]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -348 | Price: $403.24
Total Value: $140,327.52
Shares Owned After: 102,254 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F15] This transaction was executed in multiple trades at prices ranging from $402.73 to $403.68, inclusive.
[Transaction #15]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -240 | Price: $404.12
Total Value: $96,988.80
Shares Owned After: 102,014 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F16] This transaction was executed in multiple trades at prices ranging from $403.73 to $404.63, inclusive.
[Transaction #16]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -280 | Price: $405.16
Total Value: $113,444.80
Shares Owned After: 101,734 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F17] This transaction was executed in multiple trades at prices ranging from $404.83 to $405.46, inclusive.
[Transaction #17]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -120 | Price: $407.02
Total Value: $48,842.40
Shares Owned After: 101,614 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F18] This transaction was executed in multiple trades at prices ranging from $406.77 to $407.14, inclusive.
[Transaction #18]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -200 | Price: $410.06
Total Value: $82,012.00
Shares Owned After: 101,414 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F19] This transaction was executed in multiple trades at prices ranging from $409.46 to $410.37, inclusive.
[Transaction #19]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -80 | Price: $411.71
Total Value: $32,936.80
Shares Owned After: 101,334 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F20] This transaction was executed in multiple trades at prices ranging from $411.53 to $411.88, inclusive.
[Transaction #20]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -280 | Price: $413.24
Total Value: $115,707.20
Shares Owned After: 101,054 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F21] This transaction was executed in multiple trades at prices ranging from $412.86 to $413.80, inclusive.
[Transaction #21]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -280 | Price: $414.24
Total Value: $115,987.20
Shares Owned After: 100,774 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F22] This transaction was executed in multiple trades at prices ranging from $413.89 to $414.66, inclusive.
[Transaction #22]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -240 | Price: $415.13
Total Value: $99,631.20
Shares Owned After: 100,534 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F23] This transaction was executed in multiple trades at prices ranging from $414.94 to $415.65, inclusive.
[Transaction #23]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -103 | Price: $416.24
Total Value: $42,872.72
Shares Owned After: 100,431 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F24] This transaction was executed in multiple trades at prices ranging from $416.16 to $416.34, inclusive.
[Transaction #24]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -360 | Price: $417.78
Total Value: $150,400.80
Shares Owned After: 100,071 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F25] This transaction was executed in multiple trades at prices ranging from $417.18 to $418.17, inclusive.
[Transaction #25]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -160 | Price: $418.72
Total Value: $66,995.20
Shares Owned After: 99,911 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[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.
[F26] This transaction was executed in multiple trades at prices ranging from $418.27 to $419.17, inclusive.
[Transaction #26]
Security: Class A Common Stock
Date: 2026-01-02 | Code: S (Open market sale)
Shares: -40 | Price: $419.60
Total Value: $16,784.00
Shares Owned After: 99,871 | Ownership: D (Direct)
Footnotes:
[F2] 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").
--- Derivative Transactions ---
[Transaction #1]
Security: Stock Options (Right to Buy)
Date: 2026-01-02 | Code: M (Exercise of derivative)
Shares: -10,000 | Price: $0.00
Exercisable: N/A | Expires: 2033-02-22
Shares Owned After: 338,513 | Ownership: D (Direct)
Footnotes:
[F2] 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").
[F27] 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.
--- Footnotes (Complete Index) ---
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.
F10: This transaction was executed in multiple trades at prices ranging from $397.64 to $398.63, inclusive.
F11: This transaction was executed in multiple trades at prices ranging from $398.64 to $399.62, inclusive.
F12: This transaction was executed in multiple trades at prices ranging from $399.64 to $400.60, inclusive.
F13: This transaction was executed in multiple trades at prices ranging from $400.69 to $401.67 inclusive.
F14: This transaction was executed in multiple trades at prices ranging from $401.70 to $402.67, inclusive.
F15: This transaction was executed in multiple trades at prices ranging from $402.73 to $403.68, inclusive.
F16: This transaction was executed in multiple trades at prices ranging from $403.73 to $404.63, inclusive.
F17: This transaction was executed in multiple trades at prices ranging from $404.83 to $405.46, inclusive.
F18: This transaction was executed in multiple trades at prices ranging from $406.77 to $407.14, inclusive.
F19: This transaction was executed in multiple trades at prices ranging from $409.46 to $410.37, inclusive.
F2: 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").
F20: This transaction was executed in multiple trades at prices ranging from $411.53 to $411.88, inclusive.
F21: This transaction was executed in multiple trades at prices ranging from $412.86 to $413.80, inclusive.
F22: This transaction was executed in multiple trades at prices ranging from $413.89 to $414.66, inclusive.
F23: This transaction was executed in multiple trades at prices ranging from $414.94 to $415.65, inclusive.
F24: This transaction was executed in multiple trades at prices ranging from $416.16 to $416.34, inclusive.
F25: This transaction was executed in multiple trades at prices ranging from $417.18 to $418.17, inclusive.
F26: This transaction was executed in multiple trades at prices ranging from $418.27 to $419.17, inclusive.
F27: 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.
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 $391.21 to $392.19 inclusive.
F5: This transaction was executed in multiple trades at prices ranging from $392.22 to $393.08, inclusive.
F6: This transaction was executed in multiple trades at prices ranging from $393.30 to $394.22 inclusive.
F7: This transaction was executed in multiple trades at prices ranging from $394.48 to $395.47, inclusive.
F8: This transaction was executed in multiple trades at prices ranging from $395.63 to $396.62, inclusive.
F9: This transaction was executed in multiple trades at prices ranging from $396.63 to $397.50 inclusive.
--- Signature ---
/s/ /s/ Paul Breaux, by Power of Attorney for Benjamin E. Huston (2026-01-05)
