Form 4: Carvana Executive Exercises, Sells Stock Under 10b5-1 Plan

Carvana's VP, General Counsel, Secretary, and Chief Compliance Officer, Paul W. Breaux, exercised stock options and sold corresponding Class A Common Stock shares as part of a pre-arranged 10b5-1 trading plan.

Summary

• Paul W. Breaux, Carvana Co.'s Vice President, General Counsel, Secretary, and Chief Compliance Officer, engaged in transactions involving Class A Common Stock.
• On December 11, 2025, Breaux exercised options to acquire 8,473 shares at an exercise price of $10.07 per share and subsequently sold these 8,473 shares at $475 per share.
• On December 12, 2025, Breaux exercised options to acquire 1,527 shares at an exercise price of $10.07 per share and subsequently sold these 1,527 shares at $475 per share.
• These transactions were executed under a Rule 10b5-1 trading plan adopted on June 10, 2025.
• Following these transactions, Breaux directly beneficially owns 69,289 shares of Class A Common Stock and 135,741 stock options.
• The non-qualified stock options vested 25% on April 1, 2024, and continue to vest monthly over the subsequent three years, contingent on continued service.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-scheduled insider transaction (option exercise and sale) under a 10b5-1 plan, which is generally considered neutral in terms of market sentiment as it reflects personal financial planning rather than a change in company fundamentals or executive confidence.

Positives

• The transactions were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating a planned and transparent approach to insider trading.
• The executive continues to hold a significant number of shares (69,289 Class A Common Stock) and unexercised options (135,741), aligning his interests with shareholders.

Negatives

• The sale of shares by an executive, even if planned, can sometimes be perceived negatively by the market, though in this context, it is a routine liquidity event.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the company's future performance or outlook, beyond the vesting schedule of the options.

Management Comments

• 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.

Industry Context

This filing details a routine insider transaction for an executive at Carvana Co. and does not provide broader industry context or trends. It reflects standard executive compensation and personal financial planning practices within the public company landscape.

Corporate Governance

Stakeholder Impact

• Shareholders: The transactions are routine and pre-planned, unlikely to have a significant direct impact on shareholder value or perception, beyond the general market reaction to insider sales.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• The remaining non-qualified stock options will continue to vest monthly for the following three years, subject to the Reporting Person's continued service with the Issuer.

Key Dates

Recommendation

The reported transactions are routine exercises of stock options and subsequent sales of shares by an executive under a pre-arranged Rule 10b5-1 trading plan. These types of transactions are typically for personal financial planning and do not reflect a change in the executive's or company's outlook. The executive retains a substantial beneficial ownership in the company, suggesting continued alignment with shareholder interests. Therefore, this filing alone does not provide new fundamental information to alter an existing investment thesis, warranting a 'hold' recommendation.

Keywords

Carvana, CVNA, Insider Trading, Form 4, Stock Options, 10b5-1 Plan, Executive Compensation, Share Sale