Form 4: Carvana Officer Paul Breaux Executes Planned Stock Trades

Carvana's VP, General Counsel, and CCO, Paul Breaux, executed pre-planned stock option exercises and sales, along with tax-related share withholdings, on October 1, 2025.

Summary

• Paul W. Breaux, Carvana's Vice President, General Counsel, Secretary, and Chief Compliance Officer, engaged in several pre-planned stock transactions on October 1, 2025.
• These transactions were conducted under a Rule 10b5-1 trading plan adopted on June 10, 2025.
• Breaux exercised options to acquire 14,472 shares of Class A Common Stock at an exercise price of $10.07 per share.
• Concurrently, 15,000 shares of Class A Common Stock were sold at a price of $398 per share.
• Additionally, 774 shares of Class A Common Stock were withheld for taxes upon the vesting of restricted stock units at a price of $395.41 per share.
• Following these transactions, Breaux beneficially owns 81,716 shares of Class A Common Stock directly and 154,862 derivative securities (stock options).
• The non-qualified stock options vested 25% on April 1, 2024, with monthly vesting thereafter for three years, contingent on continued service.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there's a net sale of shares, it's part of a pre-planned 10b5-1 program, which reduces the negative signal typically associated with insider selling. The exercise of options at a low price and subsequent sale at a high price indicates the officer is realizing gains from long-term incentives.

Positives

• The transactions were executed under a pre-established Rule 10b5-1 trading plan, indicating a planned approach rather than a reaction to immediate market conditions.
• The exercise of stock options at a significantly lower price ($10.07) compared to the sale price ($398) indicates a substantial gain for the reporting person.

Negatives

• A net disposition of 528 shares (15,000 sold + 774 withheld 14,472 acquired) of Class A Common Stock occurred, which could be interpreted as an insider reducing direct equity holdings.

Future Outlook

NA

Industry Context

NA

Management Changes

Stakeholder Impact

• Shareholders: The net sale of shares by a key officer, even if pre-planned, could be viewed with slight caution, though the 10b5-1 plan mitigates immediate negative interpretations. The realization of significant gains by an officer could be seen positively as a reward for performance.
• Employees: The continued vesting of options tied to service suggests stability in the officer's role.

Next Steps

• Continued monthly vesting of non-qualified stock options for Paul Breaux, subject to continued service with Carvana Co.

Key Dates

Recommendation

The filing details pre-planned insider transactions under a Rule 10b5-1 plan, which typically reduces the immediate price sensitivity compared to unplanned sales. While there's a net disposition of shares, it's primarily a result of exercising options and covering taxes, indicating a realization of gains rather than a bearish outlook. The transactions do not provide new fundamental information about Carvana's operational performance or future prospects, thus a 'hold' recommendation is appropriate as it doesn't warrant a change in investment thesis based solely on this filing.

Keywords

Carvana, CVNA, SEC Form 4, Insider Trading, Stock Options, Rule 10b5-1, Paul Breaux, Officer Transaction, Equity Sales, Restricted Stock Units