KEETON RYAN S. 4

What Happened

• Ryan S. Keeton, Chief Brand Officer of Carvana Co. (CVNA), had 10,301 restricted stock units (RSUs) vest on April 29, 2026 (award code A). The RSUs were granted Jan 24, 2024; the performance condition was met and they vested on Apr 29, 2026.
• To cover taxes on the vesting, 4,260 shares were withheld (disposition code F) at an indicated per-share value of $396.59, representing approximately $1,689,473.

Key Details

• Transaction date: April 29, 2026. Filing date: May 1, 2026 (appears timely within required reporting window).
• Award: 10,301 RSUs reported as acquired at $0.00 (typical for vesting awards).
• Tax withholding: 4,260 shares withheld at $396.59/share, total ≈ $1,689,473.
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnotes: F1 — RSUs granted Jan 24, 2024; performance condition satisfied and vested Apr 29, 2026. F2 — shares withheld to satisfy tax withholding upon vesting.

Context

• This was a vesting of performance RSUs, not an open-market purchase or voluntary sale. Withholding shares for taxes is a routine administrative disposition and does not necessarily indicate a change in sentiment about the company.
• For retail investors, purchases by insiders can be a stronger bullish signal than routine vesting or withholding; this Form 4 reflects compensation vesting and tax withholding rather than a deliberate buy or sell.