BREAUX PAUL W. 4

What Happened
Paul W. Breaux, Vice President, General Counsel & Secretary of Carvana Co. (CVNA), had 14,096 performance-based restricted stock units (RSUs vest) on April 29, 2026 (reported as an acquisition at $0.00). To satisfy tax withholding upon vesting, 5,829 shares were withheld/disposed at $396.59 per share, totaling $2,311,723. The RSUs were originally granted January 24, 2024, and the performance condition was met so they vested on April 29, 2026.

Key Details

• Transaction date: April 29, 2026. Filing date: May 1, 2026 (filed within typical 2-business-day window).
• Received (A): 14,096 shares at $0.00 (vesting of RSUs).
• Withheld/Disposed for taxes (F): 5,829 shares at $396.59 each = $2,311,723.
• Shares owned after transaction: Not specified in this Form 4 filing.
• Footnotes: F1 — RSUs granted under a Jan 24, 2024 Performance RSU Award Agreement; performance condition satisfied and RSUs vested on 4/29/2026. F2 — the 5,829 shares were withheld to cover tax liability upon vesting.
• Transaction codes: A = award/acquisition via vesting; F = tax withholding (disposition).

Context: This was not an open-market buy or sell for investment purposes but a routine vesting of performance RSUs with shares withheld to cover taxes (a common cashless/withholding mechanism). Such withholding transactions reflect tax obligations on vested awards rather than a discretionary sale of shares by the insider.