GARCIA ERNEST C. III 4

What Happened

• Ernest C. Garcia III, CEO of Carvana Co. (CVNA), had 22,412 restricted stock units (RSUs) vest on April 29, 2026 (reported May 1, 2026). Those RSUs were reported as an award/acquisition (code A) at $0.00 per share.
• To satisfy tax withholding on the vesting, 9,268 shares were withheld/disposed (code F) at an attributable value of $396.59 per share, totaling $3,675,596. This withholding is reported as a disposition to pay tax liability rather than an open-market sale.

Key Details

• Transaction dates: April 29, 2026 (vesting and withholding); Form 4 filed May 1, 2026 (appears timely).
• Award detail: RSUs were granted January 24, 2024 under a performance RSU agreement; the performance condition was met and the RSUs vested April 29, 2026 (Footnote F1).
• Withholding: 9,268 shares withheld for taxes upon vesting (Footnote F2); reported value per share $396.59; total tax withholding value $3,675,596.
• Ownership reporting: The filing notes certain shares of Class A common stock are held directly by the Ernest C. Garcia III Multi-Generational Trust III and the Ernest Irrevocable 2004 Trust III, for which Mr. Garcia is Investment Trustee and Co-Administrative Trustee (Footnotes F3–F4). The Form 4 does not state a consolidated post-transaction total share count for the reporting person.

Context

• This was a vesting of performance RSUs (an award), with a routine tax-withholding in shares (common “cashless” withholding). Withholding to cover taxes is standard and does not necessarily indicate a discretionary sale or change in insider sentiment.
• Codes: A = award/acquisition (vesting of RSUs); F = payment of tax liability via share withholding.