Sec Form 4 Filing - BREAUX PAUL W. @ CARVANA CO. - 2024-10-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BREAUX PAUL W. 2. Issuer Name and Ticker or Trading Symbol CARVANA CO. [ CVNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O CARVANA CO., 300 E. RIO SALADO PKWY 3. Date of Earliest Transaction (MM/DD/YY) 10/22/2024 (Street) TEMPE, AZ85281 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 10/22/2024 M( 1 ) 6,769 A $ 10.07 134,042 D Class A Common Stock 10/22/2024 S( 1 ) 14,548 D $ 198 ( 2 ) 119,494 D Class A Common Stock 10/23/2024 C( 1 ) 7,779 A $ 0 ( 3 ) ( 4 ) 127,273 D Class A Common Stock 10/23/2024 S( 1 ) 25,452 D $ 198 101,821 D Class A Common Stock 10/23/2024 C( 1 ) 24,937 A $ 0 ( 3 ) ( 4 ) 126,758 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to Buy) $ 10.07 10/22/2024 M 6,769 04/01/2024( 5 ) 02/22/2033 Class A Common Stock 6,769 $ 0 309,334 D Class B Units $ 12 10/23/2024 C( 1 )( 4 ) 10,551 ( 1 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 7,779 ( 3 ) $ 12 33,795 D Class B Units $ 12 10/23/2024 C( 1 )( 4 ) 33,795 ( 1 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 24,937 ( 3 ) $ 12 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BREAUX PAUL W. C/O CARVANA CO. 300 E. RIO SALADO PKWY TEMPE, AZ85281 See Remarks Signatures /s/ Paul Breaux 10/24/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported conversions and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 9, 2023 (the "10b5-1 Plan"). ( 2 )This transaction was executed in multiple trades at prices ranging from $ 198.00 to $198.07, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. ( 3 )Pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement"), holders of Class B Units may exchange their Class B Units for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock Value less the Adjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value. ( 4 )The Reporting Person was granted 50,000 Class B Units on April 27, 2017 with a participation threshold of $12.00; 10,000 of which vested on February 1, 2018 and 833 of which vested on the first of each month thereafter. The Class B Units have no expiration date. ( 5 )The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vest 25% on April 1, 2024 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.

Remarks: Vice President, General Counsel, & Secretary

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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