Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plan Elections
On February 20, 2026 , Ira Platt , a member of the Company's board of directors , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (a "10b5-1 Plan"). Mr. Platt's 10b5-1 Plan provides for the potential sale of up to 10,027 shares of Class A common stock between the first potential sale date of May 22, 2026 and the expiration of the 10b5-1 Plan on February 15, 2027 .
On February 27, 2026 , Daniel Gill , the Company's Chief Product Officer , modified his previously disclosed 10b5-1 Plan, entered into on December 13, 2024. Mr. Gill's amended 10b5-1 Plan provides for the potential sale of up to 389,747 shares of Class A common stock, including shares obtained from the exercise of vested stock options and shares obtained from the conversion of Carvana Group, LLC Class B common units into shares of Class A common stock, between the first potential sale date of May 29, 2026 and the expiration of the 10b5-1 Plan on December 31, 2028 .
54
On March 11, 2026 , Dan Quayle , a member of the Company's board of directors, entered into a 10b5-1 Plan that provides for the sale of up to 8,714 shares of Class A common stock, including shares obtained from the exercise of vested stock options, between the first potential sale date of June 10, 2026 and the expiration of the 10b5-1 Plan on April 26, 2027 .
55
ITEM 6. EXHIBITS
Exhibit No. Description
3.1
Amended and Restated Certificate of Incorporation of Carvana Co., dated April 27, 2017 (incorporated by reference to Exhibit 3.1 to Carvana Co.’s Current Report on Form 8-K filed with the SEC on May 3, 2017).
3.2
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Carvana Co., dated May 5, 2025 (incorporated by reference to Exhibit 3.2 to Carvana Co.'s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025).
3.3
Amended and Restated Bylaws of Carvana Co., dated April 27, 2017 (incorporated by reference to Exhibit 3.2 to Carvana Co.’s Current Report on Form 8-K filed with the SEC on May 3, 2017).
31.1
Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a), filed herewith.
31.2
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a), filed herewith.
32.1
Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, furnished herewith.
32.2
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, furnished herewith.
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
56
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: April 29, 2026 Carvana Co.
(Registrant)
By: /s/ Mark Jenkins
Mark Jenkins
Chief Financial Officer
(On behalf of the Registrant and as Principal Financial Officer)
57
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.