[144] CarGurus, Inc. SEC Filing

Rhea-AI Filing Summary

On 07/01/2025, Nathan D. Manning, Vice President & President, Americas of Johnson Controls International plc (JCI), filed a Form 4 disclosing the sale of 1,422 ordinary shares under a pre-arranged Rule 10b5-1 trading plan adopted on 12 Sep 2024. The shares were sold in two tranches at weighted-average prices of $104.56 (1,022 shares) and $105.48 (400 shares), generating roughly $149 k in gross proceeds.

Following the transactions, Manning’s direct beneficial ownership decreased marginally to about 141,860 shares, meaning he retained more than 99 % of his prior position. No derivative securities were involved, and there is no indication of earnings-related information or other corporate developments. The transaction appears to be routine portfolio management with limited market impact.

Insights

Securities Analyst

TL;DR: Minor insider sale; size immaterial to overall stake, neutral market impact.

The 1,422-share disposal represents less than 1 % of Manning’s ~142 k-share holding. Proceeds equal roughly $149 k, a negligible sum relative to JCI’s $71 bn market cap. Because the trades were executed under a Rule 10b5-1 plan, information-asymmetry risk is low. Historical data show JCI insiders intermittently using 10b5-1 plans without signaling significant price moves. Consequently, I classify the disclosure as non-impactful for valuation or sentiment.

Corporate Governance Expert

TL;DR: Sale follows governance best practice; no red flags detected.

Use of a pre-scheduled 10b5-1 plan aligns with SEC guidance and reduces litigation risk. The executive remains heavily invested, preserving alignment with shareholder interests. No derivatives, pledging, or complex structures appear in the filing. From a governance standpoint, the event is routine and does not suggest strategic shifts or insider concern. Overall impact on governance risk profile is neutral.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	3789	125378.01	84630375	07/02/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A	07/01/2025	Restricted Stock Vesting	Issuer			3789	07/01/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Matthew Quinn 1001 Boylston Street 16th Floor Boston MA 02115	Class A	04/02/2025	4393	125771.59

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many Johnson Controls (JCI) shares did Nathan D. Manning sell?

1,422 ordinary shares were sold on 07/01/2025.

What prices were the JCI shares sold at?

Weighted-average prices were $104.56 for 1,022 shares and $105.48 for 400 shares.

Does Manning still hold a significant stake after the sale?

Yes. He retains approximately 141,860 shares, more than 99 % of his prior position.

Was the transaction executed under a Rule 10b5-1 plan?

Yes. The filing states the plan was adopted on September 12, 2024.

Were any derivative securities involved in this Form 4?

No derivative transactions were reported.