[144] CarGurus, Inc. SEC Filing

Rhea-AI Filing Summary

CarGurus, Inc. (CARG) – Form 144 filing

Insider Zachary Hallowell has filed a Form 144 indicating an intention to sell up to 4,369 Class A shares through Fidelity Brokerage Services on or about 07/02/2025. At the referenced market price, the block is worth approximately $144,570.21.

CarGurus reports 84,630,375 Class A shares outstanding; the proposed sale therefore represents roughly 0.005 percent of the float—an amount unlikely to affect overall liquidity or control.

The shares were acquired via restricted-stock vesting on 07/01/2024 (2,444 shares) and 07/01/2025 (1,925 shares). Over the past three months, the same insider has already sold 6,716 shares for total gross proceeds of $188,813.48.

The filing contains the standard attestation that the seller is not in possession of undisclosed material information.

Positive

• Sale represents only 0.005 % of outstanding shares, implying negligible dilution or price pressure.

Negative

• Ongoing insider selling (6,716 shares sold recently plus 4,369 planned) may be interpreted as reduced insider confidence, albeit at a modest scale.

Insights

Securities Analyst

TL;DR: Very small insider sale (0.005% of shares) – limited market impact, mildly negative optics.

The planned 4,369-share disposition equates to just 0.005 % of CarGurus’ outstanding Class A shares, so it should not meaningfully alter supply-demand dynamics or dilute existing holders. The seller gained the shares through routine vesting compensation, making the transaction appear primarily for personal liquidity rather than a strategic exit. Nonetheless, cumulative insider sales of 11,085 shares in four months could be viewed unfavorably by some investors even if the dollar amounts are immaterial relative to the company’s $3 bn+ market cap. Overall impact: neutral.

Corporate Governance Expert

TL;DR: Routine Rule 144 filing; no governance red flags detected.

The notice follows Rule 144 requirements, disclosing broker, share count, acquisition method, and 10b5-1 representations. Because the sale stems from restricted-stock vesting, it aligns with normal executive compensation practices. Absence of a 10b5-1 plan date suggests discretionary timing, which some governance observers prefer to be pre-planned; however, the marginal size limits concern. I classify the filing as administratively compliant and not materially impactful to governance assessments.

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	4369	144570.21	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			1925	07/01/2025	Compensation
Class A	07/01/2024	Restricted Stock Vesting	Issuer			2444	07/01/2024	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
Zachary Hallowell 1001 Boylston Street 16th Floor Boston MA 02115	Class A	04/02/2025	4892	140057.96
Zachary Hallowell 1001 Boylston Street 16th Floor Boston MA 02115	Class A	04/17/2025	1824	48755.52

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 CARG shares are being sold under this Form 144?

The insider plans to sell 4,369 Class A shares.

What is the market value of the proposed CARG share sale?

The aggregate market value disclosed is $144,570.21.

When is the approximate sale date for the CARG shares?

The filing lists an approximate sale date of 07/02/2025.

How many CARG shares are outstanding?

CarGurus reports 84,630,375 Class A shares outstanding.

Has the insider sold CARG shares recently?

Yes. Over the past three months, the insider sold 6,716 shares for total gross proceeds of $188,813.48.

How were the shares to be sold acquired?

They were obtained through restricted-stock vesting on 07/01/2024 and 07/01/2025.