[144] CarGurus, Inc. SEC Filing

Rhea-AI Filing Summary

CarGurus, Inc. (CARG) – Form 144 filing discloses that an affiliate intends to sell 1,228 Class A shares through Fidelity Brokerage on or about 08-04-2025 on the NASDAQ. At the indicated market price of $32.10 per share, the proposed sale is valued at $39,418.80.

The filer previously disposed of shares during the past three months:

• 5,246 shares on 06-04-2025 for $164,567.02
• 1,325 shares on 07-10-2025 for $46,375.00

Combined with the new notice, the insider will have sold 6,571 shares since June, totaling roughly $250,000.

The company’s outstanding share count is reported at 84.63 million, so the proposed sale represents <0.002 % of shares outstanding, indicating immaterial dilution risk. No purchase price was paid by the insider, as the shares were acquired via restricted-stock vesting on 08-01-2025 and are being sold for personal liquidity. The filing contains no operational or financial performance data and does not signal a change in corporate fundamentals.

Insights

Securities Analyst

TL;DR: Routine insider sale; negligible size, no strategic signal.

The Form 144 merely documents an affiliate’s intent to sell ~1.2 k shares worth ~$39 k. Even including prior June–July dispositions, total insider selling remains well below 0.01 % of the float and does not alter ownership structure or signal distress. Because the shares stem from recent vesting, the sale appears to be ordinary portfolio rebalancing rather than a valuation call. Investors typically monitor sustained, large-scale insider sales; this filing falls short of that threshold. I view the impact on CARG’s valuation as neutral.

Corporate Governance Expert

TL;DR: Governance impact minimal; disclosure meets Rule 144 requirements.

From a governance standpoint, the issuer complies with Rule 144 disclosure, providing transparency on timing, volume and brokerage. The seller attests to possessing no undisclosed material information, and the limited size avoids aggregation issues under Rule 144(e). No 10b5-1 plan is referenced, but the trade size is too small to raise policy concerns. Overall, this is routine housekeeping with no material governance ramifications.

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	1228	39418.80	84630375	08/04/2025	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	08/01/2025	Restricted Stock Vesting	Issuer			1228	08/01/2025	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
Ismail A. El Shareef 1001 Boylston Street 16th Floor Boston MA 02115	Class A	06/04/2025	5246	164567.02
Ismail A. El Shareef 1001 Boylston Street 16th Floor Boston MA 02115	Class A	07/10/2025	1325	46375.00

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 CarGurus (CARG) shares are being sold under this Form 144?

The filer proposes to sell 1,228 Class A shares.

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

At ~$32.10 per share, the sale is valued at $39,418.80.

When is the planned sale date for the CarGurus shares?

The approximate sale date disclosed is 08-04-2025.

Has the insider sold CarGurus shares recently?

Yes. The same individual sold 5,246 shares on 06-04-2025 and 1,325 shares on 07-10-2025.

What percentage of CarGurus’ float do the 1,228 shares represent?

They represent less than 0.002 % of the 84.63 million shares outstanding.

How were the shares acquired by the insider?

The shares were received via restricted-stock vesting on 08-01-2025 as compensation.