CarGurus Form 144 Discloses 4,167-Share Sale From Vested Stock

Rhea-AI Filing Summary

CarGurus (CARG) Form 144 notice: An individual proposes to sell 4,167 Class A shares on NASDAQ, reported with Fidelity Brokerage Services as the broker. The shares were acquired on 10/01/2025 through restricted stock vesting and are being sold as compensation. The proposed sale lists an aggregate market value of $157,095.90 and the company reports 85,043,939 Class A shares outstanding. The filer also disclosed two prior sales this year: 4,168 shares on 07/02/2025 for $137,919.12 and 1,346 shares on 09/02/2025 for $45,831.30. The form includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Sale arises from restricted stock vesting, indicating the shares were issued as compensation rather than purchased on market
• Broker and exchange disclosed (Fidelity Brokerage Services; NASDAQ), supporting execution transparency
• Prior insider sales disclosed for the past three months, meeting Rule 144 reporting requirements

Negative

• Insider is selling shares, which may modestly increase available supply of Class A shares
• Aggregate market value of proposed sale is $157,095.90, reflecting insider liquidity that investors may note

Insights

Securities Analyst

TL;DR: Routine insider sale from vested restricted stock; disclosed prior sales; not clearly material to company fundamentals.

The notice documents a proposed sale of 4,167 Class A shares acquired via restricted stock vesting and sold through Fidelity. The transaction is compensation-related rather than a market purchase, and prior sales in July and September are disclosed, showing ongoing disposition activity by the same person. Given the company's reported 85m Class A shares outstanding and the modest aggregate values disclosed, this filing appears to be routine insider liquidity rather than a material corporate development.

Corporate Governance Expert

TL;DR: Disclosure meets Rule 144 requirements; seller affirms no undisclosed material information.

The form provides required details: acquisition date, nature (restricted stock vesting), broker, quantities, aggregate market values, and past three-month sales. The seller's signed representation about material nonpublic information is included. From a governance perspective, the filing is a standard compliance disclosure documenting an insider's compensation-related share disposition.

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	4167	157095.90	85043939	10/02/2025	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	10/01/2025	Restricted Stock Vesting	Issuer			4167	10/01/2025	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
Dafna Sarnoff 1001 Boylston Street 16th Floor Boston MA 02115	Class A	07/02/2025	4168	137919.12
Dafna Sarnoff 1001 Boylston Street 16th Floor Boston MA 02115	Class A	09/02/2025	1346	45831.30

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

What is being reported in the CARG Form 144?

The notice reports a proposed sale of 4,167 Class A shares on NASDAQ by an individual, acquired via restricted stock vesting on 10/01/2025.

Who is the broker and where will the shares trade?

The broker is Fidelity Brokerage Services LLC and the proposed sale is listed on NASDAQ.

What is the aggregate market value of the proposed sale?

The aggregate market value for the proposed 4,167 shares is reported as $157,095.90.

Has the seller sold other Company shares recently?

Yes. The filer disclosed sales of 4,168 shares on 07/02/2025 for $137,919.12 and 1,346 shares on 09/02/2025 for $45,831.30.

How many Class A shares does CarGurus report outstanding?

The form lists 85,043,939 Class A shares outstanding.