CarGurus names Matthew Mandel CFO, $5.5M RSUs

CarGurus, Inc. (CARG) appointed Matthew Mandel as Chief Financial Officer, principal financial officer, and principal accounting officer, effective October 19, 2026, succeeding CEO Jason Trevisan in his interim finance roles while Trevisan remains CEO.

Rhea-AI Filing Summary

CarGurus, Inc. (CARG) appointed Matthew Mandel as Chief Financial Officer, principal financial officer, and principal accounting officer, effective October 19, 2026, succeeding CEO Jason Trevisan in his interim finance roles while Trevisan remains CEO. Mandel joins from Fleetio, where he served as CFO and COO, and previously held senior roles at Cometeer, Wayfair, Advent International, and Bain Capital.

Under his offer letter, Mandel will receive a $450,000 annual base salary, a target annual bonus of up to $450,000 (prorated for 2026), and a $250,000 cash sign-on bonus subject to 12‑month clawback conditions. He will also receive a one-time $15,000 payment for legal fees. On the start date, he is scheduled to receive $5,500,000 in RSUs under the company’s 2017 Omnibus Incentive Compensation Plan, vesting 25% after one year and quarterly over three subsequent years, with accelerated vesting on certain terminations following a Change of Control.

If terminated without Cause or he resigns for Good Reason, Mandel is eligible, subject to a release, for a lump-sum payment equal to nine months of base salary, any earned but unpaid prior-year bonus, and nine months of COBRA premiums, plus partial RSU vesting if such a termination occurs within his first year based on completed three‑month employment periods. His arrangements also include restrictive covenants, a Section 280G “best net” cutback, and the company’s standard indemnification agreement.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Annual base salary: $450,000 Target annual bonus: $450,000 Cash sign-on bonus: $250,000 +5 more

8 metrics

Annual base salary $450,000 Base salary for Matthew Mandel as CFO under the offer letter

Target annual bonus $450,000 Maximum target bonus opportunity per year, prorated for 2026

Cash sign-on bonus $250,000 One-time sign-on bonus, payable 50% within 60 days and 50% after six months, with 12-month clawback

Legal fee payment $15,000 One-time cash payment to cover legal fees related to employment arrangements

Initial RSU Grant $5,500,000 Grant value in RSUs under the 2017 Omnibus Incentive Compensation Plan on the start date

Severance base-salary period 9 months Base salary coverage in lump-sum severance for qualifying termination

COBRA premium period 9 months COBRA premiums included in severance payment for qualifying termination

First-year RSU vesting thresholds 6.25%, 12.5%, 18.75% RSU vesting portions on First-Year Qualifying Termination after 3, 6, and 9 months of employment

Key Terms

Omnibus Incentive Compensation Plan, restricted stock units, Change of Control, COBRA premiums, +2 more

6 terms

Omnibus Incentive Compensation Plan financial

"eligible to participate in the Company’s Omnibus Incentive Compensation Plan (the “2017 Plan”)"

An omnibus incentive compensation plan is a single, flexible program that lets a company grant different kinds of pay — such as cash bonuses, stock options, restricted stock, or performance awards — to employees, executives and directors. Investors care because the plan affects how much ownership can be given away (dilution), how much the company spends on pay, and whether executives’ goals are aligned with shareholders, much like a menu that decides what rewards staff can pick and how costly they are.

restricted stock units financial

"he will be awarded $5,500,000 in restricted stock units (“RSUs”)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Change of Control financial

"upon or within 12 months following a Change of Control (as defined in the 2017 Plan)"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

COBRA premiums financial

"an amount equal to nine months of COBRA premiums"

Section 280G “best net” cutback financial

"The Offer Letter also provides for a Section 280G “best net” cutback"

First-Year Qualifying Termination financial

"if Mr. Mandel experiences a First-Year Qualifying Termination (as defined below)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive leadership change did CarGurus (CARG) announce?

CarGurus appointed Matthew Mandel as Chief Financial Officer, principal financial officer, and principal accounting officer effective October 19, 2026, succeeding CEO Jason Trevisan in the interim finance roles while Trevisan continues as Chief Executive Officer.

What is the compensation package for the new CARG CFO Matthew Mandel?

Mandel will receive an annual base salary of $450,000, a target annual bonus of up to $450,000 (prorated for 2026), a $250,000 sign-on bonus subject to clawback within 12 months in certain cases, and a one-time $15,000 payment for legal fees.

What equity award is CarGurus (CARG) granting to its new CFO?

On his start date, Mandel will be granted $5,500,000 in restricted stock units under the 2017 Omnibus Incentive Compensation Plan, with 25% vesting on the first anniversary of his start date and the remainder vesting in substantially equal quarterly installments over the next three years.

What severance benefits can the new CARG CFO receive upon termination?

If CarGurus terminates Mandel without Cause or he resigns for Good Reason, and he signs a release, he is entitled to a lump-sum equal to nine months of base salary, any earned but unpaid prior-year bonus, and nine months of COBRA premiums, plus potential partial RSU vesting for certain first-year terminations.

How does a change of control affect the new CARG CFO’s RSUs?

If Mandel is terminated without Cause or resigns for Good Reason upon or within 12 months following a Change of Control, any unvested RSUs from his initial grant will vest in full, subject to the terms of the RSU agreement and the 2017 Plan.

What restrictive covenants apply to CarGurus’ new CFO?

Mandel agreed to maintain confidentiality and assign inventions to CarGurus, and for one year after employment (subject to certain extensions), he may not compete with the company, interfere or do business with its customers or affiliates, or solicit its employees or service providers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/03/2026 - 08:56 AM EDT Accepted by SEC EDGAR 09/03/2026 - 08:55 AM EDT Learn about SEC filing dates

false 0001494259 0001494259 2026-08-28 2026-08-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2026

CarGurus, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-38233		04-3843478
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1001 Boylston Street, 16^th Floor

Boston, Massachusetts 02115

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 354-0068

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share		CARG		The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 3, 2026, CarGurus, Inc. (the “Company”) announced the appointment of Matthew Mandel as the Company’s Chief Financial Officer as well as its principal financial officer and principal accounting officer, effective October 19, 2026 (the “Start Date”). In connection with the appointment of Mr. Mandel as the Company’s Chief Financial Officer, Jason Trevisan, the Company’s Chief Executive Officer, will step down from his role as the Company’s interim principal financial officer and principal accounting officer effective the Start Date. Mr. Trevisan will continue to serve in his role as the Company’s Chief Executive Officer.

Mr. Mandel, age 42, joins the Company from Fleetio, a leading fleet maintenance and optimization software platform, where he currently serves as Chief Financial Officer and Chief Operating Officer, a role he has held since November 2023. Between August 2020 and August 2023 he served in various roles at Cometeer, a beverage technology company, including Co-Chief Executive Officer from January 2023 to August 2023 and Chief Operating Officer from August 2020 to January 2023, with responsibility for the finance function starting in the 2nd quarter of 2022. Prior to that, Mr. Mandel held various roles at Wayfair Inc., an e-commerce company, between April 2017 and August 2020, including General Manager, Head of North American Transportation and Home Delivery. Between July 2012 and March 2017 he served as Vice President at Advent International, a global private equity firm. Mr. Mandel holds a Master of Business Administration degree from Harvard Business School and a Bachelor of Arts in Public Policy from Duke University.

In connection with his appointment, the Company and Mr. Mandel entered into an offer letter (the “Offer Letter”) pursuant to which he will receive an annual base salary of $450,000 and will be eligible to participate in the CarGurus Annual Incentive Plan, with a target bonus of up to $450,000, which, for 2026, will be prorated based upon the Start Date. Mr. Mandel will receive a one-time cash sign-on bonus of $250,000, 50% of which will be paid within 60 days following the Start Date and 50% of which will be paid on the next regular pay day following the six-month anniversary of the Start Date. If, within the 12 months immediately following the Start Date, the Company terminates Mr. Mandel’s employment for Cause (as defined in the Offer Letter) or if Mr. Mandel terminates his employment without Good Reason (as defined in the Offer Letter), Mr. Mandel must immediately repay any amount of the sign-on bonus then paid to the Company. Subject to the commencement of his employment with the Company, Mr. Mandel will also receive a one-time cash payment of $15,000 intended to cover legal fees and expenses incurred in connection with the negotiation and documentation of his employment arrangements, which will be paid within 60 days following the Start Date. The Offer Letter also provides for a Section 280G “best net” cutback, pursuant to which payments and benefits that would otherwise be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, will be reduced to the extent such reduction would result in a greater after-tax benefit to Mr. Mandel.

In addition, the Offer Letter provides that Mr. Mandel will be eligible to participate in the Company’s Omnibus Incentive Compensation Plan (the “2017 Plan”) and, on the Start Date, he will be awarded $5,500,000 in restricted stock units (“RSUs”) under the 2017 Plan and evidenced on the form of RSU agreement attached as Exhibit A to the Offer Letter (the “RSU Agreement”) (such grant, the “Initial RSU Grant”). The RSUs are subject to a service-based vesting requirement, with 25% of the RSUs to vest on the first anniversary of the Start Date, with the balance to vest in substantially equal installments at the end of each three-month period for three years thereafter, subject to Mr. Mandel’s continued employment or service with the Company through the applicable vesting dates. In addition, if Mr. Mandel is terminated by us without Cause (as defined in the RSU Agreement) or Mr. Mandel terminates his employment for Good Reason (as defined in the RSU Agreement) upon or within 12 months following a Change of Control (as defined in the 2017 Plan), any unvested RSUs will vest in full.

Pursuant to the Offer Letter, if the Company terminates Mr. Mandel’s employment without Cause (as defined in the Offer Letter), or Mr. Mandel terminates his employment for Good Reason (as defined in the Offer Letter), he will receive accrued compensation through the date of termination and, provided he executes and does not revoke a release of claims, he will be entitled to: (i) nine months of his base salary, (ii) any annual bonus earned but unpaid for the prior year, and (iii) an amount equal to nine months of COBRA premiums (collectively, the “Severance Amounts”). The Severance Amounts will be paid together in a single lump-sum payment within 60 days following the termination date. In addition, if Mr. Mandel experiences a First-Year Qualifying Termination (as defined below) prior to the first anniversary of the Start Date, provided he executes and does not revoke a release of claims, a portion of the RSUs subject to the Initial RSU Grant will become vested upon satisfaction of such release conditions, with the amount determined as of the First-Year Qualifying Termination based on Mr. Mandel’s completed three-month periods of employment with the Company following the Start Date, as follows: (1) upon completion of three months of employment with the Company, 6.25% of the RSUs subject to the Initial RSU Grant; (2) upon completion of six months of employment with the Company, 12.5% of the RSUs subject to the Initial RSU Grant; and (3) upon completion of nine months of employment with the Company, 18.75% of the RSUs subject to the Initial RSU Grant. No vesting credit will be given for any partial three-month period of employment with the Company. Any RSUs that remain unvested following application of a First-Year Qualifying Termination will terminate and be forfeited. For purposes of the RSU Agreement, the term “First-Year Qualifying Termination” means a termination of Mr. Mandel’s employment by the Company without Cause (as defined in the Offer Letter) or by Mr. Mandel for Good Reason (as defined

in the Offer Letter). For the avoidance of doubt, the definitions of Cause and Good Reason, as each is defined in the Offer Letter, apply solely to those provisions in the RSU Agreement regarding a First-Year Qualifying Termination.

As a condition to his employment, Mr. Mandel also signed a customary confidential information and invention assignment agreement with the Company, which provides that at all times during Mr. Mandel’s employment and thereafter, he will maintain the confidentiality of all confidential information obtained by him as a result of his employment and assign to the Company all inventions relating to his employment with the Company. In addition, during the term of Mr. Mandel’s employment, and for the one-year period (subject to certain extensions in the event of a breach) after Mr. Mandel’s termination of employment, Mr. Mandel cannot (i) compete against the Company, (ii) interfere or do business with any customers or affiliates of the Company, or (iii) solicit in any way the employees of the Company or any others who provide services to the Company.

Mr. Mandel and the Company will also enter into the Company’s standard indemnification agreement, a form of which has been previously filed with the U.S. Securities and Exchange Commission

No family relationships exist between Mr. Mandel and any of the Company’s directors or other executive officers. There are no arrangements or understandings between Mr. Mandel and any other person pursuant to which Mr. Mandel was selected as an officer of the Company. Mr. Mandel has not had a direct or indirect material interest in any transaction since the beginning of the Company’s last fiscal year or any currently proposed transaction, in which, the Company is or was a participant that would require disclosure under to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

A copy of the Offer Letter is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the employment terms of Mr. Mandel is a summary only and is qualified in its entirety by reference to Exhibit 10.1.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release announcing Mr. Mandel’s appointment as Chief Financial Officer is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in this Item 7.01 and in Exhibit 99.1 hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Offer Letter between the Company and Mr. Mandel, dated August 28, 2026.
99.1		Press Release of CarGurus, Inc. dated September 3, 2026.*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* The press release attached hereto as Exhibit 99.1 is “furnished” and not “filed.”

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.

				CARGURUS, INC.
Date: September 3, 2026				By:		/s/ Javier Zamora
						Name: Javier Zamora
						Title: General Counsel & Corporate Secretary

Exhibit 99.1

FOR IMMEDIATE RELEASE

CarGurus Appoints Matthew Mandel as Chief Financial Officer

Finance and operations leader brings deep marketplace and software

experience, scaling consumer and B2B brands

BOSTON, Sept. 3, 2026 – CarGurus (Nasdaq: CARG), the No. 1 most visited automotive shopping site in the U.S.¹, today announced it has appointed Matthew Mandel as Chief Financial Officer (CFO), effective Oct. 19, 2026. Reporting to CarGurus Chief Executive Officer (CEO) Jason Trevisan, Mandel will lead financial strategy and operations; corporate development; and leadership operations as the company focuses on accelerating product innovation to deepen its role as a trusted partner for dealers and expert guide for shoppers. He succeeds Trevisan, who has served as interim principal financial and principal accounting officer since March 2025.

“Matt has a unique combination of strategic, operational, financial, and people leadership strengths that are well matched to our priorities as we grow our leading marketplace into a multi-product platform,” said Trevisan, CarGurus CEO. “His impact at both large-scale and hypergrowth organizations translates directly to our focus on expanding dealer software and data intelligence offerings and developing a trusted, AI-led consumer shopping experience. Matt’s role sits at the center of that strategy and our disciplined approach to capital, earnings power, and stockholder value.”

Mandel brings deep experience scaling teams with a focus on driving enterprise value through customer-centric products and technology. He joins CarGurus from Fleetio, a leading fleet maintenance and optimization software platform, where he was CFO and Chief Operating Officer (COO) since November 2023. Before Fleetio, he was COO and then Co-CEO at Cometeer, a beverage technology company, where his responsibilities included overseeing finance, strategy, and operations. Before Cometeer, Mandel held senior roles at Wayfair, including as head of the company’s North American Transportation and Home Delivery business, and prior to that was an investment professional at Advent International and Bain Capital.

“CarGurus’ market leadership and strong business model, exciting product roadmap, and talented team drew me to this role,” said Mandel. “It’s especially compelling to support the company’s evolution as it invests in platform growth across the dealer workflow and consumer journey.”

Mandel has an M.B.A. from Harvard Business School and a Bachelor of Arts from Duke University.

About CarGurus, Inc.

CarGurus (Nasdaq: CARG) is the leading multinational automotive platform helping consumers and dealers confidently buy and sell vehicles. Founded in 2006 with a mission to bring more trust and transparency to car shopping, CarGurus is the No. 1 visited automotive shopping site in the U.S.¹ with the largest selection of inventory and network of dealers.² CarGurus’ unmatched selection, trusted automotive insights, and data-driven products and solutions support each shopper’s journey — from online research and shopping to in-dealership decisions — to empower them at every step. And, by translating data from billions of monthly site interactions, CarGurus provides dealers a personalized, predictive intelligence platform with software solutions that helps them run their businesses more efficiently and profitably at all stages of inventory acquisition and pricing, marketing, and conversion to sale.

CarGurus operates online marketplaces in the U.S., U.K., and Canada. The company’s network of brands includes PistonHeads, the largest online motoring community in the U.K.³, and Autolist, a U.S.- based online marketplace.

To learn more about CarGurus, visit www.cargurus.com.

¹Similarweb: Traffic and Engagement Report (Cars.com, Autotrader.com, TrueCar.com, CARFAX.com

Listings (defined as CARFAX.com Total Visits minus Vehicle History Reports)), Q2 2026, U.S.

²Compared to Autotrader.com, Cars.com, TrueCar.com, and CARFAX (Joreca as of June 30, 2026)

³Similarweb: Traffic Insights, Q2 2026, U.K.

CarGurus^® and Autolist^® are each a registered trademark of CarGurus, Inc., and PistonHeads^® is a registered trademark of CarGurus Ireland Limited in the U.K. and the European Union. All other product names, trademarks, and registered trademarks are property of their respective owners.

© 2026 CarGurus, Inc., All Rights Reserved.

Media Contact:

Maggie Meluzio

Director, Public Relations & External Communications

pr@cargurus.com

Investor Contact:

Kirndeep Singh

Vice President, Head of Investor Relations

investors@cargurus.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 9.1 KB

Agreements & Contracts

• EX-10.1 EX-10.1 135.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB