STOCK TITAN

CarGurus (Nasdaq: CARG) posts Q2 growth, halves revolver but extends to 2031

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CarGurus, Inc. amended its revolving credit facility, cutting aggregate commitments from $400.0 million to $200.0 million while extending the maturity from September 26, 2027 to August 6, 2031. The amendment also raises the Cash‑Capped Incremental Facility cap to the greater of $380.0 million and 100% of trailing four‑quarter consolidated EBITDA and adds an incurrence covenant requiring a Consolidated Total Gross Leverage Ratio at or below 6.25:1.00 for certain new debt.

For the quarter ended June 30, 2026, revenue from continuing operations was $251.0 million, up 13% year over year, with GAAP net income from continuing operations of $49.2 million and non‑GAAP Adjusted EBITDA from continuing operations of $84.7 million. Operating cash flow was $94.6 million and non‑GAAP free cash flow $87.7 million. Cash and cash equivalents were $122.1 million, a 36% decline from December 31, 2025, and the company repurchased $29.2 million of stock in Q2, bringing cumulative buybacks since December 2022 to over 30% of shares outstanding.

Total paying dealers reached 34,629, up 5% year over year, and consolidated QARSD rose 7% to $6,771. Management guided Q3 2026 revenue to $253.5–$258.5 million, non‑GAAP Adjusted EBITDA from continuing operations to $82.0–$90.0 million, and non‑GAAP EPS from continuing operations to $0.63–$0.69, with full‑year 2026 revenue growth of 10%–13% and a modest decline in Adjusted EBITDA margin.

Positive

  • Revenue rose 13% YoY to $251.0M with strong free cash flow.

Negative

  • Cash balance fell 36% to $122.1M and share repurchases continued.

Insights

Analyzing...

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $251.0 million Revenue from continuing operations; 13% year-over-year increase
Q2 2026 GAAP net income from continuing operations $49.2 million Quarter ended June 30, 2026; net margin 20%
Q2 2026 Non-GAAP Adjusted EBITDA $84.7 million From continuing operations; 7% year-over-year increase; 34% margin
Operating cash flow Q2 2026 $94.6 million Net cash provided by operating activities for the quarter ended June 30, 2026
Cash and cash equivalents $122.1 million Balance at June 30, 2026; 36% lower than December 31, 2025
Total paying dealers 34,629 Paying dealers at June 30, 2026; 5% year-over-year increase
Revolving credit commitments $200.0 million Aggregate commitments after First Amendment; reduced from $400.0 million
Credit facility maturity August 6, 2031 New maturity date of the revolving credit facility after amendment
Cash-Capped Incremental Facility financial
"increases the cap of the Cash-Capped Incremental Facility to the greater"
Consolidated Total Gross Leverage Ratio financial
"the Consolidated Total Gross Leverage Ratio does not exceed 6.25:1.00"
Non-GAAP Adjusted EBITDA from continuing operations financial
"Non-GAAP adjusted EBITDA from continuing operations of $84.7 million"
Quarterly Average Revenue per Subscribing Dealer financial
"We define Quarterly Average Revenue per Subscribing Dealer (“QARSD”)"
discontinued operations financial
"presented the financial results of CarOffer as discontinued operations in the"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
Revenue $251.0 million 13% year-over-year increase
GAAP net income from continuing operations $49.2 million unchanged versus Q2 2025
Non-GAAP Adjusted EBITDA from continuing operations $84.7 million 7% year-over-year increase
Non-GAAP diluted EPS from continuing operations $0.66 increased from $0.57 in Q2 2025
Guidance

CarGurus guided Q3 2026 revenue to $253.5–$258.5 million, non-GAAP Adjusted EBITDA from continuing operations to $82.0–$90.0 million, non-GAAP EPS from continuing operations to $0.63–$0.69, and full-year 2026 revenue growth to 10%–13% with a 0.5%–1.5% Adjusted EBITDA margin decline.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What were CarGurus (CARG) key financial results for Q2 2026?

CarGurus reported Q2 2026 revenue of $251.0 million, up 13% year over year, GAAP net income from continuing operations of $49.2 million, non‑GAAP Adjusted EBITDA of $84.7 million, operating cash flow of $94.6 million, and diluted non‑GAAP EPS from continuing operations of $0.66.

How did CarGurus (CARG) amend its credit facility in August 2026?

On August 6, 2026, CarGurus reduced its revolving credit commitments from $400.0 million to $200.0 million and extended the maturity to August 6, 2031. The amendment also increased the Cash‑Capped Incremental Facility cap and added a 6.25:1.00 Consolidated Total Gross Leverage Ratio covenant.

What guidance did CarGurus (CARG) provide for Q3 and full-year 2026?

For Q3 2026, CarGurus guided revenue to $253.5–$258.5 million, non‑GAAP Adjusted EBITDA from continuing operations to $82.0–$90.0 million, and non‑GAAP EPS from continuing operations to $0.63–$0.69. For full‑year 2026, it expects revenue growth of 10%–13% and a 0.5%–1.5% EBITDA margin decline.

How many paying dealers did CarGurus (CARG) have in Q2 2026?

At June 30, 2026, CarGurus had 34,629 total paying dealers, a 5% increase year over year. U.S. paying dealers were 26,151, up 3%, and international paying dealers were 8,478, up 11%, with consolidated QARSD rising 7% to $6,771.

What were CarGurus (CARG) cash levels and share repurchases in Q2 2026?

CarGurus ended June 30, 2026 with $122.1 million in cash and cash equivalents, down 36% versus December 31, 2025. In Q2 2026 it repurchased $29.2 million of stock, bringing total repurchases since December 2022 to over 30% of shares outstanding.

How did CarGurus (CARG) profitability metrics trend in Q2 2026?

GAAP net income from continuing operations was $49.2 million with a 20% margin, flat versus prior year. Non‑GAAP Adjusted EBITDA from continuing operations reached $84.7 million, up 7% year over year, with a 34% margin, while GAAP gross margin remained high at 92%.
0001494259false00014942592026-08-062026-08-06

 

 

 

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 6, 2026

img81282173_0.gif

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, 16th 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 1.01 Entry into a Material Definitive Agreement.

On August 6, 2026, CarGurus, Inc., a Delaware corporation (the “Company”), entered into the First Amendment (the “Amendment”), to that certain Credit Agreement dated September 26, 2022 (as previously amended, supplemented or otherwise modified, the “Existing Credit Agreement,” and as amended by the Amendment, the “Credit Agreement”), by and among the Company, PNC Bank, National Association, as administrative agent and collateral agent, and an L/C Issuer, and the other lenders, L/C Issuers and parties thereto from time to time. Capitalized terms used in this Current Report on Form 8-K without definition shall have the meanings assigned thereto in the Credit Agreement.

The Amendment, among other things, (i) reduces the aggregate revolving commitments under the Credit Agreement from $400.0 million to $200.0 million (“the Credit Facility”), (ii) extends the maturity date of the Credit Facility from September 26, 2027 to August 6, 2031, (iii) increases the cap of the Cash-Capped Incremental Facility to the greater of $380.0 million and 100% of the trailing four quarters of consolidated EBITDA, and (iv) adds a new incurrence-based covenant that prohibits the Company from incurring certain indebtedness unless, after giving pro forma effect thereto, the Consolidated Total Gross Leverage Ratio does not exceed 6.25:1.00. Except as expressly modified by the Amendment, the material terms of the Existing Credit Agreement remain unchanged and continue in full force and effect.

The foregoing description of the material terms of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, reference to the full text of the Amendment, which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2026, the Company announced its financial results for the quarter ended June 30, 2026. The full text of the press release issued by the Company in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The press release attached as Exhibit 99.1 hereto is being furnished pursuant to Item 2.02 of this Current Report on Form 8-K 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 of 1933, as amended, 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

 

First Amendment, dated as of August 6, 2026, to the Credit Agreement, dated September 26, 2022, by and among the Registrant, as borrower, PNC Bank, National Association, as administrative agent, collateral agent, and an L/C Issuer, and the other lenders, L/C Issuers and other parties party thereto

 

99.1

Press Release of CarGurus, Inc., dated August 6, 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: August 6, 2026

By:

/s/ Jason Trevisan

Name: Jason Trevisan

Title: Chief Executive Officer

 

 


Exhibit 99.1

 

img239243378_0.gif

 

CarGurus Announces Second Quarter 2026 Results

Q2'26 revenue grew 13% YoY to $251.0 million, above the midpoint of our guidance range

Q2'26 GAAP net income from continuing operations of $49.2 million; non-GAAP adjusted EBITDA from continuing operations of $84.7 million, toward the high end of our guidance range

Q2'26 cash flow from operations of $94.6 million; non-GAAP free cash flow of $87.7 million

Repurchased $29.2 million worth of shares in Q2'26, bringing total repurchases since December 2022 to over 30% of shares outstanding

BOSTON, August 6, 2026 - CarGurus, Inc. (Nasdaq: CARG), the No. 1 visited automotive shopping site in the U.S.1, today announced financial results for the second quarter ended June 30, 2026.

“We delivered strong second-quarter results, with 13% year-over-year revenue growth and continued momentum in our International business,” said Jason Trevisan, Chief Executive Officer at CarGurus. “We expanded the use of data and predictive intelligence in dealer workflows through our AI-powered products and solutions. At the same time, this quarter we introduced Guru, our consumer-facing AI layer that advances our broader strategy of becoming a trusted, AI-led expert consumer guide across the full car-shopping journey. Together, our dealer and consumer initiatives have been driving deeper engagement, which we believe strengthens our competitive position and creates durable long-term value for our customers and stockholders.”

1


 

Second Quarter Financial Highlights

Below are our financial highlights from continuing operations(1) for the three and six months ended June 30, 2026.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30, 2026

 

 

June 30, 2026

 

 

 

Results
(in millions)

 

 

Variance from Prior Year

 

 

Results
(in millions)

 

 

Variance from Prior Year

 

Revenue

 

$

251.0

 

 

 

13

%

 

$

494.5

 

 

 

14

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit (2)

 

$

231.1

 

 

 

12

%

 

$

455.7

 

 

 

13

%

% Margin

 

 

92

%

 

(86) bps

 

 

 

92

%

 

(93) bps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses (2)

 

$

168.1

 

 

 

15

%

 

$

352.7

 

 

 

20

%

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net Income from continuing operations (2)

 

$

49.2

 

 

 

0

%

 

$

81.4

 

 

 

(11

)%

% Margin

 

 

20

%

 

(247) bps

 

 

 

16

%

 

(451) bps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Adjusted EBITDA from continuing operations (3)

 

$

84.7

 

 

 

7

%

 

$

165.0

 

 

 

11

%

% Margin (3)

 

 

34

%

 

(199) bps

 

 

 

33

%

 

(74) bps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at period end (4)

 

$

122.1

 

 

 

(36

)%

 

$

122.1

 

 

 

(36

)%

 

(1)
In August 2025 the Board of Directors of CarGurus approved the wind-down of CarOffer, LLC (“CarOffer”), which was completed as of December 31, 2025. We have presented the financial results of CarOffer as discontinued operations in the Unaudited Condensed Consolidated Financial Statements. No assets or liabilities were classified as discontinued operations as of June 30, 2026 or December 31, 2025. No results of operations were classified as discontinued operations for the three and six months ended June 30, 2026. The Unaudited Condensed Consolidated Income Statement for the three and six months ended June 30, 2025, was derived from the Unaudited Condensed Consolidated Income Statement of CarGurus, Inc. as of that date, adjusted for the reclassification of discontinued operations. The Unaudited Condensed Consolidated Statement of Cash Flows as of June 30, 2025, related to discontinued operations has not been separately reclassified and are included within the period referenced.
(2)
During the three months ended June 30, 2026, we recognized $0.5 million of impairment in operating expenses. During the six months ended June 30, 2026, we recognized $20.2 million of impairments, inclusive of $0.5 million in cost of revenue and $19.7 million in operating expenses. During the three and six months ended June 30, 2025, we recognized $0.5 million of impairment in operating expenses.
(3)
For more information regarding our use of non-GAAP Adjusted EBITDA from continuing operations and other non-GAAP financial measures, please see the reconciliations of GAAP financial measures to non-GAAP financial measures and the section titled “Non-GAAP Financial Measures and Other Business Metrics” below.
(4)
Variance represents the change from December 31, 2025.

 

 

 

Three Months Ended

 

 

 

June 30, 2026

 

 

 

Results

 

 

Variance from Prior Year

 

Key Performance Indicators (1)

 

 

 

 

 

 

U.S. Paying Dealers

 

 

26,151

 

 

 

3

%

International Paying Dealers

 

 

8,478

 

 

 

11

%

Total Paying Dealers

 

 

34,629

 

 

 

5

%

 

 

 

 

 

 

 

U.S. QARSD

 

$

8,134

 

 

 

8

%

International QARSD

 

$

2,568

 

 

 

11

%

Consolidated QARSD

 

$

6,771

 

 

 

7

%

(1)
For more information regarding our use of Key Performance Indicators, please see the section titled “Non-GAAP Financial Measures and Other Business Metrics” below.

2


 

Third Quarter and Full-Year 2026 Guidance

The table below provides CarGurus’ guidance, which is based on recent market trends, industry conditions, and management’s expectations and assumptions as of today.

 

Third Quarter 2026 Guidance Metrics

Values

Total revenue

$253.5 million to $258.5 million

Non-GAAP Adjusted EBITDA from continuing operations

$82.0 million to $90.0 million

Non-GAAP Earnings per Share from continuing operations

$0.63 to $0.69

 

Full-Year 2026 Guidance Metrics

Values

Revenue change YoY

10% to 13%

Non-GAAP Adjusted EBITDA from continuing operations margin change YoY

(0.5)% to (1.5)%

Guidance for the third quarter 2026 non-GAAP earnings per share from continuing operations calculations assumes 90.0 million diluted weighted-average common shares outstanding.

The assumptions that are built into guidance for the third quarter and full-year 2026 regarding our pace of paid dealer acquisition, churn, and expansion activity for the relevant period are based on recent market trends and industry conditions. Guidance for the third quarter and full-year 2026 excludes macro-level industry issues that result in dealers and consumers materially changing their recent market trends or that cause us to enact measures to assist dealers. Guidance also excludes any potential impact of future foreign currency exchange gains or losses. CarGurus may incur charges, realize gains or losses, or experience other events or circumstances in 2026 that could cause any of these assumptions to change and/or actual results to vary from this guidance.

CarGurus has not reconciled its guidance of non-GAAP Adjusted EBITDA from continuing operations to GAAP net income from continuing operations or non-GAAP earnings per share from continuing operations to GAAP earnings per share from continuing operations because we are unable to accurately predict without unreasonable effort the exact amount or timing of certain reconciling items between such GAAP and non-GAAP financial measures, including, as applicable, depreciation expenses, amortization of intangible assets, non-intangible amortization, stock-based compensation, impairments, other income, net, and income tax effects. The variability of these reconciling items could have a significant impact on our future GAAP reported results.

3


 

Conference Call and Webcast Information

CarGurus will host a conference call and live webcast to discuss its second quarter 2026 financial results and business outlook at 5:00 p.m. Eastern Time today, August 6, 2026. To access the conference call, dial (877) 451-6152 for callers in the U.S. or Canada, or (201) 389-0879 for international callers. The webcast will be available live on the Investors section of CarGurus’ website at investors.cargurus.com.

An audio replay of the call will also be available to investors beginning at approximately 8:00 p.m. Eastern Time today, August 6, 2026, until 11:59 p.m. Eastern Time on August 20, 2026, by dialing (844) 512-2921 for callers in the U.S. or Canada, or (412) 317-6671 for international callers, and entering passcode 13759727. In addition, an archived webcast will be available on the Investors section of CarGurus’ website at investors.cargurus.com.

About CarGurus

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.

1 Similarweb: 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 and Engagement Report, 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.

4


 

Cautionary Language Concerning Forward-Looking Statements

This press release includes forward-looking statements. Other than statements of historical facts, all statements contained in this press release, including statements regarding our future financial and operating results; our third quarter and full-year 2026 financial and business performance, including guidance; our plans to focus on technology and analytics that will enable smarter sourcing and pricing decisions; our business and growth strategy and our plans to execute on our growth strategy; our ability to grow our business profitably and efficiently; our capital allocation and investment strategy; our plans relating to share repurchases; the attractiveness and value proposition of our current offerings and other product opportunities; the potential of, and expectations for, our current offerings and other product opportunities; our ability to maintain existing and acquire new customers; addressable opportunities; our expectation that we will continue to invest in growth initiatives; our ability to quickly make transformations necessary for our business to achieve long-term goals; and our ability to overcome challenges facing the automotive industry ecosystem, including inventory supply problems, global supply chain challenges, including disruptions to pre-existing supply chains and vendor relations, changes to trade policies or tariff regulations, financial market volatility and disruption, increased interest rates, inflationary concerns, and other macroeconomic issues, including uncertain or volatile economic conditions in the U.S. and abroad, are forward-looking statements. The words “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “goal,” “guide,” “guidance,” “intend,” “may,” “might,” “plan,” “potential,” “predicts,” “projects,” “seeks,” “should,” “target,” “will,” “would,” and similar expressions and their negatives are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we reasonably believe may affect our business, financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, financial needs, and growth prospects. You should not rely upon forward-looking statements as predictions of future events.

These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such statements, including risks related to our growth and our ability to grow our revenue; our relationships with dealers; competition in the markets in which we operate; market growth; our ability to innovate; increased inflation and interest rates, global supply chain challenges, changes in international trade policies, including tariffs, volatile economic conditions, and other macroeconomic issues; the impact of changes in tax law and related guidance and regulations that may be implemented, including on tax rates, our business, and our financial results; the impact of new or improved technologies, including artificial intelligence, on our business, operations, and strategy; changes in our key personnel; natural disasters, epidemics, or pandemics; and our ability to operate in compliance with applicable laws as well as other risks and uncertainties as may be detailed from time to time in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other reports we file with the U.S. Securities and Exchange Commission. We operate in a very competitive and rapidly changing environments. New risks and uncertainties emerge from time to time. It is not possible for us to predict all risks and uncertainties that could have an impact on any forward-looking statements we may make. We are under no duty to update any of these forward-looking statements after the date of this press release to conform these statements to actual results or revised expectations, except as required by law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

Investor Contact:

Kirndeep Singh

Vice President, Head of Investor Relations

investors@cargurus.com

Media Contact:

Maggie Meluzio

Director, Public Relations and External Communications

pr@cargurus.com

 

5


 

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)

 

 

 

As of
June 30,
2026

 

 

As of
December 31,
2025

 

Assets

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

122,136

 

 

$

190,518

 

Accounts receivable, net of allowance for doubtful accounts of $850
   and $600, respectively

 

 

43,745

 

 

 

41,936

 

Prepaid expenses, prepaid income taxes, and other current assets

 

 

21,433

 

 

 

35,259

 

Deferred contract costs

 

 

15,279

 

 

 

15,235

 

Total current assets

 

 

202,593

 

 

 

282,948

 

Property and equipment, net

 

 

129,550

 

 

 

132,952

 

Intangible assets, net

 

 

2,740

 

 

 

3,253

 

Goodwill

 

 

27,933

 

 

 

28,397

 

Operating lease right-of-use assets

 

 

97,960

 

 

 

115,481

 

Deferred tax assets

 

 

76,080

 

 

 

81,201

 

Deferred contract costs, net of current portion

 

 

13,392

 

 

 

13,563

 

Other non-current assets

 

 

4,879

 

 

 

4,102

 

Total assets

 

$

555,127

 

 

$

661,897

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

36,063

 

 

$

29,115

 

Accrued expenses, accrued income taxes, and other current liabilities

 

 

38,652

 

 

 

38,393

 

Deferred revenue

 

 

24,960

 

 

 

23,562

 

Operating lease liabilities

 

 

9,846

 

 

 

9,469

 

Total current liabilities

 

 

109,521

 

 

 

100,539

 

Operating lease liabilities

 

 

175,296

 

 

 

181,364

 

Deferred tax liabilities

 

 

 

 

 

442

 

Other non–current liabilities

 

 

5,954

 

 

 

5,354

 

Total liabilities

 

 

290,771

 

 

 

287,699

 

Stockholders’ equity

 

 

 

 

 

 

Preferred stock, $0.001 par value per share; 10,000,000 shares authorized;
   no shares issued and outstanding

 

 

 

 

 

 

Class A common stock, $0.001 par value per share; 500,000,000 shares
   authorized; 75,571,320 and 80,667,475 shares issued and outstanding
   at June 30, 2026 and December 31, 2025, respectively

 

 

76

 

 

 

81

 

Class B common stock, $0.001 par value per share; 100,000,000 shares
   authorized; 13,763,613 and 14,216,250 shares issued and outstanding
   at June 30, 2026 and December 31, 2025, respectively

 

 

14

 

 

 

14

 

Additional paid-in capital

 

 

6,764

 

 

 

10,297

 

Retained earnings

 

 

257,376

 

 

 

362,380

 

Accumulated other comprehensive income

 

 

126

 

 

 

1,426

 

Total stockholders’ equity

 

 

264,356

 

 

 

374,198

 

Total liabilities and stockholders’ equity

 

$

555,127

 

 

$

661,897

 

 

6


 

Unaudited Condensed Consolidated Income Statements

(in thousands, except share and per share data)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

 

$

250,971

 

 

$

221,998

 

 

$

494,526

 

 

$

434,233

 

Cost of revenue(1)(2)

 

 

19,873

 

 

 

15,677

 

 

 

38,807

 

 

 

30,020

 

Gross profit

 

 

231,098

 

 

 

206,321

 

 

 

455,719

 

 

 

404,213

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Sales and marketing

 

 

97,635

 

 

 

82,587

 

 

 

195,119

 

 

 

166,256

 

Product, technology, and development

 

 

38,137

 

 

 

33,725

 

 

 

75,808

 

 

 

68,753

 

General and administrative

 

 

28,209

 

 

 

25,266

 

 

 

54,690

 

 

 

50,051

 

Impairments

 

 

450

 

 

 

499

 

 

 

19,651

 

 

 

499

 

Depreciation and amortization

 

 

3,685

 

 

 

3,695

 

 

 

7,390

 

 

 

7,451

 

Total operating expenses

 

 

168,116

 

 

 

145,772

 

 

 

352,658

 

 

 

293,010

 

Income from continuing operations

 

 

62,982

 

 

 

60,549

 

 

 

103,061

 

 

 

111,203

 

Other income, net

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

956

 

 

 

2,134

 

 

 

2,627

 

 

 

5,232

 

Other (expense) income, net

 

 

(448

)

 

 

430

 

 

 

(1,054

)

 

 

128

 

Total other income, net

 

 

508

 

 

 

2,564

 

 

 

1,573

 

 

 

5,360

 

Income from continuing operations before income taxes

 

 

63,490

 

 

 

63,113

 

 

 

104,634

 

 

 

116,563

 

Provision for income taxes

 

 

14,297

 

 

 

14,124

 

 

 

23,213

 

 

 

25,500

 

Net income from continuing operations

 

 

49,193

 

 

 

48,989

 

 

 

81,421

 

 

 

91,063

 

Net loss from discontinued operations, net of tax benefits

 

 

 

 

 

(26,646

)

 

 

 

 

 

(29,675

)

Consolidated net income

 

$

49,193

 

 

$

22,343

 

 

$

81,421

 

 

$

61,388

 

Net income per share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.55

 

 

$

0.50

 

 

$

0.88

 

 

$

0.90

 

Consolidated

 

$

0.55

 

 

$

0.23

 

 

$

0.88

 

 

$

0.61

 

Diluted

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

0.54

 

 

$

0.49

 

 

$

0.87

 

 

$

0.89

 

Consolidated

 

$

0.54

 

 

$

0.22

 

 

$

0.87

 

 

$

0.60

 

Weighted-average number of shares of common stock used in
   computing net income per share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

90,131,442

 

 

 

98,889,893

 

 

 

92,082,411

 

 

 

100,980,676

 

Diluted

 

 

91,076,449

 

 

 

100,184,067

 

 

 

93,075,457

 

 

 

102,614,441

 

(1)
For the three months ended June 30, 2026 and 2025, and for the six months ended June 30, 2026 and 2025, cost of revenue includes $4.2 million, $2.1 million, $7.7 million, and $4.0 million, respectively, of depreciation and amortization expense.
(2)
For the three months ended June 30, 2026 and 2025, and for the six months ended June 30, 2025, there was no impairment recorded in cost of revenue. For the six months ended June 30, 2026, cost of revenue includes impairment of $0.5 million.

 

 

 

 

7


 

Unaudited Geographical Revenue

(in thousands)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue by Geographic Region

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

226,272

 

 

$

202,652

 

 

$

446,261

 

 

$

397,880

 

International

 

 

24,699

 

 

 

19,346

 

 

 

48,265

 

 

 

36,353

 

Total

 

$

250,971

 

 

$

221,998

 

 

$

494,526

 

 

$

434,233

 

 

8


 

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Operating Activities

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated net income

 

$

49,193

 

 

$

22,343

 

 

$

81,421

 

 

$

61,388

 

Adjustments to reconcile consolidated net income to net cash provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

7,929

 

 

 

6,682

 

 

 

15,099

 

 

 

13,236

 

Currency loss (gain) on foreign denominated transactions

 

 

36

 

 

 

(292

)

 

 

165

 

 

 

(457

)

Deferred taxes

 

 

3,639

 

 

 

(9,941

)

 

 

4,693

 

 

 

(13,330

)

Provision for doubtful accounts

 

 

551

 

 

 

699

 

 

 

1,486

 

 

 

1,123

 

Stock-based compensation expense

 

 

13,358

 

 

 

13,025

 

 

 

26,630

 

 

 

25,925

 

Amortization of deferred financing costs

 

 

129

 

 

 

129

 

 

 

258

 

 

 

258

 

Amortization of deferred contract costs

 

 

5,047

 

 

 

4,004

 

 

 

9,749

 

 

 

7,814

 

Impairments

 

 

450

 

 

 

32,552

 

 

 

20,161

 

 

 

32,552

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

249

 

 

 

(847

)

 

 

(3,410

)

 

 

2,223

 

Inventory

 

 

 

 

 

(20

)

 

 

 

 

 

(373

)

Prepaid expenses, prepaid income taxes, and other assets

 

 

8,331

 

 

 

2,093

 

 

 

12,997

 

 

 

8,894

 

Deferred contract costs

 

 

(5,304

)

 

 

(4,685

)

 

 

(9,716

)

 

 

(9,429

)

Accounts payable

 

 

5,353

 

 

 

2,617

 

 

 

6,525

 

 

 

6,692

 

Accrued expenses, accrued income taxes, and other liabilities

 

 

6,900

 

 

 

2,388

 

 

 

(182

)

 

 

(3,204

)

Deferred revenue

 

 

307

 

 

 

955

 

 

 

1,411

 

 

 

1,686

 

Lease obligations

 

 

(1,577

)

 

 

1,417

 

 

 

(2,847

)

 

 

6,000

 

Net cash provided by operating activities

 

 

94,591

 

 

 

73,119

 

 

 

164,440

 

 

 

140,998

 

Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(562

)

 

 

(1,583

)

 

 

(953

)

 

 

(3,823

)

Capitalization of website development costs

 

 

(6,348

)

 

 

(6,262

)

 

 

(12,649

)

 

 

(11,653

)

Net cash used in investing activities

 

 

(6,910

)

 

 

(7,845

)

 

 

(13,602

)

 

 

(15,476

)

Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock upon exercise of stock options

 

 

 

 

 

10

 

 

 

55

 

 

 

404

 

Payment of withholding taxes on net share settlements of restricted stock units

 

 

(6,987

)

 

 

(6,345

)

 

 

(13,596

)

 

 

(15,330

)

Repurchases of common stock

 

 

(27,696

)

 

 

(1,780

)

 

 

(202,135

)

 

 

(184,608

)

Payment of excise tax for repurchase of common stock

 

 

(2,654

)

 

 

(682

)

 

 

(2,654

)

 

 

(682

)

Payment of finance lease obligations

 

 

(23

)

 

 

(20

)

 

 

(43

)

 

 

(40

)

Change in gross advance payments received from third-party transaction processor

 

 

 

 

 

(243

)

 

 

 

 

 

(281

)

Net cash used in financing activities

 

 

(37,360

)

 

 

(9,060

)

 

 

(218,373

)

 

 

(200,537

)

Impact of foreign currency on cash, cash equivalents, and restricted cash

 

 

(234

)

 

 

1,425

 

 

 

(847

)

 

 

2,135

 

Net increase (decrease) in cash, cash equivalents, and restricted cash

 

 

50,087

 

 

 

57,639

 

 

 

(68,382

)

 

 

(72,880

)

Cash, cash equivalents, and restricted cash at beginning of period

 

 

72,049

 

 

 

175,710

 

 

 

190,518

 

 

 

306,229

 

Cash, cash equivalents, and restricted cash at end of period

 

$

122,136

 

 

$

233,349

 

 

$

122,136

 

 

$

233,349

 

 

9


 

Unaudited Reconciliation of GAAP Gross Profit from Continuing Operations to Non-GAAP Gross Profit from Continuing Operations and GAAP Gross Profit Margin from Continuing Operations to Non-GAAP Gross Profit Margin from Continuing Operations

(in thousands, except percentages)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenue

 

$

250,971

 

 

$

221,998

 

 

$

494,526

 

 

$

434,233

 

Cost of revenue

 

 

19,873

 

 

 

15,677

 

 

 

38,807

 

 

 

30,020

 

GAAP gross profit from continuing operations

 

 

231,098

 

 

 

206,321

 

 

 

455,719

 

 

 

404,213

 

Stock-based compensation expense included in cost of revenue

 

 

57

 

 

 

72

 

 

 

116

 

 

 

139

 

Impairments included in cost of revenue

 

 

 

 

 

 

 

 

510

 

 

 

 

Non-GAAP gross profit from continuing operations

 

$

231,155

 

 

$

206,393

 

 

$

456,345

 

 

$

404,352

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross profit margin from continuing operations

 

 

92

%

 

 

93

%

 

 

92

%

 

 

93

%

Non-GAAP gross profit margin from continuing operations

 

 

92

%

 

 

93

%

 

 

92

%

 

 

93

%

Unaudited Reconciliation of GAAP Net Income from Continuing Operations to Non-GAAP Net Income from Continuing Operations and GAAP Net Income from Continuing Operations Per Share Attributable to Common Stockholders to Non-GAAP Net Income from Continuing Operations Per Share Attributable to Common Stockholders

(in thousands, except per share data)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

GAAP net income from continuing operations

 

$

49,193

 

 

$

48,989

 

 

$

81,421

 

 

$

91,063

 

Amortization of intangible assets

 

 

238

 

 

 

236

 

 

 

477

 

 

 

466

 

Stock-based compensation expense

 

 

13,358

 

 

 

12,517

 

 

 

26,630

 

 

 

24,900

 

Transaction-related expenses

 

 

 

 

 

5

 

 

 

 

 

 

7

 

Impairments

 

 

450

 

 

 

499

 

 

 

20,161

 

 

 

499

 

Income tax effects and adjustments

 

 

(2,847

)

 

 

(4,860

)

 

 

(12,725

)

 

 

(9,247

)

Non-GAAP net income from continuing operations

 

$

60,392

 

 

$

57,386

 

 

$

115,964

 

 

$

107,688

 

GAAP net income from continuing operations per share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.55

 

 

$

0.50

 

 

$

0.88

 

 

$

0.90

 

Diluted

 

$

0.54

 

 

$

0.49

 

 

$

0.87

 

 

$

0.89

 

Non-GAAP net income from continuing operations per share attributable to common stockholders

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.67

 

 

$

0.58

 

 

$

1.26

 

 

$

1.07

 

Diluted

 

$

0.66

 

 

$

0.57

 

 

$

1.25

 

 

$

1.05

 

Shares used in GAAP and Non-GAAP per share calculations

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

90,131

 

 

 

98,890

 

 

 

92,082

 

 

 

100,981

 

Diluted

 

 

91,076

 

 

 

100,184

 

 

 

93,075

 

 

 

102,614

 

 

10


 

Unaudited Reconciliation of GAAP Net Income from Continuing Operations to Non-GAAP Adjusted EBITDA from Continuing Operations and GAAP Net Income Margin from Continuing Operations to Non-GAAP Adjusted EBITDA Margin from Continuing Operations

(in thousands, except percentages)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

GAAP net income from continuing operations

 

$

49,193

 

 

$

48,989

 

 

$

81,421

 

 

$

91,063

 

Depreciation and amortization

 

 

7,929

 

 

 

5,786

 

 

 

15,099

 

 

 

11,465

 

Stock-based compensation expense

 

 

13,358

 

 

 

12,517

 

 

 

26,630

 

 

 

24,900

 

Transaction-related expenses

 

 

 

 

 

5

 

 

 

 

 

 

7

 

Impairments

 

 

450

 

 

 

499

 

 

 

20,161

 

 

 

499

 

Other income, net

 

 

(508

)

 

 

(2,564

)

 

 

(1,573

)

 

 

(5,360

)

Provision for income taxes

 

 

14,297

 

 

 

14,124

 

 

 

23,213

 

 

 

25,500

 

Non-GAAP adjusted EBITDA from continuing operations

 

$

84,719

 

 

$

79,356

 

 

$

164,951

 

 

$

148,074

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income margin from continuing operations

 

 

20

%

 

 

22

%

 

 

16

%

 

 

21

%

Non-GAAP adjusted EBITDA margin from continuing operations

 

 

34

%

 

 

36

%

 

 

33

%

 

 

34

%

 

11


 

Unaudited Reconciliation of GAAP Expense from Continuing Operations to Non-GAAP Expense from Continuing Operations

(in thousands)

 

 

 

Three Months Ended June 30, 2026

 

 

 

GAAP expense

 

 

Amortization of
intangible assets

 

 

Stock-based
compensation
expense

 

 

Transaction-related expenses

 

 

Impairments

 

 

Non-GAAP
expense

 

Cost of revenue

 

$

19,873

 

 

$

 

 

$

(57

)

 

$

 

 

$

 

 

$

19,816

 

Sales and marketing

 

 

97,635

 

 

 

 

 

 

(2,969

)

 

 

 

 

 

 

 

 

94,666

 

Product, technology, and development

 

 

38,137

 

 

 

 

 

 

(5,535

)

 

 

 

 

 

 

 

 

32,602

 

General and administrative

 

 

28,209

 

 

 

 

 

 

(4,797

)

 

 

 

 

 

 

 

 

23,412

 

Impairments

 

 

450

 

 

 

 

 

 

 

 

 

 

 

 

(450

)

 

 

 

Depreciation & amortization

 

 

3,685

 

 

 

(238

)

 

 

 

 

 

 

 

 

 

 

 

3,447

 

Operating expenses from continuing operations(1)

 

$

168,116

 

 

$

(238

)

 

$

(13,301

)

 

$

 

 

$

(450

)

 

$

154,127

 

Total cost of revenue and operating expenses from continuing operations

 

$

187,989

 

 

$

(238

)

 

$

(13,358

)

 

$

 

 

$

(450

)

 

$

173,943

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30, 2025

 

 

 

GAAP expense

 

 

Amortization of
intangible assets

 

 

Stock-based
compensation
expense

 

 

Transaction-related expenses

 

 

Impairments

 

 

Non-GAAP
expense

 

Cost of revenue

 

$

15,677

 

 

$

 

 

$

(72

)

 

$

 

 

$

 

 

$

15,605

 

Sales and marketing

 

 

82,587

 

 

 

 

 

 

(2,851

)

 

 

 

 

 

 

 

 

79,736

 

Product, technology, and development

 

 

33,725

 

 

 

 

 

 

(5,467

)

 

 

(2

)

 

 

 

 

 

28,256

 

General and administrative

 

 

25,266

 

 

 

 

 

 

(4,127

)

 

 

(3

)

 

 

 

 

 

21,136

 

Impairments

 

 

499

 

 

 

 

 

 

 

 

 

 

 

 

(499

)

 

 

 

Depreciation & amortization

 

 

3,695

 

 

 

(236

)

 

 

 

 

 

 

 

 

 

 

 

3,459

 

Operating expenses from continuing operations(1)

 

$

145,772

 

 

$

(236

)

 

$

(12,445

)

 

$

(5

)

 

$

(499

)

 

$

132,587

 

Total cost of revenue and operating expenses from continuing operations

 

$

161,449

 

 

$

(236

)

 

$

(12,517

)

 

$

(5

)

 

$

(499

)

 

$

148,192

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2026

 

 

 

GAAP expense

 

 

Amortization of
intangible assets

 

 

Stock-based
compensation
expense

 

 

Transaction-related expenses

 

 

Impairments

 

 

Non-GAAP
expense

 

Cost of revenue

 

$

38,807

 

 

$

 

 

$

(116

)

 

$

 

 

$

(510

)

 

$

38,181

 

Sales and marketing

 

 

195,119

 

 

 

 

 

 

(5,900

)

 

 

 

 

 

 

 

 

189,219

 

Product, technology, and development

 

 

75,808

 

 

 

 

 

 

(11,036

)

 

 

 

 

 

 

 

 

64,772

 

General and administrative

 

 

54,690

 

 

 

 

 

 

(9,578

)

 

 

 

 

 

 

 

 

45,112

 

Impairments

 

 

19,651

 

 

 

 

 

 

 

 

 

 

 

 

(19,651

)

 

 

 

Depreciation & amortization

 

 

7,390

 

 

 

(477

)

 

 

 

 

 

 

 

 

 

 

 

6,913

 

Operating expenses from continuing operations(1)

 

$

352,658

 

 

$

(477

)

 

$

(26,514

)

 

$

 

 

$

(19,651

)

 

$

306,016

 

Total cost of revenue and operating expenses from continuing operations

 

$

391,465

 

 

$

(477

)

 

$

(26,630

)

 

$

 

 

$

(20,161

)

 

$

344,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2025

 

 

 

GAAP expense

 

 

Amortization of
intangible assets

 

 

Stock-based
compensation
expense

 

 

Transaction-related expenses

 

 

Impairments

 

 

Non-GAAP
expense

 

Cost of revenue

 

$

30,020

 

 

$

 

 

$

(139

)

 

$

 

 

$

 

 

$

29,881

 

Sales and marketing

 

 

166,256

 

 

 

 

 

 

(5,576

)

 

 

 

 

 

 

 

 

160,680

 

Product, technology, and development

 

 

68,753

 

 

 

 

 

 

(10,969

)

 

 

(2

)

 

 

 

 

 

57,782

 

General and administrative

 

 

50,051

 

 

 

 

 

 

(8,216

)

 

 

(5

)

 

 

 

 

 

41,830

 

Impairments

 

 

499

 

 

 

 

 

 

 

 

 

 

 

 

(499

)

 

 

 

Depreciation & amortization

 

 

7,451

 

 

 

(466

)

 

 

 

 

 

 

 

 

 

 

 

6,985

 

Operating expenses from continuing operations(1)

 

$

293,010

 

 

$

(466

)

 

$

(24,761

)

 

$

(7

)

 

$

(499

)

 

$

267,277

 

Total cost of revenue and operating expenses from continuing operations

 

$

323,030

 

 

$

(466

)

 

$

(24,900

)

 

$

(7

)

 

$

(499

)

 

$

297,158

 

(1)
Operating expenses include sales and marketing, product, technology, and development, general and administrative, impairments, and depreciation & amortization.

12


 

Unaudited Reconciliation of GAAP Net Cash, Cash Equivalents, and Restricted Cash Provided by Operating Activities to Non-GAAP Free Cash Flow

(in thousands)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

GAAP net cash, cash equivalents, and restricted cash provided by operating activities

 

$

94,591

 

 

$

73,119

 

 

$

164,440

 

 

$

140,998

 

Purchases of property and equipment

 

 

(562

)

 

 

(1,583

)

 

 

(953

)

 

 

(3,823

)

Capitalization of website development costs

 

 

(6,348

)

 

 

(6,262

)

 

 

(12,649

)

 

 

(11,653

)

Non-GAAP free cash flow

 

$

87,681

 

 

$

65,274

 

 

$

150,838

 

 

$

125,522

 

 

13


 

Non-GAAP Financial Measures and Other Business Metrics

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the U.S. ("GAAP"), we provide investors with certain non-GAAP financial measures and other business metrics, which we believe are helpful to our investors. We use these non-GAAP financial measures and other business metrics for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. We believe that these non-GAAP financial measures and other business metrics provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.

The presentation of non-GAAP financial information and other business metrics is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. While our non-GAAP financial measures and other business metrics are an important tool for financial and operational decision-making and for evaluating our own operating results over different periods of time, we urge investors to review the reconciliation of these financial measures to the comparable GAAP financial measures included above, and not to rely on any single financial measure to evaluate our business.

While a reconciliation of non-GAAP guidance measures to corresponding GAAP measures is not available on a forward-looking basis because we are unable to accurately predict without unreasonable effort the exact amount or timing of certain reconciling items between such GAAP and non-GAAP financial measures, including, as applicable, depreciation expenses, amortization of intangible assets, non-intangible amortization, stock-based compensation, transaction-related expenses, impairments, and income tax effects, we have provided a reconciliation of non-GAAP financial measures and other business metrics to the nearest comparable GAAP measures in the accompanying financial statement tables included in this press release.

We monitor operating measures of certain non-GAAP items including non-GAAP gross profit from continuing operations, non-GAAP gross margin from continuing operations, non-GAAP expense from continuing operations, non-GAAP net income from continuing operations, and non-GAAP net income from continuing operations per share attributable to common stockholders. These non-GAAP financial measures exclude the effect of amortization of intangible assets, stock-based compensation expense, transaction related-expenses, and impairments. Non-GAAP net income from continuing operations and non-GAAP net income from continuing operations per share attributable to common stockholders also exclude certain income tax effects and adjustments. Our calculations of non-GAAP net income from continuing operations per share attributable to common stockholders utilize applicable GAAP share counts as included in the accompanying financial statement tables included in this press release. In addition, we evaluate our non-GAAP gross profit from continuing operations in relation to our revenue. We refer to this as non-GAAP gross profit margin from continuing operations and define it as non-GAAP gross profit from continuing operations divided by total revenue. We believe that these non-GAAP financial measures provide useful information about our operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to metrics used by our management in its financial and operational decision-making.

We define non-GAAP Adjusted EBITDA from continuing operations as net income from continuing operations adjusted to exclude: depreciation and amortization, stock‑based compensation expense, transaction-related expenses, impairments, other income, net, and provision for income taxes. In addition, we evaluate our non-GAAP Adjusted EBITDA from continuing operations in relation to our revenue. We refer to this as non-GAAP Adjusted EBITDA margin from continuing operations and define it as non-GAAP Adjusted EBITDA from continuing operations divided by total revenue.

14


 

We have presented non-GAAP Adjusted EBITDA from continuing operations and non-GAAP Adjusted EBITDA margin from continuing operations because they are key measures used by our management and Board of Directors to understand and evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. We believe non-GAAP Adjusted EBITDA from continuing operations helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude. Accordingly, we believe that non-GAAP Adjusted EBITDA from continuing operations provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision making.

We define non-GAAP Free Cash Flow as cash flow from operations adjusted to include: purchases of property and equipment and capitalization of website development costs. We have presented non-GAAP Free Cash Flow because it is a measure of our financial performance that represents the cash that we are able to generate after expenditures required to maintain or expand our asset base.

We define a paying dealer as a dealer account with an active, paid subscription at the end of a defined period. The number of paying dealers we have is important to us and we believe it provides valuable information to investors because it is indicative of the value proposition of our products, as well as our sales and marketing success and opportunity, including our ability to retain paying dealers and develop new dealer relationships.

We define Quarterly Average Revenue per Subscribing Dealer (“QARSD”), which is measured at the end of a fiscal quarter, as the revenue primarily from subscription products during that trailing quarter divided by the average number of paying dealers during the quarter. We calculate the average number of paying dealers for a period by adding the number of paying dealers at the end of such period and the end of the prior period and dividing by two. This information is important to us, and we believe it provides useful information to investors, because we believe that our ability to grow QARSD is an indicator of the value proposition of our products and the return on investment that our paying dealers realize from our products. In addition, increases in QARSD, which we believe reflect the value of exposure to our engaged audience in relation to subscription cost, are driven in part by our ability to grow the volume of connections to our users and the quality of those connections, which result in increased opportunity to upsell package levels and cross-sell additional products to our paying dealers.

15


Filing Exhibits & Attachments

3 documents