CarGurus director granted 7,339 RSUs

Gupta Manik reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Gupta Manik reported acquisition or exercise transactions in this Form 4 filing.

CarGurus, Inc. director Manik Gupta received an equity award in the form of 7,339 shares of Class A common stock, granted at no cash cost as restricted stock units (RSUs). Following this grant, his direct holdings total 24,137 shares. The RSUs will vest 100% on the first anniversary of the grant date, as long as he continues serving as a director, and vesting may accelerate if there is a Change in Control under the company’s Omnibus Incentive Compensation Plan.

Insider Trade Summary

Grant/Award: 7,339 shares

Grant/Award 1 txn

Insider Gupta Manik

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	7,339	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 24,137 shares (Direct)

Footnotes (1)

1. F1. Represents shares issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. Subject to the Reporting Person's continuous service as a director of the Issuer, 100% of the RSUs will vest on the first anniversary of the grant date. Such vesting may be accelerated in connection with a Change in Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

Key Figures

RSU grant size: 7,339 shares Post-transaction holdings: 24,137 shares Vesting schedule: 100% after 1 year

3 metrics

RSU grant size 7,339 shares Class A common stock RSUs granted to director

Post-transaction holdings 24,137 shares Direct Class A common stock after RSU grant

Vesting schedule 100% after 1 year RSUs vest on first anniversary of grant date

Key Terms

restricted stock units ("RSUs"), Change in Control, Omnibus Incentive Compensation Plan

3 terms

restricted stock units ("RSUs") financial

"Represents shares issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person."

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Change in Control financial

"Such vesting may be accelerated in connection with a Change in Control (as defined in the Issuer's Omnibus Incentive Compensation Plan)."

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Omnibus Incentive Compensation Plan financial

"Change in Control (as defined in the Issuer's Omnibus Incentive Compensation 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.

FAQ

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

What insider transaction did CarGurus (CARG) director Manik Gupta report?

Manik Gupta reported receiving 7,339 shares of Class A common stock as a restricted stock unit (RSU) award. The grant is compensation-related, carries no purchase price, and increases his direct holdings to 24,137 shares after the award.

How many CarGurus (CARG) shares does Manik Gupta hold after this Form 4 filing?

After the reported RSU grant, Manik Gupta holds 24,137 shares of CarGurus Class A common stock directly. This total includes the 7,339 shares underlying the newly granted RSUs disclosed in the Form 4 insider transaction.

When do Manik Gupta’s new CarGurus (CARG) RSUs vest?

The 7,339 RSUs granted to Manik Gupta will vest 100% on the first anniversary of the grant date. Vesting is conditioned on his continuous service as a director and may accelerate in connection with a qualifying Change in Control event.

What are RSUs in the context of CarGurus (CARG) director compensation?

For CarGurus, the reported RSUs are restricted stock units that each represent a contingent right to receive one share of Class A common stock. They are granted as equity compensation and only convert into shares upon satisfying vesting conditions.

Can Manik Gupta’s CarGurus (CARG) RSUs vest early?

Yes. While the RSUs normally vest on the first anniversary of the grant, vesting may be accelerated in connection with a Change in Control, as defined in CarGurus’ Omnibus Incentive Compensation Plan governing these awards.

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

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Accepted by SEC EDGAR 06/04/2026 - 04:41 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gupta Manik

(Last) (First) (Middle)

1001 BOYLSTON STREET

16TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02115

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CarGurus, Inc. [ CARG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/03/2026		A(1)		7,339	A	$0	24,137	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock. Subject to the Reporting Person's continuous service as a director of the Issuer, 100% of the RSUs will vest on the first anniversary of the grant date. Such vesting may be accelerated in connection with a Change in Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

	/s/ Suzanne Murray, as attorney-in-fact	06/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)