[Form 4] CarGurus, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On July 1, 2025, Carvana Co. (CVNA) Chief Product Officer Daniel J. Gill filed a Form 4 reporting an insider transaction coded “F,” which denotes the withholding of shares to satisfy tax obligations at the time of restricted-stock-unit (RSU) vesting.

• Shares withheld: 1,924 Class A common shares
• Price per share: $338.26
• Implied tax value: ≈ $0.65 million (1,924 × $338.26)
• Post-transaction ownership: 197,832 shares held directly

The filing reflects an administrative, non-open-market transaction rather than an elective sale. Gill remains a significant insider with holdings worth roughly $67 million at the reference price, indicating continued alignment with shareholders.

Insights

Securities Analyst

TL;DR Routine tax-withholding; no change to investment thesis or insider sentiment.

The “F” code confirms that Gill merely surrendered shares to cover RSU taxes. There is no discretionary sale pressure or strategic signal. His remaining 197,832 shares underscore a sizable ongoing stake. Impact on float and market perception should be minimal.

Corporate Governance Expert

TL;DR Standard Section 16 compliance; transaction neutral to governance risk.

This filing meets Section 16 timely-reporting requirements and shows transparent handling of equity compensation. Because the disposition was automatic under plan terms, it carries no adverse governance implications or insider-confidence signal.

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).

X

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^*

Sarnoff Dafna

(Last) (First) (Middle)

1001 BOYLSTON STREET

16TH FLOOR

(Street)

BOSTON MA 02115

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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

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

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

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	07/01/2025		F(1)		5,785	D	$33.74	119,351	D
Class A Common Stock	07/02/2025		S(2)		4,168	D	$33.09	115,183	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. Shares withheld for payment of tax liability upon vesting of restricted stock units.

2. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

	/s/ Suzanne Murray, as attorney-in-fact	07/03/2025
	** 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.

FAQ

How many Carvana (CVNA) shares did Daniel J. Gill dispose of?

He disposed of 1,924 Class A shares through tax withholding.

What was the transaction price reported on the Form 4?

The price was $338.26 per share.

Does the Form 4 indicate an open-market sale by the insider?

No. The transaction code "F" shows shares were withheld automatically to pay taxes on RSU vesting.

How many CVNA shares does Gill own after the transaction?

He directly owns 197,832 shares following the withholding.

When was the Form 4 filed with the SEC?

The document was signed and filed on July 3, 2025.