[Form 4] CarGurus, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 30 June 2025, MongoDB, Inc. (Nasdaq: MDB) convened its Annual Meeting of Stockholders and disclosed the voting results in an 8-K filing (Item 5.07).

• Board elections: Class II directors Francisco D’Souza (92.8% support), Charles M. Hazard, Jr. (62.8%), and Tom Killalea (89.2%) were elected to serve until the 2028 meeting.
• Say-on-pay: Executive compensation was approved on an advisory basis with 82.1% of votes cast in favor (47.5 M for vs. 10.1 M against).
• Say-on-pay frequency: Shareholders favored an annual advisory vote with 98.4% (56.7 M) supporting a one-year cadence.
• Auditor ratification: PricewaterhouseCoopers LLP was re-appointed as independent auditor for FY 2026 with 97.3% support.
• Charter amendment: An amendment limiting certain officer liabilities under Delaware law passed with 86.6% approval.

No other material business or financial results were reported. All proposals garnered substantial majority support, indicating broad shareholder alignment with current governance, compensation, and audit practices.

Positive

• All five proposals passed with comfortable majorities, indicating strong shareholder alignment and low governance friction.
• 97.3% approval for re-appointing PwC reduces audit continuity risk.
• Adoption of annual say-on-pay keeps executive-compensation feedback loop tight, which can enhance governance perception.

Negative

• Support for director Charles M. Hazard, Jr. was noticeably lower (62.8%) than peers, hinting at localized shareholder concern.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting matters passed comfortably; governance stance remains stable, impact modest.

The voting outcomes show shareholders largely endorsing MongoDB’s existing governance structure. Director re-elections drew strong support except for Hazard’s lower 62.8%, suggesting some concern but not enough to jeopardize tenure. Say-on-pay and annual frequency approvals reaffirm confidence in executive remuneration strategy. Auditor ratification at 97% signals no audit-quality issues. Approval of the charter amendment aligns MDB with recent Delaware law changes that cap officer liability, a move many tech peers have adopted to enhance officer recruitment and retention. Overall, these are routine governance items with limited direct financial impact; nevertheless, continued shareholder alignment reduces headline risk.

Portfolio Manager

TL;DR: Results are neutral for valuation; no catalysts or red flags detected.

From an investor’s perspective, the 8-K does not alter MDB’s growth narrative or cash-flow outlook. The charter amendment slightly improves officer protection but is unlikely to affect operating performance. The relatively lower support for one director warrants monitoring but does not indicate an activist threat. Given the absence of earnings data or strategic announcements, I classify the filing as administrative and not impactful to near-term share price.

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^*

Quinn Matthew Todd

(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 Technology 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)		8,458	D	$33.74	220,666	D
Class A Common Stock	07/02/2025		S(2)		3,789	D	$33.09	216,877	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

What directors were elected at MongoDB's 2025 Annual Meeting?

Francisco D’Souza, Charles M. Hazard, Jr., and Tom Killalea were elected as Class II directors until 2028.

Did MongoDB (MDB) shareholders approve the 2025 executive compensation package?

Yes, 82.1% of votes supported the non-binding say-on-pay proposal (47.5 M for vs. 10.1 M against).

How often will MongoDB hold future say-on-pay votes?

Shareholders chose an annual frequency with 56.7 M votes, eclipsing other options.

Was PwC re-appointed as MongoDB's auditor for FY 2026?

Yes, 97.3% of votes favored ratifying PricewaterhouseCoopers LLP.

What is the new charter amendment approved by MongoDB shareholders?

The amendment limits liability for certain officers as permitted by Delaware law, passing with 86.6% support.

Are the 2025 Annual Meeting results expected to impact MDB's stock price?

The filing contains routine governance items with no direct financial or strategic disclosures; impact is considered neutral.