CarGurus CFO Mandel gets grant for 175,083 shares

Vesting is tied to continued employment, with potential acceleration for a Change of Control or specified termination circumstances.

Rhea-AI Filing Summary

CarGurus, Inc. (CARG) CFO and Treasurer Matthew Charles Mandel received an award of 175,083 restricted stock units (RSUs) on October 19, 2026; each RSU represents a contingent right to receive one Class A common share. The post-transaction reported amount was 175,083 shares issuable upon RSU settlement. Subject to continuous employee service, 25% vest on October 19, 2027, and 6.25% vest on the last day of each three-month period thereafter until October 19, 2030. Vesting may accelerate in connection with a Change of Control. A portion may also vest upon termination without Cause or for Good Reason before the first anniversary of his employment start date, subject to release conditions and the RSU agreement.

Insider Trade Summary

Grant/Award: 175,083 shares

Grant/Award 1 txn

Insider Mandel Matthew Charles

Role CFO and Treasurer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	175,083	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 175,083 shares (Direct)

Footnotes (1)

1. F1. Represents shares issuable upon settlement of restricted stock units ("RSUs"). 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 an employee of the Issuer, 25% of the RSUs vest on October 19, 2027, and 6.25% vest on the last day of each three-month period thereafter until October 19, 2030. Vesting may accelerate in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan). A portion of the RSUs may also vest upon termination of employment without Cause or for Good Reason (each as defined in the Reporting Person's offer letter) before the first anniversary of his employment start date, subject to release conditions and the terms of his RSU agreement.

Key Figures

RSUs awarded: 175,083 RSUs Initial scheduled vesting: 25% Subsequent scheduled vesting: 6.25% +1 more

4 metrics

RSUs awarded 175,083 RSUs Award reported on October 19, 2026

Initial scheduled vesting 25% Vests on October 19, 2027, subject to continuous employee service

Subsequent scheduled vesting 6.25% Vests on the last day of each three-month period thereafter

Stated vesting schedule endpoint October 19, 2030 The subsequent vesting schedule runs until this date

Key Terms

restricted stock units, Change of Control, Cause, Good Reason

4 terms

restricted stock units financial

"shares issuable upon settlement of restricted stock units"

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

"Vesting may accelerate in connection with a Change of Control"

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.

Cause financial

"termination of employment without Cause"

Good Reason financial

"or for Good Reason"

FAQ

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

How many RSUs did CarGurus (CARG) CFO Matthew Charles Mandel receive?

Matthew Charles Mandel received 175,083 RSUs, each representing a contingent right to receive one Class A common share.

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

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Available on EDGAR 10/21/2026 - 04:32 PM EDT Accepted by SEC EDGAR 10/21/2026 - 04:28 PM EDT 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^*

Mandel Matthew Charles

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2026

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	10/19/2026		A		175,083(1)	A	$0	175,083	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"). 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 an employee of the Issuer, 25% of the RSUs vest on October 19, 2027, and 6.25% vest on the last day of each three-month period thereafter until October 19, 2030. Vesting may accelerate in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan). A portion of the RSUs may also vest upon termination of employment without Cause or for Good Reason (each as defined in the Reporting Person's offer letter) before the first anniversary of his employment start date, subject to release conditions and the terms of his RSU agreement.

	/s/ Suzanne Murray, as attorney-in-fact	10/21/2026
	** 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)