CarGurus (CARG) COO sale of 10,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

CarGurus insider sale by COO and President: The filing reports that Samuel Zales, who serves as COO and President of CarGurus, Inc. (CARG), sold 10,000 shares of Class A common stock on 09/16/2025 at a price of $36.08 per share under a pre-established Rule 10b5-1 trading plan. After the disposition, the reporting person beneficially owns 441,821 shares. The transaction was reported on a Form 4 signed by an attorney-in-fact on 09/18/2025. The document identifies the sale as conducted pursuant to the 10b5-1 plan and lists no derivative transactions.

Insights

Corporate Governance Expert

TL;DR: Routine, pre-planned insider sale by an executive under a Rule 10b5-1 plan; no new governance concerns disclosed.

The Form 4 shows an executive-level sale executed under a Rule 10b5-1 trading plan, which typically indicates the trade was pre-scheduled and not based on recent material nonpublic information. The filing discloses the exact quantity sold (10,000 shares), the sale price ($36.08), and remaining beneficial ownership (441,821 shares). There are no indications of related derivative activity or other unusual arrangements in this submission. From a governance standpoint, the presence of a 10b5-1 plan and timely reporting are controls-aligned behaviors.

Securities Analyst

TL;DR: The sale is a single disclosed disposal under a 10b5-1 plan and is unlikely to be materially market-moving on its own.

This Form 4 documents a straightforward transaction: 10,000 Class A shares sold at $36.08 on 09/16/2025, leaving the reporting person with 441,821 shares. The use of a Rule 10b5-1 plan is explicitly stated, which typically reduces the information asymmetry concern for investors. No additional compensatory or option exercises are reported. Given the size relative to the reported post-transaction holding, the disposition appears routine and not indicative of immediate material company changes based solely on this filing.

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

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

1. Name and Address of Reporting Person^*

Zales Samuel

(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)
	COO and President

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		S(1)		10,000	D	$36.08	441,821	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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

	/s/ Suzanne Murray, as attorney-in-fact	09/18/2025
	** 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.
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FAQ

What insider activity did CarGurus (CARG) report on this Form 4?

The Form 4 reports that Samuel Zales, COO and President, sold 10,000 Class A shares on 09/16/2025 at $36.08 per share under a Rule 10b5-1 trading plan.

How many CarGurus shares does the reporting person own after the sale?

After the reported sale, the reporting person beneficially owns 441,821 shares of Class A common stock.

Was the sale part of a pre-established trading plan?

Yes. The filing explicitly states the sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

Are there any derivative transactions disclosed in this filing for CARG?

No derivative transactions are disclosed. Table II for derivative securities shows no entries in this Form 4.

When was the Form 4 signed and by whom?

The Form 4 was signed by Suzanne Murray, as attorney-in-fact on 09/18/2025 for the reporting person.