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CarGurus (NASDAQ: CARG) CEO reports RSU tax-withholding share disposition

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

CarGurus, Inc. Chief Executive Officer Jason Trevisan reported a routine tax-withholding share disposition related to equity compensation. On the vesting of restricted stock units, 21,509 shares of Class A Common Stock were withheld to cover tax liabilities at a price of $35.14 per share. After this withholding, he holds 675,862 Class A shares directly, along with additional indirect holdings of 250,000, 79,672 and 80,000 shares through family and grantor retained annuity trusts.

Positive

  • None.

Negative

  • None.

Insights

Filing shows routine tax withholding on RSU vesting, not an open-market sale.

The report details an F-code transaction, meaning 21,509 shares of CarGurus, Inc. Class A Common Stock were withheld to satisfy tax obligations upon vesting of restricted stock units. Footnotes confirm the purpose as payment of tax liability, not discretionary selling.

Following the transaction, Jason Trevisan directly owns 675,862 Class A shares and also has sizable indirect positions through a family trust and 2025/2026 grantor retained annuity trusts. Given the tax-driven nature and the modest size relative to his total holdings, this appears to be a routine compensation-related adjustment with limited informational value.

Insider Trevisan Jason
Role Chief Executive Officer
Type Security Shares Price Value
Tax Withholding Class A Common Stock 21,509 $35.14 $756K
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 675,862 shares (Direct, null); Class A Common Stock — 80,000 shares (Indirect, See Footnote)
Footnotes (1)
  1. Shares withheld for payment of tax liability upon vesting of restricted stock units. On June 11, 2026, the Trevisan 2025 Grantor Retained Annuity Trust dated March 13, 2025 (the "2025 GRAT") distributed 120,328 shares of the Issuer's Class A Common Stock as an annuity payment to the Reporting Person. On June 12, 2026, the Reporting Person transferred 250,000 shares of the Issuer's Class A Common Stock to the Trevisan 2026 Grantor Retained Annuity Trust dated June 8, 2026 (the "2026 GRAT"). These shares are held directly by the Jason Trevisan 2019 Family Trust dated July 23, 2019 (the "Family Trust"), of which the Reporting Person is trustee. The Reporting Person and members of his immediate family are the beneficiaries of the Family Trust. These shares are held directly by the 2025 GRAT, of which the Reporting Person is trustee. The Reporting Person's children are the beneficiaries of the 2025 GRAT. These shares are held directly by the 2026 GRAT, of which the Reporting Person is trustee. The Reporting Person's children are the beneficiaries of the 2026 GRAT.
Tax-withheld shares 21,509 shares Withheld for RSU tax liability at vesting
Tax-withholding price $35.14 per share Value used for RSU tax-withheld shares
Direct holdings after transaction 675,862 shares Class A Common Stock directly owned post-withholding
Indirect trust holding 1 250,000 shares Class A Common Stock held indirectly through a trust
Indirect trust holding 2 79,672 shares Additional indirect Class A holdings via trust
Indirect trust holding 3 80,000 shares Additional indirect Class A holdings via trust
restricted stock units financial
"Shares withheld for payment of tax liability upon vesting 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.
Grantor Retained Annuity Trust financial
"the Trevisan 2025 Grantor Retained Annuity Trust dated March 13, 2025 (the "2025 GRAT")"
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
tax-withholding disposition financial
"transaction_action": "tax-withholding disposition""
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
Class A Common Stock financial
"distributed 120,328 shares of the Issuer's Class A Common Stock as an annuity payment"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Family Trust financial
"Jason Trevisan 2019 Family Trust dated July 23, 2019 (the "Family Trust")"
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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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*
Trevisan Jason

(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock07/01/2026F(1)21,509D$35.14675,862(2)D
Class A Common Stock80,000ISee Footnote(3)
Class A Common Stock79,672(2)ISee Footnote(4)
Class A Common Stock250,000(2)ISee Footnote(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares withheld for payment of tax liability upon vesting of restricted stock units.
2. On June 11, 2026, the Trevisan 2025 Grantor Retained Annuity Trust dated March 13, 2025 (the "2025 GRAT") distributed 120,328 shares of the Issuer's Class A Common Stock as an annuity payment to the Reporting Person. On June 12, 2026, the Reporting Person transferred 250,000 shares of the Issuer's Class A Common Stock to the Trevisan 2026 Grantor Retained Annuity Trust dated June 8, 2026 (the "2026 GRAT").
3. These shares are held directly by the Jason Trevisan 2019 Family Trust dated July 23, 2019 (the "Family Trust"), of which the Reporting Person is trustee. The Reporting Person and members of his immediate family are the beneficiaries of the Family Trust.
4. These shares are held directly by the 2025 GRAT, of which the Reporting Person is trustee. The Reporting Person's children are the beneficiaries of the 2025 GRAT.
5. These shares are held directly by the 2026 GRAT, of which the Reporting Person is trustee. The Reporting Person's children are the beneficiaries of the 2026 GRAT.
/s/ Suzanne Murray, as attorney-in-fact07/02/2026
** Signature of Reporting PersonDate
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)

FAQ

What insider transaction did CarGurus (CARG) CEO Jason Trevisan report?

Jason Trevisan reported a tax-withholding disposition of 21,509 Class A shares. These shares were withheld to cover taxes due on restricted stock unit vesting, rather than sold in the open market, which makes the event largely administrative and compensation-related.

At what price were the CarGurus (CARG) shares withheld for taxes?

The 21,509 Class A Common Stock shares were withheld at $35.14 per share. This price reflects the value used to satisfy Trevisan’s tax liability triggered by restricted stock unit vesting, rather than an executed trade on an exchange.

How many CarGurus (CARG) shares does Jason Trevisan hold after this Form 4?

After the tax-withholding disposition, Trevisan directly owns 675,862 Class A shares. He also has indirect holdings of 250,000, 79,672 and 80,000 shares through a family trust and two grantor retained annuity trusts, according to the filing’s ownership details.

What do the indirect CarGurus (CARG) holdings in trusts represent for Jason Trevisan?

The indirect holdings represent shares held in a 2019 family trust and 2025 and 2026 grantor retained annuity trusts. Footnotes state Trevisan is trustee, with his immediate family or children as beneficiaries, so these positions reflect estate and family wealth planning structures.

Was the CarGurus (CARG) CEO’s Form 4 transaction a market sale of shares?

No, the transaction was coded F, indicating shares withheld to pay tax liabilities. Footnotes specify the 21,509 Class A shares were retained by the issuer for taxes on restricted stock unit vesting, not sold into the open market as a discretionary sale.