CarGurus Insider Filing: RSU Withholding and 10b5-1 Sale Reduce Holdings

Rhea-AI Filing Summary

CarGurus, Inc. (CARG) reporting person Dafna Sarnoff, Chief Marketing Officer, disclosed two non-derivative transactions. On 08/29/2025, 1,406 shares were surrendered to cover tax withholding related to restricted stock unit vesting at an indicated price of $34.60, leaving 113,777 shares beneficially owned. On 09/02/2025, 1,346 shares were sold under a Rule 10b5-1 trading plan at $34.05, leaving 112,431 shares beneficially owned. The Form 4 was signed by an attorney-in-fact on 09/03/2025. The filing shows routine tax-related share withholding and a plan-based sale, with the reporting person remaining a substantial holder of Class A common stock.

Insights

Securities Analyst

TL;DR: Routine RSU tax withholding and a planned sale reduced ownership modestly; no unexpected material change.

The transactions are small relative to typical executive stakes and are explicitly described as tax withholding and a Rule 10b5-1 plan sale, indicating prearranged dispositions rather than opportunistic trading. The sale prices (~$34.60 and $34.05) and remaining balance of 112,431 shares suggest continued meaningful exposure to company equity. For investors, this filing signals routine management liquidity activity without new governance concerns.

Corporate Governance Expert

TL;DR: Filing documents compliant, preplanned sale and RSU withholding; governance processes appear followed.

The reporting person used a documented 10b5-1 trading plan and recorded withholding to satisfy tax obligations on vested RSUs. The Form 4 includes an attorney-in-fact signature, consistent with procedural filings. These items reflect adherence to standard insider-trading and equity-compensation practices rather than unexpected leadership changes or regulatory issues.

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)
08/29/2025

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	08/29/2025		F(1)		1,406	D	$34.6	113,777	D
Class A Common Stock	09/02/2025		S(2)		1,346	D	$34.05	112,431	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	09/03/2025
	** 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 transactions did CARG insider Dafna Sarnoff report on Form 4?

The Form 4 reports that Dafna Sarnoff had 1,406 shares withheld for RSU tax payment on 08/29/2025 and sold 1,346 shares under a Rule 10b5-1 plan on 09/02/2025.

How many CarGurus (CARG) shares does Dafna Sarnoff beneficially own after these transactions?

After the reported transactions, the filing shows Dafna Sarnoff beneficially owns 112,431 shares of Class A common stock.

At what prices were the shares withheld and sold according to the Form 4?

The RSU withholding is shown at a price of $34.60 per share and the 10b5-1 sale executed at $34.05 per share.

Was the sale of shares by the reporting person preplanned?

Yes. The Form 4 states the sale on 09/02/2025 was executed pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

Why were shares surrendered on 08/29/2025?

The filing explains those 1,406 shares were withheld to pay the tax liability resulting from vesting of restricted stock units.