CARG Form 4: CMO had 5,784 shares withheld for taxes; sold 4,167

Rhea-AI Filing Summary

Dafna Sarnoff, Chief Marketing Officer of CarGurus, Inc. (CARG), reported two transactions in early October 2025. On 10/01/2025 5,784 shares were withheld to cover taxes on vested restricted stock units at a price of $37.55, leaving 106,647 shares beneficially owned. On 10/02/2025 she sold 4,167 shares at $37.70 under a Rule 10b5-1 trading plan, reducing her holdings to 102,480 shares. The Form 4 was signed on 10/03/2025 by an attorney-in-fact.

Positive

• 102,480 shares remain beneficially owned after the transactions, indicating continued executive ownership
• Sale executed under a Rule 10b5-1 plan, showing pre-arranged compliance

Negative

• None.

Insights

Corporate Governance Analyst

Insider sold routine vested shares; holdings remain substantial.

The report shows a tax-withholding of 5,784 shares for RSU vesting and a subsequent sale of 4,167 shares, leaving 102,480 shares held directly. These are routine post-vesting and plan-driven transactions rather than opportunistic trades.

This matters because continued meaningful ownership can align executive incentives with shareholders while the use of a Rule 10b5-1 plan indicates pre-arranged compliance steps for trading.

Securities Compliance Specialist

Transactions were executed under standard compliance mechanisms.

The sale on 10/02/2025 is explicitly disclosed as executed pursuant to a Rule 10b5-1 trading plan and the tax withholding on 10/01/2025 is tied to RSU vesting. The Form 4 identifies the correct transaction codes and prices ($37.55 and $37.70).

From a regulatory perspective, the filing documents the required details and includes an attorney-in-fact signature dated 10/03/2025, satisfying Section 16 reporting mechanics.

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
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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^*

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)
10/01/2025

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	10/01/2025		F(1)		5,784	D	$37.55	106,647	D
Class A Common Stock	10/02/2025		S(2)		4,167	D	$37.7	102,480	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	10/03/2025
	** 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 did CarGurus CMO Dafna Sarnoff report on Form 4?

She reported a tax-withholding of 5,784 shares for vested RSUs on 10/01/2025 and a sale of 4,167 shares at $37.70 on 10/02/2025.

How many CarGurus (CARG) shares does the reporting person own after these transactions?

The Form 4 shows 102,480 shares beneficially owned following the sale on 10/02/2025.

Why were 5,784 shares disposed of on 10/01/2025?

The filing states those shares were withheld to satisfy tax withholding upon vesting of restricted stock units.

Was the sale on 10/02/2025 part of a planned trading arrangement?

Yes, the sale was effected pursuant to a Rule 10b5-1 trading plan, as disclosed in the Form 4.

Who signed the Form 4 and when?

The document was signed by Suzanne Murray, as attorney-in-fact, on 10/03/2025.