CarGurus Executive Withholds 11,562 Shares for Taxes at $37.55

Rhea-AI Filing Summary

The Form 4 shows that Samuel Zales, listed as COO and President of CarGurus, Inc. (CARG), reported a transaction on 10/01/2025. He disposed of 11,562 shares of Class A common stock at a reported price of $37.55 per share. After the transaction, he beneficially owned 430,259 shares. The filing states the shares were withheld to satisfy tax liabilities upon vesting of restricted stock units. The Form 4 was signed on 10/02/2025 by an attorney-in-fact.

Positive

• Disclosure filed promptly showing compliance with Section 16 reporting
• Shares withheld for taxes indicates sale was for tax withholding on RSU vesting rather than an open-market trade

Negative

• Reported disposition of 11,562 shares at $37.55 could be perceived negatively by some investors

Insights

Corporate Governance Analyst

COO sold vested RSU shares; sale appears tax-driven, not necessarily discretionary.

The filing reports a 10/01/2025 disposition of 11,562 shares at $37.55, with the explanation that shares were withheld to cover tax on vested restricted stock units. Withholding to meet tax obligations is a common administrative step when RSUs vest and does not on its own indicate a change in insider conviction.

After the transaction the reporting person holds 430,259 shares, which remains a substantial ownership stake by an executive. The Form 4 disclosure satisfies Section 16 reporting requirements and provides transparency on the mechanics of the sale.

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).

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)
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)		11,562	D	$37.55	430,259	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.

	/s/ Suzanne Murray, as attorney-in-fact	10/02/2025
	** 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 the Form 4 for CARG report?

The Form 4 reports that Samuel Zales disposed of 11,562 Class A shares on 10/01/2025 at $37.55 per share.

Why were the shares sold in the CARG Form 4?

The filing states the shares were withheld to pay tax liability upon the vesting of restricted stock units.

How many CARG shares does the reporting person own after the transaction?

After the reported transaction the reporting person beneficially owned 430,259 shares.

What is the reporting person's role at CarGurus (CARG)?

The Form 4 lists the reporting person as COO and President of CarGurus, Inc.

When was the Form 4 signed?

The Form 4 was signed by an attorney-in-fact on 10/02/2025.