CARG Form 4: Hanson withholds RSUs and executes 10b5-1 sale

Rhea-AI Filing Summary

Jennifer Ladd Hanson, Chief People Officer of CarGurus, Inc. (CARG), reported three transactions in her Form 4. On 09/30/2025 4,154 shares were withheld to cover taxes upon RSU vesting at $37.23, leaving 64,805 shares owned. On 10/01/2025 she sold 9,998 shares at $36.88 under a Rule 10b5-1 trading plan, reducing holdings to 54,807. Also on 10/01/2025 an additional 236 shares were withheld for taxes at $37.55, leaving 54,571 shares. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• Sale executed under Rule 10b5-1, indicating a prearranged trading plan
• Tax withholding for RSU vesting documented with exact share counts (4,154 and 236)

Negative

• Insider sale of 9,998 shares reduced beneficial ownership from 64,805 to 54,571
• Total holdings declined by 10,234 shares across the reported transactions

Insights

Insider Transactions Analyst

Insider completed prearranged sale and tax-withholding on RSUs

The filing shows a Rule 10b5-1 sale of 9,998 shares on 10/01/2025, which the reporting person states was executed under a preexisting trading plan. That status clarifies this disposal follows a predetermined schedule rather than an ad-hoc trade.

The report also documents 4,154 and 236 shares withheld on 09/30/2025 and 10/01/2025 respectively to satisfy tax liabilities from RSU vesting, reducing total beneficial ownership to 54,571 shares.

Securities Compliance Officer

Form 4 properly discloses transaction codes and signatures

The filing uses appropriate transaction codes: F for shares withheld for taxes and S for a sale under Rule 10b5-1, and it is signed by an attorney-in-fact on 10/02/2025. These elements align with Section 16 reporting requirements.

No additional disclosures (such as amendments or joint filers) appear on the form; the filer checked that this is a single-person 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

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^*

Hanson Jennifer Ladd

(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 People Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		F(1)		4,154	D	$37.23	64,805	D
Class A Common Stock	10/01/2025		S(2)		9,998	D	$36.88	54,807	D
Class A Common Stock	10/01/2025		F(1)		236	D	$37.55	54,571	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	10/02/2025
	** 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 CarGurus insider Jennifer Ladd Hanson report on Form 4 (CARG)?

The Form 4 reports tax-withholding of 4,154 shares on 09/30/2025, a sale of 9,998 shares on 10/01/2025 under a Rule 10b5-1 plan, and withholding of 236 shares on 10/01/2025.

How many CarGurus shares does the insider own after these transactions?

After the reported transactions the insider beneficially owns 54,571 shares.

At what prices were the reported CarGurus transactions executed?

Withheld RSU shares were recorded at $37.23 and $37.55; the sale on 10/01/2025 was at $36.88.

Was the sale of CarGurus shares prearranged?

Yes. The sale of 9,998 shares on 10/01/2025 is stated to have been effected pursuant to a Rule 10b5-1 trading plan.

Who signed the Form 4 for Jennifer Ladd Hanson and when?

The Form 4 was signed by Suzanne Murray, as attorney-in-fact, on 10/02/2025.

Did the filer indicate a joint filing or multiple reporting persons?

No. The filer checked that the form was filed by one reporting person.