CARG CTO has 8,457 shares withheld for taxes; ownership falls to 204,631

Rhea-AI Filing Summary

Matthew Todd Quinn, Chief Technology Officer of CarGurus, Inc. (CARG), reported two changes in his beneficial ownership of Class A common stock. On 10/01/2025 8,457 shares were withheld to satisfy tax withholding upon RSU vesting at a price of $37.55, leaving 208,420 shares beneficially owned. On 10/02/2025 he sold 3,789 shares at $37.70 under a pre-established Rule 10b5-1 trading plan, leaving 204,631 shares beneficially owned. The Form 4 was filed as an individual report by one reporting person and includes an attorney-in-fact signature.

Positive

• Sale executed under a Rule 10b5-1 plan, indicating pre-planned trading rather than ad-hoc insider timing
• 8,457 shares withheld for tax liability on RSU vesting, a routine compensation settlement

Negative

• Beneficial ownership decreased from 208,420 to 204,631 shares following the reported transactions
• Insider sale of 3,789 shares at $37.70, which reduces insider-held equity

Insights

Corporate Governance Analyst

Insider tax-withholding and a planned sale reduced CTO holdings modestly.

The report shows a tax-withholding event of 8,457 shares on 10/01/2025 tied to RSU vesting, which is a routine compensation-related reduction in holdings.

The subsequent 10/02/2025 sale of 3,789 shares at $37.70 was executed under a Rule 10b5-1 plan, indicating the sale was pre-planned rather than opportunistic.

This sequence reduced beneficial ownership from 208,420 to 204,631, a change that is material at the individual level but not necessarily company‑moving given no larger ownership or voting control figures are disclosed.

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^*

Quinn Matthew Todd

(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 Technology 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)		8,457	D	$37.55	208,420	D
Class A Common Stock	10/02/2025		S(2)		3,789	D	$37.7	204,631	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 transactions did the CarGurus (CARG) insider report?

The CTO reported 8,457 shares withheld for taxes on 10/01/2025 at $37.55 and a sale of 3,789 shares on 10/02/2025 at $37.70.

Why were shares withheld on the Form 4 for CARG?

The Form 4 explains the 8,457 shares were withheld to satisfy tax liability upon vesting of restricted stock units.

Was the sale by the reporting person at CarGurus (CARG) discretionary?

No. The Form 4 states the 3,789-share sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

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

Following the withholding and sale, the reporting person beneficially owned 204,631 shares of Class A common stock.

Who filed the Form 4 for the reporting person?

The Form 4 shows the filing was signed by Suzanne Murray as attorney-in-fact for the reporting person.