CarGurus (CARG) COO Samuel Zales receives 22,548 RSUs, withholds shares for tax

Rhea-AI Filing Summary

CarGurus, Inc. Chief Operating Officer and President Samuel Zales reported routine equity compensation activity involving Class A Common Stock. He received a grant of 22,548 restricted stock units at no cost, increasing his direct holdings to 475,349 shares. On the same date, 11,526 shares were automatically withheld at a price of $35.14 per share to cover tax liabilities upon RSU vesting, leaving him with 452,801 shares directly owned.

The granted RSUs represent a contingent right to receive an equal number of shares. Vesting is scheduled so that 37.5% vest on October 1, 2026, and 12.5% vest on the first day of each three-month period thereafter until January 1, 2028, subject to his continued employment. Vesting may be accelerated in connection with a defined Change of Control under the company’s Omnibus Incentive Compensation Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zales Samuel

Role COO and President

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	11,526	$35.14	$405K
Grant/Award	Class A Common Stock	22,548	$0.00	--

Holdings After Transaction: Class A Common Stock — 452,801 shares (Direct, null)

Footnotes (1)

1. Shares withheld for payment of tax liability upon vesting of restricted stock units. Represents shares issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. Subject to the Reporting Person's continuous service as an employee of the Issuer, 37.5% of the RSUs will vest on October 1, 2026 and 12.5% of the RSUs will vest on the first day of each three-month period thereafter until January 1, 2028. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

Key Figures

RSU grant: 22,548 shares Shares withheld for taxes: 11,526 shares at $35.14 Shares after grant: 475,349 shares +3 more

6 metrics

RSU grant 22,548 shares Class A Common Stock RSUs granted to COO and President

Shares withheld for taxes 11,526 shares at $35.14 Withheld to cover tax liability upon RSU vesting

Shares after grant 475,349 shares Direct holdings immediately following RSU grant

Shares after withholding 452,801 shares Direct holdings after tax-withholding disposition

Initial vesting tranche 37.5% of RSUs Vests on October 1, 2026, subject to continuous service

Subsequent vesting tranches 12.5% each period Vest on first day of each three-month period until January 1, 2028

Key Terms

restricted stock units, RSUs, Change of Control, Omnibus Incentive Compensation Plan, +1 more

5 terms

restricted stock units financial

"Shares withheld for payment of tax liability upon vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSUs financial

"Represents shares issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person."

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Change of Control financial

"Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan)."

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Omnibus Incentive Compensation Plan financial

"Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan)."

An omnibus incentive compensation plan is a single, flexible program that lets a company grant different kinds of pay — such as cash bonuses, stock options, restricted stock, or performance awards — to employees, executives and directors. Investors care because the plan affects how much ownership can be given away (dilution), how much the company spends on pay, and whether executives’ goals are aligned with shareholders, much like a menu that decides what rewards staff can pick and how costly they are.

tax liability financial

"Shares withheld for payment of tax liability upon vesting of restricted stock units."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 04:13 PM Accepted by SEC EDGAR 07/06/2026 - 04:12 PM Learn about SEC filing dates

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).

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^*

Zales Samuel

(Last) (First) (Middle)

1001 BOYLSTON STREET

16TH FLOOR

(Street)

BOSTON MASSACHUSETTS 02115

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	07/01/2026		F(1)		11,526	D	$35.14	452,801	D
Class A Common Stock	07/01/2026		A(2)		22,548	A	$0	475,349	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. Represents shares issuable upon settlement of restricted stock units ("RSUs") granted to the Reporting Person. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. Subject to the Reporting Person's continuous service as an employee of the Issuer, 37.5% of the RSUs will vest on October 1, 2026 and 12.5% of the RSUs will vest on the first day of each three-month period thereafter until January 1, 2028. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

	/s/ Suzanne Murray, as attorney-in-fact	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did CarGurus (CARG) COO Samuel Zales report in this Form 4?

Samuel Zales reported routine equity compensation activity. He received 22,548 restricted stock units and had 11,526 shares withheld to cover tax liabilities, all involving CarGurus Class A Common Stock under the company’s incentive plan.

How many CarGurus (CARG) shares does Samuel Zales hold after these transactions?

After the reported transactions, Samuel Zales directly holds 452,801 shares of CarGurus Class A Common Stock. This figure reflects both the RSU-related grant and the automatic share withholding for taxes disclosed in the Form 4.

Were any of Samuel Zales’ CarGurus (CARG) transactions open-market buys or sells?

No, the Form 4 shows no open-market purchases or sales. The reported transactions are a grant of 22,548 restricted stock units and an automatic disposition of 11,526 shares to satisfy tax obligations upon RSU vesting.

What is the vesting schedule for Samuel Zales’ new CarGurus (CARG) RSUs?

The RSUs vest over time. According to the filing, 37.5% vest on October 1, 2026, and 12.5% vest on the first day of each three-month period thereafter until January 1, 2028, subject to his continued employment.

At what price were CarGurus (CARG) shares withheld for Samuel Zales’ tax liability?

The filing states that 11,526 shares of CarGurus Class A Common Stock were withheld at $35.14 per share. These shares were used to satisfy tax liabilities arising from the vesting of restricted stock units.

Can Samuel Zales’ CarGurus (CARG) RSUs vest earlier than scheduled?

Yes, the Form 4 notes vesting may be accelerated in connection with a Change of Control. Such a Change of Control is defined in CarGurus’ Omnibus Incentive Compensation Plan, which governs the RSU award’s terms.