CarGurus COO gets 22,548-share RSU grant, tax withholding

CarGurus, Inc. COO and President Samuel Zales reported two equity events on July 1, 2026: 11,526 Class A shares were disposed to cover tax withholding, and 22,548 RSUs were granted, each representing a right to one share with scheduled vesting.

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

Rhea-AI Filing Summary

CarGurus, Inc. COO and President Samuel Zales reported two equity events on July 1, 2026: 11,526 Class A shares were disposed to cover tax withholding, and 22,548 RSUs were granted, each representing a right to one share with scheduled vesting. After these transactions he directly holds 475,349 Class A shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zales Samuel

Role COO and President

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

Holdings After Transaction: Class A Common Stock — 475,349 shares (Direct)

Footnotes (2)

1. F1. Shares withheld for payment of tax liability upon vesting of restricted stock units.
2. F2. 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

Tax-withholding shares: 11,526 shares Tax-withholding price: $35.14 per share RSU grant size: 22,548 RSUs +3 more

6 metrics

Tax-withholding shares 11,526 shares Class A Common Stock disposed on July 1, 2026 to cover tax liability

Tax-withholding price $35.14 per share Price applied to 11,526 shares withheld for taxes on July 1, 2026

RSU grant size 22,548 RSUs Equity award representing shares of Class A Common Stock granted to Samuel Zales

Initial RSU vesting 37.5% on October 1, 2026 Portion of RSUs scheduled to vest, subject to continued employment

Subsequent RSU vesting 12.5% quarterly until January 1, 2028 Remaining RSUs vest on the first day of each three-month period

Post-transaction holdings 475,349 shares Direct Class A Common Stock held by Samuel Zales after reported transactions

Key Terms

restricted stock units, Change of Control, Omnibus Incentive Compensation Plan

3 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.

Change of Control financial

"Such vesting may be accelerated in connection with a Change of Control."

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

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did CarGurus (CARG) COO Samuel Zales report?

Samuel Zales reported two transactions: 11,526 Class A shares22,548 restricted stock units (RSUs)

How many CarGurus (CARG) shares were withheld for Samuel Zales' taxes?

The filing shows 11,526 Class A Common shares$35.14 per share

What is the size of Samuel Zales' new RSU grant at CarGurus (CARG)?

Samuel Zales received an equity award of 22,548 RSUs

When will Samuel Zales' CarGurus (CARG) RSUs vest?

The RSUs vest in tranches: 37.5% on October 1, 202612.5%January 1, 2028

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

After the reported tax-withholding and RSU grant, Samuel Zales directly holds 475,349 shares of Class A Common Stock

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)