CarGurus (CARG) awards 81,353 RSUs to Executive Chair Langley Steinert

Rhea-AI Filing Summary

Steinert Langley reported acquisition or exercise transactions in this Form 4 filing.

CarGurus, Inc. Executive Chair Langley Steinert reported an equity compensation grant involving 81,353 restricted stock units (RSUs) tied to Class A common stock at no cash cost per share. Each RSU represents a right to receive one share upon vesting.

Subject to his continued employment, 6.25% of the RSUs will vest on April 1, 2026, with an additional 6.25% vesting on the first day of each three-month period thereafter until January 1, 2030, with potential acceleration upon a qualifying Change of Control under the company’s omnibus incentive plan. Separately, 2 shares of Class A common stock are held indirectly by an irrevocable family trust benefiting his children, for which he disclaims beneficial ownership.

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

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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).

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^*

Steinert Langley

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Chair

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A(1)		81,353	A	$0	544,466	D
Class A Common Stock								2	I	See Footnote(2)

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. 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, 6.25% of the RSUs will vest on April 1, 2026 and 6.25% of the RSUs will vest on the first day of each three-month period thereafter until January 1, 2030. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

2. These shares are owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004, of which the Reporting Person's children are the beneficiaries. The Reporting Person may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.

	/s/ Suzanne Murray, as attorney-in-fact	03/04/2026
	** 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).
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FAQ

What did CarGurus (CARG) Executive Chair Langley Steinert report in this Form 4?

Langley Steinert reported receiving 81,353 restricted stock units (RSUs) tied to CarGurus Class A common stock as an equity award. The RSUs were granted at no cash cost and will convert into shares only as they vest over a defined multi-year schedule through 2030.

How many CarGurus (CARG) RSUs were granted to the Executive Chair?

The Executive Chair was granted 81,353 restricted stock units linked to CarGurus Class A common stock. Each RSU represents a contingent right to receive one share, subject to satisfying vesting conditions tied to continued employment and potential acceleration if a qualifying Change of Control occurs under the incentive plan.

What is the vesting schedule for Langley Steinert’s CarGurus (CARG) RSU grant?

The RSU grant vests 6.25% on April 1, 2026, then 6.25% on the first day of each three-month period until January 1, 2030. Vesting requires continuous employment with CarGurus, and may accelerate if a Change of Control event, as defined in the omnibus incentive plan, occurs.

Does Langley Steinert pay anything for the CarGurus (CARG) RSUs reported?

The RSUs were granted at a reported price of $0.0000 per unit, meaning no cash was paid for the award at grant. Economic value arises only if and when units vest into shares and those shares have market value at that future time.

What indirect CarGurus (CARG) holdings are linked to Langley Steinert in this filing?

The filing shows 2 shares of Class A common stock held indirectly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004. The trust’s beneficiaries are his children, and Steinert may be deemed to have indirect ownership but expressly disclaims beneficial ownership of those shares.

Are the RSUs granted to the CarGurus (CARG) Executive Chair fully owned today?

The RSUs are not fully vested today; they represent a contingent right to receive shares over time. Ownership of underlying shares occurs only as units vest quarterly from April 1, 2026 through January 1, 2030, or earlier if vesting accelerates under Change of Control provisions.