CarGurus (NASDAQ: CARG) awards RSUs to COO and President Samuel Zales

Rhea-AI Filing Summary

Zales Samuel reported acquisition or exercise transactions in this Form 4 filing.

CarGurus, Inc. granted COO and President Samuel Zales 81,353 restricted stock units (RSUs), each representing one share of Class A common stock. Subject to his continued employment, 6.25% of the RSUs vest on April 1, 2026, with additional 6.25% tranches vesting every three months until January 1, 2030. Vesting may accelerate if there is a Change of Control under the company’s omnibus incentive plan.

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^*

Zales Samuel

(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)
	COO and President

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	475,852	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. 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).

	/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).
** 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.
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FAQ

What insider transaction did CarGurus (CARG) report for Samuel Zales?

CarGurus reported an equity award to COO and President Samuel Zales. He received 81,353 restricted stock units (RSUs), each representing one share of Class A common stock, as part of the company’s incentive compensation plan, with vesting spread over several years.

How many RSUs did CarGurus (CARG) grant to COO Samuel Zales?

CarGurus granted 81,353 restricted stock units to COO and President Samuel Zales. Each RSU represents a contingent right to receive one share of Class A common stock, subject to a multi-year vesting schedule tied to his continued service with the company.

What is the vesting schedule for Samuel Zales’ CarGurus (CARG) RSU grant?

The RSU grant vests in equal quarterly installments. 6.25% of the RSUs vest on April 1, 2026, and 6.25% vest on the first day of each three-month period thereafter until January 1, 2030, contingent on Samuel Zales’ continuous employment with CarGurus.

Are there conditions attached to the CarGurus (CARG) RSUs granted to Samuel Zales?

Yes, vesting is conditioned on Samuel Zales’ continuous service as an employee. Additionally, the vesting of his RSUs may be accelerated if a Change of Control occurs, as defined under CarGurus’ Omnibus Incentive Compensation Plan governing these awards.

What does each CarGurus (CARG) RSU granted to Samuel Zales represent?

Each restricted stock unit granted to Samuel Zales represents a contingent right to receive one share of CarGurus’ Class A common stock. He only receives the underlying shares as the RSUs vest over time according to the specified service-based schedule and plan terms.