CarGurus director granted 7,339 RSUs in stock award

Schwartz Greg M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Schwartz Greg M reported acquisition or exercise transactions in this Form 4 filing.

CarGurus, Inc. director Greg M. Schwartz received an equity award in the form of 7,339 shares of Class A common stock via restricted stock units (RSUs). This grant was reported at a price of $0.00 per share, reflecting a compensation award rather than a market purchase.

After this grant, Schwartz directly holds 18,716 shares of Class A common stock. Each RSU represents a right to receive one share, with 100% of the RSUs scheduled to vest on the first anniversary of the grant date, provided he continues serving as a director. Vesting may be accelerated in connection with a Change in Control under the company’s Omnibus Incentive Compensation Plan.

Insider Trade Summary

Grant/Award: 7,339 shares

Grant/Award 1 txn

Insider Schwartz Greg M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	7,339	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 18,716 shares (Direct)

Footnotes (1)

1. F1. 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 a director of the Issuer, 100% of the RSUs will vest on the first anniversary of the grant date. Such vesting may be accelerated in connection with a Change in Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

Key Figures

RSU grant size: 7,339 shares Price per share: $0.00 per share Total holdings after grant: 18,716 shares +1 more

4 metrics

RSU grant size 7,339 shares Class A Common Stock RSUs granted to director

Price per share $0.00 per share Reported for RSU grant transaction

Total holdings after grant 18,716 shares Director’s Class A Common Stock after transaction

Vesting schedule 100% after one year RSUs vest on first anniversary of grant date

Key Terms

restricted stock units ("RSUs"), Change in Control, Omnibus Incentive Compensation Plan, Class A common stock

4 terms

restricted stock units ("RSUs") financial

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

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

Change in Control financial

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

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Omnibus Incentive Compensation Plan financial

"Change in 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.

Class A common stock financial

"Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

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

What did CarGurus (CARG) director Greg M. Schwartz report on this Form 4?

Greg M. Schwartz reported receiving 7,339 Class A common shares through restricted stock units. This is a compensation-related equity grant, not an open-market stock purchase or sale, and increases his direct holdings to 18,716 shares following the transaction.

How many CarGurus (CARG) shares did Greg M. Schwartz acquire in this transaction?

Schwartz acquired 7,339 shares of CarGurus Class A common stock via an RSU grant. Each restricted stock unit represents the right to receive one share upon vesting, adding to his existing position as part of his director compensation package.

What is the vesting schedule for Greg M. Schwartz’s new CarGurus RSUs?

The newly granted RSUs vest 100% on the first anniversary of the grant date. Vesting is contingent on Schwartz’s continuous service as a CarGurus director, with potential acceleration if a Change in Control occurs under the Omnibus Incentive Compensation Plan.

Is Greg M. Schwartz’s CarGurus Form 4 transaction a market purchase or sale?

The transaction is not a market purchase or sale; it is a grant of restricted stock units. The Form 4 identifies the code as an award acquisition, with a reported price of $0.00 per share, indicating equity compensation rather than a cash transaction.

How many CarGurus (CARG) shares does Greg M. Schwartz hold after this RSU grant?

Following the RSU grant, Schwartz holds 18,716 shares of CarGurus Class A common stock directly. This total includes the 7,339 shares underlying the newly granted restricted stock units, assuming they ultimately vest according to the plan terms.

What triggers accelerated vesting of Greg M. Schwartz’s CarGurus RSUs?

The RSUs may vest earlier in connection with a Change in Control, as defined in CarGurus’ Omnibus Incentive Compensation Plan. This means a qualifying corporate control event could accelerate vesting, subject to the plan’s specific conditions and definitions.

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

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Accepted by SEC EDGAR 06/04/2026 - 04:48 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^*

Schwartz Greg M

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026

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	06/03/2026		A(1)		7,339	A	$0	18,716	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 a director of the Issuer, 100% of the RSUs will vest on the first anniversary of the grant date. Such vesting may be accelerated in connection with a Change in Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

	/s/ Suzanne Murray, as attorney-in-fact	06/04/2026
	** 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.
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)