CarGurus (CARG) CMO Dafna Sarnoff awarded 55,320 RSUs vesting to 2030

Rhea-AI Filing Summary

Sarnoff Dafna reported acquisition or exercise transactions in this Form 4 filing.

CarGurus, Inc. reported that Chief Marketing Officer Dafna Sarnoff received a grant of 55,320 restricted stock units of Class A common stock at no cash cost. The units vest 6.25% every three months from April 1, 2026 through January 1, 2030, subject to continued employment, and may accelerate upon a qualifying Change of Control. Following this award, Sarnoff is reported with 145,516 shares of Class A common stock.

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^*

Sarnoff Dafna

(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)
	Chief Marketing Officer

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)		55,320	A	$0	145,516	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.
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FAQ

What insider transaction did CarGurus (CARG) report for Dafna Sarnoff?

CarGurus reported that Chief Marketing Officer Dafna Sarnoff received 55,320 restricted stock units of Class A common stock. These units are a stock-based compensation grant that can settle into shares over time if vesting conditions are met.

How do Dafna Sarnoff’s new RSUs at CarGurus (CARG) vest?

The 55,320 RSUs vest 6.25% on April 1, 2026, then 6.25% on the first day of each three-month period through January 1, 2030. Vesting requires her continuous service as an employee for CarGurus during this schedule.

Is there a purchase price for Dafna Sarnoff’s CarGurus (CARG) RSU grant?

The RSU grant to Dafna Sarnoff was reported at a price per share of zero. RSUs are typically earned as compensation, meaning she does not pay cash to acquire shares when the units vest into Class A common stock.

Can Dafna Sarnoff’s CarGurus (CARG) RSUs vest faster than scheduled?

The filing states vesting may be accelerated in connection with a Change of Control as defined in the CarGurus Omnibus Incentive Compensation Plan. This means certain corporate transactions could cause remaining unvested RSUs to vest earlier than the regular schedule.

How many CarGurus (CARG) shares does Dafna Sarnoff hold after this RSU grant?

After the reported RSU award, Dafna Sarnoff is shown with 145,516 shares of Class A common stock. This figure reflects her total beneficial ownership reported in the filing following the grant-related acquisition transaction.

What type of security was involved in Dafna Sarnoff’s CarGurus (CARG) Form 4?

The Form 4 involves CarGurus Class A common stock delivered through restricted stock units. Each RSU represents a contingent right to receive one share of Class A common stock if vesting and service conditions outlined in the company’s plan are satisfied.