CarGurus (CARG) CTO awarded 65,082 RSUs with multi‑year vesting

Rhea-AI Filing Summary

Quinn Matthew Todd reported acquisition or exercise transactions in this Form 4 filing.

CarGurus, Inc. Chief Technology Officer Matthew Todd Quinn reported an equity award of 65,082 restricted stock units (RSUs) tied to the company’s Class A common stock. Each RSU represents a right to receive one share at vesting rather than a cash payment today.

According to the award terms, 6.25% of the RSUs are scheduled to 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, so long as he remains an employee. The filing notes that vesting may accelerate if there is a qualifying Change of Control under the company’s Omnibus Incentive Compensation Plan. Following this grant, he holds 258,533 shares directly.

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^*

Quinn Matthew Todd

(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 Technology 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)		65,082	A	$0	258,533	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 Matthew Todd Quinn?

CarGurus reported that Chief Technology Officer Matthew Todd Quinn received 65,082 restricted stock units. These RSUs are a form of equity compensation that convert into Class A common shares over time, aligning his incentives with shareholders as they vest through January 1, 2030.

How many CarGurus (CARG) RSUs were granted in this Form 4 filing?

The filing shows a grant of 65,082 restricted stock units to the CTO. Each RSU entitles him to receive one share of Class A common stock upon vesting, subject to continued employment and potential acceleration upon a qualifying Change of Control event.

What is the vesting schedule for Matthew Todd Quinn’s CarGurus (CARG) RSUs?

The 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 depends on his continued employment, with potential acceleration if a qualifying Change of Control occurs under the company’s incentive plan.

Does the CarGurus (CARG) CTO pay anything for the RSUs reported in this Form 4?

The reported transaction price per share is $0.0000, indicating the RSUs were granted as compensation rather than purchased in the market. He receives shares over time as vesting conditions are met, rather than making a cash investment at the grant date.

How many CarGurus (CARG) shares does Matthew Todd Quinn own after this RSU grant?

After the reported transaction, total shares beneficially owned following the grant are 258,533. This figure reflects his direct ownership position as reported, including the newly awarded RSUs that will convert into Class A common stock as they vest over time.

Can the CarGurus (CARG) CTO’s RSUs vest faster than scheduled?

Yes. The filing states vesting may be accelerated in connection with a Change of Control, as defined in CarGurus’ Omnibus Incentive Compensation Plan. This means a qualifying acquisition or similar corporate transaction could cause some or all unvested RSUs to vest earlier.