CARG officer withheld 3,820 shares to cover RSU taxes; holds 113,225

Rhea-AI Filing Summary

Zachary Emerson Hallowell, an officer of CarGurus, Inc. (CARG), sold 3,820 shares of Class A common stock on 10/01/2025 at an effective price of $37.55 per share. After the sale, he beneficially owned 113,225 shares, held directly. The filing indicates the shares were withheld to satisfy tax withholding on restricted stock unit vesting. The transaction was reported on a standard Section 16 Form 4 and shows a routine tax-related disposition rather than a cash-raising open-market trade.

Positive

• Transaction identified as tax withholding on RSU vesting, indicating routine administrative disposition
• Beneficial ownership remains at 113,225 Class A shares following the transaction

Negative

• None.

Insights

Corporate Governance/Insider Trading Analyst

Insider sold shares to cover RSU taxes; remaining stake is 113,225 shares.

The filing reports a tax-withholding disposition of 3,820 Class A shares at $37.55 each, which is commonly executed when restricted stock units vest. The form lists the reporting person as an officer with the title CEO, CarOffer, and shows direct beneficial ownership after the transaction.

This action reflects administrative tax settlement rather than a stated change in investment view; the filing contains no additional material disclosures such as an open-market selling plan, change in control, or new compensation arrangements.

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
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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).

1. Name and Address of Reporting Person^*

Hallowell Zachary Emerson

(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)
	CEO, CarOffer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F(1)		3,820	D	$37.55	113,225	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. Shares withheld for payment of tax liability upon vesting of restricted stock units.

	/s/ Suzanne Murray, as attorney-in-fact	10/02/2025
	** 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.

FAQ

What did the CarGurus insider (CARG) report on Form 4?

The Form 4 shows officer Zachary Emerson Hallowell disposed of 3,820 Class A shares on 10/01/2025 at $37.55 per share; the shares were withheld to cover taxes on vested RSUs.

How many CarGurus shares does the reporting person own after the sale?

After the reported disposition, the reporting person beneficially owns 113,225 shares of Class A common stock.

Was the sale part of an open-market transaction or another reason?

The filing identifies the transaction code as F with an explanation stating shares were withheld for payment of tax liability upon vesting of restricted stock units.

What is the reported price per share for the transaction?

The reported price per share for the disposed Class A shares is $37.55.

Does the Form 4 indicate a change in officer role or control at CarGurus?

No. The Form 4 lists the reporting person’s relationship as an officer (CEO, CarOffer) and provides no disclosure of role changes or control transactions.