CarGurus director receives 7,339 RSU share award

CarGurus, Inc. director Stephen Kaufer received an equity award in the form of 7,339 shares of Class A common stock, granted as restricted stock units.

Rhea-AI Filing Summary

CarGurus, Inc. director Stephen Kaufer received an equity award in the form of 7,339 shares of Class A common stock, granted as restricted stock units. These RSUs were awarded at no cash cost per share and increase his direct holdings to 331,278.105 shares after the grant.

The footnotes explain that each RSU converts into one share of Class A common stock. All of these RSUs are scheduled to vest on the first anniversary of the grant date, so long as he continues serving as a director. Vesting may accelerate if there is 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 Kaufer Stephen

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 — 331,278.105 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 Post-grant holdings: 331,278.105 shares Grant price per share: $0.0000 per share +1 more

4 metrics

RSU grant size 7,339 shares Restricted stock units granted to director on June 3, 2026

Post-grant holdings 331,278.105 shares Total Class A common stock directly owned after the award

Grant price per share $0.0000 per share Non-cash RSU award with no purchase price

RSU vesting schedule 100% on first anniversary Vesting contingent on continued service as director

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 Stephen Kaufer report in this Form 4?

Stephen Kaufer reported an equity grant of 7,339 restricted stock units. Each RSU represents one share of CarGurus Class A common stock, increasing his direct holdings to 331,278.105 shares after the award, with future vesting conditions attached.

How many CarGurus (CARG) shares did Stephen Kaufer acquire in this transaction?

He acquired 7,339 shares in the form of restricted stock units. These units were granted at no cash price per share and will convert into Class A common stock upon vesting, adding to his existing direct share ownership position.

What are the vesting terms of Stephen Kaufer’s new CarGurus (CARG) RSUs?

All 7,339 RSUs are scheduled to vest on the first anniversary of the grant date. Vesting requires his continuous service as a director, with potential acceleration if a Change in Control occurs under the company’s Omnibus Incentive Compensation Plan.

What is Stephen Kaufer’s total CarGurus (CARG) share ownership after this Form 4 transaction?

Following the grant, his direct holdings total 331,278.105 shares of Class A common stock. This figure includes the newly awarded 7,339 restricted stock units that will settle into shares once the specified vesting conditions are satisfied.

Does the CarGurus (CARG) Form 4 show an open-market purchase or sale by Stephen Kaufer?

No, the filing reports a grant classified as a non-derivative acquisition. The transaction code "A" indicates a grant or award, not an open-market buy or sell, and the price per share is recorded as zero dollars.

How do the reported RSUs in this CarGurus (CARG) filing work for Stephen Kaufer?

Each RSU represents a contingent right to receive one share of Class A common stock. They only convert into shares when vesting requirements are met, tying the director’s compensation to continued service and potential corporate events like a Change in Control.

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

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Accepted by SEC EDGAR 06/04/2026 - 04:44 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^*

Kaufer Stephen

(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	331,278.105	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)