CarGurus (NASDAQ: CARG) CMO covers RSU taxes with share withholding

Rhea-AI Filing Summary

CarGurus, Inc. Chief Marketing Officer Dafna Sarnoff reported a routine tax-related share disposition. On the vesting of restricted stock units, 7,550 shares of Class A Common Stock were withheld at $35.14 per share to cover tax liabilities, rather than sold in the open market. After this withholding, she continues to hold 126,819 shares directly, indicating she retains a substantial equity position in the company.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sarnoff Dafna

Role Chief Marketing Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	7,550	$35.14	$265K

Holdings After Transaction: Class A Common Stock — 126,819 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 7,550 shares Withholding price per share: $35.14 per share Shares held after transaction: 126,819 shares

3 metrics

Shares withheld for taxes 7,550 shares Tax-withholding disposition on RSU vesting

Withholding price per share $35.14 per share Value used for tax-withholding shares

Shares held after transaction 126,819 shares Direct Class A Common Stock holdings post-transaction

Key Terms

restricted stock units, tax-withholding disposition, Class A Common Stock

3 terms

restricted stock units financial

"Shares withheld for payment of tax liability upon vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition related to RSU vesting taxes."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A Common Stock financial

"security_title: Class A Common Stock reported in the Form 4."

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 04:14 PM Accepted by SEC EDGAR 07/02/2026 - 04:13 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^*

Sarnoff Dafna

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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	07/01/2026		F(1)		7,550	D	$35.14	126,819	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	07/02/2026
	** 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)

FAQ

What did CarGurus (CARG) CMO Dafna Sarnoff report in this Form 4?

She reported that 7,550 Class A shares were withheld to cover taxes on vested restricted stock units. This is a compensation-related tax-withholding event, not an open-market share sale, and she continues to hold 126,819 shares directly afterward.

Was the CarGurus (CARG) CMO’s Form 4 transaction an open-market sale?

No, the transaction was a tax-withholding disposition, code F, tied to RSU vesting. Shares were withheld by the company to pay tax liabilities, rather than being sold on the open market by the executive to another buyer.

How many CarGurus (CARG) shares were withheld for taxes in this filing?

A total of 7,550 Class A Common Stock shares were withheld at $35.14 per share. The footnote states these shares covered tax liabilities arising from the vesting of restricted stock units granted as part of compensation.

How many CarGurus (CARG) shares does Dafna Sarnoff hold after this Form 4?

Following the tax-withholding disposition, she directly holds 126,819 shares of Class A Common Stock. This post-transaction holding figure comes from the Form 4 and shows her remaining equity stake after the RSU-related tax event.

What does transaction code F mean in the CarGurus (CARG) Form 4?

Transaction code F indicates a tax-withholding disposition related to equity compensation. In this case, shares were delivered to satisfy tax obligations on restricted stock unit vesting, rather than reflecting a discretionary buy or sell decision in the market.