Executive Chair Reports 12,815,183 CarGurus Shares; Controls Class B Conversion

Rhea-AI Filing Summary

Langley Steinert reports beneficial ownership of 12,815,183 shares of CarGurus Class A common stock, representing 13.1% of the Class A on a fully converted basis. That total comprises 267,559 directly held Class A shares, 25,561 Class A equivalents from restricted stock units vesting within 60 days, and 12,522,063 Class B shares convertible one-for-one into Class A. The Reporting Person states sole voting and dispositive power over these shares and expressly disclaims beneficial ownership of shares held by an irrevocable family trust.

The filing uses 85,043,939 Class A shares outstanding as the denominator for the ownership percentage, and does not report any group, subsidiary acquisition, or holding on behalf of another person.

Positive

• Substantial disclosed stake: 12,815,183 shares beneficially owned, providing clear transparency on insider holdings.
• Sole voting and dispositive power: Reporting Person controls voting and disposition of all reported shares, simplifying governance analysis.
• Convertible Class B clarity: 12,522,063 Class B shares are explicitly convertible one-for-one into Class A, clarifying conversion impact on ownership percentages.

Negative

• Concentrated control: Large, convertible insider holdings create concentrated voting power that can limit influence of public shareholders.
• Potential impact on float if converted: Conversion of a large Class B block could materially change public float and share distribution.

Insights

Corporate Governance Expert

TL;DR Founder retains dominant ownership and sole voting power, signaling sustained control and alignment but limiting minority influence.

The filing shows a concentrated ownership position driven largely by convertible Class B shares that can be exchanged one-for-one for Class A. Sole voting and dispositive power over 12,815,183 shares gives the Reporting Person clear control over voting outcomes tied to that block. The disclosure that trust-held shares are disclaimed narrows the set of shares under his influence to the amount reported. For governance, this level of concentrated, convertible ownership typically preserves founder control while aligning economic incentives with long-term value, but it also reduces effective influence of unaffiliated public shareholders.

Securities Analyst

TL;DR 13.1% stake relies on conversion of Class B shares; disclosure clarifies economic interest and voting rights.

The report itemizes the components of the 12,815,183-share position and states the percentage basis as 85,043,939 Class A shares outstanding for the referenced quarter. The inclusion of 12,522,063 Class B shares convertible one-for-one is material to both voting control and potential changes to public float if converted. The sole dispositive and voting power assertion confirms direct control. This amendment is a factual ownership disclosure rather than an indication of a new transaction or change in strategy, but it is useful for modeling ownership, potential dilution, and insider alignment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 9)

CarGurus, Inc.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

141788109

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 141788109

1

Names of Reporting Persons

Langley Steinert

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 12,815,183.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 12,815,183.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,815,183.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

13.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: CarGurus, Inc.
(b)	Address of issuer's principal executive offices: 1001 Boylston Street, 16th Floor, Boston, Massachusetts 02115
Item 2.
(a)	Name of person filing: This amendment to Schedule 13G is filed by Langley Steinert, the Executive Chair and Chair of the Board of Directors of the Issuer (the "Reporting Person").
(b)	Address or principal business office or, if none, residence: The principal business address for the Reporting Person is c/o 1001 Boylston Street, 16th Floor, Boston, Massachusetts 02115.
(c)	Citizenship: The Reporting Person is a United States citizen.
(d)	Title of class of securities: Class A common stock, par value $0.001 per share
(e)	CUSIP No.: 141788109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The Reporting Person owns 12,815,183 shares of Class A Common Stock, representing (i) 267,559 shares of Class A Common Stock, (ii) 25,561 shares of Class A Common Stock underlying restricted stock units that will vest within 60 days after June 30, 2025, and (iii) 12,522,063 shares of the Issuer's Class B common stock, par value $0.001 per share ("Class B Common Stock"), which are convertible on a one-for-one basis into shares of Class A Common Stock at any time at the election of the Reporting Person. The Reporting Person has sole voting and dispositive power with respect to these shares. The number of shares of Class A Common Stock herein reported as beneficially owned by the Reporting Person does not include shares of Class A Common Stock that are owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004. The Reporting Person is neither trustee for nor beneficiary of such trust and therefore has neither voting nor dispositive power with respect to these shares. The Reporting Person expressly disclaims beneficial ownership of such shares.
(b)	Percent of class: The Reporting Person owns 13.1% of the total Class A Common Stock outstanding. The percentage amount for the Reporting Person is based on 85,043,939 shares of Class A Common Stock outstanding as of July 31, 2025, as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the U.S. Securities and Exchange Commission on August 7, 2025. Shares of Class B Common Stock are convertible on a one-for-one basis into shares of Class A Common Stock at any time at the option of the Reporting Person on a one-for-one basis. The percentage of beneficial ownership assumes the conversion of all of the shares of the Class B Common Stock held by the Reporting Person.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 12,815,183 shares of Class A Common Stock
	(ii) Shared power to vote or to direct the vote: 0 shares of Class A Common Stock
	(iii) Sole power to dispose or to direct the disposition of: 12,815,183 shares of Class A Common Stock
	(iv) Shared power to dispose or to direct the disposition of: 0 shares of Class A Common Stock
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Langley Steinert

Signature:	/s/ Langley Steinert
Name/Title:	Langley Steinert, Executive Chair
Date:	08/12/2025

FAQ

How many CarGurus (CARG) shares does Langley Steinert beneficially own?

The filing reports 12,815,183 shares beneficially owned, comprised of direct Class A shares, RSU equivalents, and convertible Class B shares.

What percentage of CarGurus Class A does Langley Steinert own?

The reported ownership equals 13.1% of Class A common stock on a fully converted basis, using 85,043,939 Class A shares outstanding as the denominator.

Does Langley Steinert have voting control over these shares?

Yes. The Reporting Person states sole voting and sole dispositive power over the 12,815,183 shares reported.

Are any shares excluded from his beneficial ownership?

Yes. Shares owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004 are expressly disclaimed and not included in the reported total.

How many Class B shares are convertible into Class A?

The filing reports 12,522,063 shares of Class B common stock that are convertible on a one-for-one basis into Class A common stock.