Samuel Zales - Mar 17, 2025 Form 4 Insider Report for CarGurus, Inc. (CARG)

Role: COO and President
Signature: /s/ Suzanne Murray, as attorney-in-fact
Stock symbol: CARG
Transactions as of: Mar 17, 2025
Transactions value $: -$307,800
Form type: 4
Date filed: 3/18/2025, 05:45 PM
Previous filing: Feb 4, 2025
Next filing: Apr 3, 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CARG	Class A Common Stock	Sale	-$308K	-10K	-2.5%	$30.78	390K	Mar 17, 2025	Direct	F1
transaction	CARG	Class A Common Stock	Award	$0	+135K	+34.59%	$0.00	525K	Mar 17, 2025	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id	Content
F1	This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
F2	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, 2025 and 6.25% of the RSUs will vest on the first day of each three-month period thereafter until January 1, 2029. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).

Content

This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

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, 2025 and 6.25% of the RSUs will vest on the first day of each three-month period thereafter until January 1, 2029. Such vesting may be accelerated in connection with a Change of Control (as defined in the Issuer's Omnibus Incentive Compensation Plan).