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CarGurus, Inc. Director's Dealing 2025

Feb 26, 2025

31214_dirs_2025-02-26_5e355bb3-586d-47a6-bfc6-f819d2483fcb.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CarGurus, Inc. (CARG)
CIK: 0001494259
Period of Report: 2025-02-24

Reporting Person: Steinert Langley (Director, Executive Chair, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-02-24 Class A Common Stock S 4537 $29.983 Disposed 491597 Direct
2025-02-24 Class A Common Stock S 16102 $30.902 Disposed 475495 Direct
2025-02-24 Class A Common Stock S 503 $29.983 Disposed 7240 Indirect
2025-02-24 Class A Common Stock S 1789 $30.902 Disposed 5451 Indirect
2025-02-25 Class A Common Stock S 8898 $30.8043 Disposed 466597 Direct
2025-02-25 Class A Common Stock S 11741 $31.3534 Disposed 454856 Direct
2025-02-25 Class A Common Stock S 988 $30.8043 Disposed 4463 Indirect
2025-02-25 Class A Common Stock S 1304 $31.3534 Disposed 3159 Indirect
2025-02-25 Class A Common Stock C 693445 Acquired 1148301 Direct
2025-02-25 Class A Common Stock C 77050 Acquired 80209 Indirect
2025-02-26 Class A Common Stock S 20639 $31.2286 Disposed 1127662 Direct
2025-02-26 Class A Common Stock S 2292 $31.2286 Disposed 77917 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-02-25 Class B Common Stock $ C 693445 Disposed Class A Common Stock (693445) Direct
2025-02-25 Class B Common Stock $ C 77050 Disposed Class A Common Stock (77050) Indirect

Footnotes

F1: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.57 to $30.5699 per share, inclusive. Information regarding the number of shares sold at each separate price will be made available from the Reporting Person upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.57 to $31.11 per share, inclusive. Information regarding the number of shares sold at each separate price will be made available from the Reporting Person upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.

F4: These shares are owned directly by The Langley Steinert Irrevocable Family Trust dated June 21, 2004, of which the Reporting Person's children are the beneficiaries. The Reporting Person may be deemed to have indirect ownership over such shares, but expressly disclaims beneficial ownership of such shares.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.131 to $31.1309 per share, inclusive. Information regarding the number of shares sold at each separate price will be made available from the Reporting Person upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.131 to $31.6201 per share, inclusive. Information regarding the number of shares sold at each separate price will be made available from the Reporting Person upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.

F7: Represents the conversion of Class B Common Stock into Class A Common Stock at the Reporting Person's election.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.80 to $31.57 per share, inclusive. Information regarding the number of shares sold at each separate price will be made available from the Reporting Person upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer.

F9: Each share of Class B Common Stock has no expiration date and is convertible into one share of Class A Common Stock at the option of the Reporting Person or automatically either upon the transfer of such share of Class B Common Stock, except for certain transfers described in the Issuer's amended and restated certificate of incorporation, or upon the date falling after the first to occur of the death of Langley Steinert, Langley Steinert's voluntary termination of all employment with the Issuer and service on the Issuer's board of directors or the sum of the number of shares of the Issuer's capital stock held by Langley Steinert and any Family Member or Permitted Entity of Langley Steinert (as such terms are defined in the Issuer's amended and restated certificate of incorporation), assuming the exercise and settlement in full of all outstanding options and convertible securities and calculated on an as-converted to Class A Common Stock basis, being less than 9,091,484 shares.