Form 4: CarGurus Executive Chair Sells Over 27,000 Shares Under Pre-Arranged Trading Plan

Langley Steinert, Executive Chair and 10% Owner of CarGurus, Inc., reported the sale of 27,523 shares of Class A Common Stock in early June 2025, executed under a Rule 10b5-1 trading plan.

Summary

• Langley Steinert, who serves as Executive Chair, Director, and 10% Owner of CarGurus, Inc. (CARG), reported multiple sales of Class A Common Stock.
• On June 3, 2025, Mr. Steinert sold a total of 22,931 shares: 20,639 shares directly and 2,292 shares indirectly through The Langley Steinert Irrevocable Family Trust.
• The shares sold on June 3, 2025, had a weighted average price of $31.2849 per share, with transaction prices ranging from $30.91 to $31.44.
• Following the June 3, 2025 transactions, Mr. Steinert's direct beneficial ownership was 499,715 shares, and indirect beneficial ownership (via the trust) was 475 shares.
• On June 4, 2025, an additional 4,592 shares were sold: 4,119 shares directly and 473 shares indirectly through the same family trust.
• The shares sold on June 4, 2025, had a weighted average price of $31.8761 per share, with transaction prices ranging from $31.43 to $32.05.
• After the June 4, 2025 transactions, Mr. Steinert's direct beneficial ownership decreased to 495,596 shares, and indirect beneficial ownership (via the trust) decreased to 2 shares.
• All reported sales were conducted pursuant to a pre-arranged Rule 10b5-1 trading plan, adopted by the Reporting Person.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider selling can be perceived negatively, the explicit mention of a Rule 10b5-1 trading plan indicates the sales were pre-scheduled and not based on new, adverse material information, which mitigates potential negative interpretations.

Positives

• The sales were conducted under a Rule 10b5-1 trading plan, indicating they were pre-scheduled and not based on new, non-public information, which can mitigate negative market interpretations of insider selling.

Negatives

• Significant insider selling by a key executive and 10% owner, such as the Executive Chair, can sometimes be perceived negatively by investors, potentially signaling a lack of confidence, although the 10b5-1 plan mitigates this concern.

Risks

• While executed under a 10b5-1 plan, the sale of a substantial number of shares by a high-ranking insider could still lead to speculation or negative sentiment among some investors, potentially impacting stock price.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Management Comments

• The sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
• The Reporting Person expressly disclaims beneficial ownership of shares held by The Langley Steinert Irrevocable Family Trust, despite being deemed to have indirect ownership.

Industry Context

This filing is specific to an individual's stock transactions and does not provide information directly related to broader industry trends or competitive dynamics within the online automotive marketplace sector.

Corporate Governance

Related Party Transactions

• Sales of Class A Common Stock were made indirectly through The Langley Steinert Irrevocable Family Trust, of which the Reporting Person's children are beneficiaries. The Reporting Person disclaims beneficial ownership of these shares.

Stakeholder Impact

• Shareholders: May observe the reduction in insider ownership, which could influence their perception of management's long-term commitment or confidence, though the 10b5-1 plan mitigates this concern.

Key Dates

Keywords

CarGurus, CARG, Langley Steinert, Insider Trading, Form 4, Stock Sale, Executive Chair, Beneficial Ownership, Rule 10b5-1 Plan