CARG 10-K & 10-Q changes, risk factors and insider trading
CarGurus, Inc. · Nasdaq · Services-Computer Processing & Data Preparation · CIK 1494259 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We may be subject to disputes regarding the accuracy of the pricing and valuation products and features of our marketplaces.”
New heading “We have made and may continue to make acquisitions that could disrupt our operations and harm our operating results.”
New heading “Risks Related to Our Operations”
New heading “Certain of our key business metrics are subject to inherent challenges in measurement and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.”
New heading “Cybersecurity risks and cyber incidents, as well as other significant disruptions of our information technology networks and related systems and resources, could adversely affect our business, disrupt operations, and expose us to liabilities to employees, customers, governmental regulators, and other third parties.”
New heading “If we fail to maintain effective internal control and remediate any future control deficiencies, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and the market price of our Class A common stock.”
New heading “Litigation and other legal proceedings may adversely affect our business, financial condition, and results of operations.”
New heading “Our business, operations, and financial conditions may be adversely affected by tariffs, trade restrictions, trade disputes, or other changes in trade policy or trade regulation.”
Removed heading “If the CarOffer business and/or our combined offerings do not grow, our revenue and business could be adversely affected.”
Removed heading “We may fail to successfully integrate CarOffer and/or fail to fully realize all of the anticipated benefits of the 2023 CarOffer Transaction, which could harm our business, brands, operating results, and financial condition.”
Removed heading “Our goodwill, intangible assets, and other assets have been subject to impairment in the past and may be subject to further impairment in the future, which could have a material adverse effect on our results of operations, financial condition, or future operating results.”
Removed heading “We may be subject to disputes regarding the accuracy of IMV, Deal Ratings, Dealer Ratings, New Car Price Information, and other features of our marketplaces.”
Removed heading “We have previously identified a material weakness in our internal control over financial reporting. If we fail to maintain effective internal control and remediate any future control deficiencies, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business and the market price of our Class A common stock.”
Removed heading “We must maintain proper and effective internal control over financial reporting and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in us and, as a result, the value of our Class A common stock.”
Largest changes
“From time to time we may become involved in legal proceedings, claims, government investigations, and other proceedings relating to labor and employment, commercial, tort, contract, privacy, consumer protection, intellectual property matters, tax, state or federal regulatory investigations, securities (including class action litigation), competition or antitrust, and other legal proceedings or investigations, which could have an adverse impact on our business, financial condition, and results of operations and divert the attention of our management from the operation of our business. …”see in full comparison
“There are numerous federal, national, state, and local laws and regulations in the U.S. and around the world regarding privacy and the collection, processing, storage, sharing, disclosure, use, cross-border transfer, and protection of personal information and other data. …”see in full comparison
“There are numerous federal, national, state, and local laws and regulations in the U.S. and around the world regarding privacy and the collection, processing, storage, sharing, disclosure, use, cross-border transfer, and protection of personal information and other data. …”see in full comparison
“Some functions of our marketplaces involve the storage and transmission of consumers’ information, such as IP addresses and site activity data, contact information of users who connect with dealers, credit applications, and other financial data and profile information of users who create accounts on our marketplaces as well as dealers’ information. We also process and store personal and confidential information of our vendors, partners, and employees, and we employ third-party service providers, such as payment processing providers, who also regularly have access to customer and consumer data. …”see in full comparison
“Some functions of our marketplaces involve the storage and transmission of consumers’ information, such as IP addresses and site activity data, contact information of users who connect with dealers, credit applications, and other financial data and profile information of users who create accounts on our marketplaces as well as dealers’ information. We also process and store personal and confidential information of our vendors, partners, and employees, and we employ third-party service providers, such as payment processing providers, who also regularly have access to customer and consumer data. …”see in full comparison
“We are required, pursuant to Section 404 of the Sarbanes-Oxley Act and the related rules adopted by the SEC, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting, such as the previously identified material weakness discussed above, which was subsequently remediated during the year ended December 31, 2024. …”see in full comparison
Full comparison: every changed paragraph (129)
Our business is substantially dependent on our relationships with dealers. If a significant number of dealers terminate their subscription agreementssubscriptions with us and/or dealer closures or consolidations occur that reduce demand for our products, our business and financial results would be materially and adversely affected.
If the CarOffer business and/or our combined offerings do not grow, our revenue and business could be adversely affected.
If we are unable to provide a compelling experience to consumers on our marketplaces, connections between consumers and dealers using our marketplaces may decline and our business and financial results would be materially and adversely affected.
If we are unable to provide a compelling experience to consumers on our marketplaces, the number of connections between consumers and dealers using our marketplaces may decline and our business and financial results would be materially and adversely affected.
Our future revenue is uncertain, including due to potential macroeconomic effects, including financial market volatility and disruption, inflationary concerns, changes in tax laws and regulations, interest and currency exchange rates, uncertain economic conditions in the U.S. and abroad, and additionalthe tariffs, including as a resultimposition of new or increased tariffs by the recent U.S. presidentialor election.foreign governments.
We may be subject to disputes regarding the accuracy of the pricing and valuation products and features of our marketplaces.
Risks Related to Our Operations
Certain of our key business metrics are subject to inherent challenges in measurement and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
We are subject to a complex framework of laws and regulations, many of which are unsettled, still developing, and contradictory, which have in the past, and could in the future, subject us to claims, challenge our business model, or otherwise harm our business.
Our goodwill, intangible assets, and other assets have been subject to impairment in the past and may be subject to further impairment in the future, which could have a material adverse effect on our results of operations, financial condition, or future operating results.
We may be subject to disputes regarding the accuracy of IMV, Deal Ratings, Dealer Ratings, New Car Price Information, and other features of our marketplaces.
We are subject to a complex framework of laws and regulations, many of which are unsettled, still developing, and contradictory, which have in the past, and could in the future, subject us to claims, challenge our business model or otherwise harm our business.
Our founder controls a majority of the voting power of our outstanding capital stock,stock and, therefore, has control over key decision-making and could control our actions in a manner that conflicts with the interests of other stockholders.
Litigation and other legal proceedings may adversely affect our business, financial condition, and results of operations.
Our business is substantially dependent on our relationships with dealers. If a significant number of dealers terminate their subscription agreementssubscriptions with us and/or dealer closures or consolidations occur that reduce demand for our products, our business and financial results would be materially and adversely affected.
A significant source of our revenue consists of subscription fees paid to us by dealers for access to enhanced features on our automotive marketplaces.platform. The majority of our contracts with dealers currently provide for one-month committed terms and do not contain contractual obligations requiring a dealer to maintain its relationship with us beyond the committed term. If a significant number of our paying dealers independently or under advisement from influential groups (such as dealer associations, regulators, automotive manufacturers, and consumer advocates) decide to terminate their subscriptions with us, our business and financial results would be materially and adversely affected.
We allow dealers to list their inventory in our marketplaces for free; however, we impose certain limitations on such free listings. In the future, we may decide to impose additional restrictions on Restricted Listings or modify the services available to non-paying dealers. These changes to our Restricted Listings product may result in less inventory being displayed to consumers, which may impair our efforts to attract consumers, and cause paying and non-paying dealers to receive fewer leads and connections, which may make it more difficult for us to convert non-paying dealers to paying dealers or maintain or increase the number of paying dealers. If dealers do not subscribe to our paid offerings at the rates we expect, our business and financial results would be materially and adversely affected.
Our success depends on our continued innovation to provide products that make our marketplaces, websites, and mobile applications useful for consumers and dealers or that otherwise provide value to consumers and dealers, including, for example, features of vehicle listing, research, search, and transactional offerings. In addition, following the wind-down of CarOffer, we are focusing on developing technology and analytics that will enable smarter sourcing and pricing decisions. A failure by us to capture the benefits that we expect from these product investments could negatively impact our business and financial results.
We also anticipate that over time our investments in our current products may become less productive and the growth of our revenue will require more focus on developing new products. These new products must be widely adopted by consumers and dealers in order for us to continue to attract consumers to our marketplaces and dealers to our products and services. Accordingly, we must continually invest resources in product, technology, and development to improve the attractiveness of our marketplaces and adapt to new and changing technologies and consumer requirements. Our ability to engage in these activities may decline as a result of macroeconomic factors and any cost-savings initiatives on our business. We also may experience difficulties with software development, design, or marketing that could delay or prevent our development, introduction, or implementation of new product experiences, features, or capabilities. These product, technology, and development expenses may include costs of hiring additional personnel and retaining our current employees, engaging third-party service providers, and conducting other research and development activities. There can be no assurance that innovations to our products, like PriceVantage, Dealership Mode, Discover, or Sell My Car, or the development of future products, will increase consumer or dealer engagement, achieve market acceptance, create additional revenue, or become profitable. There can also be no assurance that our future products will meet consumer expectations in light of new technologies offered by others in the marketplace.
We have made, and intend to continue making, significant investments in developing products that incorporate AI. The development of such new features will incur significant costs and there is no guarantee that such new product offerings will ultimately be successful. Additionally, use of newly-developed AI technology could increase cybersecurity and data protection risks and result in reputational harm, operational risks, or legal liability. Moreover, uncertainty in the regulatory landscape relating to AI, along with new or enhanced governmental or regulatory scrutiny, could negatively impact our business in the U.S. or in other jurisdictions where we operate. For example, several U.S. states have proposed, and in certain cases have enacted, legislation covering the deployment and regulation of AI technology, or otherwise imposing obligations in connection with the use of AI. Additionally, the EU enacted the Artificial Intelligence Act in March 2024 that prohibits certain AI applications and systems and imposes additional requirements on the use of certain applications or systems.
We rely, in part, on internet search engines such as Google, Bing, and Yahoo! to drive traffic to our websites. The number of consumers we attract to our marketplaces from search engines is due in part to how and where our websites rank in unpaid search results. These rankings can be affected by a number of factors, many of which are not under our direct control and may change frequently. For example, when a consumer searches for a vehicle in an internet search engine, we rely on a high organic search ranking of our webpages to refer the consumer to our websites. Our competitors’ internet search engine optimization efforts may result in their websites receiving higher search result rankings than ours, or internet search engines could change their methodologies and/or introduce competing products in a way that would adversely affect our search result rankings. If internet search engines modify their methodologies in ways that are detrimental to us, as they have done from time to time, or if our efforts to improve our search engine optimization are unsuccessful or less successful than our competitors’ efforts, our ability to attract a large consumer audience could diminish, traffic to our marketplaces could decline, and the number of leads that we send to our dealers could be adversely impacted.
Additionally, competing products from internet search engine providers, such as those that provide dealer and vehicle pricing and other information directly in search results or decreases in consumer use of search engines could also adversely impact traffic to our websites and the number of leads that we are able to send to our dealers. For example, as a result of the continued development of AI technology, search engines now have the ability to create customized search engine results pages that display AI-generated answers for users, which could result in our websites not being displayed prominently or at all. We expect AI to have a significant impact on the future of online automotive marketplaces as AI technologies become increasingly important for consumers buying and selling cars online. If we are unable to identify popular AI providers and AI technologies, or if we fail to utilize those technologies or develop our own technologies, our business may be harmed. For example, consumers may increasingly search for cars using chatbots, virtual assistants, or other AI technologies powered by large language models instead of using traditional search engines. If current and future AI technologies do not send referrals to us at the rate of traditional search engines for any reason, the amount of consumers using our platforms could decrease, which could negatively impact on our business and results of operations.
Our business would also be adversely affected if internet search engine providers choose to align with our competitors. Reductions in our own search advertising spend, more aggressive spending by our competitors, or increased costs from internet search engines could cause us to incur higher advertising costs and/or reduce our market visibility to prospective users, which could, in turn, adversely impact our ability to attract a large consumer audience, the amount of traffic to our marketplaces, and the number of leads that we send to our dealers. Our websites have experienced fluctuations in organic and paid search result rankings in the past, and we anticipate fluctuations in the future. Any reduction in the number of consumers directed to our websites through internet search engines would harm our business and operating results.
changes to trade policies, including higher tariff rates and customs duties;
import or export controls;
Maintaining and enhancing our brands will depend largely on the success of our efforts to maintain the trust of consumers and dealers and to deliver value to each consumer and dealer using our marketplaces. Our ability to protect our brands is also impacted by the success of our efforts to optimize our significant brand spend and overcome the intense competition in brand marketing across our industry, including competitors that may imitate our messaging. In addition, we have, in the past, reduced our brand spend, and it is possible that we may in the future decide to reduce such spend depending on macroeconomic conditions. If consumers believe that we are not focused on providing them with a better automobile shopping experience, or if we fail to overcome brand marketing competition and maintain a differentiated value proposition in consumers’ minds, our reputation and the strength of our brands may be adversely affected.
If the CarOffer business and/or our combined offerings do not grow, our revenue and business could be adversely affected.
Our Digital Wholesale segment revenue, which is comprised of wholesale revenue and product revenue, decreased $118.3 million, or 55%, in the year ended December 31, 2024, compared to the year ended December 31, 2023, and represented 11% of total revenue for the year ended December 31, 2024, compared to 24% of total revenue for the year ended December 31, 2023. There can be no assurances that we will be able to increase the revenue attributable to our Digital Wholesale segment or whether such segment will be able to achieve profitable growth in the future. Our ability to grow our Digital Wholesale segment and the revenue associated with it depends on a number of factors, including, but not limited to, our ability to:
expand the number of dealers engaging on the CarOffer platform;
retain existing customers and increase the share of wholesale transactions that they complete on the CarOffer platform;
attract prospective customers who have historically purchased or sold vehicles through physical auctions and may choose not to transact online; and successfully compete with competitors, including other online vehicle auction companies and large, national offline vehicle auction companies that are expanding into the online channel and have launched online auctions in connection with their physical auctions.
Additionally, our ability to grow Instant Max Cash Offer and the revenue associated with it depends on a number of factors, including our ability to effectively scale and market Instant Max Cash Offer; attract consumers to sell their vehicles online through Instant Max Cash Offer; and successfully compete with competitors, including online dealerships. If our anticipated transaction synergies do not fully materialize, or the CarOffer business and/or Instant Max Cash Offer fail to grow at the rate we expect, our revenue and business could be adversely affected.
While we have taken actions intended to improve the operational efficiency at CarOffer and to capitalize on synergies between the CarOffer platform and our other businesses, there are no assurances that we will be able to improve the performance of our CarOffer platform or increase the revenue derived from our Digital Wholesale segment.
Industry conditions such as a significant change in retail vehicle prices or a decline in the used vehicle inventory supply coming to the wholesale market could also adversely impact CarOffer’s business and growth. For example, if retail prices for used vehicles rise relative to retail prices for new vehicles, it could make buying a new vehicle more attractive to consumers than buying a used vehicle, which could result in reduced used vehicle wholesale sales on the CarOffer platform. Used vehicle dealers may also decide to retail more of their vehicles, which could adversely impact the volume of vehicles offered for sale on the CarOffer platform. In addition, the decline in the supply of inventory and increase in the cost of financing have, among other factors, led to an increase in wholesale auction prices and the prices that dealers charge consumers for automobiles. We also face inventory risk in connection with vehicles acquired by CarOffer via arbitration, including the risk of inventory obsolescence, a decline in values, and significant inventory write-downs or write-offs, as well as increased costs associated with the arbitration process. Such inventory risk and costs would be higher if arbitrations increase, which is more likely to occur in connection with declining wholesale market conditions.
Furthermore, activity on the CarOffer platform has in the past fluctuated, and may again in the future fluctuate, from period to period based on macroeconomic conditions and changing demand requirements, which could adversely impact our revenue, results of operations, and financial condition for such period(s). Macroeconomic issues, including increased interest rates and lower consumer confidence, could also adversely impact dealer demand for sourcing inventory and, therefore, lead to a reduction in the number of vehicle wholesale sales on the CarOffer platform and/or transacted via Instant Max Cash Offer, which would adversely impact CarOffer’s business and financial results. Additionally, inventory challenges in the automotive industry have contributed and could continue to contribute to a decrease in the supply of vehicles coming to the wholesale market and reduce the number of vehicles sold on the CarOffer platform and/or transacted via Instant Max Cash Offer. An inability by CarOffer to retain customers and/or increase or find alternative sources of vehicle supply could adversely impact our revenue and business.
We may fail to successfully integrate CarOffer and/or fail to fully realize all of the anticipated benefits of the 2023 CarOffer Transaction, which could harm our business, brands, operating results, and financial condition.
On December 1, 2023, we completed our acquisition of the remaining minority equity interests in CarOffer, or the 2023 CarOffer Transaction. Successful integration of CarOffer’s operations and personnel into our existing operations places an additional burden on management and other internal resources. The integration process could distract our management, disrupt our ongoing business, or result in inconsistencies in our services, standards, controls, procedures, and policies, any of which could adversely affect our ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the 2023 CarOffer Transaction, which could, in turn, harm our business, brands, operating results, and financial condition.
If we are unable to provide a compelling experience to consumers on our marketplaces, the number of connections between consumers and dealers using our marketplaces may decline and our business and financial results would be materially and adversely affected.
Our success depends on our continued innovation to provide products that make our marketplaces, websites, and mobile applications useful for consumers and dealers or that otherwise provide value to consumers and dealers, including, for example, features of vehicle listing, research, search, and transactional offerings. A failure by us to capture the benefits that we expect from these product investments could negatively impact our business and financial results.
We also anticipate that over time our investments in our current products may become less productive and the growth of our revenue will require more focus on developing new products. These new products must be widely adopted by consumers and dealers in order for us to continue to attract consumers to our marketplaces and dealers to our products and services. Accordingly, we must continually invest resources in product, technology, and development to improve the attractiveness of our marketplaces and adapt to new and changing technologies and consumer requirements. Our ability to engage in these activities may decline as a result of macroeconomic factors and any cost-savings initiatives on our business. These product, technology, and development expenses may include costs of hiring additional personnel and retaining our current employees, engaging third-party service providers, and conducting other research and development activities. There can be no assurance that innovations to our products, like Instant Max Cash Offer or Top Dealer Offers, or the development of future products, will increase consumer or dealer engagement, achieve market acceptance, create additional revenue, or become profitable. There can also be no assurance that our future products will meet consumer expectations in light of new technologies offered by others in the marketplace.
We rely, in part, on internet search engines such as Google, Bing, and Yahoo! to drive traffic to our websites. The number of consumers we attract to our marketplaces from search engines is due in part to how and where our websites rank in unpaid search results. These rankings can be affected by a number of factors, many of which are not under our direct control and may change frequently. For example, when a consumer searches for a vehicle in an internet search engine, we rely on a high organic search ranking of our webpages to refer the consumer to our websites. Our competitors’ internet search engine optimization efforts may result in their websites receiving higher search result rankings than ours, or internet search engines could change their methodologies and/or introduce competing products in a way that would adversely affect our search result rankings. If internet search engines modify their methodologies in ways that are detrimental to us, as they have done from time to time, or if our efforts to improve our search engine optimization are unsuccessful or less successful than our competitors’ efforts, our ability to attract a large consumer audience could diminish, traffic to our marketplaces could decline, and the number of leads that we send to our dealers could be adversely impacted. Additionally, competing products from internet search engine providers, such as those that provide dealer and vehicle pricing and other information directly in search results or decreases in consumer use of search engines, for example, as a result of the continued development of AI technology, could also adversely impact traffic to our websites and the number of leads that we are able to send to our dealers. Our business would also be adversely affected if internet search engine providers choose to align with our competitors. Reductions in our own search advertising spend, more aggressive spending by our competitors, or increased costs from internet search engines could cause us to incur higher advertising costs and/or reduce our market visibility to prospective users, which could, in turn, adversely impact our ability to attract a large consumer audience, the amount of traffic to our marketplaces, and the number of leads that we send to our dealers. Our websites have experienced fluctuations in organic and paid search result rankings in the past, and we anticipate fluctuations in the future. Any reduction in the number of consumers directed to our websites through internet search engines would harm our business and operating results.
Maintaining and enhancing our brands will depend largely on the success of our efforts to maintain the trust of consumers and dealers and to deliver value to each consumer and dealer using our marketplaces. Our ability to protect our brands is also impacted by the success of our efforts to optimize our significant brand spend and overcome the intense competition in brand marketing across our industry, including competitors that may imitate our messaging. In addition, we have reduced our brand spend in comparison to our pre-COVID-19 pandemic levels, and it is possible that we may in the future decide to further reduce such spend depending on macroeconomic conditions. If consumers believe that we are not focused on providing them with a better automobile shopping experience, or if we fail to overcome brand marketing competition and maintain a differentiated value proposition in consumers’ minds, our reputation and the strength of our brands may be adversely affected.
Our future revenue is uncertain, including due to potential macroeconomic effects, including financial market volatility and disruption, inflationary concerns, changes in tax laws and regulations, interest and currency exchange rates, uncertain economic conditions in the U.S. and abroad, and additionalthe tariffs, including as a resultimposition of new or increased tariffs by the recent U.S. presidentialor election.foreign governments.
Our revenue decreased to $894.4 million for the year ended December 31, 2024, from $914.2 million for the year ended December 31, 2023, representing a 2% decrease between such periods. Our future revenue is uncertain and could potentially be impacted by macroeconomic issues, including:
declining wholesale vehicle prices;
the imposition of new or increased tariffs by the U.S. or foreign governments;
additional tariffs, including as a result of on the recent U.S. presidential election;
import or export controls;
expand the number of dealers engaging on the CarOffer platform and increase the share of wholesale transactions which they complete on such platform;
attract and retain advertisers placing advertisements in our marketplaces;
attract new consumers to sell their vehicles online through Instant Max Cash Offer;
further improve the quality of our marketplaces and introduce high quality new products; and increase the number of connections between consumers and dealers using our marketplaces and connections to paying dealers.
increase the new product adoption rate with dealers to profitability;
attract and retain advertisers placing advertisements in our marketplaces; and increase the number of connections between consumers and dealers using our marketplaces and connections to paying dealers.
We may be subject to disputes regarding the accuracy of the pricing and valuation products and features of our marketplaces.
We provide consumers and dealers with valuation and pricing products and features, including IMV, Deal Ratings, New Car Price Information, Next Best Deal Rating, Maximize Margin, and PriceVantage. Our valuation models depend on the inventory listed on our websites as well as information regarding automotive sales. If the inventory on our websites declines significantly, if the number of automotive sales declines significantly, or if used car sales prices become volatile, whether as a result of macroeconomic effects or otherwise, our valuation models may not perform as expected. Revisions to or errors in our automated valuation models, or the algorithms that underlie them, may cause these products and features to vary from our expectations regarding the accuracy of these tools. In addition, from time to time, regulators, consumers, dealers, and other industry participants may question or disagree with our valuation underlying these products and features. Any such questions or disagreements could result in distraction from our business or potentially harm our reputation, could result in a decline in consumers’ confidence in, or use of, our marketplaces, and could result in legal disputes.
Across the retail automotive industry, consumer activity tends to be highest in the spring and summer months, aligning with tax refund season and increased discretionary spending, as well as the rollout of new vehicle models. This seasonality in vehicle purchasing behavior can influence dealer advertising budgets and inventory levels, which, in turn, could impact demand for our products and services. These trends may impact the timing and effectiveness of both consumer and dealer marketing initiatives, which could impact the efficiency of our marketing spend.
As our platform and offerings continue to scale, including our growing suite of software and data products for consumers and dealers, and our growth rates moderate or cease, we may become more susceptible to seasonal trends that affect vehicle transactions, consumer engagement, or dealer marketing behavior.
We have been, and may again be, subject to claims and litigation alleging that we, content on our websites, or technology used in our products infringe others’ intellectual property rights, including the trademarks, copyrights, patents, and other intellectual property rights of third parties, including from our competitors or non-practicing entities. We may also learn of possible infringement to our trademarks, copyrights, patents, and other intellectual property. Patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may result in significant settlement costs or payment of substantial damages. We host third-party images on our website and mobile applications and may be subject to third-party claims of those images infringing on intellectual property rights of third parties. Many potential litigants, including patent holding companies, have the ability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, a successful claimant could secure a judgment that requires us to stop offering some features or prevents us from conducting our business as we have historically done or may desire to do in the future. We might also be required to seek a license and pay royalties for the use of such intellectual property, which may not be available on commercially acceptable terms, or at all. Alternatively, we may be required to modify our marketplaces and features, which could require significant effort and expense and may ultimately not be successful.
We currently hold various internet domain names relating to our brands. The regulation of domain names is subject to change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain all domain names that use the names of our brands. In addition, third parties have created and may in the future create copycat or squatter domains to deceive consumers, which could harm our brands, interfere with our ability to register domain names, and result in additional costs.
Management's Discussion & Analysis (MD&A)
New heading “1 Similarweb: Traffic Insights (Cars.com, Autotrader.com, TrueCar.com, CARFAX.com Listings (defined as CARFAX.com Total Visits minus Vehicle History Reports)), Q4 2025, U.S.”
New heading “2 Compared to Autotrader.com, Cars.com, TrueCar.com, and CARFAX.com (Joreca as of December 31, 2025)”
New heading “Discontinued Operations”
New heading “Reportable Segments, Revenue, and Financial Overview”
New heading “Adjusted EBITDA from Continuing Operations”
New heading “Financing Revenue”
New heading “Other Income, net”
New heading “Provision for Income Taxes”
New heading “Year Ended December 31, 2024 Compared to Year Ended December 31, 2023”
New heading “Operating Expenses”
Removed heading “This section of this Annual Report discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The period‑to‑period comparison of financial results is not necessarily indicative of future results.”
Removed heading “CarOffer is a subsidiary of CarGurus and operates as an independent brand.”
Removed heading “Autolist and PistonHeads operate as independent brands.”
Removed heading “Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA Attributable to Redeemable Noncontrolling Interest”
Removed heading “Marketplace Revenue”
Removed heading “Wholesale Revenue”
Removed heading “Product Revenue”
Removed heading “Cost of Revenue”
Removed heading “Marketplace Cost of Revenue”
Removed heading “Cost of Revenue”
Removed heading “Segment Income (Loss) from Operations”
Removed heading “Long‑Lived Assets – Impairment and Useful Lives”
Removed heading “Valuation and Recoverability of Intangible Assets and Goodwill”
Removed heading “Intangible Assets – Valuation and Recoverability”
Removed heading “Goodwill – Valuation and Recoverability”
Largest changes
“1 Similarweb: Traffic Insights (Cars.com, Autotrader.com, TrueCar.com, CARFAX.com Listings (defined as CARFAX.com Total Visits minus Vehicle History Reports)), Q4 2025, U.S.”see in full comparison
“We define Adjusted EBITDA attributable to redeemable noncontrolling interest as net loss attributable to redeemable noncontrolling interest adjusted to exclude: depreciation and amortization, impairments, stock‑based compensation expense, stock-based compensation expense for CarOffer, LLC Units, other expense, net, and provision for income taxes. These exclusions are adjusted for redeemable noncontrolling interest of 38% by taking the noncontrolling interest’s full financial results and multiplying each line item in the reconciliation by 38%. …”see in full comparison
“We evaluate impairment either when required following a triggering event or annually on October 1 by comparing the estimated fair value of each reporting unit to its carrying value. For the fiscal year 2024, we determined that we had three reporting units with goodwill: U.S. Marketplace, CarOffer, and U.K. Marketplace. We elect to bypass the optional qualitative test for impairment and proceed to Step 1, which is a quantitative impairment test. For the U.S. Marketplace and U.K. …”see in full comparison
“Valuation and Recoverability of Intangible Assets and Goodwill”see in full comparison
“Long‑Lived Assets – Impairment and Useful Lives”see in full comparison
“Digital Wholesale segment loss from operations increased $82.9 million in the year ended December 31, 2024, compared to the year ended December 31, 2023, and represented (183)% of Digital Wholesale segment revenue for the year ended December 31, 2024, compared to (45)% of Digital Wholesale segment revenue for the year ended December 31, 2023. The increase was due primarily to a decrease in revenue of $118.2 million, a decrease in cost of revenue of $102.3 million, and an increase in operating expenses of $67.0 million. …”see in full comparison
Full comparison: every changed paragraph (199)
This section of this Annual Report discusses 2025, 2024, and 2023 items and year-to-year comparisons between 2025 and 2024 and between 2024 and 2023. In the third quarter of 2025 we began to wind-down the operations of CarOffer. The wind-down of CarOffer was completed and the business was considered abandoned for accounting purposes as of December 31, 2025. We have presented the financial results of CarOffer as discontinued operations in our consolidated financial statements for all periods presented, except for the consolidated statements of comprehensive income, the consolidated statements of redeemable noncontrolling interest and stockholders’ equity, and the consolidated statements of cash flows. These statements have not been separately reclassified and discontinued operations are included within each for all periods presented. For further information, refer to Note 3 to our consolidated financial statements included elsewhere in this Annual Report. Unless indicated otherwise, the information below relates to our continuing operations and does not include the results of discontinued operations. The discussion of 2024 and 2023 financial condition, results of operations, and year-to-year comparisons within the sections below have been revised to conform with this current period presentation. The period‑to‑period comparison of financial results is not necessarily indicative of future results.
This section of this Annual Report discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The period‑to‑period comparison of financial results is not necessarily indicative of future results.
CarGurus is a multinational automotive platform helping consumers and dealers confidently buy and sell vehicles. Founded in 2006 with a mission to bring more trust and transparency to car shopping, CarGurus is the No. 1 visited automotive shopping site in the U.S.1 with the largest selection of inventory and network of dealers2. CarGurus’ selection, trusted automotive insights, and data-driven products and solutions support each shopper’s journey — from online research and shopping to in-dealership decisions — to empower them at every step. CarGurus provides dealers a personalized, predictive intelligence platform with software solutions that helps them run their businesses more efficiently and profitably at all stages of inventory acquisition and pricing, marketing, and conversion to sale.
CarGurus is a multinational, online automotive platform for buying and selling vehicles that is building upon its industry-leading listings marketplace with both digital retail solutions and the CarOffer online wholesale platform. The CarGurus platform gives consumers the confidence to purchase and/or sell a vehicle either online or in person, and it gives dealerships the power to accurately price, effectively market, instantly acquire, and quickly sell vehicles, all with a nationwide reach. We use proprietary technology, search algorithms, and data analytics to bring trust, transparency, and competitive pricing to the automotive shopping experience.
We have subsidiaries in the U.S., Canada, Ireland, and the U.K. and we operate the following marketplaces:
1 Similarweb: Traffic Insights (Cars.com, Autotrader.com, TrueCar.com, CARFAX.com Listings (defined as CARFAX.com Total Visits minus Vehicle History Reports)), Q4 2025, U.S.
2 Compared to Autotrader.com, Cars.com, TrueCar.com, and CARFAX.com (Joreca as of December 31, 2025)
Discontinued Operations
On August 6, 2025, our Board of Directors determined, after considering all reasonably available options and a broader strategic reassessment, that it is in the best interests of our stockholders to wind down CarOffer, including the CarOffer Transactions Business. Following the broader strategic reassessment, we concluded that the CarOffer Transactions Business has proven less effective in today’s more volatile and unpredictable pricing environment, where dealers require more flexibility and broader automation to streamline fulfillment than the model could provide. Following the wind-down, we will continue to deliver AI-powered inventory intelligence through our insights platform and enable consumer vehicle sourcing at scale through Sell My Car, and will focus on technology and analytics that will enable smarter sourcing and pricing decisions rather than facilitating the transactions themselves.
The wind-down of CarOffer was completed and the business was considered abandoned for accounting purposes as of December 31, 2025. We have presented the financial results of CarOffer as discontinued operations in the consolidated financial statements for all periods presented, except for the consolidated statements of comprehensive income, the consolidated statements of redeemable noncontrolling interest and stockholders’ equity, and the consolidated statements of cash flows. These statements have not been separately reclassified and discontinued operations are included within each for all periods presented.
As a result of the wind-down, we incurred total expenditures of $13.3 million, of which all cash expenditures have been paid.
For further information, refer to Note 3 to our consolidated financial statements included elsewhere in this Annual Report.
Reportable Segments, Revenue, and Financial Overview
Beginning in the fourth quarter of 2025, in connection with the wind-down of CarOffer, our chief executive officer, who acts as the CODM, began to manage our business, make operating decisions, and evaluate operating performance based on consolidated results. Accordingly, the change led to revisions to the nature and substance of information regularly provided to and used by the CODM, and served to align our reported results with our ongoing growth strategy. As a result, beginning in the fourth quarter of 2025 we report our financial results as a single reportable segment. For further segment reporting and geographic information, refer to Note 14 to our consolidated financial statements included elsewhere in this Annual Report.
We derive our revenue from (i) dealer subscription fees, (ii) advertising from auto manufacturers and other brand advertisers, and (iii) partnerships with financing services companies.
CarOffer is a subsidiary of CarGurus and operates as an independent brand.
Autolist and PistonHeads operate as independent brands.
We have subsidiaries in the U.S., Canada, Ireland, and the U.K. and we have two reportable segments, U.S. Marketplace and Digital Wholesale. See Note 14 to our consolidated financial statements included elsewhere in this Annual Report for further segment reporting and geographic information.
We derive our revenue from marketplace revenue, wholesale revenue, and product revenue. Marketplace revenue is included in the U.S. Marketplace segment and Other category of segment reporting. Wholesale revenue and product revenue are primarily included in the Digital Wholesale segment. We generate marketplace revenue from (i) dealer subscriptions to our Listings packages and RPM, our digital advertising suite, Digital Retail, and Top Dealer Offers, (ii) advertising revenue from auto manufacturers and other auto‑related brand advertisers, and (iii) revenue from partnerships with financing services companies. We generate wholesale revenue primarily from (x) transaction fees earned from Dealer-to-Dealer transactions, (y) transaction fees earned from the sale of vehicles to dealers that we acquire at other marketplaces, and (z) transaction fees earned from performing inspection and transportation services, inclusive of Dealer-to-Dealer transactions, other marketplace-to-dealer transactions, and Instant Max Cash Offer transactions (as defined below). We generate product revenue primarily from (A) aggregate proceeds received from the sale of vehicles to dealers that were acquired directly from customers, or Instant Max Cash Offer transactions, and (B) proceeds received from the sale of vehicles that were acquired through arbitration.
For the year ended December 31, 2024,2025, we generated revenue of $894.4$907.0 million, a 2%14% decreaseincrease from $914.2$798.0 million of revenue for the year ended December 31, 2023.2024.
For the year ended December 31, 2024,2025, we generated consolidated net income from continuing operations of $21.0$196.7 million and Consolidated Adjusted EBITDA,EBITDA from continuing operations, a non-GAAP financial measure, of $247.2$319.0 million, compared to consolidated net income from continuing operations of $22.1$128.7 million and Consolidated Adjusted EBITDA from continuing operations of $195.8$255.6 million for the year ended December 31, 2023.2024.
See below for more information regarding our use and reconciliation of Consolidated Adjusted EBITDA from continuing operations and other non-GAAP financial measures.
We regularly review a number of metrics, including the key metrics listed below, to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make operating and strategic decisions. We believe it is important to evaluate these metrics, as applicable, for the U.S. and International geographic regions. The International region derives revenue from marketplace revenue from customers outside of the U.S. International markets perform differently from the U.S. market due to a variety of factors, including our operating history in each market, our rate of investment, market size, market maturity, competition, and other dynamics unique to each country.
Historically, we have used data from Google Universal Analytics, or Google Analytics, to measure two of our key business metrics: monthly unique users and monthly sessions. Effective July 1, 2024, Google Analytics 4, or GA4, replaced Google Analytics. The methodologies used in GA4 are different and not comparable to the methodologies used in Google Analytics. As discussed below, we also make certain adjustments to the GA4 data in order to improve the accuracy of the reported monthly unique users and monthly sessions. Due to the change in methodology, we are unable to provide comparable monthly unique user and monthly session information for prior periods, including any periods prior to June 30, 2024.
For each of our websites (excluding the CarOffer website),websites, we define a monthly unique user as an individual who has visited any such website and taken a Visitor Action (as defined below) within a calendar month, based on data as measured by GA4. We calculate average monthly unique users as the sum of the monthly unique users of each of our websites in a defined period, divided by the number of months in that period. Effective July 1, 2024, we count a unique user the first time a computer or mobile device with a unique device identifier accesses any of our websites or application during a calendar month and takes an action on such website or in such application, such as performing a search, visiting vehicle detail pages, and connecting with a dealer, which we refer to as a Visitor Action. If an individual accesses a website or application using a different device within a given month, the first Visitor Action taken by each such device is counted as a separate unique user. If an individual uses multiple browsers on a single device and/or clears their cookies and returns to our website or application and takes a Visitor Action within a calendar month, each such Visitor Action is counted as a separate unique user. We eliminate any duplicate unique users that may arise when users visit a webview within our native application. We view our average monthly unique users as a key indicator of the quality of our user experience, the effectiveness of our advertising and traffic acquisition, and the strength of our brand awareness. Measuring unique users is important to us and we believe it provides useful information to our investors because our marketplace revenue depends, in part, on our ability to provide dealers with connections to our users and exposure to our marketplace audience. We define connections as interactions between consumers and dealers on our marketplace through phone calls, email, managed text and chat, and clicks to access the dealer’s website or map directions to the dealership.
We are subject to evolving privacy laws governing cookies and tracking technologies. Privacy regulations that require user consent for tracking technologies, such as cookies, may limit our ability to collect certain data, which could result in an undercount of actual average monthly unique users. Conversely, interactions with our websites generated by bots and other automated mechanisms may inflate GA4 data, which could lead to an overcount of average monthly unique users.
We view our average monthly unique users as a key indicator of the quality of our user experience, the effectiveness of our advertising and traffic acquisition, and the strength of our brand awareness. Measuring unique users is important to us and we believe it provides useful information to our investors because our revenue depends, in part, on our ability to provide dealers with connections to our users and exposure to our audience. We define connections as interactions between consumers and dealers on our marketplace through phone calls, email, managed text and chat, and clicks to access the dealer’s website or map directions to the dealership.
As a result of the change from Google Analytics to GA4, we are unable to provide comparable average monthly unique user information for this period.
We define monthly sessions as the number of distinct visits to our websites (excluding the CarOffer website) that include a Visitor Action that take place each month within a given time frame, as measured and defined by GA4. We calculate average monthly sessions as the sum of the monthly sessions in a defined period, divided by the number of months in that period. Effective July 1, 2024, a session is defined as beginning with the first Visitor Action from a computer or mobile device and ending at the earliest of when a user closes their browser window or after 30 minutes of inactivity. We eliminate any duplicate monthly sessions that may arise when users visit a webview within our native application. We believe that measuring the volume of sessions in a time period, when considered in conjunction with the number of unique users in that time period, is an important indicator to us of consumer satisfaction and engagement with our marketplace, and we believe it provides useful information to our investors because the more satisfied and engaged consumers we have, the more valuable our service is to dealers.
We are subject to evolving privacy laws governing cookies and tracking technologies. Privacy regulations that require user consent for tracking technologies, such as cookies, may limit our ability to collect certain data, which could result in an undercount of actual average monthly sessions. Conversely, interactions with our websites generated by bots and other automated mechanisms may inflate GA4 data, which could lead to an overcount of average monthly sessions.
We believe that measuring the volume of sessions in a time period, when considered in conjunction with the number of unique users in that time period, is an important indicator to us of consumer satisfaction and engagement with our marketplace, and we believe it provides useful information to our investors because the more satisfied and engaged consumers we have, the more valuable our service is to dealers.
As a result of the change from Google Analytics to GA4, we are unable to provide comparable average monthly sessions information for this period.
We define a paying dealer as a dealer account with an active, paid subscription at the end of a defined period.
We define a paying dealer as a dealer account with an active, paid marketplace subscription at the end of a defined period. The number of paying dealers we have is important to us and we believe it provides valuable information to investors because it is indicative of the value proposition of our marketplace products, as well as our sales and marketing success and opportunity, including our ability to retain paying dealers and develop new dealer relationships.
Transactions
We define Transactions within the Digital Wholesale segment as the number of vehicles processed from car dealers, consumers, and other marketplaces through the CarOffer website within the defined period. Transactions consists of each unique vehicle (based on vehicle identification number) that reaches “sold and invoiced” status on the CarOffer website within the defined period, including vehicles sold to car dealers, vehicles sold at third-party auctions, vehicles ultimately sold to a different buyer, and vehicles that are returned to their owners without completion of a sale transaction. We exclude vehicles processed within CarOffer’s intra-group trading solution (Group Trade) from the definition of Transactions, and we only count any unique vehicle once even if it reaches sold status multiple times. The Digital Wholesale segment includes Dealer-to-Dealer transactions and Instant Max Cash Offer transactions. We view Transactions as a key business metric and we believe it provides useful information to investors because it provides insight into growth and revenue for the Digital Wholesale segment. Transactions drive a significant portion of Digital Wholesale segment revenue.
We believe growth in Transactions demonstrates consumer and dealer utilization and our market share penetration in the Digital Wholesale segment.
We define QARSD, which is measured at the end of a fiscal quarter, as the marketplace revenue primarily from subscriptions to our Listings packages and RPM, our digital advertising suite, and other digital add-onsubscription products during that trailing quarter divided by the average number of paying dealers in that marketplace during the quarter. We calculate the average number of paying dealers for a period by adding the number of paying dealers at the end of such period and the end of the prior period and dividing by two. This information is important to us, and we believe it provides useful information to investors, because we believe that our ability to grow QARSD is an indicator of the value proposition of our products and the ROI that our paying dealers realize from our products. In addition, increases in QARSD, which we believe reflect the value of exposure to our engaged audience in relation to subscription cost, are driven in part by our ability to grow the volume of connections to our users and the quality of those connections, which result in increased opportunity to upsell package levels and cross-sell additional products to our paying dealers.
This information is important to us, and we believe it provides useful information to investors, because we believe that our ability to grow QARSD is an indicator of the value proposition of our products and the ROI that our paying dealers realize from our products. In addition, increases in QARSD, which we believe reflect the value of exposure to our engaged audience in relation to subscription cost, are driven in part by our ability to grow the volume of connections to our users and the quality of those connections, which result in increased opportunity to upsell package levels and cross-sell additional products to our paying dealers.
Adjusted EBITDA from Continuing Operations
Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA Attributable to Redeemable Noncontrolling Interest
To provide investors with additional information regarding our financial results, we have presented within this Annual Report Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA attributablefrom tocontinuing redeemable noncontrolling interest, each ofoperations, which is a non-GAAPnon‑GAAP financial measure. TheseThis non-GAAPnon‑GAAP financial measuresmeasure areis not based on any standardized methodology prescribed by GAAP, and areis not necessarily comparable to any similarly titled measures presented by other companies.
We define Consolidated Adjusted EBITDA from continuing operations as consolidated net income from continuing operations adjusted to exclude: depreciation and amortization, impairments, stock‑based compensation expense, stock-based compensation expense for CarOffer, LLC Units (as defined below), transaction-related expenses, impairments, other income, net, and provision for income taxes.
We define Adjusted EBITDA as Consolidated Adjusted EBITDA adjusted to exclude: Adjusted EBITDA attributable to redeemable noncontrolling interest.
We define Adjusted EBITDA attributable to redeemable noncontrolling interest as net loss attributable to redeemable noncontrolling interest adjusted to exclude: depreciation and amortization, impairments, stock‑based compensation expense, stock-based compensation expense for CarOffer, LLC Units, other expense, net, and provision for income taxes. These exclusions are adjusted for redeemable noncontrolling interest of 38% by taking the noncontrolling interest’s full financial results and multiplying each line item in the reconciliation by 38%. We note that we use 38%, versus 49%, to allocate the share of loss because it represents the portion attributable to the redeemable noncontrolling interest. The 38% is exclusive of CO Incentive Units, Subject Units, and 2021 Incentive Units (as each term is defined in Note 2 to our consolidated financial statements included elsewhere in this Annual Report), which are liability-classified awards that do not participate in the share of loss. Adjusted EBITDA attributable to redeemable noncontrolling interest is reflective of our acquisition of the remaining minority equity interests in CarOffer completed on December 1, 2023, or the 2023 CarOffer Transaction. Following the 2023 CarOffer Transaction, there was no redeemable noncontrolling interest as of December 1, 2023, and as a result, Consolidated Adjusted EBITDA is equivalent to Adjusted EBITDA for the year ended December 31, 2024.
We use Consolidated Adjusted EBITDA andfrom Adjustedcontinuing EBITDAoperations within this Annual Report because theyit areis a key measuresmeasure used by our management and Board of Directors to understand and evaluate our operating performance, generate future operating plans, and make strategic decisions regarding the allocation of capital. We believe Consolidated Adjusted EBITDA andfrom Adjustedcontinuing EBITDAoperations helphelps identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude. Accordingly, we believe that Consolidated Adjusted EBITDA andfrom Adjustedcontinuing EBITDAoperations provideprovides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision ‑making. We use Adjusted EBITDA attributable to redeemable noncontrolling interest because it is used by our management to reconcile Consolidated Adjusted EBITDA to Adjusted EBITDA. It represents the portion of Consolidated Adjusted EBITDA that is attributable to our redeemable noncontrolling interest and enables an investor to gain a clearer understanding of the portion of Consolidated Adjusted EBITDA that is attributable to our redeemable noncontrolling interest. Adjusted EBITDA attributable to redeemable noncontrolling interest is not intended to be reviewed on its own.
Our Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA attributablefrom tocontinuing redeemableoperations noncontrolling interest areis not prepared in accordance with GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations related to the use of Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA attributablefrom tocontinuing redeemable noncontrolling interestoperations rather than consolidated net income andfrom netcontinuing loss attributable to redeemable noncontrolling interest, respectively,operations, which areis the most directly comparable GAAP equivalents.equivalent. Some of these limitations are that Adjusted EBITDA from continuing operations excludes:
Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA attributable to redeemable noncontrolling interest exclude depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future;
Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA attributable to redeemable noncontrolling interest exclude impairments, which include non-cash one-time expenses associated with the impairment of the CarOffer reporting unit as well as impairments of certain other assets, which may have to be replaced in the future;
Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA attributable to redeemable noncontrolling interest exclude stock-based compensation expense, which will be, for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;
Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA attributable to redeemable noncontrolling interest exclude stock-based compensation expense for CarOffer, LLC Units, which consists of one-time modifications and expense associated with our CO Incentive Units, Subject Units, and Noncontrolling Interest Units (as defined in Note 2 to our consolidated financial statements included elsewhere in this Annual Report);
Consolidated Adjusted EBITDA and Adjusted EBITDA exclude transaction-related expenses incurred by us during a reporting period, which are inclusive of certain transaction and integration costs associated with theour 2023 acquisition of the remaining minority equity interests in CarOffer Transaction and which may not be reflective of our operational performance during such period, for acquisitions that have been completed as of the filing date of our annual or quarterly report (as applicable) relating to such period;
impairments, which include non-cash one-time expenses associated with the impairments of certain other assets, which may have to be replaced in the future;
Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA attributable to redeemable noncontrolling interest exclude other income, net, which consists primarily of interest income earned on our cash, cash equivalents, and short-term investments, and foreign exchange gains and losses; and the provision for income taxes.
In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA from continuing operations differently, which reduces its usefulness as a comparative measure.
Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA attributable to redeemable noncontrolling interest exclude the provision for income taxes;
Adjusted EBITDA excludes Adjusted EBITDA attributable to redeemable noncontrolling interest, which is calculated as the net loss attributable to redeemable noncontrolling interest, adjusted for all exclusions used to calculate Consolidated Adjusted EBITDA as described above; and other companies, including companies in our industry, may calculate Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA attributable to redeemable noncontrolling interest differently, which reduces their usefulness as a comparative measure.
Because of these limitations, we consider, and you should consider, Consolidated Adjusted EBITDA, Adjusted EBITDA, and Adjusted EBITDA attributablefrom tocontinuing redeemable noncontrolling interestoperations together with other operating and financial performance measures presented in accordance with GAAP.
For the years ended December 31, 20242025, 2024, and 2023, the following table presents a reconciliation of Consolidated Adjusted EBITDA andfrom Adjustedcontinuing EBITDAoperations to consolidated net income,income from continuing operations, the most directly comparable measure calculated in accordance with GAAPGAAP, for each of the periods presented.
For the years ended December 31, 2024 and 2023, the following table presents a reconciliation of Adjusted EBITDA attributable to redeemable noncontrolling interest to net loss attributable to redeemable noncontrolling interest, the most directly comparable measure calculated in accordance with GAAP, for each of the periods presented.
What changed in the latest 10-Q
Risk Factors
Careful consideration should be given to the factors discussed in Part I, Item 1A, “Risk Factors,” in our Annual Report, which could materially affect our business, financial condition, or future results, in addition to the information set forth in this Quarterly Report.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
New heading “Revenue and Financial Overview”
New heading “Other Income, net”
New heading “Provision for Income Taxes”
New heading “For the six months ended June 30, 2026 and 2025”
New heading “Operating Expenses”
Removed heading “Cost of Revenue”
Removed heading “Cost of Revenue”
Largest changes
Net cash provided by operating activities ofsee in full comparison$67.9$141.0 million during thethreesix months endedMarchJune31,30, 2025, was due primarily to consolidated net income of$39.0$61.4 million, adjusted for$12.9$32.6 million of impairments related to the prior year impairment of the CarOffer reporting unit, $25.9 million of stock-based compensationexpense,expense$6.6for equity awards to employees, $13.3 million of deferred taxes, $13.2 million of depreciation and amortization expense, and$3.8$7.8 million of amortization of deferred contract costs. Net cash provided by operating activities was alsoattributable in part to a $4.6 million increase in lease obligations primarilydue tointerestanaccretion, right-of-use asset amortization, and tenant improvement allowance reimbursement, offset in part by rent payments. Net cash provided by operating activities was also due in part to a $6.8$8.9 million decrease in prepaid expenses, prepaid income taxes, and other currentassets andassets, a$4.1$6.7 million increase in accountspayablepayable,due to increased marketing spend asand aresult$6.0ofmillionseasonality,increaseasinwellleaseasobligations,the timing of payments. Net cash provided by operating activitiesand was offset in part by a$5.6 million decrease in accrued expenses, accrued income taxes, and other current liabilities due primarily to a decrease in accrued bonuses following the payout of the fiscal year 2024 bonuses during the quarter, and a $4.7$9.4 million increase in deferred contractcosts primarily due to commission capitalization.costs.
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2 Compared to Autotrader.com, Cars.com, TrueCar.com, and CARFAX.com (Joreca as of MarchJune 31,30, 2026)
The wind-down of CarOffer was completed and the business was considered abandoned for accounting purposes as of December 31, 2025. We have presented the financial results of CarOffer as discontinued operations in the Unaudited Condensed Consolidated Financial Statements. No assets or liabilities were classified as discontinued operations as of MarchJune 31,30, 2026 or December 31, 2025. No results of operations were classified as discontinued operations for the three and six months ended MarchJune 31,30, 2026. The Unaudited Condensed Consolidated Income Statement for the three and six months ended MarchJune 31,30, 2025, was derived from the Unaudited Condensed Consolidated Income Statement of CarGurus, Inc. as of that date, adjusted for the reclassification of discontinued operations. The Unaudited Condensed Consolidated Statement of Comprehensive Income, Unaudited Condensed Consolidated Statement of Stockholders’ Equity, and the Unaudited Condensed Consolidated Statement of Cash Flows as of MarchJune 31,30, 2025, related to discontinued operations have not been separately reclassified and are included within each for the period referenced.
Reportable Segments, Revenue, and Financial OverviewSegments
Revenue and Financial Overview
We derive our revenue primarily from (i) dealer subscription fees, (ii) advertising from auto manufacturers and other brand advertisers, and (iii) partnerships with financing services companies.
For the three months ended March 31, 2026, we generated revenue of $243.6 million, a 15% increase from $212.2 million of revenue for the three months ended March 31, 2025.
For the three months ended MarchJune 31,30, 2026, we generated revenue of $251.0 million, a 13% increase from $222.0 million of revenue for the three months ended June 30, 2025. For the three months ended June 30, 2026, we generated net income from continuing operations of $32.2$49.2 million and Adjusted EBITDA from continuing operations, a non-GAAP financial measure, of $80.2$84.7 million, compared to net income from continuing operations of $42.1$49.0 million and Adjustedadjusted EBITDA from continuing operations of $68.7$79.4 million for the three months ended MarchJune 31,30, 2025.
For the six months ended June 30, 2026, we generated revenue of $494.5 million, a 14% increase from $434.2 million of revenue for the six months ended June 30, 2025. For the six months ended June 30, 2026, we generated net income from continuing operations of $81.4 million and Adjusted EBITDA from continuing operations, a non-GAAP financial measure, of $165.0 million, compared to net income from continuing operations of $91.1 million and Adjusted EBITDA from continuing operations of $148.1 million for the six months ended June 30, 2025.
other income, net, which consists primarily of interest income earned on our cash,cash and cash equivalents, and foreign exchange gains and losses; and the provision for income taxes.
For the three months ended MarchJune 31,30, 2026 and 2025 and for the six months ended June 30, 2026 and 2025, the following table presents a reconciliation of Adjusted EBITDA from continuing operations to net income from continuing operations, the most directly comparable measure calculated in accordance with GAAP, for each of the periods presented.
We derive our revenue primarily from (i) dealer subscription fees, (ii) advertising from auto manufacturers and other brand advertisers, and (iii) partnerships with financing services companies.
Cost of Revenue
General and administrative expense consists primarily of personnel and related expenses for our executive, finance, legal, people and talent, and administrative teams, including salaries, benefits, incentive compensation, and stock-based compensation; expenses associated with professional fees for audit, tax, external legal, and consulting services; payment processing and billing expenses; insurance expenses; software subscription expenses; and allocated overhead expenses. General and administrative expense is expensed as incurred. We expect general and administrative expense to increase from quarter to quarter as we continue to scale our business.
During the three months ended March 31, 2026, we identified a triggering event requiring an impairment test for the 121 First Street lease ,lease, which we intend to sublease, primarily due to lower anticipated rental rates. We performed an updated fair value analysis of the lease,lease and subsequently recognized non-cash impairment charges. For the six months ended June 30, 2026, we recognized non-cash impairment charges of $14.7 million related to operating lease right-of-use asset and $4.5 million related to leasehold improvements and furniture and fixtures, which were recognized within impairment operating expenses in the Unaudited Condensed Consolidated Income Statements. For the three months ended June 30, 2026, no impairment charges related to the 121 First Street lease were recognized. For further discussion of the lease impairment, refer to Note 9 of the Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.
Other income, net consists primarily of interest income earned on our cash and cash equivalents,equivalents as well asand foreign exchange gains and losses.
The provision for income taxes consists of federal and state income taxes in the U.S. and taxes in foreign jurisdictions in which we operate. For the three months ended MarchJune 31,30, 2026 and 2025 and for the six months ended June 30, 2026 and 2025, a provision for income taxes was recognized as a result of the consolidated taxable income position.
For the three months ended MarchJune 31,30, 2026 and 2025 and for the six months ended June 30, 2026 and 2025, the Unaudited Condensed Consolidated Income Statements were as follows:
For the three months ended MarchJune 31,30, 2026 and 2025 and for the six months ended June 30, 2026 and 2025, the Unaudited Condensed Consolidated Income Statements as a percentage of total revenue were as follows (amounts in the table below may not sum due to rounding):
For the three months ended MarchJune 31,30, 2026 and 2025
Revenue increased $31.3$29.0 million, or 15%,13%, in the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The increase was due primarily to an increase in dealer subscription revenue as a result of growth in QARSD, which was driven by signing on new dealers at market rates, and revenue expansion driven by subscription tier upgrades, broader adoption of add-on products, subscription tier upgrades, and like-for-like price increases for existing dealers.
Cost of Revenue
Cost of revenue increased $4.6$4.2 million, or 32%,27%, in the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, and represented 8% of total revenue for the three months ended MarchJune 31,30, 2026, compared to 7% of total revenue for the three months ended MarchJune 31,30, 2025. The increase was due primarily to a $1.5$2.2 million increase in amortization primarily due to new capitalized website development projects, and a $1.3$1.2 million increase in data center and hosting costs duedriven toprimarily higherby overalldealer usage,subscription andrevenue a $0.7 million increase in spend related to provisioning advertising campaigns on external websites.growth.
Sales and marketing expense increased $13.8$15.0 million, or 17%,18%, in the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The increase was due primarily to a $7.3$10.2 million increase in advertisingmarketing and marketingadvertising expense for our performance marketing vendors and brand awareness campaigns,campaigns and a $3.1$4.0 million increase in personnelemployee-related expenses due primarily to an increase in headcount and merit increases, a $1.1 million increase in software and consulting expense, and a $1.0 million increase in commissions expense due to revenue growth.increases.
Product, technology, and development expense increased $2.6$4.4 million, or 8%,13%, in the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The increase was due primarily to a $1.6$2.1 million increase in consultingemployee-related expenseexpenses due primarily to headcount and merit increases, a $1.5$1.2 million increase in personnelprofessional expensesservices dueexpense toprimarily andriven by contractor and consulting expense, and a $1.2 million increase in headcountsoftware and merit increases.expense.
General and administrative expense increased $1.7$2.9 million, or 7%,12%, in the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. The increase was due primarily to a $1.3$2.4 million increase in professional serviceemployee-related expenses due primarily drivento by legalheadcount and consultingmerit expenses,increases aand $0.7new million increase in stock basedstock-based compensation expense due to new grantsgrants, partially offset by completed vesting of existing awards and forfeitures from employee departures, and a $1.1 million increase in general expenses. The increase was offset in part by a $1.5 million decrease in indirect tax expense.departures.
Impairment expense remained relatively flat in the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Depreciation and Amortization Expense
Depreciation and amortization expense remained relatively flat in the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
Other Income, net
Total other income, net decreased $2.1 million, or 80%, in the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The $1.2 million decrease in interest income was due primarily to lower average cash balances.
Provision for Income Taxes
Provision for income taxes remained relatively flat in the three months ended June 30, 2026, compared to the three months ended June 30, 2025.
For the six months ended June 30, 2026 and 2025
Revenue increased $60.3 million, or 14%, in the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was due primarily to an increase in dealer subscription revenue as a result of growth in QARSD, which was driven by signing on new dealers at market rates, and revenue expansion driven by broader adoption of add-on products, subscription tier upgrades, and like-for-like price increases for existing dealers.
Cost of revenue increased $8.8 million, or 29%, in the six months ended June 30, 2026, compared to the six months ended June 30, 2025, and represented 8% of total revenue for the six months ended June 30, 2026, compared to 7% of total revenue for the six months ended June 30, 2025. The increase was due primarily to a $3.7 million increase in amortization due primarily to new capitalized website development projects, a $2.5 million increase in data center and hosting costs driven primarily by dealer subscription revenue growth, and a $1.3 million increase in spend related to provisioning advertising campaigns on external websites.
Operating Expenses
Sales and Marketing Expense
Sales and marketing expense increased $28.9 million, or 17%, in the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was due primarily to a $17.7 million increase in advertising and marketing expense for our performance marketing vendors and brand awareness campaigns and an $8.6 million increase in employee-related expenses due primarily to headcount and merit increases.
Product, Technology, and Development Expense
Product, technology, and development expense increased $7.1 million, or 10%, in the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was due primarily to a $3.7 million increase in employee-related expenses due primarily to headcount and merit increases, a $2.8 million increase in professional services expense primarily driven by contractor and consulting expense, and a $1.5 million increase in software expense.
General and Administrative Expense
General and administrative expense increased $4.6 million, or 9%, in the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was due primarily to a $3.0 million increase in employee-related expenses due to headcount and merit increases and an increase in new stock-based compensation grants, partially offset by completed vesting of existing awards and forfeitures from employee departures. The increase was also due in part to a $1.9 million increase in professional services expense.
Impairment Expense
Impairment expense increased $19.2 million in the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025. The increase was due primarily to the impairment of the 121 First Street lease during the threesix months ended MarchJune 31,30, 2026. For further discussion of the lease impairment, refer to Note 9 of the Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.
Depreciation and amortization expense remained relatively flat in the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025.
Not meaningful.
Total other income, net decreased $1.7$3.8 million, or 62%,71%, in the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025. The $1.4$2.6 million decrease in interest income was due primarily to lower average cash balances and lower interest rates year over year.balances.
Provision for income taxes changeddecreased $2.5$2.3 million in the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025. The decrease was due primarily to decreasedincreased profitabilitypermanent resultingbenefits fromand theadditional recordingtax ofcredits the lease impairment expense.expected.
As of MarchJune 31,30, 2026 and December 31, 2025, our principal sources of liquidity were cash and cash equivalents of $72.0$122.1 million and $190.5 million, respectively. As of MarchJune 31,30, 2026 and December 31, 2025, our borrowing capacity under the 2022 Revolver (as defined below) was $390.6 million.
The cash flows related to discontinued operations for the threesix months ended MarchJune 31,30, 2025, have not been separated. Accordingly, the Unaudited Condensed Consolidated Statements of Cash Flows for the threesix months ended MarchJune 31,30, 2025, and the following discussions include the results of continuing and discontinued operations. For additional information on discontinued operations, including significant non-cash items and capital expenditures of discontinued operations, refer to Note 3 of the Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report.
During the threesix months ended MarchJune 31,30, 2026 and 2025, our cash flows from operating, investing, and financing activities, as reflected in the Unaudited Condensed Consolidated Statements of Cash Flows, were as follows:
Our operations have been financed primarily from operating activities. During the threesix months ended MarchJune 31,30, 2026 and 2025, we generated cash from operating activities of $69.8$164.4 million and $67.9$141.0 million, respectively.
On September 26, 2022, we entered into a Credit Agreement with PNC Bank, National Association, as administrative agent and collateral agent and an L/C Issuer (as defined in the Credit Agreement), and the other lenders, L/C Issuers, and parties thereto from time to time, or the Credit Agreement. The Credit Agreement consists of a revolving credit facility, or the 2022 Revolver, which allows us to borrow up to $400.0 million, $50.0 million of which may be comprised of a letter of credit sub-facility, or 2022 Revolver Sub-facility. The borrowing capacity under the Credit Agreement may be increased in accordance with the terms and subject to the adjustments as set forth in the Credit Agreement. Specifically, the borrowing capacity may be increased by an amount up to the greater of $250.0 million or 100% of Four Quarter Consolidated EBITDA (as defined in the Credit Agreement) if certain criteria are met and subject to certain restrictions. Any such increase requires lender approval. Proceeds of any borrowings may be used for general corporate purposes. The 2022 Revolver is scheduled to mature on September 26, 2027. As of March 31, 2026 and December 31, 2025, there were no borrowings and $9.4 million in letters of credit outstanding under the 2022 Revolver Sub-facility associated with our leases, which reduced the borrowing capacity under the 2022 Revolver to $390.6 million.
On August 6, 2026, we amended the Credit Agreement to, among other things, (i) reduce our aggregate revolving commitment under the Credit Agreement from $400.0 million to $200.0 million, or the Amended Revolver, and (ii) extend the maturity date of the Amended Revolver from September 26, 2027 to August 6, 2031. Refer to Note 14 of the Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for more information.
As of June 30, 2026 and December 31, 2025, there were no borrowings and $9.4 million in letters of credit outstanding under the 2022 Revolver Sub-facility associated with our leases, which reduced the borrowing capacity under the 2022 Revolver to $390.6 million.
We believe that our existing sources of liquidity, including access to the 2022Amended Revolver, will be sufficient to fund our operations for at least the next 12 months from the date of the filing of this Quarterly Report. Our future capital requirements will depend on many factors, including our revenue; expenses associated with our sales and marketing activities and the support of our product, technology, and development efforts; activity under the 2026 Share Repurchase Program (as defined below); and our investments in international markets. Cash from operations could also be affected by various risks and uncertainties, including but not limited to macroeconomic effects and other risks detailed more specifically in the “Risk Factors” section in Part I, Item 1A in our Annual Report.
In February 2026 we announced that our Board of Directors authorized a program pursuant to which we may purchase up to $250.0 million of our Class A common stock, or the 2026 Share Repurchase Program. Share repurchases under the 2026 Share Repurchase Program may be made through a variety of methods, including but not limited to open market purchases, privately negotiated transactions, and transactions that may be effected pursuant to one or more plans under Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The 2026 Share Repurchase Program does not obligate us to repurchase any minimum dollar amount or number of shares. The 2026 Share Repurchase Program has an expiration date of December 31, 2026, and prior to its expiration may be modified, suspended, or discontinued by our Board of Directors at any time without prior notice. All repurchased shares under the 2026 Share Repurchase Program will be retired. We have funded share repurchases and expect to continue to fund share repurchases under the 2026 Share Repurchase Program through cash on hand and cash generated from operations. During the three months ended March 31, 2026, we repurchased and retired 5,341,712 shares of our Class A common stock for $175.0 million, exclusive of commissions and excise tax, at an average cost of $32.76 per share, under the 2026 Share Repurchase Program. As of March 31, 2026, we had remaining authorization to purchase up to $75.0 million of our Class A common stock under the 2026 Share Repurchase Program.
During the three months ended June 30, 2026, we repurchased and retired 946,971 shares of our Class A common stock for $29.2 million, exclusive of commissions and excise tax, at an average cost of $30.88 per share, under the 2026 Share Repurchase Program. During the six months ended June 30, 2026, we repurchased and retired 6,288,683 shares of our Class A common stock for $204.2 million, exclusive of commissions and excise tax, at an average cost of $32.48 per share, under the 2026 Share Repurchase Program. As of June 30, 2026, we had remaining authorization to purchase up to $45.8 million of our Class A common stock under the 2026 Share Repurchase Program.
In November 2024 we announced that our Board of Directors authorized a share repurchase program, or the Original 2025 Share Repurchase Program, pursuant to which we could purchase up to $200.0 million of our Class A common stock. In August 2025 we announced that our Board of Directors amended the Original 2025 Share Repurchase Program to increase the authorization by an additional $150.0 million, for a total authorization to purchase up to $350.0 million of our Class A common stock, and extended the expiration of the Original 2025 Share Repurchase Program from December 31, 2025 to July 31, 2026, or as amended, the 2025 Share Repurchase Program. The 2025 Share Repurchase Program was completed in November 2025. All repurchased shares under the 2025 Share Repurchase Program were retired. During the three months ended March 31, 2025, we repurchased and retired 5,919,435 shares of our Class A common stock for $184.2 million, exclusive of commissions and excise tax, at an average cost of $31.12 per share under the 2025 Share Repurchase Program.
During the three months ended June 30, 2025, we repurchased and retired 11,004 shares of our Class A common stock for $0.3 million, exclusive of commissions and excise tax, at an average cost of $29.89 per share under the Original 2025 Share Repurchase Program. During the six months ended June 30, 2025, we repurchased and retired 5,930,439 shares of our Class A common stock for $184.5 million, exclusive of commissions and excise tax, at an average cost of $31.12 per share under the Original 2025 Share Repurchase Program.
CARG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 17 filings (8 insiders, 13 trade dates, 102,703 shares, about $3.6M; 16 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -102,703 (purchases minus sales); net value about -$3.6M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-02 | Sarnoff Dafna |
Grant/award | 5,911 | — | — |
| 2026-10-02 | Quinn Matthew Todd |
Grant/award | 5,911 | — | — |
| 2026-10-02 | Sarnoff Dafna |
Open-market sale |
7,234 | $29.62 | $214.3K |
| 2026-10-02 | Quinn Matthew Todd |
Open-market sale |
3,824 | $29.62 | $113.3K |
| 2026-10-02 | Elshareef Ismail |
Open-market sale |
2,673 | $29.62 | $79.2K |
| 2026-10-01 | Sarnoff Dafna |
Shares withheld for tax |
7,550 | $29.73 | $224.5K |
| 2026-10-01 | Quinn Matthew Todd |
Shares withheld for tax |
9,129 | $29.73 | $271.4K |
| 2026-10-01 | Elshareef Ismail |
Shares withheld for tax |
3,131 | $29.73 | $93.1K |
| 2026-10-01 | Zamora Javier |
Shares withheld for tax | 4,289 | $29.73 | $127.5K |
| 2026-10-01 | Zales Samuel |
Shares withheld for tax | 15,614 | $29.73 | $464.2K |
| 2026-10-01 | Trevisan Jason |
Shares withheld for tax | 21,509 | $29.73 | $639.5K |
| 2026-10-01 | Steinert Langley |
Shares withheld for tax | 12,653 | $29.73 | $376.2K |
| 2026-10-01 | Hanson Jennifer Ladd |
Shares withheld for tax | 1,434 | $29.73 | $42.6K |
| 2026-09-30 | Hanson Jennifer Ladd |
Shares withheld for tax | 1,144 | $31.16 | $35.6K |
| 2026-09-15 | Zales Samuel |
Open-market sale |
10,000 | $34.62 | $346.2K |
| 2026-08-28 | Zales Samuel |
Open-market sale |
10,000 | $36.50 | $365.0K |
| 2026-08-14 | Elshareef Ismail |
Open-market sale |
8,957 | $38.00 | $340.4K |
| 2026-08-13 | Sarnoff Dafna |
Open-market sale |
17,151 | $37.00 | $634.6K |
| 2026-08-12 | Schwartz Greg M |
Open-market sale | 10,000 | $36.07 | $360.7K |
| 2026-08-07 | Trevisan Jason |
Open-market sale |
1,100 | $41.06 | $45.2K |
| 2026-08-03 | Zamora Javier |
Open-market sale |
6,205 | $37.08 | $230.1K |
| 2026-07-31 | Zamora Javier |
Shares withheld for tax |
1,880 | $36.24 | $68.1K |
| 2026-07-31 | Elshareef Ismail |
Shares withheld for tax | 2,300 | $36.24 | $83.4K |
| 2026-07-02 | Zamora Javier |
Open-market sale |
3,533 | $36.06 | $127.4K |
| 2026-07-02 | Quinn Matthew Todd |
Open-market sale |
3,824 | $35.03 | $134.0K |
| 2026-07-02 | Hanson Jennifer Ladd |
Open-market sale |
567 | $35.03 | $19.9K |
| 2026-07-01 | Zales Samuel |
Shares withheld for tax | 11,526 | $35.14 | $405.0K |
| 2026-07-01 | Zales Samuel |
Grant/award | 22,548 | — | — |
| 2026-07-01 | Zamora Javier |
Shares withheld for tax | 4,119 | $35.14 | $144.7K |
| 2026-07-01 | Trevisan Jason |
Shares withheld for tax | 21,509 | $35.14 | $755.8K |
| 2026-07-01 | Steinert Langley |
Shares withheld for tax | 12,654 | $35.14 | $444.7K |
| 2026-07-01 | Sarnoff Dafna |
Shares withheld for tax | 7,550 | $35.14 | $265.3K |
| 2026-07-01 | Quinn Matthew Todd |
Shares withheld for tax | 9,128 | $35.14 | $320.8K |
| 2026-07-01 | Elshareef Ismail |
Shares withheld for tax | 2,106 | $35.14 | $74.0K |
| 2026-07-01 | Hanson Jennifer Ladd |
Shares withheld for tax |
1,192 | $35.14 | $41.9K |
| 2026-07-01 | Hanson Jennifer Ladd |
Open-market sale |
2,499 | $34.56 | $86.4K |
| 2026-06-30 | Hanson Jennifer Ladd |
Shares withheld for tax |
1,039 | $34.09 | $35.4K |
| 2026-06-29 | Zamora Javier |
Open-market sale |
3,532 | $34.08 | $120.4K |
| 2026-06-26 | Zamora Javier |
Open-market sale |
3,367 | $32.61 | $109.8K |
| 2026-06-26 | Zamora Javier |
Open-market sale |
165 | $33.06 | $5.5K |
| 2026-06-09 | Steinert Langley |
Conversion | 377,639 | — | — |
| 2026-06-09 | Steinert Langley |
Conversion | 74,998 | — | — |
| 2026-06-03 | Schwartz Greg M |
Grant/award | 7,339 | — | — |
| 2026-06-03 | Kaufer Stephen |
Grant/award | 7,339 | — | — |
| 2026-06-03 | Hickok Lori A |
Grant/award | 7,339 | — | — |
| 2026-06-03 | Gupta Manik |
Grant/award | 7,339 | — | — |
| 2026-06-03 | Conine Steven |
Grant/award | 7,339 | — | — |
| 2026-06-01 | Zamora Javier |
Open-market sale |
191 | $30.10 | $5.7K |
| 2026-06-01 | Zamora Javier |
Open-market sale |
7,881 | $29.52 | $232.6K |
| 2026-05-01 | Zamora Javier |
Shares withheld for tax | 1,142 | $37.04 | $42.3K |
| 2026-05-01 | Elshareef Ismail |
Shares withheld for tax | 1,396 | $37.04 | $51.7K |
Well-known investors holding CARG (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 673,827 | $23.0M | 0.03% | Added 96% |
| Millennium Management (Israel Englander) | 2026-06-30 | 620,360 | $21.1M | 0.01% | Added 742% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 426,649 | $14.5M | 0.01% | Added 334% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 84,633 | $2.9M | 0.0% | Reduced 32% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 63,963 | $2.2M | 0.01% | Added 1% |
| Two Sigma Investments | 2026-06-30 | 59,000 | $2.0M | 0.0% | Added 4% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 31,505 | $1.1M | 0.0% | Reduced 79% |
| D. E. Shaw & Co. | 2026-06-30 | 18,012 | $614.0K | 0.0% | New position |
| Bridgewater Associates | 2026-06-30 | 15,711 | $535.6K | 0.0% | Reduced 72% |