UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

CARGURUS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

April 22, 2026

My Fellow Stockholders:

On behalf of the Board of Directors, I want to thank you for your investment in CarGurus and for the confidence you place in this Board to oversee your interests in our company. On behalf of the Board, I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders of CarGurus, Inc. (the Annual Meeting), which will be held virtually on Wednesday, June 3, 2026, at 2:00 p.m. Eastern Time, conducted via live audio webcast at www.virtualshareholdermeeting.com/CARG2026.

Pursuant to the U.S. Securities and Exchange Commission rules that allow issuers to furnish proxy materials to stockholders over the internet, we are posting the proxy materials on the internet and delivering to our stockholders a Notice of Internet Availability of Proxy Materials. This delivery process will allow us to provide stockholders with the information they need quickly and efficiently, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. On or about April 22, 2026, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access or request a copy of our proxy statement for the Annual Meeting and our Annual Report on Form 10-K for the year ended December 31, 2025.

The Notice of Annual Meeting of Stockholders and the proxy statement contain details of the business to be conducted at the Annual Meeting.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the internet, by telephone, or by mailing a proxy card. Voting over the internet, by telephone, or by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend. Please review the instructions in the proxy materials regarding each of these voting options.

Thank you for your ongoing support and investment in CarGurus.

Very truly yours,

Jason Trevisan

Chief Executive Officer and Director

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

By Order of the Board of Directors,

Javier Zamora

General Counsel and Corporate Secretary

CarGurus, Inc.

1001 Boylston Street, 16th Floor

Boston, Massachusetts 02115

April 22, 2026

Important Notice Regarding Internet Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be Held on June 3, 2026: The proxy materials and our Annual Report on Form 10-K for the year ended December 31, 2025,

are available at www.proxyvote.com. These documents are also available to any stockholder who wishes to receive a paper copy by visiting www.proxyvote.com, calling 1-800-579-1639, or sending an email to [email protected]. Any requests for a paper copy of these documents should be received by May 20, 2026, in order to ensure timely delivery.

Special Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “aim,” “anticipates,” “believes,” “could,” “estimates,” “expects,” “goal,” “intends,” “may,” “might,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms.

Forward-looking statements contained in this proxy statement include statements about the matters discussed regarding the expectation of performance under our compensation plans, our anticipated financial and operational performance, and the plans and objectives of management. You should not rely upon forward-looking statements as predictions of future events. We have based the forward‑looking statements contained in this proxy statement on our current expectations and projections about future events and trends that we reasonably believe may affect our business, financial condition, operating results, and growth prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2025 (Annual Report). Should one or more of these risks or other uncertainties materialize, or if underlying assumptions prove incorrect, actual outcomes may vary materially from those described or implied in the forward-looking statements. We operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this proxy statement. Further, our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, or joint ventures in which we may be involved or investments we may make.

The forward-looking statements made in this proxy statement speak only to events as of the date of this proxy statement. We undertake no obligation to update any forward-looking statement made in this proxy statement to reflect events or circumstances after the date of this proxy statement or to reflect new information or the occurrence of unanticipated events, except as required by law.

Note Regarding Trademarks

CarGurus® and Autolist® are each a registered trademark of CarGurus, Inc. and PistonHeads® is a registered trademark of CarGurus Ireland Limited in the U.K. and the European Union. All other product names, trademarks, and registered trademarks are property of their respective owners. We have omitted the ® and ™ designations, as applicable, for the trademarks used in this proxy statement.

Websites and Other Information

Website addresses referenced in this proxy statement are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this proxy statement and is not incorporated by reference herein.

As used in this proxy statement, the terms “CarGurus,” the “Company,” “we,” “us,” and “our” mean CarGurus, Inc. unless the context indicates otherwise.

Important Notice Regarding Availability of Proxy Materials

For the 2026 Annual Meeting of Stockholders on June 3, 2026

This proxy statement and the 2025 Annual Report to Stockholders are available for viewing, printing, and downloading at www.proxyvote.com.

A copy of our Annual Report on Form 10-K (including financial statements and schedules) for the year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (SEC) except for exhibits, will be furnished without charge to any stockholder after written or verbal request to:

CarGurus, Inc.

Attn: Investor Relations

1001 Boylston Street, 16th Floor

Boston, Massachusetts 02115

Telephone: (617) 354-0068

This proxy statement and our Annual Report are also available on the SEC’s website, www.sec.gov.

This summary highlights important information you will find in this proxy statement. As it is only a summary, please review the complete proxy statement before you vote.

Who We Are

We are 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, we are the No. 1 visited automotive shopping site in the U.S.(1) with the largest selection of inventory and network of dealers(2). Our 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. We provide dealers a personalized, predictive intelligence platform with software solutions that help them run their businesses more efficiently and profitably at all stages of inventory acquisition and pricing, marketing, and conversion to sale.

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)

Through our platform’s evolution, our ultimate goal remains the same: to empower our customers by giving them all the technology and information they need to buy or sell any car, anywhere, at the right price, and in the right way for them. At CarGurus, we give people the power to reach their destination.

Key Performance Indicators and Financial Metrics

Meeting Details

Voting Matters and Recommendations

How to Vote

Culture, Values, and Standards

Our company culture is rooted in a data-driven, innovative approach to the automotive market, fostering thought leadership, collaboration, and continuous improvement to serve our consumers, dealers, and partners. We are an equal opportunity employer and strive to build and nurture a culture where inclusiveness is a reflex, not an initiative.

We have five universal leadership capabilities that differentiate us from the market as part of our continued commitment to give employees the power to own their career development and impact and guide how we work and drive impact. They include:

We continually invest in employee career growth and a wide range of development opportunities, including compliance training, mentoring, coaching, and hybrid learning formats.

Charitable Giving

One of our core values is integrity, which we endeavor to achieve by acting responsibly and considering the impact of our actions on one another, our partners, and the world around us. Our Drive Change program, which was launched in 2023 and built on our charitable giving program that was established in 2018, highlights our commitment to our core values and mission by supporting our local communities through both employee and dealer engagement.

Our Drive Change program allows our employees to submit nominations for donations to tax-exempt organizations, which are then reviewed by a committee of our employees and awarded to selected charities on a quarterly basis. During 2025 we awarded approximately $460,000 to various charitable organizations. It also includes a volunteer program for employees, provides paid time off opportunities for volunteer work, and includes company matching campaigns for employee donations.

Additionally, within the broader community in which we operate, dealerships are known for their charitable giving and community service. As part of our Drive Change program, our Dealer Sponsorship program (initially established in 2017) supports customer requests for us to make financial contributions to dealership charitable events. During 2025 we awarded approximately $271,000 supporting 53 dealerships.

Environmentally Conscious

We prioritize responsible action and consider our environmental footprint whenever appropriate. Although our facilities and operations have limited environmental impact, we seek opportunities to enhance our conservation effort – including our LEED Gold-certified headquarters and a commuting stipend for employees encouraging low-carbon-footprint commuting practices. Our Climate Gurus community is an active employee group who takes on initiatives like supporting Earth Day programming, facilitating discussions on reducing environmental impact, and sharing best practices tailored to company needs.

Corporate Governance Matters

We are committed to the highest standards of ethics, business integrity, and corporate governance, which we believe will ensure that the Company is managed for the long-term benefit of our stockholders. Our governance practices are designed to establish and preserve accountability of the Board of Directors (the Board) and management, provide a structure that allows the Board to set objectives and monitor performance, ensure the efficient use and accountability of resources, and enhance stockholder value. Please see “Corporate Governance” for more information.

Corporate Governance Highlights

Executive Compensation Matters

Our executive compensation program embodies a pay-for-performance philosophy that supports our business strategy and aligns executive interests with those of our stockholders. Highlights of our executive compensation best practices include:

Corporate Governance Practices

Corporate Governance Matters

The Board has adopted key guidelines, including our Code of Conduct and Corporate Governance Guidelines, to ensure good corporate governance, which it believes is important to ensure that the Company is managed for the long-term benefit of our stockholders. Complete copies of our Audit Committee Charter, Compensation Committee Charter, Corporate Governance Guidelines, and Code of Conduct are available on the Investor Relations section of our website, investors.cargurus.com, at “Governance.” Alternatively, you can request a copy of any of these documents by writing us at:

CarGurus, Inc.

Attn: Investor Relations

1001 Boylston Street, 16th Floor

Boston, Massachusetts 02115

Code of Conduct

Our Code of Conduct applies to all employees, officers, and directors of CarGurus, Inc., our subsidiaries, and our affiliates, including our Executive Chair, Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. Amendments to our Code of Conduct, and any waivers of its requirements, will be disclosed on our website.

Corporate Governance Guidelines

The Board has Corporate Governance Guidelines to assist it in the exercise of its duties and responsibilities and to serve the best interests of the Company and our stockholders. These guidelines, which set forth a framework for the conduct of the Board’s business, provide that:

Amendments to our Corporate Governance Guidelines will be disclosed on our website.

Board Structure and Selection

Leadership Structure

Langley Steinert serves as both our Executive Chair and the Chair of the Board and Jason Trevisan serves as our Chief Executive Officer. Mr. Steinert has authority, among other things, to call and preside over meetings of the Board and set meeting agendas. The Board has not appointed a lead independent director. As a result, if Mr. Steinert is not present at a meeting of the Board, the Board will appoint one independent director to chair such meeting. While we have not established a policy as to whether or not the roles of Chair and Chief Executive Officer should be separate or combined, we believe that the most effective leadership structure at the present time is to have separate Chair of the Board and Chief Executive Officer positions because this allows the Board to benefit from having multiple knowledgeable voices bringing separate views and perspectives to its deliberations.

We have a Chair for each committee of the Board. The Board delegates substantial responsibilities to the committees, which regularly report their activities and actions back to the Board. We believe the Board and committee leadership structure provides an appropriate allocation of roles and responsibilities for the Company at this time because it strikes an effective balance of the participation of management and independent leadership in the proceedings of the Board.

Communications with the Board

The Board gives appropriate attention to written communications that are submitted by stockholders and other interested parties and will respond if and as appropriate. Our Corporate Secretary is primarily responsible for monitoring communications to the Board, its committees, and individual directors from stockholders and other interested parties and for providing copies or summaries of such communications to members of the Board as they consider appropriate.

Communications are forwarded to all members of the Board if they relate to important substantive matters and include suggestions or comments that our Corporate Secretary considers to be important for the members of the Board to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances, and duplicative communications.

Stockholders and other interested parties who wish to send communications on any topic to the Board should address such communications to:

The Board of Directors

c/o Corporate Secretary

CarGurus, Inc.

1001 Boylston Street, 16th Floor

Boston, Massachusetts 02115

Additionally, we have established a confidential process for reporting, investigating, and resolving employee and third-party concerns related to accounting, auditing, and similar matters under the Sarbanes-Oxley Act of 2002. Stockholders and other interested parties may confidentially provide information to the Audit Committee or to one or more of our individual directors by using the confidential and anonymous financial concern hotline that is operated by an independent, third-party service. Within the U.S. and Canada, the ethics hotline can be reached by telephone, toll-free, at 1-877-325-9953, or worldwide via the internet at www.whistleblowerservices.com/CARG/.

Board Composition

The Board currently consists of seven members, divided into three classes. One director self-identified as female and one director self-identified as racially and ethnically diverse, with one director declining to disclose their gender identity and demographic background.

Director Independence

Board of Directors

The Board has determined that all of our directors, other than Mr. Steinert, our Executive Chair, and Mr. Trevisan, our Chief Executive Officer, satisfy the independence requirements of Nasdaq. In making its independence determinations, the Board considered, among other things, whether that person has a relationship that would interfere with the exercise of independent judgment in carrying out a director’s responsibilities.

Committees

Board and Committee Evaluations

Regular evaluations are an important determinant for continued tenure, and, to that end, the Board and its committees perform a self-evaluation on an annual basis that is intended to determine whether the Board, its committees, and each member of the Board are functioning effectively, and to provide the Board with an opportunity to reflect upon and improve processes and effectiveness. The Board oversees the evaluations and considers the results and ways in which Board processes and effectiveness may be enhanced.

Status as a “Controlled Company”

Because Mr. Steinert controls a majority of our outstanding combined voting power, we are a “controlled company” under the corporate governance rules for Nasdaq-listed companies. Under these rules, a company is a controlled company if more than 50% of the combined voting power for the election of directors is held by an individual, group, or another company. A controlled company may elect not to comply with certain corporate governance requirements otherwise applicable to Nasdaq-listed companies, including the requirements that:

We have availed, and intend to continue to avail, ourselves of certain of these exemptions and, for so long as we qualify as a controlled company, we will maintain the option to utilize from time to time some or all of these exemptions. For example, we do not have a nominating committee and our director nominees are not selected (or recommended for selection by the Board) in a vote in which only independent directors participate.

Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. Primarily by virtue of his holdings in shares of our Class B common stock, Mr. Steinert is able to exercise voting rights with respect to a majority of the voting power of our outstanding capital stock. Transfers by holders of Class B common stock will generally result in those shares converting into Class A common stock, subject to limited exceptions, such as certain transfers effected for estate planning or charitable purposes. The conversion of Class B common stock into Class A common stock will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares. In particular, if Mr. Steinert retains a significant portion of his holdings of Class B common stock for an extended period of time, he could, in the future, continue to control a majority of the combined voting power of our outstanding capital stock.

Director Nomination Process

As a controlled company, we do not use solely independent directors or a committee comprised solely of independent directors to evaluate director candidates and select or recommend director nominees for selection by the Board. The entire Board is responsible for nominating candidates for election to the Board at the annual meeting of the stockholders. The process followed by the Board to identify and evaluate director candidates may include:

Stockholders nominating director candidates must follow the procedures set forth under the section of this proxy statement titled “Additional Information – Miscellaneous – Stockholder Proposals for 2027 Annual Meeting – Requirements for stockholder proposals and nominations to be brought before an annual meeting.”

Criteria

In considering whether to recommend any particular candidate for inclusion in the slate of recommended director nominees for the Board, the Board applies certain criteria as set forth in our Corporate Governance Guidelines. These criteria include the candidate’s:

The Board does not assign specific weights to particular criteria and no particular criterion is a prerequisite for any prospective nominee. In evaluating any director candidate recommended by stockholders, the Board will apply the same criteria and adhere to the same policies and procedures applicable to the evaluation of candidates proposed by members of the Board or management.

The Board recognizes its responsibility to ensure that nominees for the Board possess appropriate qualifications and reflect a variety of skills, abilities, industry knowledge, and personal and professional backgrounds and experience. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge, and abilities that will allow the Board to promote our strategic objectives and to fulfill its responsibilities to our stockholders. The Board also believes that this is important to the effectiveness of the Board’s oversight of the Company.

The director skills and qualifications matrix and director biographies on pages 12 – 17 indicate each director’s experience, qualifications, attributes, and skills that led the Board to conclude that each director should continue to serve as a member of the Board. The Board believes that each director has had substantial achievement in such director’s professional and personal pursuits and possesses the background, talents, and experience that the Board desires and that will contribute to the best interests of the Company and to long-term stockholder value.

Proposal 1 – Election of Directors

Our Fourth Amended and Restated Certificate of Incorporation provides for the classification of the Board into three classes, with the terms of service of the three classes staggered so that the term of one class expires each year. As a result, only one class of our directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms.

The following table sets forth our current directors along with their respective classes and term expiration:

The Board has nominated Messrs. Gupta and Steinert for election at the Annual Meeting as Class III directors, to serve for a term expiring at the annual meeting of stockholders to be held in 2029, or until their respective successors have been duly elected and qualified.

Each of Messrs. Gupta and Steinert is presently a director and has indicated a willingness to continue to serve as a director, if elected. Unless otherwise instructed, proxies will be voted for Messrs. Gupta and Steinert. In the event that either of Messrs. Gupta and Steinert is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), your proxy will be voted for any nominee who is designated by the Board to fill the vacancy.

Director Skills and Qualifications

The matrix below represents some of the key experiences, attributes, and skills that the Board has identified as particularly valuable to the oversight of the Company. The ✓ indicates that the item is a specific experience, qualification, attribute, or skill that the director or director nominee brings to the Board. The lack of ✓ for a particular item does not mean that the director or director nominee does not possess that experience, qualification, attribute, or skill. We expect each director to be knowledgeable in several of these areas.

Director Nominees for Election at the Annual Meeting

A biography of each director nominee, current as of April 1, 2026, setting forth their age and describing their business experience during the past five years, including other prior relevant business experience, is presented below.

Continuing Directors

A biography of each of our continuing directors, current as of April 1, 2026, setting forth their age and describing their business experience during the past five years, including other prior relevant business experience, is presented below.

Class I Directors (Term Expiring 2027)

Class II Directors (Term Expiring 2028)

Board and Committee Meetings

The Board met six times during 2025. The Board has two standing committees. The principal functions of each committee, the committee composition in 2025, and the number of committee meetings held in 2025 are described in the tables below. The Chair of each committee periodically reports to the Board on committee deliberations and decisions.

† Determined by the Board to be an audit committee financial expert.

Attendance at Board and Committee Meetings

During 2025 each of our directors attended an average of 99% of the total number of meetings of the Board and the committees on which they served.

Executive Sessions

Under our Corporate Governance Guidelines, our non-management directors are required to meet in executive session at least semi-annually to discuss, among other matters, the performance of each of our Executive Chair and Chief Executive Officer. The director who presides at these meetings is a non-management director selected by a majority of the non-management directors. In general, these executive sessions are held on the same date as regularly scheduled meetings of the Board.

Attendance at Stockholder Meeting

Although we do not have a formal policy regarding director attendance at the annual meeting of stockholders, our Corporate Governance Guidelines provide that our directors are invited and encouraged to attend the annual meeting of stockholders. All seven members of the Board serving at such time attended the 2025 annual meeting of stockholders.

General Risk Oversight

Board of Directors

Responsibility: The Board oversees the management of risks inherent in the operation of our business and the implementation of our business strategies.

Process: The Board performs its oversight role by using several different levels of review. In connection with its review of the operations and corporate functions of the Company, the Board addresses the principal risks associated with those operations and corporate functions. In addition, the Board reviews the risks associated with our business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies. The Board has also implemented – and is responsible for overseeing – a compensation recovery, or “clawback,” policy (the Clawback Policy) that allows the Company to recoup certain incentive-based compensation from covered individuals, including its executive officers, pursuant to such policy.

Delegation: The Board administers its risk oversight responsibilities by delegating certain business and governance activities to the appropriate committees for more detailed consideration and evaluation. In performing this oversight function, each committee has full access to management as well as the ability to engage advisors or other experts it deems necessary in the performance of its duties. Each committee regularly reports their risk oversight activities to the Board.

Management

Responsibility: Day-to-day identification, evaluation, management, and mitigation of the Company’s risk exposures.

Process: Management manages these enterprise risks through a variety of policies, programs, committees, and internal controls designed to protect our assets, operations, and reputation, while ensuring compliance with applicable laws and regulations. Management provides a quarterly update to the Audit Committee on compliance and risk management developments, policies, and procedures, and auditing covering the risk topics of financial accounting, technology and security, legal and corporate governance, and people and talent.

Cybersecurity Risk Oversight

Management of cybersecurity risk remains an important area of focus for us. We have policies, procedures, and processes for assessing, identifying, and managing cybersecurity risks, which are built into our overall information technology function and are designed to help protect our information assets and operations from internal and external cyber threats as well as secure our networks and systems. Our Director of Information Security, who reports to our Chief Technology Officer, leads our cybersecurity initiatives and oversees our

Security Operations and Governance, Risk, and Compliance teams, which includes assessing, managing, and monitoring our cybersecurity risks and response programs.

The Board, with a primary focus on policy, oversight, and strategic direction, has delegated to the Audit Committee primary responsibility for regular oversight of cybersecurity risk at the Board-level, and this responsibility is reflected in the Audit Committee Charter. The Audit Committee regularly meets with members of management responsible for data privacy, technology, and information security risks to discuss these risks, risk management activities, incident response plans, best practices, the effectiveness of our security measures, and other related matters.

Please see Item 1C. Cybersecurity in Part I of our Annual Report for additional information regarding cybersecurity matters.

Director Compensation

During 2025 we compensated our non-employee directors for their service as directors. Accordingly, as employees, neither Mr. Steinert, our Executive Chair and Chair of the Board, nor Mr. Trevisan, our Chief Executive Officer, received any additional compensation for their service as directors.

The Compensation Committee periodically reviews the compensation of our non-employee directors and, as applicable, makes recommendations to the Board for its consideration of changes to our non-employee director compensation program. The Compensation Committee compares the compensation of the non-employee members of the Board to the compensation paid to the non-employee directors of the companies in our compensation peer group. The Compensation Committee also considers the responsibilities we ask from the members of the Board along with the amount of time required to perform those responsibilities.

2025 Changes to Director Compensation

In February 2025 the Compensation Committee recommended and the Board approved a modification to our non-employee director compensation program to:

These changes were made based on a competitive analysis of our non-employee director compensation program as compared to our peers and were made to ensure our program remained aligned with the market.

Cash Compensation

We have established a cash and equity compensation program for our non-employee directors in consideration of their service on the Board and committees of the Board.

The cash compensation approved by the Board for 2025 was as follows:

The payments described above are payable quarterly in arrears.

Each non-employee member of the Board is also entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending Board meetings and meetings for any committee on which the member serves and for reasonable costs and expenses incurred in attending director education programs.

Equity Compensation

Pursuant to our non-employee director compensation program, for service during the year each non-employee director is eligible to receive an annual grant (the Annual Director Grant) of a restricted stock unit (RSU) award on our standard form of RSU award agreement for non-employee directors pursuant to our Omnibus Incentive Compensation Plan (the 2017 Plan) and subject to Board approval. Each Annual Director Grant is granted on or promptly after the date of the annual meeting of stockholders; provided that if a new non-employee director joins the Board on a date other than the date of such annual meeting, the Annual Director Grant is granted on or promptly after the director’s commencement of service. The number of RSUs subject to the Annual Director Grant for 2025 was determined based on dividing $200,000 by the closing market price of our Class A common stock on Nasdaq on the grant date; provided that if a new non-employee director joins the Board on a date other than the annual meeting date, the value of RSUs is prorated for the director’s expected service for the remainder of the year. The RSU awards comprising the Annual Director Grant are subject to a service-based vesting requirement, vesting in full on the first anniversary of such grant.

On June 4, 2025, the Board granted to each of our non-employee directors serving at such time a RSU award that may be settled for 6,248 shares of our Class A common stock.

2025 Director Compensation Table

The following table sets forth information regarding the compensation of our non-employee directors who served on the Board in 2025:

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee has appointed the firm of Ernst & Young, an independent registered public accounting firm, to perform the audit of our consolidated financial statements for the year ending December 31, 2026, and to perform an audit of the effectiveness of our internal control over financial reporting as of December 31, 2026. This appointment is being presented to the stockholders for ratification at the Annual Meeting.

Ernst & Young has audited our financial statements since the fiscal year ended December 31, 2015. Ernst & Young has no direct or indirect material financial interest in the Company or our subsidiaries. Representatives of Ernst & Young are expected to be present at the Annual Meeting and will be given the opportunity to make a statement on the firm’s behalf if they so desire. The representatives also will be available to respond to appropriate questions.

Proxies solicited by management will be voted for ratification unless stockholders specify otherwise. Ratification by the stockholders is not required. Although we are not required to submit the appointment of Ernst & Young to a vote of the stockholders, the Board believes it is good corporate governance practice to request that the stockholders ratify the appointment of Ernst & Young as our independent registered public accounting firm. As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by us or the Board (or any committee thereof). However, if the stockholders do not ratify the appointment, the Audit Committee will consider whether to retain Ernst & Young or appoint another independent registered public accounting firm. Even if the appointment is ratified, the Board and the Audit Committee in their discretion may direct the appointment of a different independent registered public accounting firm at any time if they determine that such a change would be in the best interests of the Company and our stockholders.

Audit Committee Report

The report of the Audit Committee is not considered to be “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (Securities Act), or the Securities Exchange Act of 1934, as amended (the Exchange Act), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The Audit Committee has reviewed and discussed with the Company’s management (i) the audited consolidated financial statements of the Company as of and for the year ended December 31, 2025, (ii) management’s report on its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, and (iii) the report from Ernst & Young, the Company’s independent registered public accounting firm, on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025. The Audit Committee has met with representatives of Ernst & Young, with and without management present, to discuss the matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC and such other matters as it deemed to be appropriate, including the results of their examinations; their evaluations of the Company’s internal control, including internal control over financial reporting; and the overall quality of the Company’s financial reporting.

The Company’s management is responsible for the Company’s financial reporting process, including its system of internal controls, and for the preparation of its consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP). The independent registered public accounting firm audits the annual consolidated financial statements prepared by management in accordance with standards of the PCAOB, expresses an opinion as to such financial statements, and issues a report on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee is responsible for providing independent, objective oversight of the Company’s accounting functions and internal controls.

The Audit Committee has received the written disclosures and the letter from Ernst & Young required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with Ernst & Young its independence from the Company and its management.

Based on these discussions and the Company’s review of the representations and information provided by management and the Company’s independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, for filing with the SEC.

By the Audit Committee of the Board of Directors of CarGurus, Inc.

Lori Hickok (Chair)

Manik Gupta

Greg Schwartz

Audit and Other Fees

The following table sets forth all fees paid by us for professional audit services and other services rendered by Ernst & Young for the years ended December 31, 2025 and 2024:

Pre-Approval of Audit and Non-Audit Services

Consistent with requirements of the SEC and the PCAOB regarding auditor independence, the Audit Committee is responsible for the appointment, compensation, and oversight of the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee as a whole, or through its Chair, pre-approves all audit and permissible non-audit services to be provided by our independent registered public accounting firm. The Audit Committee may delegate to one or more members of the Audit Committee the authority to pre-approve any such services, provided such pre-approval is reported to the Audit Committee at a subsequent meeting. The Audit Committee has delegated to the Chair of the Audit Committee the authority to pre-approve audit services (other than the annual audit engagement), audit-related services, tax services, and other permissible non-audit services, provided that the Chair reports any pre-approval decisions to the Audit Committee at its next scheduled meeting. For 2025 100% of all fees were approved by the Audit Committee.

Proposal 3 – Advisory Vote on Named Executive Officer Compensation

As required pursuant to Section 14A of the Exchange Act, the Board is asking that stockholders cast a non-binding, advisory vote “FOR” the following resolution at the Annual Meeting:

RESOLVED, that the compensation of the Company’s named executive officers for 2025 as disclosed in the Compensation Discussion and Analysis section, the accompanying compensation tables, and the related narrative disclosure in this proxy statement, is hereby approved.

This proposal, commonly known as a “Say-on-Pay” proposal, gives stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to advise on any specific element of our compensation program, but rather on the overall compensation of our named executive officers and the philosophy, policies, and practices described in this proxy statement. Stockholders are urged to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives as well as the “Summary Compensation Table” and related compensation tables and narrative disclosure in this proxy statement, which provide detailed information on the compensation of our named executive officers.

At our 2025 annual meeting of stockholders we continued to receive support for our executive compensation program with approximately 85% of the votes cast for approval of our annual Say-on-Pay proposal. The Compensation Committee viewed this as positive support for our executive compensation program and its alignment with long-term stockholder value creation and determined that the Company’s executive compensation program has been effective in implementing the Company’s stated compensation philosophy and objectives.

While the vote on Proposal 3 at the Annual Meeting is non-binding and advisory, the Board and Compensation Committee value the opinions that our stockholders express in their votes and will review the voting results and take them into consideration when making future compensation decisions for our named executive officers.

The Board has adopted a policy providing for annual approval of our Say-on-Pay proposal. Unless the Board modifies our policy, the next vote on our annual Say-on-Pay proposal will be held at our 2027 annual meeting of stockholders and the next advisory vote on the frequency of future votes on our annual Say-on-Pay proposal will be held at our 2031 annual meeting of stockholders.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our compensation strategy, philosophy, policies, and practices underlying our executive compensation program for 2025. It also provides information regarding the compensation that was earned by and awarded to our 2025 named executive officers listed below, whom we refer to collectively as our “named executive officers.”

Executive Summary

Elements of 2025 Executive Compensation

In 2025 our executive compensation program was designed to achieve our executive compensation objectives, including attracting and retaining qualified executive officers and driving strong Company performance by aligning executive officer compensation with our stock performance and strategic and operational objectives, as further described below. The table below outlines each of the three principal elements of our executive compensation program for 2025:

2025 Executive Compensation Policies and Practices

We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee evaluates our executive compensation program on a regular basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent.

The following policies and practices were in effect during 2025:

2025 Stockholder Advisory Vote on Named Executive Officer Compensation

At our 2025 annual meeting of stockholders we continued to receive support for our executive compensation program with approximately 85% of the votes cast for approval of our annual Say-on-Pay proposal. The Compensation Committee viewed this as positive support for our executive compensation program and its alignment with long-term stockholder value creation and determined that the Company’s executive compensation program has been effective in implementing the Company’s stated compensation philosophy and objectives. Although these results were advisory and not binding on the Company, the Board, or the Compensation Committee, we value the opinions of our stockholders and have taken, and commit to continue to take, the results of the Say-on-Pay vote into account when making subsequent decisions regarding the compensation of our executive officers.

Compensation Philosophy and Objectives

We believe in providing a competitive total compensation package to our executive officers through a combination of annual base salary, annual cash incentive award opportunities, long-term incentive compensation opportunities in the form of equity awards, and broad-based health and welfare benefit plans. Our executive compensation program is designed to achieve the following objectives:

We believe that our executive compensation program should generally include short-term and long-term elements, including cash and equity compensation, and should reward consistent performance that meets or exceeds expectations. We evaluate the compensation provided to our executive officers to ensure it remains competitive relative to compensation paid by companies of similar size and geographic location operating in our

industry, taking into account our relative performance, our financial and strategic objectives, and the performance of each individual executive officer.

Executive Compensation Design

The compensation arrangements for our executive officers consist of annual base salary, annual cash incentive award opportunities, long-term incentive compensation opportunities in the form of equity awards, and broad-based health and welfare benefit plans. To ensure alignment between the interests of our stockholders and those of our executive officers, a significant majority of executive compensation paid to our executive officers consists of equity-based compensation. We believe that an emphasis on equity grants serves to encourage our executive officers to focus on long-term stockholder value creation.

Historically and during 2025 our principal equity incentive vehicle was in the form of time-based RSU awards that may be settled in shares of our Class A common stock as they are earned. We believe that time-based RSU awards offer our executive officers a valuable long-term incentive that aligns their interests with the long-term interests of our stockholders. Going forward, as we deem appropriate, we expect to continue to offer time-based RSU awards; however, we may also introduce other forms of stock-based compensation awards into our executive compensation program to provide our executive officers with various types of equity incentives that further this objective.

We also offer cash compensation in the form of annual base salaries and annual cash incentive award opportunities. Typically, we have structured our annual cash incentive award opportunities to focus on the achievement of specific short-term financial, strategic, and operational objectives that will further our longer-term growth objectives.

We have not adopted any formal policies or guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. Instead, the Compensation Committee reviews each element of executive compensation separately and also takes into consideration the value of each executive officer’s target total direct compensation opportunity (the sum of annual base salary, annual cash incentive award opportunity, and equity awards) as a whole, and its relative size in comparison to our other executive officers. The Compensation Committee also considers amounts realizable from prior compensation awarded to each executive officer, including equity that is nearly- or fully-vested, when setting each individual’s target total direct compensation opportunity for the year.

The Compensation Committee reviews our executive compensation program at least annually. As part of this review process, the Compensation Committee considers whether our overall compensation philosophy is aligned with the interests of our stockholders while considering the compensation levels needed to ensure that our executive compensation program remains reasonable and competitive. In addition, the Compensation Committee considers our ability to achieve our retention objectives and the potential cost of replacing our executive officers. From time to time the Compensation Committee may determine that it is in the best interests of the Company and our stockholders to modify, amend, or otherwise adjust previous compensation awards.

Compensation-Setting Process

Role of the Compensation Committee

The Compensation Committee is responsible for reviewing and approving the compensation of our executive officers, subject to any approval of the Board that the Compensation Committee determines to be desirable or is required by applicable law or Nasdaq listing standards. Specifically, the Compensation Committee oversees our compensation and benefit plans and policies, administers our equity compensation plans, and reviews and approves (or makes recommendations to the Board regarding) the compensation of our executive officers.

Role of our Chief Executive Officer

Our Chief Executive Officer evaluates at least annually the performance of each of our executive officers, other than himself, and makes recommendations to the Compensation Committee with respect to annual base salary adjustments, target annual cash incentive award opportunities, actual award payments, and equity awards for each executive officer. While the Compensation Committee takes these recommendations into consideration in its deliberations, it exercises its own independent judgment in approving the executive compensation of our executive officers. Our Chief Executive Officer does not make recommendations regarding his own compensation, and he does not participate in any discussions regarding his own compensation.

Role of Compensation Consultant

The Compensation Committee has the authority under the Compensation Committee Charter to engage the services of a compensation consultant to assist it in carrying out its responsibilities. The Compensation Committee has directly engaged Compensia to assist it in developing and overseeing the Company’s executive compensation program and non-employee director compensation program and practices and to provide an analysis of competitive market data. To assist the Compensation Committee with its consideration of 2025 executive compensation decisions, Compensia provided the Compensation Committee with compensation data and an updated competitive market analysis for similarly situated executive officers at our peer group companies. Compensia also provided consulting services to the Company on an ad hoc basis regarding equity compensation matters and assisted with review of the “Compensation Discussion and Analysis” section of this proxy statement.

Compensia maintains a policy that is specifically designed to prevent any conflicts of interest. In addition, the Compensation Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth in Exchange Act Rule 10C-1 and the applicable Nasdaq listing standards and concluded that no conflict of interest has arisen with respect to the work that Compensia performs for the Compensation Committee.

Competitive Positioning

The Compensation Committee has established and maintains a compensation peer group consisting of publicly traded companies, which the Compensation Committee reviews and updates from time to time, for purposes of reviewing and considering our executive officers’ 2025 base salaries, target annual cash incentive award opportunities, and annual equity awards. The Compensation Committee believes that this compensation peer group accurately reflected the Company’s growth, opportunities, and current market positioning. This group consisted of technology companies that the Compensation Committee determined operate within our industry, compete with us for talent, or are located in the same general geographic area. Other factors considered include comparable revenues, market capitalization, and projected revenue growth. In connection with its review, the Compensation Committee removed three peer companies for 2025 – Everbridge, Inc., Redfin Corporation, and ZipRecruiter, Inc. – because they either were acquired or fell outside of the comparable revenue or market capitalization ranges.

The following companies were approved by the Compensation Committee for inclusion in our 2025 compensation peer group:

*Represents new addition to peer group.

The Compensation Committee considered both Compensia’s competitive market analysis and compensation data drawn from publicly-available proxy statements and industry-specific survey data for this compensation peer group as reference points for its 2025 executive compensation decisions. While the Compensation Committee takes into account peer company compensation practices, the Compensation Committee uses this information as one of many factors in its deliberations on compensation matters and does not set compensation levels to meet specific percentiles.

The Compensation Committee reviews the analyses prepared internally and by Compensia based on the compensation data drawn from a compensation peer group to develop a subjective representation of the “competitive market” with respect to current executive compensation levels and related policies and practices. The Compensation Committee then evaluates how our pay practices and the compensation levels of our executive officers compare to the competitive market. As part of this evaluation, the Compensation Committee also reviews the performance measures and performance goals generally used within the competitive market to reward performance.

Management and the Compensation Committee strive to incorporate flexibility into our executive compensation program and the assessment process to respond to and adjust for the evolving business environment and the value delivered by our executive officers.

2025 Executive Compensation Program and Pay-for-Performance Alignment

We believe our executive compensation program is effectively designed and has worked well to implement a pay-for-performance culture that is aligned with the interests of our stockholders. In 2025 our executive compensation program consisted of annual base salary, short- and long-term incentives, and other benefits.

91.4% of our Chief Executive Officer’s and 89.6% of our other named executive officers’ 2025 total direct compensation was performance-based and at-risk.

Transition-Related Compensation Decisions

Arrangement with Ms. Palazzo

Ms. Palazzo stepped down as our Chief Financial Officer and Treasurer on March 7, 2025. In connection with her departure, Ms. Palazzo received accrued compensation through the date of termination and, because she executed and did not revoke a general release of claims, a severance payment of $292,500 (nine months of her base salary, which was paid in a lump sum). Ms. Palazzo waived her right to receive reimbursement on a monthly basis for the COBRA premiums that she would have paid for continued health care coverage under our group health plans for herself and her dependents until the earlier of (i) December 31, 2025, (ii) she became eligible under another employer’s group coverage, or (iii) she ceased to be eligible for COBRA coverage for any reason.

2025 Named Executive Officer Compensation

Base Salary

Annual base salary represents the fixed portion of the compensation of our named executive officers and is an important element of compensation intended to attract and retain highly-talented individuals.

Generally, the Compensation Committee reviews the annual base salaries of our named executive officers at the beginning of each year. Base salaries are set at levels that the Compensation Committee believes are competitive with current market practices with reference to the competitive market after taking into consideration each individual’s role, responsibilities, qualifications, experience, past performance and expected future contributions, prior annual base salary with the Company, and the annual base salary levels of our other executive officers (other than Mr. Steinert, where the Compensation Committee, at Mr. Steinert’s request, to demonstrate his confidence in the Company and to continue to align his interests with those of our stockholders, maintained Mr. Steinert’s annual base salary of $10,000 for 2025). The Compensation Committee does not apply specific formulas to determine annual base salaries.

In February 2025 the Compensation Committee reviewed the annual base salary of each of our named executive officers. The Compensation Committee considered Compensia’s competitive market analysis, including a comparison of our named executive officers’ annual base salaries to those of executives holding comparable positions at the companies in our compensation peer group as well as its own assessment of our 2024 performance and the other factors described above.

Based on this review, the Compensation Committee determined that it was appropriate to set the annual base salaries of our named executive officers for 2025, effective as of April 1, 2025, as follows:

The actual base salaries paid to our named executive officers in 2025 are set forth in the “Summary Compensation Table" below.

Cash Incentive Awards

In 2025 we provided our named executive officers with the opportunity to earn cash incentive awards to encourage the achievement of our corporate performance objectives and to reward those individuals who significantly impact our corporate results based on the objectives set forth in our annual operating plan. The Compensation Committee determines and approves cash incentive award decisions for our named executive officers, including whether to exercise discretion to modify the calculated payments.

In February 2018 the Compensation Committee approved the CarGurus, Inc. Annual Incentive Plan (the Annual Incentive Plan), providing an opportunity for certain of our salaried employees, including our named executive officers, to earn annual cash incentive awards, as described below. Pursuant to the Annual Incentive Plan, each participant is eligible to receive a cash incentive award for the relevant year based on our level of achievement of one or more pre-established strategic objectives and financial performance goals and the participant’s individual performance goals, if applicable, during such year. The amount actually paid to a participant may be more or less than the participant’s target annual cash incentive award opportunity, depending on the extent to which applicable performance goals were determined to be satisfied. Participants, including our named executive officers, will not receive a payout for any performance measure that fails to achieve threshold level criteria.

In February 2025 the Compensation Committee selected the 2025 performance measures and established the related target performance levels and objectives, as well as the corresponding weighting for each measure, for our named executive officers under the Annual Incentive Plan (the 2025 Annual Incentive Plan).

Target Annual Cash Incentive Award Opportunities

Under the 2025 Annual Incentive Plan, each participant’s actual annual cash incentive award is calculated, in part, by reference to a target annual cash incentive award opportunity based on either a percentage of the participant’s annual base salary for the year or a specified dollar amount, in the case of our named executive officers, as determined by the Compensation Committee. To set the target annual cash incentive award opportunities of our named executive officers for 2025, the Compensation Committee considered Compensia’s competitive market analysis, including a comparison of our named executive officers’ target annual cash incentive award opportunities to those executives holding comparable positions at the companies in our compensation peer group as well as its own assessment of our 2024 performance and the other factors described in “2025 Named Executive Officer Compensation – Base Salary” above.

The target annual cash incentive award opportunities of our named executive officers for 2025 were as follows:

The amount actually paid to a participant could be more or less than the participant’s target annual cash incentive award opportunity, depending on the extent to which applicable performance goals were satisfied. Consistent with prior years, for 2025 the Compensation Committee determined that annual cash incentive awards for such year would be paid to our named executive officers in two installments rather than in one lump sum, whereby (i) 40% of each named executive officer’s target annual cash incentive award opportunity would be paid in an initial lump sum payment following completion of our second fiscal quarter of 2025 (the First Half 2025 Payment) and (ii) the remainder of each named executive officer’s full-year annual cash incentive award would be paid in a lump sum payment following the end of 2025 based on the Compensation Committee’s evaluation of our actual performance for the full year as measured against the achievement of the pre-established corporate and individual performance goals described below (the Second Half 2025 Payment). The Compensation Committee has traditionally determined that annual cash incentive awards would be paid in two installments to align with the incentive plan for our broader employee base, which awards a portion of employees’ bonuses mid-year for retention purposes.

Corporate Strategic Objectives

The Board approves annual strategic objectives for the Company, which are formulated by management to reflect the Company’s goals for that year, and the Compensation Committee utilizes these initiatives as the business performance goals upon which annual cash incentive award payouts are based. The 2025 strategic objectives involved delivering an exceptional and value-driven consumer experience, empowering dealers to increase profitability through quality consumer connections and actionable insights, strengthening our data capabilities to improve customer insights and engagement, and activities related to employee accountability and growth. Each of these initiative categories involved one or more quantitative and qualitative metrics as established by our management that had to be successfully completed for that portion of the initiative to be considered achieved.

For 2025 the threshold, target, and maximum performance levels for the strategic objectives actually achieved and the corresponding payout levels on a sliding scale under the 2025 Annual Incentive Plan were established as follows:

Corporate Financial Performance Goals

The Compensation Committee selected consolidated Gross Profit and consolidated adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), a non-GAAP financial measure, as the corporate financial performance measures for 2025. For purposes of the 2025 Annual Incentive Plan for our named

executive officers, we used consolidated Gross Profit and consolidated adjusted EBITDA, which include the results of discontinued operations relating to CarOffer. Please see our Annual Report for additional information regarding the wind-down of CarOffer.

The threshold, target, and maximum performance levels for consolidated Gross Profit and consolidated adjusted EBITDA, as set forth in our annual operating plan, and the corresponding payout levels on a sliding scale for achievement of such measures for our named executive officers under the 2025 Annual Incentive Plan, were established as follows:

We calculate consolidated adjusted EBITDA as GAAP consolidated net income, adjusted to exclude: consolidated depreciation and amortization, consolidated stock‑based compensation expense, consolidated transaction-related expenses, consolidated restructuring expenses, consolidated impairments, consolidated other income, net, and consolidated provision for income taxes.

The Compensation Committee determined that, for purposes of the 2025 Annual Incentive Plan, these corporate financial measures were the most appropriate performance measures to use in determining annual cash incentive awards for our named executive officers because, in its view, they were the best indicators of our successful execution of our annual operating plan. Thus, the threshold performance levels for these corporate performance measures were the minimum performance levels that had to be achieved before participants could earn any annual cash incentive awards relating to this measure. If the threshold performance level for a particular measure was not achieved, then no award payout would be made under the 2025 Annual Incentive Plan with respect to such measure.

The above-referenced performance objectives should not be interpreted as a prediction of how we will perform in future periods. As described above, the purpose of these objectives was to establish a method for determining the payment of annual cash incentive compensation in 2025. You are cautioned not to rely on these performance goals as a prediction of our future performance.

Individual Performance Goals

For purposes of the 2025 Annual Incentive Plan, the Compensation Committee authorized (i) Mr. Steinert to establish one or more individual performance goals for Mr. Trevisan’s annual cash incentive award opportunity and (ii) Mr. Trevisan to establish one or more individual performance goals for each of the other eligible named executive officers as part of the named executive officer’s annual cash incentive award opportunity. As part of our annual performance evaluation process, Messrs. Steinert and Trevisan, after consultation with Mr. Trevisan or each other named executive officer, respectively, established the named executive officer’s performance goals for the year. These performance goals were not intended to be formulaic, but rather to serve as the framework upon which Messrs. Steinert and Trevisan could evaluate the applicable named executive officer’s overall performance. Such performance goals were established with reference to each individual named executive officer’s position or function within the Company and included operational metrics that could reflect corporate or departmental goals or could include specific operational goals with respect to the named executive

officer’s area of responsibility. These performance goals also included the demonstration of leadership and effective decision-making, effective communication, promotion of our strategic objectives and values, and commitment to excellence and work ethic and could include more specific objectives for the named executive officer, such as the successful completion of major projects and organization capability building.

For our named executive officers in 2025 the Compensation Committee established performance ratings for the individual performance goals achieved and the corresponding payout levels under the 2025 Annual Incentive Plan as follows:

Our named executive officers were subject to reviews conducted by their respective direct managers at the conclusion of 2025 to evaluate their performance for the year. These evaluations were the basis for the assessment of their performance rating against the pre-established individual performance goals.

Weighting of Performance Goals

In February 2025, in connection with establishing the corporate and individual performance goals for the year, the Compensation Committee determined the relative weighting for our named executive officers with respect to the strategic objectives, the corporate financial performance goals, and the individual performance goals. For purposes of the 2025 Annual Incentive Plan, the weighting of the performance objectives and goals for our named executive officers was as follows:

2025 Annual Cash Incentive Award Results

The Compensation Committee determined and approved the First Half 2025 Payments for our named executive officers as follows:

In February 2026 the Compensation Committee determined and approved the Second Half 2025 Payments based on the appropriate total amounts to be paid to our named executive officers under the 2025 Annual Incentive Plan based on our actual performance for 2025 with respect to each strategic objective and corporate financial performance goal and each named executive officer’s individual performance against the named executive officer’s distinct performance goals. For 2025 the actual results against the targets set for the corporate components under the 2025 Annual Incentive Plan were as follows:

The target annual cash incentive award opportunities and the actual cash incentive award payments (inclusive of the First Half 2025 Payments) made to our named executive officers for 2025 were as follows:

The annual cash incentive award payments made to our named executive officers for 2025 are set forth in the “Summary Compensation Table” below.

Long-Term Incentive Compensation

Historically and during 2025 we have used RSU awards with time-based vesting requirements to retain, motivate, and reward our named executive officers for long-term increases in the value of our Class A common stock and, thereby, to align their interests with those of our stockholders.

Typically, the size and form of the equity awards granted to our named executive officers are determined by the Compensation Committee at a level that it believes is competitive with current market practices (with reference to our compensation peer group) and after taking into consideration each individual named executive officer’s role and the scope of responsibilities, qualifications, experience, past performance and expected future contributions, current equity holdings, and the potential equity awards to be granted to our other executive officers.

For its determination of the size and form of equity awards to be granted to our named executive officers in 2025, the Compensation Committee considered Compensia’s competitive market analysis, including a review of equity awards granted to executives holding comparable positions at the companies in our compensation peer group, as well as its own assessment of our 2024 performance and the other factors described in “2025 Named Executive Officer Compensation – Base Salary” above.

The Compensation Committee granted the following equity awards to our named executive officers in 2025:

Upon vesting, all of the RSU awards presented in the table above will be settled by issuing the number of shares of our Class A common stock underlying the RSUs that vested on such date. In addition, all such RSU awards provide for acceleration of vesting in the event the named executive officer’s employment is terminated by us without cause or by the named executive officer for good reason within 12 months following a Change of Control (as defined in the 2017 Plan).

The equity awards granted to our named executive officers in 2025 are set forth in the “Summary Compensation Table” and the “2025 Grants of Plan-Based Awards Table” below.

Welfare and Health Benefits

We have established a broad-based tax-qualified savings plan under Section 401(k) of the Code for our eligible U.S. employees, including our named executive officers, who satisfy certain eligibility requirements, including requirements relating to age and length of service. Currently, we match contributions made to the plan by our employees as follows: 50% of an employee’s calendar-year contributions, up to a maximum of 8% of the employee’s cash compensation paid during the period. Mandatory matching contributions may be subject to vesting based on an employee’s employment start date and length of service. Employees can designate the investment of their Section 401(k) accounts into a broad range of mutual funds. We do not allow investment in our Class A common stock through the Section 401(k) plan. We intend for the plan to qualify under Section 401(a) of the Code so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until withdrawn from the plan.

In addition, our named executive officers are eligible to receive the same employee benefits that are generally available to all of our U.S. CarGurus employees, subject to the satisfaction of certain eligibility requirements. These benefits include: medical, dental, and vision coverage; health savings and flexible spending accounts; paid time off; flexible hybrid work schedules or remote work on a case-by-case basis; employee assistance programs; short-term and long-term disability insurance; term life insurance; and fertility health and family-forming benefits, as well as paid access to certain wellness and family care resources.

In structuring our employee benefit programs, we seek to provide an aggregate level of benefits that are competitive with those provided by similar companies, compliant with applicable laws and practices, and affordable to our employees. We adjust these programs as needed based upon regular monitoring of applicable laws and practices, the competitive market, and our employees’ needs.

Perquisites and Other Personal Benefits

We do not view perquisites or other personal benefits as a significant element of our executive compensation program. Accordingly, we do not provide significant perquisites or other personal benefits to our named executive officers except as generally made available to our employees, or in situations where we believe it is appropriate to assist a named executive officer in the performance of the individual’s duties, to make our named executive officers more efficient and effective, and for recruitment and retention purposes. During 2025 we provided our named executive officers with a supplemental commuting benefit to and from our office in Boston, Massachusetts to allow them to more efficiently use commuting hours for business purposes. The amounts associated with this benefit are reflected in the “Summary Compensation Table” below.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as those described in the preceding paragraph. All future practices with respect to perquisites or other personal benefits for our named executive officers will be approved and subject to periodic review by the Compensation Committee.

Employment Arrangements

We have entered into employment offer letters with each of our named executive officers. For a summary of the material terms and conditions of our employment arrangements with our named executive officers, please see “Executive Employment Arrangements” below.

Post-Employment Compensation Arrangements

The employment offer letters with our named executive officers provide for certain protections in the event of their termination of employment under specified circumstances. We believe that these protections were necessary to induce these individuals to forego other opportunities or leave their then-current employment for the uncertainty of a demanding position in a new and unfamiliar organization. We also believe that these arrangements continue to serve our executive retention objectives by helping our named executive officers maintain continued focus and dedication to their responsibility to maximize stockholder value.

For a summary of the material terms and conditions of the post-employment compensation arrangements with our named executive officers, please see “Executive Employment Arrangements” below. For an estimate of the value of payments and benefits that our named executive officers would have been eligible to receive if a hypothetical change of control or other trigger event had occurred on December 31, 2025, please see “Potential Payments upon Termination of Employment or Change in Control” below.

Other Compensation Policies

Insider Trading Policy

We have adopted an Insider Trading Policy that applies to our directors, employees, and certain other persons as may be designated by the administrator of such policy. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations with respect to the purchase, sale, and/or other dispositions of our securities, as well as the applicable rules and regulations of Nasdaq. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report.

Hedging and Pledging Policy

Our Insider Trading Policy prohibits our directors, employees, and certain other persons as may be designated by the administrator of such policy from engaging in short-term trading of our securities, short sales of our securities, buying or selling puts or calls or other derivative securities on our securities, or entering into hedging or monetization transactions or similar arrangements with respect to our securities without prior approval from the policy administrator. In addition, our Insider Trading Policy prohibits our directors, employees, and certain other persons as may be designated by the administrator of such policy from holding our securities in a margin account or pledging our securities as collateral for a loan without prior approval from the policy administrator.

Compensation Clawback Policy

Effective October 2, 2023, the Clawback Policy was amended in order to comply with Nasdaq listing standards implementing Exchange Act Rule 10D-1. If we are required to prepare an accounting restatement due to a material noncompliance of the Company with any financial reporting requirement under the securities law (a Restatement), the Clawback Policy provides for, among other things, the mandatory recovery by the Company of erroneously awarded incentive-based compensation (i.e., incentive-based compensation that was based on the attainment of a financial reporting measure) from persons who served as an executive officer of the

Company (the Executive Officers) at any time during the performance period for such incentive-based compensation and who received such compensation during the three fiscal years preceding the date on which the Company is required to prepare the Restatement (the Recovery Period). The compensation to be recovered is the amount in excess of what would have been paid based on the restated results. Recovery is required on a “no fault” basis, without regard to whether any misconduct occurred and without regard to whether an Executive Officer was responsible for the erroneous financial statements.

The Clawback Policy also provides that if we are required to prepare a Restatement, then the Board (or a committee thereof) may take, in its discretion, such actions as it deems necessary to recover from any other current or former employee that is covered by the Clawback Policy (i.e., an individual that the Board determines contributed to the Restatement through willful misconduct, fraud, or a breach of a fiduciary duty) (a Participating Employee and together with the Executive Officers, the Covered Persons) any incentive-based equity compensation received by such Participating Employee during the Recovery Period that is determined to be in excess of what would have been paid based on the restated results.

The Clawback Policy further provides for the recovery of excess incentive-based cash and equity compensation from a Covered Person that the Board (or a committee thereof) determines, in its discretion, has engaged in Detrimental Conduct (i.e., willful misconduct, fraud, the violation of a law or regulation, or non-compliance with Company policies that (in the case of each of the foregoing) has resulted, or is reasonably likely to result, in a material adverse impact on the Company’s financial results, operations, or reputation), to the extent such compensation was granted during the one-year period preceding the date of the Detrimental Conduct or any time thereafter.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

Tax and Accounting Considerations

Deductibility of Executive Compensation

In determining executive compensation, the Compensation Committee considers the possible income tax consequences to the Company and to our executive officers.

Generally, Section 162(m) of the Code disallows a federal income tax deduction for public corporations of remuneration in excess of $1 million paid for any fiscal year to certain current or former executive officers. To maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term corporate goals and objectives, the Compensation Committee has not adopted a policy that all compensation must be deductible. Therefore, the Compensation Committee may approve base salaries and other compensation awards for our executive officers that may not be fully deductible because of the deduction limit of Section 162(m).

Accounting for Stock-Based Compensation

We follow FASB ASC Topic 718 for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of the Board, including RSU awards that may be settled in shares of our Class A common stock, options to purchase shares of our Class A common stock, and other stock awards, based on the grant date “fair value” of these awards. For RSU awards that may be settled in shares of our Class A common stock, the grant date fair value is determined using the closing price of our Class A common stock. For options to purchase shares of our Class A common stock, the grant date fair value is determined utilizing the Black-Scholes option-pricing model, a generally accepted option valuation methodology. FASB ASC Topic 718 also requires us to recognize the compensation cost of our stock-based compensation awards in our income statements over the period that an employee or director is required to render service in exchange for an RSU award, stock option, or other stock award.

This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.

Compensation Committee Report

The report of the Compensation Committee is not considered to be “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

By the Compensation Committee of the Board of Directors of CarGurus, Inc.

Stephen Kaufer (Chair)

Steven Conine

Executive Compensation Tables

Summary Compensation Table

The following table presents for the years ended December 31, 2025, 2024, and 2023, the compensation paid or awarded to, or earned by, our named executive officers.

2025 Grants of Plan-Based Awards Table

The following table presents, for each of our named executive officers, information concerning each grant of a cash or equity award made during the year ended December 31, 2025.