📜 What This Document Is 📄

This document is a Proxy Statement (DEF 14A). Think of it as a comprehensive instruction manual that CarGurus is giving its stockholders ahead of the Annual Meeting. Its purpose is not to report financial results, but instead to provide all the background information and details necessary for shareholders to vote on company governance issues and elect directors.

The central action is the 2026 Annual Meeting of Stockholders, which is scheduled for Wednesday, June 3, 2026, at 2:00 p.m. Eastern Time. 👉 Your primary role as a shareholder is to read this material and exercise your vote on the matters proposed by the Board of Directors.

⚙️ The Annual Meeting Logistics and Proposals 🗓️

The Annual Meeting will be held entirely virtually. Stockholders can access the meeting via a live audio webcast at www.virtualshareholdermeeting.com/CARG2026. The meeting is facilitated by the Board of Directors, with Javier Zamora serving as General Counsel and Corporate Secretary.

The Board has three main proposals requiring shareholder votes:

• 1. Election of Directors: Stockholders vote to elect two Class III directors, each set to serve for a three-year term.
• 2. Ratification of Auditor: Stockholders vote to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the year ending December 31, 2026.
• 3. Advisory Compensation Vote: Stockholders vote (on a non-binding advisory basis) to approve the compensation of the named executive officers for 2025.

👉 To vote, stockholders must be of record as of the close of business on the record date: April 10, 2026.

🏢 Corporate Identity and Culture 🌐

While this filing is about governance, it gives us a clear sense of the company's purpose and values. CarGurus operates in the highly competitive automotive market. Its corporate culture is framed around being data-driven, transparent, and constantly innovating.

They emphasize that their business model is built on a network of relationships—connecting consumers and dealers. Key company values include:

• Pioneering: Taking ownership and being decisive.
• Data-Driven: Making decisions based on facts and insights.
• Collaboration: Working together to improve.
• Integrity: Exhibited through social responsibility.

👉 The company highlights its commitment to social good through the "Drive Change" program, which supports local communities. In 2025, they awarded approximately $460,000 through employee efforts and an additional $271,000 supporting 53 dealerships.

👔 Governance and Board Structure 🏛️

This section outlines the framework that oversees the company's decisions, ensuring accountability to shareholders. The Board is committed to maintaining "the highest standards of ethics, business integrity, and corporate governance."

• Board Composition: The Board currently consists of seven members, divided into three classes.
• Independence: A notable point is that five out of the seven directors are independent, and all members of the key committees (Audit and Compensation) are independent directors.
• Controlled Company Status: The Board notes that CarGurus is a “controlled company” because Mr. Langley Steinert controls a majority of the combined voting power.
  • Why it matters: Because of this status, the company can utilize certain corporate governance exemptions that would otherwise apply to Nasdaq-listed companies, such as not requiring a nominating committee composed solely of independent directors.
• Leadership Structure: The Board has established the leadership roles where Langley Steinert acts as both the Executive Chair and the Chair of the Board.
  • Management View: The Board believes that while they could separate the Chair and CEO roles, "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."

💰 Compensation Philosophy and Incentives 💲

The compensation program is structured under a "pay-for-performance philosophy," meaning that much of executive pay is directly tied to the company's success. This is designed to ensure that executive interests are closely aligned with those of the stockholders.

• Performance Focus: For 2025, 91.4% of the CEO’s total direct compensation and 89.6% of other named executive officers' compensation was performance-based and "at-risk." This means high pay is contingent on achieving corporate goals.
• Incentive Payment Structure: Annual cash incentive awards are paid in two installments:
  1. First Half 2025 Payment: 40% of the target amount, paid after the second fiscal quarter.
  2. Second Half 2025 Payment: The remaining balance, paid after the end of 2025, based on the full year's performance.

🧑‍💼 Named Executive Officer Salary Reviews 📈

The annual salary review process uses a mix of internal assessment and external data from a "compensation peer group" (companies that operate in the same industry and compete for talent).

• Mr. Jason Trevisan (CEO): His base salary increased from $625,000 in 2024 to $655,000 in 2025 (a 4.8% increase).
• Mr. Quinn: Base salary increased from $410,000 to $420,000 (a 2.4% increase).
• Mr. Zales: Base salary increased from $550,000 to $565,000 (a 2.7% increase).
• Mr. Langley Steinert: At his request, his annual base salary was maintained at $10,000 for 2025, keeping his interests aligned with stockholders.

🔄 Transition of CFO: Ms. Palazzo 💼

Ms. Palazzo stepped down as the Chief Financial Officer and Treasurer on March 7, 2025.

• In connection with her departure, she received accrued compensation and a severance payment of $292,500 (representing nine months of her base salary).
• She waived her right to reimbursement for COBRA premiums.

🔍 Key Business Performance Metrics 📊

The filing is highly detailed about how the company measures success. It defines four key metrics for investors and analysts. Understanding these metrics is crucial, as they tell you how CarGurus defines its own growth and value proposition.

• Monthly Unique Users (MUUs): This tracks individuals who visited any of CarGurus' websites and took a "Visitor Action" (like searching or connecting with a dealer).
  • What it measures: The quality of the user experience, the effectiveness of advertising, and the strength of brand awareness.
• Monthly Sessions: This counts the distinct visits that include a Visitor Action.
  • What it measures: The volume of consumer satisfaction and engagement with the marketplace.
• Number of Paying Dealers: This counts dealer accounts with active, paid subscriptions.
  • Why it matters: This metric signals the value proposition of the company’s product, indicating the success of their sales and marketing efforts and their ability to retain partners.
• Quarterly Average Revenue per Subscribing Dealer (QARSD): This measures the revenue from subscription products in a quarter divided by the average number of paying dealers in that quarter.
  • What it measures: QARSD growth is an indicator of the value proposition and the return on investment that paying dealers receive.

🗓️ How to Vote and Key Dates 🗳️

The voting process is made simple by offering multiple methods, ensuring stockholders can participate regardless of their convenience.

• Record Date: April 10, 2026.
• Annual Meeting Date: June 3, 2026.
• Online Voting Options: Stockholders can vote by internet, phone, or mail.
  • Deadline: All proxy votes must be received no later than 11:59 p.m. Eastern Time on June 2, 2026.
• Required Information: Voters must use their 16-digit control number.

⚠️ Special Note on "Broker Non-Votes": For Proposals 1 (Directors) and 3 (Compensation), if a beneficial owner does not give specific voting instructions to their broker, the broker has no authority to vote those shares. Only Proposal 2 (Auditor Ratification) is considered a routine matter that the broker can vote on at their discretion.

📞 Contact Information 🗺️

For any questions regarding proxy materials or the Annual Meeting, there are several contact points:

• Investor Relations (General):
  • Address: 1001 Boylston Street, 16th Floor, Boston, Massachusetts 02115
  • Telephone: (617) 354-0068
• Legal Department (Shares Held Directly):
  • Telephone: (617) 354-0068

🧠 The Analogy

Voting at the Annual Meeting is like being a judge overseeing a professional sports league. The proxy statement isn't the game itself; it's the rulebook, the roster, and the performance metrics for the year. When you vote, you are deciding which directors should be on the bench (governance), if the current coaches' salary and bonuses are fair (compensation), and whether the league's official scorekeepers (the auditors) are reliable enough to report the final scores. You are voting on the rules and the people who run the game, not the final score.

🧩 Final Takeaway

This proxy statement serves as the comprehensive governance guide for CarGurus' stockholders, detailing the board structure, the rationale behind executive pay, and the specific mechanics for voting on director elections and company oversight matters. All stockholders must ensure their votes are submitted by June 2, 2026, to be counted.