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Midas Edge

CarGurus Inc

For the period ended Dec 31, 2024. Filed Feb 20, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 20, 2025

CARG$33.74-6.7%Stored close · as of Nov 6, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 16. Form 10-K Summary

EXHIBIT INDEX

Incorporated by Reference
ExhibitNumber · Exhibit Description · Form · FileNumber · Filing Date · ExhibitNumber · Filed or FurnishedHerewith
2.1Membership Interest Purchase Agreement dated as of December 9, 2020, as amended, by and among the Registrant, CarOffer, LLC, CarOffer Investors Holding, LLC (“TopCo”), the Members of TopCo and Bruce T. Thompson.10-K001-38233February 12, 20212.1
2.2Membership Interest Purchase Agreement, dated November 6, 2023, by and among CarGurus, Inc., CarOffer, LLC, CarOffer Investors Holding, LLC, CarOffer MidCo, LLC, each of the persons set forth on Schedule 1.1(a) thereto, and Bruce T. Thompson.*8-K001-38233November 7, 20232.1
3.1Fourth Amended and Restated Certificate of Incorporation of the Registrant.8-K001-38233October 16, 20173.1
3.2Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation.8-K001-38233June 6, 20243.1
3.3Third Amended and Restated Bylaws of the Registrant.8-K001-38233June 6, 20243.2
4.1Specimen Class A common stock certificate of the Registrant.S-1/A333-220495September 29, 20174.1
4.2Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934.10-K001-38233February 26, 20244.2
10.1Form of Indemnification Agreement between the Registrant and each of its directors and officers.S-1333-220495September 15, 201710.1
10.2#Amended and Restated 2006 Equity Incentive Plan.S-1333-220495September 15, 201710.2
10.3#Amended and Restated 2015 Equity Incentive Plan and forms of agreements thereunder.S-1/A333-220495September 29, 201710.3
10.4#Omnibus Incentive Compensation Plan and forms of agreements thereunder.10-K001-38233February 12, 202110.4
10.4.1#Form of Executive Nonqualified Stock Option Grant Agreement.10-K001-38233February 12, 202110.4.1
10.4.2#Form of Executive Time-Based Restricted Stock Unit Agreement.10-Q001-38233May 3, 201810.3
10.4.3#Form of Executive Performance-Based Restricted Stock Unit Agreement.10-K001-38233February 12, 202110.4.3
10.4.4#Form of Amendment to Performance Restricted Stock Unit Agreement.10-K001-38233February 25, 202210.31
10.4.5#Form of Non-Employee Director Restricted Stock Unit Agreement.8-K001-38233March 26, 201810.1
10.5#CarGurus, Inc. Annual Incentive Plan.8-K/A001-38233April 6, 201810.1
10.6#Offer Letter, dated March 17, 2006, by and between the Registrant and Langley Steinert.S-1333-220495September 15, 201710.5
10.7#Offer Letter, dated August 10, 2015, by and between the Registrant and Jason Trevisan.S-1333-220495September 15, 201710.6
10.8#Offer Letter, dated October 24, 2014, by and between the Registrant and Samuel Zales.S-1333-220495September 15, 201710.7
10.9#Offer Letter, dated October 16, 2023, by and between the Registrant and Elisa Palazzo.8-K001-38233October 30, 202310.1
10.10#Relocation Repayment Agreement, dated October 16, 2023, by and between the Registrant and Elisa Palazzo.8-K001-38233October 30, 202310.2
10.11#Offer Letter, dated December 1, 2021, by and between the Registrant and Matthew Quinn.10-Q001-38233May 9, 202310.1
10.12#Offer Letter, dated September 29, 2023, by and between Registrant and Zachary Hallowell.10-Q001-38233August 8, 202410.1
10.13Lease, dated as of October 8, 2014, by and between the Registrant and BCSP Cambridge Two Property LLC.S-1333-220495September 15, 201710.8
10.14First Amendment to Lease, dated as of October 27, 2015, between BCSP Cambridge Two Property LLC and the Registrant.10-Q001-38233November 5, 202010.2
10.15Second Amendment to Lease, dated as of September 28, 2020, between Two Canal Park Massachusetts, LLC, as successor-in-interest to BCSP Cambridge Two Property LLC, and the Registrant.10-Q001-38233November 5, 202010.3
10.16Office Lease Agreement, dated as of March 11, 2016, by and between 55 Cambridge Parkway, LLC and the Registrant.S-1333-220495September 15, 201710.9
10.17First Amendment to Lease, dated as of July 30, 2016 by and between 55 Cambridge Parkway, LLC and the Registrant.S-1333-220495September 15, 201710.10
10.18Second Amendment to Lease, dated as of August 30, 2019 by and between 55 Cambridge Parkway, LLC and the Registrant.10-Q001-38233November 5, 201910.1
10.19Third Amendment to Lease, dated as of July 1, 2020, between 55 Cambridge Parkway, LLC and the Registrant.10-Q001-38233November 5, 202010.1
10.20Fourth Amendment to Lease, dated as of July 11, 2024, between 55 Cambridge Parkway, LLC and the Registrant.*10-Q001-38233November 7, 202410.1
10.21Lease Agreement, dated as of June 19, 2018, by and between US Parcel A, LLC and the Registrant.8-K001-38233June 20, 201810.1
10.22Indenture of Lease between S&A P-12 Property LLC and the Registrant, dated as of December 19, 2019.8-K001-38233December 20, 201910.1
10.23First Amendment to Lease between S&A P-12 Property LLC and the Registrant, dated as of June 12, 2020.10-Q001-38233August 6, 202010.3
10.24Letter Agreement regarding Lease between P-12 Property LLC (as successor-in-interest to S&A P-12 Property LLC) and the Registrant, dated as of March 19, 2024.10-Q001-38233May 9, 202410.2
10.25Change Orders dated April 12, 2024 and May 3, 2024 to Indenture of Lease between P-12 Property LLC (as successor-in-interest to S&A P-12 Property LLC) and the Registrant, dated as of December 19, 2019, as amended.*10-Q001-38233August 8, 202410.2
10.26Sublease, dated October 6, 2021, by and between the Registrant and HubSpot, Inc.10-K001-38233February 25, 202210.29
10.27First Amendment to Sublease, dated July 31, 2022, by and between the Registrant and HubSpot, Inc.10-Q001-38233November 8, 202210.2
10.28Second Amendment to Sublease, dated April 30, 2024, by and between the Registrant and HubSpot, Inc.10-Q001-38233August 8, 202410.3
10.29Sublease, dated December 23, 2021, by and between the Registrant and Amylyx Pharmaceuticals, Inc.10-K001-38233February 25, 202210.30
10.30First Amendment to Sublease, dated March 23, 2022, by and between the Registrant and Amylyx Pharmaceuticals, Inc.10-Q001-38233May 9, 202210.1
10.31Office Lease Agreement, dated April 28, 2022, by and between FSP Addison Circle Limited Partnership and CarOffer, LLC.*10-K001-38233February 26, 202410.31
10.32First Amendment to Office Lease Agreement, dated November 1, 2023, by and between FSP Addison Circle Limited Partnership and CarOffer, LLC.10-K001-38233February 26, 202410.32
10.33Third Amended and Restated Limited Liability Company Agreement, dated November 23, 2021, by and among the Registrant, TopCo, the Members of TopCo, and CarOffer MidCo, LLC.10-K001-38233February 25, 202210.27
10.34Corrective Amendment, dated May 6, 2022, to Third Amended and Restated Limited Liability Company Agreement of CarOffer, LLC, dated November 23, 2021, by and among the Registrant, CarOffer, LLC, TopCo, and CarOffer Midco, LLC.10-Q001-38233May 9, 202210.5
10.35Credit Agreement, dated September 26, 2022, by and among the Registrant, as borrower, PNC Bank, National Association, as administrative agent, collateral agent and an L/C Issuer, and the other lenders, L/C Issuers and other parties party thereto*8-K001-38233September 29, 202210.1
19.1CarGurus, Inc. Insider Trading Policy.X
21.1List of Subsidiaries of the Registrant.X
23.1Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.X
31.1Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
31.2Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.X
32.1**Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.X
32.2** · Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1CarGurus, Inc. Compensation Clawback Policy.10-K001-38233February 26, 202497.1
101.INSInline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.X
104The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 has been formatted in Inline XBRL.X
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.