CarGurus Inc

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, or Annual Report, 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 Annual Report include statements about:

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our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses, ability to generate cash flow, and ability to achieve and maintain future profitability;

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our growth strategies and our ability to effectively manage any growth;

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the value proposition of our product offerings for dealers and consumers;

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the ability of our combined suite of offerings to increase a dealer’s return on investment, add scale to our marketplace network, create synergies for dealers, and become the marketplace for all steps of the vehicle acquisition and sale processes;

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our evolution to becoming a transaction-enabled platform where consumers can shop, buy, seek financing, and sell their cars and dealers can price, source, market, and sell their cars;

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the value proposition of the CarOffer, LLC, or CarOffer, online wholesale platform;

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our ability to deliver quality leads at a high volume for our dealer customers and to provide the highest return on a dealer’s investment;

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our expectations for CarGurus Sell My Car (Instant Max Cash Offer and Top Dealer Offers) as well as our digital retail offerings and continued investments;

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our ability to maintain and acquire new customers;

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our ability to maintain and build our brand;

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our belief that our partnerships with automotive lending companies provide more transparency to car shoppers and deliver highly qualified car shopper leads to participating dealers;

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the impact of competition in our industry and innovation by our competitors;

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our ability to adapt to technological change and effectively enhance, innovate, and scale our platform and offerings;

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our ability to realize benefits from our acquisitions and successfully implement the integration strategies in connection therewith;

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impairments of the carrying value of our goodwill or other assets;

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our ability to overcome challenges facing the automotive industry ecosystem, including inventory supply problems, global supply chain challenges, changes to trade policies, financial market volatility and disruption, increased interest rates, inflationary concerns, and other macroeconomic issues, including uncertain economic conditions in the United States, or U.S., and abroad;

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our expectations regarding cash generation and the sufficiency of our cash to fund our operations;

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our expected returns on investments;

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our expectations regarding our deferred tax assets;

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the impact of changes in tax law and related guidance and regulations that may be implemented, including on tax rates;

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our expectations regarding our expenses generally, including general and administrative, product, technology, and development, and sales and marketing expenses;

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domestic and global economic conditions affecting us or our customers;

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our expectations regarding the funding of our share repurchase program;

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our revolving credit facility;

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our ability to adequately protect our intellectual property;

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our ability to attract, hire, and retain necessary qualified employees to expand our operations;

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the impact of accounting pronouncements;

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our ability to stay abreast of, and effectively comply with, new or modified laws and regulations that currently apply or become applicable to our business and our beliefs regarding our compliance therewith;

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the impact of litigation and the potential impact of unasserted claims; and

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the future trading prices of our Class A common stock.

You should not rely upon forward‑looking statements as predictions of future events. We have based the forward‑looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we 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 this Annual Report. Moreover, 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 Annual Report. 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. We cannot assure you that the results, events, and circumstances reflected in the forward‑looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward‑looking statements.

The forward‑looking statements made in this Annual Report speak only as of the date of this Annual Report. We undertake no obligation to update any forward‑looking statement made in this Annual Report to reflect events or circumstances after the date of this Annual Report 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., CarOffer® is a registered trademark of CarOffer, LLC, and PistonHeads® is a registered trademark of CarGurus Ireland Limited in the United Kingdom, or the U.K., and the European Union, or EU. 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 Annual Report.