CarGurus, Inc.
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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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.
FY2025 · Filed Feb 19, 2026
CARG$34.55+2.4%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
EXHIBIT INDEX
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · FileNumber · Filing Date · ExhibitNumber · Filed or FurnishedHerewith | |||||
| 3.1 | Fourth Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-38233 | October 16, 2017 | 3.1 |
| 3.2 | Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation. | 8-K | 001-38233 | June 6, 2024 | 3.1 |
| 3.3 | Third Amended and Restated Bylaws of the Registrant. | 8-K | 001-38233 | June 6, 2024 | 3.2 |
| 4.1 | Specimen Class A common stock certificate of the Registrant. | S-1/A | 333-220495 | September 29, 2017 | 4.1 |
| 4.2 | Description of the Registrant’s Securities Registered Under Section 12 of the Securities Exchange Act of 1934. | 10-K | 001-38233 | February 26, 2024 | 4.2 |
| 10.1 | Form of Indemnification Agreement between the Registrant and each of its directors and officers. | S-1 | 333-220495 | September 15, 2017 | 10.1 |
| 10.2# | Amended and Restated 2015 Equity Incentive Plan and forms of agreements thereunder. | S-1/A | 333-220495 | September 29, 2017 | 10.3 |
| 10.3# | Omnibus Incentive Compensation Plan and forms of agreements thereunder. | 10-K | 001-38233 | February 12, 2021 | 10.4 |
| 10.3.1# | Form of Executive Nonqualified Stock Option Grant Agreement. | 10-K | 001-38233 | February 12, 2021 | 10.4.1 |
| 10.3.2# | Form of Executive Time-Based Restricted Stock Unit Agreement. | 10-Q | 001-38233 | May 3, 2018 | 10.3 |
| 10.3.3# | Form of Executive Performance-Based Restricted Stock Unit Agreement. | 10-K | 001-38233 | February 12, 2021 | 10.4.3 |
| 10.3.4# | Form of Amendment to Performance Restricted Stock Unit Agreement. | 10-K | 001-38233 | February 25, 2022 | 10.31 |
| 10.3.5# | Form of Non-Employee Director Restricted Stock Unit Agreement. | 8-K | 001-38233 | March 26, 2018 | 10.1 |
| 10.4# | CarGurus, Inc. Annual Incentive Plan. | 8-K/A | 001-38233 | April 6, 2018 | 10.1 |
| 10.5# | Offer Letter, dated March 17, 2006, by and between the Registrant and Langley Steinert. | S-1 | 333-220495 | September 15, 2017 | 10.5 |
| 10.6# | Offer Letter, dated August 10, 2015, by and between the Registrant and Jason Trevisan. | S-1 | 333-220495 | September 15, 2017 | 10.6 |
| 10.7# | Offer Letter, dated October 24, 2014, by and between the Registrant and Samuel Zales. | S-1 | 333-220495 | September 15, 2017 | 10.7 |
| 10.8# | Offer Letter, dated October 16, 2023, by and between the Registrant and Elisa Palazzo. | 8-K | 001-38233 | October 30, 2023 | 10.1 |
| 10.9# | Relocation Repayment Agreement, dated October 16, 2023, by and between the Registrant and Elisa Palazzo. | 8-K | 001-38233 | October 30, 2023 | 10.2 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | FileNumber | Filing Date | ExhibitNumber | Filed or FurnishedHerewith |
| 10.10# | Separation Agreement and General Release, dated February 23, 2025, by and between the Registrant and Elisa Palazzo.* | 8-K | 001-38233 | May 8, 2025 | 10.1 | |
| 10.11# | Offer Letter, dated December 1, 2021, by and between the Registrant and Matthew Quinn. | 10-Q | 001-38233 | May 9, 2023 | 10.1 | |
| 10.12# | Offer Letter, dated October 17, 2023, by and between the Registrant and Ismail Elshareef. | 10-Q | 001-38233 | August 7, 2025 | 10.1 | |
| 10.13# | Relocation Repayment Agreement, dated October 17, 2023, by and between the Registrant and Ismail Elshareef. | 10-Q | 001-38233 | August 7, 2025 | 10.2 | |
| 10.14 | Lease Agreement, dated as of June 19, 2018, by and between US Parcel A, LLC and the Registrant. | 8-K | 001-38233 | June 20, 2018 | 10.1 | |
| 10.15 | Indenture of Lease between S&A P-12 Property LLC and the Registrant, dated as of December 19, 2019. | 8-K | 001-38233 | December 20, 2019 | 10.1 | |
| 10.16 | First Amendment to Lease between S&A P-12 Property LLC and the Registrant, dated as of June 12, 2020. | 10-Q | 001-38233 | August 6, 2020 | 10.3 | |
| 10.17 | Letter 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-Q | 001-38233 | May 9, 2024 | 10.2 | |
| 10.18 | Change 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-Q | 001-38233 | August 8, 2024 | 10.2 | |
| 10.19 | Office Lease Agreement, dated April 28, 2022, by and between FSP Addison Circle Limited Partnership and CarOffer, LLC.* | 10-K | 001-38233 | February 26, 2024 | 10.31 | |
| 10.20 | First Amendment to Office Lease Agreement, dated November 1, 2023, by and between FSP Addison Circle Limited Partnership and CarOffer, LLC. | 10-K | 001-38233 | February 26, 2024 | 10.32 | |
| 10.21 | Credit 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-K | 001-38233 | September 29, 2022 | 10.1 | |
| 19.1 | CarGurus, Inc. Insider Trading Policy. | 10-K | 001-38233 | February 20, 2025 | 19.1 | |
| 21.1 | List of Subsidiaries of the Registrant. | X | ||||
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | FileNumber | Filing Date | ExhibitNumber | Filed or FurnishedHerewith |
| 23.1 · Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. · X | ||||||
| 31.1 · Certification of Principal Executive Officer and 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 and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 97.1 | CarGurus, Inc. Compensation Clawback Policy. | 10-K | 001-38233 | February 26, 2024 | 97.1 | |
| 101.INS | Inline 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.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. | X | ||||
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 has been formatted in Inline XBRL. | X | ||||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.