CarGurus Annual Report 2025

FY2025 Annual Report · CarGurus
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Annual Report
2025


April 22, 2026
My Fellow Stockholders,
In 2025 CarGurus delivered a year of transformative innovation. We expanded how we serve dealers and
consumers as an AI-driven marketplace, software, and data company while continuing to build on the trust
and transparency that deﬁne our brand. These efforts delivered strong results. Revenue from continuing
operations grew 14% year-over-year, our second consecutive year of double-digit growth, and we
continued to generate strong proﬁtability while returning value to stockholders through approximately
$350 million of share repurchases during the year. This progress was anchored on three drivers of value
creation to guide our strategic priorities:
1.
Expanding our suite of data-driven solutions across dealer workﬂows to drive more proﬁtable
businesses,
2.
Powering a more intelligent and seamless car-shopping journey for consumers, and
3.
Enabling dealers and consumers to complete more of the transaction online.
Each of these priorities begins at the point of retail. The real-time demand, pricing, and inventory signals
generated at scale across our marketplace are the underlying foundation of the products we build for
dealers and consumers, enabling better decisions for dealers and more informed experiences for
shoppers.
Building on this foundation, our platform strategy is centered on AI-driven products and predictive
intelligence that empower dealers to make more proﬁtable decisions and sell more cars. In 2025, on
average, we ingested approximately half a billion ﬁrst-party shopper signals each day and used that data
to power intelligence embedded directly into dealer operations. Our intelligence reports, Dealer Data
Insights, have become central to how dealers operate on our platform, with approximately 60% of global
paying dealers using them in 2025. We have begun and plan to continue leveraging these insights to
expand beyond marketing into additional dealer workﬂows, including inventory, conversion, and data,
more than doubling our addressable market and creating new opportunities to increase dealer wallet
share. Last year we continued introducing new products that help dealers act on these insights, delivering
predictive recommendations powered by real-time shopper demand and supply signals. This includes New
Car Exposure, which gives dealers more sophisticated control of new vehicle marketing, and PriceVantage,
our ﬁrst specialized software product designed to support data-driven pricing decisions.
As we strengthen our dealer solutions, we are also powering a more intelligent and seamless journey for
car shoppers, from initial research through purchase. In 2025 we introduced CG Discover, a generative AI
search
experience
that
translates
conversational
prompts
from
shoppers
into
personalized
recommendations tied to active listings. This has driven higher engagement, with Discover users spending
4.4x more time on our site than regular site visitors in the fourth quarter of 2025. These interactions
generate richer demand and pricing signals, which we translate into insights that we provide to dealers.
We also introduced Dealership Mode to our app, moving us beyond the lead stage and into purchase
decisions at the dealership, helping consumers with their biggest pain point after submitting a lead and
enabling us to close the purchase loop more fully. Together, these innovations support growth in our direct
and owned channels while improving the consumer experience and moving shoppers further down the
funnel. We believe this leads to higher-intent leads, stronger attribution, and higher return on investment
for our dealers.

Collectively, these innovations enable dealers and consumers to complete more of the transaction online,
helping to streamline the transition from online discovery to in-dealership engagement. We continued to
scale Digital Deal, reaching 13,500 global dealers. Embedding key high-value actions, like applying for
ﬁnancing or scheduling appointments, earlier in the shopping journey helps drive higher-intent shoppers
and better conversion opportunities for dealers as consumers complete meaningful steps of the
transaction prior to arriving at the dealership. This reﬂects how consumers want to shop today, with 83% of
buyers saying they want to complete more of the shopping process from home, while 86% ultimately see
the car in person1. Sell My Car complements this transition by enabling consumers to move seamlessly from
researching and shopping for vehicles to valuing and trading in their own car, further streamlining the
in-dealership experience while helping dealers source high-quality inventory. By combining online
convenience with the in-person experience, we believe we are helping dealers connect with more qualiﬁed
shoppers and improve their conversion to sales while giving consumers greater clarity and conﬁdence
throughout the purchase process.
As we continue innovating, we remain focused on investing where we believe we have the strongest
competitive advantage and the greatest long-term opportunity. Following a strategic review, we made the
prudent decision to wind down the CarOffer transactions business while retaining the technology,
predictive analytics, and data developed through the platform. These capabilities have strengthened our
inventory and pricing intelligence and reinforced the value of our marketplace.
In 2025 we delivered meaningful progress across our platform, introducing new products that deepened
engagement with both dealers and consumers while expanding our addressable markets. As we extend
beyond listings into software and data solutions, our AI-driven products are increasingly embedded in how
our dealers operate and how our consumers shop, which we believe will create a long runway for growth.
At the same time, we remain focused on disciplined capital allocation, including a new share repurchase
authorization approved by our Board of Directors for 2026.
None of this progress would be possible without the dedication of our employees, the continued
partnership of the dealers and consumers who rely on our platform, and the ongoing support of our
investors as we continue to execute on our strategy. We are grateful for your trust and excited about the
opportunities ahead.
Sincerely,
Jason Trevisan
Chief Executive Officer and Director
12025 CarGurus Consumer Insight Report (December 2025)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C .20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from _________________ to _________________
Commission File Number: 001-38233
CARGURUS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
04-3843478
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1001 Boylston Street, 16th Floor Boston, Massachusetts 02115
(Address of principal executive offices Zip Code)
(617) 354-0068
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock, par value $0.001 per share
CARG
The Nasdaq Stock Market LLC (Nasdaq Global Select Market)
(Title of Each Class)
(Trading Symbol)
(Name of Each Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark:
Yes
No
• if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☒
☐
• if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
☐
☒
• whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
☒
☐
• whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
☒
☐
• whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Small reporting company
☐
Emerging growth company
☐
• If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
☐
• whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report.
☒
• If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
☐
• whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b).
☐
• whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
☒
The aggregate market value of the registrant’s Class A common stock, par value $0.001 per share, held by non-affiliates of the registrant based on the closing price of the
registrant’s common stock as reported on the Nasdaq Global Select Market on the last business day of the registrant’s most recently completed second fiscal quarter was
$1,739,144,042. Shares of voting and non-voting stock held by executive officers, directors, and holders of more than 10% of the outstanding stock as of such date have been
excluded from this calculation because such persons or institutions may be deemed affiliates. This determination of affiliate status is not a conclusive determination for other
purposes.
As of February 12, 2026, the registrant had 80,972,897 shares of Class A common stock, and 14,216,250 shares of Class B common stock, par value $0.001 per share,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its 2026 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form
10-K. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates. Except
with respect to information specifically incorporated by reference in this Form 10-K, the proxy statement is not deemed to be filed as part of this Form 10-K.

Table of Contents
PART I
3
Item 1.
Business
3
Item 1A.
Risk Factors
19
Item 1B.
Unresolved Staff Comments
44
Item 1C.
Cybersecurity
44
Item 2.
Properties
45
Item 3.
Legal Proceedings
45
Item 4.
Mine Safety Disclosures
45
PART II
46
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
46
Item 6.
[Reserved]
48
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
49
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
71
Item 8.
Financial Statements and Supplementary Data
72
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
120
Item 9A.
Controls and Procedures
120
Item 9B.
Other Information
124
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
124
PART III
125
Item 10.
Directors, Executive Officers and Corporate Governance
125
Item 11.
Executive Compensation
125
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
125
Item 13.
Certain Relationships and Related Transactions, and Director Independence
125
Item 14.
Principal Accountant Fees and Services
125
PART IV
126
Item 15.
Exhibits and Financial Statement Schedules
126
Item 16.
Form 10-K Summary
126

1
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:
•
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;
•
our growth strategies and our ability to effectively manage any growth;
•
the value proposition of our product offerings for dealers and consumers;
•
the ability of our platform and offerings to increase a dealer’s return on investment, create dealer efficiencies,
maintain our marketplace scale, and reduce consumer friction;
•
our evolution into a data- and intelligence-driven platform that supports dealers across their workflows and
empowers consumers throughout their shopping journey;
•
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;
•
our expectations for Sell My Car (formerly Sell My Car - Top Dealer Offers) as well as our digital retailing
offerings and continued investments;
•
our ability to maintain and acquire new customers;
•
our ability to maintain and build our brand;
•
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;
•
the impact of competition in our industry and innovation by our competitors;
•
our ability to adapt to technological change and effectively enhance, innovate, and scale our platform and
offerings;
•
our ability to overcome challenges facing the automotive industry ecosystem, including inventory supply
problems, global supply chain challenges, including disruptions to pre-existing supply chains and vendor
relations, changes to trade policies or tariff regulations, financial market volatility and disruption, increased
interest rates, inflationary concerns, and other macroeconomic issues, including uncertain or volatile economic
conditions in the U.S. and abroad;
•
our expectations regarding cash generation and the sufficiency of our cash to fund our operations;
•
our expectations regarding the funding of our share repurchase program;
•
our expected returns on investments;
•
our expectations regarding our deferred tax assets;
•
the impact of changes in tax law and related guidance and regulations that may be implemented that could
impact tax rates, our business, and our financial results;
•
our expectations regarding our expenses generally, including general and administrative, product, technology,
and development, and sales and marketing expenses;

2
•
the effects of any significant disruption to, or other performance or reliability issues with, our marketplace and
offerings, including as a result of network outages, cybersecurity incidents, or other security breaches,
technical difficulties, system failures, or other interruptions to our systems or those of our third-party
providers;
•
our ability to adequately protect our intellectual property;
•
our ability to attract, hire, and retain necessary qualified employees to expand our operations;
•
our ability to realize benefits from our acquisitions and successfully implement the integration strategies in
connection therewith;
•
domestic and global economic conditions affecting us, our customers, or our dealers;
•
our revolving credit facility;
•
the impact of accounting pronouncements;
•
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;
•
the impact of litigation and the potential impact of unasserted claims; and
•
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 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 this 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 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.
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., and PistonHeads® is a registered trademark
of CarGurus Ireland Limited in 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.

3
PART I
Item 1. Business.
Who We Are
CarGurus is 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, CarGurus is the No. 1 visited
automotive shopping site in the U.S.1 with the largest selection of inventory and network of dealers2. CarGurus’ 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. CarGurus provides dealers a
personalized, predictive intelligence platform with software solutions that helps 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:
U.S., U.K., and Canada
U.S.
U.K.
1Similarweb: 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.
2Compared 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.
Discontinued Operations and Reportable Segments
During the first three quarters of the year ended December 31, 2025, we managed our business and reported earnings
through two reportable segments:
•
U.S. Marketplace: Derived revenue from marketplace services for our dealer customers within the U.S.
•
Digital Wholesale: Primarily derived revenue from our Dealer-to-Dealer and Instant Max Cash Offer services
sold on our CarOffer platform.
On August 6, 2025, our Board of Directors determined, after considering all reasonably available options and a broader
strategic reassessment, that it is in the best interests of our stockholders to wind down CarOffer, LLC, or CarOffer,
including the CarOffer Dealer-to-Dealer and Instant Max Cash Offer products, or the CarOffer Transactions Business.
Following the broader strategic reassessment, we concluded that the CarOffer Transactions Business has proven less
effective in today’s more volatile and unpredictable pricing environment, where dealers require more flexibility and
broader automation to streamline fulfillment than the model could provide. Following the wind-down, we will continue to
deliver AI-powered inventory intelligence through our insights platform and enable consumer vehicle sourcing at scale
through Sell My Car (formerly Sell My Car - Top Dealer Offers) and will focus on technology and analytics that will enable
smarter sourcing and pricing decisions rather than facilitating the transactions themselves.
The wind-down of CarOffer was completed and the business was considered abandoned for accounting purposes as of
December 31, 2025. We have presented the financial results of CarOffer as discontinued operations in our consolidated
financial statements for all periods presented, except for the consolidated statements of comprehensive income, the

4
consolidated statements of redeemable noncontrolling interest and stockholders’ equity, and the consolidated statements
of cash flows. These statements have not been separately reclassified and discontinued operations are included within
each for all periods presented. For further information, refer to Note 3 to our consolidated financial statements included
elsewhere in this Annual Report.
Beginning in the fourth quarter of 2025, in connection with the wind-down of CarOffer, our chief executive officer, who
acts as the chief operating decision maker, or CODM, began to manage our business, make operating decisions, and
evaluate operating performance based on consolidated results. Accordingly, the change led to revisions to the nature and
substance of information regularly provided to and used by the CODM, and served to align our reported results with our
ongoing growth strategy. As a result, beginning in the fourth quarter of 2025 we report our financial results as a single
reportable segment. For further segment reporting and geographic information, refer to Note 14 to our consolidated
financial statements included elsewhere in this Annual Report.
Our Products and Services
The product offerings described below are available through our U.S. marketplace; availability on our other marketplaces
varies.
Our powerful two-sided marketplace connects our large audience of car shoppers with our extensive network of dealers,
anchoring our integrated suite of products (software and services). This dynamic platform supports consumers with trust,
transparency, and selection throughout the car-buying process while supporting dealers with high-quality leads and
connections, marketing reach, software solutions, and the data they need to make profitable decisions.
We derive our revenue from (i) dealer subscription fees, (ii) advertising from auto manufacturers and other brand
advertisers, and (iii) partnerships with financing services companies.
Consumer Marketplace
We bring our market-leading trust and transparency to support consumers across the full car-buying process — from
initial research to consideration and ultimately purchase. Our marketplace allows consumers to search with confidence
for new and used car listings from our dealers with a conversational search experience or through filter-based search
built on our proprietary deal ratings. It provides consumers with a seamless online-to-offline experience, offering the
ability to complete the transaction in the way that works best for them.
Research
Our platform allows consumers to evaluate their options, assess pricing, and compare vehicles using consistent and
transparent criteria. These criteria include expert reviews, side-by-side comparisons, user-generated content, and
verified dealer ratings. Our goal is to empower consumers early in their car-buying journey with the information they need
to make confident decisions.
Consideration
As consumers refine their preferences and evaluate specific vehicles, our platform leverages AI-powered conversational
search alongside proprietary pricing and algorithms to help consumers assess value and trade-offs with confidence.
Through data-driven rankings and rich listing detail, we surface the most relevant vehicles and provide transparent
pricing context to enable consumers to move from exploration to informed selection.
•
CG Discover: To support shoppers as they refine their preferences and explore listings, we offer CG Discover,
or Discover, a GenAI-powered shopping assistant built for agentic expansion. Discover interprets natural-
language shopper intent, engages in an interactive dialogue to clarify needs and trade-offs, and dynamically
surfaces relevant vehicles from across our marketplace. Discover complements the robust suite of proprietary
algorithms our marketplace applies that help shoppers evaluate vehicle listings and provides them with pricing
context, both capabilities core to the consideration stage of the consumer journey.

5
•
Proprietary Algorithms:
ο
Deal Rating: Eligible used car listings in our marketplace are assigned one of five Deal Ratings: Great
Deal, Good Deal, Fair Deal, High Priced, or Overpriced. Deal Ratings are based on Instant Market Value,
or IMV (our proprietary algorithm that assesses the market value of a used vehicle in a local market). We
calculate IMV by analyzing tens of millions of data points, including make, model, trim, year, features,
condition, history, geographic location, and mileage.
ο
New Car Price Information: For new cars, we analyze data on suggested retail prices (manufacturers or
total) and recent sales of similar new vehicles, accounting for trade-ins, incentives, and other factors that
can affect the price of a new car, to provide users with comparative price information.
ο
Search Results Page and Vehicle Detail Page: Our Search Results Page, or SRP, provides users with
vehicle-specific details such as Deal Ratings as well as in-depth search filters, which we believe deliver the
most comprehensive search capability among major U.S. online automotive marketplaces. We also
provide our users with additional features to aid their search, including similar vehicle recommendations,
side-by-side vehicle comparisons, expert reviews, and user rankings. Vehicle Detail Pages, or VDPs,
include comprehensive information about the vehicle, including dealership information, dealer reviews
and ratings, payment calculators, vehicle history, price history, and time on site as well as numerous
photos.
Purchase
The purchase stage of the car-buying process, particularly the in-person phase at the dealership, can present uncertainty
about pricing, limited visibility into alternatives, and pressure to make quick decisions. We aim to reduce friction at this
stage by enhancing transparency and extending our platform’s support into the purchase and dealership experience.
•
Digital Deal allows consumers the option to start their vehicle purchase process online for eligible listings. This
may include features such as trade-in estimation, payment calculation, financing pre-qualification through
participating dealer partners, deposits, and appointments. These tools are designed to give consumers more
flexibility and transparency as they move from research to purchase. We generate revenue from financing
pre-qualification based on the number of funded loans from consumers who pre-qualify with our lending
partners through our site. Digital Deal is described in more detail under “Dealer Products Conversion” below.
•
Dealership Mode provides consumers with on-the-lot support during visits to participating dealers through the
CarGurus app. When a CarGurus user visits a participating dealer lot, the application is activated through geo-
fencing and uses push notifications to provide vehicle identification number, or VIN, -level pricing and ratings, a
financing calculator, the ability to compare cars on the lot with AI-generated summaries or find alternatives at
the dealership, and reviews. For consumers, Dealership Mode increases transparency at the point of sale; for
dealers, it supports engagement and return on investment, or ROI, attribution.
Dealer Products
To support our dealers, we offer a comprehensive suite of solutions organized around four key pillars: Inventory,
Marketing, Conversion, and Data. These pillars reflect the full spectrum of dealership needs — from acquiring and
merchandising vehicles to attracting consumers and converting sales — all in service of helping them operate more
profitable businesses through predictive data.
Inventory
Our inventory products help dealers source and price vehicles more effectively.
•
Sell My Car allows consumers to sell their cars and dealers to make tailored trade-in offers on CarGurus
consumer vehicles, generating valuable trade-in leads for their business. CarGurus dealers have control over
their bidding and direct access to consumers actively looking to sell their vehicles. All leads are delivered
directly to the dealer and include detailed consumer contact information and other insights to help the dealer
close the deal. We generate revenue from Sell My Car primarily through recurring monthly subscription fees

6
paid by dealers.
•
IMV Scan enables dealers to scan a VIN using their smartphone to access IMV data. IMV Scan is available
through the CarGurus mobile application for Enhanced, Featured+, or Featured Priority+ Listings subscribers
(as described under “Listings” below).
•
PriceVantage is our first specialized software solution — an advanced pricing software powered by machine
learning that leverages real-time consumer demand from our marketplace to guide smarter pricing decisions.
The tool incorporates VIN-level activity, turn-time predictions, lead potential, market days’ supply, and
visibility into comparable listings. When purchased, PriceVantage is available within the Dealer Dashboard (as
discussed below under "Data"), integrates with Inventory Management Systems, or IMS, and is accessible via a
Chrome-based browser extension that embeds insights directly into a dealer’s existing workflow. We generate
revenue from PriceVantage through recurring subscription fees paid by dealers.
Inventory management is further supported by our Acquisition Insights, Next Best Deal Rating, and Max Margin Insights
features described under “Data” below.
Marketing
We offer Listings subscription packages in tiered solutions, providing various combinations of visibility, leads, and tools:

7
We also continue to maintain legacy Featured and Featured Priority subscriptions, comparable to Featured+ and
Featured Priority+, respectively, but without access to Digital Deal leads. Listings subscriptions are priced monthly,
quarterly, semiannually, or annually based on a dealer’s inventory size and region and our assessment of the ROI we
expect to deliver through our lead quantity and quality and our innovation. Dealers may be renewed at higher rates
commensurate with growth and updated performance expectations. In addition, dealers using our free service (Restricted
Listings) have access to capped anonymous leads and connections.
In addition to Listings subscriptions, dealers can purchase add-on products à la carte to further inventory exposure and
lead access.
•
Highlight: Allows dealers to showcase inventory in featured slots that are not currently available to dealers in
existing products providing dealers with more granular control over managing inventory and customizable
strategies leading to increased visibility. We generate revenue from Highlight through a recurring subscription-
based model, where dealers pay a fixed monthly fee for increased vehicle visibility slots.
•
Audience Targeting (formerly Real-time Performance Marketing): Allows dealers to leverage the engaged
CarGurus audience to reach high-intent car shoppers on other websites and social media platforms across the
internet. These targeted placements on third party sites help dealers build their brand presence and drive
additional traffic directly to the dealer’s website. Advertisements can be targeted by the user’s geography,
search history, CarGurus website activity, and a number of other factors. We generate revenue from Audience
Targeting through a recurring monthly subscription fee while accounting for factors such as dealership
characteristics and performance expectations.
•
New Car Exposure (formerly New Car Advantage): Allows dealers to showcase their new car inventory in a
featured slot on the used car SRP, which is not currently available to dealers in existing products, giving them
precise control to promote new inventory in relevant high-traffic used searches while also surfacing monthly
payments to spotlight affordability. We generate revenue from New Car Exposure through a recurring
subscription-based model, where dealers pay a fixed monthly fee for premium placement spots.
•
Geo Expansion: Allows dealers with an applicable Listings subscription to expand their VDP geographic
footprint to non-local customers via dealer home delivery services. This program provides additional vehicle
options to consumers open to home delivery services while promoting participating dealers’ delivery
capabilities and increasing non-local VDP views. We generate revenue from Geo Expansion through a
recurring subscription-based model that enable listings beyond the default geographical radius.
Marketing is also supported by our Merchandising Insights feature described under “Data” below.
Conversion
Our conversion products are designed to help dealers move shoppers from interest to purchase, including enhanced lead
qualification and digital retailing features.
•
Digital Deal: Allows dealers to support online-to-offline transactions by enabling consumers to begin the
purchase process directly from eligible listings. It is designed to increase lead quality and conversion by
capturing purchase intent signals such as trade-in interest and financing preferences. We generate revenue
from Digital Deal through dealer Listings subscription packages or as à la carte purchases.
•
Pre-Qualified Leads: Dealers that offer financing from our automotive lending partners can enroll to allow
eligible consumers to pre-qualify for financing on cars as a part of their Listings. We believe this program
provides more transparency to car shoppers about actual payments to be offered at the dealership specific to
participating lenders and delivers highly qualified car shopper leads to participating dealers.
•
LeadAI: Scores and labels leads based on shopper behavior, helping dealers prioritize follow-up activity.
LeadAI is included as a value-add feature to Enhanced, Featured+, and Featured Priority+ dealer
subscriptions.
•
Performance Partners: Our strategic consulting program that supports national and high-value dealer
accounts. Participating dealers receive dedicated engagement from our experts focused on maximizing

8
platform ROI through hands-on guidance around pricing strategy, systems integration, lead management, and
customer experience optimization. This program also facilitates best-practice adoption and data-informed
decision-making across dealer operations. Performance Partners is offered to select dealer accounts, and,
when offered, is included as part of a dealer’s Listings subscription.
Data
As our marketplace scales, it continues to generate a large volume of proprietary data and machine learning signals. We
leverage this dataset, along with our artificial intelligence, or AI, capabilities, to develop predictive tools and insights that
support dealer decision-making and performance. Our data offerings help dealers interpret performance metrics,
optimize operations, and make data-driven decisions. Dealers with an applicable Listings subscription have access to the
following Dealer Dashboard features that provide dealers with insights and information to facilitate efficient and
effective management, pricing, and advertising of inventory.
•
Acquisition Insights: Automated email and dashboard tool that uses CarGurus data to help dealers identify the
in-market inventory that is turning at their desired rate and they may be interested in acquiring.
•
Next Best Deal Rating: Insights tool that provides dealers with the blueprint for the smallest price reduction
needed to achieve the next best deal rating on a particular vehicle’s listing. Dealers can specify price reduction
thresholds on their specific inventory and receive an automated report to inform price changes that will
optimize dealer volume and margin.
•
Maximize Margin: Report that shows available price increases on vehicles while retaining deal rating or
dropping one deal rating (minimum Fair Deal).
•
Merchandising Insights: Sends alerts when a dealer is missing vehicle photos and details that can improve a
listing’s performance.
Dealers are also able to manage user reviews, identify high-intent leads, and access key tools through the Dealer
Dashboard, which is also available via our mobile application. The review management features allow dealers to monitor
and respond to feedback, flag potentially fraudulent reviews, and share positive reviews to social platforms.
Auto Manufacturer and Other Advertiser Products
Our platform enables auto manufacturers and others to purchase targeted advertising and sponsored content on our
sites and third-party platforms, including social media:
•
Brand Reinforcement: Manufacturers can advertise to consumers based on the make, model, and location of
vehicles they are searching for, increasing exposure to interested shoppers.
•
Category Sponsorship: Sponsors can secure exclusive spots on high-traffic pages, such as the New Car front
page, Used Car front page, or Research Center.
•
Automobile Segment Exclusivity: Manufacturers can target specific segments (e.g., SUV, sedan, hybrid, luxury)
to support new or existing model launches.
•
Consumer Segment Exposure: Targeted advertising based on parameters like budget, vehicle preferences,
and location can reach relevant audiences on CarGurus and third-party websites.
International
We also connect high-intent consumers with automotive dealers operating a leading automotive marketplace in Canada
and the U.K., offering a transparent shopping experience similar to our U.S. marketplace. In the U.K., we provide one of
the largest inventories of used vehicles and expert reviews, complemented by privately listed vehicles and expert review
content on our PistonHeads website, as discussed below.

9
PistonHeads
PistonHeads is a U.K. automotive marketplace, auction platform, and editorial content hub, all geared towards
automotive enthusiasts. PistonHeads is accessible via mobile application and a website. The platform allows consumers to
search across a broad range of dealer and private seller listings and stay informed about automotive news through
editorial articles and expert reviews. Paying U.K. dealers who list on the CarGurus platform automatically have their
inventory added to the PistonHeads site for greater consumer reach. PistonHeads also runs PistonHeads Auctions, a
platform that allows individuals and dealers to list their vehicles for auction and shoppers to either bid at auction, make an
offer before the auction starts, or commit to buy a vehicle at a set price before the auction starts.
Autolist
Autolist is a U.S. automotive marketplace accessible via mobile application and website. The platform includes inventory
from top automotive dealers across the U.S. and gives consumers quick access to manage their search on the go with
real-time alerts of newly available inventory and changes that occur on vehicles and saved searches they have
configured. An independent editorial staff produces content to keep consumers informed on the latest vehicles and trends
in the automotive market.
Mobile Applications
Consumer Mobile Application
Our consumer mobile application offers a seamless experience for buying and selling cars, anchored by AI-powered
features like Discover and Dealership Mode. Users of the mobile application can browse with detailed filters, access price
analysis to evaluate deal quality, and read dealer reviews to make informed decisions. The application also offers
financing tools, including payment calculators, and allows consumers to save searches, set alerts for new listings, and
receive instant offers through Sell My Car. The application supports personalized accounts, push notifications for updates,
and secure authentication for smooth access.
Dealer Mobile Application
Our dealer mobile application enables dealership operations with a suite of tools designed for efficiency and
effectiveness. Key features include an IMV scan for quick VIN scanning or manual input, inventory management for
adding, updating, or removing vehicles, and lead management for tracking and responding to inquiries. The application
provides pricing assistance to set competitive prices, dealer insights for performance and market analysis, and push
notifications for timely updates. It supports localization with multi-language and country-specific settings, leverages
native device features like the camera, and offers customizable application settings.
Technology and Product Development
We are a technology and data company focused on utilizing our background as a trusted marketplace for consumers and
dealers to provide our customers with innovative and actionable data analysis. We have built an extensive repository of
data on cars, prices, dealers, and the interactions between consumers and dealers that is the result of many years of data
aggregation and regression modeling. We design our mobile and web products to create a transparent experience for
both consumers and dealers. We believe in rapid development, release frequent updates, and have internal tools and
automation that allow us to efficiently evolve our products. Our software is built using a combination of internally
developed software, third-party software and services, and open-source software.

10
Infrastructure
Our development servers and U.S. and Canadian websites are hosted through third-party cloud services in the U.S. Our
European websites are hosted on third-party cloud computing services near each of London, England; Dublin, Ireland; and
Frankfurt, Germany. We use third-party content distribution networks to cache and serve many portions of our sites at
locations across the globe. We monitor and test at the application, host, network, and full-site levels to maintain
availability and promote performance. We use third-party cloud computing services for many data processing jobs and
backup/recovery services.
Marketing and Brand
Consumer Marketing
Through our consumer marketing program, we engage consumers at all points of the consumer journey to communicate
our brand values and value propositions as well as to drive consumer leads and sales for our dealers and partners. We
advertise through online and offline channels including linear, cable, and connected television, video, social media, display,
search, content marketing, partnerships, sponsorships, influencers, audio, out-of-home, and affiliate relationships. We
continually test into emerging and new channels with the goal of optimizing our customer acquisition cost and driving
awareness of our brand. We use our owned channels, including email, text messages, and on-site and in-application
messaging, to deepen our relationships with existing consumer customers. Leveraging our proprietary data and content,
we also engage in press outreach to deliver our messages through organic media and articles. We largely drive our
consumer marketing efforts internally but engage agency partners when appropriate. Outside of the U.S., we tailor
marketing efforts to local markets.
Dealer Marketing
Our dealer marketing team is primarily focused on building marketing assets and events that best educate dealer
customers and prospects about our products. We execute dealer campaigns through a number of channels including
email, direct mail, and social media with the aim to both drive leads to our sales teams and to increase product adoption
and usage with new and existing customers. We run a dealer award program, recognizing top performing dealers on
various dimensions such as top rated and top value. In addition, we host events to deepen our understanding of dealer
needs and relationships and provide content and thought leadership to support dealer success.
Our marketing team consistently uses research to support ongoing improvement and development of our customer
experience.
Sales
Our sales team is responsible for driving dealer acquisition, subscription conversions, and product adoption across
franchise and independent dealerships. Both inside and field sales teams support strategic dealership groups in major
markets in the U.S., Canada, and the U.K., with additional advertising sales staff based in the U.S., Canada, and the U.K.
Account Managers work with paying dealers to enhance satisfaction and retention through tailored support, including
product usage guidance, inventory merchandising, ROI tracking, and profit growth strategies. Active communication with
dealers strengthens relationships and fosters success on our platform.
Competition
We face competition to attract consumers and paying dealers to our marketplaces and services and to attract advertisers
to purchase our advertising products and services. Our competitors offer various marketplaces, products, and services
that compete with us. Some of these competitors include:

11
•
major U.S. online automotive marketplaces, such as AutoTrader.com, CARFAX.com, Cars.com, and
TrueCar.com;
•
other U.S. automotive websites, such as Edmunds.com and KBB.com;
•
online automotive marketplaces and websites in our international markets;
•
online dealerships, such as Carvana.com;
•
sites operated by individual automobile dealers;
•
internet search engines, including aggregation sites and AI-generated search engines;
•
social media marketplaces;
•
peer-to-peer marketplaces, such as Craigslist.com; and
•
e-commerce sites, such as the partnership between Amazon.com, or Amazon, and select original equipment
manufacturers to sell cars on Amazon.
Competition for Consumers and Dealers
We compete for consumer visits with other online automotive marketplaces, free listing services, general search engines,
AI-generated search engines, online dealerships, and dealers’ websites. We compete for consumers primarily on the basis
of the quality of the consumer experience and the breadth of offerings that we are able to provide. We believe we
compare favorably on user experience due to the number of our vehicle listings, the transparency of the information we
provide on cars, prices, and dealers, the intuitive nature of our user interface, and our mobile user experience, among
other factors.
We compete for dealers’ marketing spend with offline customer acquisition channels, other online automotive
marketplaces, dealers’ own customer acquisition efforts on search engines, social media marketplaces, and other internet
sites, online dealerships, and vehicle auction companies that attract consumers searching for vehicles. We compete
primarily based on the ROI that our marketplace offers as well as the synergies provided by the combination of our
foundational listings business with digital retailing offerings and by leveraging our marketplace standing into insightful
data analysis. We believe we compare favorably due to our large user audience, high user engagement, the volume and
quality of connections we provide to well-informed consumers, and the high impact data insights we provide, which results
in an attractive ROI for dealers.
Competition for Advertisers
We compete for a share of advertisers’ total marketing budgets against media sites, websites dedicated to helping
consumers shop for cars, major internet portals, search engines, and social media sites, among others. We also compete
for a share of advertisers’ overall marketing budgets with traditional media, such as television, radio, magazines,
newspapers, automotive publications, billboards, and other offline advertising channels. We compete for advertising
spend based on the marketing ROI that our marketplace provides. We believe we compare favorably due to our large
user audience, high user engagement, and the effectiveness and relevance of our advertising products.
Seasonality
Across the retail automotive industry, consumer activity tends to be highest in the spring and summer months, aligning
with tax refund season and increased discretionary spending, as well as the rollout of new vehicle models. This seasonality
in vehicle purchasing behavior can influence dealer advertising budgets and inventory levels, which, in turn, could impact
demand for our products and services.
Historically, our operating results have been more influenced by macroeconomic conditions that impact the volume of
vehicle sales, such as slower growth or recession, higher interest rates, unemployment, inflation, consumer confidence in
the economy, consumer debt levels, labor disruptions, work stoppages, or strikes, geopolitical conflicts, foreign currency

12
exchange rate fluctuations, and other matters that influence consumer spending and preferences, than by consistent
seasonal patterns.
To date, our operating results have not been materially impacted by the general seasonality of the automotive industry.
However, as our platform and offerings continue to scale, including our growing suite of software and data products for
consumers and dealers, we may become more susceptible to seasonal trends that affect vehicle transactions, consumer
engagement, or dealer marketing behavior.
Accordingly, revenue and cost of revenue related to volume will fluctuate on a quarterly basis. Typical seasonality trends
may not be observed in periods where other external factors, such as changes in international trade policies, tariffs,
higher interest rates, and other macroeconomic issues, more significantly impact the industry.
People and Talent
Our investment in our greatest asset – our people – is integral to our core values, evidenced by our inclusion of employee
development as components of our 2025 strategic and organizational initiatives. Our Board of Directors oversees our
people and talent efforts and views building our culture – from employee development and retention to inclusion initiatives
– as key to driving long-term value for our business and helping mitigate risks. As of December 31, 2025, we had 1,218 full-
time employees, 82 of whom were based outside the U.S. None of our employees are represented by a labor union or
covered by a collective bargaining agreement.
Culture, Values, and Standards
OUR CORE VALUES
WE ARE
PIONEERING
WE ARE
TRANSPARENT
WE ARE
DATA-DRIVEN
WE MOVE
QUICKLY
WE ARE
COLLABORATIVE
WE HAVE
INTEGRITY
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 also
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:
CATALYST FOR IMPACT. We set high standards and take full ownership for our work. We are decisive, results-
oriented, and have a bias for action.
COACH. We embody a growth mindset and foster an environment of learning, developing, and growing together.
COMMUNICATOR. We share our vision and bring people along. We communicate clearly and simply, using data and
facts to inform and shape our priorities.
CHANGE LEADER. We challenge ourselves and others to innovate and experiment. We are comfortable with
ambiguity and adapt quickly when priorities change, remaining focused on the big picture.
CARING COLLABORATOR. We create meaningful partnerships and a sense of belonging, setting foundations of
trust, respect, inclusion, and empathy in how we work.

13
We continually invest in employee career growth and a wide range of development opportunities, including compliance
training, mentoring, coaching, and hybrid learning formats.
Compensation and Benefits
The success of our business is fundamentally connected to the well-being of our people. Accordingly, we provide our
eligible employees with competitive wages and access to flexible and convenient healthcare programs intended to meet
their needs and the needs of their families, including for all eligible U.S. employees: medical, dental, and vision coverage;
health savings accounts with company contributions 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 company-paid access to certain
wellness and family care resources. Additionally, we offer a 401(k) plan that includes a company matching program.
Employee Engagement
We take employee feedback seriously and we regularly conduct employee engagement surveys to help our management
team gain insight into and gauge employees’ feelings, attitudes, and behaviors around working at CarGurus. Our culture
and commitment to building a workplace where we can all thrive has been recognized externally – we have received
numerous awards acknowledging our efforts in creating a desirable workplace.
Intellectual Property
We protect our intellectual property through a combination of patents, copyrights, trademarks, service marks, domain
names, trade secret protections, confidentiality procedures, and contractual restrictions.
CarGurus has one issued U.S. patent with an expiration date of May 2034. From time to time, we file U.S. provisional and
non-provisional patent applications that may cover proprietary technology relating to various functionalities on our
platform to the extent we believe they would be beneficial to our competitive position.
We have a number of registered and unregistered trademarks in the U.S. and certain other jurisdictions. We pursue
additional trademark registrations to the extent we believe doing so would be beneficial to our competitive position. Our
registered trademarks remain enforceable in the countries in which they are registered for as long as we continue to use
the marks and pay the fees to maintain the registrations in those countries.
We are the registered holder of several domestic and international domain names that include “CarGurus”,
“PistonHeads”, and “Autolist” and other variations of our trade names.
We enter into confidentiality and proprietary rights agreements with our employees and relevant consultants,
contractors, and business partners. We control the use of our proprietary technology and intellectual property through
provisions in contracts with our dealer customers and partners and our general and product-specific terms of use on our
websites.
Regulatory
Various aspects of our business are, may become, or may be viewed by regulators from time to time as subject, directly or
indirectly, to U.S. federal, state, local, and foreign laws and regulations. In particular, the advertising and sale of new or
used motor vehicles is highly regulated by the states and jurisdictions in which we do business. Regulatory authorities or
third parties could take the position that some of the laws or regulations applicable to dealers or to the manner in which
motor vehicles are advertised and sold generally are directly applicable to our business. These advertising laws and
regulations, which often originated decades before the emergence of the internet, are frequently subject to multiple
interpretations, are not uniform across jurisdictions, sometimes impose inconsistent requirements with respect to new or
used motor vehicles, and the manner in which they should be applied to our business model is not always clear. Regulators
or other third parties could take, and on some occasions have taken, the position that our marketplace or related products

14
violate applicable brokering, bird-dog, consumer protection, or advertising laws or regulations.
In order to operate in this regulated environment, we develop our products and services with a view toward appropriately
managing the risk that our regulatory compliance, or the regulatory compliance of the dealers whose inventory is listed on
our websites, could be challenged.
We consider applicable advertising and consumer protection laws and regulations in designing our products and services.
We endeavor to design our website content in a manner that would comply with relevant advertising regulations and
consumer protection laws if the content were to be considered vehicle sales advertising.
Our websites and mobile applications enable us, dealers, and users to send and receive text messages and other mobile
phone communications, which requires us to comply with the Telephone Consumer Protection Act, or TCPA, in the U.S.
The TCPA, as interpreted and implemented by the Federal Communications Commission, or the FCC, and federal and
state courts, imposes significant restrictions on utilization of telephone calls and text messages to residential and mobile
telephone numbers as a means of communication, particularly when the prior express consent of the person being
contacted has not been obtained. In addition, we are subject to numerous federal, national, state, and local laws and
regulations in the U.S. and around the world regarding privacy and the collection, processing, storage, sharing, disclosure,
use, cross-border transfer, and protection of personal information and other data. While the scope of these laws and
regulations is changing and remains subject to differing interpretations, we seek to comply with industry standards and all
applicable laws, policies, legal obligations, and industry codes of conduct relating to privacy and data protection. We are
also subject to the terms of our privacy policies and privacy-related obligations to third parties.

15
Information about Our Executive Officers (as of February 19, 2026)
Jason Trevisan, Chief Executive Officer and Director (Age 51)
Business Experience
•
Chief Executive Officer and member of the Board, CarGurus (since January 2021); interim
Principal Financial Officer, Principal Accounting Officer, and Treasurer (since March 2025 and
October 2022 to December 2023)
•
Chief Financial Officer, CarGurus (September 2015 to January 2021); Treasurer, CarGurus
(September 2015 to January 2021); President, International, CarGurus (January 2020 to
January 2021)
•
General Partner, Polaris Partners, a venture capital firm (September 2003 to August 2015);
while at Polaris, Mr. Trevisan led investments in and served as a director of numerous
consumer internet and software companies including LegalZoom, PartsSource, Shoedazzle,
and The Roberts Group
•
Management roles in analytics and client services, aQuantive, a digital marketing service and
technology company that was acquired by Microsoft Corporation in 2007 (September 1999 to
June 2001)
•
Consultant, Bain & Company, a management consulting company (July 1996 to August 1999)
Education
•
Master of Business Administration degree from the Tuck School of Business at Dartmouth
College
•
Bachelor of Arts degree from Duke University
Langley Steinert, Executive Chair and Chair of the Board of Directors (Age 62)
Business Experience
•
Founder and member of the Board, CarGurus (since March 2006); Executive Chair, CarGurus
(since January 2021); Chair, CarGurus (since September 2017)
•
Chief Executive Officer, CarGurus (March 2006 to January 2021); President, CarGurus (June
2015 to February 2019)
•
Co-founder and Chairman of the Board, ApartmentAdvisor, Inc., an apartment rental
marketplace (since October 2020)
•
Co-founder and Chairman of TripAdvisor (February 2000 through February 2006)
Other Private Institution Boards
•
Tuck School of Business at Dartmouth College
Education
•
Master of Business Administration degree from the Tuck School of Business at Dartmouth
College
•
Bachelor of Arts degree from Georgetown University

16
Ismail Elshareef, Chief Product Officer (Age 50)
Business Experience
•
Chief Product Officer, CarGurus (since February 2024)
•
Chief Product Officer, OneFootball, a platform-based football media company (January
2022 to January 2024)
•
Chief Product Officer, UpKeep, Inc., an asset operations management platform company
(August 2019 to December 2021)
•
Senior Vice President, Consumer Products, Ticketmaster Entertainment, LLC, a ticket sales
and distribution company (September 2016 to July 2019); Vice President, Open Platform and
Innovation, Ticketmaster (July 2015 to September 2016)
•
Executive Director, Open Platform, Edmunds.com Inc., an online resource for automotive
inventory and information (May 2011 to July 2015); Principal Architect, Edmunds.com (May
2010 to May 2011); Director, Engineering, Edmunds.com (December 2007 to May 2010)
Education
•
Bachelor of Science degree in Computer Engineering from the King Fahd University of
Petroleum and Minerals
•
Master of Science degree in Electrical Engineering from California State University, Los
Angeles
•
Executive
Management
Program
at
Kellogg
Graduate
School
of
Management
at
Northwestern University
Jennifer Hanson, Chief People Officer (Age 55)
Business Experience
•
Chief People Officer, CarGurus (since September 2024)
•
Senior Corporate Advisor, Accolade, Inc., a healthcare company (May 2024 to July 2024);
Chief Human Resources Officer, Accolade (May 2022 to April 2024)
•
Senior Vice President, Head of Fidelity Medicare Services, Fidelity Investments, a financial
services corporation (February 2019 to April 2022); Senior Vice President, Managing Director
at Fidelity Labs, Fidelity (July 2018 to February 2019); Senior Vice President, Head of Associate
Experience and Benefits, Fidelity (June 2012 to June 2018); Vice President and Associate
General Counsel, Fidelity (October 2006 to June 2012)
•
Associate General Counsel, Tufts Health Plan, an insurance agency (October 2003 to October
2006); Assistant General Counsel, Tufts Health Plan (April 1999 to October 2003)
•
Counsel, Unicare, a health insurance company (March 1997 to April 1999); Contracts Manager,
Unicare (December 1995 to March 1997)
Education
•
Juris Doctor degree from Northeastern University School of Law
•
Bachelor of the Arts degree from University of Maine

17
Matthew Quinn, Chief Technology Officer (Age 54)
Business Experience
•
Chief Technology Officer, CarGurus (since January 2022)
•
Vice President of Engineering, Alignable, Inc., a small business referral network (January 2020
to December 2021)
•
Vice President of Software Development, Audible, Inc., an Amazon company providing online
audiobook and podcast services (May 2018 to December 2019); Senior Director Software
Development, Audible (June 2016 to May 2018); Director Software Development, Audible
(June 2015 to June 2016)
•
Software Development Manager, Amazon, an e-commerce and cloud computing company
(July 2014 to June 2015)
•
Director, Global Digital, Vistaprint, a Cimpress plc company providing online marketing and
printing services to small businesses (July 2013 to July 2014); Associate Director, Global Digital,
Vistaprint (January 2012 to July 2013); Program Manager, Global Digital, Vistaprint (July 2009
to January 2012); Senior Product Manager, Vistaprint (May 2007 to November 2009)
Education
•
Master of Science degree in Management from Emmanuel College
•
Bachelor of Arts degree in Mathematics and Computer Science from the College of the Holy
Cross
Dafna Sarnoff, Chief Marketing Officer (Age 62)
Business Experience
•
Chief Marketing Officer, CarGurus (since December 2021)
•
Chief Marketing Officer, Aura Sub, LLC, a digital security innovator (September 2020 to
November 2021)
•
Chief Marketing Officer, Intersection Parent, Inc., an experience-driven media and
technology company (August 2016 to September 2020)
•
Senior Vice President, Yodle, Inc., a digital marketing software-as-a-service business that was
acquired by Web.Com Group, Inc. in 2016 (November 2012 to August 2016)
•
Various leadership roles over ten years at American Express Company, a bank holding
company and multinational financial services corporation that specializes in payment cards, in
both consumer and B2B marketing, after starting her career at Bain & Company, Inc.
Education
•
Master of Business Administration degree from Harvard Business School
•
Bachelor of Arts degree in Mathematics from Dartmouth College
Samuel Zales, Chief Operating Officer and President (Age 62)
Business Experience
•
Chief Operating Officer, CarGurus (since September 2017), President, CarGurus (since
February 2019)
•
Chief Revenue Officer, CarGurus (December 2015 to September 2017); President of Dealer
Operations and International, CarGurus (November 2014 to December 2015)
•
Executive Vice President, Zeta Interactive, a marketing software company that acquired
ClickSquared, Inc., a marketing software company, in January 2014 (January 2014 to October
2014)
•
Chief Executive Officer, ClickSquared (March 2013 to January 2014)
•
Consultant to multiple technology and software companies and served on the boards of four
venture-backed companies
•
President, Zoom Information, Inc., a software-as-a-service company (October 2008 to
November 2011)

18
•
Chief Executive Officer, BuyerZone.com LLC, an online marketplace for business purchasing
and a division of Reed Business Information, a business unit of Reed Elsevier PLC, which
acquired BuyerZone.com in January 2007 (January 2007 to October 2008)
•
President and Chief Executive Officer, BuyerZone.com, which he led to its acquisition by Reed
Business Information (November 1999 to January 2007)
Education
•
Master of Business Administration degree from the Kellogg Graduate School of Management
at Northwestern University
•
Bachelor of Arts degree from Dartmouth College
Javier Zamora, General Counsel and Corporate Secretary (Age 55)
Business Experience
•
General Counsel and Corporate Secretary, CarGurus (since August 2022)
•
Vice President, General Counsel & Corporate Secretary, Converse, Inc., a footwear and
apparel company (February 2021 to July 2022)
•
Assistant General Counsel at Nike, Inc., a global footwear and apparel company (March 2008
to January 2021)
•
Practiced corporate and securities law at Hinshaw & Culberston LLP, a national law firm
based in Chicago
•
Officer in the military who served a tour of duty in Iraq
Education
•
Juris Doctor degree from DePaul University
•
Bachelor of Arts degree in Political Science from the University of California, Los Angeles
Additional Information
The following filings are available on our investor relations website after we file them with the U.S. Securities and
Exchange Commission, or the SEC: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K, proxy statements for our annual meetings of stockholders, and any amendments to those reports or
statements. These filings are also available for download free of charge on our investor relations website. Our investor
relations website is located at investors.cargurus.com.
We webcast our earnings calls and certain events that we participate in or host with members of the investment
community on our investor relations website. Additionally, we provide news and announcements regarding our financial
performance, including SEC filings, investor events, and press and earnings releases, on our investor relations website.
Corporate governance information, including our policies concerning business conduct and ethics, is also available on our
investor relations website under the heading “Governance.” No content from any of our websites is incorporated by
reference into this Annual Report or in any other report or document we file with the SEC, and any reference to our
websites is intended to be an inactive textual reference only.

19
Item 1A. Risk Factors.
Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and
uncertainties described below, some of which have previously occurred and any of which may occur in the future, together
with all of the other information contained in this Annual Report, including “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes,
before evaluating our business. Our business, financial condition, operating results, cash flow, and prospects could be
materially and adversely affected by any of these risks or uncertainties. In that event, the trading price of our Class A
common stock could decline. See “Special Note Regarding Forward-Looking Statements.”
Summary Risk Factors
Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or
may adversely affect our business, financial condition, operating results, cash flow, and prospects. These risks are
discussed more fully below and include, but are not limited to, risks related to:
Risks Related to Our Business and Industry
•
Our business is substantially dependent on our relationships with dealers. If a significant number of dealers
terminate their subscriptions with us and/or dealer closures or consolidations occur that reduce demand for
our products, our business and financial results would be materially and adversely affected.
•
If we fail to maintain or increase the number of dealers that pay subscription fees to us, or fail to maintain or
increase the fees paid to us for subscriptions, our business and financial results would be materially and
adversely affected.
•
Any inability by us to develop new products, adapt to new technologies, or achieve widespread consumer and
dealer adoption of those products could negatively impact our business and financial results.
•
We rely, in part, on internet search engines to drive traffic to our websites, and if we fail to appear prominently
in the search results, our traffic would decline and our business would be adversely affected.
•
Our business is subject to risks related to the larger automotive industry ecosystem, which could have a
material adverse effect on our business, revenue, results of operations, and financial condition.
•
If we are unable to provide a compelling experience to consumers on our marketplaces, the number of
connections between consumers and dealers using our marketplaces may decline and our business and
financial results would be materially and adversely affected.
•
Our future revenue is uncertain, including due to potential macroeconomic effects, including financial market
volatility and disruption, inflationary concerns, changes in tax laws and regulations, interest and currency
exchange rates, uncertain economic conditions in the U.S. and abroad, and the imposition of new or increased
tariffs by the U.S. or foreign governments.
•
We may be subject to disputes regarding the accuracy of the pricing and valuation products and features of
our marketplaces.
•
Failure to deal effectively with fraud or other illegal activity could harm our business.
•
Seasonality and other factors may cause fluctuations in our operating results and our marketing spend.
•
Failure to adequately protect our intellectual property could harm our business and operating results.
Risks Related to Our Operations
•
We may be unable to halt the operations of websites that aggregate or misappropriate our data.

20
•
Certain of our key business metrics are subject to inherent challenges in measurement and real or perceived
inaccuracies in such metrics may harm our reputation and negatively affect our business.
•
Our ability to attract consumers to our websites and to provide certain services to our customers depends on
the collection of consumer data from various sources, which may be restricted by consumer choice, privacy
restrictions, and developments in laws, regulations, and industry standards.
•
We and our third-party service providers collect, process, store, transfer, share, disclose, and use consumer
information and other data, and the actual or perceived failure of us or our third-party service providers to
protect such information and data or respect users’ privacy could expose us to liability and adversely affect our
reputation, brands, business, and operating results.
•
A significant disruption in service on our websites or mobile applications could damage our reputation and
result in a loss of consumers, which could harm our business, brands, operating results, and financial condition.
•
Our international operations involve risks that may differ from, or are in addition to, our domestic operational
risks.
•
We depend on key personnel to operate our business, and if we are unable to retain, attract, and integrate
highly qualified personnel, or if we experience turnover of our key personnel, our ability to develop and
successfully grow our business could be materially and adversely affected.
•
We are subject to a complex framework of laws and regulations, many of which are unsettled, still developing,
and contradictory, which have in the past, and could in the future, subject us to claims, challenge our business
model, or otherwise harm our business.
•
We may require additional capital to pursue our business objectives and respond to business opportunities,
challenges, or unforeseen circumstances. If we are unable to generate sufficient cash flows or if capital is not
available to us, our business, operating results, financial condition, and prospects could be adversely affected.
Risks Related to Our Class A Common Stock
•
Our founder controls a majority of the voting power of our outstanding capital stock and, therefore, has
control over key decision-making and could control our actions in a manner that conflicts with the interests of
other stockholders.
•
The trading price of our Class A common stock has been and may continue to be volatile and the value of our
stockholders’ investment in our stock could decline.
•
There can be no assurance that we will continue to repurchase shares or that our share repurchase program
will enhance stockholder value, and share repurchases could affect the price of our Class A common stock.
General Risk Factors
•
We participate in a highly competitive market, and pressure from existing and new companies may adversely
affect our business and operating results.
•
We expect our results of operations to fluctuate on a quarterly and annual basis.
•
Litigation and other legal proceedings may adversely affect our business, financial condition, and results of
operations.

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Risks Related to Our Business and Industry
Our business is substantially dependent on our relationships with dealers. If a significant number
of dealers terminate their subscriptions with us and/or dealer closures or consolidations occur
that reduce demand for our products, our business and financial results would be materially and
adversely affected.
A significant source of our revenue consists of subscription fees paid to us by dealers for access to enhanced features on
our platform. The majority of our contracts with dealers currently provide for one-month committed terms and do not
contain contractual obligations requiring a dealer to maintain its relationship with us beyond the committed term. If a
significant number of our paying dealers independently or under advisement from influential groups (such as dealer
associations, regulators, automotive manufacturers, and consumer advocates) decide to terminate their subscriptions
with us, our business and financial results would be materially and adversely affected.
Additionally, in the past, the number of U.S. dealers has declined due to dealership closures and consolidations as a result
of industry dynamics and macroeconomic issues. When dealers consolidate, the services they previously purchased
separately are often purchased by the combined entity in a lesser quantity or for a lower aggregate price than before,
leading to volume compression and loss of revenue. Further dealership consolidations or closures could reduce the
aggregate demand for our products and services. In addition, further proliferation of automotive manufacturer direct-
to-consumer sales models could result in a decline in the number of U.S. dealers and consolidation in buying power. If
dealership closures and consolidations occur in the future, our business and financial results would be materially and
adversely affected.
If we fail to maintain or increase the number of dealers that pay subscription fees to us, or fail to
maintain or increase the fees paid to us for subscriptions, our business and financial results would
be materially and adversely affected.
If paying dealers do not receive the volume of consumer connections that they expect during their subscription period, do
not experience the level of car sales they expect from those connections, or fail to attribute consumer connections or sales
to our platform, they may terminate their subscriptions prior to the commencement of the applicable renewal term. If we
fail to maintain or increase the number of paying dealers or fail to maintain or increase the level of fees that we receive
from them, our business and financial results would be materially and adversely affected.
We allow dealers to list their inventory in our marketplaces for free; however, we impose certain limitations on such
listings. In the future, we may decide to impose additional restrictions on Restricted Listings or modify the services
available to non-paying dealers. These changes to our Restricted Listings product may result in less inventory being
displayed to consumers, which may impair our efforts to attract consumers, and cause paying and non-paying dealers to
receive fewer leads and connections, which may make it more difficult for us to convert non-paying dealers to paying
dealers or maintain or increase the number of paying dealers. If dealers do not subscribe to our paid offerings at the rates
we expect, our business and financial results would be materially and adversely affected.
Any inability by us to develop new products, adapt to new technologies, or achieve widespread
consumer and dealer adoption of those products could negatively impact our business and
financial results.
Our success depends on our continued innovation to provide products that make our marketplaces, websites, and mobile
applications useful for consumers and dealers or that otherwise provide value to consumers and dealers, including, for
example, features of vehicle listing, research, search, and transactional offerings. In addition, following the wind-down of
CarOffer, we are focusing on developing technology and analytics that will enable smarter sourcing and pricing decisions.
A failure by us to capture the benefits that we expect from these product investments could negatively impact our
business and financial results.

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We also anticipate that over time our investments in our current products may become less productive and the growth of
our revenue will require more focus on developing new products. These new products must be widely adopted by
consumers and dealers in order for us to continue to attract consumers to our marketplaces and dealers to our products
and services. Accordingly, we must continually invest resources in product, technology, and development to improve the
attractiveness of our marketplaces and adapt to new and changing technologies and consumer requirements. Our ability
to engage in these activities may decline as a result of macroeconomic factors and any cost-savings initiatives on our
business. We also may experience difficulties with software development, design, or marketing that could delay or
prevent our development, introduction, or implementation of new product experiences, features, or capabilities. These
product, technology, and development expenses may include costs of hiring additional personnel and retaining our
current employees, engaging third-party service providers, and conducting other research and development activities.
There can be no assurance that innovations to our products, like PriceVantage, Dealership Mode, Discover, or Sell My Car,
or the development of future products, will increase consumer or dealer engagement, achieve market acceptance, create
additional revenue, or become profitable. There can also be no assurance that our future products will meet consumer
expectations in light of new technologies offered by others in the marketplace.
We have made, and intend to continue making, significant investments in developing products that incorporate AI. The
development of such new features will incur significant costs and there is no guarantee that such new product offerings
will ultimately be successful. Additionally, use of newly-developed AI technology could increase cybersecurity and data
protection risks and result in reputational harm, operational risks, or legal liability. Moreover, uncertainty in the regulatory
landscape relating to AI, along with new or enhanced governmental or regulatory scrutiny, could negatively impact our
business in the U.S. or in other jurisdictions where we operate. For example, several U.S. states have proposed, and in
certain cases have enacted, legislation covering the deployment and regulation of AI technology, or otherwise imposing
obligations in connection with the use of AI. Additionally, the EU enacted the Artificial Intelligence Act in March 2024 that
prohibits certain AI applications and systems and imposes additional requirements on the use of certain applications or
systems.
In addition, revenue relating to new products is typically unpredictable and our new products may have lower gross
margins, lower retention rates, and higher marketing and sales costs than our existing products. We are likely to continue
to modify our pricing models for both existing and new products so that our prices for our offerings reflect the value those
offerings are providing to consumers and dealers. Our pricing models may not effectively reflect the value of products to
dealers and if we are unable to provide marketplaces and products that consumers and dealers want to use, they may
reduce or cease the use of our marketplaces and products. Without innovative marketplaces and related products, we
may be unable to attract additional, unique consumers or retain current consumers, which could affect the number of
dealers that become paying dealers and the number of advertisers that want to advertise in our marketplaces as well as
the amounts that they are willing to pay for our products, which could, in turn, negatively impact our business and financial
results.
We rely, in part, on internet search engines to drive traffic to our websites, and if we fail to appear
prominently in the search results, our traffic would decline and our business would be adversely
affected.
We rely, in part, on internet search engines such as Google, Bing, and Yahoo! to drive traffic to our websites. The number
of consumers we attract to our marketplaces from search engines is due in part to how and where our websites rank in
unpaid search results. These rankings can be affected by a number of factors, many of which are not under our direct
control and may change frequently. For example, when a consumer searches for a vehicle in an internet search engine, we
rely on a high organic search ranking of our webpages to refer the consumer to our websites. Our competitors’ internet
search engine optimization efforts may result in their websites receiving higher search result rankings than ours, or
internet search engines could change their methodologies and/or introduce competing products in a way that would
adversely affect our search result rankings. If internet search engines modify their methodologies in ways that are
detrimental to us, as they have done from time to time, or if our efforts to improve our search engine optimization are
unsuccessful or less successful than our competitors’ efforts, our ability to attract a large consumer audience could
diminish, traffic to our marketplaces could decline, and the number of leads that we send to our dealers could be
adversely impacted.

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Additionally, competing products from internet search engine providers, such as those that provide dealer and vehicle
pricing and other information directly in search results or decreases in consumer use of search engines could also
adversely impact traffic to our websites and the number of leads that we are able to send to our dealers. For example, as
a result of the continued development of AI technology, search engines now have the ability to create customized search
engine results pages that display AI-generated answers for users, which could result in our websites not being displayed
prominently or at all. We expect AI to have a significant impact on the future of online automotive marketplaces as AI
technologies become increasingly important for consumers buying and selling cars online. If we are unable to identify
popular AI providers and AI technologies, or if we fail to utilize those technologies or develop our own technologies, our
business may be harmed. For example, consumers may increasingly search for cars using chatbots, virtual assistants, or
other AI technologies powered by large language models instead of using traditional search engines. If current and future
AI technologies do not send referrals to us at the rate of traditional search engines for any reason, the amount of
consumers using our platforms could decrease, which could negatively impact on our business and results of operations.
Our business would also be adversely affected if internet search engine providers choose to align with our competitors.
Reductions in our own search advertising spend, more aggressive spending by our competitors, or increased costs from
internet search engines could cause us to incur higher advertising costs and/or reduce our market visibility to prospective
users, which could, in turn, adversely impact our ability to attract a large consumer audience, the amount of traffic to our
marketplaces, and the number of leads that we send to our dealers. Our websites have experienced fluctuations in organic
and paid search result rankings in the past, and we anticipate fluctuations in the future. Any reduction in the number of
consumers directed to our websites through internet search engines would harm our business and operating results.
If dealers or other advertisers reduce their spending with us, our advertising revenue and business
and our financial results would be harmed.
A portion of our revenue is derived from advertising revenue generated primarily through short-term advertising sales,
including on-site advertising and audience targeting services, to dealers, auto manufacturers, and other auto-related
brand advertisers as well as non-endemic programmatic advertisers. We compete for this advertising revenue with other
online automotive marketplaces and with traditional media, such as television, radio, magazines, newspapers, automotive
publications, billboards, and other offline advertising channels. Our ability to attract and retain advertisers and to
generate advertising revenue depends on a number of factors, including our ability to:
•
increase the number of consumers using our marketplaces;
•
compete effectively for advertising spending with other online automotive marketplaces;
•
continue to develop our advertising products;
•
keep pace with changes in technology and the practices and offerings of our competitors, including the use of
AI;
•
keep pace with changes to data privacy regulations as well as the implementation of consent mechanisms to
support the changing regulatory landscape; and
•
offer an attractive ROI to our advertisers for their advertising spend with us.
It is possible that advertising customers will cancel or reduce their advertising with us for a variety of reasons, including
macroeconomic issues, such as increased interest rates and other matters that influence consumer spending. In addition,
a decline in the number of consumer visits to our sites could have an adverse impact on our advertising revenue. We may
not succeed in capturing a greater share of our advertisers’ spending if we are unable to convince advertisers of the
effectiveness or superiority of our advertising offerings as compared to alternative channels. If current advertisers
reduce their advertising spending with us and we are unable to replace such reduced advertising spending, our advertising
revenue and business and financial results would be harmed.

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Our business is subject to risks related to the larger automotive industry ecosystem, which could
have a material adverse effect on our business, revenue, results of operations, and financial
condition.
Decreases in consumer demand could adversely affect the market for automobile purchases and, in turn, reduce the
number of consumers using our platform. Consumer purchases of new and used automobiles generally decline during
recessionary periods and other periods in which disposable income is adversely affected. Purchases of new and used
automobiles are typically discretionary for consumers and have been, and may continue to be, affected by negative
trends, including:
•
energy costs;
•
the availability and cost of credit;
•
increased interest rates;
•
inflation;
•
reductions in business and consumer confidence;
•
stock market volatility;
•
unemployment levels;
•
changes to trade policies, including higher tariff rates and customs duties;
•
government shutdowns, political unrest, or uncertainty; and
•
other global economic conditions.
Further, in recent years the market for motor vehicles has experienced rapid changes in technology and consumer
demands. Self-driving technology, ride sharing, transportation networks, and other fundamental changes in
transportation could impact consumer demand for the purchase of automobiles. A reduction in the number of
automobiles purchased by consumers could adversely affect dealers and car manufacturers and lead to a reduction in
other spending by these groups, including targeted incentive programs. In addition, our business has been and may
continue to be negatively affected by challenges to the larger automotive industry ecosystem, including:
•
global supply chain challenges;
•
labor disruptions, work stoppages, or strikes;
•
economic instability;
•
changes in tax laws and regulations;
•
import or export controls;
•
changes to trade policies, including higher tariff rates and customs duties;
•
economic sanctions and trade restrictions;
•
geopolitical tensions and military conflicts; and
•
other macroeconomic issues, including increased interest rates and inflation.
Both the availability and cost of credit are factors affecting consumer confidence, which is a critical driver of vehicle sales
for our consumers and dealers. Additionally, vehicle affordability for our consumers is becoming more challenging due to
a combination of factors, including elevated vehicle pricing resulting from inflationary cost increases and declines in
inventory supply, rising vehicle finance costs due to increased interest rates, and rising auto insurance rates. These factors
could have a material adverse effect on our business, revenue, results of operations, and financial condition.

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The failure to build, maintain, and protect our brands would harm our ability to attract a large
consumer audience and to expand the use of our marketplaces by consumers and dealers.
Maintaining and enhancing our brands will depend largely on the success of our efforts to maintain the trust of consumers
and dealers and to deliver value to each consumer and dealer using our marketplaces. Our ability to protect our brands is
also impacted by the success of our efforts to optimize our significant brand spend and overcome the intense competition
in brand marketing across our industry, including competitors that may imitate our messaging. In addition, we have, in the
past, reduced our brand spend, and it is possible that we may in the future decide to reduce such spend depending on
macroeconomic conditions. If consumers believe that we are not focused on providing them with a better automobile
shopping experience, or if we fail to overcome brand marketing competition and maintain a differentiated value
proposition in consumers’ minds, our reputation and the strength of our brands may be adversely affected.
Complaints or negative publicity about our business practices and culture, our management team and employees, our
marketing and advertising campaigns, our compliance with applicable laws and regulations, the integrity of the data that
we provide to consumers, data privacy and security issues, third party content and conduct on our websites, and other
aspects of our business, irrespective of their validity, could diminish consumers’ and dealers’ confidence and participation
in our marketplaces and could adversely affect our brands. There can be no assurance that we will be able to maintain or
enhance our brands, and failure to do so would harm our business and operating results.
If we are unable to provide a compelling experience to consumers on our marketplaces, the
number of connections between consumers and dealers using our marketplaces may decline and
our business and financial results would be materially and adversely affected.
If we are unable to provide a compelling experience to consumers on our marketplaces, the number of connections
between consumers and dealers using our marketplaces may decline, which, in turn, could lead dealers to stop listing their
inventory in our marketplaces, cancel their subscriptions, or reduce their spending with us. If dealers pause or cancel
listing their inventory in our marketplaces, we may not be able to attract a large consumer audience, which may cause
other dealers to pause or cancel their use of our marketplaces. This reduction in the amount of inventory available on our
marketplaces would materially and adversely affect our business and financial results. Our ability to provide a compelling
consumer experience, both on desktop computers and through mobile devices, is subject to a number of factors, including
our ability to:
•
maintain attractive marketplaces for consumers and dealers;
•
continue to innovate and introduce products for our marketplaces;
•
anticipate or adapt to new and changing technologies, including the use of AI, and consumer requirements on a
timely basis;
•
launch new products that are effective and have a high degree of consumer engagement;
•
display a wide variety of automobile inventory to attract more consumers to our websites;
•
provide mobile applications that engage consumers;
•
maintain the compatibility of our mobile applications with operating systems and with mobile devices running
such operating systems; and
•
access and analyze a sufficient amount of data to enable us to provide relevant information to consumers,
including pricing information and accurate vehicle details.

26
Our future revenue is uncertain, including due to potential macroeconomic effects, including
financial market volatility and disruption, inflationary concerns, changes in tax laws and
regulations, interest and currency exchange rates, uncertain economic conditions in the U.S. and
abroad, and the imposition of new or increased tariffs by the U.S. or foreign governments.
Our future revenue is uncertain and could potentially be impacted by macroeconomic issues, including:
•
reductions in business and consumer confidence;
•
labor disruptions, work stoppages, or strikes;
•
unemployment levels;
•
consumer debt levels;
•
financial market volatility and disruption;
•
inflationary concerns;
•
changes in tax laws and regulations;
•
interest and currency exchange rates;
•
uncertain economic conditions in the U.S. and abroad;
•
the imposition of new or increased tariffs by the U.S. or foreign governments;
•
import or export controls;
•
geopolitical events;
•
economic sanctions and trade restrictions; and
•
other matters that influence consumer spending and preferences as well as changes to the regulatory
landscape.
We will also not be able to grow as expected, or at all, if we fail to:
•
increase the number of consumers using our marketplaces;
•
maintain and expand the number of dealers that subscribe to our marketplaces and maintain and increase the
fees that they are paying;
•
further improve the quality of our marketplaces and introduce high quality new products;
•
increase the new product adoption rate with dealers to profitability;
•
attract and retain advertisers placing advertisements in our marketplaces; and
•
increase the number of connections between consumers and dealers using our marketplaces and connections
to paying dealers.
If our revenue declines or fails to grow, investors’ perceptions of our business may be adversely affected, and the market
price of our Class A common stock could decline.
We may be subject to disputes regarding the accuracy of the pricing and valuation products and
features of our marketplaces.
We provide consumers and dealers with valuation and pricing products and features, including IMV, Deal Ratings, New
Car Price Information, Next Best Deal Rating, Maximize Margin, and PriceVantage. Our valuation models depend on the
inventory listed on our websites as well as information regarding automotive sales. If the inventory on our websites
declines significantly, if the number of automotive sales declines significantly, or if used car sales prices become volatile,
whether as a result of macroeconomic effects or otherwise, our valuation models may not perform as expected. Revisions

27
to or errors in our automated valuation models, or the algorithms that underlie them, may cause these products and
features to vary from our expectations regarding the accuracy of these tools. In addition, from time to time, regulators,
consumers, dealers, and other industry participants may question or disagree with our valuation underlying these
products and features. Any such questions or disagreements could result in distraction from our business or potentially
harm our reputation, could result in a decline in consumers’ confidence in, or use of, our marketplaces, and could result in
legal disputes.
Failure to deal effectively with fraud or other illegal activity could harm our business.
We are exposed to potential fraudulent and illegal activity in our marketplaces, including listings of automobiles that are
not owned by the purported dealer or that the dealer has no intention of selling at the listed price; and receipt of
fraudulent leads that we may send to our dealers. The measures we have in place to detect and limit the occurrence of
such fraudulent and illegal activity in our marketplaces may not always be effective or account for all types of fraudulent
or other illegal activity now or in the future. Failure to limit the impact of fraudulent and illegal activity on our websites
could lead to potential legal liability, harm our business, cause us to lose paying dealer customers, and adversely affect our
reputation, financial performance, and growth prospects.
Seasonality and other factors may cause fluctuations in our operating results and our marketing
spend.
Across the retail automotive industry, consumer activity tends to be highest in the spring and summer months, aligning
with tax refund season and increased discretionary spending, as well as the rollout of new vehicle models. This seasonality
in vehicle purchasing behavior can influence dealer advertising budgets and inventory levels, which, in turn, could impact
demand for our products and services. These trends may impact the timing and effectiveness of both consumer and
dealer marketing initiatives, which could impact the efficiency of our marketing spend.
As our platform and offerings continue to scale, including our growing suite of software and data products for consumers
and dealers, and our growth rates moderate or cease, we may become more susceptible to seasonal trends that affect
vehicle transactions, consumer engagement, or dealer marketing behavior.
We have been, and may again be, subject to intellectual property disputes, which are costly to
defend and could harm our business and operating results.
We have been, and may again be, subject to claims and litigation alleging that we, content on our websites, or technology
used in our products infringe others’ intellectual property rights, including the trademarks, copyrights, patents, and other
intellectual property rights of third parties, including from our competitors or non-practicing entities. We may also learn
of possible infringement to our trademarks, copyrights, patents, and other intellectual property. Patent and other
intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may result in
significant settlement costs or payment of substantial damages. We host third-party images on our website and mobile
applications and may be subject to third-party claims of those images infringing on intellectual property rights of third
parties. Many potential litigants, including patent holding companies, have the ability to dedicate substantially greater
resources to enforce their intellectual property rights and to defend claims that may be brought against them.
Furthermore, a successful claimant could secure a judgment that requires us to stop offering some features or prevents us
from conducting our business as we have historically done or may desire to do in the future. We might also be required to
seek a license and pay royalties for the use of such intellectual property, which may not be available on commercially
acceptable terms, or at all. Alternatively, we may be required to modify our marketplaces and features, which could
require significant effort and expense and may ultimately not be successful.
In addition, we use open source software in our platform and will use open source software in the future. From time to
time, we may face claims regarding ownership of, or demanding release of, the source code, the open source software or
derivative works that were developed using such software, or otherwise seeking to enforce the terms of the applicable
open source license. These claims could also result in litigation, require us to purchase a costly license, or require us to
devote additional product, technology, and development resources to change our platforms or services, any of which

28
would have a negative effect on our business and operating results. Even if these matters do not result in litigation or are
resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to
litigate or resolve them, could harm our business, our operating results, and our reputation.
Failure to adequately protect our intellectual property could harm our business and operating
results.
Our business depends on our intellectual property, the protection of which is crucial to the success of our business. We rely
on a combination of patent, trademark, trade secret, and copyright law and contractual restrictions to protect our
intellectual property. In addition, we attempt to protect our intellectual property, technology, and confidential
information by requiring our employees and consultants to enter into confidentiality and assignment of inventions
agreements and third parties to enter into nondisclosure agreements as we deem appropriate. Despite our efforts to
protect our proprietary rights, unauthorized parties may attempt to copy aspects of our platform’s features, software,
and functionality or obtain and use information that we consider proprietary.
Competitors may adopt trademarks or trade names similar to ours, thereby harming our ability to build brand identity
and possibly leading to user confusion. In addition, there could be potential trade name or trademark infringement claims
asserted against us by owners of other registered or unregistered trademarks logos or slogans, for our use of registered
or unregistered trademarks, logos, or slogans or third-party trademarks that incorporate variations of our trademarks.
We currently hold various internet domain names relating to our brands. The regulation of domain names is subject to
change. Regulatory bodies could establish additional top-level domains, appoint additional domain name registrars, or
modify the requirements for holding domain names. As a result, we may not be able to acquire or maintain all domain
names that use the names of our brands. In addition, third parties have created and may in the future create copycat or
squatter domains to deceive consumers, which could harm our brands, interfere with our ability to register domain names,
and result in additional costs.
We have made and may continue to make acquisitions that could disrupt our operations and harm
our operating results.
We have acquired businesses in the past, and we may acquire additional businesses, products, services, and technologies
that complement or augment our service offerings and customer base in the future. If we are unable to identify and
execute on acquisitions, our revenue, business, prospects, financial condition, and operating results could suffer.
Mergers and acquisitions are inherently risky and subject to many factors outside of our control. We cannot give
assurances that our previous or future acquisitions will be successful and will not materially adversely affect our business,
operating results, or financial condition. Failure to manage and successfully integrate acquisitions could materially harm
our business and operating results.
Risks Related to Our Operations
We may be unable to halt the operations of websites that aggregate or misappropriate our data.
We have expended significant resources to develop proprietary content and any misappropriation of our data could
reduce the value of that content or our ROI related to that content, which could harm our competitive position and results
of operations. From time to time, third parties may misappropriate our data through website crawling, website scraping,
robots, or other means and aggregate this data with data from other sources. In addition, copycat websites may
misappropriate data in our marketplaces and attempt to imitate our brands or the functionality of our websites, or to use
data from our marketplace to develop data analytics and insights. This activity may also interfere with the operation of
our marketplace. We may be unable to detect and remedy all such activities in a timely and adequate manner. Regardless
of whether we can successfully enforce our rights against these third parties, any measures that we may take could
require us to expend significant financial or other resources, which could harm our business, results of operations, and
financial condition. In addition, to the extent that such activity creates confusion among consumers or advertisers, our

29
brands and business could be harmed.
Use of new and evolving technologies, including AI, could also impact our ability to protect our data and intellectual
property from misappropriation by third parties. AI is becoming increasingly powerful and sophisticated, and third parties
(including our competitors) and copycat websites may utilize AI to misappropriate our data more quickly and at a larger
scale than in the past. Use of AI also increases the risk of cyberattacks and data breaches, which can occur more quickly
and evolve more rapidly when AI is used. Further, the use of AI, whether by us or by third parties, may increase the risk
that our data, intellectual property, or confidential information will be inadvertently disclosed, which may result in
reputational harm, competitive harm, or legal liability and adversely affect our business, results of operations, or financial
condition.
We may be unable to maintain or grow relationships with data providers, or may experience
interruptions in the data they provide, which may create a less valuable or transparent shopping
experience and negatively affect our business and operating results.
We obtain data from many third-party data providers, including inventory management systems, automotive website
providers, customer relationship management systems, dealer management systems, governmental entities, and third-
party data brokers or licensors. Our business relies on our ability to obtain data for the benefit of consumers and dealers
using our marketplaces and ourselves. For example, our success in each market is dependent in part upon our ability to
obtain and maintain inventory data and other vehicle information for those markets. The loss or interruption of such
inventory data or other vehicle information could decrease the number of consumers and dealers using our marketplaces.
We could experience interruptions in our data access for a number of reasons, including difficulties in renewing our
agreements with data providers, changes to the software used by data providers, efforts by industry participants to
restrict access to data, and increased fees we may be charged by data providers. Our marketplaces could be negatively
affected if any current provider terminates its relationship with us or our service from any provider is interrupted. If there
is a material disruption in the data provided to us, the information that we provide to consumers and dealers using our
marketplaces may be limited. In addition, the quality, accuracy, and timeliness of this information may suffer, which may
lead to a less valuable or transparent shopping experience for consumers using our marketplaces and could negatively
affect our business and operating results.
Certain of our key business metrics are subject to inherent challenges in measurement and real or
perceived inaccuracies in such metrics may harm our reputation and negatively affect our
business.
We track certain key business metrics using internally produced data and data received from third parties, including third-
party platforms, to track certain performance indicators and metrics. Data from both such sources may include
information relating to fraudulent accounts and interactions with our sites or the social media accounts of our influencers
(including as a result of the use of bots or other automated or manual mechanisms to generate false impressions that are
delivered through our sites or their accounts). We have only limited abilities to verify data from our sites or third parties
and perpetrators of fraudulent impressions may change their tactics and may become more sophisticated, which would
make it still more difficult to detect such activity.
Our methodologies for tracking metrics may also change over time, which could result in changes to the metrics we
report. If we undercount or overcount performance due to the internal data analytics tools we use or issues with the data
received from third parties, or if our internal data analytics tools contain algorithmic or other technical errors, the data
we report may not be accurate or comparable with prior periods. In addition, limitations, changes, or errors with respect
to how we measure data may affect our understanding of certain details of our business, which could affect our longer-
term strategies.
If our key business metrics are not accurate representations of the reach or monetization of our brand, if we discover
material inaccuracies in our metrics or the data on which such metrics are based, or if we can no longer calculate any of
our key business metrics with a sufficient degree of accuracy and cannot find an adequate replacement for the metric, our
business, financial condition, and operating results could be adversely affected.

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Our ability to attract consumers to our websites and to provide certain services to our customers
depends on the collection of consumer data from various sources, which may be restricted by
consumer choice, privacy restrictions, and developments in laws, regulations, and industry
standards.
The success of our on-site monetization efforts, consumer marketing, and the delivery of digital advertisements for our
customers depends on our ability to leverage data, including data that we collect from our customers, data we receive
from our publisher partners and third parties, and data from our operations. Using cookies and non-cookie technologies,
such as mobile advertising identifiers, we collect information about the interactions of users with our customers’ and
publishers’ digital properties (including, for example, information about the placement of advertisements and users’
shopping or other interactions with our customers’ websites or advertisements). Our ability to successfully leverage such
data depends on our continued ability to access and use such data, which could be restricted by a number of factors,
including:
•
increasing consumer adoption of browser preference signals as a result of legislation;
•
privacy restrictions imposed by web browser developers, advertising partners, or other software developers
that impair our ability to understand the preferences of consumers by limiting the use of third-party cookies or
other tracking technologies or data indicating or predicting consumer preferences; and
•
new developments in, jurisdictional differences in, or new interpretations of privacy laws, regulations, and
industry standards.
Each of these developments could materially impact our ability to collect consumer data and deliver relevant digital
advertisements to attract consumers to our websites or to deliver targeted advertising for our advertising customers. If
we are unsuccessful in evolving our advertising and marketing strategies to adapt to and mitigate these evolving
consumer data limitations, our business could be materially impacted.
We and our third-party service providers collect, process, store, transfer, share, disclose, and use
consumer information and other data, and the actual or perceived failure of us or our third-party
service providers to protect such information and data or respect users’ privacy could expose us to
liability and adversely affect our reputation, brands, business, and operating results.
Some functions of our marketplaces involve the storage and transmission of consumers’ information, such as IP addresses
and site activity data, contact information of users who connect with dealers, credit applications, and other financial data
and profile information of users who create accounts on our marketplaces as well as dealers’ information. We also
process and store personal and confidential information of our vendors, partners, and employees, and we employ third-
party service providers, such as payment processing providers, who also regularly have access to customer and consumer
data. We have experienced in the past, and may in the future experience, cyber threats and incidents. Any cybersecurity
attack, data breach, or other security incident impacting such information, including the unauthorized acquisition or
access, compromise, or loss of such information, against us or our third-party service providers could expose us to a risk
of loss or exposure of this information, which could result in potential liability, litigation (including class action litigation) or
regulatory action, and remediation costs. We rely on encryption and authentication technology licensed from third parties
to effect secure transmission of such information, and we also rely on our third-party service providers to use sufficient
security measures to protect such information. Despite all of our efforts designed to protect this information, none of our
security measures or those of our third-party service providers provide absolute security and are susceptible to human
error, and they may not be effective in preventing a future failure of our systems. Like all information systems and
technology, our websites, mobile applications, and information systems, and those of our third-party service providers,
are subject to computer viruses, break-ins, phishing attacks, attempts to overload the systems with denial-of-service or
other attacks, ransomware, and similar incidents or disruptions from unauthorized use of our or our third-party service
providers’ systems, any of which could lead to interruptions, delays, or website shutdowns, and could cause loss of critical
data and the unauthorized disclosure, access, acquisition, alteration, or use of personal or other confidential information.
If we or our third-party service providers experience compromises to data security that result in website or mobile
application performance or availability problems, the complete shutdown of our websites or mobile applications, or the

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loss or unauthorized disclosure, access, acquisition, alteration, or use of confidential information, consumers, customers,
advertisers, partners, vendors, and employees may lose trust and confidence in us, and consumers may decrease the use
of our websites or stop using our websites entirely, dealers may stop or decrease their subscriptions with us, and
advertisers may decrease or stop advertising on our websites.
Further, outside parties have attempted and will likely continue to attempt to fraudulently induce employees, consumers,
or advertisers to disclose sensitive information in order to gain access to our information or our information of consumers,
dealers, advertisers, and employees. As cyber-attacks increase in frequency and sophistication, our cyber-security and
disaster recovery plans may not be effective in anticipating, preventing, and effectively responding to all potential cyber-
risk exposures. In addition, because the techniques used to obtain unauthorized access, disable, or degrade service or
sabotage systems constantly evolve, often are not recognized until after having been launched against a target, and may
originate from less regulated and remote areas around the world, we may be unable to proactively address these
techniques or to implement adequate measures for prevention and detection. For example, as AI continues to evolve,
cybercriminals could also use AI to develop malicious code and sophisticated phishing attempts.
Any or all of the issues above could adversely affect our brand reputation, negatively impact our ability to attract new
consumers, and increase engagement by existing consumers, cause existing consumers to reduce or stop the use of our
marketplaces or close their accounts, cause existing dealers and advertisers to cancel their contracts, cause employees to
terminate their employment, cause employment candidates to be unwilling to pursue employment opportunities or accept
employment offers, and/or subject us to governmental or third-party lawsuits, investigations, regulatory fines, or other
actions or liability, thereby harming our business, results of operations, and financial condition. Although we carry privacy,
data breach, and network security liability insurance, we cannot be certain that our coverage will be adequate for
liabilities actually incurred or sufficient to compensate us for the potentially significant losses, or that insurance will
continue to be available to us on economically reasonable terms or at all.
There are numerous federal, national, state, and local laws and regulations in the U.S. and around the world regarding
privacy and the collection, processing, storage, sharing, disclosure, use, cross-border transfer, and protection of personal
information and other data. These laws and regulations are evolving, are subject to differing interpretations, may be
costly to comply with, may result in regulatory fines, penalties, or on-going monitoring, may subject us to investigations
and/or third-party lawsuits, may be inconsistent between countries and state-level jurisdictions, and may conflict with
other requirements. We seek to comply with applicable industry standards and are subject to the terms of our privacy
policies and privacy-related obligations to third parties, as well as all applicable laws and regulations relating to privacy
and data protection. However, given the recency of these laws and the lack of enforcement examples so far, especially in
the U.S., it is possible that these obligations may be interpreted and applied in new ways or in a manner that is inconsistent
from one jurisdiction to another and may conflict with other rules or our practices and that new regulations could be
enacted. Several proposals have recently become effective or are pending, as applicable, before federal, state, local, and
foreign legislative and regulatory bodies that could significantly affect our business, which we refer to collectively as the
Privacy Regulations. The Privacy Regulations include the EU’s General Data Protection Regulation, the California
Consumer Protection Act, and an additional 19 separate U.S. state consumer privacy laws that are currently in effect or
will be going into effect over the next year (Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland,
Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah, and
Virginia). Certain of the Privacy Regulations have already required, and certain others may further require, us to change
our policies and procedures and may in the future require us to make changes to our marketplaces and other products.
These and other requirements could reduce demand for our marketplaces and other offerings, require us to take on more
onerous obligations in our contracts, and restrict our ability to store, transfer, and process data, which may seriously
harm our business. We may not be entirely successful in our efforts to comply with the evolving regulations to which we
are subject due to various factors within our control, such as limited internal resource allocation, or outside our control,
such as a lack of vendor cooperation, new regulatory interpretations, or lack of regulatory guidance in respect of certain
Privacy Regulations and other statutory requirements.
Any failure or perceived failure by us to comply with U.S. and international data protection laws and regulations, our
privacy policies, or our privacy-related obligations to consumers, customers, employees, and other third parties, or any
compromise of security that results in the unauthorized release or transfer of data, which could include personal
information or other user data, may result in governmental investigations, enforcement actions, regulatory fines,

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litigation, criminal penalties, or public statements against us by consumer advocacy groups or others, and could cause
consumers and dealers to lose trust in us, which could significantly impact our brand reputation and have an adverse
effect on our business. Additionally, if any third party that we share information with experiences a security breach or
fails to comply with its privacy-related legal obligations or commitments to us, such matters may put employee, consumer,
or dealer information at risk and could, in turn, expose us to claims for damages, regulatory fines, penalties, or litigation
and harm our reputation, business, and operating results.
Cybersecurity risks and cyber incidents, as well as other significant disruptions of our information
technology networks and related systems and resources, could adversely affect our business,
disrupt operations, and expose us to liabilities to employees, customers, governmental regulators,
and other third parties.
We use information technology and other computer resources to carry out important operational activities and to
maintain our business records. As part of our normal business activities, we permit certain employees to perform some or
all of their business activities remotely, we collect and store certain personal identifying and/or confidential information
relating to our employees, customers, vendors, and suppliers, and we maintain operational and financial information
related to our business. Furthermore, we rely on products and services provided by third-party suppliers to operate
certain critical business systems, including cloud-based infrastructure, encryption and authentication technology, email,
and other functions, which exposes us to supply-chain attacks or other business disruptions.
We face risks associated with security breaches through cyber-attacks or cyber-intrusions, malware, computer viruses
and malicious codes, ransomware, attachments to e-mail, unauthorized access attempts, denial of service attacks,
phishing, social engineering, persons with access to systems inside our organization, and other significant disruptions of
our information technology networks and related systems. We have experienced in the past, and may in the future
experience, security breaches and threats. The risk of a security breach has generally increased as the frequency,
intensity, and sophistication of attempted attacks and intrusions from around the world have increased. Even the most
well protected information, networks, systems, and facilities remain potentially vulnerable because the techniques, tools,
and tactics used in such attempted security breaches evolve and generally are not recognized until launched against a
target, and in some cases are designed to not be detected and, in fact, may not be detected. Accordingly, we may be
unable to anticipate these techniques or to implement adequate security barriers, disaster recovery, or other
preventative or corrective measures, and thus it is impossible for us to entirely counteract this risk or fully mitigate the
harms after such an attack.
We have implemented certain systems and processes intended to address ongoing and evolving cybersecurity risks,
secure our information technology, applications and computer systems, and prevent unauthorized access to or loss of
sensitive, confidential, and personal data. However, our security measures, taken as a whole, may not be sufficient for all
possible situations and may be vulnerable to, among other things, fraud, hacking, employee error, system error, and
faulty password management.
Our ability to conduct our business may be impaired if our or our services providers’ information technology networks,
systems, or resources, including our and their websites or e-mail systems, are compromised, degraded, damaged, or fail,
whether due to a virus or other harmful circumstance, fraud, intentional penetration, or disruption of our or their
information technology resources by:
•
a third party;
•
natural disaster;
•
a failure of hardware or software due to a design or programmatic flaw;
•
a failure of hardware or software security controls;
•
telecommunications system failure;
•
service provider error or failure;
•
fraudulent transactions;

33
•
intentional or unintentional personnel actions;
•
lost connectivity to our networked resources; or
•
a failure of disaster recovery system.
A significant and extended disruption could damage our business or reputation and cause, amongst other things, loss of
revenue or customer relationships, unintended and/or unauthorized public disclosure, or the misappropriation of
proprietary, personal identifying, and confidential information, and us to incur significant expenses to address and
remediate or otherwise resolve these kinds of issues.
The release of confidential information may also lead to litigation or other proceedings against us by affected individuals,
business partners, and/or regulators, and the outcome of such proceedings, which could include losses, penalties, fines,
injunctions, expenses, and charges recorded against our earnings and cause us reputational harm and/or could have a
material and adverse effect on our business, financial position, or results of operations.
We rely on third-party service providers and strategic partners for many aspects of our business,
and any failure to maintain these relationships or to successfully integrate certain third-party
platforms could harm our business.
Our success depends upon our relationships with third parties, including our data center hosts; our information technology
providers; our data providers for inventory and vehicle information; and our advertising serving platforms. If these third
parties experience difficulty meeting our requirements or standards, have adverse audit results, violate the terms of our
agreements or applicable law, fail to obtain or maintain applicable licenses, or if the relationships we have established
with such third parties expire or otherwise terminate, it could make it difficult for us to operate some aspects of our
business, which could damage our business and reputation. In addition, if such third-party service providers or strategic
partners were to cease operations, temporarily or permanently, face financial distress or other business disruptions, or
increase their fees or if our relationships with these providers or partners deteriorate or terminate, whether as a result of
macroeconomic conditions or otherwise, we could suffer increased costs and we may be unable to provide similar services
until an equivalent provider could be found or we could develop replacement technology or operations. Furthermore, if we
are unsuccessful in identifying or finding high-quality partners, if we fail to negotiate cost-effective relationships with
them, or if we ineffectively manage these relationships, it could have an adverse impact on our business and financial
results.
Our enterprise systems require that we integrate the platforms hosted by certain third-party service providers. We are
responsible for integrating these platforms and updating them to maintain proper functionality. Issues with these
integrations, our failure to properly update third-party platforms, or any interruptions to our internal enterprise systems
could harm our business by causing delays in our ability to quote, activate service, maintain service, and bill new and
existing customers on our platform.
A significant disruption in service on our websites or mobile applications could damage our
reputation and result in a loss of consumers, which could harm our business, brands, operating
results, and financial condition.
Our brands, reputation, and ability to attract consumers, dealers, and advertisers depend on the reliable performance of
our technology infrastructure and content delivery. We have experienced, and we may in the future experience,
interruptions with our systems. Interruptions in these systems could affect the security or availability of our marketplaces,
and prevent or inhibit the ability of dealers and consumers to access our marketplaces. For example, past disruptions
have impacted our ability to activate customer accounts and manage our billing activities in a timely manner. Such
interruptions have resulted, and may in the future result, in third parties accessing our confidential and proprietary
information, including our intellectual property. Problems with the reliability or security of our systems could harm our
reputation, harm our ability to protect our confidential and proprietary information, result in a loss of consumers and
dealers, and result in additional costs.

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Substantially all of the communications, network, and computer hardware used to operate our platforms is located in the
eastern region of the U.S., and internationally near each of London, England; Dublin, Ireland; and Frankfurt, Germany.
These facilities include hosting through Amazon Web Services, a provider of cloud infrastructure services. Although we
can host our U.S. CarGurus’ marketplace from two alternative locations and we believe our systems are redundant, there
may be exceptions for certain hardware or software. In addition, we do not own or control the operation of these
facilities. Any disruptions or other operational performance problems with these facilities or problems faced by their
operators, including our cloud infrastructure service provider, could result in material interruptions in our services,
adversely affect our reputation and results of operations, and subject us to liability. We also use third-party hosting
services to back up some data but do not maintain redundant systems or facilities for some of the services. A disruption to
one or more of these systems has caused, and may in the future cause, us to experience an extended period of system
unavailability, which could negatively impact our relationship with consumers, customers, and advertisers. Our systems
and operations are vulnerable to damage or interruption from fire, flood, extreme weather conditions, power loss,
telecommunications failure, terrorist attacks, acts of war, electronic breaches, cyber-attacks, phishing attempts, errors
by employees, physical break-ins, computer viruses, earthquakes, and similar events. The occurrence of any of these
events could result in damage to our systems and hardware or could cause them to fail. In addition, we may not have
sufficient protection or recovery plans in certain circumstances.
Any errors, defects, disruptions, or other performance or reliability problems with our network operations could cause
interruptions in access to our marketplaces as well as delays and additional expense in arranging new facilities and
services and fixing or replacing any affected systems or hardware and could harm our reputation, business, brands,
operating results, and financial condition. Although we carry insurance, it may not be sufficient to compensate us for the
potentially significant losses, including the potential harm to the future growth of our business, that may result from
interruptions in our service as a result of system failures.
We could be subject to adverse changes in tax laws, regulations, and interpretations, plus
challenges to our tax positions.
We are subject to taxation in the U.S. and certain other jurisdictions in which we operate, which could include corporate
income tax, value added tax, excise tax, sales and use tax, gross receipts tax, and property tax. Changes in applicable tax
laws or regulations may be proposed or enacted that could materially and adversely affect our effective tax rate, tax
payments, results of operations, financial condition, and cash flows. In addition, tax laws and regulations are complex and
subject to varying interpretations. Significant judgment is required to evaluate applicable tax obligations and, as a result,
amounts recorded are estimates and are subject to adjustments. In many cases, the ultimate tax determination is
uncertain because it is not clear when and how new and existing tax laws or regulations might apply to our business. If we
are found to have not adequately addressed our tax obligations, our business could be adversely impacted.
There is also uncertainty over sales tax liability. For example, in 2018 the U.S. Supreme Court decided South Dakota v.
Wayfair, Inc. That decision overturned earlier case law that online sellers are not required to collect sales and use taxes
unless they have a physical presence in the buyer’s state. Although the Wayfair decision has not had a material effect on
our business, it continues to reshape the sales tax landscape and responses from federal and state legislators, regulators,
and courts and could materially increase our tax administrative costs and tax risk.
Additionally, certain states require sales and use tax to be collected and remitted with respect to the provision of software
as a service, or SaaS, downloadable software, information services, data processing services, digital services, digital
goods, and, under certain circumstances, lead generating services. The application of such sales and use taxes to
businesses like ours is complex and evolving. To the extent regulators take the position that such laws require us to collect
and remit sales and use taxes or characterize any of our existing or future product offerings as taxable SaaS,
downloadable software, information services, data processing services, digital services, digital goods, lead generation
services, or as any other taxable product or service, our business could be adversely affected.
We are also regularly subject to audits by tax authorities. Any adverse development or outcome in connection with any
such tax audits, and any other audits or litigation, could materially and adversely impact our effective tax rate, tax
payments, results of operations, financial condition, and cash flows.

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Our international operations involve risks that may differ from, or are in addition to, our domestic
operational risks.
In addition to the U.S., we operate marketplaces in the U.K. and Canada, which are less familiar competitive environments
and involve various risks, including the need to invest significant resources and the likelihood that returns on such
investments will not be achieved for several years, or possibly at all. We have incurred losses in prior periods in the U.K.
and Canada and may incur losses there again in the future. We also face various other challenges in those jurisdictions.
Our competitors may be more established or otherwise better positioned than we are to succeed in the U.K. and Canada.
Our competitors may offer services to dealers that make dealers dependent on them, such as hosting dealers’ websites
and providing inventory feeds for dealers, which would make it difficult to attract dealers to our marketplaces. Any of
these barriers could impede our operations in our international markets, which could affect our business and potential
growth.
Our ability to manage our business and conduct our operations internationally requires considerable management
attention and resources, and is subject to the particular challenges of supporting a business in an environment of multiple
cultures, customs, legal and regulatory systems, alternative dispute resolution systems, and commercial infrastructures.
Operating internationally may subject us to different risks or increase our exposure in connection with current risks,
including:
•
adapting our websites, mobile applications, and services to conform to local consumer behavior;
•
increased competition from local providers and potential preferences by local populations for local providers;
•
compliance with applicable foreign laws and regulations, including different privacy, consumer, financial,
censorship, and liability standards and regulations and different intellectual property laws;
•
the enforceability of our intellectual property rights;
•
credit risk and higher levels of payment fraud;
•
compliance with anti-bribery laws, including compliance with currency exchange rate fluctuations;
•
adverse changes in trade relationships among foreign countries and/or between the U.S. and such countries
(which could result in the potential implementation of more restrictive trade policies, higher tariffs, or the
renegotiation of existing trade agreements in the U.S. or countries that could adversely affect our supply chain
and our business);
•
double taxation of our international earnings and potentially adverse tax consequences arising from the tax
laws of the U.S. or the foreign jurisdictions in which we operate; and
•
higher costs of doing business internationally.
We depend on key personnel to operate our business, and if we are unable to retain, attract, and
integrate highly qualified personnel, or if we experience turnover of our key personnel, our ability
to develop and successfully grow our business could be materially and adversely affected.
We believe our success has depended, and continues to depend, on our continuing ability to attract, develop, motivate,
and retain highly qualified and skilled employees. We have encountered intense competition for retaining and attracting
highly qualified and skilled employees. Retaining highly qualified personnel can be influenced by external market
conditions, employee well-being, our employer reputation, and competitive poaching. Accordingly, we have incurred, and
we may continue to incur, significant costs to attract new employees and retain existing ones, and we may in the future
become less competitive in attracting and retaining employees as a result of any expense reduction efforts that we may
initiate. If we do not succeed in attracting well-qualified employees, including talent trained in AI, machine learning, and
other market-leading skills and capabilities in new technologies, or retaining and motivating existing employees, our
business could be materially and adversely affected.
A number of our team members are foreign nationals who rely on visas and entry permits in order to legally work in the
U.S. and other countries. On September 19, 2025, President Trump issued a Proclamation entitled “Restrictions on Entry

36
of Certain Nonimmigrant Workers” that provided for, among other things, the imposition of a $100,000 fee for certain
H-1B visas. Our talent pool for U.S. positions includes workers outside the U.S. who would require new H-1B visas to work
for us in the U.S. Given the size of the increased fee, this Proclamation significantly increases the cost of recruiting new
talent from outside the U.S., effectively reducing our talent pool for U.S. positions, which may make recruiting for such
positions more difficult, especially for those positions that require certain technical skills. Compliance with new and
unexpected U.S. immigration and labor laws could also require us to incur additional unexpected labor costs and expenses
or could restrain our ability to retain and attract skilled professionals. Any of these restrictions could have a material
adverse effect on our business, results of operations, and financial conditions.
In addition, any unplanned turnover, reduced involvement, or our failure to develop an adequate succession plan for any
of our executive officers or key employees, or the reduction in their involvement in the management of our business, could
materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate
replacements on a timely basis, or at all. Our executive officers and other employees are at-will, which means they may
terminate their employment relationships with us at any time. We cannot ensure that we will be able to retain the services
of any members of our senior management or other key employees. Furthermore, changes in our senior management
team and other key employees have the potential to disrupt our business, and any such disruption could adversely affect
our operations, growth, financial condition, or results of operations.
We are subject to a complex framework of laws and regulations, many of which are unsettled, still
developing, and contradictory, which have in the past, and could in the future, subject us to claims,
challenge our business model, or otherwise harm our business.
Various aspects of our business are, may become, or may be viewed by regulators from time to time as subject, directly or
indirectly, to U.S. federal, state, and local laws and regulations and to foreign laws and regulations.
Local Motor Vehicle Sales, Advertising and Brokering, and Consumer Protection Laws
The advertising and sale of new and used motor vehicles is highly regulated by the jurisdictions in which we do business.
Regulatory authorities or third parties could take the position that some of the laws or regulations applicable to dealers or
to the manner in which motor vehicles are advertised and sold generally are directly applicable to certain aspects of our
business. If our marketplaces and related products are determined to not comply with relevant regulatory requirements,
we or dealers could be subject to civil and criminal penalties, including fines, or the award of significant damages in class
actions or other civil litigation, as well as orders interfering with our ability to continue providing our marketplaces and
related products and services in certain jurisdictions. In addition, even absent such a determination, to the extent dealers
are uncertain about the applicability of such laws and regulations to our business, we may lose or have difficulty increasing
the number of paying dealers, which would affect our future growth.
If regulators or other third parties take the position that our marketplaces or related products violate applicable dealer
licensing, brokering, bird-dog, consumer protection, consumer finance, or advertising laws or regulations, responding to
such allegations could be costly, could require us to pay significant sums in settlements, could require us to pay civil and
criminal penalties, including fines, could interfere with our ability to continue providing our marketplaces and related
products in certain jurisdictions, or could require us to make adjustments to our marketplaces and related products or the
manner in which we derive revenue from dealers using our platform, any or all of which could result in substantial adverse
publicity, termination of subscriptions by dealers, decreased revenue, distraction for our employees, increased expenses,
and decreased profitability.
Federal Laws and Regulations
The Federal Trade Commission, or the FTC, has the authority to take actions to remedy or prevent acts or practices that
it considers to be unfair or deceptive and that affect commerce in the U.S. If the FTC or any other state regulatory body
takes the position in the future that any aspect of our business, including our advertising and privacy practices, constitutes
an unfair or deceptive act or practice, responding to such allegations could require us to defend our practices and pay
significant damages, settlements, and civil penalties, or could require us to make adjustments to our marketplaces and
related products and services, any or all of which could result in substantial adverse publicity, distraction for our

37
employees, loss of participating dealers, lost revenue, increased expenses, and decreased profitability.
Our platforms enable us, dealers, and users to send and receive text messages and other mobile phone communications.
The TCPA, as interpreted and implemented by the FCC and federal and state courts, impose significant restrictions on
utilization of telephone calls and text messages to residential and mobile telephone numbers as a means of
communication, particularly if the prior express consent of the person being contacted has not been obtained. Violations
of the TCPA may be enforced by the FCC, by state attorneys general, or by others through litigation, including class
actions. Furthermore, several provisions of the TCPA, as well as applicable rules and orders, are open to multiple
interpretations and compliance may involve fact-specific analyses.
Any failure by us, or the third parties on which we rely, to follow, or successfully implement, appropriate processes and
procedures in response to existing or future laws and regulations could result in legal and monetary liability, fines, and
penalties or damage to our reputation in the marketplace, any of which could have a material adverse effect on our
business, financial condition, and results of operations. Even if the claims are meritless, we may be required to expend
resources and pay costs to defend against regulatory actions or third-party claims. Additionally, any change to applicable
laws or their interpretations that further restricts the way consumers and dealers interact through our platforms, or any
governmental or private enforcement actions related thereto, could adversely affect our ability to attract customers and
could harm our business, financial condition, results of operations, and cash flows.
Antitrust and Other Laws
Antitrust and competition laws prohibit, among other things, any joint conduct among competitors that would lessen
competition in the marketplace. A governmental or private civil action alleging unlawful or anticompetitive activity could
be costly to defend and could harm our business, results of operations, financial condition, and cash flows.
Claims could be made against us under both U.S. and foreign laws, including claims for defamation, libel, privacy
violations, false advertising, unfair trade or deceptive practices, or intellectual property infringement, or claims based on
other theories related to the nature and content of the materials disseminated by our marketplaces and on portions of our
websites. Our defense against any of these actions could be costly and involve significant time and attention of our
management and other resources. If we become liable for information transmitted in our marketplaces, we could be
directly harmed and we may be forced to implement new measures to reduce our exposure to this liability.
The foregoing description of laws and regulations to which we are or may be subject is not exhaustive, and the regulatory
framework governing our operations is subject to continuous change. We are, and we will continue to be, exposed to legal
and regulatory risks including with respect to privacy, tax, law enforcement, content, intellectual property, competition,
and other matters. The enactment of new laws and regulations or the interpretation of existing laws and regulations, both
domestically and internationally, may affect the operation of our business, directly or indirectly, which could result in
substantial regulatory compliance costs, civil or criminal penalties, including fines, adverse publicity, loss of subscribing
dealers, lost revenue, increased expenses, and decreased profitability. Further, investigations by federal and state
governmental agencies, including the FTC, into allegedly anticompetitive, unfair, deceptive or other business practices by
us or dealers using our marketplaces, or state attorney general offices combining resources to investigate state privacy
law violations, could cause us to incur additional expenses and, if adversely concluded, could result in substantial civil or
criminal penalties and significant legal liability, or orders requiring us to make adjustments to our marketplaces and
related products and services.
We may require additional capital to pursue our business objectives and respond to business
opportunities, challenges, or unforeseen circumstances. If we are unable to generate sufficient
cash flows or if capital is not available to us, our business, operating results, financial condition,
and prospects could be adversely affected.
If we are unable to generate sufficient cash flows, we would require additional capital to pursue our business objectives
and respond to business opportunities, challenges, or unforeseen circumstances, including the effects of macroeconomic
issues, as well as to make marketing expenditures to improve our brand awareness, develop new products, further

38
improve our platform and existing products, enhance our operating infrastructure, and acquire complementary
businesses and technologies. We may need to engage in equity or debt financings to secure additional funds, in addition to
our revolving credit facility associated with the Credit Agreement (as defined below), which we refer to as the 2022
Revolver. Additional funds may not be available when we need them on terms that are acceptable to us or at all. Volatility
in the equity and credit markets, including heightened inflation and interest rate and currency rate fluctuation, may also
have an adverse effect on our ability to obtain equity or debt financing. An inability to obtain adequate financing or
financing on terms satisfactory to us when we require it could significantly limit our ability to continue to pursue our
business objectives and to respond to business opportunities, challenges, or unforeseen circumstances and could adversely
affect our business, operating results, financial condition, and prospects.
The 2022 Revolver contains certain covenants and other restrictions on our actions that may limit
our operational flexibility or otherwise adversely affect our results of operations.
The 2022 Revolver includes a number of covenants that limit our ability to, among other things, grant or incur liens, incur
additional indebtedness, make certain restricted investments or payments, enter into certain mergers and acquisitions, or
engage in certain asset sales, subject in each case to certain exceptions. The 2022 Revolver also subjects us to financial
covenants in respect of minimum liquidity and requires that we maintain a net leverage ratio. The 2022 Revolver may
restrict our current and future operations and could adversely affect our ability to finance our future operations or capital
needs. Complying with these covenants may make it more difficult for us to successfully execute our business strategy and
compete against companies which are not subject to such restrictions. Further, interest rate fluctuations may materially
adversely affect our results of operations and financial conditions due to the variable interest rate on the 2022 Revolver,
in the event that we draw down funds thereunder.
A failure by us to comply with the covenants or payment requirements specified in the 2022 Revolver could result in an
event of default, which would give the lenders the right to terminate their commitments to provide loans under the 2022
Revolver and to declare any borrowings outstanding, together with any accrued and unpaid interest and fees, to be
immediately due and payable. If any debt under the 2022 Revolver were to be accelerated, we may not have sufficient
cash or be able to borrow sufficient funds to refinance the debt or sell sufficient assets to repay the debt, which could
immediately adversely affect our business, cash flows, results of operations, and financial condition. Even if we were able
to obtain new financing, it may not be on commercially reasonable terms or on terms that are acceptable to us. As of
December 31, 2025, there were no borrowings and $9.4 million in letters of credit outstanding under the 2022 Revolver
associated with our leases.
If we fail to maintain effective internal control and remediate any future control deficiencies, we
may not be able to accurately or timely report our financial condition or results of operations,
which may adversely affect our business and the market price of our Class A common stock.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that
there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will
not be prevented or detected on a timely basis. We previously identified a material weakness in our internal control over
financial reporting, which was subsequently remediated during the year ended December 31, 2024. If additional material
weaknesses or significant deficiencies in our internal control over financial reporting are discovered or occur in the future,
our consolidated financial statements may contain misstatements and we could be required to restate our financial
results. In addition, if we are unable to produce accurate consolidated financial statements in the future, investors could
lose confidence in the accuracy and completeness of our financial reports, the market price of our Class A common stock
could decline, we could be subject to sanctions or investigations by Nasdaq, the SEC, or other regulatory authorities, and
our ability to access the capital markets could be limited. Further, because of its inherent limitations, even our remediated
and effective internal control over financial reporting may not prevent or detect all misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in our conditions, or that the degree of compliance with our policies or procedures may deteriorate.

39
Risks Related to Our Class A Common Stock
Our founder controls a majority of the voting power of our outstanding capital stock and,
therefore, has control over key decision-making and could control our actions in a manner that
conflicts with the interests of other stockholders.
Primarily by virtue of his holdings in shares of our Class B common stock, which has a ten-to-one voting ratio compared to
our Class A common stock, Langley Steinert, our founder and Executive Chair, is able to exercise voting rights with respect
to a majority of the voting power of our outstanding capital stock and, therefore, has the ability to control the outcome of
matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation, or
sale of all or substantially all of our assets. This concentrated control could delay, defer, or prevent a change of control,
merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this
concentrated control could result in the consummation of such a transaction that our other stockholders do not support.
This concentrated control could also discourage a potential investor from acquiring our Class A common stock, which
might harm the trading price of our Class A common stock. In addition, Mr. Steinert has significant influence in the
management and major strategic investments of our company as a result of his position as Executive Chair, and his ability
to control the election or replacement of our directors. As our Executive Chair, Mr. Steinert owes a fiduciary duty to our
stockholders and must act in good faith in a manner he reasonably believes to be in the best interests of our stockholders.
If Mr. Steinert’s status as an officer and a director is terminated, his fiduciary duties to our stockholders will also
terminate, but his voting power as a stockholder will not be reduced as a result of such termination unless such termination
is either made voluntarily by Mr. Steinert or due to Mr. Steinert’s death, or if the sum of the number of shares of our
capital stock held by Mr. Steinert, by any Family Member of Mr. Steinert and by any Permitted Entity of Mr. Steinert (as
such capitalized terms are defined in our amended and restated certificate of incorporation, included as Exhibit 3.1 to this
Annual Report), assuming the exercise and settlement in full of all outstanding options and convertible securities and
calculated on an as-converted to Class A common stock basis, is less than 9,091,484 shares. As a stockholder, even a
controlling stockholder, Mr. Steinert is entitled to vote his shares in his own interests, which may not always be aligned with
the interests of our other stockholders.
In the event that Mr. Steinert no longer controls a majority of the voting power, whether as a result of the disposition of
some or all his shares of Class A or Class B common stock, the conversion of the Class B common stock into Class A
common stock in accordance with its terms, or otherwise, our business or the trading price of our Class A common stock
may be adversely affected.
The multiple class structure of our common stock has the effect of concentrating voting control
with our founder and certain other holders of our Class B common stock, which will limit or
preclude the ability of our stockholders to influence corporate matters.
Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. Our founder
and certain of his affiliates hold a substantial number of the outstanding shares of our Class B common stock and,
therefore, hold a substantial majority of the voting power of our outstanding capital stock. Because of the ten-to-one
voting ratio between our Class B and Class A common stock, the holders of our Class B common stock collectively control a
majority of the combined voting power of our common stock and, therefore, are able to control all matters submitted to
our stockholders for approval so long as the shares of Class B common stock represent at least 9.1% of all outstanding
shares of our Class A and Class B common stock. This concentrated control will limit or preclude the ability of our other
stockholders to influence corporate matters for the foreseeable future. Additionally, transfers by holders of Class B
common stock will generally result in those transferred 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 has had and will continue to have the effect, over time, of increasing the
relative voting power of those holders of Class B common stock who retain such shares. If, for example, Mr. Steinert
retains a significant portion of his holdings of Class B common stock, he could continue to control a majority of the
combined voting power of our outstanding capital stock.

40
Our status as a “controlled company” could make our Class A common stock less attractive to
some investors or otherwise harm the trading price of our Class A common stock.
More than 50% of our voting power is held by Mr. Steinert. As a result, we are a “controlled company” under the corporate
governance rules for Nasdaq-listed companies and may elect not to comply with certain Nasdaq corporate governance
requirements. We rely and have relied on certain or all of these exemptions. Accordingly, should the interests of our
controlling stockholder differ from those of other stockholders, the other stockholders may not have the same protections
afforded to stockholders of companies that are subject to all of the corporate governance rules for Nasdaq-listed
companies. Our status as a controlled company could make our Class A common stock less attractive to some investors or
otherwise harm our stock price.
The trading price of our Class A common stock has been and may continue to be volatile and the
value of our stockholders’ investment in our stock could decline.
The trading price of our Class A common stock has been and may continue to be volatile and fluctuate substantially. The
trading price of our Class A common stock depends on a number of factors, including those described in this “Risk
Factors” section, many of which are beyond our control and may not be related to our operating performance. Factors
that could cause fluctuations in the trading price of our Class A common stock include:
•
changes in the operating performance and stock market valuations of other technology companies generally,
or those in our industry in particular;
•
sales of shares of our Class A common stock by us or our stockholders;
•
adverse changes to recommendations regarding our stock by covering securities analysts;
•
failure of securities analysts to maintain coverage of us, changes in financial estimates by any securities
analysts who follow us, or our failure to meet these estimates or the expectations of investors;
•
announcements by us or our competitors of new products;
•
the public’s reaction to our issuances of earnings guidance or other public announcements and filings;
•
real or perceived inaccuracies in our key metrics;
•
actual or anticipated changes or fluctuations in our operating results or developments in our business, our
competitors’ businesses, or the competitive landscape generally;
•
litigation involving us or investigations by regulators into our operations or those of our competitors;
•
developments or disputes concerning our proprietary rights;
•
announced or completed acquisitions of businesses or technologies by us or our competitors;
•
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
•
changes in accounting standards, policies, or guidelines;
•
any significant change in our management;
•
changes in the automobile industry;
•
actions of an activist stockholder;
•
public health emergencies; and
•
general economic conditions.

41
There can be no assurance that we will continue to repurchase shares or that our share repurchase
program will enhance stockholder value, and share repurchases could affect the price of our Class
A common stock.
In February 2026 we announced that our Board of Directors authorized a program to purchase up to $250.0 million of our
Class A common stock, or the 2026 Share Repurchase Program, with an expiration date of December 31, 2026.
Repurchases under the 2026 Share Repurchase Program may be made through a variety of methods and are subject to
market and business conditions, levels of available liquidity, cash requirements for other purposes, and regulatory and
other relevant factors. The timing, pricing, and size of share repurchases will depend on a number of factors, including
price, corporate and regulatory requirements, and general market and economic conditions. The 2026 Share Repurchase
Program does not obligate us to repurchase any minimum dollar amount or number of shares, and may be suspended or
discontinued by our Board of Directors at any time, which may result in a decrease in the price of our Class A common
stock.
Repurchases under the 2026 Share Repurchase Program will decrease the number of outstanding shares of our Class A
common stock and, therefore, could affect the price of our Class A common stock and increase its volatility. The existence
of the 2026 Share Repurchase Program could also cause the price of our Class A common stock to be higher than it would
be in the absence of such a program and could reduce the market liquidity for our Class A common stock. Repurchases
under the 2026 Share Repurchase Program will diminish our cash reserves, which could impact our ability to further
develop our business and service our indebtedness. There can be no assurance that any share repurchases will enhance
stockholder value because the market price of our Class A common stock may decline below the levels at which we
repurchased such shares. Any failure to repurchase shares after we have announced our intention to do so may negatively
impact our reputation and investor confidence in us and may negatively impact our Class A common stock price. Although
the 2026 Share Repurchase Program is intended to enhance long-term stockholder value, short-term price fluctuations
could reduce the program’s effectiveness.
General Risk Factors
We participate in a highly competitive market, and pressure from existing and new companies
may adversely affect our business and operating results.
We face significant competition from companies that provide listings, car-shopping information, lead generation,
marketing, and digital car-buying and -selling services designed to help consumers and dealers shop for cars and to
enable dealers to reach these consumers. Our competitors include online automotive marketplaces and websites; online
dealerships; internet search engines (including aggregation sites and AI-generated search engines); social media
marketplaces; peer-to-peer marketplaces; sites operated by automobile dealers and original equipment manufacturers;
and e-commerce sites. We compete with these and other companies for a share of dealers’ overall marketing budget for
online and offline media marketing spend and we compete with these and other companies in attracting consumers to our
websites. To the extent that dealers view alternative marketing and media strategies to be superior to our marketplaces,
we may not be able to maintain or grow the number of dealers subscribing to, and advertising on, our marketplaces, and
our business and financial results may be adversely affected. We also expect that new competitors will continue to enter
the online automotive retail and wholesale industries with competing marketplaces, products, and services, and that
existing competitors will expand to offer competing products or services, which could have an adverse effect on our
business and financial results.
Our competitors could significantly impede our ability to expand the number of dealers using our marketplaces or could
offer discounts that could significantly impede our ability to maintain our pricing structure. Our competitors may also
develop and market new technologies that render our existing or future platforms and associated products less
competitive, unmarketable, or obsolete. In addition, if our competitors develop platforms with similar or superior
functionality to ours, or if our web traffic declines, we may need to decrease our subscription and advertising fees. If we
are unable to maintain our current pricing structure due to competitive pressures, our revenue would likely be reduced and
our financial results would be negatively affected. Furthermore, our existing and potential competitors may have

42
significantly more financial, technical, marketing, and other resources than we have, which may allow them to offer more
competitive pricing and the ability to devote greater resources to the development, promotion, and support of their
marketplaces, products, and services. They may also have more extensive automotive industry relationships than we
have, longer operating histories, and greater name recognition. In addition, these competitors may be able to respond
more quickly with technological advances and to undertake more extensive marketing or promotional campaigns than we
can. To the extent that any competitor has existing relationships with dealers or auto manufacturers for marketing or
data analytics solutions, those dealers and auto manufacturers may be unwilling to partner with us. If we are unable to
compete with these competitors, the demand for our marketplaces and related products and services could substantially
decline.
In addition, our competitors may outpace us in incorporating technologies, such as AI, into their product offerings and
engagement with customers, which could affect our competitiveness and operational outcomes. Our efforts to utilize
these technological advancements may not be successful, may result in substantial integration and maintenance costs,
and may expose us to additional risks. The content, analyses, or recommendations generated by AI products or services, if
deficient, inaccurate, or biased, could adversely impact our business, financial condition, and operational results as well as
our reputation. Moreover, ethical concerns associated with AI could lead to brand damage, competitive disadvantages, or
legal repercussions. Any problems with our implementation or use of AI or other technological advancements could
negatively impact our business or results of our operations.
We expect our results of operations to fluctuate on a quarterly and annual basis.
Our revenue and results of operations could vary significantly from period to period as a result of a variety of factors,
some of which are outside of our control, including macroeconomic issues, such as increased interest rates and lower
consumer confidence. Our results may vary as a result of fluctuations in the number of dealers subscribing to our
marketplaces and the size and seasonal variability of our advertisers’ marketing budgets. As a result of the potential
variations in our revenue and results of operations, period-to-period comparisons may not be meaningful and the results
of any one period should not be relied on as an indication of future performance. In addition, our results of operations may
not meet the expectations of investors or covering analysts, which may adversely affect the trading price of our Class A
common stock.
Litigation and other legal proceedings may adversely affect our business, financial condition, and
results of operations.
From time to time we may become involved in legal proceedings, claims, government investigations, and other
proceedings relating to labor and employment, commercial, tort, contract, privacy, consumer protection, intellectual
property matters, tax, state or federal regulatory investigations, securities (including class action litigation), competition
or antitrust, and other legal proceedings or investigations, which could have an adverse impact on our business, financial
condition, and results of operations and divert the attention of our management from the operation of our business.
Litigation is inherently unpredictable and can result in excessive or unanticipated verdicts and/or injunctive relief that
affect how we operate our business. We could incur judgments or enter into settlements of claims for monetary damages
or for agreements to change the way we operate our business, or both. There may be an increase in the scope of these
matters or there may be additional lawsuits, claims, proceedings, or investigations in the future, which could have a
material adverse effect on our business, financial condition, and results of operations. Adverse publicity about regulatory
or legal action against us could damage our reputation and brand image, undermine our customers’ or dealers’
confidence, and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not
material to our operations.
Our business, operations, and financial conditions may be adversely affected by tariffs, trade
restrictions, trade disputes, or other changes in trade policy or trade regulation.
Our business is affected by general business and economic conditions. The imposition of new or increased tariffs, trade
restrictions, trade disputes, or other changes in trade policy or trade regulation by the U.S. or other countries could lead
to an economic downturn that may impact our business. For example, purchases of new and used automobiles are

43
typically discretionary for consumers and have been, and may continue to be, affected by negative trends in the
economy, including the availability and cost of credit, reductions in business and consumer confidence, recessions, interest
rates, inflation, stock market volatility, tariffs or the imposition of new tariffs, trade wars, barriers, or restrictions, or
threats of such actions, and increased unemployment. Recent developments in international trade relations, including
significant changes in U.S. trade policy and actions which include threatened, new, and increased tariffs on other
countries and retaliatory tariffs and actions, if maintained for a sufficient period of time, could result in increased costs to
American consumers for automobiles and automobile components produced or assembled in those countries, which could
decrease demand for automobiles and negatively impact our business. Additionally, tariffs on steel, aluminum, and raw
materials used significantly in automobile manufacturing, as well as the tariffs that may be imposed on automobile
imports, if maintained for a sufficient period of time, could each have similar negative impacts on the prices of cars,
consumer demand, and our business. Any significant change or deterioration in economic conditions could have a material
adverse effect on our business, operations, results of operations, and financial condition.
Our results could be adversely affected by events beyond our control, such as natural disasters,
public health crises, political crises, negative global climate patterns, or other catastrophic
events.
Our operations, or those of third-party service providers or dealers, could be negatively impacted by various events
beyond our control, including natural disasters, such as hurricanes, tornadoes, floods, earthquakes, extreme cold events,
and other adverse weather conditions; public health crises, such as pandemics and epidemics; political crises, such as
terrorist attacks, war, labor unrest, and other political instability; negative global climate patterns, especially in water
stressed regions; or other catastrophic events, such as fires or other disasters. These events could disrupt our operations
and those of our third-party service providers or dealers whether occurring in the U.S. or internationally. Further, if a
natural disaster or catastrophic event occurs in a region in which a significant number of dealers are located, such dealers
may suspend listing their inventory, cancel or delay their subscriptions, or reduce their spending with us, which may
materially and adversely impact our results of operations for a particular period. In addition, these types of events could
negatively impact consumer spending in the impacted regions. To the extent any of these events occur, our operations
and financial results could be adversely affected. In addition, the impacts of climate change could result in changes in
regulations, which could, in turn, affect our business, operating results, and financial condition.
Expectations relating to environmental, social, and governance considerations expose us to
potential liabilities, increased costs, reputational harm, and other adverse effects on our business.
Many governments, regulators, investors, employees, customers, and other stakeholders are increasingly focused on
environmental, social, and governance, or ESG, considerations relating to our business, including climate change and
greenhouse gas emissions, human capital, and equity and inclusion.
We make statements about our ESG goals and initiatives through information provided on our website. Responding to
these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, requires
investments, and are impacted by factors that may be outside our control. In addition, in recent years there has been a
rise in the prevalence of the anti-ESG movement, and some stakeholders may disagree with our ESG goals and initiatives
and the focus of stakeholders may change and evolve over time. Stakeholders also may have very different views on
where ESG focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any
failure, or perceived failure, by us to achieve our ESG goals, further our initiatives, adhere to our public statements,
comply with federal, state, or international ESG laws and regulations, or meet evolving and varied stakeholder
expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect
our business, reputation, results of operations, financial condition, and stock price. Additionally, meeting evolving and
varied stakeholder expectations and standards may require management time and expense and may result in a
significant increase in costs, which may negatively impact our business and financial results.

44
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 1C. Cybersecurity.
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. Such processes include procedural
and technical safeguards, response plans, regular vulnerability and penetration tests on our systems and product
applications, incident simulations, and routine review of our policies and procedures to identify risks and improve our
practices. Our cybersecurity program is informed by recognized industry frameworks, including elements of the National
Institute of Standards and Technology Cybersecurity Framework and ISO/IEC 27001 standards, and is considered as a
part of our broader enterprise risk analysis. Our security incident response plan is designed to help coordinate our
response to, and recovery from, cybersecurity incidents, and includes processes to assess the severity of, escalate,
contain, investigate, and remediate incidents as well as to comply with applicable legal obligations. We maintain cyber
insurance coverage; however, such insurance may not be sufficient in type or amount to cover us against claims related to
security breaches, cyber-attacks, and other related breaches.
We engage certain external parties to enhance our cybersecurity processes and strategies, and we continue to adjust and
refine our processes and strategies in response to assessments by such external parties industry best practices and the
shifting threat landscape (including AI-related threats). Depending on the nature of the services provided, the sensitivity
and quantity of information processed, and the identity of the service provider, we evaluate the security and risk posture
according to the perceived level of risk and in accordance with industry standard best practices. We maintain a dedicated
Security Operations and Trust team that conducts security reviews of third-party service providers critical to our
business, which may include due diligence assessments, security questionnaires, and reviews of third-party attestations
and certifications.
The Audit Committee of our Board of Directors provides direct oversight over cybersecurity risk and provides regular
updates to our Board of Directors regarding such oversight. 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. Our Chief Technology Officer and our Director of Information Security provide periodic, and at least
quarterly, updates to the Audit Committee on cybersecurity risks and our risk management processes, which may include
reports on identified threats, mitigation status, and applicable legal or regulatory developments. Cybersecurity matters
are also formally raised to our Chief Executive Officer, Chief Financial Officer, Chief Technology Officer, and General
Counsel through their attendance at Audit Committee meetings or direct communications as needed.
Our Director of Information Security leads our cybersecurity initiatives and oversees our Security Operations and
Governance, Risk, and Compliance teams. This individual is primarily responsible for assessing, managing, and monitoring
our cybersecurity risks and response programs and reports to our Chief Technology Officer. He has over 15 years of
experience in the technology sector, including as a Chief Information Security Officer at other companies, and has deep
expertise in cybersecurity, compliance, and risk assessment.
In an effort to deter and detect cyber threats, we annually provide all employees, including part-time employees, with a
data protection, cybersecurity, and incident response and prevention training program, which covers timely and relevant
topics, including social engineering, phishing, password protection, confidential data protection, asset use, and mobile
security, and educates employees on the importance of reporting all incidents immediately. We also use technology-
based tools to mitigate cybersecurity threats and risks and to bolster our employee-based cybersecurity programs.

45
Despite our cybersecurity efforts, we may not be successful in preventing or mitigating a cybersecurity incident that could
have a material adverse effect on us. See Part I, Item 1A, Risk Factors, in this Annual Report for a discussion of
cybersecurity risks.
Item 2. Properties.
We do not own any material real property. Our principal executive office is located in Boston, Massachusetts, where we
lease a total of 225,428 square feet of space with a lease term through 2039. We believe that our current facilities are
suitable and adequate to meet our current needs. We believe that suitable additional space or substitute space will be
available in the future to accommodate our operations as needed.
Item 3. Legal Proceedings.
From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of
our business. We are not presently subject to any pending or threatened litigation that we believe, if determined adversely
to us, would individually, or taken together, reasonably be expected to have a material adverse effect on our business or
financial results.
Item 4. Mine Safety Disclosures.
Not applicable.

46
PART II
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities.
Market Information for Common Stock
Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “CARG”.
Holders
As of February 12, 2026, we had five record holders of our Class A common stock. The actual number of stockholders is
greater than this number of record holders, and includes stockholders who are beneficial owners but whose shares are
held in street name by brokers and other nominees. The number of record holders does not include stockholders whose
shares may be held in trust by other entities.
Dividends
We have never declared or paid any cash dividends on our common stock. We currently anticipate that we will retain
future earnings to fund development and growth of our business, and we do not anticipate paying cash dividends in the
foreseeable future.
Recent Sales of Unregistered Securities
None.

47
Purchases of Equity Securities
The following table summarizes information about our purchases of our equity securities for each of the months during
the quarter ended December 31, 2025:
Period
Total
Number of
Shares of
Common
Stock
Purchased
Weighted
Average
Price Paid per
Share of
Common
Stock(2)
Total
Number of
Shares of
Common
Stock
Purchased as
Part of
Publicly
Announced
Plans or
Programs(3)
Maximum
Approximate
Dollar Value
of Shares of
Common
Stock that
May Yet be
Purchased
Under the
Plans or
Programs (in
thousands)
(3)
October 1, 2025 through October 31, 2025
998,555
$
34.87
998,555
$
19,956
November 1, 2025 through November 30, 2025
611,758(1)
$
35.56
561,196
$
—
December 1, 2025 through December 31, 2025
—
$
—
—
$
—
Total
1,610,313
$
35.13
1,559,751
(1)
The total number of shares of our Class A common stock that were purchased between November 1, 2025 through November 30, 2025
consist of (a) 561,196 shares purchased under the 2025 Share Repurchase Program (as defined below) and (b) 50,562 shares purchased by
us during an open trading window under our Insider Trading Policy and at management’s discretion as to timing, manner, and pricing.
(2)
The weighted average price paid per share of our Class A common stock does not include cost of commissions.
(3)
In November 2024 we announced that our Board of Directors authorized a program to purchase up to $200.0 million of our Class A
common stock, or the Original 2025 Share Repurchase Program. In August 2025 we announced that our Board of Directors amended the
Original 2025 Share Repurchase Program to increase the authorization by an additional $150.0 million, for a total authorization to
purchase up to $350.0 million of our Class A common stock, and extended the expiration of the Original 2025 Share Repurchase Program
from December 31, 2025 to July 31, 2026, or, as amended, the 2025 Share Repurchase Program. The 2025 Share Repurchase Program
was completed in November 2025. All repurchased shares under the 2025 Share Repurchase Program were retired. We funded share
repurchases under the 2025 Share Repurchase Program through cash on hand and cash generated from operations. In February 2026 we
announced that our Board of Directors authorized the 2026 Share Repurchase Program pursuant to which we may purchase up to $250.0
million of our Class A common stock. Share repurchases under the 2026 Share Repurchase Program may be made through a variety of
methods, including but not limited to open market purchases, privately negotiated transactions, and transactions that may be effected
pursuant to one or more plans under Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934, as amended, or the Exchange
Act. The 2026 Share Repurchase Program does not obligate us to repurchase any minimum dollar amount or number of shares. The 2026
Share Repurchase Program has an expiration date of December 31, 2026, and prior to its expiration may be modified, suspended, or
discontinued by our Board of Directors at any time without prior notice. All repurchased shares under the 2026 Share Repurchase
Program will be retired. We expect to fund share repurchases under the 2026 Share Repurchase Program through cash on hand and cash
generated from operations.

48
Performance Graph
This performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18
of the Exchange Act or otherwise be subject to the liabilities under that section, and shall not be deemed to be
incorporated by reference into any filing of CarGurus under the Exchange Act or the Securities Act of 1933, as amended.
The following graph shows a comparison from December 31, 2020 through December 31, 2025 of the cumulative total
return for our Class A common stock, the Nasdaq Composite Index, and the S&P 500 Index. On December 31, 2020, the
last reported sale price of our Class A common stock on the Nasdaq Global Select Market was $31.73 per share. All values
assume a $100 initial cash investment and data for the Nasdaq Composite Index and the S&P 500 Index assume
reinvestment of dividends, if any. Such returns are based on historical results and are not intended to suggest future
performance.
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
12/31/2025
CARG
$
100
$
106
$
44
$
76
$
115
$
121
Nasdaq Composite Index
$
100
$
122
$
82
$
119
$
154
$
187
S&P 500 Index
$
100
$
129
$
105
$
133
$
166
$
196
Item 6. [Reserved]

49
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our
consolidated financial statements and the related notes and other financial information included elsewhere in this Annual
Report. Some of the information contained in this discussion and analysis or elsewhere in this Annual Report, including
information with respect to our plans and strategy for our business and our performance and future success, includes
forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking
Statements.” You should review the “Risk Factors” section of this Annual Report for a discussion of important factors that
could cause actual results to differ materially from the results described in or implied by the forward-looking statements
contained in the following discussion and analysis. We qualify all of our forward-looking statements by such cautionary
statements.
In this discussion, we use financial measures that are considered non-GAAP financial measures under SEC rules. These
rules regarding non-GAAP financial measures require supplemental explanation and reconciliation, which are included
elsewhere in this Annual Report. Investors should not consider non-GAAP financial measures in isolation from or in
substitution for, financial information presented in compliance with U.S. generally accepted accounting principles, or
GAAP.
This section of this Annual Report discusses 2025, 2024, and 2023 items and year-to-year comparisons between 2025
and 2024 and between 2024 and 2023. In the third quarter of 2025 we began to wind-down the operations of CarOffer.
The wind-down of CarOffer was completed and the business was considered abandoned for accounting purposes as of
December 31, 2025. We have presented the financial results of CarOffer as discontinued operations in our consolidated
financial statements for all periods presented, except for the consolidated statements of comprehensive income, the
consolidated statements of redeemable noncontrolling interest and stockholders’ equity, and the consolidated statements
of cash flows. These statements have not been separately reclassified and discontinued operations are included within
each for all periods presented. For further information, refer to Note 3 to our consolidated financial statements included
elsewhere in this Annual Report. Unless indicated otherwise, the information below relates to our continuing operations
and does not include the results of discontinued operations. The discussion of 2024 and 2023 financial condition, results of
operations, and year-to-year comparisons within the sections below have been revised to conform with this current
period presentation. The period-to-period comparison of financial results is not necessarily indicative of future results.
Company Overview
CarGurus is 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, CarGurus is the No. 1 visited
automotive shopping site in the U.S.1 with the largest selection of inventory and network of dealers2. CarGurus’ 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. CarGurus provides dealers a
personalized, predictive intelligence platform with software solutions that helps them run their businesses more efficiently
and profitably at all stages of inventory acquisition and pricing, marketing, and conversion to sale.
We have subsidiaries in the U.S., Canada, Ireland, and the U.K. and we operate the following marketplaces:
U.S., U.K., and Canada
U.S.
U.K.
1Similarweb: 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)

50
Discontinued Operations
On August 6, 2025, our Board of Directors determined, after considering all reasonably available options and a broader
strategic reassessment, that it is in the best interests of our stockholders to wind down CarOffer, including the CarOffer
Transactions Business. Following the broader strategic reassessment, we concluded that the CarOffer Transactions
Business has proven less effective in today’s more volatile and unpredictable pricing environment, where dealers require
more flexibility and broader automation to streamline fulfillment than the model could provide. Following the wind-down,
we will continue to deliver AI-powered inventory intelligence through our insights platform and enable consumer vehicle
sourcing at scale through Sell My Car, and will focus on technology and analytics that will enable smarter sourcing and
pricing decisions rather than facilitating the transactions themselves.
The wind-down of CarOffer was completed and the business was considered abandoned for accounting purposes as of
December 31, 2025. We have presented the financial results of CarOffer as discontinued operations in the consolidated
financial statements for all periods presented, except for the consolidated statements of comprehensive income, the
consolidated statements of redeemable noncontrolling interest and stockholders’ equity, and the consolidated statements
of cash flows. These statements have not been separately reclassified and discontinued operations are included within
each for all periods presented.
As a result of the wind-down, we incurred total expenditures of $13.3 million, of which all cash expenditures have been
paid.
For further information, refer to Note 3 to our consolidated financial statements included elsewhere in this Annual Report.
Reportable Segments, Revenue, and Financial Overview
Beginning in the fourth quarter of 2025, in connection with the wind-down of CarOffer, our chief executive officer, who
acts as the CODM, began to manage our business, make operating decisions, and evaluate operating performance based
on consolidated results. Accordingly, the change led to revisions to the nature and substance of information regularly
provided to and used by the CODM, and served to align our reported results with our ongoing growth strategy. As a result,
beginning in the fourth quarter of 2025 we report our financial results as a single reportable segment. For further
segment reporting and geographic information, refer to Note 14 to our consolidated financial statements included
elsewhere in this Annual Report.
We derive our revenue from (i) dealer subscription fees, (ii) advertising from auto manufacturers and other brand
advertisers, and (iii) partnerships with financing services companies.
For the year ended December 31, 2025, we generated revenue of $907.0 million, a 14% increase from $798.0 million of
revenue for the year ended December 31, 2024.
For the year ended December 31, 2025, we generated net income from continuing operations of $196.7 million and
Adjusted EBITDA from continuing operations, a non-GAAP financial measure, of $319.0 million, compared to net income
from continuing operations of $128.7 million and Adjusted EBITDA from continuing operations of $255.6 million for the
year ended December 31, 2024.
See below for more information regarding our use and reconciliation of Adjusted EBITDA from continuing operations and
other non-GAAP financial measures.

51
Key Business Metrics
We regularly review a number of metrics, including the key metrics listed below, to evaluate our business, measure our
performance, identify trends affecting our business, formulate financial projections, and make operating and strategic
decisions. We believe it is important to evaluate these metrics, as applicable, for the U.S. and International geographic
regions. The International region derives revenue from customers outside of the U.S. International markets perform
differently from the U.S. market due to a variety of factors, including our operating history in each market, our rate of
investment, market size, market maturity, competition, and other dynamics unique to each country.
Historically, we have used data from Google Universal Analytics, or Google Analytics, to measure two of our key business
metrics: monthly unique users and monthly sessions. Effective July 1, 2024, Google Analytics 4, or GA4, replaced Google
Analytics. The methodologies used in GA4 are different and not comparable to the methodologies used in Google
Analytics. As discussed below, we also make certain adjustments to the GA4 data in order to improve the accuracy of the
reported monthly unique users and monthly sessions. Due to the change in methodology, we are unable to provide
comparable monthly unique user and monthly session information for any periods prior to June 30, 2024.
Monthly Unique Users
For each of our websites, we define a monthly unique user as an individual who has visited any such website and taken a
Visitor Action (as defined below) within a calendar month, based on data as measured by GA4. We calculate average
monthly unique users as the sum of the monthly unique users of each of our websites in a defined period, divided by the
number of months in that period. Effective July 1, 2024, we count a unique user the first time a computer or mobile device
with a unique device identifier accesses any of our websites or application during a calendar month and takes an action on
such website or in such application, such as performing a search, visiting vehicle detail pages, and connecting with a
dealer, which we refer to as a Visitor Action. If an individual accesses a website or application using a different device
within a given month, the first Visitor Action taken by each such device is counted as a separate unique user. If an
individual uses multiple browsers on a single device and/or clears their cookies and returns to our website or application
and takes a Visitor Action within a calendar month, each such Visitor Action is counted as a separate unique user. We
eliminate any duplicate unique users that may arise when users visit a webview within our native application.
We are subject to evolving privacy laws governing cookies and tracking technologies. Privacy regulations that require user
consent for tracking technologies, such as cookies, may limit our ability to collect certain data, which could result in an
undercount of actual average monthly unique users. Conversely, interactions with our websites generated by bots and
other automated mechanisms may inflate GA4 data, which could lead to an overcount of average monthly unique users.
We view our average monthly unique users as a key indicator of the quality of our user experience, the effectiveness of our
advertising and traffic acquisition, and the strength of our brand awareness. Measuring unique users is important to us
and we believe it provides useful information to our investors because our revenue depends, in part, on our ability to
provide dealers with connections to our users and exposure to our audience. We define connections as interactions
between consumers and dealers on our marketplace through phone calls, email, managed text and chat, and clicks to
access the dealer’s website or map directions to the dealership.
Three Months Ended December 31,
Average Monthly Unique Users
2025
2024
2023 (1)
(in thousands)
U.S.
32,480
29,282
N/A
International
8,938
9,139
N/A
Total
41,418
38,421
N/A
(1)
As a result of the change from Google Analytics to GA4, we are unable to provide comparable average monthly unique user information
for this period.

52
Monthly Sessions
We define monthly sessions as the number of distinct visits to our websites that include a Visitor Action that take place
each month within a given time frame, as measured and defined by GA4. We calculate average monthly sessions as the
sum of the monthly sessions in a defined period, divided by the number of months in that period. Effective July 1, 2024, a
session is defined as beginning with the first Visitor Action from a computer or mobile device and ending at the earliest of
when a user closes their browser window or after 30 minutes of inactivity. We eliminate any duplicate monthly sessions
that may arise when users visit a webview within our native application.
We are subject to evolving privacy laws governing cookies and tracking technologies. Privacy regulations that require user
consent for tracking technologies, such as cookies, may limit our ability to collect certain data, which could result in an
undercount of actual average monthly sessions. Conversely, interactions with our websites generated by bots and other
automated mechanisms may inflate GA4 data, which could lead to an overcount of average monthly sessions.
We believe that measuring the volume of sessions in a time period, when considered in conjunction with the number of
unique users in that time period, is an important indicator to us of consumer satisfaction and engagement with our
marketplace, and we believe it provides useful information to our investors because the more satisfied and engaged
consumers we have, the more valuable our service is to dealers.
Three Months Ended December 31,
Average Monthly Sessions
2025
2024
2023 (1)
(in thousands)
U.S.
79,482
74,591
N/A
International
18,168
19,230
N/A
Total
97,650
93,821
N/A
(1)
As a result of the change from Google Analytics to GA4, we are unable to provide comparable average monthly sessions information for
this period.
Number of Paying Dealers
We define a paying dealer as a dealer account with an active, paid subscription at the end of a defined period.
The number of paying dealers we have is important to us and we believe it provides valuable information to investors
because it is indicative of the value proposition of our products, as well as our sales and marketing success and
opportunity, including our ability to retain paying dealers and develop new dealer relationships.
As of December 31,
Number of Paying Dealers
2025
2024
2023
U.S.
26,049
24,692
24,318
International
8,360
7,318
6,617
Total
34,409
32,010
30,935
Quarterly Average Revenue per Subscribing Dealer (QARSD)
We define QARSD, which is measured at the end of a fiscal quarter, as the revenue primarily from subscription products
during that trailing quarter divided by the average number of paying dealers during the quarter. We calculate the
average number of paying dealers for a period by adding the number of paying dealers at the end of such period and the
end of the prior period and dividing by two.

53
This information is important to us, and we believe it provides useful information to investors, because we believe that our
ability to grow QARSD is an indicator of the value proposition of our products and the ROI that our paying dealers realize
from our products. In addition, increases in QARSD, which we believe reflect the value of exposure to our engaged
audience in relation to subscription cost, are driven in part by our ability to grow the volume of connections to our users
and the quality of those connections, which result in increased opportunity to upsell package levels and cross-sell
additional products to our paying dealers.
For the three months ended December 31,
Quarterly Average Revenue per Subscribing Dealer (QARSD)
2025
2024
2023
U.S.
$
7,938
$
7,337
$
6,532
International
$
2,413
$
2,072
$
1,773
Consolidated
$
6,616
$
6,144
$
5,503
Adjusted EBITDA from Continuing Operations
To provide investors with additional information regarding our financial results, we have presented within this Annual
Report Adjusted EBITDA from continuing operations, which is a non-GAAP financial measure. This non-GAAP financial
measure is not based on any standardized methodology prescribed by GAAP, and is not necessarily comparable to any
similarly titled measures presented by other companies.
We define Adjusted EBITDA from continuing operations as net income from continuing operations adjusted to exclude:
depreciation and amortization, stock-based compensation expense, transaction-related expenses, impairments, other
income, net, and provision for income taxes.
We use Adjusted EBITDA from continuing operations within this Annual Report because it is a key measure used by our
management and Board of Directors to understand and evaluate our operating performance, generate future operating
plans, and make strategic decisions regarding the allocation of capital. We believe Adjusted EBITDA from continuing
operations helps identify underlying trends in our business that could otherwise be masked by the effect of the expenses
that we exclude. Accordingly, we believe that Adjusted EBITDA from continuing operations provides useful information to
investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our
past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used
by our management in its financial and operational decision-making.
Our Adjusted EBITDA from continuing operations is not prepared in accordance with GAAP, and should not be considered
in isolation of, or as an alternative to, measures prepared in accordance with GAAP. There are a number of limitations
related to the use of Adjusted EBITDA from continuing operations rather than net income from continuing operations,
which is the most directly comparable GAAP equivalent. Some of these limitations are that Adjusted EBITDA from
continuing operations excludes:
•
depreciation and amortization expense and, although these are non-cash expenses, the assets being
depreciated may have to be replaced in the future;
•
stock-based compensation expense, which will be, for the foreseeable future, a significant recurring expense
for our business and an important part of our compensation strategy;
•
transaction-related expenses incurred by us during a reporting period, which are inclusive of certain
transaction and integration costs associated with our 2023 acquisition of the remaining minority equity
interests in CarOffer and which may not be reflective of our operational performance during such period, for
acquisitions that have been completed as of the filing date of our annual or quarterly report (as applicable)
relating to such period;
•
impairments, which include non-cash one-time expenses associated with the impairments of certain other
assets, which may have to be replaced in the future;
•
other income, net, which consists primarily of interest income earned on our cash, cash equivalents, and short-
term investments, and foreign exchange gains and losses; and

54
•
the provision for income taxes.
In addition, other companies, including companies in our industry, may calculate Adjusted EBITDA from continuing
operations differently, which reduces its usefulness as a comparative measure.
Because of these limitations, we consider, and you should consider, Adjusted EBITDA from continuing operations together
with other operating and financial performance measures presented in accordance with GAAP.
For the years ended December 31, 2025, 2024, and 2023, the following table presents a reconciliation of Adjusted EBITDA
from continuing operations to net income from continuing operations, the most directly comparable measure calculated
in accordance with GAAP, for each of the periods presented.
Year Ended December 31,
2025
2024
2023
(dollars in thousands)
Reconciliation of Adjusted EBITDA from continuing operations
Net income from continuing operations
$
196,742
$
128,737
$
92,435
Depreciation and amortization
25,287
17,599
13,672
Stock-based compensation expense
48,753
59,250
55,584
Transaction-related expenses
5
79
704
Impairments
499
21,507
8
Other income, net
(8,389)
(11,239)
(18,800)
Provision for income taxes
56,092
39,649
46,694
Adjusted EBITDA from continuing operations
$
318,989
$
255,582
$
190,297
Components of Consolidated Income Statements
Revenue
We derive our revenue from (i) dealer subscription fees, (ii) advertising from auto manufacturers and other brand
advertisers, and (iii) partnerships with financing services companies.
Dealer Subscription Revenue
We offer multiple types of Listings packages to our dealers for our CarGurus platform (availability varies on our
marketplaces): Restricted Listings, which is free; and various levels of Listings packages, each of which require a paid
subscription under a monthly, quarterly, semiannual, or annual subscription basis.
Our dealer Listings subscription packages generally auto-renew on a monthly basis and are cancellable by dealers with 30
days’ advance notice prior to the commencement of the applicable renewal term. Subscription pricing is determined
based on a dealer’s inventory size, region, and our assessment of the connections and ROI the platform will provide them
and is subject to discounts and/or fee reductions that we may offer from time to time. We also offer all dealers on the
platform access to our Dealer Dashboard, which includes a performance summary, dealer insights features, and user
review management platform. Only dealers subscribing to a paid Listings package receive access to certain additional
features.
We also offer dealers subscribing to certain of our Listings packages additional exposure and lead enhancements, such as
Audience Targeting. Through Audience Targeting, dealers can buy advertising that appears on other sites on the internet
and/or on high-converting social media platforms. Such advertisements can be targeted by the user’s geography, search
history, CarGurus website activity, and a number of other factors, allowing dealers to increase their visibility with in-
market consumers and drive qualified traffic for dealers.

55
We also offer dealers subscribing to certain of our Listings packages other subscription products such as Digital Deal,
which allows shoppers to complete much of the vehicle-purchase process online through the Dealers’ Listings page and
gives dealers higher quality leads through upfront consumer-provided information.
We also offer dealers subscribing to certain of our Listings packages other subscription products such as Sell My Car,
which allows dealers to pay for leads to receive direct access to shoppers actively looking to sell their vehicles. Dealers can
acquire inventory from shoppers who are looking to sell directly through the CarGurus Sell My Car page.
Advertising Revenue
We offer non-dealer advertising to auto manufacturers and other brand advertisers sold on a cost-per-thousand
impressions basis. An impression is an advertisement loaded on a web page. We also have advertising sold on a cost-per-
click basis. Pricing is primarily based on advertisement size and position on our websites and mobile applications. Auto
manufacturers and other brand advertisers can execute advertising campaigns that are targeted across a wide variety of
parameters, including demographic groups, behavioral characteristics, and, for automotive campaigns, specific auto
brands, categories such as Certified Pre-Owned, and segments such as hybrid vehicles. We do not provide minimum
impression guarantees or other types of minimum guarantees in our contracts with customers. Advertising is also sold
indirectly through revenue sharing arrangements with advertising exchange partners.
Financing Revenue
We also derive revenue from partnerships with certain financing services companies pursuant to which we enable eligible
consumers on our CarGurus U.S. website to pre-qualify for financing on cars from dealerships that offer financing
through such companies. We primarily generate revenue from these partnerships based on the number of funded loans
from consumers who pre-qualify with our lending partners through our site.
Cost of Revenue
Cost of revenue includes expenses related to supporting and hosting service offerings. These expenses include personnel
and related expenses for our customer support team, including salaries, benefits, incentive compensation, and stock-
based compensation; third-party service provider expenses such as advertising, data, and hosting expenses; amortization
of developed technology; amortization and impairment of capitalized website development; amortization of capitalized
hosting arrangements; and allocated overhead expenses. We allocate overhead expenses, such as rent and facility
expenses, software expense, and employee benefit expense, to all departments based on headcount. As such, general
overhead expenses are reflected in cost of revenue and each operating expense category.
Operating Expenses
Sales and Marketing
Sales and marketing expense consists primarily of personnel and related expenses for our sales and marketing team,
including salaries, benefits, incentive compensation, commissions, and stock-based compensation; expenses associated
with consumer marketing, such as traffic acquisition, brand building, and public relations activities; expenses associated
with dealer marketing, such as content marketing, customer and promotional events, and industry events; software
subscription expenses; consulting services; amortization of capitalized hosting arrangements; and allocated overhead
expenses. A portion of our commissions that are related to obtaining a new contract are capitalized and amortized over
the estimated benefit period of customer relationships. Other than commissions amortization, all other sales and
marketing expenses are expensed as incurred. We expect sales and marketing expense to fluctuate from quarter to
quarter due to seasonality and as we respond to changes in the macroeconomic and competitive landscapes affecting our
existing dealers, consumer audience, and brand awareness.

56
Product, Technology, and Development
Product, technology, and development expense consists primarily of personnel and related expenses for our research and
development team, including salaries, benefits, incentive compensation, and stock-based compensation; software
subscription expenses; consulting services; and allocated overhead expenses. Other than website development, internal-
use software, and hosting arrangement expenses, research and development expenses are expensed as incurred. We
expect product, technology, and development expense to increase from quarter to quarter as we invest in additional
engineering resources to develop innovative new solutions and make improvements to our existing platform.
General and Administrative
General and administrative expense consists primarily of personnel and related expenses for our executive, finance, legal,
people and talent, and administrative teams, including salaries, benefits, incentive compensation, and stock-based
compensation; expenses associated with professional fees for audit, tax, external legal, and consulting services; payment
processing and billing expenses; insurance expenses; software subscription expenses; and allocated overhead expenses.
General and administrative expense is expensed as incurred. We expect general and administrative expense to increase
as we continue to scale our business.
Impairment
During the year ended December 31, 2025, we recognized impairment charges of $0.5 million related to the right-of-use
assets for our Addison, Texas leases. For further information on the impairment, refer to Note 10 to our consolidated
financial statements included elsewhere in this Annual Report.
During the year ending December 31, 2024, we recognized impairment charges of $11.7 million, consisting of $4.7 million
related to the right-of-use assets for our Addison, Texas leases and $7.0 million related to the decision to end our CG Buy
Online Pilot.
Depreciation and Amortization
Depreciation and amortization expense consists of depreciation on property and equipment and amortization of
intangible assets and internal-use software.
Other Income, Net
Other income, net consists primarily of interest income earned on our cash, cash equivalents, and short-term investments,
and foreign exchange gains and losses.
Provision for Income Taxes
The provision for income taxes consists of federal and state income taxes in the U.S. and taxes in foreign jurisdictions in
which we operate. The provision for income taxes differs from the federal statutory rate primarily due to state and local
income taxes and Section 162(m) excess officers’ compensation disallowance, partially offset by federal and state
research and development tax credits and windfall tax benefits on share-based compensation.
On July 4, 2025, the One Big Beautiful Bill Act, or the OBBBA, was enacted in the U.S. The OBBBA includes significant tax
provisions, such as accelerated cost recovery of qualified property and immediate expensing of U.S.-based research and
development costs. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others
implemented through 2027. The impact of these changes will be recognized in the period in which the legislation was
enacted. The OBBBA includes a provision which allows for immediate expensing of domestic research and development
costs and accelerated amortization of previously capitalized domestic research and development costs. Based on our
evaluation, we have concluded that the OBBBA has not had a material impact on our income tax provision, but did have a
material impact on 2025 cash taxes and will have a material impact on 2026 cash taxes.

57
Results of Operations
For the years ended December 31, 2025, 2024, and 2023, our consolidated income statements were as follows:
Year Ended December 31,
2025
2024
2023
(dollars in thousands)
Revenue
$
906,980
$
798,044
$
698,421
Cost of revenue
65,467
70,347
61,810
Gross profit
841,513
727,697
636,611
Operating expenses
Sales and marketing
340,873
307,439
277,829
Product, technology, and development
138,283
139,014
136,756
General and administrative
101,419
103,222
94,959
Impairment
499
11,757
—
Depreciation and amortization
15,994
9,118
6,738
Total operating expenses
597,068
570,550
516,282
Income from continuing operations
244,445
157,147
120,329
Other income, net
Interest income
9,151
12,196
18,436
Other (expense) income, net
(762)
(957)
364
Total other income, net
8,389
11,239
18,800
Income from continuing operations before income taxes
252,834
168,386
139,129
Provision for income taxes
56,092
39,649
46,694
Net income from continuing operations
196,742
128,737
92,435
Net loss from discontinued operations, net of tax benefits
(40,839)
(107,765)
(70,382)
Consolidated net income
155,903
20,972
22,053
Net loss attributable to redeemable noncontrolling interest
—
—
(14,889)
Net Income attributable to CarGurus, Inc.
$
155,903
$
20,972
$
36,942

58
For the years ended December 31, 2025, 2024, and 2023, our consolidated income statements as a percentage of total
revenue were as follows (amounts in the table below may not sum due to rounding):
Year Ended December 31,
2025
2024
2023
Revenue
100%
100%
100%
Cost of revenue
7
9
9
Gross profit
93
91
91
Operating expenses
Sales and marketing
38
39
40
Product, technology, and development
15
17
20
General and administrative
11
13
14
Impairment
0
1
0
Depreciation and amortization
2
1
1
Total operating expenses
66
71
74
Income from continuing operations
27
20
17
Other income, net
Interest income
1
2
3
Other (expense) income, net
(0)
(0)
0
Total other income, net
1
1
3
Income from continuing operations before income taxes
28
21
20
Provision for income taxes
6
5
7
Net income from continuing operations
22
16
13
Net loss from discontinued operations, net of tax benefits
(5)
(14)
(10)
Consolidated net income
17
3
3
Net loss attributable to redeemable noncontrolling interest
0
0
(2)
Net Income attributable to CarGurus, Inc.
17%
3%
5%

59
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
Revenue
Year Ended December 31,
Change
2025
2024
Amount
%
(dollars in thousands)
Revenue
$
906,98
0
$
798,04
4
$
108,936
14%
Percentage of total revenue
100%
100%
Revenue increased $108.9 million, or 14%, in the year ended December 31, 2025, compared to the year ended
December 31, 2024. The increase was due primarily to an increase in dealer subscription revenue as a result of growth in
QARSD, which was driven by signing on new dealers at market rates, and revenue expansion driven by subscription tier
upgrades, broader adoption of add-on products, and like-for-like price increases for existing dealers. The increase was
also due in part to an increase in advertising revenue due primarily to increased spend by advertisers related to new and
existing campaigns.
Cost of Revenue
Year Ended December 31,
Change
2025
2024
Amount
%
(dollars in thousands)
Cost of revenue
$
65,467
$ 70,347
$
(4,880)
(7)%
Percentage of total revenue
7%
9%
Cost of revenue decreased $4.9 million, or 7%, in the year ended December 31, 2025, compared to the year ended
December 31, 2024, and represented 7% of total revenue for the year ended December 31, 2025, compared to 9% of total
revenue for the year ended December 31, 2024. The decrease was due primarily to a $9.8 million decrease in impairment
due to the end of the CG Buy Online pilot during the year ended December 31, 2024. The decrease was offset in part by a
$2.7 million increase in data center and hosting costs due to higher overall usage and a $2.0 million increase in spend
related to provisioning advertising campaigns on external websites.
Operating Expenses
Sales and Marketing Expense
Year Ended December 31,
Change
2025
2024
Amount
%
(dollars in thousands)
Sales and marketing
$
340,87
3
$
307,43
9
$
33,434
11%
Percentage of total revenue
38%
39%
Sales and marketing expense increased $33.4 million, or 11%, in the year ended December 31, 2025, compared to the year
ended December 31, 2024. The increase was due primarily to a $24.1 million increase in advertising and marketing
expense for our brand awareness campaigns and our performance marketing vendors. The increase was also due in part
to a $4.4 million increase in personnel expenses, exclusive of a $3.1 million increase in commissions expense, due to an
increase in headcount and merit increases. The increase in commissions expense was due to an increase in revenue. The
increase was also due to a $0.8 million increase in software subscription expense, a $0.8 million increase in travel expense,
and a $0.6 million increase in indirect tax expense. The increase was offset in part by a $1.1 million decrease in lease-
related costs due to the expiration of the leases of office space at 55 Cambridge Parkway and 2 Canal Park.

60
Product, Technology, and Development Expense
Year Ended December 31,
Change
2025
2024
Amount
%
(dollars in thousands)
Product, technology, and development
$ 138,283
$ 139,014
$
(731)
(1)%
Percentage of total revenue
15%
17%
Product, technology, and development expense decreased $0.7 million, or 1%, in the year ended December 31, 2025,
compared to the year ended December 31, 2024. The decrease was due primarily to a $3.2 million decrease in expense as
a result of increased capitalized website development, a $2.1 million decrease in lease related costs due to the expiration
of the leases of office space at 55 Cambridge Parkway and 2 Canal Park, and a $2.1 million decrease in stock-based
compensation due to vested and forfeited awards, partially offset by new grants. The decrease was offset in part by a
$2.6 million increase in consulting expenses, a $2.5 million increase in personnel expenses, exclusive of stock-based
compensation, due primarily to an increase in headcount and change in bonus incentives, and a $1.3 million increase in
software subscription expense.
General and Administrative Expense
Year Ended December 31,
Change
2025
2024
Amount
%
(dollars in thousands)
General and administrative
$ 101,419
$ 103,222
$
(1,803)
(2)%
Percentage of total revenue
11%
13%
General and administrative expense decreased $1.8 million, or 2%, in the year ended December 31, 2025, compared to the
year ended December 31, 2024. The decrease was due primarily to a $7.9 million decrease in stock-based compensation
due to vested and forfeited awards, partially offset by new grants, and a $1.3 million decrease in lease-related costs due
to the expiration of the leases of office space at 55 Cambridge Parkway and 2 Canal Park. The decrease was offset in
part by a $3.9 million increase in professional service expenses, primarily driven by consulting expenses, legal expenses,
and tax services, a $2.0 million increase in payment processing and billing expenses, and a $0.9 million increase in indirect
tax expense.
Impairment Expense
Year Ended December 31,
Change
2025
2024
Amount
%
(dollars in thousands)
Impairment
$
499
$
11,757
$
(11,258)
(96)%
Percentage of total revenue
0%
1%
Impairment expense decreased $11.3 million in the year ended December 31, 2025, compared to the year ended
December 31, 2024. The decrease was due primarily to a $7.0 million impairment related to the end of the CG Buy Online
pilot and a $4.7 million impairment related to the Addison, Texas leases during the year ended December 31, 2024.

61
Depreciation and Amortization Expense
Year Ended December 31,
Change
2025
2024
Amount
%
(dollars in thousands)
Depreciation and amortization
$
15,994
$
9,118
$
6,876
75%
Percentage of total revenue
2%
1%
Depreciation and amortization expense increased $6.9 million, or 75%, in the year ended December 31, 2025, compared to
the year ended December 31, 2024. The increase was due primarily to assets placed into service in 2024 associated with
the 1001 Boylston Street lease.
Other Income, net
Year Ended December 31,
Change
2025
2024
Amount
%
(dollars in thousands)
Other income, net
Interest income
$
9,151
$
12,196
$
(3,045)
(25)%
Other expense, net
(762)
(957)
195
20
Total other income, net
$
8,389
$
11,239
$
(2,850)
(25)%
Percentage of total revenue
Interest income
1%
2%
Other expense, net
(0)
(0)
Total other income, net
1%
1%
Total other income, net decreased $2.9 million, or 25%, in the year ended December 31, 2025, compared to the year
ended December 31, 2024. The $3.0 million decrease in interest income was due primarily to lower interest rates and
lower average cash and short-term investment balances year over year. For the years ended December 31, 2025 and
2024, other expense, net was immaterial.
Provision for Income Taxes
Year Ended December 31,
Change
2025
2024
Amount
%
(dollars in thousands)
Provision for income taxes
$
56,092
$
39,649
$
16,443
41%
Percentage of total revenue
6%
5%
Provision for income taxes increased $16.4 million, or 41%, in the year ended December 31, 2025, compared to the year
ended December 31, 2024. The increase in the provision for income taxes recognized during the year ended December 31,
2025, was due primarily to increased profitability, partially offset by an increase in windfall tax benefits on share-based
compensation and a reduction in state taxes due to Massachusetts adopting a single-sales factor for apportioning taxable
income.

62
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenue
Year Ended
December 31,
Change
2024
2023
Amount
%
(dollars in thousands)
Revenue
$
798,04
4
$ 698,421
$
99,623
14%
Percentage of total revenue
100%
100%
Revenue increased $99.6 million, or 14%, in the year ended December 31, 2024, compared to the year ended December 31,
2023. The increase was due primarily to an increase in dealer subscription revenue as a result of growth in QARSD, which
was driven by signing on new dealers at market rates, and revenue expansion through product adoption or subscription
tier upgrades and price increases for existing dealers. The increase was also due in part to an increase in advertising
revenue due primarily to increased spend by advertisers related to new and existing campaigns.
Cost of Revenue
Year Ended
December 31,
Change
2024
2023
Amount
%
(dollars in thousands)
Cost of revenue
$
70,347
$
61,810
$
8,537
14%
Percentage of total revenue
9%
9%
Cost of revenue increased $8.5 million, or 14%, in the year ended December 31, 2024, compared to the year ended
December 31, 2023, and represented 9% of total revenue for the years ended December 31, 2024 and 2023. The increase
was due primarily to a $9.8 million increase in impairment of capitalized website development costs due to the end of the
CG Buy Online pilot and a $2.2 million increase in amortization expense related to the CG Buy Online pilot. The increase
was offset in part by a $4.4 million decrease in spend related to provisioning advertising campaigns on external websites.
Operating Expenses
Sales and Marketing Expense
Year Ended
December 31,
Change
2024
2023
Amount
%
(dollars in thousands)
Sales and marketing
$
307,43
9
$ 277,829
$
29,610
11%
Percentage of total revenue
39%
40%
Sales and marketing expense increased $29.6 million, or 11%, in the year ended December 31, 2024, compared to the year
ended December 31, 2023. The increase was due primarily to an $18.7 million increase in advertising and marketing
expense for strategic advertising spend with our performance marketing vendors to maintain year-over-year lead
volume and grow with the market as well as our brand awareness campaigns. The increase was also due in part to a $3.2
million increase in personnel expenses, exclusive of a $5.9 million increase in commissions expense, due primarily to an
increase in headcount and merit increases. The increase in commissions expense was due to lower levels of capitalization
as well as an increase in amortization. The increase was also due to a $1.6 million increase in software subscription
expense.

63
Product, Technology, and Development Expense
Year Ended
December 31,
Change
2024
2023
Amount
%
(dollars in thousands)
Product, technology, and development
$ 139,014
$ 136,756
$
2,258
2%
Percentage of total revenue
17%
20%
Product, technology, and development expense increased $2.3 million, or 2%, in the year ended December 31, 2024,
compared to the year ended December 31, 2023. The increase was due primarily to a $4.3 million increase in personnel
expenses due primarily to merit increases and bonus incentives. The increase was offset in part by a $2.1 million decrease
in expense as a result of increased capitalized website development.
General and Administrative Expense
Year Ended
December 31,
Change
2024
2023
Amount
%
(dollars in thousands)
General and administrative
$ 103,222
$
94,959
$
8,263
9%
Percentage of total revenue
13%
14%
General and administrative expense increased $8.3 million, or 9%, in the year ended December 31, 2024, compared to the
year ended December 31, 2023. The increase was due primarily to a $4.9 million increase in personnel expenses, exclusive
of a $2.3 million increase in stock-based compensation, due primarily to an increase in headcount, merit increases, and
bonus incentives. The increase in stock-based compensation was due to new awards granted to employees, offset in part
by vested and forfeited awards. The increase was also due in part to a $1.5 million increase in payment processing and
billing expense driven by increased revenue and a $1.4 million increase in indirect tax expense. The increase was offset in
part by a $2.2 million decrease in legal expense.
Impairment Expense
Year Ended December 31,
Change
2024
2023
Amount
%
(dollars in thousands)
Impairment
$
11,757
$
—
$
11,757
NM (1)
Percentage of total revenue
1%
0%
(1)
Not meaningful
Impairment expense increased $11.8 million in the year ended December 31, 2024, compared to the year ended
December 31, 2023. The increase was due primarily to a $7.0 million impairment related to the end of the CG Buy Online
pilot and a $4.7 million impairment related to the Addison, Texas leases.

64
Depreciation and Amortization Expense
Year Ended
December 31,
Change
2024
2023
Amount
%
(dollars in thousands)
Depreciation and amortization
$
9,118
$
6,738
$
2,380
35%
Percentage of total revenue
1%
1%
Depreciation and amortization expense increased $2.4 million, or 35%, in the year ended December 31, 2024, compared
to the year ended December 31, 2023. The increase was due primarily to assets placed into service in 2024 associated
with the 1001 Boylston Street lease.
Other Income, net
Year Ended
December 31,
Change
2024
2023
Amount
%
(dollars in thousands)
Other income, net
Interest income
$
12,196
$
18,436
$
(6,240)
(34)%
Other (expense) income, net
(957)
364
(1,321)
NM(1)
Total other income, net
$
11,239
$
18,800
$
(7,561)
(40)%
Percentage of total revenue
Interest income
2%
3%
Other (expense) income, net
(0)
0
Total other income, net
1%
3%
(1)
Not meaningful
Total other income, net decreased $7.6 million, or 40%, in the year ended December 31, 2024, compared to the year
ended December 31, 2023. The $6.2 million decrease in interest income was due primarily to lower interest rates and
lower average cash and short-term investment balances year over year. The change in other (expense) income, net was
due primarily to moving from a foreign currency gain position in the prior year to a foreign currency loss position as of
December 31, 2024, as a result of the foreign currencies weakening against the U.S. dollar.
Provision for Income Taxes
Year Ended
December 31,
Change
2024
2023
Amount
%
(dollars in thousands)
Provision for income taxes
$ 39,649
$ 46,694
$
(7,045)
(15)%
Percentage of total revenue
5%
7%
Provision for income taxes decreased $7.0 million, or 15%, in the year ended December 31, 2024, compared to the year
ended December 31, 2023. The decrease in the provision for income taxes recognized during the year ended
December 31, 2024, was due primarily to additional tax expense recorded in 2023 relating to a $6.9 million deferred state
tax expense in association with the Massachusetts apportionment tax rule change partially offset by an increase in
profitability in 2024.

65
Liquidity and Capital Resources
Cash, Cash Equivalents, Short-term Investments, and Borrowing Capacity
As of December 31, 2025 and 2024, our principal sources of liquidity were cash and cash equivalents of $190.5 million and
$304.2 million, respectively. As of December 31, 2025 and 2024, our borrowing capacity under the 2022 Revolver was
$390.6 million and $390.1 million, respectively.
Sources and Uses of Cash
The cash flows related to discontinued operations have not been separated. Accordingly, the consolidated statements of
cash flows and the following discussions include the results of continuing and discontinued operations. For additional
information on discontinued operations, including significant non-cash items and capital expenditures of discontinued
operations, refer to Note 3 to our consolidated financial statements included elsewhere in this Annual Report.
During the years ended December 31, 2025, 2024, and 2023, our cash flows from operating, investing, and financing
activities, as reflected in the consolidated statements of cash flows, were as follows:
Year Ended December 31,
2025
2024
2023
(dollars in thousands)
Net cash provided by operating activities
$
295,280
$
255,494
$
124,527
Net cash used in investing activities
(29,316)
(72,966)
(61,564)
Net cash used in financing activities
(383,764)
(168,629)
(253,644)
Impact of foreign currency on cash
2,089
(1,596)
475
Net (decrease) increase in cash, cash equivalents, and
restricted cash
$
(115,711)
$
12,303
$
(190,206)
Our operations have been financed primarily from operating activities. During the years ended December 31, 2025, 2024,
and 2023, we generated cash from operating activities of $295.3 million, $255.5 million, and $124.5 million, respectively.
On September 26, 2022, we entered into a Credit Agreement with PNC Bank, National Association, as administrative
agent and collateral agent and an L/C Issuer (as defined in the Credit Agreement), and the other lenders, L/C Issuers, and
parties thereto from time to time, or the Credit Agreement. The Credit Agreement consists of a revolving credit facility,
or the 2022 Revolver, which allows us to borrow up to $400.0 million, $50.0 million of which may be comprised of a letter
of credit sub-facility, or 2022 Revolver Sub-facility. The borrowing capacity under the Credit Agreement may be
increased in accordance with the terms and subject to the adjustments as set forth in the Credit Agreement. Specifically,
the borrowing capacity may be increased by an amount up to the greater of $250.0 million or 100% of Four Quarter
Consolidated EBITDA (as defined in the Credit Agreement) if certain criteria are met and subject to certain restrictions.
Any such increase requires lender approval. Proceeds of any borrowings may be used for general corporate purposes.
The 2022 Revolver is scheduled to mature on September 26, 2027. As of December 31, 2025, there were no borrowings
and $9.4 million in letters of credit outstanding under the 2022 Revolver Sub-facility associated with our leases, which
reduced the borrowing capacity under the 2022 Revolver to $390.6 million. As of December 31, 2024, there were no
borrowings and $9.9 million in letters of credit outstanding under the 2022 Revolver Sub-facility associated with our
leases, which reduced the borrowing capacity under the 2022 Revolver to $390.1 million.
We believe that our existing sources of liquidity, including access to the 2022 Revolver, will be sufficient to fund our
operations for at least the next 12 months from the date of the filing of this Annual Report. Our future capital
requirements will depend on many factors, including our revenue; expenses associated with our sales and marketing
activities and the support of our product, technology, and development efforts; activity under the 2026 Share Repurchase
Program; and our investments in international markets. Cash from operations could also be affected by various risks and
uncertainties, including but not limited to macroeconomic effects and other risks detailed more specifically in the “Risk
Factors” section of this Annual Report.

66
In December 2022 we announced that our Board of Directors authorized a program to purchase up to $250.0 million of
our Class A common stock, which expired on December 31, 2023, or the 2022 Share Repurchase Program. During the year
ended December 31, 2022, we repurchased and retired 1,350,473 shares for $18.7 million, exclusive of commissions and
excise tax, at an average cost of $13.84 per share under the 2022 Share Repurchase Program. During the year ended
December 31, 2023, we repurchased and retired 11,076,755 shares for $204.1 million, exclusive of commissions and excise
tax, at an average cost of $18.43 per share under the 2022 Share Repurchase Program.
In November 2023 we announced that our Board of Directors authorized a program to purchase up to $250.0 million of
our Class A common stock, which expired on December 31, 2024, or the 2024 Share Repurchase Program. During the
year ended December 31, 2024, we repurchased and retired 6,357,302 shares for $146.1 million, exclusive of commissions
and excise tax, at an average cost of $22.98 per share under the 2024 Share Repurchase Program.
In November 2024 we announced that our Board of Directors authorized the Original 2025 Share Repurchase Program
pursuant to which we could purchase up to $200.0 million of our Class A common stock. In August 2025 we announced
that our Board of Directors amended the Original 2025 Share Repurchase Program to increase the authorization by an
additional $150.0 million, for a total authorization to purchase up to $350.0 million of our Class A common stock, and
extended the expiration of the Original 2025 Share Repurchase Program from December 31, 2025 to July 31, 2026, or as
amended, the 2025 Share Repurchase Program. The 2025 Share Repurchase Program was completed in November
2025. All repurchased shares under the 2025 Share Repurchase Program were retired. We funded share repurchases
under the 2025 Share Repurchase Program through cash on hand and cash generated from operations. During the year
ended December 31, 2025, we repurchased and retired 10,723,839 shares of our Class A common stock for $350.0 million,
exclusive of commissions and excise tax, at an average cost of $32.65 per share under the 2025 Share Repurchase
Program.
In February 2026 we announced that our Board of Directors authorized the 2026 Share Repurchase Program pursuant to
which we may purchase up to $250.0 million of our Class A common stock. Share repurchases under the 2026 Share
Repurchase Program may be made through a variety of methods, including but not limited to open market purchases,
privately negotiated transactions, and transactions that may be effected pursuant to one or more plans under Rule 10b5-1
and/or Rule 10b-18 of the Exchange Act. The 2026 Share Repurchase Program does not obligate us to repurchase any
minimum dollar amount or number of shares. The 2026 Share Repurchase Program has an expiration date of December
31, 2026, and prior to its expiration may be modified, suspended, or discontinued by our Board of Directors at any time
without prior notice. All repurchased shares under the 2026 Share Repurchase Program will be retired. We expect to fund
share repurchases under the 2026 Share Repurchase Program through cash on hand and cash generated from
operations.
To the extent that our operating income, existing cash, cash equivalents, and our borrowing capacity under the 2022
Revolver are insufficient to fund our future activities, we may need to raise additional funds through a public or private
equity or debt financing. Additional funds may not be available on terms favorable to us, or at all. See “Risk Factors—Risks
Related to Our Operations—We may require additional capital to pursue our business objectives and respond to business
opportunities, challenges, or unforeseen circumstances. If we are unable to generate sufficient cash flows or if capital is
not available to us, our business, operating results, financial condition, and prospects could be adversely affected.” in Part
I, Item 1A within this Annual Report.
Operating Activities
Net cash provided by operating activities of $295.3 million during the year ended December 31, 2025, was due primarily to
consolidated net income of $155.9 million, adjusted for $50.4 million of stock-based compensation expense, $32.6 million
of impairment primarily related to CarOffer, $28.3 million of depreciation and amortization expense, and $25.9 million of
deferred taxes. Net cash provided by operating activities was also attributable to a $19.2 million increase in deferred
contract costs due to commissions capitalization.

67
Net cash provided by operating activities of $255.5 million during the year ended December 31, 2024, was due primarily to
consolidated net income of $21.0 million, adjusted for $144.4 million of impairment related to CarOffer and the end of the
CG Buy Online pilot, $62.3 million of stock-based compensation expense, and $25.4 million of depreciation and
amortization expense, offset in part by $33.3 million of deferred taxes. Net cash provided by operating activities was also
attributable to a $41.8 million increase in lease obligations primarily related to tenant improvement allowance costs
incurred, interest accretion increasing lease liabilities, and amortization reducing the right-of-use asset related to 1001
Boylston Street, partially offset by typical lease payments decreasing the lease liability.
Net cash provided by operating activities of $124.5 million during the year ended December 31, 2023, was due primarily to
consolidated net income of $22.1 million, adjusted for $63.7 million of stock-based compensation expense, $48.5 million of
depreciation and amortization, $11.8 million of amortization of deferred contract costs, and $0.5 million of amortization
of deferred financing costs, offset in part by $37.9 million of deferred taxes. Net cash provided by operating activities
was also attributable to a $15.2 million increase in lease obligations, an $11.0 million decrease in accounts receivable, a $9.1
million increase in deferred revenue, a $2.1 million increase in accounts payable, and a $2.0 million decrease in inventory.
The increases in cash flow from operations were partially offset by an $18.4 million increase in deferred contract costs, a
$3.4 million decrease in accrued expenses, accrued income taxes, and other liabilities, and a $1.5 million increase in
prepaid expenses, prepaid income taxes, and other assets.
Investing Activities
Net cash used in investing activities of $29.3 million during the year ended December 31, 2025, was due to $22.9 million in
capitalized website development costs due to continued investment in our product offerings and $6.4 million in purchases
of property and equipment primarily related to capitalized internal-use software and purchases of property and
equipment for our new headquarters at 1001 Boylston Street.
Net cash used in investing activities of $73.0 million during the year ended December 31, 2024, was due primarily to $75.2
million in purchases of property and equipment primarily related to our new headquarters at 1001 Boylston Street and
$18.8 million in capitalized website development costs due to continued investment on our product offerings, offset in part
by $21.2 million in sales of short-term investments.
Net cash used in investing activities of $61.6 million during the year ended December 31, 2023, was due primarily to $24.6
million in purchases of property and equipment, $20.6 million of purchases of short-term investments, net of sales, and
$16.6 million of capitalized website development costs.
Financing Activities
Net cash used in financing activities of $383.8 million during the year ended December 31, 2025, was due primarily to
$351.9 million in repurchases of our Class A common stock acquired primarily under the 2025 Share Repurchase Program,
and $30.4 million in payments of withholding taxes on net share settlements of restricted stock units.
Net cash used in financing activities of $168.6 million during the year ended December 31, 2024, was due primarily to
$146.2 million related to the repurchase of our Class A common stock under the 2024 Share Repurchase Program, $24.9
million related to the payment of withholding taxes on net share settlements of restricted stock units, and $1.6 million for
the payment of excise taxes on repurchases of Class A common stock, offset in part by $4.9 million related to the
proceeds from issuance of Class A common stock upon exercise of stock options.
Net cash used in financing activities of $253.6 million during the year ended December 31, 2023, was due primarily to
$208.5 million related to the repurchase of our Class A common stock under the 2022 Share Repurchase Program, $25.0
million of payment for repurchase of redeemable noncontrolling interest, $15.6 million related to the payment of
withholding taxes on net share settlements of restricted stock units, and $4.5 million of change in gross advance payments
received from third-party transaction processor.

68
Contractual Obligations and Known Future Cash Requirements
For our contractual obligations and commitments, refer to Note 10 to our consolidated financial statements included
elsewhere in this Annual Report.
Seasonality
Across the retail automotive industry, consumer activity tends to be highest in the spring and summer months, aligning
with tax refund season and increased discretionary spending, as well as the rollout of new vehicle models. This seasonality
in vehicle purchasing behavior can influence dealer advertising budgets and inventory levels, which, in turn, could impact
demand for our products and services.
Historically, our operating results have been more influenced by macroeconomic conditions that impact the volume of
vehicle sales, such as slower growth or recession, higher interest rates, unemployment, inflation, consumer confidence in
the economy, consumer debt levels, labor disruptions, work stoppages, or strikes, geopolitical conflicts, foreign currency
exchange rate fluctuations, and other matters that influence consumer spending and preferences, than by consistent
seasonal patterns.
To date, our operating results have not been materially impacted by the general seasonality of the automotive industry.
However, as our platform and offerings continue to scale, including our growing suite of software and data products for
consumers and dealers, we may become more susceptible to seasonal trends that affect vehicle transactions, consumer
engagement, or dealer marketing behavior.
Accordingly, revenue and cost of revenue related to volume will fluctuate on a quarterly basis. Typical seasonality trends
may not be observed in periods where other external factors, such as changes in international trade policies, tariffs,
higher interest rates, and other macroeconomic issues, more significantly impact the industry.
Off-Balance Sheet Arrangements
As of December 31, 2025 and 2024, we did not have any off-balance sheet arrangements, or material leases that are less
than 12 months in duration, that have or are reasonably likely to have a current or future material effect on our financial
condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures, or
capital resources.
Critical Accounting Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the
reporting period.
Although we regularly assess these estimates, actual results could differ materially from these estimates. We base our
estimates on historical experience and various other assumptions that we believe to be reasonable under the
circumstances. Actual results may differ from management’s estimates if these results differ from historical experience,
or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made.
Changes in estimates are recognized in the period in which they become known.
Critical estimates relied upon in preparing the consolidated financial statements include the determination of variable
consideration in our revenue recognition and the capitalization and useful lives of product, technology, and development
costs for website development, internal-use software, and hosting arrangements. Accordingly, we consider these to be
our critical accounting estimates and believe that of our significant accounting policies, these involve the greatest degree
of judgment and complexity.

69
Revenue Recognition – Variable Consideration
Total consideration for subscription revenue is stated within the contracts. At the portfolio level, there is also variable
consideration that needs to be included in the transaction price. There are no contractual cash refund rights, but credits
may be issued to a customer at our sole discretion.
Advertising contracts state the transaction price within the agreement with payment generally being based on the
number of clicks or impressions delivered on our websites. Total consideration is based on output and deemed variable
consideration constrained by an agreed upon delivery schedule and is allocated to the period in which the service was
rendered. Additionally, there are generally no contractual cash refund rights. Certain contracts do contain the right for
credits in situations in which impressions are not displayed in compliance with contractual specifications. At an individual
contract level, we may give a credit for a customer satisfaction issue or other circumstance. Due to the known possibility
of future credits, a monthly review is performed to defer revenue at an individual contract level for such future
adjustments in the period of incurrence.
Other revenue includes revenue from contracts for which the performance obligation is a series of distinct services with
the same level of effort daily. For these contracts, primarily related to our partnerships with financing services
companies, we estimate the value of the variable consideration in determining the transaction price and allocate it to the
performance obligation. Revenue is estimated and recognized on a ratable basis over the contractual term. We reassess
the estimate of variable consideration at each reporting period.
Website Development and Internal-Use Software Costs – Capitalization and Useful Lives
We determine the amount of website development and internal-use software costs to be capitalized based on the amount
of time spent by our developers on projects in the operating stage of development. There is judgment involved in
estimating the time allocated to a particular project in the operating stage. A significant change in the time spent on each
project could have a material impact on the amount capitalized and related amortization expense in subsequent periods.
Capitalized website development and capitalized internal-use software costs are amortized on a straight-line basis over
their estimated useful life of three years beginning with the time when the product is ready for its intended use. We
evaluate the useful lives of these assets when each asset is ready for its intended use, and at least annually thereafter to
ensure three years remains appropriate.
We also test for impairment at least annually and whenever events or changes in circumstances occur that could impact
the recoverability of these assets. To test for impairment, recoverability of these assets is first measured by comparing
the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is
determined to not be recoverable, the amount of any impairment is measured as the difference between the carrying
value and the fair value of the impaired asset.
Hosting Arrangements – Capitalization and Useful Lives
Our hosting arrangements consist of cloud-based hosting platforms. We determine the amount of hosting costs to be
capitalized based on the amount of time spent by our developers on projects in the operating stage of development.
There is judgment involved in estimating the time allocated to a particular project in the operating stage. A significant
change in the time spent on each project could have a material impact on the amount capitalized and related amortization
expense in subsequent periods.
Capitalized implementation costs for hosting arrangements are amortized on a straight-line basis over an estimated
useful life of the term of the hosting arrangement, taking into consideration several other factors such as, but not limited
to, options to extend the hosting arrangement or options to terminate the hosting arrangement, beginning with the time
when the software is ready for intended use. We evaluate the useful lives of these assets when each asset is ready for its
intended use, and at least annually thereafter to ensure the selected useful life remains appropriate.

70
We also test for impairment at least annually and whenever events or changes in circumstances occur that could impact
the recoverability of these assets. To test for impairment, recoverability of these assets is first measured by comparing
the carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is
determined to not be recoverable, the amount of any impairment is measured as the difference between the carrying
value and the fair value of the impaired asset.
Recently Issued Accounting Pronouncements
Information concerning recently issued accounting pronouncements can be found in Note 2 to our consolidated financial
statements included elsewhere in this Annual Report.

71
Item 7A. Quantitative and Qualitative Disclosures about
Market Risk.
Market risk represents the risk of loss that may affect our financial position due to adverse changes in financial market
prices and rates. We are exposed to market risks as described below.
Interest Rate Risk
As of December 31, 2025 and 2024, our exposure to market risk associated with changes in interest rates related
primarily to the 2022 Revolver, which allows us to borrow up to $400.0 million. The applicable interest rate is, at our
option, based on a number of different benchmark rates and applicable spreads, as determined by the Consolidated
Secured Net Leverage Ratio (as defined in Note 9 to our consolidated financial statements included elsewhere in this
Annual Report). A fluctuation in interest rates does not have an impact on interest expense unless the 2022 Revolver is
drawn upon. Such impact would also be dependent on the amount of the draw.
As of December 31, 2025, there were no borrowings and $9.4 million in letters of credit outstanding under the 2022
Revolver Sub-facility associated with our leases, which reduced the borrowing capacity under the 2022 Revolver to
$390.6 million. As of December 31, 2024, there were no borrowings and $9.9 million in letters of credit outstanding under
the 2022 Revolver Sub-facility associated with our leases, which reduced the borrowing capacity under the 2022 Revolver
to $390.1 million.
As of December 31, 2025 and 2024, we had cash and cash equivalents of $190.5 million and $304.2 million, respectively,
which consisted of cash on deposit with banks and money market funds.
Such interest-earning instruments carry a degree of interest rate risk. For the years ended December 31, 2025 and 2024,
fluctuations resulting from changes in the interest rate environment in interest income have not been material to our
business, financial condition, or results of operations. Given recent changes in the interest rate environment and in an
effort to ensure liquidity, we expect variable returns from our cash equivalents for the foreseeable future.
We do not enter into investments for trading or speculative purposes and have not used any derivative financial
instruments to manage our interest rate risk exposure. As circumstances change, we will continue to reassess our
approach to managing these risks.
Inflation Risk
As of December 31, 2025 and 2024, we did not believe that inflation had a material effect on our business, financial
condition, or results of operations. However, if our costs were to become subject to significant inflationary pressures, we
may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our
business, operating results, and financial condition. Additionally, inflationary pressures could negatively impact vehicle
purchasing behavior, which could have an adverse impact on our financial results.
Foreign Currency Exchange Risk
As of December 31, 2025 and 2024, we had foreign currency exposures in the British pound, the Euro, and the Canadian
dollar, but fluctuations resulting from exchange rates between these foreign currencies and the U.S. dollar have not been
material to our business, financial condition, or results of operations. However, fluctuations in exchange rates in the future
may have a material impact on our business, financial condition, or results of operations.
We have not used any financial instruments to manage our foreign currency exchange risk exposure. As circumstances
change, we will continue to reassess our approach to managing these risks.

72
Item 8. Financial Statements and Supplementary Data.
CarGurus, Inc.
Index to Consolidated Financial Statements
Page
No.
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
73
Consolidated Balance Sheets as of December 31, 2025 and 2024
75
Consolidated Income Statements for the Years Ended December 31, 2025, 2024, and 2023
76
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023
77
Consolidated Statements of Redeemable Noncontrolling Interest and Stockholders’ Equity for the Years Ended
December 31, 2025, 2024, and 2023
78
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024, and 2023
79
Notes to Consolidated Financial Statements
80

73
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of CarGurus, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CarGurus, Inc. (the Company) as of December 31,
2025 and 2024, the related consolidated statements of income, comprehensive income, redeemable noncontrolling
interest and stockholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and
the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025
and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31,
2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated February 19, 2026 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the
PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of the critical audit matter does not alter in any way our opinion on the
consolidatedfinancial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the account or disclosureto which it relates.
Revenue Recognition
Description of
the Matter
For the year ended December 31, 2025, the Company recognized revenue of $907.0 million. As
explained in Note 2 to the consolidated financial statements, the Company recognizes revenue in
accordance with Accounting Standard Codification Topic 606, Revenue from Contracts with
Customers, upon transfer of control of promised services to customers in an amount that reflects
the consideration the Company expects to receive in exchange for those services.

74
Auditing management’s recognition of revenue was challenging because of the higher extent of
audit effort and because the amounts are material to the consolidated financial statements and
related disclosures.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of
controls over the Company’s revenue recognition process, including controls designed to mitigate
the risk of override of controls. This included testing controls over management’s review of
manual journal entries and revenue related account reconciliations.
We substantively tested the Company’s revenue recognized for the year ended December 31,
2025, through tests of details. Our audit procedures included, among others, evaluating
management’s significant accounting policies, reconciling revenue recognized to the Company’s
general ledger to test completeness, and performing substantive test of details over a sample of
transactions. Our audit procedures performed over those transactions included, among others,
obtaining and reading the contract and source documents for each selection, testing
management’s identification and treatment of contract terms, assessing the terms in the
agreement and evaluating the appropriateness of management’s application of their accounting
policies in determining revenue recognition conclusion, and testing the mathematical accuracy of
management’s calculations of revenue and the associated timing of revenue recognized in the
financial statements.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2016.
Boston, Massachusetts
February 19, 2026

75
CarGurus, Inc.
Consolidated Balance Sheets
(in thousands, except share and per share data)
As of December 31,
2025
2024
Assets
Current assets
Cash and cash equivalents
$
190,518
$
304,193
Accounts receivable, net of allowance for doubtful accounts of $600 and
$696, respectively
41,936
38,284
Prepaid expenses, prepaid income taxes and other current assets
35,259
26,247
Deferred contract costs
15,235
12,523
Restricted cash
—
2,036
Current assets of discontinued operations
—
7,923
Total current assets
282,948
391,206
Property and equipment, net
132,952
124,393
Intangible assets, net
3,253
4,017
Goodwill
28,397
26,599
Operating lease right-of-use assets
115,481
121,484
Deferred tax assets
81,201
106,672
Deferred contract costs, net of current portion
13,563
13,196
Other non-current assets
4,102
3,758
Non-current assets of discontinued operations
—
33,211
Total assets
$
661,897
$
824,536
Liabilities and stockholders’ equity
Current liabilities
Accounts payable
$
29,115
$
21,821
Accrued expenses, accrued income taxes and other current liabilities
38,393
32,224
Deferred revenue
23,562
21,516
Operating lease liabilities
9,469
9,005
Current liabilities of discontinued operations
—
8,485
Total current liabilities
100,539
93,051
Operating lease liabilities
181,364
183,739
Deferred tax liabilities
442
26
Other non–current liabilities
5,354
5,995
Non-current liabilities of discontinued operations
—
36
Total liabilities
287,699
282,847
Commitments and contingencies (Note 10)
Stockholders’ equity
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized;
no shares issued and outstanding
—
—
Class A common stock, $0.001 par value per share; 500,000,000 shares
authorized; 80,667,475 and 89,002,571 shares issued and outstanding at
December 31, 2025 and 2024, respectively
81
89
Class B common stock, $0.001 par value per share; 100,000,000 shares
authorized; 14,216,250 and 14,986,745 shares issued and outstanding at
December 31, 2025 and 2024, respectively
14
15
Additional paid–in capital
10,297
169,013
Retained earnings
362,380
375,119
Accumulated other comprehensive income (loss)
1,426
(2,547)
Total stockholders’ equity
374,198
541,689
Total liabilities and stockholders’ equity
$
661,897
$
824,536
The accompanying notes are an integral part of these consolidated financial statements.

76
CarGurus, Inc.
Consolidated Income Statements
(in thousands, except share and per share data)
Year Ended December 31,
2025
2024
2023
Revenue
$
906,980
$
798,044
$
698,421
Cost of revenue(1)(2)
65,467
70,347
61,810
Gross profit
841,513
727,697
636,611
Operating expenses
Sales and marketing
340,873
307,439
277,829
Product, technology, and development
138,283
139,014
136,756
General and administrative
101,419
103,222
94,959
Impairment
499
11,757
—
Depreciation and amortization
15,994
9,118
6,738
Total operating expenses
597,068
570,550
516,282
Income from continuing operations
244,445
157,147
120,329
Other income, net
Interest income
9,151
12,196
18,436
Other (expense) income, net
(762)
(957)
364
Total other income, net
8,389
11,239
18,800
Income from continuing operations before income taxes
252,834
168,386
139,129
Provision for income taxes
56,092
39,649
46,694
Net income from continuing operations
196,742
128,737
92,435
Net loss from discontinued operations, net of tax benefits
(40,839)
(107,765)
(70,382)
Consolidated net income
155,903
20,972
22,053
Net loss attributable to redeemable noncontrolling interest
—
—
(14,889)
Net income attributable to CarGurus, Inc.
$
155,903
$
20,972
$
36,942
Deemed dividend on redemption of noncontrolling interest
—
—
5,838
Net income attributable to common stockholders
$
155,903
$
20,972
$
31,104
Net income per share attributable to common stockholders (Note 12)
Basic
Continuing operations
$
1.99
$
1.23
$
0.82
Consolidated
$
1.58
$
0.20
$
0.27
Diluted
Continuing operations
$
1.96
$
1.21
$
0.81
Consolidated
$
1.55
$
0.20
$
0.19
Weighted–average number of shares of common stock used in
computing net income per share attributable to common stockholders
Basic
98,837,997
104,535,572
113,240,139
Diluted
100,410,297
106,263,886
114,188,834
(1)
For the years ended December 31, 2025, 2024, and 2023, depreciation and amortization expense in cost of revenue was $9.3 million, $8.5
million, and $6.9 million, respectively.
(2)
For the year ended December 31, 2024, there was $9.8 million of impairment in cost of revenue. For the years ended December 31, 2025
and 2023, there was no and immaterial amounts of impairment in cost of revenue, respectively.
The accompanying notes are an integral part of these consolidated financial statements.

77
CarGurus, Inc.
Consolidated Statements of Comprehensive Income
(in thousands)
Year Ended December 31,
2025
2024
2023
Consolidated net income
$
155,903
$
20,972
$
22,053
Other comprehensive income
Foreign currency translation adjustment
3,973
(1,646)
743
Consolidated comprehensive income
159,876
19,326
22,796
Comprehensive loss attributable to redeemable
noncontrolling interests
—
—
(14,889)
Comprehensive income attributable to CarGurus, Inc.
$
159,876
$
19,326
$
37,685
The accompanying notes are an integral part of these consolidated financial statements.

78
CarGurus, Inc.
Consolidated Statements of Redeemable Noncontrolling Interest
and Stockholders’ Equity
(in thousands, except share data)
Redeema
ble
Noncontr
olling
Class A
Common Stock
Class B
Common Stock
Additiona
l
Paid–in
Retained
Accumula
ted
Other
Compreh
ensive
Total
Stockhol
ders’
Interest
Shares
Amount
Shares
Amount
Capital
Earnings
(Loss)
Income
Equity
Balance as of December 31, 2022
$
36,749
101,636,
649
$
102
15,999,17
3
$
16
$ 413,092
$ 323,043
$
(1,644)
$ 734,609
Net (loss) income
(14,889)
—
—
—
—
—
36,942
—
36,942
Stock–based compensation expense
—
—
—
—
—
63,312
—
—
63,312
Issuance of common stock upon exercise of
stock options
—
15,834
—
—
—
74
—
—
74
Issuance of common stock upon vesting of
restricted stock units
—
2,440,51
0
1
—
—
(1)
—
—
—
Withholding taxes on net share settlements of
restricted stock units
—
(840,995)
—
—
—
(15,729)
—
—
(15,729)
Repurchase of common stock
—
(11,076,7
55)
(11)
—
—
(205,80
8)
—
—
(205,819)
Acquisition of remaining interest in CarOffer,
LLC
(21,838)
—
—
—
—
8,558
(5,838)
—
2,720
Tax distributions to redeemable
noncontrolling interest holders
(22)
—
—
—
—
—
—
—
—
Foreign currency translation adjustment
—
—
—
—
—
—
—
743
743
Balance as of December 31, 2023
$
—
92,175,2
43
$
92
15,999,17
3
$
16
$ 263,498
$ 354,147
$
(901)
$ 616,852
Net income
—
—
—
—
—
—
20,972
—
20,972
Stock–based compensation expense
—
—
—
—
—
68,818
—
—
68,818
Issuance of common stock upon exercise of
stock options
—
345,721
—
—
—
4,923
—
—
4,923
Issuance of common stock upon vesting of
restricted stock units
—
2,793,92
0
3
—
—
(3)
—
—
—
Withholding taxes on net share settlements of
restricted stock units
—
(967,439)
(1)
—
—
(24,876)
—
—
(24,877)
Repurchase of common stock
—
(6,357,3
02)
(6)
—
—
(146,854)
—
—
(146,86
0)
Conversion of common stock
—
1,012,42
8
1
(1,012,42
8)
(1)
—
—
—
—
Other
—
—
—
—
—
3,507
—
—
3,507
Foreign currency translation adjustment
—
—
—
—
—
—
—
(1,646)
(1,646)
Balance as of December 31, 2024
$
—
89,002,5
71
$
89
14,986,7
45
$
15
$ 169,013
$
375,119
$
(2,547)
$ 541,689
Net income
—
—
—
—
—
—
155,903
—
155,903
Stock–based compensation expense
—
—
—
—
—
57,123
—
—
57,123
Issuance of common stock upon exercise of
stock options
—
28,241
—
—
—
474
—
—
474
Issuance of common stock upon vesting of
restricted stock units
—
2,534,30
2
2
—
—
(2)
—
—
—
Withholding taxes on net share settlements of
restricted stock units
—
(893,733)
—
—
—
(30,380)
—
—
(30,380)
Repurchase of common stock
—
(10,774,4
01)
(11)
—
—
(185,931)
(168,642)
—
(354,58
4)
Conversion of common stock
—
770,495
1
(770,495)
(1)
—
—
—
—
Foreign currency translation adjustment
—
—
—
—
—
—
—
3,973
3,973
Balance as of December 31, 2025
$
—
80,667,4
75
$
81
14,216,25
0
$
14
$
10,297
$ 362,380
$
1,426
$ 374,198
The accompanying notes are an integral part of these consolidated financial statements.

79
CarGurus, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Year Ended December 31,
2025
2024
2023
Operating Activities
Consolidated net income
$
155,903
$
20,972
$
22,053
Adjustments to reconcile consolidated net income to net cash provided
by operating activities
Depreciation and amortization
28,346
25,360
48,474
Gain on sale of property and equipment
—
—
(460)
Currency loss (gain) on foreign denominated transactions
(404)
971
(283)
Other non-cash (income) expense, net
(101)
(816)
88
Deferred taxes
25,887
(33,348)
(37,864)
Provision for doubtful accounts
2,415
2,051
378
Stock-based compensation expense
50,439
62,272
63,737
Amortization of deferred financing costs
515
515
515
Amortization of deferred contract costs
16,406
13,975
11,817
Impairment
32,552
144,431
184
Changes in operating assets and liabilities
Accounts receivable
675
(4,866)
10,975
Inventory
338
(112)
1,958
Prepaid expenses, prepaid income taxes, and other assets
(7,790)
(1,627)
(1,498)
Deferred contract costs
(19,240)
(15,701)
(18,440)
Accounts payable
3,557
(4,663)
2,080
Accrued expenses, accrued income taxes, and other liabilities
336
3,897
(3,419)
Deferred revenue
1,853
362
9,067
Lease obligations
3,593
41,821
15,165
Net cash provided by operating activities
295,280
255,494
124,527
Investing Activities
Purchases of property and equipment
(6,383)
(75,173)
(24,563)
Proceeds from sale of property and equipment
—
—
460
Capitalization of website development costs
(22,933)
(18,776)
(16,648)
Purchases of short-term investments
—
(494)
(98,016)
Sale of short-term investments
—
21,218
77,462
Advance payments to customers, net of collections
—
259
(259)
Net cash used in investing activities
(29,316)
(72,966)
(61,564)
Financing Activities
Proceeds from issuance of common stock upon exercise of stock options
474
4,923
74
Payment of withholding taxes on net share settlements of restricted stock units
(30,353)
(24,891)
(15,597)
Repurchases of common stock
(351,930)
(146,180)
(208,524)
Payment of excise taxes on repurchases of common stock
(680)
(1,584)
—
Payment of finance lease obligations
(81)
(75)
(70)
Payment of tax distributions to redeemable noncontrolling interest holders
—
—
(38)
Acquisition of remaining interest in CarOffer, LLC
—
—
(25,014)
Change in gross advance payments received from third-party transaction processor
(1,194)
(822)
(4,475)
Net cash used in financing activities
(383,764)
(168,629)
(253,644)
Impact of foreign currency on cash, cash equivalents, and restricted cash
2,089
(1,596)
475
Net (decrease) increase in cash, cash equivalents, and restricted cash
(115,711)
12,303
(190,206)
Cash, cash equivalents, and restricted cash at beginning of period
306,229
293,926
484,132
Cash, cash equivalents, and restricted cash at end of period
$
190,518
$
306,229
$
293,926
Supplemental disclosure of cash flow information
Cash paid for income taxes
$
19,758
$
40,777
$
74,783
Cash paid for operating lease liabilities
$
20,680
$
15,400
$
19,504
Cash paid for interest
$
590
$
772
$
566
Supplemental noncash disclosure of cash flow information
Unpaid purchases of property and equipment and capitalized
hosting arrangements
$
606
$
1,503
$
18,149
Capitalized stock-based compensation expense in website development and
internal-use software costs and hosting arrangements
$
6,684
$
6,546
$
5,472
Unpaid excise tax on repurchases of common stock
$
2,654
$
680
$
1,584
Obtaining a right-of-use asset in exchange for an operating lease liability
$
1,537
$
(5,029)
$
149,185
The accompanying notes are an integral part of these consolidated financial statements.

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CarGurus, Inc.
Notes to Consolidated Financial Statements
1. Organization and Business Description
CarGurus, Inc. (the “Company” or “CarGurus”) is 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,
CarGurus is an automotive shopping site in the U.S. CarGurus’ 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. CarGurus provides dealers a personalized, predictive intelligence platform with software
solutions that helps them run their businesses more efficiently and profitably at all stages of inventory acquisition and
pricing, marketing, and conversion to sale.
On August 6, 2025, the Board of Directors of the Company (the “Board”) determined, after considering all reasonably
available options and a broader strategic reassessment, that it is in the best interests of its stockholders to wind down
CarOffer, LLC (“CarOffer”), including the Dealer-to-Dealer and Instant Max Cash Offer products (the “CarOffer
Transactions Business”). Following the broader strategic reassessment, the Company concluded that the CarOffer
Transactions Business has proven less effective in today’s more volatile and unpredictable pricing environment, where
dealers require more flexibility and broader automation to streamline fulfillment than the model could provide. Following
the wind-down, the Company will continue to deliver AI-powered inventory intelligence through its insights platform and
enable consumer vehicle sourcing at scale through Sell My Car (formerly Sell My Car - Top Dealer Offers) and will focus on
technology and analytics that will enable smarter sourcing and pricing decisions rather than facilitating the transactions
themselves.
The wind-down of CarOffer was completed and the business was considered abandoned for accounting purposes as of
December 31, 2025. The Company presented the financial results of CarOffer as discontinued operations in the
consolidated financial statements for all periods presented, except for the consolidated statements of comprehensive
income, the consolidated statements of redeemable noncontrolling interest and stockholders’ equity, and the
consolidated statements of cash flows. These statements have not been separately reclassified and discontinued
operations are included within each for all periods presented. For further information, refer to Note 3 of these
consolidated financial statements.
The Company operates principally in the U.S., where it also operates the Autolist online marketplace as an independent
brand. The Company also operates online marketplaces under the CarGurus brand in Canada and the U.K. In the U.K. it
also operates the PistonHeads online marketplace as an independent brand.
The Company has subsidiaries in the U.S., Canada, Ireland, and the U.K. Effective as of the fourth quarter of 2025 the
Company revised its segment reporting from two reportable segments to one reportable segment, in connection with the
wind-down of CarOffer and as a result of the Chief Operating Decision Maker (“CODM”) managing the business, making
operating decisions, and evaluating operating performance on a consolidated basis. For further segment reporting and
geographic information, refer to Note 14 of these consolidated financial statements.
The Company is subject to a number of risks and uncertainties common to companies in its and similar industries and
stages of development including but not limited to rapid technological changes, competition from substitute products and
services from larger companies, management of international activities, protection of proprietary rights, patent
litigation, and dependence on key individuals.

81
2. Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in
the U.S. (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the
Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting
Standards Board (“FASB”).
The assets, liabilities, and results of operations of CarOffer, excluding certain assets that have been repurposed for
corporate use, have been presented as discontinued operations for all periods presented in the consolidated balance
sheets and income statements.
No assets or liabilities were classified as discontinued operations as of December 31, 2025. The consolidated balance sheet
as of December 31, 2024, was derived from the audited financial statements of CarGurus, Inc. as of that date, adjusted
for the reclassification of discontinued operations.
The consolidated income statements for the years ended December 31, 2024 and 2023, were derived from the audited
financial statements of CarGurus, Inc. as of those dates, adjusted for the reclassification of discontinued operations.
The consolidated statements of comprehensive income, consolidated statements of redeemable noncontrolling interest
and stockholders’ equity, and consolidated statements of cash flows as of December 31, 2025, 2024, and 2023, related to
discontinued operations have not been separately reclassified and are included within each for all periods presented.
Unless indicated otherwise, the information in the notes to these consolidated financial statements relates to the
Company’s continuing operations and does not include the results of discontinued operations.
For further information on discontinued operations, refer to Note 3 of these consolidated financial statements.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All
intercompany balances and transactions have been eliminated in consolidation.
Subsequent Event Considerations
The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the
consolidated financial statements to provide additional evidence for certain estimates or to identify matters that require
additional disclosure. The Company has evaluated all subsequent events and determined that there are no material
recognized or unrecognized subsequent events requiring disclosure, other than those described in Note 17 of these
consolidated financial statements.
Use of Estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expense during the
reporting period.

82
Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. The
Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable
under the circumstances. Actual results may differ from management’s estimates if these results differ from historical
experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable
when made. Changes in estimates are recognized in the period in which they become known.
Critical estimates relied upon in preparing the consolidated financial statements include the determination of variable
consideration in the Company’s revenue recognition and the capitalization and useful lives of product, technology, and
development costs for website development, internal-use software, and hosting arrangements. Accordingly, the
Company considers these to be its critical accounting estimates, and believes that of the Company’s significant accounting
policies, these involve the greatest degree of judgment and complexity.
Concentration of Credit Risk
The Company has no significant off-balance sheet risk, such as foreign exchange contracts, option contracts, or other
foreign hedging arrangements. Financial instruments that potentially expose the Company to concentrations of credit risk
consist primarily of cash, cash equivalents, trade accounts receivable, and other receivables.
The Company maintains its cash and cash equivalents, principally with accredited financial institutions of high credit
standing. Although the Company deposits its cash and cash equivalents with multiple financial institutions, its deposits with
each such financial institution exceed governmental insured limits.
The Company routinely assesses the creditworthiness of its customers and does not require collateral. The Company
generally has not experienced any material losses related to receivables from individual customers or groups of
customers.
The Company had no material losses related to receivables as the losses were dispersed across a large number of
customers. Due to this factor, no additional credit risk beyond amounts provided for collection losses was believed by
management to be probable in the Company’s accounts receivable and other receivables.
As of December 31, 2025 and December 31, 2024, a payment processor for several hundred dealer accounts represented
10.8% and 10.6%, respectively, of net accounts receivable and other receivables. The related accounts receivable balance
included unbilled and billed receivables that are not past due. The concentration was driven by the timing of payments
pursuant to the agreement with the payment processor, as well as a decrease in the total accounts receivable, net balance
as of December 31, 2025 and 2024. The remainder of the accounts receivable was dispersed among more than 1,000
customers. Therefore, the Company does not believe there is significant credit risk with respect to accounts receivable.
For the years ended December 31, 2025, 2024, and 2023, no customer accounted for more than 10% of total revenue.
Significant Accounting Policies
The consolidated financial statements reflect the application of certain significant accounting policies as described below
and elsewhere in the notes of these consolidated financial statements.
Cash, Cash Equivalents, and Investments
As of December 31, 2025 and 2024, cash and cash equivalents primarily consisted of cash on deposit with banks and
money market funds.
Cash equivalents are carried at cost, which approximates their fair market value.
As of December 31, 2025 and 2024, the Company did not have any investments.

83
The Company’s investment policy, which was approved by the Audit Committee of the Board, permits investments in fixed
income securities, including U.S. government and agency securities, non-U.S. government securities, money market
instruments, commercial paper, certificates of deposit, corporate bonds, and asset-backed securities.
The Company considers all highly liquid investments with an original maturity of 90 days or less at the date of purchase to
be cash equivalents. Investments not classified as cash equivalents with maturities less than one year from the balance
sheet date are classified as short-term investments, while investments with maturities in excess of one year from the
balance sheet date are classified as long-term investments. Management determines the appropriate classification of
investments at the time of purchase, and re-evaluates such determination at each balance sheet date.
Investments in equity securities with readily determinable fair values are recognized at fair value based on quoted market
prices within investments in the consolidated balance sheets. Investments in held-to-maturity debt securities are
recognized at amortized cost within investments in the consolidated balance sheets. The Company adjusts the cost of
investments in held-to-maturity debt securities for amortization of premiums and accretion of discounts to maturity, if
any. Investments in trading and available-for-sale debt securities are recognized at fair value within investments in the
consolidated balance sheets. Purchases of equity securities and debt securities are recognized within investing activities in
the consolidated statements of cash flows.
Dividend income from equity securities is recognized within interest income in the consolidated income statements.
Reinvested proceeds from dividend income are recognized within purchases of investments in investing activities in the
consolidated statements of cash flows.
The revaluation of equity securities and debt securities results in an unrealized gain or loss. Unrealized gains or losses on
equity securities and trading debt securities are recognized within other (expense) income, net in the consolidated income
statements and adjusted for in operating activities in the consolidated statements of cash flows. Unrealized gains or losses
on available-for-sale debt securities are recognized within other comprehensive income in the consolidated statements of
comprehensive income. Interest on held-to-maturity debt securities is recognized within interest income in the
consolidated income statements.
Proceeds from sale of equity securities and debt securities are recognized within investing activities in the consolidated
statements of cash flows. Realized gains and losses on sale of equity securities and debt securities are recognized within
other (expense) income, net in the consolidated income statements, adjusted for in operating activities in the consolidated
statements of cash flows, and recognized within proceeds from sale of equity securities and debt securities in investing
activities in the consolidated statements of cash flows.
Debt securities are reviewed for other-than-temporary impairment whenever the fair value of an investment is less than
the amortized cost and evidence indicates that an investment’s carrying amount is not recoverable within a reasonable
period of time. Other-than-temporary impairments of debt securities are recognized within other (expense) income, net
in the consolidated income statements if the Company has experienced a credit loss or if it is more likely than not that the
Company will be required to sell the investment before recovery of the amortized cost basis. Evidence considered in this
assessment includes reasons for the impairment, compliance with the Company’s investment policy, the severity and
duration of the impairment, and changes in value subsequent to the end of the period.
Restricted Cash
As of December 31, 2025, the Company did not have any restricted cash. As of December 31, 2024, restricted cash was
related to pass-through payments from dealers. Restricted cash is classified as a current asset on the consolidated
balance sheets if it is expected to be used or released within one year. Restricted cash is classified as a non-current asset
on the consolidated balance sheets if it is expected to be used or released beyond one year.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable is recorded based on the amount due from the customer. Accounts receivable do not bear interest.

84
The Company is exposed to credit losses primarily through its trade accounts receivable. The Company offsets gross
trade accounts receivable with an allowance for doubtful accounts. The allowance for doubtful accounts is the Company’s
best estimate of the amount of probable credit losses in the Company’s existing accounts receivable and is based upon
historical loss trends, the number of days that billings are past due, an evaluation of the potential risk of loss associated
with specific accounts, current economic trends and conditions, and reasonable and supportable forecasts of economic
conditions. If circumstances relating to specific customers change, or unanticipated changes occur in the general business
environment, particularly as it affects auto dealers, the Company’s estimates of the recoverability of receivables could be
further adjusted.
Provisions for allowances for doubtful accounts are recognized within general and administrative expense in the
consolidated income statements. Amounts are charged against the allowance after all means of collection have been
exhausted, the potential for recovery is considered remote, and when it is determined that expected credit losses may
occur. The Company does not have any off-balance sheet credit exposure related to its customers.
As of December 31, 2025, 2024, and 2023, changes in the Company’s allowance for doubtful accounts were as follows:
Balance at
Beginning of
Period
Provision
Write–offs,
net of
recoveries
Balance at
End of Period
(dollars in thousands)
Year ended December 31, 2025
$
696
$
1,412
$
(1,508) $
600
Year ended December 31, 2024
606
1,879
(1,789)
696
Year ended December 31, 2023
906
908
(1,208)
606
Unbilled accounts receivable generally relate to services rendered in the current period but not invoiced until the
subsequent period.
As of December 31, 2025 and 2024, $16.8 million and $13.2 million, respectively, was included in accounts receivable, net
representing unbilled accounts receivable relating primarily to both dealers and advertising customers invoiced in the
period subsequent to services rendered and revenue recognition adjustments for Company offered discounts given to
dealers in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization using the straight-line
method over the estimated useful lives of the assets. Leasehold improvements and right-of-use assets are amortized over
the lease term, or the estimated useful life of the related asset, if shorter. The estimated useful lives of the Company’s
property and equipment were as follows:
Estimated Useful Life
(In Years)
Server and computer equipment
3 to 5
Capitalized internal-use software
3
Capitalized website development
3
Furniture and fixtures
3 to 5
Right-of-use assets
Lease term, or asset life if
shorter
Leasehold improvements
Lease term, or asset life if
shorter
Expenditures for repairs and maintenance are charged to expense as incurred, whereas major betterments are
capitalized as additions to property and equipment.

85
Impairment of Long-Lived Assets
The Company evaluates the recoverability of long-lived assets for impairment at least annually and whenever events or
changes in circumstances indicate that the carrying value of an asset may not be recoverable. During the review, the
Company re-evaluates the significant assumptions used in determining the original cost and estimated lives of long-lived
assets. Although the assumptions may vary from asset to asset, they generally include operating results, changes in the
use of the asset, cash flows, and other indicators of value. Management evaluates whether the remaining useful life
continues to be appropriate, estimates the future undiscounted cash flows, and assesses whether there has been an
impairment of long-lived assets. To test for impairment, recoverability of these assets is first measured by comparing the
carrying amount of the asset to the future undiscounted cash flows the asset is expected to generate. If the asset is
determined to not be recoverable, the amount of any impairment is measured as the difference between the carrying
value and the fair value of the impaired asset.
Capitalized Website Development and Capitalized Internal-Use Software Costs
The Company capitalizes certain costs associated with the development of its websites and internal-use software after
the preliminary project stage is complete and until the website development or software is ready for its intended use.
Research and development costs incurred during the preliminary project stage or costs incurred for data conversion
activities, training, maintenance, and general and administrative, or overhead costs are expensed as incurred.
Capitalization begins when the preliminary project stage is complete, management authorizes and commits to the funding
of the project with the required authority, it is probable the project will be completed, the website development or
software will be used to perform the functions intended, and certain functional and quality standards have been met.
Qualified costs incurred during the operating stage of its website development or software relating to upgrades and
enhancements are capitalized to the extent it is probable that they will result in added functionality, while costs that
cannot be separated between maintenance of, and minor upgrades and enhancements to, websites and internal-use
software are expensed as incurred. The Company determines the amount of website development and internal-use
software costs to be capitalized based on the amount of time spent by its developers on projects in the operating stage of
development. There is judgment involved in estimating the time allocated to a particular project in the operating stage. A
significant change in the time spent on each project could have a material impact on the amount capitalized and related
amortization expense in subsequent periods. Capitalized website development and capitalized internal-use software costs
are recognized within property and equipment, net in the consolidated balance sheets.
Capitalized website development and capitalized internal-use software costs are amortized on a straight-line basis over
their estimated useful life of three years beginning with the time when the product is ready for its intended use.
Amortization expenses related to capitalized website development costs are recognized within cost of revenue in the
consolidated income statements. Amortization expenses related to capitalized internal-use software costs are recognized
within the operating expense caption for depreciation and amortization in the consolidated income statements. The
Company evaluates the useful lives of these assets when each asset is ready for its intended use, and at least annually
thereafter to ensure three years remains appropriate. The Company also tests for impairment at least annually and
whenever events or changes in circumstances occur that could impact the recoverability of these assets. Impairment is
evaluated as discussed in the “Impairment of Long-Lived Assets” section above.
During the year ended December 31, 2025, capitalized website development costs were $26.5 million. During the year
ended December 31, 2024, capitalized website development costs were $21.4 million, offset by impairments, disposals,
and write offs of $23.9 million primarily due to the end of the CG Buy Online pilot, for a net decrease of $2.5 million.
During the years ended December 31, 2025 and 2024, capitalized internal-use software costs were $5.8 million and $7.2
million, respectively.
For the years ended December 31, 2025, 2024, and 2023, amortization expense associated with capitalized website
development costs was $9.0 million, $8.3 million, and $6.8 million, respectively. For the years ended December 31, 2025,
2024, and 2023, amortization expense associated with capitalized internal-use software costs was $4.8 million, $3.3
million, and $2.7 million, respectively.

86
Capitalized Hosting Arrangements
The Company’s hosting arrangements consist of cloud-based hosting platforms. The Company determines the amount of
hosting arrangement implementation costs to be capitalized based on the amount of time spent by its developers on
projects in the operating stage of development. There is judgment involved in estimating the time allocated to a particular
project in the operating stage. A significant change in the time spent on each project could have a material impact on the
amount capitalized and related amortization expense in subsequent periods.
Capitalized implementation costs for hosting arrangements are recognized within prepaid expenses, prepaid income
taxes, and other current assets and within other non-current assets, as applicable, in the consolidated balance sheets.
Capitalized implementation costs for hosting arrangements are amortized on a straight-line basis over an estimated
useful life of the term of the hosting arrangement, taking into consideration several other factors such as, but not limited
to, options to extend the hosting arrangement or options to terminate the hosting arrangement, beginning with the time
when the software is ready for intended use. Amortization expenses related to hosting arrangement costs are recognized
within the same line item in the consolidated income statements as the expense for fees for the associated hosting
arrangement. The Company evaluates the useful lives of these assets when each asset is ready for its intended use, and at
least annually thereafter to ensure the selected useful life remains appropriate. The Company also tests for impairment at
least annually and whenever events or changes in circumstances occur that could impact the recoverability of these
assets. Impairment is evaluated as discussed in the “Impairment of Long-Lived Assets” section above.
During the years ended December 31, 2025, 2024, and 2023, the Company launched separate initiatives designed to
enhance its hosting arrangements related to its enterprise applications. During the year ended December 31, 2025,
capitalized implementation costs were $2.2 million and recognized within prepaid expenses, prepaid income taxes, and
other current assets and within other non-current assets in the consolidated balance sheets. During the year ended
December 31, 2024, capitalized implementation costs were $0.4 million and recognized within prepaid expenses, prepaid
income taxes, and other current assets and within other non-current assets in the consolidated balance sheets, offset by
impairments of $1.0 million due to the end of the CG Buy Online pilot, for a net decrease of $0.6 million.
For the years ended December 31, 2025, 2024, and 2023, amortization expense associated with hosting arrangements
was $1.8 million, $2.3 million, and $2.0 million, respectively, and recognized within operating expense and cost of revenue
in the consolidated income statements.
Business Combinations
Valuation of Acquired Assets and Liabilities
The Company measures all consideration transferred in a business combination at its acquisition-date fair value.
Consideration transferred is determined by the acquisition-date fair value of assets transferred and liabilities assumed,
including contingent consideration obligations, as applicable. The Company measures goodwill as the excess of the
consideration transferred over the net of the acquisition-date amounts of assets acquired less liabilities assumed.
The Company makes significant assumptions and estimates in determining the fair value of the acquired assets and
liabilities as of the acquisition date, especially the valuation of intangible assets and certain tax positions. The Company
records estimates as of the acquisition date and reassess the estimates at each reporting period up to one year after the
acquisition date. Changes in estimates made prior to finalization of purchase accounting are recognized within goodwill.
Intangible Assets
Intangible assets are recognized at their estimated fair value at the date of acquisition. Fair value is determined based on
inputs and assumptions such as discount rates, rates of return on assets, and long-term sales growth rates.

87
The Company amortizes intangible assets over their estimated useful lives on a straight-line basis. Useful lives are
established based on analysis of all pertinent factors such as the expected use of the asset, expected useful lives of related
assets, provisions that may limit the useful life, historical experience with similar arrangements, and effects of economic
factors, demand, competition, obsolescence, and maintenance required to maintain the future cash flows. Amortization is
recognized over the relevant estimated useful lives ranging from 3 to 11 years. Amortization expenses related to intangible
assets are recognized within the operating expense caption for depreciation and amortization and cost of revenue in the
consolidated income statements.
The Company evaluates the useful lives of these assets as of the acquisition date and at least annually thereafter to
ensure the selected useful life remains appropriate. If the estimate of an intangible asset’s remaining useful life is
changed, the Company amortizes the remaining carrying value of the intangible asset prospectively over the revised
remaining useful life.
The Company monitors its long-lived assets for impairment indicators on an ongoing basis in accordance with GAAP, and
tests for impairment at least annually and whenever events or changes in circumstances occur that could impact the
recoverability of these assets. Impairment is evaluated as discussed in the “Impairment of Long-Lived Assets” section
above.
Goodwill
Goodwill is recognized when consideration paid in a purchase acquisition exceeds the fair value of the net assets acquired.
Goodwill is not amortized, but rather is tested for impairment annually or more frequently if facts and circumstances
warrant a review. Conditions that could trigger a more frequent impairment assessment include, but are not limited to, a
significant adverse change in certain agreements, significant underperformance relative to historical or projected future
operating results, an economic downturn affecting automotive marketplaces, increased competition, a significant
reduction in the Company’s stock price for a sustained period, or a reduction of its market capitalization relative to net
book value.
The Company evaluates impairment either when required following a triggering event or annually on October 1. The
Company initially performs a qualitative assessment to determine whether the existence of events or circumstances
indicates that it is more likely than not that the carrying value of each reporting unit is greater than its fair value. The
Company may choose to bypass the qualitative assessment and proceed directly to a quantitative assessment to assist in
the evaluation. During a qualitative assessment, if the Company determines that it is more likely than not that the carrying
value of goodwill is less than its fair value, no further testing is necessary.
If the Company determines that it is more likely than not that the carrying value of goodwill is more than its fair value, the
Company will perform a quantitative assessment and compare the estimated fair value of the reporting unit to the
carrying value. In determining the estimated fair values of reporting units in a quantitative goodwill impairment test, the
Company estimates fair value using a market approach, based on market multiples derived from public companies that it
identifies as peers. For each reporting unit, the Company estimates forecasted revenue for the fiscal year and estimates
revenue market multiples using publicly available information for each of its peers. The Company reconciles the
aggregate fair values of all reporting units to the Company’s market capitalization for reasonableness.
If the carrying value of a reporting unit exceeds its estimated fair value, a goodwill impairment is recognized.

88
Redeemable Noncontrolling Interest
In connection with the Company’s acquisition of a 51% interest in CarOffer on January 14, 2021 (“2021 CarOffer
Transaction”), the Company entered into the Third Amended and Restated Limited Liability Company Agreement, dated
November 23, 2021 (the “2021 CarOffer Operating Agreement”), with CarOffer, CarOffer Investors Holding, LLC
(“TopCo”), the Member of TopCo, and CarOffer MidCo, LLC (“CarOffer Midco”). The 2021 CarOffer Operating
Agreement provided the Company with the right to purchase, and the noncontrolling equity holders with the right to sell to
the Company, the noncontrolling CarOffer equity holders’ equity interests in CarOffer at a contractually defined
formulaic purchase price, which was based on a multiple of earnings.
Subsequent to the 2021 CarOffer Transaction, the redeemable noncontrolling interest was measured at the greater of
the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined
redemption value and its carrying amount adjusted for net loss attributable to the noncontrolling interest and tax
distributions to redeemable noncontrolling interest holders. Adjustments to the carrying value of the redeemable
noncontrolling interest resulting from changes in the redemption value were recognized within retained earnings in the
consolidated balance sheets.
On November 6, 2023, the Company entered into a Membership Interest Purchase Agreement (the “2023 Purchase
Agreement”) with TopCo, CarOffer Midco, each of the persons set forth on Schedule 1.1(a) to the 2023 Purchase
Agreement, Bruce T. Thompson, as the sellers’ representative, and the responsible party signatory thereto. Pursuant to
the 2023 Purchase Agreement the Company acquired the remaining minority equity interests in CarOffer (the “2023
CarOffer Transaction”) for an aggregate consideration of $75.0 million in cash, subject to certain adjustments set forth in
the 2023 Purchase Agreement. The 2023 CarOffer Transaction was completed on December 1, 2023. As a result of the
2023 CarOffer Transaction, there was no redeemable noncontrolling interest as of December 31, 2023.
On August 6, 2025, the Board determined, after considering all reasonably available options and a broader strategic
reassessment, that it is in the best interests of its stockholders to wind down CarOffer, including the CarOffer
Transactions Business. As of December 31, 2025, CarOffer is considered a discontinued operation. For further
information, refer to Note 3 of these consolidated financial statements.
Leases
The Company recognizes an operating lease liability for the obligation to make lease payments and an operating lease
right-of-use asset for the right to use the underlying assets for the lease term. The Company reviews all material
contracts for embedded leases to determine if they have a right-of-use asset. The Company made an accounting policy
election to apply the practical expedient under ASC Topic 842, Leases, to not separate lease components from non-lease
components for all leases.
The Company recognizes lease payments on a straight-line basis over the lease term. The depreciable life of assets and
leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option
reasonably certain of exercise.
Variable lease payments that depend on an index or a rate are included in the lease payments and are measured using the
prevailing index or rate at the measurement date. Variable lease payments not based on an index or a rate are excluded
from lease payments and are expensed as incurred.
The Company allocates lease costs, which includes operating lease costs, finance lease costs, and variable lease
payments, across all departments based on headcount in the respective location.

89
The Company made an accounting policy election to not recognize a lease liability or right-of-use asset on its consolidated
balance sheets for leases with an initial term of 12 months or less, and instead to recognize lease payments on a straight-
line basis over the lease term as expense and variable lease payments that do not depend on an index or rate as expense
in the period in which the achievement of the specified target that triggers the variable lease payments becomes
probable.
The Company recognizes sublease income on a straight-line basis over the sublease period. The Company recognizes
sublease income as an offset to rent expense within operating expenses in the consolidated income statements as
subleasing is not a primary business activity of the Company and is meant to offset occupancy costs.
Contingent Liabilities
The Company has certain contingent liabilities that arise in the ordinary course of business activities. The Company
accrues for loss contingencies when losses become probable and can be reasonably estimated. The Company recognizes
contingent liabilities within accrued expenses, accrued income taxes, and other current liabilities, and other non-current
liabilities in the consolidated balance sheets, as applicable, depending on if the contingency is expected to be resolved
within one year or more. If the reasonable estimate of the loss is a range and no amount within the range is a better
estimate, the minimum amount of the range is recognized as a liability. The Company does not accrue for contingent
losses that, in its judgment, are considered to be reasonably possible, but not probable; however, it discloses the range of
such reasonably possible losses, if material.
Income Taxes
The Company is subject to federal and state income taxes in the U.S. and income taxes in foreign jurisdictions in which it
operates.
The Company accounts for income taxes in accordance with the asset and liability method. Under this method, deferred
tax assets and liabilities are recognized based on temporary differences between the financial reporting and income tax
bases of assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are
expected to be recovered or settled.
The asset and liability method requires a valuation allowance against net deferred tax assets if, based upon the available
evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In performing this
analysis, the Company considers future taxable income and ongoing prudent and feasible tax planning strategies to
assess realizability. Valuation allowances are reassessed periodically to determine whether it is more likely than not that
the tax benefits will be realized in the future and if any existing valuation allowance should be released.
The Company accounts for uncertain tax positions by prescribing a more-likely-than-not threshold for financial
statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company
assesses its income tax positions and recognizes an income tax benefit or expense within the provision for income taxes in
the consolidated income statements based upon management’s evaluation of the facts, circumstances, and information
available at the reporting date. The tax position is measured as the largest amount of benefit or expense that is greater
than 50% likely to be realized upon ultimate settlement with the taxing authority during examination. The Company
recognizes interest and penalties, if applicable, related to uncertain tax positions as income tax expense within other
(expense) income, net in the consolidated income statements. The Company recognizes liabilities related to uncertain tax
positions within accrued expenses, accrued income taxes, and other current liabilities, and other non-current liabilities in
the consolidated balance sheets, as applicable, depending on if the uncertainty is expected to be resolved within one year
or more.

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The Organisation for Economic Co-operation and Development introduced an international tax framework under Pillar
Two which includes a global minimum tax of 15%. The Company has performed an assessment of its potential exposure to
Pillar Two income taxes based on the Company’s most recent tax filings, country-by-country reporting, and financial
statements for the constituent entities within the Company. Based on the assessment performed, the Company qualifies
for the transitional safe harbor in all jurisdictions in which it operates. The Company does not expect a material exposure
to Pillar Two income taxes.
The Tax Cuts and Jobs Act of 2017 subjects a U.S. stockholder to tax on global intangible low-taxed income (“GILTI”)
earned by certain foreign subsidiaries. An entity can make an accounting policy election, per the FASB Staff Q&A, Topic
740, No. 5, Accounting for Global Intangible Low-Taxed Income, either to recognize deferred taxes for temporary basis
differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the
tax is incurred as a period expense only. The Company has elected to account for GILTI as a period cost in the year the tax
is incurred.
The Company applies a 1% excise tax imposed on certain stock repurchases by publicly traded U.S. corporations made
after December 31, 2022.
On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes significant tax
provisions, such as accelerated cost recovery of qualified property and immediate expensing of U.S.-based research and
development costs. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others
implemented through 2027. The impact of these changes will be recognized in the period in which the legislation was
enacted. The OBBBA includes a provision which allows for immediate expensing of domestic research and development
costs and accelerated amortization of previously capitalized domestic research and development costs. Based on the
Company’s evaluation, the Company has concluded that the OBBBA has not had a material impact on its income tax
provision, but did have a material impact on 2025 cash taxes and will have a material impact on 2026 cash taxes.
In December 2023 the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
(“ASU 2023-09”). ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax
disclosures. ASU 2023-09 addresses investor requests for enhanced income tax information primarily through changes to
the rate reconciliation and income taxes paid information. Early adoption is permitted. A public entity should apply ASU
2023-09 prospectively to all annual periods beginning after December 15, 2024. The Company prospectively adopted
ASU 2023-09 during the year ended December 31, 2025, which resulted in additional disclosures. ASU 2023-09 did not
have an impact on the Company’s financial position or results of operations.
The Company will continue to monitor the changes in tax laws and regulations to evaluate their potential impact on its
business.
Fair Value of Financial Instruments
The Company measures eligible assets and liabilities at fair value with changes in value recognized in earnings. Fair value
treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if
an event triggers a new basis of accounting.
During the years ended December 31, 2025 and 2024, the Company did not elect to remeasure any of its existing financial
assets and did not elect the fair value option for any financial assets transacted. As of December 31, 2025 and 2024, the
carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable,
accounts payable, and accrued expenses, approximated their fair values due to the short-term nature of these
instruments.

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ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a three-level valuation hierarchy for
instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and
the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use
in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable
inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing
the asset or liability and are developed based on the best information available in the circumstances.
ASC 820 identifies fair value as the exchange price or exit price, representing the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants based on the highest and best
use of the asset or liability. As such, fair value is a market-based measurement that should be determined based on
assumptions that market participants would use in pricing an asset or liability. The Company uses valuation techniques to
measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs
are prioritized as follows:
Level 1 — Quoted unadjusted prices for identical instruments in active markets.
Level 2 — Quoted prices for similar instruments in active markets, quoted prices for identical or similar
instruments in markets that are not active, and model-derived valuations in which all observable inputs and
significant value drivers are observable in active markets.
Level 3 — Model-derived valuations in which one or more significant inputs or significant value drivers are
unobservable, including assumptions developed by the Company.
The Company evaluates the estimated fair value of financial instruments using available market information. The use of
different market assumptions, estimation methodologies, or both could have a significant effect on the estimated fair
value amounts.
Debt
The Company may obtain access to capital via credit facilities. The amount of borrowings outstanding on credit facilities
are recognized within other current liabilities or other non-current liabilities in the consolidated balance sheets, depending
on the borrowing base. Costs for unutilized revolving commitments and interest for outstanding borrowings are
recognized as interest expense within other (expense) income, net in the consolidated income statements. Interest
payments are recognized within operating activities in the consolidated statements of cash flows, and repayments of
principle amounts are recognized within financing activities in the consolidated statements of cash flows.
Deferred Financing Costs
The Company capitalizes certain legal and other third-party fees that are directly associated with obtaining access to
capital via credit facilities. Deferred financing costs incurred in connection with obtaining access to capital are recognized
within other non-current assets in the consolidated balance sheets and within financing activities in the consolidated
statements of cash flows. These costs are amortized on a straight-line basis over the term of the applicable credit facility
and recognized as interest expense within other (expense) income, net in the consolidated income statements and as an
adjustment to consolidated net income in the consolidated statements of cash flows.

92
Foreign Currency Translation
The reporting currency of the Company is the U.S. dollar. The functional currency of the Company’s foreign subsidiaries is
the local currency of each subsidiary. All assets and liabilities in the balance sheets of entities whose functional currency is
a currency other than the U.S. dollar are translated into U.S. dollar equivalents at exchange rates as follows: (i) asset and
liability accounts at period-end rates; (ii) income statement accounts at weighted-average exchange rates for the period;
and (iii) stockholders’ equity accounts at historical exchange rates. The resulting translation adjustments are excluded
from consolidated net income and are recognized within accumulated other comprehensive income (loss) in the
consolidated balance sheets.
Foreign currency transaction gains and losses are included in consolidated net income for the period. The Company’s
foreign subsidiaries have intercompany transactions that are eliminated upon consolidation, and these transactions
expose the Company to foreign currency exchange rate fluctuations. Exchange rate fluctuations on short-term
intercompany transactions are recognized in other (expense) income, net in the consolidated income statements.
Exchange rate fluctuations on long-term intercompany transactions are recognized within accumulated other
comprehensive income (loss) in the consolidated balance sheets.
Revenue Recognition
The Company derives its revenue from (i) dealer subscription fees, (ii) advertising from auto manufacturers and other
brand advertisers, and (iii) partnerships with financing services companies.
ASC 606 outlines a comprehensive five-step revenue recognition model based on the principle that an entity should
recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core
principle, the Company applies the following five steps:
1)
Identify the contract with a customer
2)
Identify the performance obligations in the contract
3)
Determine the transaction price
4)
Allocate the transaction price to performance obligations in the contract
5)
Recognize revenue when or as the Company satisfies a performance obligation
Dealer Subscription Revenue - Description
The Company offers multiple types of Listings packages to its dealers for its CarGurus platform (availability varies on the
Company’s marketplaces): Restricted Listings, which is free; and various levels of Listings packages, each of which require
a paid subscription under a monthly, quarterly, semiannual, or annual subscription basis.
The Company’s dealer Listings subscription packages generally auto-renew on a monthly basis and are cancellable by
dealers with 30 days’ advance notice prior to the commencement of the applicable renewal term. Subscription pricing is
determined based on a dealer’s inventory size, region, and the Company’s assessment of the connections and return on
investment (“ROI”) the platform will provide them and is subject to discounts and/or fee reductions that the Company may
offer from time to time. The Company also offers all dealers on the platform access to its Dealer Dashboard, which
includes a performance summary, dealer insights features, and user review management platform. Only dealers
subscribing to a paid Listings package receive access to certain additional features.
The Company also offers dealers subscribing to certain of its Listings packages additional exposure and lead
enhancements, such as Audience Targeting. Through Audience Targeting, dealers can buy advertising that appears on
other sites on the internet and/or on high-converting social media platforms. Such advertisements can be targeted by the
user’s geography, search history, CarGurus website activity, and a number of other factors, allowing dealers to increase
their visibility with in-market consumers and drive qualified traffic for dealers.

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The Company also offers dealers subscribing to certain of its Listings packages other subscription products such as Digital
Deal, which allows shoppers to complete much of the vehicle-purchase process online through the Dealers’ Listings page
and gives dealers higher quality leads through upfront consumer-provided information.
The Company also offers dealers subscribing to certain of its Listings packages other subscription products such as Sell My
Car, which allows dealers to pay for leads to receive direct access to shoppers actively looking to sell their vehicles.
Dealers can acquire inventory from shoppers who are looking to sell directly through the CarGurus Sell My Car page.
Dealer Subscription Revenue - Revenue Recognition
For dealer subscription products the Company provides a single similar service each day for a period of time. Each time
increment (i.e., one day), rather than the underlying activities, is distinct and substantially the same and, therefore, the
performance obligation of the Company is to provide a series of daily activities over the contract term.
Total consideration for revenue is stated within the contracts. At the portfolio level, there is also variable consideration
that needs to be included in the transaction price. Variable consideration consists of sales allowances and concessions that
change the transaction price of the unsatisfied or partially unsatisfied performance obligation. There are no contractual
cash refund rights, but credits may be issued to a customer at the sole discretion of the Company. The Company
recognizes that there are times when there is a customer satisfaction issue or other circumstances that will lead to a
credit. Due to the known possibility of future credits, a monthly sales allowance review is performed to defer revenue at a
portfolio level for such future adjustments in the period of incurrence. The Company establishes sales allowances at the
time of revenue recognition based on its history of adjustments and credits provided to its customers. In assessing the
adequacy of the sales allowance, the Company evaluates its history of adjustments and credits made through the date of
the issuance of the consolidated financial statements. Sales allowances are recognized as a reduction to revenue in the
consolidated income statements. Dealer customers do not have the right to take possession of the Company’s software.
Performance obligations are satisfied over time as the customer simultaneously receives and consumes the benefit of the
service. Revenue is recognized ratably over the subscription period beginning on the date the Company starts providing
services to the customer under the contract. Revenue is presented net of any taxes collected from customers. Customers
are billed in advance on the first day of each calendar month with payment terms generally due upon receipt or 30 days
from the date invoiced. Billings are recognized as accounts receivable or short-term deferred revenue when payment is
received in advance of services being delivered to the customers.
Advertising Revenue - Description
The Company offers non-dealer advertising to auto manufacturers and other brand advertisers sold on a cost per
thousand impressions basis. An impression is an advertisement loaded on a web page. The Company also has advertising
sold on a cost-per-click basis. Pricing is primarily based on advertisement size and position on the Company’s websites
and mobile applications. Auto manufacturers and other brand advertisers can execute advertising campaigns that are
targeted across a wide variety of parameters, including demographic groups, behavioral characteristics, and, for
automotive campaigns, specific auto brands, categories such as Certified Pre-Owned, and segments such as hybrid
vehicles. The Company does not provide minimum impression guarantees or other types of minimum guarantees in its
contracts with customers. Advertising is also sold indirectly through revenue sharing arrangements with advertising
exchange partners.
Advertising Revenue - Revenue Recognition
For non-dealer advertising revenue from auto manufacturers and other brand advertisers, the performance obligation is
to publish the agreed upon campaign on the Company’s websites and load the related impressions.

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Advertising contracts state the transaction price within the agreement with payment generally being based on the
number of clicks or impressions delivered on the Company’s websites. Total consideration is based on output and deemed
variable consideration constrained by an agreed upon delivery schedule and is allocated to the period in which the service
was rendered. Additionally, there are generally no contractual cash refund rights. Certain contracts do contain the right
for credits in situations in which impressions are not displayed in compliance with contractual specifications. At an
individual contract level, the Company may give a credit for a customer satisfaction issue or other circumstance. Due to
the known possibility of future credits, a monthly review is performed to defer revenue at an individual contract level for
such future adjustments in the period of incurrence.
Performance obligations for Company-sold advertising revenue and partner-sold advertising revenue are satisfied over
time as impressions are delivered. Revenue is recognized based on the total number of impressions delivered within the
specified period. Revenue from advertising sold directly by the Company is recognized based on the gross amount
charged to the advertiser because the Company is the principal in the arrangement as it controls the ad placement and
timing of the campaign, establishes the selling price, and is directly responsible for the fulfillment of the contractual terms
including any remedy for issues with such fulfillment. Revenue from advertising sold by partners is recognized based on
the net amount of revenue received from the content partners because the Company is the agent in the arrangement as
the advertising partner is responsible for fulfillment, including the acceptability of the services delivered. In partner-sold
advertising arrangements, the advertising partner has a direct contractual relationship with the advertiser. There is no
contractual relationship between the Company and the advertiser for partner-sold transactions. Additionally, for
auction-based partner agreements, the Company has latitude in establishing the floor price, but the final price
established by the exchange server is at market rates. Revenue is presented net of any taxes collected from customers.
Customers are billed monthly in arrears with payment terms generally 30, 60, or 90 days from the date invoiced. Unbilled
accounts receivable generally relate to services rendered in the current period, but not invoiced until the subsequent
period.
Financing Revenue - Description
The Company also derives revenue from partnerships with certain financing services companies pursuant to which the
Company enables eligible consumers on the CarGurus U.S. website to pre-qualify for financing on cars from dealerships
that offer financing through such companies. The Company primarily generates revenue from these partnerships based
on the number of funded loans from consumers who pre-qualify with its lending partners through its site.
Financing Revenue - Revenue Recognition
For contracts related to the Company’s partnerships with financing services companies, revenue is estimated and
recognized on a ratable basis over the contractual term.

95
Contracts with Multiple Performance Obligations
The Company periodically enters into arrangements that include multiple dealer subscriptions. These contracts include
multiple promises that the Company evaluates to determine if the promises are separate performance obligations.
Performance obligations are identified based on services to be transferred to a customer that are distinct within the
context of the contractual terms. Once the performance obligations have been identified, the Company determines the
transaction price, which includes estimating the amount of variable consideration to be included in the transaction price, if
any. If required, the transaction price is allocated to each performance obligation in the contract based on a relative
standalone selling price method as the performance obligation is being satisfied. For the Company’s arrangements that
include multiple dealer subscriptions, the performance obligations were satisfied over a consistent period of time and,
therefore, the allocations did not impact the revenue recognized.
Costs to Obtain a Contract
Commissions paid to sales representatives and payroll taxes are considered costs to obtain a contract. Under ASC 606,
the costs to obtain a contract require capitalization and amortization of those costs over the period of benefit. Although
the guidance specifies the accounting for an individual contract with a customer, as a practical expedient, the Company
has opted to apply the guidance to a portfolio of contracts with similar characteristics. The Company has opted to apply
another practical expedient to immediately expense the incremental cost of obtaining a contract when the underlying
related asset would have been amortized over one year or less. As such, the Company applied this practical expedient to
advertising contracts as the term is one year or less and these contracts do not renew automatically. The practical
expedient is not applicable to subscription contracts as the period of benefit including renewals is anticipated to be
greater than one year. The assets are periodically assessed for impairment.
For subscription customers, the commissions paid on contracts with new customers, in addition to any commission amount
related to incremental sales, are capitalized and amortized over the estimated benefit period of the customer relationship
taking into account factors such as peer estimates of technology lives and customer lives as well as the Company’s own
historical data. Commissions paid that are not directly related to obtaining a new contract are expensed as incurred.
Additionally, the Company allocates employer payroll tax expense to the commission expense in proportion to the overall
payroll taxes paid during the respective period. As such, capitalized payroll taxes are amortized in the same manner as
the underlying capitalized commissions.
Deferred Revenue
Deferred revenue primarily consists of billings with an enforceable right to payment and payments in advance of revenue
recognition and is recognized as the revenue recognition criteria are met. The Company generally invoices its customers
monthly. Accordingly, the deferred revenue balances do not represent the total contract value of annual or multiyear
subscription agreements. Deferred revenue that is expected to be recognized during the succeeding 12-month period is
recognized as current deferred revenue and the remaining portion is recognized as noncurrent in the consolidated
balance sheets. All deferred revenue was recognized as current for all periods presented.
Cost of Revenue
Cost of revenue includes expenses related to supporting and hosting service offerings. These expenses include personnel
and related expenses for the Company’s customer support team, including salaries, benefits, incentive compensation, and
stock-based compensation; third-party service provider expenses such as advertising, data, and hosting expenses;
amortization of developed technology; amortization and impairment of capitalized website development; amortization of
capitalized hosting arrangements; and allocated overhead expenses. The Company allocates overhead expenses, such as
rent and facility expenses, software expense, and employee benefit expense, to all departments based on headcount. As
such, general overhead expenses are reflected in cost of revenue and each operating expense category.

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Stock-Based Compensation
For stock-based awards granted under the Company’s stock-based compensation plans, the fair value of each award is
determined on the date of grant.
For restricted stock units (“RSUs”) granted subject to service-based vesting conditions, the fair value is determined on the
date of grant using the closing price of the Company’s Class A common stock, par value $0.001 per share (the “Class A
common stock”), as reported on the Nasdaq Global Select Market. RSUs granted subject to service-based vesting
conditions generally vest over a four-year requisite service period.
For stock options granted, the fair value is determined on the date of grant using the Black-Scholes option-pricing model.
The determination of the fair value is affected by the Company’s stock price and a number of assumptions including
expected dividend yield, expected volatility, risk-free interest rate, and expected term. For expected volatility, the
Company uses a blended volatility to combine the historical volatility of trading with the volatility for a peer group of
companies as the Company does not have historical stock prices for a period that is at least equal to the expected term.
Stock options granted generally have a term of ten years from the date of grant and generally vest over a four-year
requisite service period. There were no stock options granted during the years ended December 31, 2025, 2024, or 2023.
The Company issues shares of Class A common stock upon the vesting of RSUs and the exercise of stock options out of its
shares available for issuance.
The Company accounts for forfeitures when they occur.
The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period,
with the amount of compensation expense recognized at any date at least equaling the portion of the grant-date fair
value of the award that is vested at that date.
The tax effect of differences between tax deductions related to stock compensation and financial statement
compensation expense are recognized as an income tax benefit or expense within the provision for income taxes in the
consolidated income statements. The permanent differences, including excess tax benefits and expenses, are recognized
within accrued expenses, accrued income taxes, and other current liabilities in the consolidated balance sheets and
classified as an operating activity in the consolidated statements of cash flows. The temporary differences are recognized
within deferred tax assets in the consolidated balance sheets and classified as deferred taxes in the consolidated
statements of cash flows.
Common Stock Share Repurchases
Repurchases of the Company’s Class A common stock that are retired are recognized as a reduction to common stock at
par value and the remainder is recognized as a reduction to additional paid-in capital in the consolidated balance sheets.
If additional paid-in capital is reduced to zero, repurchases of the Class A common stock in excess of the par value are
recognized as a reduction to retained earnings in the consolidated balance sheets.
If there is a difference between the trade date and the settlement date for shares repurchased as of period end, a liability
is recognized within accrued expenses, accrued income taxes, and other current liabilities in the consolidated balance
sheets.
The Company is required to pay a 1% excise tax on certain stock repurchases The excise tax is considered a direct and
incremental cost of the share repurchase and is recognized as a reduction to additional paid-in capital in the consolidated
balance sheets. Other direct and incremental costs, such as commissions and legal expenses, are recognized as a
reduction to additional paid-in capital in the consolidated balance sheets.

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Advertising Costs
Advertising costs are expensed as incurred and recognized within sales and marketing expense in the consolidated income
statements. For the years ended December 31, 2025, 2024, and 2023, advertising expense was $183.0 million, $160.7
million, and $138.8 million, respectively.
Comprehensive Income
Comprehensive income is defined as the change in stockholders’ equity of a business enterprise during a period from
transactions and other events and circumstances from non-owner sources. Comprehensive income consists of
consolidated net income and other comprehensive income, which includes certain changes in equity that are excluded
from consolidated net income, such as foreign currency translation adjustments. Accumulated other comprehensive
income (loss) is presented separately in the consolidated balance sheets.
Recent Accounting Pronouncements Not Yet Adopted
From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies and
adopted by the Company on or prior to the specified effective date. Unless otherwise disclosed below, the Company
believes that the impact of recently issued standards that are not yet effective will not have a material impact on its
financial position or results of operations upon adoption. As of December 31, 2025, there are no new accounting
pronouncements that the Company is considering adopting, other than those described below.
In September 2025 the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-
40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which clarifies and
modernizes the guidance to reflect the evolution of software development from a sequential to an agile development
method. ASU 2025-06 removes all references to project development stages to reflect this change in software
development and requires capitalization of software costs to begin when management has authorized and committed to
funding the project and it is probable the project will be completed and used to perform the intended function. ASU 2025-
06 does not change what internal-use software costs can be capitalized or when such capitalization ceases. ASU 2025-06
is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those
annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. ASU 2025-06
may be adopted either prospectively, using a modified transition approach, or retrospectively. The Company is currently
evaluating the impact of ASU 2025-06 on its future consolidated financial statements and related disclosures.
In November 2024 the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU
2024-03 is intended to provide more detailed expense information and requires additional disaggregated disclosures in
the notes to the financial statements for categories of expenses that are included on the face of the income statement.
ASU 2024-03 is effective for the fiscal years beginning after December 15, 2026, and interim periods within fiscal years
beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 may be applied either prospectively to
financial statements issued for periods after the effective date of ASU 2024-03 or retrospectively to all prior periods
presented in the consolidated financial statements. The Company is currently evaluating the impact of ASU 2024-03 on
its future consolidated financial statements and related disclosures.
3. Discontinued Operations
On August 6, 2025, the Board determined, after considering all reasonably available options and a broader strategic
reassessment, that it is in the best interests of its stockholders to wind down CarOffer, including the CarOffer
Transactions Business. Following the broader strategic reassessment, the Company concluded that the CarOffer
Transactions Business has proven less effective in today’s more volatile and unpredictable pricing environment, where
dealers require more flexibility and broader automation to streamline fulfillment than the model could provide.

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The wind-down of CarOffer was completed and the business was considered abandoned for accounting purposes as of
December 31, 2025. The Company has presented the financial results of CarOffer as discontinued operations in the
consolidated financial statements for all periods presented, except for the consolidated statements of comprehensive
income, the consolidated statements of redeemable noncontrolling interest and stockholders’ equity, and the
consolidated statements of cash flows. These statements have not been separately reclassified and discontinued
operations are included within each for all periods presented.
The assets, liabilities, and results of operations of CarOffer, excluding certain assets that have been repurposed for
corporate use, have been presented as discontinued operations for all periods presented in the consolidated balance
sheets and income statements in accordance with ASC 205-20, Discontinued Operations, as the disposition represents a
strategic shift that has a major effect on the Company’s operations and financial results. No assets or liabilities were
classified as discontinued operations as of December 31, 2025. CarOffer’s operations were previously reported within the
Digital Wholesale segment.
As of December 31, 2024, major classes of assets and liabilities of discontinued operations included in the consolidated
balance sheet were as follows:
As of December 31,
2024
(dollars in thousands)
Assets
Current assets
Accounts receivable, net of allowance for doubtful accounts of $92
$
5,964
Inventory
338
Prepaid expenses, prepaid income taxes and other current assets
1,621
Total current assets of discontinued operations
7,923
Property and equipment, net
5,617
Intangible assets, net
7,750
Goodwill
19,568
Other non-current assets
276
Total assets of discontinued operations
$
41,134
Liabilities
Current liabilities
Accounts payable
$
4,589
Accrued expenses, accrued income taxes and other current liabilities
3,751
Deferred revenue
145
Total current liabilities of discontinued operations
8,485
Other non–current liabilities
36
Total liabilities of discontinued operations
$
8,521

99
For the years ended December 31, 2025, 2024, and 2023, major classes of discontinued operations included in the
consolidated income statements were as follows:
Year Ended December 31,
2025
2024
2023
(dollars in thousands)
Revenue
$
32,069
$
96,340
$
215,821
Cost of revenue
34,136
85,092
200,978
Gross (loss) profit
(2,067)
11,248
14,843
Operating expenses
Sales and marketing
8,000
14,810
26,241
Product, technology, and development
5,258
5,418
9,413
General and administrative
7,719
8,844
57,798
Impairment
29,134
122,744
—
Depreciation and amortization
1,769
3,167
9,093
Total operating expenses
51,880
154,983
102,545
Loss from discontinued operations
(53,947)
(143,735)
(87,702)
Total other income, net
10
6
260
Loss from discontinued operations before income taxes
(53,937)
(143,729)
(87,442)
Benefit from income taxes
(13,098)
(35,964)
(17,060)
Net loss from discontinued operations
(40,839)
(107,765)
(70,382)
Net loss from discontinued operations attributable to
redeemable noncontrolling interest
—
—
(14,889)
Net loss from discontinued operations attributable to
CarGurus, Inc.
$
(40,839)
$
(107,765)
$
(55,493)
Deemed dividend on redemption of noncontrolling interest
—
—
5,838
Net loss from discontinued operations attributable to
common stockholders
$
(40,839)
$
(107,765)
$
(61,331)
Net loss from discontinued operations per share
Basic
$
(0.41)
$
(1.03)
$
(0.54)
Diluted(1)
$
(0.41)
$
(1.01)
$
(0.62)
Weighted-average number of shares of common stock used
in computing net loss per share attributable to common
stockholders
Basic
98,837,997
104,535,572
113,240,139
Diluted
100,410,297
106,263,886
114,188,834
(1)
Diluted earnings per share from discontinued operations is calculated using the net income from continuing operations to determine the
denominator, in accordance with applicable guidance.

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The Company has elected to present its consolidated statement of cash flows on a consolidated basis, inclusive of
discontinued operations activity in the table below. For the years ended December 31, 2025, 2024, and 2023, the following
table presents significant non-cash items and capital expenditures of the discontinued operations for the periods
presented:
As of December 31,
2025
2024
2023
(dollars in thousands)
Depreciation and amortization
$
3,059
$
7,761
$
34,802
Capitalized expenditures
$
(1,822)
$
(2,798)
$
(3,570)
Impairments(1)
$
32,053
$
122,924
$
175
Stock–based compensation expense
$
1,686
$
3,022
$
2,329
Other noncash income, net
$
—
$
(4,323)
$
—
(1)
During the year ended December 31, 2025, the Company recognized impairments related to CarOffer of $0.3 million, $0.8 million, $4.8
million, $6.6 million, and $19.6 million for capitalized hosting arrangements, capitalized internal-use software, capitalized website
development costs, intangible assets, and goodwill, respectively. During the year ended December 31, 2024, the Company recognized
impairments related to CarOffer of $7.6 million and $115.2 million for intangible assets and goodwill, respectively.
As a result of the wind-down, the Company incurred total expenditures of $13.3 million, of which all cash expenditures
have been paid. Of this amount, the Company incurred and paid $5.4 million of one-time restructuring costs, including
severance and other employee-related costs and contract termination charges, attributable to discontinued operations.
4. Revenue Recognition
The Company provides disaggregation of revenue by geographic region. Revenue by geographic region is disaggregated
by (i) U.S. and (ii) International regions as disclosed in Note 14 of these consolidated financial statements. The Company
believes these categories best depict how the nature, amount, timing, and uncertainty of revenue and cash flows are
affected by economic factors.
ASC 606 requires that the Company disclose the aggregate amount of transaction price that is allocated to performance
obligations that have not yet been satisfied as of the relevant year end.
For contracts with an original expected duration greater than one year, the aggregate amount of the transaction price
allocated to the performance obligations that were unsatisfied as of December 31, 2025, was approximately $77.3 million,
the majority of which the Company expects to recognize over the next 12 months.
For contracts with an original expected duration of one year or less, the Company has applied the practical expedient
available under ASC 606 to not disclose the amount of transaction price allocated to unsatisfied performance obligations
as of December 31, 2025. For performance obligations not satisfied as of December 31, 2025, and to which this expedient
applies, the nature of the performance obligations, the variable consideration, and any consideration from contracts with
customers not included in the transaction price is consistent with performance obligations satisfied as of December 31,
2025.
As of December 31, 2025 and 2024, assets associated with costs to obtain a contract were $28.8 million and $25.7 million,
respectively. For the years ended December 31, 2025, 2024, and 2023, amortization expense associated with costs to
obtain a contract was $16.4 million, $14.0 million, and $11.8 million, respectively.
For the years ended December 31, 2025, 2024, and 2023, revenue recognized from amounts included in deferred revenue
at the beginning of the period was $21.5 million, $21.1 million, and $11.7 million, respectively.

101
5. Fair Value of Financial Instruments
As of December 31, 2025 and 2024, assets measured at fair value on a recurring basis consisted of the following:
As of December 31, 2025
Quoted Price
s
in Active
Markets
for Identical
Assets
(Level 1 Inputs
)
Significant
Other
Observable
Inputs
(Level 2 Input
s)
Significant
Unobservable
Inputs
(Level 3 Input
s)
Total
(dollars in thousands)
Cash equivalents
Money market funds
$
85,793
$
—
$
—
$
85,793
Total
$
85,793
$
—
$
—
$
85,793
As of December 31, 2024
Quoted Price
s
in Active
Markets
for Identical
Assets
(Level 1 Inputs
)
Significant
Other
Observable
Inputs
(Level 2 Input
s)
Significant
Unobservable
Inputs
(Level 3 Input
s)
Total
(dollars in thousands)
Cash equivalents
Money market funds
$
165,074
$
—
$
—
$
165,074
Total
$
165,074
$
—
$
—
$
165,074
For the years ended December 31, 2025, 2024, and 2023, dividend income recognized within interest income in the
consolidated income statements was none, immaterial, and $3.1 million, respectively.
For the years ended December 31, 2025, 2024, and 2023, unrealized and realized gains or losses on investments were
none or immaterial.
6. Property and Equipment, Net
As of December 31, 2025 and 2024, property and equipment, net consisted of the following:
As of December 31,
2025
2024
(dollars in thousands)
Capitalized equipment
$
7,445
$
7,121
Capitalized internal-use software
22,701
17,062
Capitalized website development
66,355
39,957
Furniture and fixtures
10,294
13,926
Leasehold improvements
86,127
95,690
Finance lease right-of-use assets
—
155
192,922
173,911
Less accumulated depreciation and amortization
(59,970)
(49,518)
Total
$
132,952
$
124,393

102
For the years ended December 31, 2025, 2024, and 2023, depreciation and amortization expense, excluding amortization
of intangible assets, amortization of capitalized hosting arrangements, disposals, and impairments, was $24.3 million,
$16.7 million, and $12.7 million, respectively.
7. Intangible Assets and Goodwill
Intangible Assets
As of December 31, 2025 and 2024, intangible assets, exclusive of assets that have been retired, consisted of the
following:
As of December 31, 2025
Weighted
Average
Remaining
Useful Life
(years)
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
(dollars in thousands)
Brand
3.5
$
9,176
$
(5,923) $
3,253
Total
$
9,176
$
(5,923) $
3,253
As of December 31, 2024
Weighted
Average
Remaining
Useful Life
(years)
Gross
Carrying
Amount
Accumulated
Amortization
Net Carrying
Amount
(dollars in thousands)
Brand
4.4
$
8,983
$
(4,966) $
4,017
Customer relationships
—
1,870
(1,870)
—
Developed technology
—
1,565
(1,565)
—
Total
$
12,418
$
(8,401) $
4,017
For the years ended December 31, 2025, 2024, and 2023, amortization of intangible assets was $0.9 million, $0.9 million,
and $1.0 million, respectively.
As of December 31, 2025, estimated amortization expense of intangible assets for future periods was as follows:
Year Ending December 31,
Amortization
Expense
(dollars in thousands)
2026
$
959
2027
959
2028
959
2029
368
2030
8
Thereafter
—
Total
$
3,253

103
Goodwill
As of December 31, 2025, changes in the carrying value of goodwill were as follows:
Total
(dollars in thousands)
Balance as of December 31, 2024
$
26,599
Foreign currency translation adjustment
1,798
Balance as of December 31, 2025
$
28,397
The Company performed a qualitative assessment of its goodwill for impairment as of October 1, 2025, and did not
identify any impairment. The Company did not identify any indicators of impairment as of December 31, 2025.
8. Accrued Expenses, Accrued Income Taxes, and Other Current Liabilities
As of December 31, 2025 and 2024, accrued expenses, accrued income taxes, and other current liabilities consisted of the
following:
As of December 31,
2025
2024
(dollars in thousands)
Accrued bonus
$
13,751
$
16,310
Accrued commissions
5,749
4,685
Other accrued expenses, accrued income taxes, and other current
liabilities
18,893
11,229
Total
$
38,393
$
32,224
9. Debt
As of December 31, 2025 and 2024, the Company had no long-term debt outstanding.
Revolving Credit Facility
On September 26, 2022, the Company entered into a Credit Agreement with PNC Bank, National Association, as
administrative agent and collateral agent and an L/C Issuer (as defined in the Credit Agreement), and the other lenders,
L/C Issuers, and parties thereto from time to time (the “Credit Agreement”). The Credit Agreement consists of a revolving
credit facility (the “2022 Revolver”), which allows the Company to borrow up to $400.0 million, $50.0 million of which
may be comprised of a letter of credit sub-facility (the “2022 Revolver Sub-facility”). The borrowing capacity under the
Credit Agreement may be increased in accordance with the terms and subject to the adjustments as set forth in the Credit
Agreement. Specifically, the borrowing capacity may be increased by an amount up to the greater of $250.0 million or
100% of Four Quarter Consolidated EBITDA (as defined in the Credit Agreement) if certain criteria are met and subject to
certain restrictions. Any such increase requires lender approval. Proceeds of any borrowings may be used for general
corporate purposes. The 2022 Revolver is scheduled to mature on September 26, 2027.
The applicable interest rate is, at the Company’s option, based on a number of different benchmark rates and applicable
spreads, based on the ratio of the outstanding principal amount of the Company’s secured indebtedness to the trailing
four quarters of consolidated EBITDA (as determined under the Credit Agreement, the “Consolidated Secured Net
Leverage Ratio”). The Credit Agreement also requires the Company to pay a commitment fee to the lenders with respect
of the unutilized revolving commitments at a rate ranging from 0.125% to 0.175% per annum based on the Consolidated
Secured Net Leverage Ratio, as determined on a quarterly basis.

104
The 2022 Revolver is secured by a first priority lien on substantially all tangible and intangible property of the Company,
as well as any future guarantors, and pledges of the equity of certain wholly-owned subsidiaries, in each case subject to
certain exceptions, limitations, and exclusions from the collateral. The Credit Agreement includes customary events of
default and requires the Company to comply with customary affirmative and negative covenants, including a financial
covenant requiring that the Company not exceed certain Consolidated Secured Net Leverage Ratio ranges at the end of
each fiscal quarter. The Company was in compliance with all covenants as of December 31, 2025.
As of December 31, 2025, there were no borrowings and $9.4 million in letters of credit outstanding under the 2022
Revolver Sub-facility associated with the Company’s leases, which reduced the borrowing capacity under the 2022
Revolver to $390.6 million. During the year ended December 31, 2025, there were $0.5 million in letters of credit
outstanding under the 2022 Revolver Sub-facility related to the Company’s previous Cambridge lease, which has expired.
As of December 31, 2024, there were no borrowings and $9.9 million in letters of credit outstanding under the 2022
Revolver Sub-facility associated with the Company’s leases, which reduced the borrowing capacity under the 2022
Revolver to $390.1 million.
As of December 31, 2025 and 2024, deferred financing costs were $0.9 million and $1.4 million, respectively, recognized
within other non-current assets in the consolidated balance sheets.
For the years ended December 31, 2025, 2024, and 2023, amortization expense associated with deferred financing costs
was immaterial.
For the years ended December 31, 2025, 2024, and 2023, commitment fees under the 2022 Revolver were immaterial.
10. Commitments and Contingencies
Contractual Obligations and Commitments
As of December 31, 2025, all of the Company’s property and equipment and capitalized hosting arrangements have been
purchased with cash with the exception of unpaid amounts as disclosed in the consolidated statements of cash flows.
Leases
The Company’s material lease obligations consist of various leases for office space in: Boston, Massachusetts; Cambridge,
Massachusetts; and Addison, Texas.
The Company has non-cancellable lease terms through 2039 for its various commenced operating leases, certain of
which include the option to extend the lease term up to two additional periods of five years. These options are not
recognized within the right-of-use asset and lease liability. Additionally, certain leases provide for annual rent increases
through the terms of the leases, leasehold improvement incentives, and variable payments related to operating expenses,
taxes, utilities, insurance, and maintenance expenses. Certain leases also contain non-lease components in the contract.
Non-lease components relate to operating expenses, parking, utilities, and maintenance expenses.
The Company had non-cancellable lease terms through 2025 for its various operating subleases for which the Company
acted as the lessor. Additionally, certain subleases provided for annual rent increases through the terms of the leases and
variable payments related to operating expenses, taxes, parking, and utilities. Certain subleases also contained both lease
and non-lease components in the contract. Non-lease components related to operating expenses, parking, utilities, and
maintenance expenses. As of December 31, 2025, the lease terms for the Company’s subleases expired.
Addison, Texas Lease Impairment
For the years ended December 31, 2025 and 2024, the Company performed interim impairment tests at the CarOffer
reporting unit and recognized non-cash impairment charges of $0.5 million and $4.7 million, respectively, related to right-
of-use assets.

105
Following the completion of the wind-down of CarOffer, the Company is holding the Addison lease right-of-use assets as
corporate assets and as a result, the lease costs and impairments related to these right-of-use assets are presented in
continuing operations for the years ended December 31, 2025, 2024, and 2023.
Lease Expenses
For the years ended December 31, 2025, 2024, and 2023, the Company recognized operating lease costs of $19.2 million,
$26.6 million, and $31.0 million, respectively. For the years ended December 31, 2025 and 2024, the Company recognized
variable lease payments of $9.1 million and $6.7 million, respectively. For the year ended December 31, 2023, variable
lease payments were immaterial. Finance lease costs were immaterial for all periods.
For the years ended December 31, 2025, 2024, and 2023, the Company recognized $1.2 million, $2.0 million, and $1.6
million, respectively, of sublease income.
As of December 31, 2025 and 2024, the weighted average remaining lease term was 12.0 years and 12.8 years,
respectively, and the weighted average discount rate was 6.2% and 6.2%, respectively. As the Company’s leases do not
provide an implicit rate, the Company uses an estimated incremental borrowing rate based on the information available
at lease commencement in determining the present value of lease payments. The Company estimated the incremental
borrowing rate based on the rate of interest the Company would have to pay to borrow a similar amount on a
collateralized basis over a similar term. The Company has no historical debt transactions and a collateralized rate is
estimated based on a group of peer companies. The Company used the incremental borrowing rate on January 1, 2019,
for leases that commenced prior to that date.
Lease Commitments
As of December 31, 2025, future minimum lease payments for all leases were as follows:
Year Ending December 31,
Operating
Lease
Commitments
(dollars in thousands)
2026
$
21,031
2027
23,214
2028
23,488
2029
23,586
2030
21,231
Thereafter
163,094
Total lease payments
275,644
Less imputed interest
(84,811)
Total
$
190,833
The table above does not include options to extend lease terms that are not reasonably certain of being exercised or
leases signed but not yet commenced as of December 31, 2025. As of December 31, 2025, there were no leases signed but
not commenced.
As of December 31, 2025, there are no future minimum sublease income payments after the year ending December 31,
2025, as the subleases expired during the year ended December 31, 2025.
Letters of Credit
As of December 31, 2025 and 2024, $9.4 million and $9.9 million, respectively, in letters of credit associated with the
Company’s leases were included under the 2022 Revolver Sub-facility.

106
Restricted Cash
As of December 31, 2025, there was no restricted cash. As of December 31, 2024, restricted cash was $2.0 million and
related to pass-through payments from dealers. As of December 31, 2024, all restricted cash was classified as a current
asset, as disclosed in the consolidated balance sheets.
Tax Contingencies
The Company is subject to taxation in the U.S. and certain other jurisdictions in which it operates, which could include
corporate income tax, sales and use tax, value added tax, excise tax, gross receipts tax, and property tax. State, local,
and foreign jurisdictions have differing rules and regulations governing corporate income, sales, use, value added, and
other taxes. These rules and regulations are complex and subject to varying interpretations that may change over time
due to new court interpretations and newly enacted rules and regulations. As a result, the Company could face the
possibility of tax assessments and audits, and its liability for these taxes and associated penalties could exceed its original
estimates, which could be material.
Legal Matters
From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary
course of its business. The Company recognizes a liability when it believes that it is both probable that a liability has been
incurred and the amount of loss can be reasonably estimated. Judgment is required to determine both the probability of
having incurred a liability and the estimated amount of the liability. The Company is not presently subject to any pending
or threatened litigation that it believes, if determined adversely to the Company, individually or taken together, would
reasonably be expected to have a material adverse effect on its business or financial results. However, litigation is
inherently unpredictable and the future outcome of legal proceedings and other contingencies may be unexpected or
differ from the Company’s estimated liabilities, which could have a material adverse effect on the Company’s future
financial results.
11. Stock-based Compensation
CarGurus, Inc. 2017 Equity Incentive Plan
In October 2017 the Board adopted, and the Company’s stockholders approved, the Company’s Omnibus Incentive
Compensation Plan (the “2017 Plan”) for the purpose of granting incentive stock options, non-qualified stock options,
stock awards, stock units, other share-based awards, and cash awards to employees, advisors, and consultants to the
Company and its subsidiaries and non-employee members of the Board. The 2017 Plan authorizes the issuance or transfer
of the sum of: (i) 7,800,000 shares of Class A common stock, plus (ii) the number of shares of Class A common stock (up to
4,500,000 shares) equal to the sum of (x) the number of shares of Class A common stock and Class B common stock of
the Company subject to outstanding awards under the Company’s 2015 Equity Incentive Plan, as amended (the “2015
Plan”), as of October 10, 2017, that terminate, expire, or are canceled, forfeited, exchanged, or surrendered on or after
October 10, 2017, without having been exercised, vested, or paid prior to October 10, 2017, including shares tendered or
withheld to satisfy tax withholding obligations with respect to outstanding grants under the 2015 Plan, plus (y) the number
of shares of Class A common stock reserved for issuance under the 2015 Plan that remained available for grant under the
2015 Plan as of October 10, 2017. The aggregate number of shares of Class A common stock that may be issued or
transferred under the 2017 Plan pursuant to incentive stock options will not exceed 12,300,000 shares of Class A common
stock. Any shares withheld to satisfy tax withholding obligations return to the authorized, but unissued, pool under the
2017 Plan and can be reissued by the Company. In conjunction with the adoption of the 2017 Plan, options and RSUs that
were outstanding at that time under the 2015 Plan remained outstanding but no additional grants may be made from the
2015 Plan.

107
Unless determined otherwise by the Compensation Committee of the Board, as of the first trading day of January of each
calendar year during the term of the 2017 Plan (excluding any extensions), beginning with calendar year 2019, an
additional number of shares of Class A common stock will be added to the number of shares of Class A common stock
authorized to be issued or transferred under the 2017 Plan and the number of shares authorized to be issued or
transferred pursuant to incentive stock options, equal to 4% of the total number of shares of Class A common stock
outstanding on the last trading day in December of the immediately preceding calendar year, or 6,000,000 shares,
whichever is less, or such lesser amount as determined by the Board (the “Evergreen Increase”). The Compensation
Committee of the Board determined to not effectuate the Evergreen Increase that was otherwise scheduled to have
occurred on each of January 2, 2019, January 2, 2020, January 4, 2021, January 2, 2025, and January 2, 2026. On
January 3, 2022, January 3, 2023, and January 2, 2024, an additional 4,070,921, 4,065,466, and 3,687,010 shares of
Class A Common Stock, respectively, was authorized to be issued or transferred under the 2017 Plan pursuant to the
Evergreen Increase.
As of December 31, 2025, 7,955,891 shares of Class A common stock were available for issuance under the 2017 Plan.
CarGurus, Inc. 2015 Equity Incentive Plan
The 2015 Plan provided for the issuance of stock-based incentives to employees, consultants, and non-employee
directors. The 2015 Plan authorized the issuance of up to an aggregate of (i) 3,181,740 shares of Class A common stock
and (ii) 5,161,644 shares of Class B common stock. The Company has not made any awards pursuant to the 2015 Plan since
the Company’s stockholders approved the 2017 Plan.
Stock Options
During the year ended December 31, 2025, stock option activity was follows:
Common
Stock
Weighted-
Average
Exercise Price
for Equity
Weighted-
Average
Remaining
Contractual
Life
(In Years)
Aggregate
Intrinsic
Value(1)
(dollars in
thousands)
Outstanding, December 31, 2024
397,049
$
33.85
5.9
$
1,123
Granted
—
—
Exercised
(28,241)
16.78
486
Forfeited or Expired
—
—
Outstanding, December 31, 2025
368,808
$
35.16
5.2
$
1,177
Exercisable as of December 31, 2025
366,915
$
35.16
5.1
$
1,171
(1)
As of December 31, 2025 and 2024, the aggregate intrinsic value was calculated based on the positive difference, if any, between the
estimated fair value of common stock on December 31, 2025 and 2024, respectively, or the date of exercise, as appropriate, and the
exercise price of the underlying options.
During the years ended December 31, 2024 and 2023, there were no options granted.
During the years ended December 31, 2024 and 2023, the aggregate intrinsic value for options exercised was $5.9 million
and $0.2 million, respectively.
As of December 31, 2025, there was immaterial unrecognized stock-based compensation expense related to unvested
stock options that is expected to be recognized over a weighted-average period of 0.1 years.

108
Restricted Stock Units
During the year ended December 31, 2025, RSU activity was follows:
Number of
Shares
Weighted-
Average Grant
Date Fair Value
Aggregate
Intrinsic
Value
(dollars in
thousands)
Unvested outstanding, December 31, 2024
5,236,178
$
22.42
$
191,877
Granted
2,249,203
31.57
Vested
(2,534,302)
24.15
Forfeited
(729,347)
23.05
Unvested outstanding, December 31, 2025
4,221,732
$
26.14
$
161,903
During the years ended December 31, 2024 and 2023, the weighted-average grant-date fair value of RSUs granted was
$23.98 and $17.47 per share, respectively.
During the years ended December 31, 2024 and 2023, RSUs that vested and settled totaled 2,793,920 and 2,440,510,
respectively.
During both the years ended December 31, 2024 and 2023, the total fair value of RSUs vested was $65.5 million.
As of December 31, 2025, there was $97.3 million of unrecognized stock-based compensation expense related to unvested
RSUs that is expected to be recognized over a weighted-average period of 2.6 years.
Stock-based Compensation Expense
For the years ended December 31, 2025, 2024, and 2023, stock-based compensation expense by award type was as
follows:
Year Ended December 31,
2025
2024
2023
(dollars in thousands)
Options
$
259
$
2,258
$
2,386
Restricted stock units
48,494
56,992
53,198
Total stock-based compensation expense from continuing
operations
48,753
59,250
55,584
Total stock-based compensation expense from discontinued
operations
1,686
3,242
57,872
Total
$
50,439
$
62,492
$
113,456

109
For the years ended December 31, 2025, 2024, and 2023, stock-based compensation expense by where the stock-based
compensation expense was recognized in the Company’s consolidated income statements was as follows:
Year Ended December 31,
2025
2024
2023
(dollars in thousands)
Cost of revenue
$
277
$
255
$
310
Sales and marketing expense
10,863
11,371
10,733
Product, technology, and development expense
21,463
23,599
22,777
General and administrative expense
16,150
24,025
21,764
Total stock-based compensation expense from continuing
operations
48,753
59,250
55,584
Total stock-based compensation expense from discontinued
operations
1,686
3,242
57,872
Total
$
50,439
$
62,492
$
113,456
For the years ended December 31, 2025, 2024, and 2023, consolidated stock-based compensation expense excluded $6.7
million, $6.5 million, and $5.5 million, respectively, of capitalized website development costs, capitalized internal-use
software costs, and capitalized hosting arrangements. For the years ended December 31, 2025, 2024, and 2023, stock-
based compensation expense from continuing operations excluded $6.5 million, $6.2 million, and $5.4 million, respectively,
of capitalized website development costs, capitalized internal-use software costs, and capitalized hosting arrangements.
For the year ended December 31, 2025, the income tax benefit related to consolidated stock-based compensation was
$3.5 million, partially recognized in the provision for income taxes and partially in net loss from discontinued operations,
net of tax benefits on the consolidated income statements. For the years ended December 31, 2024 and 2023, the income
tax expense related to consolidated stock-based compensation was $1.1 million and $5.5 million, respectively, partially
recognized in the provision for income taxes and partially in net loss from discontinued operations, net of tax benefits on
the consolidated income statements.
For the year ended December 31, 2025, the income tax benefit related to stock-based compensation from continuing
operations was $3.5 million, recognized in the provision for income taxes on the consolidated income statements. For the
years ended December 31, 2024 and 2023, the income tax expense related to stock-based compensation from continuing
operations was $0.9 million and $5.6 million, respectively, recognized in the provision for income taxes on the
consolidated income statements.
2023 CarOffer Transaction
In connection with the 2023 CarOffer Transaction, the Company redeemed all remaining holders of noncontrolling
interests (“Noncontrolling Interest Units”), certain of which were employee owned. For the year ended December 31, 2023,
the Company paid $29.0 million for the Noncontrolling Interest Units that were employee owned and accounted for this
portion of the 2023 CarOffer Transaction as stock-based compensation in its income statements from discontinued
operations. For all other Noncontrolling Interest Units, the Company reduced the remaining redeemable noncontrolling
interest to zero and recorded excess cash paid to these unit holders as a deemed dividend of $5.8 million for the year
ended December 31, 2023.
As part of the 2023 CarOffer Transaction, all unvested incentive units of CarOffer (“CO Incentive Units”) and unvested
Class CO CarOffer units (the “Subject Units”) were modified such that any remaining unvested units received accelerated
vesting. The Company purchased all outstanding CO Incentive and Subject Units and recognized approximately $20.7
million of stock-based compensation in its income statements from discontinued operations for the year ended December
31, 2023.

110
Common Stock Reserved for Future Issuance
As of December 31, 2025, the Company had reserved the following shares of Class A common stock for future issuance:
Common stock options outstanding
368,808
Unvested restricted stock units outstanding
4,221,732
Shares available for issuance under the 2017 Plan
7,955,891
Total shares of authorized common stock reserved for future issuance
12,546,431
Common Stock Share Repurchase Programs
In November 2024 the Company announced that the Board authorized a program to purchase up to $200.0 million of its
Class A common stock (the “Original 2025 Share Repurchase Program”). In August 2025 the Company announced that
the Board amended the Original 2025 Share Repurchase Program to increase the authorization by an additional $150.0
million, for a total authorization to purchase up to $350.0 million of its Class A common stock, and extended the expiration
of the Original 2025 Share Repurchase Program from December 31, 2025 to July 31, 2026 (as amended, the “2025 Share
Repurchase Program”). The 2025 Share Repurchase Program was completed in November 2025. All repurchased shares
under the 2025 Share Repurchase Program were retired. The Company funded share repurchases under the 2025 Share
Repurchase Program through cash on hand and cash generated from operations.
In November 2023 the Company announced that the Board authorized a program to purchase up to $250.0 million of its
Class A common stock, which expired on December 31, 2024 (the “2024 Share Repurchase Program”).
In December 2022 the Company announced that the Board authorized a program to purchase up to $250.0 million of its
Class A common stock, which expired on December 31, 2023 (the “2022 Share Repurchase Program”).
During the year ended December 31, 2025, the Company repurchased and retired 10,723,839 shares for $350.0 million,
exclusive of commissions and excise tax, at an average cost of $32.65 per share, under the 2025 Share Repurchase
Program.
During the year ended December 31, 2024, the Company repurchased and retired 6,357,302 shares for $146.1 million,
exclusive of commissions and excise tax, at an average cost of $22.98 per share, under the 2024 Share Repurchase
Program.
During the year ended December 31, 2023, the Company repurchased and retired 11,076,755 shares for $204.1 million,
exclusive of commissions and excise tax, at an average cost of $18.43 per share, under the 2022 Share Repurchase
Program.
12. Earnings Per Share
The Company has two classes of common stock authorized: Class A common stock and Class B common stock. The rights
of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each
share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten
votes per share. Each share of Class B common stock is convertible into one share of Class A common stock at the option
of the holder at any time or automatically upon certain events described in the Company’s fourth amended and restated
certificate of incorporation, including upon either the death or voluntary termination of the Company’s Executive Chair.
The Company allocates undistributed earnings attributable to common stock between the common stock classes on a
one-to-one basis when computing net income per share. As a result, basic and diluted net income per share of Class A
common stock and per share of Class B common stock are equivalent.
During the years ended December 31, 2025 and 2024, 770,495 shares and 1,012,428 shares of Class B common stock were
converted into Class A common stock, respectively. During the year ended December 31, 2023, no shares of Class B
common stock were converted into Class A common stock.

111
Consolidated basic net income per share (“Basic EPS”) is computed by dividing consolidated net income adjusted for net
loss attributable to redeemable noncontrolling interest, deemed dividends on redemption of noncontrolling interest, and
changes in the redemption value of redeemable noncontrolling interest, if applicable, by the weighted-average number of
common shares outstanding during the reporting period. The Company computes the weighted-average number of
common shares outstanding during the reporting period using the total number of shares of Class A common stock and
Class B common stock outstanding as of the last day of the previous year plus the weighted-average of any additional
shares issued and outstanding during the reporting period, less the weighted-average of any shares repurchased during
the period.
Consolidated diluted net income per share (“Diluted EPS”) gives effect to all potentially dilutive securities. Diluted EPS is
computed by dividing consolidated net income adjusted for net loss attributable to redeemable noncontrolling interest,
deemed dividends on redemption of noncontrolling interest, and changes in the redemption value of redeemable
noncontrolling interest, if applicable and dilutive, by the weighted-average number of common shares outstanding during
the reporting period using (i) the number of shares of common stock used in the Basic EPS calculation as indicated above,
and (ii) if dilutive, the incremental weighted-average common stock that the Company would issue upon the exercise of
stock options and the vesting of RSUs. The dilutive effect of these common stock equivalents is reflected in diluted
earnings per share by application of the treasury stock method.
Continuing basic and diluted net income per share and discontinued basic and diluted net income per share are calculated
using the same methodology as described above, as applicable. Diluted earnings per share from discontinued operations
is calculated using net income from continuing operations to determine the denominator, in accordance with applicable
guidance.

112
For the years ended December 31, 2025, 2024, and 2023, a reconciliation of the numerator and denominator used in the
calculation of continuing, discontinued, and consolidated basic and diluted net income (loss) per share was as follows:
Year Ended December 31,
2025
2024
2023
(dollars in thousands)
Numerator
Net income from continuing operations attributable to common
stockholders — basic and diluted
$
196,742
$
128,737
$
92,435
Net loss from discontinued operations
$
(40,839)
$
(107,765)
$
(70,382)
Net loss attributable to redeemable noncontrolling interest
—
—
(14,889)
Deemed dividend on redemption of noncontrolling interest
—
—
5,838
Net loss from discontinued operations attributable to common
stockholders — basic
$
(40,839)
$
(107,765)
$
(61,331)
Net loss attributable to redeemable noncontrolling interest
—
—
(14,889)
Deemed dividend on redemption of noncontrolling interest
—
—
5,838
Net loss from discontinued operations attributable to common
stockholders — diluted
$
(40,839)
$
(107,765)
$
(70,382)
Consolidated net income
$
155,903
$
20,972
$
22,053
Net loss attributable to redeemable noncontrolling interest
—
—
(14,889)
Deemed dividend on redemption of noncontrolling interest
—
—
5,838
Net income attributable to common stockholders — basic
$
155,903
$
20,972
$
31,104
Net loss attributable to redeemable noncontrolling interest
—
—
(14,889)
Deemed dividend on redemption of noncontrolling interest
—
—
5,838
Net income attributable to common stockholders - diluted
$
155,903
$
20,972
$
22,053
Denominator
Weighted-average number of shares of common stock used
in computing net income per share attributable to
common stockholders — basic
98,837,997
104,535,572
113,240,139
Dilutive effect of share equivalents resulting from stock
options
15,812
134,370
225,691
Dilutive effect of share equivalents resulting from
unvested restricted stock units
1,556,488
1,593,944
723,004
Weighted-average number of shares of common stock
used in computing net income per share attributable to
common stockholders — diluted
100,410,297
106,263,886
114,188,834
Net income (loss) per share attributable to common
stockholders
Basic
Continuing operations
$
1.99
$
1.23
$
0.82
Discontinued operations
$
(0.41)
$
(1.03)
$
(0.54)
Consolidated
$
1.58
$
0.20
$
0.27
Diluted
Continuing operations
$
1.96
$
1.21
$
0.81
Discontinued operations
$
(0.41)
$
(1.01)
$
(0.62)
Consolidated
$
1.55
$
0.20
$
0.19

113
For the years ended December 31, 2025, 2024, and 2023, potentially dilutive common stock equivalents that have been
excluded from the calculation of diluted weighted-average shares outstanding as their effect would have been
anti-dilutive was as follows:
Year Ended December 31,
2025
2024
2023
Stock options outstanding
278,345
503,505
551,196
Restricted stock units outstanding
62,129
656,589
2,333,489
For the years ended December 31, 2025, 2024, and 2023, there were no contingently issuable shares as a result of the
2023 CarOffer Transaction.
13. Income Taxes
For the years ended December 31, 2025, 2024, and 2023, the components of income before income taxes were as follows:
Year Ended December 31,
2025
2024
2023
(dollars in thousands)
U.S.
$
248,521
$
165,665
$
138,074
Foreign
4,313
2,721
1,055
Income from continuing operations before income taxes
$
252,834
$
168,386
$
139,129
For the years ended December 31, 2025, 2024, and 2023, the components of the provision for income taxes were as
follows:
Year Ended December 31,
2025
2024
2023
(dollars in thousands)
Current provision
Federal
$
17,403
$
31,592
$
51,679
State
10,249
15,113
15,893
Foreign
766
556
532
28,418
47,261
68,104
Deferred provision (benefit)
Federal
28,215
(5,417)
(24,718)
State
(1,007)
(2,184)
3,317
Foreign
466
(11)
(9)
27,674
(7,612)
(21,410)
Provision for income taxes
$
56,092
$
39,649
$
46,694
For the year ended December 31, 2025, income taxes paid (net of refunds) were as follows:
Year Ended December
31, 2025
(dollars in thousands)
Federal
$
12,001
State
7,175
Foreign
582
Total income taxes paid
$
19,758

114
For the year ended December 31, 2025, income taxes paid (net of refunds) of $1.3 million in California exceeded 5% of
total income taxes paid (net of refunds). No other state or foreign jurisdictions exceeded this threshold.
For the year ended December 31, 2025, the components of the effective tax rate were as follows:
Year Ended December 31,
2025
Amount
Percent
(dollars in thousands)
U.S. federal taxes at statutory rate
$
53,095
21.0%
State Tax Rate Effects
State taxes, net of federal benefit (1)
7,327
2.9
Foreign Tax Rate Effects
Other foreign jurisdictions
201
0.1
Effect of cross-border tax laws
Other cross-border tax laws
(342)
(0.1)
Tax Credits
Federal R&D tax credits
(3,921)
(1.6)
Other
(151)
(0.1)
Nontaxable or nondeductible items
Nondeductible items
(1,157)
(0.4)
Changes in unrecognized tax benefits
(397)
(0.2)
Other adjustments
Other
1,437
0.6
Effective tax rate for continuing operations
$
56,092
22.2%
(1)
The Company’s effective tax rate for continuing operations includes the effects of state and local income taxes, net of the federal income
tax benefit, which are primarily attributable to California and Massachusetts, where the Company has significant business activities. These
states account for more than half of the Company’s total state tax expense.
For the years ended December 31, 2024 and 2023, the components of the effective tax rate were as follows:
Year Ended December 31,
2024
2023
Percent
Percent
U.S. federal taxes at statutory rate
21.0%
21.0%
State taxes, net of federal benefit
7.5
12.9
Foreign rate differential
—
(0.1)
Federal and state credits
(5.6)
(4.5)
Stock compensation
0.4
3.5
Disallowed officer compensation
0.5
0.2
Nondeductible items
0.5
0.7
Changes in unrecognized tax benefits
0.1
0.2
M&A
(0.9)
(0.3)
Other
—
—
Effective tax rate for continuing operations
23.5%
33.6%
For the year ended December 31, 2025, the effective tax rate for continuing operations was 22.2%, which is higher than
the statutory tax rate of 21%, primarily due to state and local income taxes and Section 162(m) excess officers’
compensation disallowance, partially offset by federal and state research and development tax credits and windfall tax
benefits on share-based compensation.

115
For the year ended December 31, 2024, the effective tax rate for continuing operations was 23.5%, which is higher than
the statutory tax rate of 21%, primarily due to state and local income taxes, non-deductible meals, entertainment, and
transportation expenses, and the Section 162 (m) excess officer compensation limitation, partially offset by federal and
state research and development tax credits.
For the year ended December 31, 2023, the effective tax rate for continuing operations was 33.6%, which is higher than
the statutory tax rate of 21%, primarily due to state and local income taxes inclusive of the impact from the recently
passed Massachusetts apportionment tax rule, shortfalls on the taxable compensation of share-based awards, and the
Section 162(m) excess officer compensation limitation, partially offset by federal and state research and development tax
credits.
As of December 31, 2025 and 2024, the approximate income tax effect of each type of temporary difference and
carryforward was as follows:
As of December 31,
2025
2024
(dollars in thousands)
Deferred tax assets
Net operating loss carryforwards
$
184
$
219
Credit carryforwards
3,537
915
Stock-based compensation
4,879
5,295
Lease liability
47,769
47,322
Accruals and reserves
5,541
5,857
Intangible assets
48,231
45,092
Capitalized research and development
24,704
52,717
134,845
157,417
Valuation Allowance
(407)
(324)
134,438
157,093
Deferred tax liabilities
Prepaid expenses
(2,807)
(2,115)
Deferred commissions
(6,484)
(5,867)
Right of use assets
(28,565)
(29,755)
Capital lease
—
(38)
Property and equipment
(15,388)
(12,672)
Other
(435)
—
(53,679)
(50,447)
Net deferred tax assets
$
80,759
$
106,646
For the years ended December 31, 2025 and 2024, the change in the valuation allowance was immaterial. Based upon the
level of historical U.S. earnings and future projections over the period in which the net deferred tax assets are deductible,
the Company believes it is more likely than not that it will realize the benefits of these deductible differences, with the
exception of the deferred tax asset related to intangible assets in Ireland.
As of December 31, 2025, the Company had no federal net operating loss (“NOL”) carryforwards and had state NOL
carryforwards of $2.6 million. The federal NOL carryforward, subject to an annual limitation of 80% of taxable income,
does not expire. The state NOL carryforwards expire at various dates through 2040. As of December 31, 2025, the
Company had federal and state tax credit carryforwards of $0.6 million and $3.7 million, respectively, available to reduce
future tax liabilities. The federal tax credit carryforward expires in 2040. A portion of the state tax credit carryforwards
indefinitely as it is related to California with the remainder expiring in 2040. Utilization of the NOL and tax credit
carryforwards may be subject to an annual limitation due to ownership change limitations that have occurred previously
or that could occur in the future, as provided by Section 382 of the Internal Revenue Code (“Section 382”), as well as similar

116
state provisions. Ownership changes may limit the amount of NOL or tax credit carryforwards that can be utilized
annually to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section
382, results from transactions that increase the ownership of 5% stockholders in the stock of a corporation by more than
50% in the aggregate over a three-year period.
As of December 31, 2025, 2024, and 2023, changes in the gross uncertain tax position (excluding interest and penalties)
were as follows:
As of December 31,
2025
2024
2023
(dollars in thousands)
Unrecognized tax benefits at beginning of year
$
852
$
812
$
598
Increase related to current year tax provision
—
104
178
Increase (decrease) related to prior year tax provision
663
(19)
36
Decrease related to settlements with taxing authorities
—
(45)
—
Lapse in statute of limitations
(351)
—
—
Unrecognized tax benefits at end of year
$
1,164
$
852
$
812
For the years ended December 31, 2025, 2024, and 2023, income tax liability related to uncertain tax positions, exclusive
of immaterial interest or penalties related to uncertain tax provisions, was $1.2 million, $0.9 million, and $0.8 million,
respectively, which would favorably affect the Company’s effective tax rate, if recognized.
The Company permanently reinvests the earnings, if any, of its foreign subsidiaries and, therefore, does not provide for
U.S. income taxes that could result from the distribution of those earnings to the Company. As of December 31, 2025 and
December 31, 2024, the amount of unrecognized deferred U.S. taxes on these earnings was immaterial.
The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and in
various foreign jurisdictions. The Company’s tax filings remain subject to audits by applicable tax authorities for a certain
length of time following the tax year to which those filings relate. Tax years 2022 and forward generally remain open for
examination for federal and state tax purposes. Tax years 2021 and forward generally remain open for examination for
foreign tax purposes.
14. Segment and Geographic Information
Beginning in the fourth quarter of 2025, in connection with the wind-down of CarOffer, the Company’s chief executive
officer, who acts as the CODM, began to manage the business, make operating decisions, and evaluate operating
performance based on consolidated results. Accordingly, the change led to revisions to the nature and substance of
information regularly provided to and used by the CODM, and served to align the Company’s reported results with its
ongoing growth strategy. As a result, beginning in the fourth quarter of 2025 the Company reports its financial results as
a single reportable segment. Accordingly, the Company has recast prior year segment disclosures for comparability.
The consolidated income statements represent the Company’s segment presentation and are presented in the same
manner as the CODM reviews the Company’s operating results in assessing performance and allocating resources. In
evaluating performance, the CODM reviews revenue and income from operations. Income from operations is also used in
the Company’s annual budgeting and monthly forecasting process and is compared against budgeted and forecasted
amounts to evaluate performance and make decisions for the allocation of capital and other resources.
The Company’s significant segment expenses consist of cost of revenue and sales and marketing expense. Significant
segment expenses are presented in the consolidated income statements. The Company’s other segment items consist of
product, technology, and development expense, general and administrative expense, impairment expense, and
depreciation and amortization expense, which have been disclosed separately on the consolidated income statements to
meet disclosure requirements.

117
Segment assets are reported on the consolidated balance sheets as total assets.
For the years ended December 31, 2025, 2024, and 2023, revenue by geographical region was as follows:
Year Ended December 31,
2025
2024
2023
(dollars in thousands)
Revenue by Geographic Region
U.S.
$
827,304
$
735,133
$
647,468
International
79,676
62,911
50,953
Total
$
906,980
$
798,044
$
698,421
As of December 31, 2025, 2024, and 2023, long-lived assets outside of the U.S. were immaterial.
15. Employee Benefit Plans
The Company maintains a defined contribution savings plan for all eligible U.S. employees under Section 401(k) of the
Internal Revenue Code. For the years ended December 31, 2025, 2024, and 2023, the Company matched 50% of an
employee’s annual contributions to the 401(k) plan, up to a maximum of 8% of the employee’s base salary, bonus, and
commissions paid during the year. Matching contributions are subject to vesting based on the employee’s start date and
length of service. Employees can designate the investment of their 401(k) accounts into several mutual funds. The
Company does not allow investment in its Class A common stock through the 401(k) plan.
For the years ended December 31, 2025, 2024, and 2023, total employer contributions to the 401(k) plan were $6.8
million, $6.2 million, and $6.2 million, respectively.
16. Quarterly Financial Results (unaudited)
As discussed in Note 3 of these consolidated financial statements, as a result of the wind-down of CarOffer, the historical
net income (loss) of CarOffer is reported in the Company’s consolidated income statements as discontinued operations.
The following table presents certain unaudited quarterly financial information for the eight quarters ended December 31,
2025, to allow for a meaningful comparison of continuing operations. This information has been prepared on the same
basis as the audited financial statements and includes all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the unaudited quarterly results of operations set forth herein.

118
Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
(dollars in thousands)
Year ended December 31, 2025
Revenue
$
241,094
$
231,653
$
221,998
$
212,235
Cost of revenue
18,501
16,946
15,677
14,343
Gross profit
222,593
214,707
206,321
197,892
Income from continuing operations
69,127
64,115
60,549
50,654
Net income from continuing operations
53,738
51,941
48,989
42,074
Consolidated net income
$
49,798
$
44,717
$
22,343
$
39,045
Net income per share attributable to common stockholders
Basic
Continuing operations (1)
$
0.56
$
0.53
$
0.50
$
0.41
Consolidated (1)
$
0.52
$
0.46
$
0.23
$
0.38
Diluted
Continuing operations (1)
$
0.56
$
0.52
$
0.49
$
0.40
Consolidated (1)
$
0.51
$
0.45
$
0.22
$
0.37
Weighted–average number of shares of common stock used in
computing net income per share attributable to common
stockholders
Basic
95,290,424
98,170,081
98,889,893
103,094,69
0
Diluted (2)
96,759,601
99,722,575
100,184,06
7
105,068,04
6
Year ended December 31, 2024
Revenue
$
210,244
$
204,554
$
195,851
$
187,395
Cost of revenue
14,157
25,086
15,275
15,829
Gross profit
196,087
179,468
180,576
171,566
Income from continuing operations
57,762
31,624
35,375
32,386
Net income from continuing operations
48,075
24,983
29,224
26,455
Consolidated net income
$
45,881
$
22,511
$
(68,721)
$
21,301
Net income per share attributable to common stockholders
Basic
Continuing operations (1)
$
0.46
$
0.24
$
0.28
$
0.25
Consolidated (1)
$
0.44
$
0.22
$
(0.66)
$
0.20
Diluted
Continuing operations (1)
$
0.45
$
0.24
$
0.28
$
0.24
Consolidated (1)
$
0.43
$
0.21
$
(0.65)
$
0.20
Weighted–average number of shares of common stock used in
computing net income per share attributable to common
stockholders
Basic
103,838,821
103,321,988
103,827,661
107,174,812
Diluted (2)
106,116,888
105,059,283
105,268,210
108,632,159
(1)
The amounts were computed independently for each quarter, and the sum of the quarters may not total the annual amounts.
(2)
Diluted earnings per share from discontinued operations is calculated using net income from continuing operations to determine the
denominator, in accordance with applicable guidance.

119
17. Subsequent Event
In February 2026 the Company announced that the Board authorized a program pursuant to which it may purchase up to
$250.0 million of its Class A common stock (the “2026 Share Repurchase Program”). Share repurchases under the 2026
Share Repurchase Program may be made through a variety of methods, including but not limited to open market
purchases, privately negotiated transactions, and transactions that may be effected pursuant to one or more plans under
Rule 10b5-1 and/or Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The 2026 Share Repurchase Program
does not obligate the Company to repurchase any minimum dollar amount or number of shares. The 2026 Share
Repurchase Program has an expiration date of December 31, 2026, and prior to its expiration may be modified,
suspended, or discontinued by the Board at any time without prior notice. All repurchased shares under the 2026 Share
Repurchase Program will be retired. The Company expects to fund share repurchases under the 2026 Share Repurchase
Program through cash on hand and cash generated from operations.

120
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, has evaluated
the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act), as of the end of the period covered by this Annual Report.
The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means
controls and other procedures of a company that are designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported,
within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management,
including its principal executive officer and principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
Our principal executive officer and principal financial officer has concluded that, as of December 31, 2025, our disclosure
controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the
reports we file and submit under the Exchange Act is recorded, processed, summarized, and reported as and when
required.
Our management, including our principal executive officer and principal financial officer, has concluded that our financial
statements included in this Annual Report present fairly, in all material respects, our financial position, results of
operations, and cash flows for the periods presented in accordance with GAAP.

121
Management’s Annual Report on Internal Control Over Financial
Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP, and includes those policies and procedures that:
(i)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of our assets;
(ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors; and
(iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of our assets that could have a material effect on our financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025,
using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its
Internal Control-Integrated Framework (2013). Based on this assessment and those criteria, management concluded that
our internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by Ernst &
Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during the quarter ended December 31, 2025, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

122
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of CarGurus, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited CarGurus, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, CarGurus, Inc. (the Company) maintained, in
all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO
criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the 2025 consolidated financial statements of the Company and our report dated February 19, 2026
expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

123
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 19, 2026

124
Item 9B. Other Information.
Rule 10b5-1 Plan Trading Arrangements
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the
Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of
Regulation S-K) that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act
and our policies on insider trading.
Item 9C. Disclosure Regarding Foreign Jurisdictions That
Prevent Inspections.
Not Applicable.

125
PART III
Item 10. Directors, Executive Officers and Corporate
Governance.
The information concerning our executive officers is set forth under the heading “Information about our Executive
Officers” in Item 1 of this Annual Report. The remainder of the information required by this Item is incorporated herein by
reference from the information in our proxy statement for our 2026 Annual Meeting of Stockholders.
Item 11. Executive Compensation.
The information required by this Item is incorporated herein by reference from the information in our proxy statement for
our 2026 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.
The information required by this Item is incorporated herein by reference from the information in our proxy statement for
our 2026 Annual Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions,
and Director Independence.
The information required by this Item is incorporated herein by reference from the information in our proxy statement for
our 2026 Annual Meeting of Stockholders.
Item 14. Principal Accountant Fees and Services.
The information required by this Item is incorporated herein by reference from the information in our proxy statement for
our 2026 Annual Meeting of Stockholders.

126
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)
Documents filed as a part of this Annual Report:
(1)
Financial Statements
The financial statements of CarGurus, Inc. are included in Item 8 of this Annual Report.
(2)
Financial Statement Schedules
All financial statements schedules are omitted as they are either not required or the information is otherwise included in
the consolidated financial statements and related notes.
(3)
Index to Exhibits
The documents listed in the Exhibit Index immediately preceding the signature page of this Annual Report are
incorporated by reference or are filed or furnished with this Annual Report, in each case as indicated therein (numbered in
accordance with Item 601 of Regulation S-K).
Item 16. Form 10-K Summary.
Not applicable.

127
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File
Number
Filing Date
Exhibit
Number
Filed or
Furnished
Herewith
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

128
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File
Number
Filing Date
Exhibit
Number
Filed or
Furnished
Herewith
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

129
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File
Number
Filing Date
Exhibit
Number
Filed or
Furnished
Herewith
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.SC
H
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
# Indicates a management contract or compensatory plan.
* The exhibits and schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and the
Company agrees to furnish supplementally a copy of any omitted schedule to the staff of the SEC upon request.
** The certification furnished in Exhibit 32.1 hereto is deemed to accompany this Annual Report and will not be deemed
“filed” for purposes of Section 18 of the Exchange Act, except to the extent that the registrant specifically incorporates it
by reference.

130
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CarGurus, Inc.
Date: February 19, 2026
By: /s/ Jason Trevisan
Jason Trevisan
Chief Executive Officer
(Principal Executive Officer, Principal Financial Officer,
and Principal Accounting Officer)
POWER OF ATTORNEY
Each person whose individual signature appears below hereby constitutes and appoints Jason Trevisan and Javier
Zamora, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his
true and lawful attorney-in-fact and agent to act in his name, place, and stead and to execute in the name and on behalf
of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report
on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and
agents or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by
the following persons on behalf of the registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ Jason Trevisan
Chief Executive Officer and Director
(Principal Executive Officer, Principal Financial Officer, and
Principal Accounting Officer)
February 19, 2026
Jason Trevisan
/s/ Langley Steinert
Executive Chair and Chair of the Board of Directors
February 19, 2026
Langley Steinert
/s/ Steven Conine
Director
February 19, 2026
Steven Conine
/s/ Manik Gupta
Director
February 19, 2026
Manik Gupta
/s/ Lori Hickok
Director
February 19, 2026
Lori Hickok
/s/ Stephen Kaufer
Director
February 19, 2026
Stephen Kaufer
/s/ Greg Schwartz
Director
February 19, 2026
Greg Schwartz

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Corporate Information
Board of Directors
Langley Steinert, Founder, Executive Chair, and Chair of the Board of Directors
Steven Conine, Co-Founder and Co-Chairman of Wayfair Inc.
Manik Gupta, former Corporate Vice President, Microsoft Teams of Microsoft Corporation
Lori Hickok, former Executive Vice President, Chief Financial and Development Officer of Scripps Networks Interactive, Inc.
Stephen Kaufer, Co-Founder and Chief Executive Officer of Give Freely, LLC
Greg Schwartz, Co-Founder, Chief Executive Officer, and Chairman of Tomo Networks, Inc.
Jason Trevisan, Chief Executive Officer, interim Principal Financial Officer, Principal Accounting Officer, and Treasurer
Executive Officers
Langley Steinert, Founder, Executive Chair, and Chair of the Board of Directors
Jason Trevisan, Chief Executive Officer, interim Principal Financial Officer, Principal Accounting Officer, and Treasurer
Samuel Zales, Chief Operating Officer and President
Ismail Elshareef, Chief Product Officer
Jennifer Hanson, Chief People Officer
Matthew Quinn, Chief Technology Officer
Dafna Sarnoff, Chief Marketing Officer
Javier Zamora, General Counsel and Corporate Secretary
Corporate Address
1001 Boylston Street, 16th Floor, Boston, Massachusetts 02115
2026 Annual Meeting of Stockholders
Our annual meeting is being held virtually on Wednesday, June 3, 2026, at 2:00 p.m. Eastern Time, conducted via live audio
webcast at www.virtualshareholdermeeting.com/CARG2026.
Requests for Reports and Other Stockholder Inquiries
Our quarterly and annual reports, including Forms 10-Q and 10-K, are available on the Investor Relations section of our website:
investors.cargurus.com. Requests for additional copies and other stockholder inquiries should be directed to: CarGurus, Inc., Attn:
Investor Relations, 1001 Boylston Street, 16th Floor, Boston, Massachusetts 02115.
Stock Exchange Listing
Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “CARG”.
Stock Transfer Agent
Broadridge Financial Solutions, Inc., Edgewood, New York
Stock Exchange Listing Independent Registered Public Accounting Firm
Ernst & Young LLP, Boston, Massachusetts
This Annual Report includes forward-looking statements about our future results of operations, our mission, business strategies
and plans, business environment, and future growth. These statements are subject to risks and uncertainties (including those
identiﬁed in the “Risk Factors” section of the Form 10-K included in this Annual Report), and our actual results could be materially
different. Forward-looking statements represent our beliefs and assumptions only as of the date of this Annual Report and we
have no obligation to update them.

1001 Boylston Street, 16th Floor, Boston, MA 02115