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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


☐	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 Exchange on Which Registered


Indicate by check mark:	Yes	No
• 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).	☐	☒

As of April 30, 2025, the registrant had 84,630,375 shares of Class A common stock, $0.001 par value per share, and 14,216,250 shares of Class B common stock, par value $0.001 per share, outstanding.

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PART I.	FINANCIAL INFORMATION	3


Item 1.	Financial Statements	3
	Unaudited Condensed Consolidated Balance Sheets	3
	Unaudited Condensed Consolidated Income Statements	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income	5
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity	6
	Unaudited Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	44

PART II.	OTHER INFORMATION	45


Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 5.	Other Information	47
Item 6.	Exhibits	48
Signatures		49

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SPECIAL NOTE REGARDING FORWARD‑LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, or Quarterly 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 Quarterly 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 combined suite of offerings to increase a dealer’s return on investment, add scale to our marketplace network, create synergies for dealers, and become the marketplace for all steps of the vehicle acquisition and sale processes;

•

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

•

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

•

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 CarGurus Sell My Car (Instant Max Cash Offer and Top Dealer Offers) as well as our digital retail 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 realize benefits from our acquisitions and successfully implement the integration strategies in connection therewith;

•

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

•

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 expected returns on investments;

•

our expectations regarding our deferred tax assets;

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•

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

•

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

•

domestic and global economic conditions affecting us or our customers;

•

our expectations regarding the funding of our share repurchase program;

•

our revolving credit facility;

•

our ability to adequately protect our intellectual property;

•

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

•

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 Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and growth prospects. The outcome of the events described in these forward‑looking statements is subject to risks, uncertainties, and other factors that are described in this Quarterly Report. We have included important risk factors in the cautionary statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission, or SEC, on February 20, 2025, or Annual Report, particularly those discussed in Part I, Item 1A, “Risk Factors,” in our Annual Report and in Part II, Item 1A, “Risk Factors,” of this Quarterly Report, that could cause actual results or events to differ materially from the forward-looking statements that we make. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward‑looking statements contained in this Quarterly Report. Further, our forward‑looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, or joint ventures in which we may be involved, or investments we may make. We cannot assure you that the results, events, and circumstances reflected in the forward‑looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward‑looking statements.

The forward‑looking statements made in this Quarterly Report speak only as of the date of this Quarterly Report. We undertake no obligation to update any forward‑looking statement made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law.

NOTE REGARDING TRADEMARKS

CarGurus® and Autolist® are each a registered trademark of CarGurus, Inc., CarOffer® is a registered trademark of CarOffer, LLC, and PistonHeads® is a registered trademark of CarGurus Ireland Limited in the U.K. and the European Union. 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 Quarterly Report.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CarGurus, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


	As of March 31, 2025			As of December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	172,862		$	304,193
Accounts receivable, net of allowance for doubtful accounts of $808 and $788, respectively		40,703			44,248
Inventory		810			338
Prepaid expenses, prepaid income taxes, and other current assets		21,107			27,868
Deferred contract costs		13,640			12,523
Restricted cash		2,848			2,036
Total current assets		251,970			391,206
Property and equipment, net		132,383			130,010
Intangible assets, net		11,318			11,767
Goodwill		46,714			46,167
Operating lease right-of-use assets		119,589			121,484
Deferred tax assets		110,050			106,672
Deferred contract costs, net of current portion		13,088			13,196
Other non-current assets		4,003			4,034
Total assets	$	689,115		$	824,536
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	29,891		$	26,410
Accrued expenses, accrued income taxes, and other current liabilities		32,240			35,975
Deferred revenue		22,407			21,661
Operating lease liabilities		9,969			9,005
Total current liabilities		94,507			93,051
Operating lease liabilities		185,463			183,739
Deferred tax liabilities		15			26
Other non–current liabilities		7,080			6,031
Total liabilities		287,065			282,847
Commitments and contingencies (Note 8)
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; 84,334,642 and 89,002,571 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		84			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 March 31, 2025 and December 31, 2024, respectively		14			15
Additional paid-in capital		6,775			169,013
Retained earnings		396,486			375,119
Accumulated other comprehensive loss		(1,309	)		(2,547	)
Total stockholders’ equity		402,050			541,689
Total liabilities and stockholders’ equity	$	689,115		$	824,536

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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CarGurus, Inc.

Unaudited Condensed Consolidated Income Statements

(in thousands, except share and per share data)


	Three Months Ended March 31,
	2025			2024
Revenue
Marketplace	$	212,235		$	187,219
Wholesale		7,747			16,125
Product		5,176			12,452
Total revenue		225,158			215,796
Cost of revenue (1)
Marketplace		14,248			14,385
Wholesale		6,170			14,224
Product		5,033			12,226
Total cost of revenue		25,451			40,835
Gross profit		199,707			174,961
Operating expenses
Sales and marketing		86,716			82,274
Product, technology, and development		36,250			35,545
General and administrative		26,780			28,066
Depreciation and amortization		4,206			2,792
Total operating expenses		153,952			148,677
Income from operations		45,755			26,284
Other income, net
Interest income		3,098			3,906
Other expense, net		(302	)		(505	)
Total other income, net		2,796			3,401
Income before income taxes		48,551			29,685
Provision for income taxes		9,506			8,384
Net income		39,045			21,301
Net income per share attributable to common stockholders: (Note 10)
Basic	$	0.38		$	0.20
Diluted	$	0.37		$	0.20
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders:
Basic		103,094,690			107,174,812
Diluted		105,068,046			108,632,159

(1)

Includes depreciation and amortization expense for the three months ended March 31, 2025 and 2024 of $2,348 and $4,689, respectively.

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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CarGurus, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Income

(in thousands)


	Three Months Ended March 31,
	2025		2024
Net income	$	39,045	$	21,301
Other comprehensive income:
Foreign currency translation adjustment		1,238		(599	)
Comprehensive income	$	40,283	$	20,702

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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CarGurus, Inc.

Unaudited Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share data)


	Class A Common Stock						Class B Common Stock						Additional Paid–in			Retained			Accumulated Other Comprehensive			Total Stockholders’
	Shares			Amount			Shares			Amount			Capital			Earnings			Loss			Equity
Balance as of December 31, 2024		89,002,571		$	89			14,986,745		$	15		$	169,013		$	375,119		$	(2,547	)	$	541,689
Net income		—			—			—			—			—			39,045			—			39,045
Stock–based compensation expense		—			—			—			—			14,538			—			—			14,538
Issuance of common stock upon exercise of stock options		16,426			—			—			—			394			—			—			394
Issuance of common stock upon vesting of restricted stock units		715,951			—			—			—			—			—			—			—
Payment of withholding taxes on net share settlements of restricted stock units		(251,366	)		—			—			—			(8,987	)		—			—			(8,987	)
Repurchase of common stock		(5,919,435	)		(6	)		—			—			(168,183	)		(17,678	)		—			(185,867	)
Conversion of common stock		770,495			1			(770,495	)		(1	)		—			—			—			—
Foreign currency translation adjustment		—			—			—			—			—			—			1,238			1,238
Balance as of March 31, 2025		84,334,642		$	84			14,216,250		$	14		$	6,775		$	396,486		$	(1,309	)	$	402,050

Balance as of December 31, 2023		92,175,243		$	92			15,999,173		$	16		$	263,498		$	354,147		$	(901	)	$	616,852
Net income		—			—			—			—			—			21,301			—			21,301
Stock–based compensation expense		—			—			—			—			17,649			—			—			17,649
Issuance of common stock upon exercise of stock options		36,455			—			—			—			11			—			—			11
Issuance of common stock upon vesting of restricted stock units		615,383			1			—			—			(1	)		—			—			—
Payment of withholding taxes on net share settlements of restricted stock units		(213,042	)		—			—			—			(5,097	)		—			—			(5,097	)
Repurchase of common stock		(3,538,194	)		(4	)		—			—			(81,751	)		—			—			(81,755	)
Foreign currency translation adjustment		—			—			—			—			—			—			(599	)		(599	)
Balance as of March 31, 2024		89,075,845		$	89			15,999,173		$	16		$	194,309		$	375,448		$	(1,500	)	$	568,362

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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CarGurus, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)


	Three Months Ended March 31,
	2025			2024
Operating Activities
Net income	$	39,045		$	21,301
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,554			7,481
Currency (gain) loss on foreign denominated transactions		(165	)		384
Deferred taxes		(3,389	)		(9,052	)
Provision for doubtful accounts		424			290
Stock-based compensation expense		12,900			15,822
Amortization of deferred financing costs		129			129
Amortization of deferred contract costs		3,810			3,258
Changes in operating assets and liabilities:
Accounts receivable		3,070			(4,182	)
Inventory		(353	)		(319	)
Prepaid expenses, prepaid income taxes, and other assets		6,801			5,974
Deferred contract costs		(4,744	)		(3,326	)
Accounts payable		4,075			707
Accrued expenses, accrued income taxes, and other liabilities		(5,592	)		681
Deferred revenue		731			120
Lease obligations		4,583			12,696
Net cash provided by operating activities		67,879			51,964
Investing Activities
Purchases of property and equipment		(2,240	)		(28,665	)
Capitalization of website development costs		(5,391	)		(5,465	)
Purchases of short-term investments		—			(494	)
Sale of short-term investments		—			21,218
Advance payments to customers, net of collections		—			259
Net cash used in investing activities		(7,631	)		(13,147	)
Financing Activities
Proceeds from issuance of common stock upon exercise of stock options		394			11
Payment of withholding taxes on net share settlements of restricted stock units		(8,985	)		(5,115	)
Repurchases of common stock		(182,828	)		(77,442	)
Payment of finance lease obligations		(20	)		(18	)
Change in gross advance payments received from third-party transaction processor		(38	)		(474	)
Net cash used in financing activities		(191,477	)		(83,038	)
Impact of foreign currency on cash, cash equivalents, and restricted cash		710			(577	)
Net decrease in cash, cash equivalents, and restricted cash		(130,519	)		(44,798	)
Cash, cash equivalents, and restricted cash at beginning of period		306,229			293,926
Cash, cash equivalents, and restricted cash at end of period	$	175,710		$	249,128
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	700		$	1,132
Cash paid for operating lease liabilities	$	2,558		$	4,788
Cash paid for interest	$	34		$	143
Supplemental noncash disclosure of cash flow information:
Unpaid purchases of property and equipment and capitalized hosting arrangements	$	778		$	16,329
Capitalized stock-based compensation expense in website development and internal-use software costs and hosting arrangements	$	1,638		$	1,827
Unpaid withholding taxes on net share settlement of restricted stock units	$	125		$	119
Unpaid repurchases of common stock	$	1,451		$	3,658
Unpaid excise tax on repurchases of common stock	$	2,268		$	2,239
Obtaining a right-of-use asset in exchange for an operating lease liability	$	217		$	(3,536	)

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

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CarGurus, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(dollars in thousands, except share and per share data, unless otherwise noted)

1. Organization and Business Description

CarGurus, Inc. (the “Company”) is a multinational, online automotive platform for buying and selling vehicles that is building upon its industry-leading listings marketplace with both digital retail solutions and the CarOffer, LLC (“CarOffer”) online wholesale platform. The CarGurus platform gives consumers the confidence to purchase and/or sell a vehicle either online or in person, and it gives dealerships the power to accurately price, effectively market, instantly acquire, and quickly sell vehicles, all with a nationwide reach. The Company uses proprietary technology, search algorithms, and data analytics to bring trust, transparency, and competitive pricing to the automotive shopping experience.

The Company operates principally in the U.S., where it also operates the Autolist online marketplace and the CarOffer online wholesale platform as independent brands. 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. and it has two reportable segments, U.S. Marketplace and Digital Wholesale. See Note 12 of the Unaudited Condensed Consolidated Financial Statements (as defined in Note 2 of the Unaudited Condensed Consolidated Financial Statements) for further segment reporting and geographic information.

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.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim condensed consolidated financial statements are unaudited (the “Unaudited Condensed Consolidated Financial Statements”). The Unaudited Condensed Consolidated Financial Statements and related disclosures 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 Unaudited Condensed Consolidated Financial Statements have also been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The Unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the Company’s financial statements for interim periods. These interim period results are not necessarily indicative of the results to be expected for any other interim period or the full year.

The Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025 (the “Annual Report”).

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Principles of Consolidation

The Unaudited Condensed 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 Unaudited Condensed 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.

Use of Estimates

The preparation of the Unaudited Condensed 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 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 Unaudited Condensed Consolidated Financial Statements include the determination of sales allowance and variable consideration in the Company’s revenue recognition, the impairment and useful lives of long-lived assets, the capitalization and useful lives of product, technology, and development costs for website development, internal-use software, and hosting arrangements, and the valuation and recoverability of intangible assets and goodwill. 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.

Due to the partial impairment of the CarOffer reporting unit goodwill and other long-lived assets during the year ended December 31, 2024, in which the CarOffer reporting unit was reduced to its fair value, there remains a risk for future impairment charges if projected future operating results further decline, including as a result of economic conditions or operational challenges, which could be material and negatively affect its operations.

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.

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The Company had no material losses related to marketplace receivables as the losses were dispersed across a large number of customers. The Company had no material losses related to wholesale and product receivables as the third-party transaction processor does not release the title to the vehicle until successfully collecting funds from the buying dealer. Titling is handled by the Company’s third-party transaction processor and titles are held in escrow until it collects funds from the buying dealer (i.e., title is legally transferred from the selling party to the buying party upon signing of bill of sale, but title is held in escrow by the third-party transaction processor until payment is received). Due to these factors, 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 March 31, 2025, a payment processor for several hundred dealer accounts represented 10.6% 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 March 31, 2025. 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. As of December 31, 2024, there was no concentration in excess of 10% of net accounts receivable and other receivables.

For the three months ended March 31, 2025 and 2024, no customer accounted for more than 10% of total revenue.

As of March 31, 2025 and December 31, 2024, $13,663 and $13,213, respectively, was included in accounts receivable, net representing unbilled accounts receivable relating primarily to both advertising customers and dealers 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”).

Significant Accounting Policies

The Unaudited Condensed Consolidated Financial Statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the Unaudited Condensed Consolidated Financial Statements. As of March 31, 2025, there have been no material changes in the Company’s significant accounting policies, which are detailed in the Annual Report.

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 March 31, 2025, there are no new accounting pronouncements that the Company is considering adopting, other than those described below.

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.

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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 is currently evaluating the impact of ASU 2023-09 on its future consolidated financial statements and related disclosures.

3. Revenue Recognition

For the three months ended March 31, 2025 and 2024, revenue from contracts with customers by services and products was as follows:


	Three Months Ended March 31,
	2025		2024
Marketplace	$	212,235	$	187,219
Dealer-to-Dealer		8,165		18,499
Sell My Car - Instant Max Cash Offer		4,758		10,078
Total	$	225,158	$	215,796

The Company provides disaggregation of revenue by services and products, by income statement presentation, by segment, and by geographic region.

Revenue by services and products is disaggregated by (i) marketplace services, (ii) Dealer-to-Dealer services and products, and (iii) Sell My Car - Instant Max Cash Offer (“IMCO”) services and products, as disclosed above.

Revenue by income statement presentation is disaggregated by (i) marketplace, (ii) wholesale, and (iii) product revenue sources, as disclosed in the Unaudited Condensed Consolidated Income Statements. Marketplace services are included within marketplace revenue in the Unaudited Condensed Consolidated Income Statements. Dealer-to-Dealer and IMCO services and products are included within both wholesale revenue and product revenue in the Unaudited Condensed Consolidated Income Statements.

Revenue by segment is disaggregated by (i) U.S. Marketplace and (ii) Digital Wholesale segments, as disclosed in Note 12 of the Unaudited Condensed Consolidated Financial Statements. Marketplace services are included in the U.S. Marketplace segment and in the Other category of segment reporting. Dealer-to-Dealer and IMCO services and products are included in the Digital Wholesale segment.

Revenue by geographic region is disaggregated by (i) U.S. and (ii) International regions as disclosed in Note 12 of the Unaudited Condensed Consolidated Financial Statements. Marketplace services are provided in the U.S. and International regions. Dealer-to-Dealer and IMCO services and products are provided in the U.S. region.

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 quarter 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 March 31, 2025, was approximately $67.8 million, which the Company expects to recognize over the next 12 months.

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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 March 31, 2025. For performance obligations not satisfied as of March 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 March 31, 2025.

For the three months ended March 31, 2025 and 2024, revenue recognized from amounts included in deferred revenue at the beginning of the period was $21,661 and $21,322, respectively.

4. Fair Value of Financial Instruments

As of March 31, 2025 and December 31, 2024, assets measured at fair value on a recurring basis consisted of the following:


	As of March 31, 2025
	Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)		Significant Other Observable Inputs (Level 2 Inputs)		Significant Unobservable Inputs (Level 3 Inputs)		Total
Cash equivalents:
Mutual funds	$	97,520	$	—	$	—	$	97,520
Total	$	97,520	$	—	$	—	$	97,520


	As of December 31, 2024
	Quoted Prices in Active Markets for Identical Assets (Level 1 Inputs)		Significant Other Observable Inputs (Level 2 Inputs)		Significant Unobservable Inputs (Level 3 Inputs)		Total
Cash equivalents:
Mutual funds	$	165,074	$	—	$	—	$	165,074
Total	$	165,074	$	—	$	—	$	165,074

5. Property and Equipment, Net

As of March 31, 2025 and December 31, 2024, property and equipment, net consisted of the following:


	As of March 31, 2025			As of December 31, 2024
Capitalized equipment	$	7,837		$	7,880
Capitalized internal-use software		21,733			20,060
Capitalized website development		63,578			56,877
Furniture and fixtures		10,306			13,960
Leasehold improvements		85,891			95,691
Finance lease right-of-use assets		122			155
		189,467			194,623
Less accumulated depreciation and amortization		(57,084	)		(64,613	)
Total	$	132,383		$	130,010

During the three months ended March 31, 2025, capitalized website development costs increased $6,701 due to continued net investment in the Company's product offerings.

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During the three months ended March 31, 2025, furniture and fixtures, and leasehold improvements decreased $3,654 and $9,800, respectively, due to disposals of fully depreciated assets within the U.S. Marketplace segment related to the expiration of the lease of office space at 55 Cambridge Parkway.

For the three months ended March 31, 2025 and 2024, depreciation and amortization expense, excluding amortization of intangible assets, amortization of capitalized hosting arrangements, and disposals, was $6,049 and $5,599, respectively.

6. Accrued Expenses, Accrued Income Taxes, and Other Current Liabilities

As of March 31, 2025 and December 31, 2024, accrued expenses, accrued income taxes, and other current liabilities consisted of the following:


	As of March 31, 2025		As of December 31, 2024
Accrued bonus	$	6,390	$	17,377
Accrued commissions		4,985		4,818
Other accrued expenses, accrued income taxes, and other current liabilities		20,865		13,780
Total	$	32,240	$	35,975

The decrease of $10,987 in accrued bonus was due to the payout of the second portion of the fiscal year 2024 bonuses in the first quarter of 2025, offset in part by the accrual for the fiscal year 2025 bonuses.

7. Debt

As of March 31, 2025 and December 31, 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.

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 March 31, 2025.

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As of March 31, 2025 and December 31, 2024, there were no borrowings and $9,907 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 $390,093.

As of March 31, 2025 and December 31, 2024, deferred financing costs were $1,283 and $1,412, respectively, recognized within other non-current assets in the Unaudited Condensed Consolidated Balance Sheets. For the three months ended March 31, 2025 and 2024, amortization expense associated with deferred financing costs was immaterial.

For the three months ended March 31, 2025 and 2024, commitment fees under the 2022 Revolver were immaterial.

8. Commitments and Contingencies

Contractual Obligations and Commitments

As of March 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 Unaudited Condensed Consolidated Statements of Cash Flows.

Leases

As of March 31, 2025, there were no material changes in the Company’s leases from those disclosed in the Annual Report.

Letters of Credit

As of March 31, 2025 and December 31, 2024, $9,907 in letters of credit associated with the Company’s leases were included under the 2022 Revolver Sub-facility.

Restricted Cash

As of March 31, 2025 and December 31, 2024, restricted cash was $2,848 and $2,036, respectively, and related to pass-through payments from dealers related to the Company’s Digital Wholesale business. As of both March 31, 2025 and December 31, 2024, all restricted cash was classified as a current asset, as disclosed in the Unaudited Condensed 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 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 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.

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9. Stock-based Compensation and Common Stock Share Repurchases

Stock-based Compensation Expense

For the three months ended March 31, 2025 and 2024, stock-based compensation expense by award type was as follows:


	Three Months Ended March 31,
	2025		2024
Stock options	$	71	$	591
Restricted stock units		12,829		15,231
Total	$	12,900	$	15,822

For the three months ended March 31, 2025 and 2024, stock-based compensation expense by where the stock-based compensation expense was recognized in the Company’s Unaudited Condensed Consolidated Income Statements was as follows:


	Three Months Ended March 31,
	2025		2024
Cost of revenue	$	60	$	231
Sales and marketing expense		2,833		2,874
Product, technology, and development expense		5,565		5,977
General and administrative expense		4,442		6,740
Total	$	12,900	$	15,822

For the three months ended March 31, 2025 and 2024, stock-based compensation expense excluded $1,638 and $1,827, respectively, of capitalized website development costs, capitalized internal-use software costs, and capitalized hosting arrangements.

Common Stock Share Repurchases

On November 7, 2024, the Company announced that the Board of Directors authorized a share repurchase program (the “2025 Share Repurchase Program”) pursuant to which the Company may, from time to time, purchase shares of its Class A common stock for an aggregate purchase price not to exceed $200.0 million. Share repurchases under the 2025 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 2025 Share Repurchase Program does not obligate the Company to repurchase any minimum dollar amount or number of shares. The 2025 Share Repurchase Program has an effective date of January 1, 2025, and an expiration date of December 31, 2025, and prior to its expiration may be modified, suspended, or discontinued by the Board of Directors at any time without prior notice. All repurchased shares under the 2025 Share Repurchase Program will be retired. The Company has funded share repurchases and expects to continue to fund share repurchases under the 2025 Share Repurchase Program through cash on hand and cash generated from operations.

On November 7, 2023, the Company announced that the Board of Directors authorized a share repurchase program (the “2024 Share Repurchase Program”) pursuant to which the Company could, from time to time, purchase shares of its Class A common stock for an aggregate purchase price not to exceed $250.0 million. The 2024 Share Repurchase Program expired on December 31, 2024. All repurchased shares of Class A common stock under the 2024 Share Repurchase Program were retired. The Company funded share repurchases under the 2024 Share Repurchase Program through cash on hand and cash generated from operations.

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During the three months ended March 31, 2025, the Company repurchased and retired 5,919,435 shares of its Class A common stock for $184,199, exclusive of commissions and excise tax, at an average cost of $31.12 per share, under the 2025 Share Repurchase Program. As of March 31, 2025, the Company had remaining authorization to purchase up to $15,801 of its Class A common stock under the 2025 Share Repurchase Program.

During the three months ended March 31, 2024, the Company repurchased and retired 3,538,194 shares of its Class A common stock for $81,067, exclusive of commissions and excise tax, at an average cost of $22.91 per share, under the 2024 Share Repurchase Program. As of December 31, 2024, the 2024 Share Repurchase Program expired.

10. 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 three months ended March 31, 2025, 770,495 shares of Class B common stock were converted into Class A common stock. During the year ended December 31, 2024, 1,012,428 shares of Class B common stock were converted into Class A common stock. During the three months ended March 31, 2024, no shares of Class B common stock were converted into Class A common stock.

Basic net income per share (“Basic EPS”) is computed by dividing net income 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.

Diluted net income per share (“Diluted EPS”) gives effect to all potentially dilutive securities. Diluted EPS is computed by dividing net income 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 restricted stock units. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method.

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For the three months ended March 31, 2025 and 2024, a reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per share was as follows:


	Three Months Ended March 31,
	2025		2024
Numerator:
Net income	$	39,045	$	21,301
Denominator:
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — basic		103,094,690		107,174,812
Dilutive effect of share equivalents resulting from stock options		20,619		215,891
Dilutive effect of share equivalents resulting from unvested restricted stock units		1,952,737		1,241,456
Weighted-average number of shares of common stock used in computing net income per share attributable to common stockholders — diluted		105,068,046		108,632,159
Net income per share attributable to common stockholders:
Basic	$	0.38	$	0.20
Diluted	$	0.37	$	0.20

For the three months ended March 31, 2025 and 2024, 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:


	Three Months Ended March 31,
	2025		2024
Stock options outstanding		360,751		537,981
Restricted stock units outstanding		58,326		1,178,036

11. Income Taxes

During the three months ended March 31, 2025 and 2024, the Company recognized an income tax provision of $9,506 and $8,384, respectively, representing an effective tax rate of 19.6% and 28.2%, respectively.

The effective tax rate for the three months ended March 31, 2025, was less than the statutory tax rate of 21%, principally due to federal and state research and development tax credits and discrete stock compensation windfalls, partially offset by state and local income taxes, the Section 162(m) excess officer compensation limitation, and non-deductible meals and commuter fringe benefits. The effective tax rate for the three months ended March 31, 2024, was greater than the statutory tax rate of 21% principally due to state and local income taxes, the Section 162(m) excess officer compensation limitation, and non-deductible meals and commuter fringe benefits, partially offset by federal and state research development tax credits.

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 2021 and forward generally remain open for examination for federal and state tax purposes. Tax years 2020 and forward generally remain open for examination for foreign tax purposes.

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12. Segment and Geographic Information

The Company has two reportable segments, U.S. Marketplace and Digital Wholesale. Segment information is presented in the same manner as the Company’s chief operating decision maker (“CODM”), Jason Trevisan, Chief Executive Officer, reviews the Company’s operating results in assessing performance and allocating resources. The CODM reviews segment revenue and segment income (loss) from operations as a proxy for the performance of the Company’s operations. The CODM uses segment income (loss) from operations in the annual budgeting and monthly forecasting process. The CODM considers segment income (loss) from operations in analyses of the actual amounts against budgeted and forecasted values to evaluate the performance of each segment and to make decisions for the allocation of capital and other resources to each segment.

The U.S. Marketplace segment derives revenue from marketplace services from customers within the U.S. The Digital Wholesale segment derives revenue from Dealer-to-Dealer and IMCO services and products which are sold on the CarOffer platform. The Company also has two operating segments which are individually immaterial and, therefore, aggregated into the Other category to reconcile reportable segments to the Unaudited Condensed Consolidated Income Statements. The Other category derives revenue from marketplace services from customers outside of the U.S.

Revenue and costs discretely incurred by reportable segments, including depreciation and amortization, are included in the calculation of reportable segment income (loss) from operations.

The Company’s significant segment expenses consist of cost of revenue and sales and marketing expense. The Company’s other segment items consist of product, technology, and development expense and general and administrative expense. The Company has disclosed depreciation and amortization expense separately from other segment items to meet disclosure requirements.

Asset information by reportable segment is not provided to the CODM as asset information is assessed and reviewed on a consolidated basis.

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For the three months ended March 31, 2025 and 2024, segment revenue, significant segment expenses, segment depreciation and amortization, segment income (loss) from operations, and the reconciliation from segment income (loss) from operations to total income before income taxes were as follows:


	Three Months Ended March 31,
	2025
	U.S. Marketplace		Digital Wholesale			Total
Revenue
Revenue from external customers	$	195,228	$	12,923		$	208,151
Total segment revenue	$	195,228	$	12,923		$	208,151

Reconciliation of Revenue
Other revenue							17,007
Total revenue						$	225,158

Less:
Cost of revenue(1)		12,880		11,203			24,083
Sales and marketing		72,230		3,329			75,559
Depreciation and amortization		3,649		483			4,132
Other segment items		56,688		3,687			60,375
Total segment expenses		145,447		18,702			164,149
Total segment income (loss) from operations		49,781		(5,779	)		44,002

Reconciliation of segment income (loss) from operations to income from operations:
Other operating income							1,753
Total income from operations							45,755

Reconciliation of total income from operations to total income before income taxes:
Total other income, net							2,796
Total income before income taxes						$	48,551

(1)

For the three months ended March 31, 2025, U.S. Marketplace and Digital Wholesale cost of revenue includes depreciation and amortization expense of $1,686 and $425, respectively.

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	Three Months Ended March 31,
	2024
	U.S. Marketplace		Digital Wholesale			Total
Revenue
Revenue from external customers	$	172,988	$	28,577		$	201,565
Total segment revenue	$	172,988	$	28,577		$	201,565

Reconciliation of Revenue
Other revenue							14,231
Total revenue						$	215,796

Less:
Cost of revenue(1)		13,437		26,450			39,887
Sales and marketing		67,008		5,885			72,893
Depreciation and amortization		1,628		1,087			2,715
Other segment items		56,698		5,495			62,193
Total segment expenses		138,771		38,917			177,688
Total segment income (loss) from operations		34,217		(10,340	)		23,877

Reconciliation of segment income (loss) from operations to income from operations:
Other operating income							2,407
Total income from operations							26,284

Reconciliation of total income from operations to total income before income taxes:
Total other income, net							3,401
Total income before income taxes						$	29,685

(1)

For the three months ended March 31, 2024, U.S. Marketplace and Digital Wholesale cost of revenue includes depreciation and amortization expense of $1,369 and $3,194, respectively.

As of March 31, 2025 and December 31, 2024, segment assets were as follows:


	As of March 31, 2025		As of December 31, 2024
Segment Assets:
U.S. Marketplace	$	534,192	$	674,138
Digital Wholesale		106,438		108,890
Other		48,485		41,508
Total	$	689,115	$	824,536

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For the three months ended March 31, 2025 and 2024, revenue by geographical region were as follows:


	Three Months Ended March 31,
	2025		2024
Revenue by Geographic Region:
U.S.	$	208,151	$	201,565
International		17,007		14,231
Total	$	225,158	$	215,796

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Item 2. 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 unaudited interim condensed consolidated financial statements, or the Unaudited Condensed Consolidated Financial Statements, and the related notes thereto, included elsewhere in this Quarterly Report, and our consolidated financial statements and the related notes and other financial information included in our Annual Report. Some of the information contained in this discussion and analysis or elsewhere in this Quarterly 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.” 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 you should review our Annual Report, including those cautionary statements set forth under Part I, Item 1A “Risk Factors,” and in Part II, Item 1A, “Risk Factors,” of this Quarterly Report. 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 Quarterly 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 Quarterly Report discusses 2025 and 2024 items and period-to-period comparisons between 2025 and 2024. The period‑to‑period comparison of financial results is not necessarily indicative of future results.

Company Overview

CarGurus is a multinational, online automotive platform for buying and selling vehicles that is building upon its industry-leading listings marketplace with both digital retail solutions and the CarOffer online wholesale platform. The CarGurus platform gives consumers the confidence to purchase and/or sell a vehicle either online or in person, and it gives dealerships the power to accurately price, effectively market, instantly acquire, and quickly sell vehicles, all with a nationwide reach. We use proprietary technology, search algorithms, and data analytics to bring trust, transparency, and competitive pricing to the automotive shopping experience.

We operate the following marketplaces:


U.S., U.K., and Canada	U.S.	U.K.

CarOffer is a subsidiary of CarGurus and operates as an independent brand.

Autolist and PistonHeads operate as independent brands.

We have subsidiaries in the U.S., Canada, Ireland, and the U.K. and we have two reportable segments, U.S. Marketplace and Digital Wholesale. See Note 12 of the Unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for further segment reporting and geographic information.

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We derive our revenue from marketplace revenue, wholesale revenue, and product revenue. Marketplace revenue is included in the U.S. Marketplace segment and Other category of segment reporting. Wholesale revenue and product revenue are included in the Digital Wholesale segment. We generate marketplace revenue from (i) dealer subscriptions to our Listings packages and Real-time Performance Marketing, or RPM, our digital advertising suite, Digital Retail, and Sell My Car - Top Dealer Offers, (ii) advertising revenue from auto manufacturers and other auto-related brand advertisers, and (iii) revenue from partnerships with financing services companies. We generate wholesale revenue primarily from (x) transaction fees earned from the purchase and sale of vehicles between dealers, or Dealer-to-Dealer transactions, (y) transaction fees earned from the sale of vehicles to dealers that we acquire at other marketplaces, and (z) transaction fees earned from performing inspection and transportation services, inclusive of Dealer-to-Dealer transactions, other marketplace-to-dealer transactions, and IMCO transactions (as defined below). We generate product revenue primarily from (A) aggregate proceeds received from the sale of vehicles to dealers that were acquired directly from customers, or Sell My Car - Instant Max Cash Offer, or IMCO transactions, and (B) proceeds received from the sale of vehicles that were acquired through arbitration.

For the three months ended March 31, 2025, we generated revenue of $225.2 million, a 4% increase from $215.8 million of revenue for the three months ended March 31, 2024.

For the three months ended March 31, 2025, we generated net income of $39.0 million and Adjusted EBITDA, a non-GAAP measure, of $66.3 million, compared to net income of $21.3 million and Adjusted EBITDA of $50.4 million for the three months ended March 31, 2024.

See below for more information regarding our use and reconciliation of Adjusted EBITDA.

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 marketplace 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 prior periods, including any periods prior to June 30, 2024.

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Monthly Unique Users

For each of our websites (excluding the CarOffer website), 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 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 marketplace revenue depends, in part, on our ability to provide dealers with connections to our users and exposure to our marketplace 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 March 31,
Average Monthly Unique Users	2025		2024(1)
	(in thousands)
U.S.		35,012	N/A
International		10,630	N/A
Total		45,642	N/A

(1) As a result of the change from Google Analytics to GA4, we are unable to provide comparable monthly unique user information for this period.

Monthly Sessions

We define monthly sessions as the number of distinct visits to our websites (excluding the CarOffer website) 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 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 March 31,
Average Monthly Sessions	2025		2024(1)
	(in thousands)
U.S.		85,716	N/A
International		22,225	N/A
Total		107,941	N/A

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(1) As a result of the change from Google Analytics to GA4, we are unable to provide comparable monthly sessions information for this period.

Number of Paying Dealers

We define a paying dealer as a dealer account with an active, paid marketplace 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 marketplace 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 March 31,
Number of Paying Dealers	2025		2024

U.S.		25,153		24,419
International		7,219		6,756
Total		32,372		31,175

Transactions

We define Transactions within the Digital Wholesale segment as the number of vehicles processed from car dealers, consumers, and other marketplaces through the CarOffer website within the defined period. Transactions consists of each unique vehicle (based on vehicle identification number) that reaches “sold and invoiced” status on the CarOffer website within the defined period, including vehicles sold to car dealers, vehicles sold at third-party auctions, vehicles ultimately sold to a different buyer, and vehicles that are returned to their owners without completion of a sale transaction. We exclude vehicles processed within CarOffer’s intra-group trading solution (Group Trade) from the definition of Transactions, and we only count any unique vehicle once even if it reaches sold status multiple times. The Digital Wholesale segment includes Dealer-to-Dealer transactions and IMCO transactions. We view Transactions as a key business metric, and we believe it provides useful information to investors, because it provides insight into growth and revenue for the Digital Wholesale segment. Transactions drive a significant portion of Digital Wholesale segment revenue. We believe growth in Transactions demonstrates consumer and dealer utilization and our market share penetration in the Digital Wholesale segment.


	Three Months Ended March 31,
Transactions	2025		2024
Transactions		5,209		10,302

Quarterly Average Revenue per Subscribing Dealer (QARSD)

We define QARSD, which is measured at the end of a fiscal quarter, as the marketplace revenue primarily from subscriptions to our Listings packages and RPM, our digital advertising suite, and other digital add-on products during that trailing quarter divided by the average number of paying dealers in that marketplace 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. 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 return on investment, or 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.

CarGurus, Inc. 10-Q