UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): February 20, 2025~~1934

Date of Report (Date of earliest event reported): February 21, 2025

LOGO

CarGurus, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	~~001-38233~~	04001-~~3843478~~38233	04-3843478
(State or Other Jurisdictionof Incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification No.)

1001 Boylston Street, 16th ~~FloorBoston, Massachusetts 02115 (Address of Principal Executive Offices) (Zip Code)~~Floor

Boston, Massachusetts 02115

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 354-0068

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~TradingSymbol~~Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share		CARG		The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 25.02 ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On(b) Effective ~~February 20~~March 7, 2025, ~~CarGurus,~~Elisa ~~Inc.~~Palazzo ~~(the~~will ~~“Company”)~~step ~~announced~~down ~~its~~as ~~financial results for~~ the ~~quarter~~Chief ~~and~~Financial ~~year~~Officer ~~ended~~of ~~December 31~~CarGurus, ~~2024~~Inc. ~~The full text of~~ (the ~~press release issued by the~~ “Company ~~in connection with the announcement is furnished as Exhibit 99~~”).1 ~~to this Current Report on Form 8-K.~~

~~The~~(c) On ~~press~~February 21, ~~release~~2025, ~~attached as Exhibit 99.1 hereto is being furnished pursuant to Item 2.02 of this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities~~Company ~~Exchange~~designated ~~Act~~Jason ~~of 1934~~Trevisan, asthe ~~amended~~Company’s ~~(the~~Chief ~~“Exchange~~Executive ~~Act”)~~Officer, ~~or otherwise subject~~ to ~~the~~serve ~~liabilities~~as ofits ~~that~~principal ~~Section,~~financial ~~nor~~officer ~~shall~~and itprincipal beaccounting ~~deemed~~officer ~~incorporated~~effective byupon ~~reference~~Ms. Palazzo’s indeparture ~~any~~on ~~filing under the Securities Act of 1933~~March 7, ~~as amended~~2025, orand ~~the~~until ~~Exchange~~such ~~Act,~~time ~~except~~that asthe ~~expressly~~Company ~~set~~appoints ~~forth~~a bysuccessor ~~specific~~Chief ~~reference~~Financial ~~in such filing~~Officer.

In satisfaction of the disclosure required under Items 401(b), (d) and (e) of Regulation S-K (“Regulation S-K”) under the Securities Act of 1933, as amended, the information concerning Mr. Trevisan set forth under the heading “Information about our Executive Officers” in Part I, Item 91 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the U.~~01 Financial~~S. ~~Statements~~Securities and ~~Exhibits~~Exchange Commission on February 20, 2025, is incorporated by reference herein. Since the beginning of the Company’s last fiscal year, the Company has not engaged in any transaction in which Mr. Trevisan had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.

(d) Exhibits.

ExhibitNo.		Description
99.1		Press Release of CarGurus, Inc., dated February 20, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements 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.~~		CARGURUS, INC.
Date: February 20, 2025	By:	/s/ Jason Trevisan
Date: February 24, 2025			By:	/s/ Jason Trevisan
		~~Name: Jason Trevisan~~		Name: Jason Trevisan
		~~Title: Chief Executive Officer~~		Title: Chief Executive Officer

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