CarGurus Inc
For the period ended Dec 31, 2023. Filed Feb 26, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 26, 2024
CARG$34.55+2.4%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
EXHIBIT INDEX
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| ExhibitNumber | Exhibit Description | Form | FileNumber | Filing Date | ExhibitNumber | Filed or FurnishedHerewith |
| 2.1 | Membership Interest Purchase Agreement dated as of December 9, 2020, as amended, by and among the Registrant, CarOffer, LLC, CarOffer Investors Holding, LLC (“TopCo”), the Members of TopCo and Bruce T. Thompson. | 10-K | 001-38233 | February 12, 2021 | 2.1 | |
| 2.2 | Membership Interest Purchase Agreement, dated November 6, 2023, by and among CarGurus, Inc., CarOffer, LLC, CarOffer Investors Holding, LLC, CarOffer MidCo, LLC, each of the persons set forth on Schedule 1.1(a) thereto, and Bruce T. Thompson.* | 8-K | 001-38233 | November 7, 2023 | 2.1 | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Registrant. | 8-K | 001-38233 | October 16, 2017 | 3.1 | |
| 3.2 | Second Amended and Restated Bylaws of the Registrant. | 8-K | 001-38233 | August 4, 2023 | 3.1 | |
| 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. | X | ||||
| 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 2006 Equity Incentive Plan. | S-1 | 333-220495 | September 15, 2017 | 10.2 | |
| 10.3# | Amended and Restated 2015 Equity Incentive Plan and forms of agreements thereunder. | S-1/A | 333-220495 | September 29, 2017 | 10.3 | |
| 10.4# | Omnibus Incentive Compensation Plan and forms of agreements thereunder. | 10-K | 001-38233 | February 12, 2021 | 10.4 | |
| 10.4.1# | Form of Executive Nonqualified Stock Option Grant Agreement. | 10-K | 001-38233 | February 12, 2021 | 10.4.1 | |
| 10.4.2# | Form of Executive Time-Based Restricted Stock Unit Agreement. | 10-Q | 001-38233 | May 3, 2018 | 10.3 | |
| 10.4.3# | Form of Executive Performance-Based Restricted Stock Unit Agreement. | 10-K | 001-38233 | February 12, 2021 | 10.4.3 | |
| 10.4.4# | Form of Amendment to Performance Restricted Stock Unit Agreement. | 10-K | 001-38233 | February 25, 2022 | 10.31 | |
| 10.4.5# | Form of Non-Employee Director Restricted Stock Unit Agreement. | 8-K | 001-38233 | March 26, 2018 | 10.1 | |
| 10.5# | CarGurus, Inc. Annual Incentive Plan. | 8-K/A | 001-38233 | April 6, 2018 | 10.1 | |
| 10.6# | Offer Letter, dated March 17, 2006, by and between the Registrant and Langley Steinert. | S-1 | 333-220495 | September 15, 2017 | 10.5 | |
| 10.7# | Offer Letter, dated August 10, 2015, by and between the Registrant and Jason Trevisan. | S-1 | 333-220495 | September 15, 2017 | 10.6 | |
| 10.8# | Offer Letter, dated October 24, 2014, by and between the Registrant and Samuel Zales. | S-1 | 333-220495 | September 15, 2017 | 10.7 | |
| 10.9# | Offer Letter, dated October 16, 2023, by and between the Registrant and Elisa Palazzo. | 8-K | 001-38233 | October 30, 2023 | 10.1 | |
| 10.10# | Relocation Repayment Agreement, dated October 16, 2023, by and between the Registrant and Elisa Palazzo. | 8-K | 001-38233 | October 30, 2023 | 10.2 |
| 10.11# | Offer Letter, dated January 17, 2020, by and between the Registrant and Andrea Eldridge. | 10-Q | 001-38233 | May 9, 2022 | 10.2 |
| 10.12# | Offer Letter, dated November 15, 2021, by and between the Registrant and Dafna Sarnoff. | 10-Q | 001-38233 | May 9, 2022 | 10.3 |
| 10.13# | Offer Letter, dated December 1, 2021, by and between the Registrant and Matthew Quinn. | 10-Q | 001-38233 | May 9, 2023 | 10.1 |
| 10.14# | Offer Letter, dated November 18, 2016, by and between the Registrant and Thomas Caputo. | 10-K | 001-38233 | February 28, 2019 | 10.8 |
| 10.15# | Separation Agreement, dated May 30, 2023, between the Registrant and Thomas Caputo. | 10-Q | 001-38233 | August 9, 2023 | 10.1 |
| 10.16# | Offer Letter, dated December 4, 2015, by and between the Registrant and Scot Fredo. | 10-K | 001-38233 | February 12, 2021 | 10.10 |
| 10.17 | Lease, dated as of October 8, 2014, by and between the Registrant and BCSP Cambridge Two Property LLC. | S-1 | 333-220495 | September 15, 2017 | 10.8 |
| 10.18 | First Amendment to Lease, dated as of October 27, 2015, between BCSP Cambridge Two Property LLC and the Registrant. | 10-Q | 001-38233 | November 5, 2020 | 10.2 |
| 10.19 | Second Amendment to Lease, dated as of September 28, 2020, between Two Canal Park Massachusetts, LLC, as successor-in-interest to BCSP Cambridge Two Property LLC, and the Registrant. | 10-Q | 001-38233 | November 5, 2020 | 10.3 |
| 10.20 | Office Lease Agreement, dated as of March 11, 2016, by and between 55 Cambridge Parkway, LLC and the Registrant. | S-1 | 333-220495 | September 15, 2017 | 10.9 |
| 10.21 | First Amendment to Lease, dated as of July 30, 2016 by and between 55 Cambridge Parkway, LLC and the Registrant. | S-1 | 333-220495 | September 15, 2017 | 10.10 |
| 10.22 | Second Amendment to Lease, dated as of August 30, 2019 by and between 55 Cambridge Parkway, LLC and the Registrant. | 10-Q | 001-38233 | November 5, 2019 | 10.1 |
| 10.23 | Third Amendment to Lease, dated as of July 1, 2020, between 55 Cambridge Parkway, LLC and the Registrant. | 10-Q | 001-38233 | November 5, 2020 | 10.1 |
| 10.24 | 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 |
| 10.25 | 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 |
| 10.26 | 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 |
| 10.27 | Sublease, dated October 6, 2021, by and between the Registrant and HubSpot, Inc. | 10-K | 001-38233 | February 25, 2022 | 10.29 |
| 10.28 | First Amendment to Sublease, dated July 31, 2022, by and between the Registrant and HubSpot, Inc. | 10-Q | 001-38233 | November 8, 2022 | 10.2 |
| 10.29 | Sublease, dated December 23, 2021, by and between the Registrant and Amylyx Pharmaceuticals, Inc. | 10-K | 001-38233 | February 25, 2022 | 10.30 |
| 10.30 | First Amendment to Sublease, dated March 23, 2022, by and between the Registrant and Amylyx Pharmaceuticals, Inc. | 10-Q | 001-38233 | May 9, 2022 | 10.1 | |
| 10.31 | Office Lease Agreement, dated April 28, 2022, by and between FSP Addison Circle Limited Partnership and CarOffer, LLC.* | X | ||||
| 10.32 | First Amendment to Office Lease Agreement, dated November 1, 2023, by and between FSP Addison Circle Limited Partnership and CarOffer, LLC. | X | ||||
| 10.33 | Third Amended and Restated Limited Liability Company Agreement, dated November 23, 2021, by and among the Registrant, TopCo, the Members of TopCo, and CarOffer MidCo, LLC. | 10-K | 001-38233 | February 25, 2022 | 10.27 | |
| 10.34 | Corrective Amendment, dated May 6, 2022, to Third Amended and Restated Limited Liability Company Agreement of CarOffer, LLC, dated November 23, 2021, by and among the Registrant, CarOffer, LLC, TopCo, and CarOffer Midco, LLC | 10-Q | 001-38233 | May 9, 2022 | 10.5 | |
| 10.35 | 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 | |
| 21.1 | List of Subsidiaries of the Registrant. | X | ||||
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | X | ||||
| 31.1 | Certification of Principal Executive 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 | ||||
| 31.2 | Certification of 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 | ||||
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 97.1 | CarGurus, Inc. Compensation Clawback Policy. | X | ||||
| 101.INS | Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. | X | ||||
| 104 | The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 has been formatted in Inline XBRL. | X |
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