Zales Samuel 4

What Happened
Zales Samuel, Chief Operating Officer and President of CarGurus (CARG), was issued 22,548 restricted stock units (RSUs) and 11,526 shares were withheld/disposed to cover tax withholding. The withheld shares were disposed at $35.14 each for a total of approximately $405,024. The RSUs were reported as acquired at $0.00 because they represent contingent rights to future shares.

Key Details

• Transaction date: July 1, 2026. Withholding/disposition price: $35.14; total value ≈ $405,024. RSU award recorded at $0.00 (contingent shares).
• Shares owned after transaction: Not disclosed in this filing.
• Footnotes: F1 — shares withheld to satisfy tax liability upon RSU vesting. F2 — the 22,548 RSUs are issuable upon settlement; vesting schedule: 37.5% on Oct 1, 2026 and 12.5% each quarter thereafter through Jan 1, 2028; may accelerate on a Change of Control.
• Filing timing: Form 4 filed July 6, 2026 for July 1 transactions (filed five days after the transactions), which appears later than the usual two-business-day deadline for Form 4s.

Context

• The reported sale (disposition) was a tax-withholding event associated with RSU vesting — a routine administrative transaction rather than an open-market sale intended as a liquidity or sentiment signal.
• RSUs are not purchases of stock; they are contingent awards that convert to shares per the vesting schedule. The tax withholding reduces the net shares ultimately received by the insider.