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CARG on Nasdaq

CarGurus

Logo: cargurus.com5

Car shopping and research website based in Cambridge, Massachusetts

CarGurus, Inc. is a Boston-based automotive research and shopping website operating in the U.S., U.K., and Canada that assists consumers and auto dealers in comparing local listings for used and new cars and contacting sellers. Its platform provides vehicle listings, pricing, pricing and dealer information, and tools for researching and financing vehicle purchases.3 It was founded by Langley Steinert.1 Wikipedia text CC BY-SA 4.0

Price unavailable

Last updated Oct 21, 2026.

Overview

$907.0MRevenue, fiscal 20256
$155.9MNet income, fiscal 20256
Nov 2005Founded1

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  • TickerCARG on Nasdaq1
  • IndustryServices-Computer Processing & Data Preparation1
  • HeadquartersCambridge1
  • Websitewww.cargurus.com
  • Legal formDelaware corporation1
  • Incorporated inDE7
  • Business address1001 Boylston Street, 16Th Floor, Boston, Ma 021157
  • Filer categoryLarge accelerated filer7
  • LEI54930027BKQN6B7X7G784
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O The Corporation Trust Company, 19801 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 57748124

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CarGurus (54959751107)
Photo: ajay_suresh, CC BY 4.0, via Wikimedia Commons10

CarGurus, Inc. is a Boston-based automotive research and shopping website operating in the U.S., U.K., and Canada that assists consumers and auto dealers in comparing local listings for used and new cars and contacting sellers. Its platform provides vehicle listings, pricing, pricing and dealer information, and tools for researching and financing vehicle purchases.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

92.8%Gross margin6
27.0%Operating margin6
17.2%Net margin6
13.7%Revenue growth, 20256
41.7%Return on equity6
0.00×Debt to equity6
$288.9MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Regions

United States brought in 91% of the revenue CarGurus broke down this way in fiscal 2025.

  1. United States$827.3M691%up 13% from 2024
  2. Outside the United States$79.7M69%up 27% from 2024
Regions by year
Regions202320242025
United States$647.5M$735.1M$827.3M
Outside the United States$51.0M$62.9M$79.7M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue7¢$65.5M
  • Research and development15¢$138.3M
  • Other costs54¢$491.2M
  • Income tax6¢$56.1M
  • Profit17¢$155.9M

Out of $907.0M in revenue.6

Where each dollar of operating cash went, fiscal 2025

  • Capital spending2¢$6.4M
  • Share buybacks98¢$351.9M

Out of $295.3M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue11121314156$907.0M in 2025+100% since 2018
0$500.0M$1.0B$1.5B$2.0B2018: $454.1M$454.1M20182019: $588.9M$588.9M2019+30%2020: $551.5M$551.5M2020−6%2021: $951.4M$951.4M2021+73%2022: $1.7B$1.7B2022+74%2023: $698.4M$698.4M2023−58%2024: $798.0M$798.0M2024+14%2025: $907.0M$907.0M2025+14%
Gross profit11121314156$841.5M in 2025+96% since 2018
0$250.0M$500.0M$750.0M$1.0B2018: $429.3M$429.3M20182019: $552.6M$552.6M2019+29%2020: $508.7M$508.7M2020−8%2021: $657.4M$657.4M2021+29%2022: $657.6M$657.6M2022+0%2023: $636.6M$636.6M2023−3%2024: $727.7M$727.7M2024+14%2025: $841.5M$841.5M2025+16%
Operating income11121314156$244.4M in 2025+954% since 2018
0$100.0M$200.0M$300.0M2018: $23.2M$23.2M20182019: $34.3M$34.3M2019+48%2020: $97.8M$97.8M2020+185%2021: $148.3M$148.3M2021+52%2022: $108.5M$108.5M2022−27%2023: $120.3M$120.3M2023+11%2024: $157.1M$157.1M2024+31%2025: $244.4M$244.4M2025+56%
Net income11121314156$155.9M in 2025+139% since 2018
0$50.0M$100.0M$150.0M$200.0M2018: $65.2M$65.2M20182019: $42.1M$42.1M2019−35%2020: $77.6M$77.6M2020+84%2021: $109.2M$109.2M2021+41%2022: $84.4M$84.4M2022−23%2023: $36.9M$36.9M2023−56%2024: $21.0M$21.0M2024−43%2025: $155.9M$155.9M2025+643%

Every line of the income statement as filed: the last 3 fiscal years (annual) or 8 quarters (quarterly), latest first.6

Period ending2025-12-312024-12-312023-12-31
Revenue$907.0M$798.0M$698.4M
Cost of revenue$65.5M$70.3M$61.8M
Gross profit$841.5M$727.7M$636.6M
Sales and marketing$340.9M$307.4M$277.8M
Product, technology, and development$138.3M$139.0M$136.8M
General and administrative$101.4M$103.2M$95.0M
Impairment$499.0K$11.8M$0
Depreciation and amortization$16.0M$9.1M$6.7M
Total operating expenses$597.1M$570.5M$516.3M
Income from continuing operations$244.4M$157.1M$120.3M
Interest income$9.2M$12.2M$18.4M
Other (expense) income, net-$762.0K-$957.0K$364.0K
Total other income, net$8.4M$11.2M$18.8M
Income from continuing operations before income taxes$252.8M$168.4M$139.1M
Provision for income taxes$56.1M$39.6M$46.7M
Net income from continuing operations$196.7M$128.7M$92.4M
Net loss from discontinued operations, net of tax benefits-$40.8M-$107.8M-$70.4M
Consolidated net income$155.9M$21.0M$22.1M
Net loss attributable to redeemable noncontrolling interest$0$0-$14.9M
Net income attributable to CarGurus, Inc.$155.9M$21.0M$36.9M
Deemed dividend on redemption of noncontrolling interest$0$0$5.8M
Net income attributable to common stockholders$155.9M$21.0M$31.1M
Continuing operations$2$1$1
Consolidated$1.58$0.20$0.27
Continuing operations$2$1$1
Consolidated$1.55$0.20$0.19
Basic98.8M shares104.5M shares113.2M shares
Diluted100.4M shares106.3M shares114.2M shares
Depreciation and amortization expense$9.3M$8.5M$6.9M
Impairment of other assets$0$9.8M

Compare CarGurus with another company

Corporate structure

CarGurus sits at the top of its group. 2 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of CarGurus

  • CarGurus Cambridge, Massachusetts, United States
    • CarGurus Canada, Inc., a company incorporated under the laws of the Province of Subsidiary · British Columbia, Canada

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What CarGurus reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$192.9M6 Dec 31, 2025$173.9M6 Dec 31, 2024+10.9%
Accumulated depreciation$60.0M6 Dec 31, 2025$49.5M6 Dec 31, 2024+21.1%
Property and equipment, net$133.0M6 Dec 31, 2025$124.4M6 Dec 31, 2024+6.9%
Operating-lease assets (leased space)$115.5M6 Dec 31, 2025$121.5M6 Dec 31, 2024−4.9%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$190.5M6 Dec 31, 2025$304.2M6 Dec 31, 2024−37.4%
Marketable securities, current$015 Dec 31, 2024$20.7M15 Dec 31, 2023−100.0%
Equity securities at fair value$015 Dec 31, 2024$015 Dec 31, 2022

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$28.4M6 Dec 31, 2025$26.6M6 Dec 31, 2024+6.8%
Finite-lived intangibles, gross$9.2M6 Dec 31, 2025$12.4M6 Dec 31, 2024−26.1%
Accumulated amortization$5.9M6 Dec 31, 2025$8.4M6 Dec 31, 2024−29.5%
Finite-lived intangibles, net$3.3M6 Dec 31, 2025$4.0M6 Dec 31, 2024−19.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$338.0K15 Dec 31, 2024$331.0K15 Dec 31, 2023+2.1%

Properties, in its own words

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 2 of the 10-K filed Feb 19, 2026.20

The story

Founded by Langley Steinert on Nov 2005.1

CarGurus was founded in 2006 by Langley Steinert, a co-founder of TripAdvisor. Langley Steinert served as the company's chief executive officer until January 2021, when he became executive chair and was succeeded as CEO by Jason Trevisan, the company's former chief financial officer. The company began as an automotive community blog where consumers could post reviews and questions about local dealers, shops, and types of cars. Dealers expressed interest in advertising on the site, and the company changed its business strategy to connect dealers and consumers by putting inventory on the site along with "Deal Ratings" to help shoppers understand if they were getting a good deal.

From 2009 to 2011, the company's visitor traffic increased from 9 million per month to 21 million per month. Today, CarGurus is one of the most visited automotive shopping websites in the United States, with over 40 million monthly visitors.

From Wikipedia’s article on CarGurus, shared under CC BY-SA 4.0.8

Leadership

Who has led CarGurus, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Langley Steinert2017–2021
  2. Jason Trevisan2021–2023
  3. Zachary Emerson Hallowell2023–now

Chair

  1. Langley Steinert2017–now

President

  1. Langley Steinert2017–2019
  2. Samuel Zales2019–now

Chief financial officer

  1. Jason Trevisan2017–2021
  2. Scot Christopher Fredo2021–2022
  3. Elisa Palazzo2023–2025

Chief operating officer

  1. Samuel Zales2017–now
2010201520202025
Board members and other officers (23)

Products and brands

CarGurus is an automotive research and shopping website that assists users in comparing local listings for used and new cars and contacting dealerships. CarGurus uses algorithms to analyze and compare prices and features on cars for sale. Users can search for specific cars in their local area and compare listings by price, features, and dealership reputation. The company operates websites in the United States, Canada, the United Kingdom.

CarGurus was privately owned until its $150 million IPO on October 12, 2017; its board of directors includes Steve Kaufer, co-founder and former CEO of TripAdvisor; Greg Schwartz, President Media and Marketplace of Zillow; Steve Conine, Co-founder of Wayfair; Lori Hickok, former EVP, Chief Financial and Development Officer for Scripps Networks Interactive; and Manik Gupta, Corporate VP, Microsoft Teams at Microsoft Corporation.

In 2018, CarGurus purchased the UK website and forum PistonHeads for an undisclosed amount.

In 2019, CarGurus announced a partnership with Capital One Auto Financing to integrate vehicle financing prequalifications into its online marketplace for participating dealerships. In 2024, they furthered their partnership with services from Chase Auto.

Read the full text

In 2020, CarGurus purchased US auto listings site Autolist and purchased a 51% stake in wholesale vehicle platform CarOffer, subsequently acquiring the remaining stake in 2023. At the end of 2025, CarGurus completed a wind-down of CarOffer, removing a long-standing drag on profitability. Full-year 2025 gross profit hit $841.5 million.

From Wikipedia’s article on CarGurus, shared under CC BY-SA 4.0.8

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • CarGurus Canada, Inc., a company incorporated under the laws of the Province of British Columbia9

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Cargurus LLCJul 14, 2010 to Jul 14, 20107

Timeline

  1. Sep 3, 20268-K Executive or director change; Regulation FD disclosure51
  2. Aug 6, 20268-K Entered a material agreement; Results of operations52
  3. Jun 4, 20268-K Shareholder vote53
  4. May 7, 20268-K Results of operations54
  5. Feb 19, 20268-K Results of operations55
  6. Nov 6, 20258-K Results of operations56
  7. Aug 7, 20258-K Results of operations; Exit or restructuring costs57
  8. Jun 5, 20258-K Shareholder vote58
  9. May 8, 20258-K Results of operations59
  10. Feb 24, 20258-K Executive or director change60
  11. Feb 20, 20258-K Results of operations61
  12. Nov 7, 20248-K Results of operations62
  13. Dec 4, 2023New chief executive Zachary Emerson Hallowell becomes CEO21
  14. Feb 12, 2021New chief executive Jason Trevisan becomes CEO22
  15. Oct 12, 2017Went public Listed on NASDAQ1
  16. Oct 11, 2017New chief executive Langley Steinert becomes CEO23
  17. Nov 2005Founded Founded1

Calendar

Coming up

  1. Nov 5, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported $0.48 a share, on Nov 6, 2025.63

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results52
  2. May 7, 2026Reported quarterly or annual results54
  3. Feb 19, 2026Reported quarterly or annual results55
  4. Nov 6, 2025Reported quarterly or annual results56
  5. Aug 7, 2025Reported quarterly or annual results57
  6. May 8, 2025Reported quarterly or annual results59
  7. Feb 20, 2025Reported quarterly or annual results61
  8. Nov 7, 2024Reported quarterly or annual results62

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

680 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 39 major events, 434 insider forms, 44 large holders, 143 other. The latest 20:

  1. Oct 15, 2026144 EDGAR
  2. Oct 6, 20264 PRIMARY DOCUMENT EDGAR
  3. Oct 6, 20264 PRIMARY DOCUMENT EDGAR
  4. Oct 5, 20264 PRIMARY DOCUMENT EDGAR
  5. Oct 5, 20264 PRIMARY DOCUMENT EDGAR
  6. Oct 5, 20264 PRIMARY DOCUMENT EDGAR
  7. Oct 5, 20264 PRIMARY DOCUMENT EDGAR
  8. Oct 5, 20264 PRIMARY DOCUMENT EDGAR
  9. Oct 5, 20264 PRIMARY DOCUMENT EDGAR
  10. Oct 5, 20264 PRIMARY DOCUMENT EDGAR
  11. Oct 2, 2026144 EDGAR
  12. Oct 2, 2026144 EDGAR
  13. Oct 2, 2026144 EDGAR
  14. Oct 2, 20264 PRIMARY DOCUMENT EDGAR
  15. Sep 17, 20264 PRIMARY DOCUMENT EDGAR
  16. Sep 15, 2026144 EDGAR
  17. Sep 3, 20268-K EDGAR
  18. Aug 31, 20264 PRIMARY DOCUMENT EDGAR
  19. Aug 28, 2026144 EDGAR
  20. Aug 18, 20264 PRIMARY DOCUMENT EDGAR

The 680 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

232 open-market trades by officers, directors and large owners since October 2021: 1 buys and 231 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 15, 2026Zales SamuelCOO and PresidentSale10,000$34.62$346.2KForm 4
Aug 28, 2026Zales SamuelCOO and PresidentSale10,000$36.50$365.0KForm 4
Aug 14, 2026Elshareef IsmailChief Product OfficerSale8,957$38.00$340.4KForm 4
Aug 13, 2026Sarnoff DafnaChief Marketing OfficerSale17,151$37.00$634.6KForm 4
Aug 12, 2026Schwartz Greg MDirectorSale10,000$36.07$360.7KForm 4
Aug 7, 2026Trevisan JasonChief Executive OfficerSale1,100$41.06$45.2KForm 4
Aug 3, 2026Zamora JavierGeneral Counsel and SecretarySale6,205$37.08$230.1KForm 4
Jul 2, 2026Zamora JavierGeneral Counsel and SecretarySale3,533$36.06$127.4KForm 4
Jul 2, 2026Quinn Matthew ToddChief Technology OfficerSale3,824$35.03$134.0KForm 4
Jul 2, 2026Hanson Jennifer LaddChief People OfficerSale567$35.03$19.9KForm 4
Jul 1, 2026Hanson Jennifer LaddChief People OfficerSale2,499$34.56$86.4KForm 4
Jun 29, 2026Zamora JavierGeneral Counsel and SecretarySale3,532$34.08$120.4KForm 4
Jun 26, 2026Zamora JavierGeneral Counsel and SecretarySale3,532$32.63$115.3KForm 4
Jun 1, 2026Zamora JavierGeneral Counsel and SecretarySale8,072$29.53$238.4KForm 4
Apr 2, 2026Sarnoff DafnaChief Marketing OfficerSale5,445$33.04$179.9KForm 4
Apr 2, 2026Quinn Matthew ToddChief Technology OfficerSale4,341$33.04$143.4KForm 4
Apr 2, 2026Hanson Jennifer LaddChief People OfficerSale567$33.04$18.7KForm 4
Mar 31, 2026Hanson Jennifer LaddChief People OfficerSale2,499$35.61$89.0KForm 4
Mar 3, 2026Kaufer StephenDirectorBuy30,766$32.50$999.9KForm 4
Feb 2, 2026Elshareef IsmailChief Product OfficerSale1,645$32.21$53.0KForm 4

All 232 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Jason Trevisan$647.5K$7.9M76
2025Samuel Zales$561.2K$5.3M76
2025Langley Steinert$10.0K$2.5M76
2025Matthew Quinn$417.5K$2.1M76
2025Elisa Palazzo$389.0K76
2024Chief Executive Officer and interim$610.0K$7.8M76
2024President and Chief Operating Officer$543.8K$4.9M76
2024Chief Technology Officer$402.5K$2.8M76
2024Executive Chair$10.0K$2.5M76
2024Former Chief Financial Officer and$390.0K$774.7K76
2023Principal Financial OfficerPrincipal Accounting Officer, and Treasurer$565.0K$3.8M76
2023Chief Technology Officer$369.5K$2.6M76
2023Executive Chair$10.0K$2.5M76
2023Treasurer$31.0K$2.1M76

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.11,803,358$402.4M0.0%−209,237
Vanguard Portfolio Management LLC4,715,273$160.7M0.0%+80,572
Vanguard Capital Management LLC3,302,216$112.6M0.0%−194,860
Wellington Management Group Llp3,255,283$111.0M0.0%−2,690,687
Manufacturers Life Insurance Company, The3,110,647$106.0M0.1%+1,413,801
State Street Corp3,021,044$103.0M0.0%−73,478
Prevatt Capital Ltd2,575,000$87.8M19.0%+100,000
Orbis Allan Gray Ltd2,407,398$82.1M0.3%+74,139
Geode Capital Management, LLC2,093,962$71.4M0.0%−7,074
Congress Asset Management Co1,976,348$67.4M0.4%−134,189
Dimensional Fund Advisors LP1,822,639$62.1M0.0%+35,191
Boston Partners1,705,214$58.1M0.1%+51,713
Morgan Stanley1,573,354$53.6M0.0%+207,712
Invesco Ltd.1,319,331$45.0M0.0%+30,575
Fort Washington Investment Advisors Inc /oh/1,069,080$36.4M0.2%−41,151
Charles Schwab Investment Management Inc1,058,779$36.1M0.0%−7,595
Jacobs Levy Equity Management, Inc943,303$32.2M0.1%+96,446
Goldman Sachs Group Inc919,306$31.3M0.0%+136,146
Alta Fox Capital Management, LLC843,546$28.8M5.8%−743,800
Ameriprise Financial Inc826,385$28.2M0.0%−308,694
Northern Trust Corp823,662$28.1M0.0%+8,798
Arrowstreet Capital, Limited Partnership793,696$27.1M0.0%−683,749
Nuveen, LLC730,183$24.9M0.0%+259,862
Renaissance Technologies LLC673,827$23.0M0.0%+330,100
Federated Hermes, Inc.647,021$22.1M0.0%+7,288

13F reports cover disclosed long positions in U.S. stocks only.

Members of Congress who traded it

4 trades disclosed by members of Congress. “Vs S&P since” is the stock’s change since the trade minus the S&P 500’s.

DateMemberTradeAmountVs S&P sinceFiling
Apr 12, 2023John W. HickenlooperDemocratic, SenateSale$1,001 - $15,000+18.1%Report
Nov 22, 2022Lois FrankelDemocratic, HouseSale$1,001 - $15,000−29.7%Report
Sep 20, 2022Lois FrankelDemocratic, HousePartial sale$1,001 - $15,000+3.0%Report
Feb 12, 2021John W. HickenlooperDemocratic, SenateBuy$1,001 - $15,000−102.3%Report

Members report amounts as ranges, not exact figures. Returns are price-only (no dividends).

SEC filer profile

How CarGurus is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCarGurus, Inc.2
  • CIK0001494259
  • Employer ID (EIN)04-384347820
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company20
  • Incorporated inDelaware20
  • Fiscal year endsDecember 312
  • Industry code (SIC)7374 Services-Computer Processing & Data Preparation2
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance2
  • Business address1001 Boylston Street, 16Th Floor, Boston, MA 021152
  • Phone617 354 00682
  • Shares outstanding80,972,897 Common Class A shares; 14,216,250 Common Class B shares as of Feb 12, 202620
  • Public float$1.7B as of Jun 30, 202520
  • AuditorErnst & Young LLP, Boston, Massachusetts PCAOB ID 42; it also attests to the company’s internal control over financial reporting20
  • On EDGAR sinceJul 14, 20102
  • Filings1,703 in all: 4 (1,271), 144 (116), 8-K (77), SC 13G/A (59), 3 (31), 10-Q (27), SC 13G (21), 4/A (12)2
    All 31 form types

    SCHEDULE 13G/A (11), DEFA14A (10), 10-K (9), 3/A (9), DEF 14A (9), CORRESP (8), UPLOAD (5), ARS (4), S-8 (4), 8-K/A (3), D (2), DRS/A (2), DRSLTR (2), SCHEDULE 13G (2), 10-Q/A (1), 424B4 (1), 8-A12B (1), CERTNAS (1), DRS (1), EFFECT (1), PRE 14A (1), S-1 (1), S-1/A (1)

  • Latest filingsAnnual report (10-K) Feb 19, 2026
    Quarterly report (10-Q) Aug 6, 2026
    Proxy statement (DEF 14A) Apr 22, 2026
    Latest 8-K (8-K) Sep 3, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock, par value $0.001 per shareCARGThe Nasdaq Stock Market LLC

From the cover page of the 10-K filed Feb 19, 2026 (Section 12(b) of the Exchange Act).20

Risk factors and legal proceedings

The risks CarGurus names in Item 1A of its 10-K filed Feb 19, 2026: 41 risks under these headings, as written.20

  • 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.
  • If dealers or other advertisers reduce their spending with us, our advertising revenue and business and our financial results would be harmed.
  • 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.
  • 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.
  • 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.
The other 29 risks
  • Failure to adequately protect our intellectual property could harm our business and operating results.
  • We have made and may continue to make acquisitions that could disrupt our operations and harm our operating results.
  • Risks Related to Our Operations
  • We may be unable to halt the operations of websites that aggregate or misappropriate our data.
  • 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.
  • 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.
  • 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 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.
  • 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.
  • We could be subject to adverse changes in tax laws, regulations, and interpretations, plus challenges to our tax positions.
  • 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.
  • Local Motor Vehicle Sales, Advertising and Brokering, and Consumer Protection Laws
  • Federal Laws and Regulations
  • Antitrust and Other Laws
  • 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.
  • 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.
  • 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.
  • 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 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 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.
  • 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.
  • 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 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.
  • Expectations relating to environmental, social, and governance considerations expose us to potential liabilities, increased costs, reputational harm, and other adverse effects on our business.

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.

The opening of Item 3, Legal Proceedings.20

Sources

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