CarGurus Inc-A 2025年季度报告

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period endedSeptember 30,2025OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _________________ to _________________Commission File Number:001-38233 CarGurus, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware04-3843478(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)1001 Boylston Street,16thFloorBoston,Massachusetts02115(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: Indicate by check mark: Tableof Contents PART I.FINANCIAL INFORMATION Item 1.Financial Statements4Unaudited Condensed Consolidated Balance Sheets4Unaudited Condensed Consolidated Income Statements5Unaudited Condensed Consolidated Statements of Comprehensive Income6Unaudited Condensed Consolidated Statements of Stockholders’ Equity7Unaudited Condensed Consolidated Statements of Cash Flows9Notes to Unaudited Condensed Consolidated Financial Statements11Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations34Item 3.Quantitative and Qualitative Disclosures About Market Risk64Item 4.Controls and Procedures65 PART II.OTHER INFORMATION Item 1.Legal Proceedings66Item 1A.Risk Factors66Item 2.Unregistered Sales of Equity Securities and Use of Proceeds68Item 5.Other Information69Item 6.Exhibits70Signatures71 SPECIAL NOTE REGARDING FORWARD‐LOOKINGSTATEMENTS This Quarterly Report on Form 10-Q, or Quarterly Report, contains forward‐looking statements within the meaning ofthe federal securities laws, which statements involve substantial risks and uncertainties. Forward‐looking statementsgenerally relate to future events or our future financial or operating performance. In some cases, you can identifyforward‐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 thoseterms. Forward-looking statements contained in this Quarterly Report include statements about: •our future financial performance, including our expectations regarding our revenue, cost of revenue, grossprofit or gross margin, operating expenses, ability to generate cash flow, and ability to achieve and maintainfuture 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 ourmarketplace network, create synergies for dealers, and become the marketplace for all steps of the vehicleacquisition and sale processes;•our evolution into a data- and intelligence-driven platform that supports dealers across their workflows andempowers consumers throughout their shopping journey;•our ability to successfully implement our plan to wind down CarOffer, LLC, or CarOffer, including the Dealer-to-Dealer and Instant Max Cash Offer products, or the CarOffer Transactions Business, including delays orother problems arising from the activities concerning the intended wind-down;•the expected costs and timing of our plan to wind down CarOffer, including the CarOffer TransactionsBusiness;•ourability to achieve expected organizational efficiencies after the successful wind-down of CarOffer,including the CarOffer Transactions Business;•disruptions in our operations and relationships with dealers, customers, vendors, contractors, and employeesresulting from our plan to wind down CarOffer, including the CarOffer Transactions Business;•our ability to deliver quality leads at a high volume for our dealer customers and to provide the highestreturn on a dealer’s investment;•our expectations for Sell My Car (formerly known as Sell My Car - Top Dealer Offers) as well as our digitalretail 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 carshoppers 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 andofferings;•our ability to realize benefits from our acquisitions and successfully implement the integration strategies inconnection therewith;•impairments of the carrying value of our goodwill or other assets; •our ability to overcome challenges facing the automotive industry ecosystem, including inventory supplyproblems