CarGurus (CARG) 8-K/A Results of Operations and Financial Condition

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2019

CarGurus, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38233	04-3843478
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2 Canal Park, 4th Floor

Cambridge, Massachusetts 02141

(Address of principal executive offices)

(zip code)

Registrant’s telephone number, including area code:617-354-0068

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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

Title of each class	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 Rule12b-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.  ☐

Explanatory Note

This Form8-K/A is filed as an amendment (“Amendment No. 1”) to the Current Report on Form8-K filed on June 11, 2019 (the “Original Form8-K”) by CarGurus, Inc. (the “Company”), solely to correct errors on slides 85 and 90 of the Company’s Investor Day presentation materials furnished as Exhibit 99.1 thereto (the “Exhibit”). As previously furnished, (i) slide 85 of the Exhibit reflected incorrect data in the chart captioned “UK Paying Dealers” and (ii) slide 90 of the Exhibit reflected an incorrect year-over-year growth rate in the chart captioned “Significant Revenue Scale and Momentum,” each of which has been corrected on Exhibit 99.1 to this Amendment No. 1. No other changes have been made to the Original Form8-K.

Item 2.02 Results of Operations and Financial Condition.

On June 11, 2019, in connection with Investor Day (defined below), CarGurus, Inc. (the “Company”) will provide historical financial information by segment on its two primary revenue sources, marketplace subscription revenue and advertising and other revenue. The Company’s two reportable segments are United States and International. The Company has historically only reported its total revenue within these two segments. In connection with Investor Day, however, the Company will provide data on each of its marketplace subscription revenue and advertising and other revenue within each of its United States and International segments for the historical periods indicated in the Investor Day presentation materials. The Investor Day presentation materials, furnished as Exhibit 99.1 to this Current Report onForm 8-K, are hereby incorporated by reference into this Item 2.02.

The information in this Item 2.02 and in Exhibit 99.1 hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

On June 11, 2019, the Company is hosting an Investor Day conference in Cambridge, MA (“Investor Day”). The Investor Day presentation materials are furnished as Exhibit 99.1 to this Current Report onForm 8-K and will be available on the “Investor Relations” section of the Company’s website,https://investors.cargurus.com. The Company also expects to use the Investor Day presentation materials, in whole or in part, and possibly with modifications, from time to time after the Investor Day conference in connection with presentations to potential investors, industry analysts and others.

The information in this Item 7.01 and in Exhibit 99.1 hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Investor Day Presentation Materials (June 11, 2019), furnished hereto.

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 hereunto duly authorized.

Date: June 11, 2019	CARGURUS, INC.
	/s/ Kathleen B. Patton
	Name: Kathleen B. Patton Title: General Counsel and Secretary