CARG CarGurus Inc

As filed with the Securities and Exchange Commission on February 26, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

CARGURUS, INC.

(Exact name of registrant as specified in its charter)

55 Cambridge Parkway, 6^th Floor

Cambridge, Massachusetts 02142

(Address of principal executive offices) (Zip Code)

Omnibus Incentive Compensation Plan

(Full title of the plan)

Jason Trevisan

Chief Executive Officer

55 Cambridge Parkway, 6^th Floor

Cambridge, Massachusetts 02142

(617) 354-0068

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

PART II

Information Required in the Registration Statement

This Registration Statement on Form S-8 relates to the registration of an additional 3,687,010 shares (the “Shares”) of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), of CarGurus, Inc. (the “Registrant”) to be issued pursuant to certain provisions of the Registrant’s Omnibus Incentive Compensation Plan that provide for an automatic increase in the number of shares of the Class A Common Stock authorized for issuance thereunder. The Shares are securities of the same class and relate to the same employee benefit plan, the Omnibus Incentive Compensation Plan, as that registered pursuant to the Registrant’s registration statements on Form S-8 previously filed with the U.S. Securities and Exchange Commission on October 24, 2017 (File No. 333- 221090), on February  25, 2022 (File No. 333-263031) and on March  1, 2023 (File No. 333- 270169) (collectively, the “Previous Registration Statements”). In accordance with General Instruction E of Form S-8, the contents of the Previous Registration Statements and the contents incorporated by reference therein are hereby incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.

Item 8. Exhibits

A list of exhibits filed herewith is contained in the Exhibit Index that immediately precedes the signature page hereto and is incorporated herein by reference.

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts on this 26^th day of February, 2024.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Trevisan and Elisa Palazzo, and each of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

EXHIBIT 5.1

February 26, 2024

CarGurus, Inc.

55 Cambridge Parkway, 6^th Floor

Cambridge, Massachusetts 02141

Ladies and Gentlemen:

We have acted as counsel to CarGurus, Inc., a Delaware corporation (the “Company”), in connection with the registration on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, of 3,687,010 shares of Class A Common Stock, $0.001 par value per share, of the Company (the “Shares”) under the Company’s Omnibus Incentive Compensation Plan (the “Plan”).

This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company’s charter documents and the corporate proceedings taken by the Company in connection with the establishment and implementation of the Plan. Based on such review, we are of the opinion that, if, as and when the Shares have been issued and sold (and the consideration therefor received) pursuant to the Plan and the individual issuances, grants or awards thereunder, and in accordance with the Registration Statement, such Shares will be duly authorized, legally issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving the opinion set forth in this letter, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the U.S. Securities and Exchange Commission thereunder.

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plan or the Shares.

Very truly yours,

/s/ MORGAN, LEWIS & BOCKIUS LLP

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Omnibus Incentive Compensation Plan of CarGurus, Inc. of our reports dated February 26, 2024, with respect to the consolidated financial statements of CarGurus, Inc. and the effectiveness of internal control over financial reporting of CarGurus, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 26, 2024

EXHIBIT 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

CarGurus, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1 – Newly Registered Securities