Cars.com Announces Inducement Award Under NYSE Rule 303A.08

The equity award vests over three years, with each installment dependent on Ziegler’s continued employment.

Rhea-AI Summary

Cars.com (NYSE: CARS) granted Trent Ziegler restricted stock units covering 332,069 shares on October 19, 2026, as an employment inducement. Ziegler joined as Chief Financial Officer-Designate and becomes Chief Financial Officer on November 6, 2026. The units vest in three equal installments on the first three grant anniversaries, subject to continued employment. The award uses the NYSE employment inducement exemption from shareholder approval.

Positive

• None.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.332,069 shares underlying Ziegler’s restricted stock units represent potential dilution as the award vests.

Key Figures

Inducement award: 332,069 shares Vesting schedule: 3 equal installments

Inducement award

332,069 shares

Restricted stock units granted to the CFO-designate

Vesting schedule

3 equal installments

On each of the first three grant-date anniversaries, subject to continued employment

Historical Context

1 past event · Latest: Sep 30

1 event

1. Sep 30

   CFO transition

   24h Move

   -2.6%

   Disclosed Ziegler's RSU target value and annual vesting over three years.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

restricted stock units, employment inducement exemption

2 terms

restricted stock units financial

"granted restricted stock units ("RSUs") for 332,069 shares"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

employment inducement exemption regulatory

"reliance on the employment inducement exemption from the NYSE's shareholder approval requirements"

An employment inducement exemption is a regulatory allowance that lets a public company grant stock or option awards to a new hire without getting prior shareholder approval, provided the awards are given solely to attract or retain that employee and meet specific limits and rules. Investors care because these one-off grants increase the total number of shares available and can dilute existing ownership and earnings per share, much like adding more slices to an already shared pie.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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CHICAGO, Oct. 20, 2026 /PRNewswire/ -- Cars.com Inc. (NYSE: CARS) ("Cars.com" or the "Company"), today announced that on October 19, 2026, the Company's Compensation Committee granted restricted stock units ("RSUs") for 332,069 shares of the Company's common stock to Trent Ziegler as a material inducement to his employment as Chief Financial Officer-Designate on October 19, 2026 (the "Inducement Award"). Mr. Ziegler will become Chief Financial Officer effective November 6, 2026.

The Inducement Award was granted under the Cars.com Inc. 2025 Inducement Equity Plan. The RSUs will vest in three equal installments on each of the first three anniversaries of the grant date, subject to Mr. Ziegler's continued employment with the Company through each applicable vesting date.

The Inducement Award was granted in reliance on the employment inducement exemption from the NYSE's shareholder approval requirements under Section 303A.08 of the NYSE Listed Company Manual. The Company is issuing this press release in accordance with Section 303A.08.

About Cars.com

Cars.com (NYSE: CARS) is a leading marketplace for automotive sales. For over 25 years, we've combined the most reviews in the industry, straight answers, and tools that cut through the noise to help shoppers make confident car decisions. Our scaled marketplace paired with interconnected technology, data, and media gives dealers and OEMs everything they need to sell more cars. Learn more at Cars.com.

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SOURCE Cars.com Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many restricted stock units did Cars.com grant Trent Ziegler, and when do they vest?

Cars.com granted restricted stock units covering 332,069 shares on October 19, 2026. They vest in three equal installments on the first three anniversaries of that date, subject to Ziegler’s continued employment through each applicable vesting date.

When does Trent Ziegler become Cars.com’s Chief Financial Officer?

Trent Ziegler becomes Cars.com’s Chief Financial Officer effective November 6, 2026. He joined as Chief Financial Officer-Designate on October 19, 2026.