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

The awards use an employment-inducement exemption from NYSE shareholder approval requirements.

Rhea-AI Summary

Cars.com (NYSE: CARS) granted restricted stock units covering 373,345 shares on November 5, 2026, to incoming Chief Product Officer Mausam Bhatt.

Bhatt's employment became effective November 2, 2026. The employment-inducement awards were granted under the amended 2025 Inducement Equity Plan. Restricted stock units are awards tied to company shares: 302,457 units vest in three equal installments on the first three grant-date anniversaries, while 70,888 units vest in two equal installments on the first two anniversaries. Each installment requires Bhatt's continued employment through the applicable vesting date.

Positive

• None.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.Restricted stock units covering 373,345 common shares create potential dilution as the employment-inducement awards vest.

News Explained

Cars.com says the 373,345-share inducement award relied on NYSE Rule 303A.08’s employment-inducement exemption from shareholder-approval requirements, so this grant was not subject to that approval requirement.

Key Figures

Total RSUs: 373,345 shares Three-installment RSUs: 302,457 RSUs Two-installment RSUs: 70,888 RSUs

Total RSUs

373,345 shares

Inducement award to the Chief Product Officer

Three-installment RSUs

302,457 RSUs

Vest in three equal installments on the first three grant anniversaries

Two-installment RSUs

70,888 RSUs

Vest in two equal installments on the first two grant anniversaries

Historical Context

1 past event · Latest: Oct 20

1 event

1. Oct 20

   Inducement award

   24h Move

   +3.6%

   Earlier CFO inducement award covered 332,069 RSUs, with three-installment vesting and NYSE exemption.

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") covering an aggregate of 373,345 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, Nov. 8, 2026 /PRNewswire/ -- Cars.com Inc. (NYSE: CARS) ("Cars.com" or the "Company"), today announced that on November 5, 2026, the Company's Compensation Committee granted restricted stock units ("RSUs") covering an aggregate of 373,345 shares of the Company's common stock to Mausam Bhatt as a material inducement to his employment as Chief Product Officer, effective November 2, 2026 (the "Inducement Awards").

The Inducement Awards were granted under the Cars.com Inc. 2025 Inducement Equity Plan, as amended, and consist of (i) 302,457 RSUs that vest in three equal installments on each of the first three anniversaries of the grant date and (ii) 70,888 RSUs that vest in two equal installments on each of the first two anniversaries of the grant date, in each case subject to Mr. Bhatt's continued employment with the Company through each applicable vesting date.

The Inducement Awards were 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.

When do Mausam Bhatt's Cars.com stock awards vest?

302,457 restricted stock units vest in three equal installments on the first three anniversaries of the November 5, 2026 grant date; 70,888 units vest in two equal installments on the first two anniversaries. Each installment depends on Bhatt remaining employed through its vesting date.

Why did Cars.com grant the inducement awards without shareholder approval?

The awards relied on the employment-inducement exemption from shareholder approval requirements under Section 303A.08 of the NYSE Listed Company Manual. They were granted as a material inducement to Mausam Bhatt's employment as Chief Product Officer.