Cars Commerce Announces Inducement Awards Under NYSE Listing Rule 303A.08

Rhea-AI Summary

Cars Commerce (NYSE:CARS) announced that on Dec 22, 2025 it granted inducement equity awards to Tobias Hartmann in connection with his hiring as Chief Executive Officer-Designate.

The awards consist of 155,885 performance-based stock units (PSUs) and 233,827 restricted stock units (RSUs), granted under the company's 2025 Inducement Equity Plan and approved by a majority of independent directors.

The RSUs vest ratably over three years; the PSUs vest after a three-year performance period subject to specified stock price targets set by the board. Grants were made relying on the NYSE employment inducement exemption under Rule 303A.08 and are publicly disclosed as required.

Positive

• CEO appointment effective Dec 22, 2025
• Inducement grants total 389,712 shares
• RSUs vest ratably over three years
• PSUs tied to three-year performance targets

Negative

• Full vesting could create 389,712-share dilution

Key Figures

Performance stock units 155,885 shares PSUs granted as inducement award to CEO-Designate

Restricted stock units 233,827 shares RSUs granted as inducement award to CEO-Designate

RSU vesting period 3 years RSUs vest ratably over three years

PSU performance period 3 years PSUs vest over three-year performance period tied to stock price targets

NYSE Rule 303A.08 Inducement awards granted under NYSE Listing Rule 303A.08 exemption

Market Reality Check

Volume Volume 848,263 is at 0.94x the 20-day average 905,069, indicating typical trading activity before this announcement. normal

Technical Shares traded above the 200-day MA, with price $12.83 versus MA $11.80 before the news.

Peers on Argus

While CARS was down 0.54% over the prior session, peers like GRPN (+4.8%) and EVER (+1.97%) showed gains, suggesting this governance-related inducement award news was more stock-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 18	CEO transition	Positive	+0.9%	Named Tobias Hartmann as next CEO with defined transition timeline.
Dec 04	Executive hire	Positive	-2.0%	Appointed new CTO to lead technology platform and AI initiatives.
Nov 20	AI survey insights	Positive	-1.3%	Released survey highlighting growing AI influence on car shopping.
Nov 06	AI product launch	Positive	+6.5%	Launched Carson AI engine with stronger engagement and conversion metrics.
Nov 06	Quarterly earnings	Positive	+6.5%	Reported record Q3 2025 revenue and solid adjusted profitability metrics.

Pattern Detected

CARS has tended to trade positively on major strategic and financial updates, while leadership and AI-related announcements have produced mixed short-term reactions.

Recent Company History

Over recent months, Cars Commerce reported record Q3 2025 revenue with solid profitability and saw a positive stock move on that earnings release and the concurrent AI "Carson" launch. AI-related survey follow-ups and a CTO appointment drew modest negative reactions. The announcement of Tobias Hartmann as next CEO produced a small gain. Today’s inducement equity awards for Hartmann connect directly to this ongoing leadership transition and previously disclosed compensation structure.

Market Pulse Summary

This announcement outlined inducement equity awards for the CEO-Designate under NYSE Rule 303A.08, including performance-based stock units and restricted stock units that vest over multi-year periods tied to share price targets and continued employment. It builds on previously disclosed leadership transition terms. Investors may watch how these incentives influence long-term execution alongside recent technology initiatives, earnings performance, and documented insider selling activity.

Key Terms

performance-based stock unit awards financial

"the Company granted performance-based stock unit awards (the "PSUs")"

Performance-based stock unit awards are promises to give company shares to executives or employees only if the business meets specific targets, such as revenue, profit, or share-price goals. Think of it like a bonus that pays out in stock only when measurable objectives are hit; investors watch these awards because they affect future share supply, signal how management is incentivized, and can influence company performance and shareholder value.

restricted stock units financial

"and restricted stock units (the "RSUs") covering 155,885 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

"granted in reliance on the employment inducement exemption under the NYSE's"

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. Not financial advice.

CHICAGO, Dec. 23, 2025 /PRNewswire/ -- Cars.com Inc. (NYSE: CARS) (d/b/a "Cars Commerce Inc.") ("Cars Commerce" or the "Company"), today announced that on December 22, 2025, the Company granted performance-based stock unit awards (the "PSUs") and restricted stock units (the "RSUs") covering 155,885 shares and 233,827 shares of the Company's common stock, respectively, (the "Inducement Awards") to Tobias Hartmann.  A majority of the independent members of the Company's Board of Directors approved the grant of the Inducement Awards to Mr. Hartmann, which awards were offered as a material inducement to Mr. Hartmann's hiring as Chief Executive Officer-Designate  on December 22, 2025 and made under the Cars.com Inc. 2025 Inducement Equity Plan. The RSUs vest ratably over three years and the PSUs vest over a three-year performance period subject to the achievement of specified stock price targets for the Company's common stock determined by the Board of Directors, in each case, subject to Mr. Hartmann's continued employment with the Company through each vesting date.

The awards were granted in reliance on the employment inducement exemption under the NYSE's Listed Company Manual Rule 303A.08, which requires public announcement of inducement awards. The company is issuing this press release pursuant to Rule 303A.08.

About Cars Commerce
Cars Commerce is an audience-driven technology company empowering the automotive industry. The Company simplifies everything about car buying and selling with powerful products, solutions and AI-driven technologies that span pretail, retail and post-sale activities – enabling more efficient and profitable retail operations. The Cars Commerce platform is organized around industry-leading brands: the flagship automotive marketplace and review site Cars.com, digital retail technology and marketing services from Dealer Inspire, essential trade-in and appraisal technology from AccuTrade, a reputation-based dealer-to-dealer wholesale auction from DealerClub and exclusive in-market media solutions from the Cars Commerce Media Network. Learn more at www.carscommerce.inc.

View original content to download multimedia:https://www.prnewswire.com/news-releases/cars-commerce-announces-inducement-awards-under-nyse-listing-rule-303a08-302648693.html

SOURCE Cars.com Inc.

FAQ

What awards did Cars Commerce (CARS) grant to the new CEO on Dec 22, 2025?

The company granted 155,885 PSUs and 233,827 RSUs to Tobias Hartmann on Dec 22, 2025.

When do the Cars Commerce (CARS) RSUs granted to Tobias Hartmann vest?

The RSUs vest ratably over three years, subject to continued employment through each vesting date.

What performance conditions apply to the PSUs granted by Cars Commerce (CARS)?

The PSUs vest after a three-year performance period based on specified stock price targets set by the board.

Why did Cars Commerce (CARS) disclose these inducement awards on Dec 23, 2025?

The disclosure fulfills the NYSE employment inducement exemption requirement under Rule 303A.08 for public announcement.

How many total shares do the inducement awards for Cars Commerce (CARS) represent?

The inducement awards cover a combined total of 389,712 shares (155,885 PSUs + 233,827 RSUs).