Cars.Com SEC Filings

Cars.com Inc. is registering 1,000,000 shares of common stock for issuance under its new 2025 Inducement Equity Incentive Plan. These shares are reserved exclusively for equity awards granted to individuals who were not previously employees or directors, as an inducement that is material to accepting employment, consistent with NYSE Listed Company Manual Section 303A.08.

The plan was adopted on December 11, 2025 by a majority of the independent members of the board of directors. The company also outlines standard Delaware-law based indemnification and liability protections for its directors and officers and incorporates its recent annual, quarterly, and current reports by reference into this registration.

Cars.com Inc. announced a planned leadership transition. Alex Vetter will step down as Chief Executive Officer and Director on January 15, 2026, remain as a Special Advisor through March 31, 2026, and then leave the company with severance benefits under the executive severance plan. During this transition period he will continue to receive his base salary and standard employee benefits.

The Board has appointed Tobias “Tobi” Hartmann as Chief Executive Officer-Designate, with a start date expected on December 22, 2025. He will become Chief Executive Officer on or before January 15, 2026 and join the Board, with nomination planned for the 2026 annual meeting. His offer includes a $750,000 annual base salary, a target annual incentive equal to 110% of salary beginning in 2026, RSUs with a target value of $3,000,000 vesting over three years, and PRSUs with a target value of $2,000,000 tied to stock price goals and service. The company also adopted a 2025 Inducement Equity Plan reserving 1,000,000 shares for equity awards to new or returning employees.

A holder of Cars.com common stock filed a notice under Rule 144 to sell 11400 shares. The planned transaction lists Merrill Lynch as broker and the NYSE as the exchange, with an approximate sale date of 12/17/2025 and an aggregate market value of 152790.89.

The notice shows these shares were issued as restricted stock units from Cars.com and settled for cash on 03/01/2024 (1106 shares) and 10/01/2024 (10294 shares). It also reports 59813268 Cars.com common shares outstanding, giving context for the relative size of this planned sale.

Cars.com Inc. disclosed that an executive officer reported a stock sale. The Chief Product Innovation Officer sold 27,358 shares of common stock on 12/02/2025 in an open-market transaction coded as a sale. The shares were sold at a weighted average price of $12.03 per share, with individual trade prices ranging from $11.90 to $12.11.

After this transaction, the reporting person beneficially owns 71,103 shares of Cars.com common stock, which the filing notes includes restricted stock units (RSUs). The form indicates it was filed by a single reporting person and is signed by an attorney-in-fact acting on the insider’s behalf.

Cars.com has a notice under Rule 144 covering a planned sale of 27,358 shares of its common stock through broker Merrill at the NYSE. The shares have an aggregate market value of $327,664.41 based on the figures provided, compared with 59,813,268 shares of common stock outstanding. The proposed sale date is approximately December 2, 2025.

The seller acquired these shares as restricted stock units from Cars.com, with 3,790 shares acquired on March 1, 2024 and 23,568 shares acquired on March 1, 2025, both paid in cash. By signing the notice, the seller represents that they are not aware of any material adverse, nonpublic information about Cars.com and, if using a Rule 10b5-1 trading plan, that this representation applies as of the plan’s adoption or instruction date.

Cars.com Inc. (Cars Commerce) reported steady Q3 results with revenue of $181.6 million (up 1% year over year). Operating income rose to $16.8 million as costs declined, but net income was $7.7 million, down from a prior-year period that benefited from higher other income. Year-to-date, revenue was $539.3 million with net income of $12.7 million.

The company maintained solid liquidity, ending the quarter with $55.1 million in cash and $295.0 million available on its revolver, for total liquidity of $350.1 million. Debt consisted of $400.0 million 6.375% senior notes due 2028 and $55.0 million drawn on the revolver. Cash from operations reached $114.5 million year-to-date.

Cars Commerce continued capital returns, repurchasing 1.49 million shares in Q3 for $19.3 million, and 5.16 million shares year-to-date for $63.9 million, reducing outstanding shares to 60.4 million as of September 30. Key metrics were stable: Dealer Customers 19,526 (up 1% year over year) and ARPD $2,460 (down 1% year over year). The company closed the $25.3 million DealerClub acquisition (with up to $88.0 million performance-based consideration) and subsequently invested $8.0 million in a secured convertible note to an automotive CRM provider.

Cars.com Inc. (CARS) furnished an update on its financial results. The company announced financial results for the quarter ended September 30, 2025, via a press release furnished as Exhibit 99.1.

The press release is dated November 6, 2025 and is provided under Item 2.02. The information is furnished, not filed, and is not subject to Section 18 liabilities or incorporated by reference unless specifically stated. The report was signed by Chief Financial Officer Sonia Jain.

Cars.com disclosed a leadership change. Chief Product and Innovation Officer Matthew Crawford notified the company on October 9, 2025 of his intention to resign, effective November 28, 2025. He will support a transition plan while the company begins a search for his successor. The update reflects an orderly handoff of product leadership responsibilities.

Cars.com (CARS) Chief Financial Officer Sonia Jain filed a Form 4 reporting a tax-withholding-related disposition. On 10/01/2025, the Company retained 29,226 shares of common stock (transaction code F) to satisfy taxes upon RSU vesting at $12.33 per share. This was not an open‑market sale.

Following the transaction, Jain beneficially owns 255,042 shares, which include RSUs and 3,009 shares acquired under the Employee Stock Purchase Plan. Ownership is reported as direct.